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| IPWG.OB > SEC Filings for IPWG.OB > Form 10-K/A on 29-Aug-2008 | All Recent SEC Filings |
29-Aug-2008
Annual Report
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those, which are not within our control.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this Form 10-K report, unless otherwise specified, all references to "common shares" refer to the common shares in our capital stock.
Overview
We commenced our development stage on April 15, 2002. The Company has spent approximately the last two years initiating and developing our WTE technology business plan. Initial steps in that process were negotiation for the opportunity to construct WTE Plants in Mexico and Saudi Arabia. In July 2006, the Kingdom of Saudi Arabia's Presidency of Metrology and Environment issued to us an environmental license, which will enable us to establish WTE plants in the country. The second step in developing our business plan was to find sources that could assist us to raise the capital required to build and begin operating WTE facilities. IPWG has not had any revenues and cumulative losses of $23 million since inception. Accordingly, a comparison of our financial information for accounting periods would likely not be meaningful or helpful in making an investment decision regarding our Company.
We expect to begin realizing operating revenues in the second quarter of 2008 from the receipt of tipping fees associated with the Egypt WTE facilities. We are expecting to begin storing waste on that facility during the construction phase. We are expecting revenue from our first WTE energy plant to commence in 2010 after the completion of the construction of the first plant.
In October 2006, we purchased proprietary patented technologies, Add-Power, a low temperature turbine (LTT), and ScrubPower, a special emission-to-energy system from three Swedish entities, Anovo AB Angelholm, Add-Power AB Angelholm, and SUPE Ltd for a total consideration of $2.8 million. The prototype has been substantially upgraded through the incurrence of additional research and development costs. We spent around $125,847 during year 2007 and are looking to patent new technology that will make the product more competitive and efficient. It has been tested and results have been drawn from its operating capacity at a Steel Mill in Sweden under a contract arrangement.
The acquisition of these technologies will allow us to convert greater quantities of heat, produced from boilers and turbines, and potentially increase the output of salable electricity by 20 to 30% or more over
technologies that are currently available. We also believe that the LTT technology will provide us with an extremely efficient "low-temp turbine" which is powered by a proprietary fluid to drive the turbine and produce electricity at approximately 200† F, whereas most conventional boilers and turbines can only produce electricity at temperatures between 600† - 800† F.
We believe that we will be able to sell these technologies to other companies in the energy space in order to help these companies increase their output of electricity. The Company also plans to use these technologies to increase the efficiency of its own planned WTE facilities. We believe we will begin to receive orders for our Add-Power units by the beginning of 200 9 . Other applications are being explored to expand its use and expand our market opportunities for alternate energy sources.
Summary of Significant Accounting Policies
a) Basis of Presentation
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company's year-end is December 31.
b) Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
c) Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with SFAS No.
128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period.
d) Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.
e) Income Taxes
The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes", which requires the use of the "liability method".
Accordingly, deferred tax liabilities and assets are determined based on
differences between the financial statement and tax bases of assets and
liabilities, using enacted tax rates in effect for the year in which the
differences are expected to reverse. Current income taxes are based on the
income that is currently taxable.
f) Fixed Assets
Fixed assets are recorded at cost and depreciated over their useful lives using the straight-line method.
g) Intangible Assets
Intangible assets represent the estimated fair value at dates of acquisitions of acquired intangible assets used in our business. The patent asset represents the patented technology associated with our Add-Power unit that was acquired in the fourth quarter of 2006. We amortize our patent on a straight-line basis over its life of 7 years. See Note 4 for additional information about our intangible asset.
h) Revenue Recognition
Revenue will be realized from the sales of product and services. Recognition will occur upon delivery of product or performance of services. In determining recognition, the following criteria will be
considered: persuasive evidence that an arrangement exists; delivery has occurred; the sales price is fixed or determinable; and collectability is reasonably assured.
i) Fair Value of Financial Instruments
The carrying amounts of the Company's financial instruments, which include cash equivalents and accounts payable, approximate their values at December 31, 2007 and 2006.
j) Common Stock
Common stock of the Company is occasionally issued in return for services.
Values are assigned to these issuances equal to the market value of the common
stock.
k) Warrants Outstanding
Warrants to purchase common stock of the Company are valued at fair value using a Black-Scholes valuation model, in accordance with the provisions of SFAS No. 123R, "Shared-Based Payments" ("SFAS 123R")
l) Stock Options
Stock options are valued at fair value on the date of issuance using a Black
Scholes valuation model, in accordance with the provisions of SFAS No. 123R.
Certain options are exercised for services and are valued at their exercise
price.
m) Recent Accounting Pronouncements
The Company does not anticipate the adoption of recently issued accounting pronouncements to have a significant effect on the Company's results of operations, financial position, or cash flows.
Plan of Operation
Because we did not have sufficient financing (debt and/or equity) during the last fiscal year, our Plan of Operation has not significantly changed from our plan indicated in our 10K Report for the year ended December 31, 2006.
Prior to the adoption of our present business plan, we investigated the option of engaging in the management of low-level radioactive waste as a result of our acquisition of Terra Mar Environmental Systems, Inc. (TMES) assets. We determined not to pursue that business because of the time and expense of compliance with government regulation in the field.
Our operating plan for the next 12 months and thereafter has three components:
(1) to complete negotiations to begin a Land field operation and the
construction of WTE project in Egypt, (2) complete the research and development
of our Add-Power electrical generating unit to make it a commercially viable
product, and to manufacture and sell twelve units, and 3) to continue our
existing program of introducing WTE technology to governments and others charged
with responsibility to manage solid waste and/or provide potable water and
electricity to various population segments. In furtherance of this general
plan, we have self-imposed the following goals:
PROJECTED DATE
Goal Projected Date
1. Processing of site permits in Mexico and start Present through July
waste collection 2008
2. Complete R&D of Add-Power and manufacture first Present through
unit September 2008
3. Introduction of WTE technology in the Kingdom of Present through October
Saudi Arabia and 2008
Generate revenue from Egypt landfill operation
4. Negotiations for WTE sites in several foreign
countries now identified
Form subsidiaries as may be required in other
countries Foreseeable future
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Research and Development
We do not expect to establish a discrete program of research or development as part of our business plan. We expect to expend our research and development efforts towards "on the job" training. We intend to cooperate with our development partners to develop efficient WTE technology customized to each customer's needs. We intend to share the learning from each project and application to improve all areas of existing WTE technology from air scrubbing to waste disposal.
Purchase of Plant and Equipment
The development and construction of each proposed WTE facility will be dependent on: (i) locating appropriate land and obtaining permits for a WTE facility, (ii) obtaining significant external financing (including related financial guaranty and risk insurance) for purchase of materials and equipment and construction of facilities and (iii) securing contracts for delivery of waste and sales of byproducts necessary to produce revenues sufficient to cover debt service and operation costs. In the event we are not able to finance one or more proposed WTE facilities, we would be forced to abandon any such projects.
WTE Facility Finance
Our plan to build one or more WTE facilities will require significant capital,
which we do not currently have. We intend to finance the construction and
operation of WTE facilities through a combination of loans and securitization of
income from long-term contracts for tipping fees, power and potable water sales.
We believe that we will be successful in securing such financing although no
assurance can be given. We have entered into an agreement with Marsh USA, Inc.,
an international insurance broker with the ability to provide financial guaranty
insurance and risk management, to locate insurance for our projects.
Changes in the Number of Employees
We expect a substantial increase in full and part-time employees in the foreseeable future to bolster our technical and marketing departments. We expect that plant construction projects will be completed by third parties who will be engaged pursuant to contractual agreements. All these are subject to successful contract negotiation, permits availability and the ability to obtain financing.
Trends
The increased price of oil and its derivatives as well as the environmental awareness created by global warming has become the number one concern in America and other nations in the world. We believe that the trend that is most likely to affect our business is the burgeoning need of local governments at all levels in most countries to manage sold waste, significant quantities of which are hazardous. We believe this trend will generate demand for the technology we offer although no assurance can be given.
We also believe the trend of global warming will affect our business. The trend to reduce the output of greenhouse gases has caused companies and government to find ways of generating cleaner electricity from cleaner renewable energy sources. We believe the trend will generate a demand for our technology and services we offer although no assurance can be given. Shall we obtain financing for both, the WTE facilities and the Add-Power technology; we will be in a position to post revenues and therefore, profits in the years to come.
Results of Operations
We had net (cash and non-cash) losses from operations from $12,831,316 for the year ended December 31, 2006 to $6,873,292 for the year ended December 31, 2007, or a total reduction in net losses of $5,958,024. The net non-cash losses decreased from $8,288,250 for the year ended December 31, 2006 to $3,063,731 for the year ended December 31, 2007, or a total reduction in net non-cash losses of $5,244,519. This reduction in net non-cash losses is primarily attributable to a reduction in the issuance of common stock for services performed and permitting option exercises without charging the strike price in exchange for services, and the value of options granted to officers, directors, consultants and finders. The net cash losses decreased $733,505 from the year ended December 31, 2006 to December 31, 2007 This reduction in net cash losses is primarily attributable to a reduction in fees paid to professional service firms and consultants and employee related costs (i.e., salaries and travel).
Financial Condition
Ability to Meet Cash Requirements.
We are considered to be in the development stage as defined in the Statement of Financial Accounting Standards ("FASB") No. 7. To date, we have received no income from our business operations. We have incurred substantial losses since our inception. As of December 31, 2007, we had an accumulated loss of $23.0 million during the development stage. The expenses that produced this operating loss included stock based compensation and consulting expenses in the sum of $16.0 million and other expenses, including cash expenses, of approximately $7 million.
Without additional equity or debt financing, we will not be able to satisfy our cash requirements for the next twelve months.
Two Year Cash Forecast.
We have developed a two-year timeline and cash forecast of our cash needs to execute our business plan and we are in the process of raising the funds required to fund our operations for the next 24 months until the time we estimate that our first WTE facility will come online and revenues are expected to commence. There can be no assurance, however, that we will be able to raise the amounts of financing required to operate our business until revenues commence, that we will be able to timely commence revenue generating operations of WTE facility(ies) or that if such facility(ies) commence operation, that we will generate sufficient revenue to be profitable.
We are in the process of attempting to raise capital to address approximately $26.4 million of financing needs for the next twenty-four months, outside of construction/project financing for specific waste to energy projects. Uses of the capital we are attempting to raise include:
1) Working capital to cover overhead and project management costs during construction of waste to energy plants (approximately $16.0 million), additional details provided in the chart below.
2) Working capital to cover the recently completed acquisition of Ad-Power AB and the commercialization of Add-Power units (a patented low temperature turbine used for converting waste heat into electricity) of approximately $1.6 million.
3) Additional development funding to apply Add-Power technology to low cost solar power generation, as well as to test the feasibility of integrating the Add-Power technology into small scale solar units for office parks, malls, and residential projects ($8.8 million).
A detailed schedule of our working capital needs for the next two years is as follows:
2008 2009 Total
Employee Costs $2,463,000 $3,687,000 $6,150,000
Travel 1,040,000 1,040,000 2,080,000
Construction/Project Management 300,000 720,000 1,020,000
Legal Fees 852,000 840,000 1,692,000
Outsourced Engineering 275,000 600,000 875,000
Contractors/Consultants 826,000 818,000 1,644,000
External & Internal Audit 124,000 300,000 424,000
Corporate Insurance 250,000 450,000 700,000
Accounting Services (Outsourced) 75,000 300,000 375,000
Marketing 155,000 300,000 455,000
Rental /Office Expenses 279,000 300,000 579,000
Total Operating Costs 6,639,000 9,355,000 15,994,000
Additional Investment/Commercialization
Other Proprietary Technology
Acquisition (Cash) for Add-Power
Acquisition 1,564,000 - 1,564,000
Commercialization/Working Capital for
Add-Power Unit for Immediate Sale 3,500,000 - 3,500,000
R&D of Solar/Add-Power for
Commercialization Small Scale Solar - 5,300,000 5,300,000
Total Forecasted Cash Usage
Excluding Project Specific Financing $11,703,000 $14,655,000 $26,358,000
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In addition to the above, we plan to develop and execute contracts for our WTE facilities in Saudi Arabia, Egypt, Mexico and elsewhere (these contracts may include long term, ie.7-10 year, commitments for waste disposal, electric and water sales). We expect to use these contracts, and the expected revenue sources they represent, to secure project specific financing. We expect to have multiple financing sources for project/construction financing on a project-by-project basis outside of this specific equity raise.
Payments Due under Contractual Obligations
We have future commitments at December 31, 2007 on an acquisition balance as part of the purchase of the add-Power technology. We are obligated to pay during 2008 the remaining balance of $962,057 for this purchase. We will not be able to meet this obligation without proceeds of external financing, of which we provide no assurance.
We do not have or know of any other contractual obligation other than those reported on note 12.
Off-balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements.
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