AAE 0.00% 0.8¢ agri energy limited

announcement out

  1. 56 Posts.
    http://www.asx.com.au/asxpdf/20080130/pdf/3175k2rk9s4yz6.pdf

    Will anyone still be around for Hódmezovásárhely commissioning? 2 years maybe?


    The fundamentals of the global biofuels industry continued to see extensive change over the
    December quarter. While world energy prices have escalated rapidly to where crude black oil prices
    have peaked at over US$100 per barrel, global grain and biofuels feedstock prices experienced
    even greater rate of rise over the same period. Biofuels production operating margins during the
    period were squeezed forcing numerous closures of operating facilities globally. In the AAE target
    geographic markets of the United States, Europe and Australia, the major portion of biodiesel and a
    number of ethanol facilities have been shut or operated at well below throughput capacity. The
    change in industry commodity price fundamentals over the past 2 years is outlined in the table
    below.
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    In most instances these commodity prices represent all time high level and present a
    dilemma for any project developer and operator in forecasting the future outlook. In
    the assessment of the future and ongoing position of the biofuels industry, it is
    difficult to identify any reliable indicator with which to forecast future outcome.
    History reflects that during the past few years, all recognized forecasts across the
    industry have been grossly unreliable and inaccurate.
    For instance, in October 2007, as reported in the previous AAE Quarterly, soy oil
    price was at a perceived cyclic industry high of US$0.40-0.41 per pound. With
    substantial global stockpiles, significantly reduced biofuels demand and pressure
    from the food industry, analysts predicted a decline of soy oil price in late 2007/early
    2008. However, over the past quarter the soy oil price has actually risen to all time
    high figures of US$0.54 per pound, very much contrary to industry generated
    information. The soy oil price appears not driven by the United States or global
    biodiesel industry at this time as substantial parts of biodiesel production in the
    United States is shut down or operating at well below capacity with new forecast
    production not proceeding as predicted.
    When the increased commodity costs are put into the project financial model the
    results are that the EBITDA returns reduce from a robust financial investment, based
    on the 2006 figures, to breakeven or negative margins on the higher commodity
    prices in late 2007.
    The scenario has seen investment (debt and equity) for new projects in the global
    biofuels industry dry up as the sector has experienced significant reduction in equity
    valuations and failure of companies to meet forecasts. The biofuels sector, including
    AAE, has experienced a sharp decline in stock price during this period.
    With delays and increased costs of the Beatrice Biodiesel Project in Nebraska, AAE
    sort to raise additional funds during the quarter. A Share Purchase Plan offer to all
    shareholders in September was not supported and withdrawn. In addition,
    discussions with major shareholders and industry investors reinforced limited investor
    support for the sector.
    In order to continue meeting its obligations, the Board resolved to sell selected Group
    assets and is further reviewing the longer term strategy. An assessment of other
    developments in the industry will be undertaken to position the Group for the
    inevitable next generation growth in biofuels. It is expected that the principal future
    strategy will be to ensure more control of supply costs by up streaming the business
    into non food based agricultural products
    In September 2007, the Company reorganized the Australian operations and put on
    hold all project development. The Australian workforce was downsized to key
    individuals to support corporate operations and international developments. The
    Australian ethanol project assets were sold in December 2007 to realize operating
    funds to assist covering the restructure costs in Australia and the United States
    together with the closing out of work associated with the Swan Hill Ethanol Project.
    In the United States, the Green Bay corporate office was closed in December 2007
    with the Group United States activities focused in Beatrice. Mr. Bud Cummins was
    appointed Chief Executive Officer of US Canadian Biofuels, Inc. based in Beatrice.
    An even more difficult decision for the Board was consideration of the sale of the
    Beatrice Biodiesel Project in Nebraska. Forecast operating performance of the
    Project at current commodity prices show breakeven to negative margins. Industry
    forecasters anticipate this scenario will change in the short to medium term.
    However, without investment by the Company in the strategy to develop the Beatrice
    Oilseed Crusher and upstream the business into agriculture, the Group will be
    exposed to unacceptable commodity price fluctuations. Limitations on investment
    funds from existing or new shareholders means the Oilseed Crusher cannot be
    developed in the short to medium term at Beatrice as originally planned.
    The negotiations to sell the Beatrice Biodiesel Project for a sale price of US$42.5
    million (net of the project finance debt to AgStar Financial Services) for a return to
    AAE of US$39.5 million was seen by the Board as the preferred outcome for
    shareholders. The sale covers the immediate corporate costs of AAE, eliminates
    further exposure to the US commodity markets and potential operating losses that
    the Company is currently not in a position to support.
    The sale at near full value of the Group’s principal asset will enable AAE to
    concentrate efforts on the Hódmezovásárhely Renewable Energy Project in Hungary
    which has a stronger agricultural focus. The Central European Project is less
    exposed to agricultural fluctuations as the feedstock supply is directly from a
    diversified group of producers and can be forward contracted. Europe is the largest
    biodiesel market globally and has extensive EU and government mandates for
    biodiesel consumption. Only last week the EU confirmed the aggressive 2020
    targets for all member states.
    Funds expended during the quarter on investment in project construction,
    development and restructure costs in Australia and the United States was AUD$11.5
    million of which AUD$10.9 million was expended on the Beatrice Biodiesel Project.
    Total expenditure on the Beatrice Biodiesel Project to date is US$61.7 million of
    which project debt drawn from the AgStar Financial Services is US$27.9 million.
    Cash held within the Group at the end of the quarter was $1.6 million.
    As part of the group restructure, Mr. Graeme Lay was appointed Company Secretary
    in December 2008.
    During the quarter, the Company was focused on raising additional funds to support
    the completion of the Beatrice Biodiesel Project and fund the requirements of the
    Company.
    The planned sale of 20% of the United States holding company, US Canadian
    Biofuels, Inc. for US$15 million was negotiated in November 2007 with Green World
    Energy Company, LLC (GWEC). AAE resolved not to proceed with the sale and
    terminated the agreement as a result of the parties not reaching agreement on the
    final documentation and concerns of AAE as to GWEC performance under those
    agreements.
    In December 2007, the Company entered into an agreement to sell 100% of US
    Canadian Biofuels, Inc. to Beatrice Biodiesel Acquisition Company, LLC (BBAC).
    BBAC is a company established by a local south eastern Nebraska investor group
    activities for the quarter
    corporate
    For personal use only
    Page 4 of 12
    including senior management of Beatrice Biodiesel LLC to acquire, develop and
    operate the group assets in the United States. BBAC paid the initial deposit of US$1
    million to AAE in January 2008.
    On 17 January 2008, the parties signed a Memorandum of Understanding to
    complete the sale process. The MOU includes further milestone payments in the
    form of a bridging loan in early February 2008 with anticipated financial close, subject
    to shareholder approval in March/April 2008.
    The sale price of US Canadian Biofuels Inc to BBAC is US$42.5 million and after
    repayment of the bridge loan of US$5 million, a return to AAE of US$39.5 million.
    The AgStar Financial Services project debt facility will be assumed by BBAC and
    remains the liability of Beatrice Biodiesel LLC. The net proceeds to AAE will be paid
    as follows
    • US$ 1 million (received in January 2008).
    • US$ 2 million in early February 2008 from proceeds of the bridge loan.
    • At financial close a payment of US$16.5 million (US$22.5 million less the
    deposit of US$1 million less the repayment of the bridge loan of US$5 million)
    • US$20 million as an earn out over 5 years relative to an EBITDA formula
    agreed in the MOU. The minimum payment under the earn out over the five
    years is US$15 million.
    Under the MOU, the US$5 million bridge loan is to be put in place by BBAC in early
    February 2008. From the bridge loan proceeds, US$2 million will be paid to AAE and
    the remaining US$3 million, contributed to construction completion costs for the
    Beatrice Biodiesel Project. The bridge loan is to be repaid at financial close of the
    transaction.
    Prior to the decision to sell the United States asset, the Company pursued an
    extensive range of fund raising alternatives and canvassed both existing and new
    investors broadly over the quarter. Based on share market performance, potential
    investor feedback and the funding requirements, the Company believes the proposed
    sale of the United States operations represents the preferred outcome of options
    available to the Company and is in the best interests of shareholders. The final sale
    is subject to shareholder approval and a meeting is planned to be called for late
    March 2008. A full Notice of Meeting and Explanatory Notes are scheduled to be
    forwarded to all shareholders in late February 2008.
    During the quarter, the United States corporate office in Green Bay,
    Wisconsin was closed. Group US operations have been consolidated
    to Beatrice under the leadership of the Chief Executive Officer, Mr.
    Bud Cummins. Support is being provided from the Australian and
    European operations for the final testing, start up and operations of
    the Beatrice Biodiesel Project.
    To assist funding requirements in the United States, the Company
    has arranged a loan through a local Beatrice Bank secured against land owned
    which was acquired for the planned Ethanol and Crushing Plant adjacent to the
    united states operations
    activities for the quarter
    For personal use only
    Page 5 of 12
    Beatrice Biodiesel Plant and the office and accommodation facility in the Beatrice
    township. The loan facility is for approximately US$400,000.
    Following the AAE board resolution to sell US Canadian Biofuels Inc, further
    discussions with Oppenheimer & Co on the refinance the Beatrice Biodiesel Project
    have not progressed.
    The principle focus of the Group has been the completion and putting
    into operation the Beatrice Biodiesel Project in Nebraska.
    While the Project was substantially complete in November 2007, final
    mechanical completion and testing has been hampered by the performance of the
    main reactor vessels manufactured by Amer Corporation, together with severe cold
    weather and ice storms during December 2007.
    The two main reactor vessels were delivered and
    installed in early November 2007, four months
    behind the original contracted date. Subsequent
    onsite testing of the units in conjunction with the
    technology supplier Axens, revealed defects in the
    stainless steel liner installation of both reactor 1 and
    reactor 2. Following consultation with Amer
    Corporation and an independent engineer’s
    assessment of the defects and the repair program,
    the vessels were repaired on site and passed hydrostatic and corrosion testing in
    early January 2008. The two reactor vessels have now completed site hydro testing,
    cleaning and pickling, catalyst loaded and are ready for start up.
    For the remainder of the plant cleaning and pickling of all mechanical equipment,
    pipe work and instrumentation has been completed. The delay associated with the
    reactor vessels has enabled modification works to equipment recommended by
    Axens to enhance production efficiency and availability to be undertaken. All site
    works essential for plant start up will be completed by 31 January 2008.
    Although the reactor vessels have been fully tested at the site and passed all
    statutory and technical testing, final stamping of the two reactor vessels is
    outstanding pending resolution of a dispute with the manufacturer. Final stamping is
    required by the manufacturer to enable start up.
    The facility is ready for start up under the supervision of the technology supplier as of
    31 January 2008. The Construction Manager, Alberici Constructors and all major
    sub contractors have been demobilized.
    The Beatrice Biodiesel Project operating team
    has taken over management of the site from
    the Construction Manager. The technology
    supplier Axens has undertaken extensive
    training and instruction of site personnel.
    With the exception of the FAME (fatty acid
    methyl ester) production building, all utilities,
    services, laboratory and other process facilities including the soy oil refinery have
    started up and operated at throughput capacity.
    For personal use only
    Page 6 of 12
    As a result of the delay, forecast construction costs to completion of equipment
    testing, handover to the technology supplier Axens and passing of the plant
    performance, capacity and throughput tests have increased to US$61.505 million.
    This figure includes contingency of US$2.13 million. In addition, by commencement
    of operations, owners and preproduction costs for the project are forecast at
    US$9.054 million. Start up and working capital requirements for the project are
    estimated at US$9.8 million. The final construction and testing costs for the Beatrice
    Biodiesel Project are planned to be met from the proceeds of the bridge loan and
    fully drawing the AgStar project finance facility. Under the MOU executed with
    BBAC, a US$10 million working capital facility will be arranged by BBAC.
    The Company is considering its options to
    recover substantial damages for non
    performance by a number of project contractors.
    Damages are estimated to be between $5 and
    $10 million.
    An assessment of the financial model for the
    Beatrice Biodiesel Project based on current
    CBOT pricing shows breakeven earnings after
    payment of all operating costs and project interest payments. This is notwithstanding
    that the Beatrice Biodiesel Project is a high throughput, new technology facility with
    benefits of between US$0.30 – US$0.60 per gallon in biodiesel production costs.
    While the United States biodiesel (B100) price has risen to between US$4.00 and
    US$4.30 per gallon, at the same time the CBOT price of soy oil has increased to over
    US$0.50 per pound. These figures compare to US$2.70 per gallon (B100) and
    US$0.25 per pound (soy oil) when the project was originally funded in December
    2006. The United States biodiesel industry, similar to that in Australia, has many
    operations either shut down or operating well below capacity at the present time.
    These margins could be improved greatly by proceeding with the overall Group
    strategy to build and operate an Oil Seed Crushing Facility and Cogeneration Plant at
    Beatrice as laid out in the Group’s longer term plan. By vertically integrating the
    business, the Project can achieve a higher level of control over the agricultural input
    prices, margin fluctuation management and mitigation of substantial supply risk. The
    facility proposed is similar to the plans being developed in Central Europe for a
    Renewable Energy Project making maximum use of all agricultural inputs. The
    strategy however will require a significant injection of capital.
    While financial returns from the Beatrice Biodiesel Project as a stand alone entity are
    not satisfactory at current commodity prices, a small change downward in the input
    cost of soy oil has a compounding affect on returns which would significantly improve
    returns. AAE also expects the margin can be improved once operations commence
    by contracting supply and offtake locally in South East Nebraska for part of the
    operations.

 
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