Newalta's Strong Performance Continues
CALGARY, ALBERTA - May 11, 2004 /CNW/ - Newalta Income Fund (TSX: NAL.UN) today announced consolidated financial results for the three months ended March 31, 2004. /T/ Financial Results and Highlights ($000s except per unit data) Three Months Ended March 31 (unaudited) %Increase 2004 2003 (Decrease) ----------------------------------------------------------------------- Revenue 42,888 38,410 12 Operating income excluding reorganization costs(1) 10,260 7,881 30 Operating income 10,260 3,397 202 Net earnings 9,872 2,026 387 Earnings per unit ($) 0.37 0.09 311 Diluted earnings per unit ($) 0.36 0.09 300 EBITDA(2) excluding reorganization costs 13,845 11,718 18 EBITDA 13,845 7,234 91 Trailing 12 month EBITDA(2) excluding reorganization costs 53,279 38,663 38 Trailing 12 month EBITDA 52,568 33,583 57 Cash flow(3) excluding reorganization costs 13,801 11,111 24 Cash flow(2) 13,801 6,608 109 - per unit(s) .51 0.30 70 Maintenance capital expenditures 1,024 1,420 (28) Principal repayments 750 - - Cash available for growth and distributions excluding reorganization costs 12,022 9,758 23 - per unit - $ 0.45 0.45 - Cash available for growth and distributions 12,022 5,293 127 - per unit - $ 0.45 0.24 88 Cash distributions declared (1) 9,021 1,983 355 - per unit - $ 0.335 0.09 272 Growth and acquisition capital expenditures 14,265 160 8,815 Weighted average units outstanding(4) (000s) 26,878 21,888 23 Total units outstanding (000s) 27,075 22,029 23 ----------------------------------------------------------------------- ----------------------------------------------------------------------- /T/ (1) On March 1, 2003, Newalta Corporation converted to an income trust. The first distribution was declared for the month of March, 2003. The total cost of the reorganization was $5.8 million of which $4.5 million was incurred in the first three months of 2003. (2) EBITDA is provided to assist management and investors in determining the ability of Newalta to generate cash from operations. It is calculated from the consolidated statements of income as revenue less operating and selling, general and administrative expenses. This measure does not have any standardized meaning prescribed by Canadian GAAP and may not be comparable to similar measures presented by other funds or companies. (3) Management uses cash flow (before changes in non-cash working capital) to analyze operating performance and leverage. Cash flow as presented does not have any standardized meaning prescribed by Canadian GAAP and therefore it may not be comparable with the calculation of similar measures for other entities. Cash flow as presented is not intended to represent operating cash flow or operating profits for the period nor should it be viewed as an alternative to cash flow from operating activities, net earnings or other measures of financial performance calculated in accordance with Canadian GAAP. All references to cash flow throughout this report are based on operating cash flow before changes in non-cash working capital. (4) For comparative purposes, the previously reported weighted average shares outstanding in 2003 have been converted to units on a 2:1 basis, and per unit calculations have been adjusted on this basis. FINANCIAL AND OPERATIONAL HIGHLIGHTS - First quarter revenue improved 12% to $42.9 million. - Oilfield revenue in the first quarter of 2004 was $28.8 million, an increase of 10%. The increase in revenue is mainly attributed to the management initiatives completed in mid 2003 as well as strong market demand and above average drilling activity. - Industrial revenue in the first quarter of 2004 was $14.1 million, an increase of 15%, resulting mainly from acquisitions completed in December 2003 and in the first quarter of 2004 and management initiatives completed in mid 2003. - Operating costs in the quarter were 58.1% of revenue as compared to 60.6% in 2003. The reduction in operating costs resulted from several management initiatives to reduce costs and improve productivity that were completed in mid 2003. - Operating income excluding reorganization costs improved 30% to $10.3 million. The impact of acquisitions was largely offset by the decline in the price of recovered crude oil as a result of the stronger Canadian dollar. - Cash flow excluding reorganization costs improved 24% to $13.8 million. Cash available for growth and distribution excluding reorganization costs improved 23% to $12.0 million, well in excess of the $9.0 million of declared distributions. - Distributions per unit were increased 19% in March 2004. - Net earnings improved 387% to $9.9 million. - Three complementary acquisitions were completed in the quarter. Total growth and acquisition capital expenditures were $14.3 million as compared to $0.2 million in 2003. - Our balance sheet at March 31, 2004 remained very strong with substantial unutilized debt capacity. We also commenced negotiations to increase our credit facility. The consolidated financial statements and notes thereto and management's discussion and analysis are attached. Management will hold a conference call on Wednesday, May 12, 2004 at 11:00 a.m. (ET) to discuss the Fund's performance for the period ended March 31, 2004. To listen, please dial 1-800-814-4859 or 416-640-4127, or log onto the web cast at www.newalta.com or www.ccnmatthews.com. For those unable to listen to the live event, a rebroadcast will be available until midnight, Wednesday, May 19, 2004. Please dial 416-640-1917 or 1-877-289-8525 and enter the pass code # 21049190. Newalta Income Fund maximizes the inherent value in certain industrial wastes through recovery of saleable products and recycling, rather than disposal. Through an integrated network of 39 state-of-the-art facilities, Newalta delivers world-class solutions to a broad customer base of national and international corporations, in a range of industries, including the automotive, forestry, pulp and paper, manufacturing, mining, oil and gas, petrochemical, and transportation services industries. With a strong track record of profitable growth and environmental stewardship, Newalta is focused on leveraging its proven competencies in new service sectors and geographic markets from coast to coast. NEWALTA INCOME FUND Management's Discussion & Analysis FOR THE THREE MONTHS ENDED MARCH 31, 2004 This document contains forward-looking statements, relating to the operations or to the environment in which Newalta Income Fund and Newalta Corporation (collectively "Newalta") operate, which are based on Newalta's operations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, or are beyond Newalta's control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. These factors include those set forth in this report and other public filings. Consequently, readers should not place any undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they are made. Newalta disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The following discussion and analysis should be read in conjunction with the consolidated financial statements of Newalta Income Fund (the "Fund") and notes thereto, the Management's Discussion and Analysis, and the Renewal Annual Information Form of the Fund for the year ended December 31, 2003 and the interim consolidated financial statements of the Fund and notes thereto for the three months ended March 31, 2004. The Fund is the successor organization to Newalta Corporation. Information for the three months ended March 31, 2004, along with comparative information for 2003, is provided. Certain numbers from the prior period have been reclassified to conform to those reported for the Fund in the current period. Management's discussion and analysis has been prepared taking into consideration information available to April 30, 2004. OVERALL PERFORMANCE - THREE MONTHS ENDED MARCH 31, 2003 AND 2004 Newalta's strong 2003 financial performance continued in 2004. The increases in operating income and cash flow is attributable to management initiatives completed in mid 2003 to increase revenue, reduce costs and improve productivity. The impact of recent acquisitions was largely offset by the decline in the price of recovered crude oil as a result of the stronger Canadian dollar. Internal growth capital investments in 2003 were very modest and the 2004 internal growth program will not contribute to performance until the second half of 2004. The demand for Newalta's services and drilling activity remained strong. Revenue improved 12% and net earnings improved 387%. Excluding the cost to reorganize into an income trust, net earnings improved approximately 100%. As a result of management initiatives to increase revenue, reduce costs and improve productivity, operating costs as a percentage of revenue were reduced to 58.1% from 60.6% in 2003. At March 31, 2004, the Fund's balance sheet remained strong. The three complementary acquisitions completed in the first quarter of 2004 totaling approximately $10.7 million were funded from cash. Cash flow excluding reorganization costs improved 24% to $13.8 million as compared to 2003. Cash available for growth and distributions was $12.0 million, well in excess of the $9.0 million in declared distributions ($0.335 per unit). Maintenance capital expenditures, which are funded from cash flow, were $1.0 million as compared to $1.4 million in 2003. Growth capital expenditures in the quarter were $14.3 million as compared to $0.2 million in 2003. Segmented information is discussed in Results of Operations. RESULTS OF OPERATIONS Revenue in the quarter increased $4.5 million or 12% to $42.9 million as compared to $38.4 million in 2003. The increase in revenue was derived approximately equally from acquisitions and management's initiatives to increase revenue. Strong WTI oil prices were more than offset by the strength of the Canadian dollar. While the volume of oil sold for Newalta's account increased 22% in the quarter, oil sales in the quarter were only $3.3 million as compared to $3.1 million in 2003, reflecting the lower average price in Canadian dollars. The Oilfield division ("Oilfield") recovers and resells crude oil from oilfield wastes. Oilfield accounted for approximately 61% of Newalta's total assets and generated 67% of Newalta's total revenue. Revenue from Oilfield is generated mainly from the fees charged for the treatment and processing of various oilfield waste materials and from the sale of recovered crude oil. Approximately 85% of revenue comes from day to day production, with the balance from drilling related activities. Revenue is also impacted by activity levels which are driven mainly by commodity prices. A change of Cdn $1.50 for WTI will result in an impact on Newalta's operating income of approximately $0.5 million. Drilling activity in western Canada in the first quarter of 2004 remained above the five-year average. During the quarter, Oilfield recovered 314,000 barrels of crude oil, of which 83,000 barrels were sold for Newalta's account at an average price of Cdn $39.47 per barrel. In 2003, oil recoveries totaled 332,000 barrels including 68,000 barrels for Newalta's account, at an average price of Cdn $45.45 per barrel. Performance in 2004 remained very strong with revenue and net margin improving year over year by 10% and 12% respectively. Improvements in revenue were driven mainly by strong market demand for Oilfield's services, as well as management initiatives to increase pricing and add incremental revenue through strategic alliances and the on-going development of on-site services. One satellite facility was acquired in Drumheller, Alberta in the quarter for approximately $2.0 million. Management initiatives to reduce costs and improve productivity also contributed to the increase in net margin. Operating costs as a percentage of revenue were 46.7% as compared to 48.1% in 2003. Oilfield offers a wide variety of services that have similar profit margins, and as a result, increases or decreases in operating costs, as a percentage of revenue, are closely correlated with return on investments. The outlook for Oilfield remains very positive. Strong market demand and robust commodity prices are widely expected to continue throughout 2004. These conditions, combined with an active internal growth program, an aggressive strategy to acquire complementary businesses in western Canada and the impact of management initiatives to improve revenue and reduce costs, should result in very strong performance in 2004. The Industrial division ("Industrial") collects automotive and industrial wastes and waste lubricating oil in western Canada, which are processed into resalable products. Industrial accounted for 35% of Newalta's total assets and generated 33% of Newalta's total revenue. Industrial produces various recycled products from waste lubricating oil, including base oil, burner fuel, fuel oil, and drilling oil. In 2004, approximately $6.9 million or 49% of Industrial revenue came from product sales, as compared to 65% in 2003, with the balance derived from collection and transportation fees. Industrial's performance is impacted by the general state of the economy in western Canada. The automotive after-market is generally a stable market as the sale of goods such as lube oil does not significantly fluctuate from year to year. During the quarter, Industrial closed the acquisition of two complementary businesses, including a satellite facility near Redwater, Alberta and an industrial waste collection business with operations in Cranbrook and Sparwood, British Columbia. The total purchase price of the acquisitions was approximately $9.0 million. Industrial revenue in 2004 improved 15% to $14.1 million. The revenue increase of $1.8 million is mainly attributable to the Hazmat acquisition in December 2003. Improvements in net margin for the year were divided about equally between acquisitions and management initiatives to reduce costs and improve productivity. Collection and transportation revenues improved 67% to $7.2 million from $4.3 million in 2003. This increase is mainly attributed to acquisitions. The volume of collected lube oil was down slightly at 11.4 million liters (12.4 million liters in 2003). The service and product offerings of Industrial are extremely competitive and have a wide range of profitability and therefore, margin, as a percentage of revenue, does not accurately reflect return on investments. At March 31, 2004, the trailing 12 month EBITDA as a percentage of net book value of fixed assets was 15.7% as compared to 11.3% for 2003. Management's long-term target is 25%. Collection and transportation revenue, and product sales, are expected to be approximately equal for 2004. Pricing strategies and cost reduction initiatives completed in mid 2003 and complementary acquisitions are positively impacting operating results. In 2004, Industrial will focus on developing product markets, increasing collection activities in the waste water market, centrifugation of sludges and the acquisition of complementary businesses. Selling, general and administrative costs of $4.1 million were 9.6% of revenue in 2004 as compared to $3.4 million or 8.9% of revenue in 2003. The increase is primarily attributed to increased bonuses to employees and additional staff to handle growth in the business. Management's goal is to maintain selling, general and administrative costs, as a percent of revenue, at 10% or less. Depreciation and accretion increased $0.5 million to $3.5 million (8.2% of revenue) from $3.0 million (7.9% of revenue) in 2003. The increase in depreciation reflects the 2003 capital program. Interest expense was lower in 2004 as a result of lower debt levels throughout the year. Debt levels were reduced due to the strong 2003 financial performance as well as the October 2003 equity issue. On March 1, 2003, Newalta Corporation converted into an income trust. Of the total conversion cost of $5.8 million, $4.5 million ($0.16 per unit after tax) was incurred in the first quarter of 2003. Income tax expense for the quarter was $0.4 million as compared to $1.4 million in 2003. On March 31, 2004, the Province of Alberta announced a reduction in the corporate provincial tax rate from 12.5% to 11.5%. This change in future tax rate has been recognized by reducing the future income tax provision in the first quarter by $0.65 million or $0.02 per unit. The 2003 income tax expense does not reflect the full impact of the inherent nature of income trusts which transfers income tax on distributions to unitholders. Current taxes related to large corporations and provincial capital taxes. Newalta does not anticipate paying any cash income taxes in 2004, except large corporations and provincial capital taxes. Net earnings for the quarter were $9.9 million compared to $2.0 million in 2003. Diluted earnings per unit were $0.36 per unit compared to $0.09 per unit in 2003. Cash flow excluding the income trust reorganization cost increased 24% to $13.8 million from $11.1 million in 2003. During the first quarter of 2004, holders of rights to acquire trust units exercised certain of their rights and 239,796 units were issued by the Fund for proceeds of $1.9 million. As at March 31, 2004, and April 30, 2004 the Fund had 27,075,388 units outstanding and 1,174,203 rights to acquire trust units outstanding. /T/ QUARTERLY COMPARISON ($000s except per unit data) ----------------------------------------------------------------------- Three Months Ended March 31 2004 2003 ----------------------------------------------------------------------- Revenue 42,888 38,410 Net earnings 9,872 2,026 Earnings per unit ($) 0.37 0.09 Diluted earnings per unit ($) 0.36 0.09 ----------------------------------------------------------------------- /T/ Quarterly performance is affected by weather conditions, commodity prices, market demand and capital investments as well as acquisitions. Road bans, imposed in the spring, restrict waste transportation which reduces demand for Newalta's services and, therefore, the second quarter is generally the weakest quarter of the year. The third quarter is the strongest quarter for both Oilfield and Industrial due to favourable weather conditions and market cyclicality. Changes in commodity prices and drilling activity throughout the year will also impact performance. Similarly, acquisitions and growth capital investments completed in the first half will tend to strengthen second half financial performance. First quarter revenues can range from 20% to 27% of the year-end revenue and typically average approximately 23%. Second quarter revenues average 21% of year-end revenue and range from 20% to 23%. Third quarter revenues range from 26% to 31% and average approximately 29% of year-end totals. Fourth quarter revenues average 27% and range from 24% to 30%. Quarterly financial results have been prepared by management in accordance with Canadian generally accepted accounting principles in Canadian dollars. LIQUIDITY In the first quarter of 2004, Newalta generated cash flow of $13.8 million. Maintenance capital expenditures were $1.0 million and are anticipated to be $8.0 million for 2004. Scheduled principal payments in the quarter were $0.75 million. The Fund declared distributions of $9.0 million ($0.335 per unit) in the quarter. During the quarter, Newalta generated $3.0 million of cash flow in excess of its declared distributions as follows: /T/ ----------------------------------------------------------------------- $ Millions 2004 2003 ----------------------------------------------------------------------- Cash flow from operations before reorganization costs 13.8 11.1 Maintenance Capital (1.0) (1.4) Proceeds from sale of fixed assets - 0.1 Debt repayment (0.8) - Cash available for growth and distribution before reorganization costs 12.0 9.8 Reorganization costs - (4.5) Growth capital - (0.2) Cash available for distribution 12.0 5.1 Distributions declared 9.0 (2.0) Excess cash 3.0 3.1 ----------------------------------------------------------------------- ----------------------------------------------------------------------- /T/ Newalta currently has a $25.0 million operating line to fund working capital requirements of which $21.3 million is unused. Newalta's current financial performance is well in excess of its debt covenants. The Fund does not have a stability rating. CAPITAL RESOURCES Newalta entered 2004 with plans to invest $20.0 million on internal growth projects. During the first quarter of 2004, $3.0 million was spent and it is anticipated that the majority of these projects will be completed by mid-year and should contribute to Newalta's financial performance in the second half of 2004. In addition, approximately $10.7 million was spent to acquire three complementary businesses. Expenditures for growth and acquisition capital will be funded from working capital and the extendible term credit facility. Maintenance capital expenditures of $1.0 million were funded from cash flow. At March 31, 2004, Newalta had working capital of $21.8 million, down from $31.1 million at December 31, 2003. The decrease in working capital is primarily the result of funding the $10.7 million in complementary acquisitions from cash on hand at December 31, 2003. At March 31, 2004, Newalta had $21.3 million of unutilized operating line and $25.0 million of unutilized extendible term facility. Newalta has commenced renegotiation of its credit facility that would pay out the existing 5-year term facility, which had a balance of $12.8 million outstanding at March 31, 2004, and increase the existing extendible term facility from $25.0 million to $65.0 million. While Newalta expects to be able to successfully complete the negotiations for the increased credit facility, there is no assurance that Newalta will be able to do so. Upon completion of the increased credit facility, there would be no scheduled principal payments before 2006 and the unutilized extendible term facility would be as follows: /T/ ---------------------------------------------------------------------- $ Millions ---------------------------------------------------------------------- Bank indebtedness (1.2) New extendible facility 65.0 ---------------------------------------------------------------------- 63.8 ---------------------------------------------------------------------- Less: Planned internal growth projects 17.0 Payout of 5-year facility 12.8 Scheduled principal for the remainder of 2004 - ---------------------------------------------------------------------- 29.8 ---------------------------------------------------------------------- Unutilized extendible term facility available to fund future growth 34.0 ---------------------------------------------------------------------- ---------------------------------------------------------------------- /T/ OFF-BALANCE SHEET ARRANGEMENTS Newalta currently has no off-balance sheet arrangements. TRANSACTIONS WITH RELATED PARTIES Bennett Jones LLP provides legal services to Newalta at market rates. Mr. Vance Milligan, a Trustee and Corporate Secretary of the Fund is a partner in the law firm of Bennett Jones LLP and is involved in providing and managing the legal services provided to Newalta. The total amount paid for these legal services, in the first quarter, was $0.1 million in 2004 and $0.5 million in 2003. Newalta provides Oilfield services to Paramount Resources Ltd. at market rates. Mr. Clayton Riddell, a Trustee and Chairman of the Board of the Fund is Chairman and Chief Executive Officer of Paramount Resources Ltd. The total amount invoiced by Newalta to Paramount Resources Ltd., in the first quarter, was $0.2 million in 2004 and $0.1 million in 2003. CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION Stock Based Compensation and Other Stock Based Payments During 2003, the Fund adopted the provisions of the Canadian Institute of Chartered Accountants amended Handbook Section 3870 Stock-Based Compensation and Other Stock-Based Payments. This amendment requires expensing of the fair value of equity-based compensation for fiscal years beginning on or after January 1, 2004, and allowed for the early adoption of the guidelines for the year 2003. Pursuant to the transitional rules, the Fund chose to early adopt the pronouncement on a prospective basis for 2003. The non-cash expense for the period in 2004 was $157 ($58 in 2003). Asset Retirement Obligations In December 2002, the CICA issued a new standard on the accounting for asset retirement obligations. This standard requires recognition of a liability for the future retirement obligations associated with property, plant and equipment. These obligations are initially measured at fair value, which is the discounted future value of the liability. This fair value is capitalized as part of the cost of the related asset and amortized to expense over its useful life. The liability accretes until the date of expected settlement of the retirement obligations. The new standard is effective for all fiscal years beginning on or after January 1, 2004. This change in accounting standards affects the way the Fund records its obligation for the eventual restoration of plants and facilities. The comparative financial statements for 2003 have been adjusted to show the impact of the change in accounting treatment. The increase in non-cash expenses is not material. FINANCIAL AND OTHER INSTRUMENTS The carrying values of accounts receivable and accounts payable approximate the fair value of these financial instruments due to their short term maturities. Newalta's credit risk from Canadian customers is minimized by its broad customer base and diverse product lines. In the normal course of operations, Newalta is exposed to movements in the U.S. dollar exchange rates, relative to the Canadian dollar. Newalta sells and purchases some product in U.S. dollars. Newalta does not utilize hedging instruments but rather chooses to be exposed to current U.S. exchange rates as increases or decreases in exchange rates are not considered to be significant over the period of the outstanding receivables and payables. The floating interest rate profile of Newalta's long-term debt exposes Newalta to interest rate risk. Newalta does not use hedging instruments to mitigate this risk. The carrying value of the long-term debt approximates fair value due to its floating interest rates. ADDITIONAL INFORMATION Additional information relating to the Fund, including the Renewal Annual Information Form, is available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com. Copies of the Renewal Annual Information Form of the Fund may be obtained from Newalta Corporation at #1200, 333 - 11th Avenue S.W. Calgary, Alberta T2R 1L9 or by facsimile at (403) 262-7348. /T/ Newalta Income Fund Consolidated Balance Sheets December 31, 2003 ($000s) (unaudited) March 31, 2004 (note 2) -------------------------------------------------------------------- Assets Current assets Cash - 12,529 Accounts receivable 37,036 30,705 Inventories 7,690 7,897 Prepaid expenses 860 979 Future income tax 2,000 2,000 -------------------------------------------------------------------- 47,586 54,110 Capital assets and intangibles 229,079 219,526 Goodwill 13,212 10,782 Deferred costs 857 854 -------------------------------------------------------------------- 290,734 285,272 -------------------------------------------------------------------- -------------------------------------------------------------------- Liabilities Current liabilities Bank indebtedness 1,156 - Accounts payable 18,277 17,162 Distribution payable (Note 9) 3,384 2,818 Current portion of long-term debt 3,001 3,002 -------------------------------------------------------------------- 25,818 22,982 Long-term debt 9,750 10,500 Future income taxes 38,174 37,911 Asset retirement obligation (Note 2a) 4,939 4,736 -------------------------------------------------------------------- 78,681 76,129 -------------------------------------------------------------------- Unitholders' Equity Unitholders' capital (Note 4) 151,700 149,798 Contributed surplus 1,199 1,041 Accumulated earnings 91,134 81,262 Accumulated cash distributions (Note 9) (31,980) (22,958) -------------------------------------------------------------------- 212,053 209,143 -------------------------------------------------------------------- 290,734 285,272 -------------------------------------------------------------------- -------------------------------------------------------------------- Newalta Income Fund Consolidated Statements of Operations and Accumulated Earnings -------------------------------------------------------------------- -------------------------------------------------------------------- For the Three Months Ended March 31 2004 2003 ($000s) (unaudited) (Note 2) Revenue 42,888 38,410 -------------------------------------------------------------------- Expenses Operating 24,912 23,270 Selling, general and administrative 4,131 3,422 Interest 76 808 Depreciation and accretion 3,509 3,029 Reorganization - 4,484 -------------------------------------------------------------------- 32,628 35,013 -------------------------------------------------------------------- Operating income 10,260 3,397 Provisions for income taxes Current 125 175 Future (Note 6) 263 1,196 -------------------------------------------------------------------- 388 1,371 -------------------------------------------------------------------- Net earnings 9,872 2,026 Accumulated earnings, beginning of period, as reported 81,123 54,312 Cumulative effect of change in accounting policy (Note 2) 139 160 -------------------------------------------------------------------- Accumulated earnings, end of period 91,134 56,498 -------------------------------------------------------------------- -------------------------------------------------------------------- Earnings per unit (Note 7) $0.37 $0.09 -------------------------------------------------------------------- -------------------------------------------------------------------- Diluted earnings per unit (Note 7) $0.36 $0.09 -------------------------------------------------------------------- -------------------------------------------------------------------- Newalta Income Fund Consolidated Statements of Cash Flows -------------------------------------------------------------------- -------------------------------------------------------------------- For the Three Months Ended March 31 2004 2003 ($000s) (unaudited) -------------------------------------------------------------------- Net inflow (outflow) of cash related to the following activities: Operating activities Net earnings 9,872 2,026 Items not requiring cash: Depreciation and accretion 3,509 3,029 Future income taxes 263 1,196 Stock compensation expense 157 376 Reorganization - (19) -------------------------------------------------------------------- Cash flow from operations 13,801 6,608 Increase in working capital (4,888) (3,489) Asset retirement costs incurred (23) (29) -------------------------------------------------------------------- 8,890 3,090 -------------------------------------------------------------------- Investing activities Additions to capital assets (4,574) (1,580) Net proceeds on sale of capital assets 22 100 Acquisitions (Note 3) (10,715) - Deferred costs (3) (4) -------------------------------------------------------------------- (15,270) (1,484) -------------------------------------------------------------------- Financing activities Issuance (repurchase) of units 1,902 (61) Decrease in debt and debentures (751) (4,084) Distributions to unitholders (8,456) - -------------------------------------------------------------------- (7,305) (4,145) -------------------------------------------------------------------- Net cash outflow (13,685) (2,539) Cash (bank indebtedness), beginning of period 12,529 (759) -------------------------------------------------------------------- Bank indebtedness, end of period (1,156) (3,298) -------------------------------------------------------------------- Supplementary information: Interest paid 224 1,182 Income taxes paid 134 124 NEWALTA INCOME FUND Notes to the Consolidated Financial Statements For the Three Months Ended March 31, 2004 and 2003 ($000s) (Unaudited) /T/ Newalta Income Fund (the "Fund") is a Canadian income trust engaged, through its wholly-owned subsidiary Newalta Corporation ("Newalta"), in maximizing the inherent value of certain industrial wastes through recovery of saleable products and recycling, rather than disposal. Through a network integrated facilities in western Canada, Newalta delivers solutions to a broad customer base of national and international corporations, in a range of industries, including the automotive, forestry, pulp and paper, manufacturing, mining, oil and gas, petrochemical, and transportation services industries. 1) Summary of Significant Accounting Policies Newalta Income Fund was established by Deed of Trust dated January 16, 2003. The interim consolidated financial statements include the accounts of the Fund and its wholly owned subsidiary companies and have been prepared by management in accordance with Canadian generally accepted accounting principles. Certain information and disclosures normally required to be included in the notes to the annual financial statements have been omitted or condensed. The accounting principles applied are consistent with those as set out in the Fund's annual financial statements for the year ended December 31, 2003, except for the changes in accounting policies as described in Note 2. These interim financials statements and the notes thereto should be read in conjunction with Newalta's consolidated financial statements for the year ended December 31, 2003 as contained in the Annual Report for fiscal 2003. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end and the results of operations for the interim periods shown in these statements are not necessarily indicative of results to be expected for the fiscal year. In the opinion of management, the accompanying unaudited interim consolidated financial statements include all adjustments (of a normal recurring nature) necessary to present fairly the consolidated results of its operations and cash flows for the three months ended March 31, 2004 and 2003. 2) Changes in accounting policies a) Asset retirement obligations: In December 2002 the Canadian Institute of Chartered Accountants ("CICA") issued a new standard on the accounting for asset retirement obligations. This standard requires recognition of a liability for the future retirement obligations associated with property, plant and equipment. These obligations are initially measured at fair value, which is the discounted future value of the liability. This fair value is capitalized as part of the cost of the related asset and amortized to expense over its useful life. The liability accretes until the date of expected settlement of the retirement obligations. The new standard is effective for all fiscal years beginning on or after January 1, 2004. The Fund estimates the undiscounted cash flows related to asset retirement obligations, adjusted for inflation, to be incurred over the estimated period of 20 years to be $13.3 million. The fair value of this liability at December 31, 2003 was $4,736 using a discount rate of 8% and an inflation rate of 2%. Accretion expense for the three months ended March 31, 2004 was $95 ($86 in 2003). b) Stock-based compensation: During the fourth quarter of 2003, the Fund adopted certain provisions of the CICA's amended Handbook Section 3870. This amendment requires expensing of the fair value of equity-based compensation effective for fiscal years beginning on or after January 1, 2004, and allows for the early adoption of the recommendations for the year ended 2003. Pursuant to the transitional rules the Fund chose to early adopt these provisions on a prospective basis. On a comparative basis, this would have resulted in an increase in contributed surplus for this change, and a corresponding non-cash charge of $58 ($0.003 per unit), for the three months ended March 31, 2003. The Interim Financial Statements for March 31, 2003 have been adjusted to include these revised amounts. The corresponding non-cash expense for the period in 2004 was $157 ($0.006 per unit). c) Impairment of Long-Lived Assets: Effective January 1, 2004, the Fund adopted the new recommendation of the CICA on impairment of long-lived assets issued in December 2002. This recommendation provides guidance on the recognition, measurement and disclosure of impairment of long-lived assets. There is a requirement to recognize an impairment loss for a long-lived asset when its carrying amount exceeds the sum of the undiscounted cash flows expected from its use and eventual disposition. The impairment loss is measured as the amount by which carrying amount of the asset exceeds its fair value. As at March 31, 2004 there were no indications of impairment of long-lived assets. To account for the change in accounting standards as outlined in (a) and (b) above, the historical amounts in the financial statements have been adjusted as follows: /T/ Asset Retirement Adjusted Consolidated At December 31, Obligation December 31, Balance Sheets 2003 Adjustments 2003 --------------------------- ----------- Capital assets & intangibles 217,517 2,009 219,526 Future income tax 37,841 70 37,911 Site restoration 2,936 (2,936) - Asset retirement obligation - 4,736 4,736 Accumulated earnings 81,123 139 81,262 Adjusted Consolidated three Statements of Asset months Operations and For the three Retirement Stock-based ended Accumulated months ended Obligation Compensation March 31, Earnings March 31, 2003 Adjustments Adjustments 2003 ---------------------------------------------------- Site restoration expense 128 (128) - - Depreciation and accretion expense 2,895 134 - 3,029 Future income tax provision 1,198 (2) - 1,196 Stock-based compensation expense 318 - 58 376 Net earnings 2,088 (4) (58) 2,026 /T/ The adjustments reduced basic earnings per unit from $0.10 to $0.09 but had no effect on the diluted earnings per unit for the three months ended March 31, 2003. 3) Acquisitions The Fund made three acquisitions during the three months ended March 31, 2004. The Fund acquired a satellite oilfield facility located near Drumheller, Alberta on January 1, 2004; purchased a second satellite facility near Redwater, Alberta on March 1, 2004; and on March 31, 2004 acquired the business and assets of an Industrial Services company in Cranbrook, B.C. The amount of the consideration given and the assets received were: /T/ Total --------- Total cash consideration 10,715 --------- Land 300 Plant & equipment 6,496 Intangibles 1,120 Petroleum & natural gas rights 500 Goodwill 2,430 Asset retirement obligation (131) --------- Total 10,715 --------- --------- /T/ Certain of the above numbers are management's current estimate of the known and expected costs, and may change as the final costs are received. 4) Unitholders' capital On March 1, 2003 and pursuant to the Plan of Arrangement 21,810,318 units were issued by the Fund in exchange for 43,620,665 common shares of Newalta previously outstanding. Additional units were subsequently issued upon the exercise of Exchange Rights, conversion of debentures, purchase of assets, and issuance of new equity. /T/ Units/Shares (000's) Amount ----------------------- Shares issued as at December 31, 2002 43,634 98,269 Non-board lot repurchased (13) (62) Shares cancelled under the plan of arrangement (43,621) (98,207) ----------------------- - - Units issued under the plan of arrangement 21,811 98,207 Rights exercised 225 2 Units issued for cash 3,800 43,089 Units exchanged for debentures 750 6,000 Units issued on asset purchase 250 2,500 -------------------------------------------------------------------- Units outstanding as at December 31, 2003 26,836 149,798 Rights exercised 239 1,902 -------------------------------------------------------------------- Units outstanding as at March 31, 2004 27,075 151,700 -------------------------------------------------------------------- /T/ The Fund declared distributions of $0.105 per unit for each of the months of January and February, 2004, increasing to $0.125 for the month of March, 2004. For the period a total of $0.335 per unit, or $9,021 has been distributed to unitholders as of April 15, 2004. Since inception on March 1, 2003 a total of $31,980 has been distributed to unitholders. 5) Trust Unit Rights Incentive Plan During the period officers, trustees, and employees exercised rights to acquire units of the Fund. A total of 239,796 rights were exercised for $1,902. 6) Future Income Tax On March 31, 2004 the Province of Alberta announced a reduction in the corporate tax rate from 12.5% to 11.5%. The Fund recognized the change in future tax rate by reducing the future income tax liability for the period ended March 31, 2004 by $650 or $0.02 per unit. 7) Earnings per Unit Basic per unit calculations for the periods ending March 31 were based on the weighted average number of units outstanding for the periods. Diluted earnings per unit include the potential dilution of the outstanding rights and the convertible debentures. /T/ Three Months Ended March 31 2004 2003 ------------------- Weighted average number of units 26,878 21,888 Net additional units if rights exercised 585 261 Additional units if debentures converted - 750 -------------------------------------------------------------------- Diluted weighted average number of units 27,463 22,987 -------------------------------------------------------------------- 8) Reconciliation of Unitholder Distributions Declared and Paid Three Months Three Months Ended March 31 Ended March 31 2004 2003 -------------- -------------- Cash flow from operations before reorganization costs 13,801 11,111 Maintenance capital expenditures (1,024) (1,420) Asset retirement and deferred costs (26) (33) Net proceeds on sales of fixed assets 22 100 Scheduled principle repayment (751) - -------------------------------------------------------------------- Cash available for growth and distribution before reorganization costs 12,022 9,758 Reorganization costs - (4,465) -------------- -------------- Cash available for growth and distribution 12,022 5,293 -------------- -------------- -------------- -------------- Unitholder distributions declared - 9,021 1,983 - per unit - $ 0.335 0.09 Unitholder distributions paid - 8,456 - - per unit - $ 0.315 - 9) Reconciliation of Accumulated Unitholder Distributions Balance, December 31, 2002 - Unitholder distributions declared and paid (20,140) Unitholder distributions declared (2,818) --------- Balance, December 31, 2003 (22,958) --------- --------- Unitholder distributions declared and paid (5,638) Unitholder distributions declared (3,384) --------- Balance, March 31, 2004 31,980 --------- --------- /T/ 10) Segmented Information The Fund has two reportable segments. The Oilfield segment recovers and resells crude oil from oilfield waste. The Industrial segment collects waste lubricating oil, automotive, and industrial wastes which are processed into resalable products. /T/ For the three months ended March 31 ($000's) Inter- Consolidated 2004 Oilfield Industrial segment Unallocated(2) Total ----------------------------------------------------------------------- External revenue 28,788 14,100 42,888 Inter segment revenue(1) 9 11 (20) - Operating expense 13,441 11,491 (20) 24,912 Depreciation and accretion 2,164 1,125 220 3,509 ----------------------------------------------------------------------- Net margin 13,192 1,495 (220) 14,467 Selling, general and administrative 4,131 4,131 Interest expense 76 76 ----------------------------------------------------------------------- Operating income 13,192 1,495 (4,427) 10,260 ----------------------------------------------------------------------- Capital expenditures 4,425 7,382 1,183 12,990 Goodwill 10,782 2,430 13,212 Total assets 177,070 100,717 12,947 290,734 -------------------------------------------------------- -------------------------------------------------------- 2003 Inter- Consolidated (Note 2) Oilfield Industrial segment Unallocated(2) Total ----------------------------------------------------------------------- External revenue 26,106 12,304 38,410 Inter segment revenue(1) 51 84 (135) - Operating expense 12,558 10,847 (135) 23,270 Depreciation and accretion 1,775 1,061 193 3,029 ----------------------------------------------------------------------- Net margin 11,824 480 (193) 12,111 Selling, general and administrative 3,422 3,422 Interest expense 808 808 Reorganization costs 4,484 4,484 ----------------------------------------------------------------------- Operating income 11,825 480 (8,907) 3,397 ----------------------------------------------------------------------- Capital expenditures 1,236 711 (367) 1,580 Goodwill 10,782 10,782 Total assets 163,774 88,660 4,289 256,723 -------------------------------------------------------- -------------------------------------------------------- (1) Inter-segment revenues are recorded at market, less the costs of serving external customers. (2) Management does not allocate selling, general & administrative, taxes, and interest costs in the segment analysis.
For further information: Newalta Income Fund - Ronald L. Sifton, Senior Vice President, Finance and Chief Financial Officer, (403) 206-2684; Website: www.newalta.com