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In many cases, the end of the year gives you time to step back and take stock of the last 12 months. This is when many of us take a hard look at what worked and what did not, complete performance reviews, and formulate plans for the coming year. For me, it is all of those things plus a time when I u...
VANCOUVER, Nov. 29, 2012 /PRNewswire/ - Western Wind Energy Corp. (the
"Company") reported today, its unaudited condensed interim consolidated
financial results for the three and nine months ended September 30,
2012. For complete details of the third quarter Condensed Interim
Consolidated Financial Statements and related Management's Discussion
and Analysis, please see the Company's filings on SEDAR (www.sedar.com) or on EDGAR (www.sec.gov). All amounts herein are reported in U.S. dollars unless otherwise
On July 30, 2012, the Company announced that it would be seeking a buyer
for the Company and its assets. On August 10, 2012, the Company
announced that it had engaged Rothschild (Canada) Inc. as its lead
financial advisor to manage and structure a comprehensive and efficient
auction process, with PI Financial Corp. engaged as a co-advisor. On
October 24, 2012, the Company announced that the auction process was
progressing as planned, with a limited number of bidders having been
invited to conduct a second round of very extensive due diligence, as
well as the addition of new participants as the proxy battle caused at
least 8 weeks of delay in the auction process due to the uncertainty
caused by a proxy battle. On November 23, 2012, Brookfield Renewable
Energy Partners L.P. ("Brookfield"), announced Brookfield's intention
to make an offer to acquire all of the outstanding common shares of the
Company for cash consideration of C$2.50 per share (the "Brookfield
Offer"). On November 26, 2012, the Company issued an announcement to
highlight that some of the initial expressions received from auction
participants that are currently conducting due diligence in the second
round of the process, would imply a value significantly greater than
the Brookfield Offer. There is no guarantee that any of the initial
expressions of interest received by the Company will result in a formal
offer being made or a binding agreement being entered into at this
The Company's generating facilities produced operating revenues of
$8,353,723 (2011 - $747,281) and $27,641,941 (2011 - $2,305,843) for
the three and nine months ended September 30, 2012, respectively.
For the three months ended September 30, 2012, net earnings improved
significantly to $8,524,018, or $0.13 per share, compared to a net loss
of ($1,581,610) (negative $0.03 per share) for the same period in
2011. For the nine months, net earnings increased to $10,254,631, or
$0.16 per share compared to a net loss of ($3,214,675) (negative $0.06
per share) for the same period in 2011.
For the three and nine months ended September 30, 2012, adjusted
earnings before interest, income taxes, depreciation and amortization,
and other expenses or income ("Adjusted EBITDA"1) increased to a loss of $(788,828), or a negative $0.01 per share1,compared to loss of $(1,282,278) (negative $0.02 per share), and
increased to $12,121,114, or a positive $0.19 per share, 1 compared to a loss of $(2,842,028) (negative $0.04 per share) the 2011
On July 16, 2012, the Company received $78,334,713 in tax free cash
grant under the U.S. Internal Revenue Code Section 1603 in connection
with its 120MW Windstar project. $68,933,897 was used to repay
Windstar bridge financing, $5,248,127 was used to increase the debt
service reserve account and $4,710,468 was set aside in restricted cash
for the ongoing arbitration between the Company and its deferred
financing vendor. The amount awarded was $12,221,994 less than the
$90,556,707 included in the Company's application and the Company has
subsequently provided further supporting documentation to the
Department of Treasury to support and request this shortfall. Ongoing
communication and numerous discussions with the Department of Treasury
have been positive to-date. While the Company is hopeful that an
additional amount will be received, the timing and amount are uncertain
and therefore the Company has not accrued this shortfall in its
financial statements as at September 30, 2012.
On October 31, 2012, the Company was in compliance with its Windstar
senior secured notes agreement covenants and received its first
distribution of $2,307,622.
On November 16, 2012, the Company's subsidiary Western Wind Energy US
Corporation closed a $25,000,000 corporate loan. The corporate loan is
structured in two parts, with the first draw of $15,000,000 being
available immediately for repayment of the Company's existing corporate
bridge financing, and is secured by a lien on future Windstar cash
distributions and an equity interest in its direct borrowing
subsidiaries. The term of the loan will be for five (5) years and with
an interest rate hedge, the annual interest rate will not exceed 11.5%
for the term of the loan. The second commitment of $10,000,000 would be
available to partially fund the Company's equity contribution and/or
the REC promissory note to the Yabucoa solar project and to facilitate
financial close of project financing, and will be secured by a lien on
future Yabucoa cash distributions and an equity interest in its direct
borrowing subsidiaries. The Yabucoa commitment under the corporate
loan agreement expires May 16, 2013 and a commitment fee of 4% per
annum is charged on the undrawn amount. As partial consideration for
advancing the loan, the Company issued to the Lender an aggregate of
400,000 share purchase warrants for a five (5) year term and an
exercise price of $2.50 per share for a period of five (5) years after
the date the Lender's Warrants are issued. In addition, the Company
will grant the Lender a security interest in and to certain of its
projects and assets as security for the facility.
On November 16, 2012 the Company received $15,000,000 from its first
draw on the corporate loan. These proceeds were used to pay the
arrangement fee, transactions costs and to repay the following
corporate bridge financing, extinguishing all terms and conditions of
the respective agreements; the $778,287 loan was repaid; the $2,220,000
loan was repaid, the $2,764,395 loan was repaid, and a partial payment
of $4,373,498 was paid on the $5,070,840 loan.
SELECTED QUARTERLY INFORMATION
Three Months Ended September 30
Nine Months Ended September 30
Total operating revenues
Net earnings (loss)
Adjusted EBITDA per share
Earnings (loss) per share
Weighted average commons shares outstanding
RESULTS OF OPERATIONS
For the three and nine months ended September 30, 2012, operating
revenues increased from $747,281 to $8,353,723, and from $2,305,843 to
$27,641,941, compared to operating revenues for the 2011 comparative
periods, respectively. This increase in operating revenues was driven
by a 408% increase in energy production to 63,944MWh (2011 - 12,591MWh)
and by a 389% increase in energy production to 234,202MWh (2011 -
47,914MWh) for the three and nine months ended September 30, 2012,
respectively, due to the additional energy production and sales from
the newly operational Windstar and Kingman generating facilities.
For the three and nine months ended September 30, 2012, adjusted
earnings before interest, income taxes, depreciation and amortization,
and other expenses or income ("Adjusted EBITDA"1) increased to a loss of $(788,828), or a negative $0.01 per share,1 compared to a loss of $(1,282,278) (negative $0.01 per share) and
increased to $12,121,114, or a positive $0.19 per share,1 compared to a loss of $(2,842,028) (negative $0.05 per share) the 2011
Net Earnings (Loss)
For the three and none months ended September 30, 2012, net earnings
increased to $8,524,018, or a positive $0.13 per share, compared to a
net loss of $(1,581,610), or a loss of $(0.03) per share, and to
$10,254,621, or a positive $0.16 per share, compared to a net loss of
$(3,214,675), or a loss of $(0.06) per share.
NON-GAAP PERFORMANCE MEASURES
Adjusted EBITDA, and Adjusted EBITDA per share, are non-GAAP performance
measures that management uses to assess the amount of cash generated by
the Company, and to measure the operating performance of the Company,
excluding the effects of interest, income taxes, depreciation and
amortization, and other expenses or income. Management measures
performance, excluding these items, as they may be non-cash, unusual in
nature, and/or are not factors used by management for evaluating the
operating performance of the Company. Adjusted EBITDA, and Adjusted
EBITDA per share, are not recognized measures under GAAP, and
therefore, may not be comparable with those presented by other
reporting issuers. Further, Adjusted EBITDA is not intended to be
representative of cash flows from operating activities or the results
of operations as determined in accordance with GAAP. However, the
Company believes that these measures are important, as they provide
management and the reader with additional information about its
operating, and cash generating capabilities, and facilitates the
comparison of results over different periods.
ABOUT WESTERN WIND ENERGY CORP.
Western Wind Energy is a vertically integrated renewable energy
production company that currently owns wind and solar generation
facilities with 165MW of rated capacity in production, in the States of
California and Arizona. Western Wind further owns substantial
development assets for both solar and wind energy in the U.S. and
Canada. The Company is headquartered in Vancouver, BC and has branch
offices in Scottsdale, Arizona and Tehachapi, California. Western Wind
trades on the Toronto Venture Exchange under the symbol "WND", and in
the United States on the OTCQX under the symbol "WNDEF".
The Company owns and operates three wind energy generation facilities in
California, and one fully integrated combined wind and solar energy
generation facility in Arizona. The three operating wind generation
facilities in California are comprised of the 120MW Windstar, 4.5MW
Windridge facilities in Tehachapi, and the 30MW Mesa wind generation
facility near Palm Springs. The facility in Arizona is the Company's
10.5MW Kingman integrated solar and wind facility. The Company is
further developing wind and solar energy projects in California,
Arizona, and Puerto Rico.
ON BEHALF OF THE BOARD OF DIRECTORS
Jeffrey J. Ciachurski President & Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains certain statements that may be considered
"forward-looking statements, such as references to the intended sale of
Western Wind Energy Corp. and its assets. Forward looking statements
are statements that are not historical facts and are generally, but not
always, identified by the words "expects", "plans", "anticipates",
"believes", "intends", "estimates", "projects", "potential" and similar
expressions, or that events or conditions "will", "would", "may",
"could" or "should" occur. The forward-looking statements in this
press release include statements regarding the intention of the Company
to complete the sale of the Company or its assets. The forward-looking
statements included in this press release are based on reasonable
assumptions, including that the Company will be able to successfully
identify a prospective buyer, negotiate the terms of sale and satisfy
all conditions required to complete the sale. Factors that may cause
results to vary from anticipations include the risk that the proxy
dispute with Sativr may disrupt and impede the sale process, the risk
that the Company may not be able to successfully identify a buyer,
negotiate acceptable terms or obtain all applicable government,
regulatory and shareholder consents required to complete the sale, that
the terms of those consents may not be acceptable to the Company, or,
assuming the Company is able to successfully complete the sale, the
Company is not able to achieve expected results following such sale.
Although Western Wind Energy Corp. believes the expectations expressed
in the forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results may differ materially from those contained in forward looking
statements. Forward looking statements are based on the beliefs,
estimates and opinions of Western Wind Energy Corp.'s management on the
date the statements are made. Western Wind Energy Corp. undertakes no
obligation to update these forward-looking statements in the event that
management's beliefs, estimates or opinions, or other factors, should
change, except as required by law.
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