Four Rivers Announces Licensure of STT Technology for Cash, Net Current Asset Gain, Reduction of Overhead Costs and Future Profit Participation
LONDON, UK, Sept. 15 /PRNewswire-FirstCall/ - Four Rivers BioEnergy Inc. (OTCBB: FRBE) ('Four Rivers' or 'the Company' has announced today that it has entered into a series of transactions in relation to the STT(R) (Spinning Tube in a Tube) assets that it acquired from Kreido Biofuels, Inc. in March 2009 with newly incorporated companies formed by Mr. Jack Dunigan (jointly referred to as "the Purchaser"). Mr. Dunigan is a founder of Four Rivers and he owns 2.9% of our common stock.
Under the terms of these agreements Four Rivers has granted the Purchaser a five year exclusive US license to use, sell and manufacture the STT(R) technology for an annual royalty of 10% of the ongoing EBITDA of the licensor. Aggregate royalties in the initial five year term must amount to $500,000 for the license to automatically renew and then $200,000 p.a. thereafter for continued annual renewals.
Four Rivers retains ownership of all IP, process designs, and the United States and international patents, which includes all rights associated with the STT(R) reactor based biodiesel process technology together with those items of STT(R) plant and equipment which are core to its ongoing business. It has sold its remaining STT(R) plant and equipment to the Purchaser together with the assignment of an existing contract with an STT(R) customer, all for immediate consideration of approximately $400,000 in cash and assumption and cancellation of various payment obligations and the retention of a financial interest in any future revenues and profits generated.
Simultaneously with the asset sale and licensing transactions the Purchaser lent $500,000 to Four Rivers under a three year loan secured by part of Four Rivers Kentucky land.
In summary, these transactions result in an increase in Four Rivers' net current asset position by approximately $890,000, and Four Rivers will reduce its current annual overhead costs by approximately $230,000. Additionally, Four Rivers potentially will receive royalties and other receipts from the ongoing business activities of the Purchaser.
The aggregate book value of the non-core STT(R) assets sold to the Purchaser amounted to approximately $3.7m. This amount materially exceeds the aggregate consideration received under the transactions resulting in a book loss of approximately $3.3m. However, we consider that this does not reflect the true commercial value of the transaction, which we believe to be very positive. The book loss is calculated by comparing (a) the initial consideration received by us from the asset sale (but not any possible future receipts) with the US GAAP accounting value of the assets sold, which was derived, under GAAP, from the allocation of a disproportionate share of 'cost' to the non-core assets when compared to the value to the business of the assets which we have retained and in particular the patents, which could only be ascribed a small relative cost under the acquisition accounting rules.
Mr. Stephen Padgett, CEO of Four Rivers commented:
"We are very pleased to announce this transaction, which is absolutely aligned with our current strategy - to focus our resources on preparing the UK biodiesel plant acquired last year for full scale production and on vertically integrating new technologies and processes around that plant, including the deployment of our STT(R) technology and certain waste to energy initiatives, which will significantly enhance its earnings potential when compared to a stand-alone biodiesel plant. The resulting cash injection, improved net current asset position and the reduction in overhead costs are also extremely important to us at this time."
Mr. Gary Hudson, the Senior Vice President with responsibility for the STT(R) business, added:
"This transaction spins out the non-core STT(R) assets and grants a USA license to a trusted business partner, allowing us to share in the future revenues and profits derived by the Purchaser and to continue to work with Mr. Dunigan, for mutual gain, in a joint cooperation agreement with him and his new business. Four Rivers will have access to data and process applications and developments derived from the use of the STT(R) reactor based biodiesel plant and customers in other industries who will use the STT(R) technology for process intensification applications. Four Rivers retains all rights to use the STT(R) technology for its own activities in the United States and for sale outside the United States and will on an arm's length basis consider using Mr. Dunigan for manufacturing, training and maintenance."
Mr. Dunigan commented that he is very pleased to have been able to execute this transaction with Four Rivers. He further said "I look forward to continuing the relationship I have established in my four years with Four Rivers and am sure we will make this a mutual success. The knowledge we expect to gain from developing and operating the STT(R) in our biodiesel plant will have direct benefits to Four Rivers for its application in the Four Rivers BioFuels plant in the United Kingdom. Our plans include promoting the STT(R) not only in industries where trials have proved very successful but also in the biofuels industry including bioethanol plants."
About Four Rivers BioEnergy, Inc.
Four Rivers BioEnergy, Inc. is realizing the potential of biofuel and renewable energy by utilizing financial and operational expertise to aggregate biofuel and renewable energy assets, integrate value added technologies, and drive significant increases in efficiencies, output and profitability. Additionally, 4Rivers is committed to commercializing the STT(R) technology worldwide. STT, Magellan and Innovator are registered USPTO trademarks of Four Rivers BioEnergy, Inc., all rights reserved.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on management's good faith views and expectations when made. Forward-looking statements are inherently subject to known and unknown risks and uncertainties which, in the case of the company, include raising adequate capital to continue operations, technology and product development uncertainties, competition, cost and availability of feedstock, and plant development and manufacturing scale up. Actual results may differ, perhaps materially, from those discussed in the forward-looking statements. The company discussed in this release is not obligated to update its forward-looking statements or comment on those differences. Readers are encouraged to refer to the recent public filings of the company to further ascertain the risks associated with the forward-looking statements. Readers are urged not to place undue reliance upon such statements.
SOURCE Four Rivers BioEnergy Company Inc.
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