Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Form 10QSB for TIDELANDS OIL & GAS CORP/WA
--------------------------------------------------------------------------------
23-May-2006
Quarterly Report
Item 2. Management's Discussion and Analysis or Plan of Operation
Business Overview
Our products and services are primarily focused on development and operation of transportation, processing, distribution and storage projects for natural gas and natural gas liquids in the northeastern states of Mexico (Chihuahua, Coahuila, Nuevo Leon and Tamaulipas) and the state of Texas in the United States of America. The Company has also begun a feasibility study for the potential development of an offshore LNG regasification terminal and connecting natural gas pipeline in the vicinity of Long Beach, California.
We derive our revenue from transportation fees from delivery of natural gas to Conagas, the local distribution company in Piedras Negras, Coahuila, through the pipeline owned by Reef Ventures, L.P. Additionallly, revenues are derived from the provision of construction services for yard lines and meter sets installed to a homeowner's lot, and the sale of propane gas to residential customers in Central Texas through the assets owned by Sonterra Energy Corporation.
Recent Developments
In the three months ended March 31, 2006, several significant developments occurred with respect to the businesses operated by the Company.
Financing Transaction
On January 20, 2006, the Company entered into Securities Purchase Agreements with seven accredited investors(collectively, "Purchasers or Holders"). We sold $6,569,750 Dollars, in the aggregate principal amount, of discounted convertible debentures("Debentures") and Series A and Series B Warrants to purchase common stock ("Warrants") for an aggregate payment of $5,396,098 after deduction for the interest discount. The Company paid an 8% commission to the placement agent, HPC Capital Management, LLC., a registered broker-dealer. The Company granted HPC Capital Management Series A Common Stock Purchase Warrants as additional transaction compensation. The Company received net proceeds of $4,949,291.88 after deduction of legal costs, commissions and interest discount. We intend to use the proceeds for working capital.
The sale of these securities required the Company to increase its authorized common stock capital because it had insufficient authorized capital to comply with all of the Debenture conversion and Warrant exercise provisions contained in the Transaction Documents. We have reserved 9,000,000 common shares of our unissued authorized common stock capital for the transaction. On April 17, 2006, an amendment to the articles of incorporation of the Company was approved via written consent in lieu of a special meeting of the shareholders of the Company and on April 19, 2006, the Company amended its articles of incorporation by increasing its authorized common stock capital from One Hundred Million (100,000,000) shares, par value $0.001 per share to Two Hundred Fifty Million (250,000,000) shares, par value $0.001 per share, thus satisfying the requirements of the financing documents.
-13-
We have also agreed to file a registration statement on Form SB-2 with the U.S. Securities and Exchange Commission ("SEC") to register the common stock underlying the Debentures and Warrants.
We sold these securities in an exempt transaction under the Securities Act of 1933,(the "Act") as amended, pursuant to Section 4(2) and Regulation D Rule 506. These are restricted securities and may not be resold without registration under the Act or an exemption from the registration requirements of the Act.
The Debentures are Original Issue Discount Convertible Debentures with an aggregate face amount of $6,569,750. The purchasers paid an aggregate principal sum of $5,396,098. The face amount of the Debentures is due January 20, 2008. The difference between the face amount and the aggregate principal paid represents the interest expense. The Debenture Holder may convert all or part of the Debenture face amount into shares of Tidelands common stock at any time at an initial conversion rate of $0.87 per share.
The Purchasers have agreed to restrict their ability to convert their Debentures or Exercise their Warrants and receive our shares such that the number of shares of common stock held by each of them individually in the aggregate after such conversion or exercise does not exceed 4.99% of the then issued and outstanding Company common shares. This beneficial ownership limitation may be waived by the Holder.
Subject to specific terms and conditions in the Debenture, the Company has the option to force conversion of the Debentures into common shares if the Company's share price as quoted on the Over-the-Counter Electronic Bulletin Board exceeds 250% of the then Conversion Price for a period of time based on a Volume Weighted Average Price (VWAP) formula. The VWAP share price must exceed this 250% price for at least 20 consecutive Trading Days.
The conversion price will be subject to adjustment for corporate events, such as stock splits, stock dividends, and stock combinations, as more specifically outlined in the transaction documents.
We granted the Purchasers Series A Common Stock Purchase Warrants (Series A Warrants) to purchase 2,491,974 shares of our common stock at $0.935 per share. We also granted HPC Capital Management 65,697 Series A Common Warrants to purchase our common stock at $0.935 per share.
The Series A Warrants may be exercised immediately by the Purchasers and terminate on January 20, 2009.
Subject to specific terms and conditions in the Series A Warrant including an effective registration statement registering underlying shares, the Company has the call option to force conversion of this Warrant into common shares if the Company's share price as quoted on the Over-the-Counter Electronic Bulletin Board exceeds 250% of the then effective Exercise Price for a period of time based on a Volume Weighted Average Price (VWAP) formula. The VWAP share price must exceed this 250% threshold price for at least 20 consecutive Trading Days.
If at any time after one year from the date of issuance there is no effective registration statement registering, or no current prospectus available for the resale of the underlying shares, then this Warrant may also be exercised by
-14-
means of "cashless exercise" as determined by a formula described in the Warrant.
The exercise price will be subject to adjustment for corporate events, such as stock splits, stock dividends, and stock combinations, as more specifically outlined in the transaction documents.
We granted the Purchasers Series B Common Stock Purchase Warrants ("Series B Warrants") to purchase 7,551,432 shares of our common stock at $1.275 per share. The Purchasers have the right to exercise the Series B Warrants commencing at any time on, or after January 20, 2007 and on, or before February 19, 2007.
Subject to specific terms and conditions in the Series B Warrant, including an effective registration statement registering underlying shares, the Company has the option to force the exercise of this Warrant into common shares if the Company's share price as quoted on the Over-the-Counter Electronic Bulletin Board exceeds 150% of the then effective Exercise Price for a period of time based on a Volume Weighted Average Price (VWAP) formula. The VWAP share price must exceed this 150% threshold price for at least 20 consecutive Trading Days.
If at any time after one year from the date of issuance there is no effective registration statement registering, or no current prospectus available for the resale of the underlying shares, then this Warrant may also be exercised by means of "cashless exercise" as determined by a formula described in the Warrant.
The exercise price will be subject to adjustment for corporate events, such as stock splits, stock dividends, and stock combinations, as more specifically outlined in the transaction documents.
We have granted the Purchasers and HPC Capital Management registration rights on the shares underlying the Debentures and the Warrants. The Common Stock underlying the Debentures and Warrants will be registered under the Securities Act of 1933, as amended, for re-offer and re-sale by the Purchasers and HPC Capital Management. If the Company fails to timely file a registration statement or is unable to have the registration statement declared effective by the SEC within the stated periods of time, we will trigger a default and be subject to among other things, acceleration of the Debentures, at the Purchasers' options, additional default interest payment and monetary liquidated damages. The liquidated damages will be capped at 20% of the Debentures face amounts.
Esperanza Energy LLC
Esperanza Energy LLC ("Esperanza") was formed as a wholly owned subsidiary of the Company in March 2006 to evaluate the feasibility of developing an offshore, deep-water liquefied natural gas (LNG) regas terminal in the offshore waters near Long Beach, California. Esperanza would utilize TORP Technology's HiLoad LNG Regas unit which attaches to an LNG tanker, directly vaporizes the LNG as it is offloaded and injects the regasified natural gas into an undersea pipeline for transportation of the natural gas to onshore metering stations and transmission pipelines to supply nearby gas markets. The TORP HiLoad LNG Regas unit eliminates the need for extensive above-ground storage tanks or large marine structures required for berthing and processing of the LNG.
-15-
Esperanza is conducting the feasibility study for this project with the assistance of best-in-class LNG, environmental, pipeline and legal experts that include:
o David Maul, former Manager of the California Energy Commission Natural Gas Office,
o ENTRIX, Inc., a professional environmental consulting company specializing in environmental permitting and compliance for major offshore oil and gas projects in California and the United States,
o Project Consulting Services, Inc., a leader in engineering, construction, management, and inspection of onshore and offshore pipelines, and
o Pillsbury Winthrop Shaw Pittman, LLP, an interdisciplinary law firm with leading practices in environmental, land use and energy legal advice and in project development and finance.
Active consultations continue with California stakeholders and the above mentioned team regarding the optimal design and operational configuration of the project. A primary objective of the project feasibility study is to design the project to exceed California environmental, public health and safety requirements.
Sonora Pipeline LLC and Terranova Energia, S. de R.L. de C.V.
The cross-border gas pipeline and storage development activities of the above entities to establish the Burgos Hub Export/Import project progressed forward in two principal areas:
Permitting Activities -
Sonora Pipeline LLC continued its efforts to finish all activities necessary to move from NEPA pre-filing status to a submission for Certification for its two International Pipeline U.S. segment, the Progreso International Pipeline and the Mission International Pipeline. Sonora believes it has filed all needed revisions to the Draft Environmental Report for the Progreso International Pipeline with FERC for purposes of the NEPA Environmental Assessment requirements. This pipeline is the eastern leg of the U.S. pipelines which will interconnect with the Tennessee Gas Pipeline transmission lines at the Alamo Station and deliver natural gas to the Brasil Storage facility approximately 17 miles south of the U.S./Mexico border at Progreso, Texas. The Mission International Pipeline segment was re-designed in the first quarter of 2006 due to a routing conflict with a fiber optic line. It will be approximately 24 miles long and will commence at the existing HPL Valero-Gilmore gas plant in Hidalgo County, Texas and extend southward to the Arguelles crossing of the Rio Grande River into Mexico near the city of Mission, Texas. The completion of NEPA pre-filing activities for the Mission segment including responses to FERC inquiries and scoping of affected stakeholders is anticipated in the second quarter of 2006. The current catalog of FERC correspondence for Sonora's activities is located at www.ferc.gov under Docket No. PF05-15.
Terranova Energia, S. de R.L. de C.V. continued its permitting efforts with the Comision Reguladora de Energia (CRE) in Mexico by submitting several additional capex and opex revisions to its previous submissions for the Occidente Pipeline segment in response to comments from CRE staff and with the assistance of its
-16-
financial advisory firm, HSBC Securities USA. We submitted the permit application for the Terranova pipeline Occidente section to the CRE, the Mexican energy regulatory entity, on March 18, 2005 and they were accepted for full review on June 14, 2005. Terranova expects that barring further requests from CRE for information or revisions of existing information from the Company, final drafting of the CRE resolution for approval of the pipeline permit will occur in the next few weeks with approval of a final resolution and issuance of a pipeline permit after appropriate consideration by the CRE commissioners. Additionally, we submitted the storage permit to the CRE on August 5, 2005 and it was accepted for full review on October 14, 2005. Several unique questions are presented by the filing of this permit due to the proposed location and the lack of previous storage permit applications having been considered by the CRE. As a result, management has no reliable estimate concerning when this permit application will be presented for decision by staff to the CRE Commissioners.
Commercial Activities -
The Company continues to present the pipeline and storage segments of the Burgos Hub Export/Import project to commercial audiences in efforts to solicit their interest and participation in the project at various levels. There have been numerous introductory meetings with staff of the CFE and the Monterrey industrial consumers of natural gas with a view toward clarifying their need and usage of the proposed project facilities. Future efforts will concentrate on the development and negotiation of precedent agreements for capacity reservation of the project facilities. Preliminary evaluation of demand for storage capacity reservation based upon direct discussion with the various customers is conservatively estimated at 40 Bcf for the market area influenced by the project. Similarly, several discussions continue with interested parties in the U.S. and Mexico regarding the execution of a joint development agreement between Terranova and their firms for the funding, development and ownership of the project.
FORWARD-LOOKING STATEMENTS:
We have included forward-looking statements in this report. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward looking statements. Without limiting the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "estimate", "plan" or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors. Factors that might cause forward-looking statements to differ materially from actual results include, among other things, overall economic and business conditions, demand for the Company's products, competitive factors in the industries in which we compete or intend to compete, natural gas availability and cost and timing, impact and other uncertainties of our future acquisition plans.
Plan of Operation
There have been no significant changes in capitalization or financial status during the past two years that are not reflected in the financial statements. The Company's plan of operation during the next twelve (12) months includes the following:
1. Pursue financing for a Biofuels Project.
2. Continue R&D, testing Municipal Waste processing equipment and testing existing and newly developed cellulose enzymes.
3. Continue the design and development of a Biofuels Project into three businesses -- Municipal Waste recycle, ethanol fuel production and electric power generation.
4. Pursue oil and gas lease acquisition with third party investors and investigate the possibility of entering into the wholesale electric power generation business.
5. Continue to receive royalty income through Company owned overriding royalty interests.
The Company formed Biofuels, Inc. ("Biofuels"), a wholly-owned subsidiary, for the purpose of investing in and developing the Biofuels Technology for a Biofuels Project. This effort was centered on management's belief that a Celmat to ethanol technology could be commercialized, based on the Company's extensive experience at its former research center from 1982 through 1992, and its experience in developing a Biofuels Project.
Based on its R&D efforts, the Company believes the Biofuels Project would be the first business to economically produce ethanol transportation fuel from low-cost organic cellulosic materials ("Celmat") consisting of mostly paper products easily harvested from Municipal Waste through new generation enviro-friendly manufacturing plants fed by Municipal Waste, which plants would combine recycling, electric power and ethanol fuel production at several regional Biofuels Plant sites.
The Company further believes that its innovative Biofuels Technology would create a profit generating solution for three major contemporary domestic issues. First, it would provide an opportunity to significantly reduce the volume of Municipal Waste that currently must be landfilled or incinerated. Second, it offers a low-cost method of producing ethanol fuel, the only known commercially viable and publicly accepted renewable low- polluting transportation fuel that the Company believes someday will compete in price at the pump with gasoline. Third, it offers a low-cost method of producing electric power from clean burning lignin fuel. The reason for such optimism is the high Tip Fee currently paid by eastern U.S. municipalities to landfills and to incinerators for the disposal of Municipal Waste.
The Company's most significant assets are its oil and gas production income, its oil and gas leaseholds held for resale, approximating 8,000 net acres at November 8, 2005, including leaseholds acquired under its unrelated third-party agreements and its plan for the full development of a Biofuels Project
Oil and Gas Leaseholds
The location and gross and net acreage of the Company's
inventory of oil and gas leaseholds at March 31, 2005 was
approximately as follows:
Location Gross Acres Net Acres
Utah 3,465 2,207
Wyoming 1,243 1,243
Total 4,708 3,450
A gross acre consists of 100% of the working interest. A net
acre is calculated by gross acres multiplied by the percentage of
working interest owned.
MSEV macd about to cross. Keep an eye on it. News out too.
radar...MSEV .145x.146
msev .145x.146
MSEV MACD about to cross. keep her on radar
MSEV found bottom looking for MACD to cross. Rsi up, volume trend up. I'm took small position but still waiting for MACD to cross before i do a mon'back. good luck to all
MSEV found bottom looking for MACD to cross. Rsi up, volume trend up. I'm took small position but still waiting for MACD to cross before i do a mon'back. good luck to all
MSEV time to pick up some shares. MACD might cross soon, RSI going up, found bottom and bouncing. good luck to all
yeah it hurts sometimes. good luck to you in the future. looks like you know how to pick them private message me anytime and fill me in on your picks see ya, T.J.
nice call buddy.. i almost bought more yesterday but didn't average down. I'm loving this ride
OHH YEAH THE POT IS BREWIN. BID UPTICKED FROM .046 TO .05 AND STILL NOBODY IS SELLING. CAN'T WAIT UNTIL WE GET A PR ABOUT THE ETHANOL FROM MUNICIPAL WASTE TEST PLANT.
STDE seems to be heating up. only one block of 13k sold today. Keep her on radar for next bounce.
looks like stde is heating up today..getting ready for next bounce:)
STDE, Standard Energy Corp. 3 in one company. Ethanol(no income from patent tech. design yet, ethanol from celmate) oil refine, and oil fields. Keep on radar she's gonna go up!
good day to all paim holders. I'm talking to ETrade right now about my preferred shares. What happened to me was they put them in my account then took them back out the next day! So, from what this gentelman is telling me, it's my understanding that the TA is sending them directly to shareholders in certificate form. i'm not sure if Etrade is trying to pull a fast one on me. Thanks for any help. T.J.
WNMI -(OTC)
Date Open High Low Last Change Volume % Change
05/03/06 0.0012 0.0012 0.0012 0.0012 -0.0000 420000 +0.00%
Composite Indicator
Trend Spotter TM Hold
Short Term Indicators
7 Day Average Directional Indicator Buy
10 - 8 Day Moving Average Hilo Channel Buy
20 Day Moving Average vs Price Buy
20 - 50 Day MACD Oscillator Buy
20 Day Bollinger Bands Buy
Short Term Indicators Average: 100% - Buy
20-Day Average Volume - 11665564
Medium Term Indicators
40 Day Commodity Channel Index Buy
50 Day Moving Average vs Price Buy
20 - 100 Day MACD Oscillator Buy
50 Day Parabolic Time/Price Buy
Medium Term Indicators Average: 100% - Buy
50-Day Average Volume - 13947000
Long Term Indicators
60 Day Commodity Channel Index Buy
100 Day Moving Average vs Price Buy
50 - 100 Day MACD Oscillator Hold
Long Term Indicators Average: 67% - Buy
100-Day Average Volume - 10251359
Overall Average: 88% - Buy
Price Support Pivot Point Resistance
0.0012 0.0006 0.0012 0.0018
WNMI - WARNING MGMT SVCS (OTC)
Date Open High Low Last Change Volume % Change
05/03/06 0.0012 0.0012 0.0012 0.0012 -0.0000 420000 +0.00%
Composite Indicator
Trend Spotter TM Hold
Short Term Indicators
7 Day Average Directional Indicator Buy
10 - 8 Day Moving Average Hilo Channel Buy
20 Day Moving Average vs Price Buy
20 - 50 Day MACD Oscillator Buy
20 Day Bollinger Bands Buy
Short Term Indicators Average: 100% - Buy
20-Day Average Volume - 11665564
Medium Term Indicators
40 Day Commodity Channel Index Buy
50 Day Moving Average vs Price Buy
20 - 100 Day MACD Oscillator Buy
50 Day Parabolic Time/Price Buy
Medium Term Indicators Average: 100% - Buy
50-Day Average Volume - 13947000
Long Term Indicators
60 Day Commodity Channel Index Buy
100 Day Moving Average vs Price Buy
50 - 100 Day MACD Oscillator Hold
Long Term Indicators Average: 67% - Buy
100-Day Average Volume - 10251359
Overall Average: 88% - Buy
Price Support Pivot Point Resistance
0.0012 0.0006 0.0012 0.0018
WNMI - WARNING MGMT SVCS (OTC)
Date Open High Low Last Change Volume % Change
05/03/06 0.0012 0.0012 0.0012 0.0012 -0.0000 420000 +0.00%
Composite Indicator
Trend Spotter TM Hold
Short Term Indicators
7 Day Average Directional Indicator Buy
10 - 8 Day Moving Average Hilo Channel Buy
20 Day Moving Average vs Price Buy
20 - 50 Day MACD Oscillator Buy
20 Day Bollinger Bands Buy
Short Term Indicators Average: 100% - Buy
20-Day Average Volume - 11665564
Medium Term Indicators
40 Day Commodity Channel Index Buy
50 Day Moving Average vs Price Buy
20 - 100 Day MACD Oscillator Buy
50 Day Parabolic Time/Price Buy
Medium Term Indicators Average: 100% - Buy
50-Day Average Volume - 13947000
Long Term Indicators
60 Day Commodity Channel Index Buy
100 Day Moving Average vs Price Buy
50 - 100 Day MACD Oscillator Hold
Long Term Indicators Average: 67% - Buy
100-Day Average Volume - 10251359
Overall Average: 88% - Buy
Price Support Pivot Point Resistance
0.0012 0.0006 0.0012 0.0018
Nice looking out and great call. We should see a nice bounce sometime soon.
wnmi .0012x.0015
wnmi .12 x .13
WMNI is going to play nice the next couple days. watch for gap in morning. just my opinon
WNMI should be a great play the next couple days. looking for gap tomorrow.
WNMI is gonna go soon. should see gap in morning $$$
TGC 2.03 x 2.04 looking great congrats to all who got in early
OWENQ 1.18 X 1.19
GTE 1.42 x 1.43
Good luck to all who are in. It should be a good summer.
May 02, 2006 08:17:05 (ET)
TOLEDO, Ohio, May 2, 2006 /PRNewswire-FirstCall via COMTEX/ -- Owens Corning (OTC Bulletin Board: OWENQ.OB) today reported record sales and operating results for the first quarter ending March 31, 2006. The company reported sales of $1.601 billion during the period, compared with $1.402 billion in the first quarter of 2005, a 14.2 percent increase from the prior year.
"I am pleased that our company delivered a strong financial performance by all measures," said Dave Brown, president and chief executive officer. "Our record operating results in the first quarter reflected the strong demand of our Building Materials Systems segment. We will continue to introduce new product offerings, maintain cost control and streamline our business processes to deliver profitable growth and enhance customer satisfaction.
"Our unconditional commitment to the safety of employees remains a top priority," added Brown. "We've continued to reduce the number of recordable injuries in the workplace through the first quarter, resulting in an unprecedented level of safety within our company."
For the first quarter of 2006, Owens Corning reported income from operations of $115 million, compared with a loss from operations of $4.281 billion for the same period of 2005. In March of 2005, a federal district court estimated Owens Corning's asbestos liability at $7 billion, which resulted in a non-cash charge of $4.342 billion in the first quarter of 2005. Excluding this and other Chapter 11-related reorganization items of $7 million and $36 million during the first quarter of 2006 and 2005, respectively, operating performance improved 26 percent in the first quarter compared with the same period of 2005.
When communicating to its Board of Directors and employees regarding the operating performance of Owens Corning, management excludes certain items, including those related to the company's Chapter 11 proceedings, asbestos liabilities and restructuring activities. The company recognizes that excluding these items is not necessarily a more meaningful measure of performance than is operating income (loss) reported on a GAAP basis. In addition, such presentation is not necessarily indicative of the results that the company would have achieved if the company was not subject to Chapter 11 proceedings.
Outlook
Although market demand for building materials products remained strong through the first quarter, recent increases in United States housing inventory and interest rates are expected to exert pressure on demand, which could impact prices for certain products.
Offsetting this potential softening of demand, the Energy Policy Act of 2005 may stimulate demand for Owens Corning products in the United States due to the potential tax credits offered to home builders for the construction of more energy-efficient homes, and to homeowners for certain energy-efficient home improvements.
Progress Toward Emergence Continues
Owens Corning filed a modified plan of reorganization, available at www.ocplan.com , with the United States Bankruptcy Court for the District of Delaware on March 29, 2006. While this filing is a key step toward emergence, a number of additional steps remain in the process, including creditor voting and Court approval.
The Bankruptcy Court scheduled Owens Corning's disclosure statement hearing for May 10, 2006, where it will determine whether the plan provides sufficient information to allow creditors to cast an informed vote on the plan. Confirmation hearings in the company's Chapter 11 case are currently set for July 10, 17 and 18, 2006.
While the revised plan of reorganization is not yet a fully consensual plan, the company continues to negotiate with each of its creditors to reach agreement. Owens Corning remains committed to emerging from Chapter 11 with a plan that deals fairly and equitably with all of our creditors and is in the best interests of our employees, customers and company.
About Owens Corning
Owens Corning is a world leader in building materials systems and composite solutions. A Fortune 500 company for more than 50 years, Owens Corning people redefine what is possible each day to deliver high-quality products and services ranging from insulation, roofing, siding and stone, to glass composite materials used in transportation, electronic, telecommunications and other high-performance applications. Since the company's founding in 1938, Owens Corning has become a market-leading innovator of glass-fiber technology with sales of $6.3 billion in 2005 and 20,000 employees in 25 countries. Additional information is available at www.owenscorning.com.
On October 5, 2000, Owens Corning and 17 United States subsidiaries filed voluntary petitions for relief under Chapter 11 of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court for the District of Delaware. The Debtors are currently operating their businesses as debtors-in-possession in accordance with provisions of the Bankruptcy Code. The Chapter 11 cases of the Debtors are being jointly administered under Case No. 00-3837 (JKF). The Chapter 11 cases do not include other U. S. subsidiaries of Owens Corning or any of its foreign subsidiaries. The Debtors filed for relief under Chapter 11 to address the growing demands on Owens Corning's cash flow resulting from the substantial costs of asbestos personal injury liability.
On March 29, 2006, the Debtors, together with the Official Committee of Asbestos Claimants and the Legal Representative for future asbestos personal injury claimants, filed an amended Joint Plan of Reorganization in the U. S. Bankruptcy Court for the District of Delaware. The Plan is subject to confirmation by the Bankruptcy Court.
The current Plan contemplates that most classes of pre-petition unsecured creditors of Owens Corning will be impaired. Therefore, the Plan provides that the existing common stock of Owens Corning will be cancelled, and that current shareholders will receive no distribution or other consideration in exchange for their shares.
This news 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 forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Further information on factors that could affect the company's financial and other results is included in the company's Forms 10-Q and 10-K, filed with the Securities and Exchange Commission.
SOURCE Owens Corning
Media, Jason Saragian, +1-419-248-8987, or Investors, Scott Deitz, +1-419-248-8935,
both of Owens Corning
http://www.prnewswire.com
Copyright (C) 2006 PR Newswire. All rights reserved. **********************************************************************
STDE .055x.065 watchful waiting, not going to take much to mover STDE to .08
May 02, 2006 08:17:05 (ET)
TOLEDO, Ohio, May 2, 2006 /PRNewswire-FirstCall via COMTEX/ -- Owens Corning (OTC Bulletin Board: OWENQ.OB) today reported record sales and operating results for the first quarter ending March 31, 2006. The company reported sales of $1.601 billion during the period, compared with $1.402 billion in the first quarter of 2005, a 14.2 percent increase from the prior year.
"I am pleased that our company delivered a strong financial performance by all measures," said Dave Brown, president and chief executive officer. "Our record operating results in the first quarter reflected the strong demand of our Building Materials Systems segment. We will continue to introduce new product offerings, maintain cost control and streamline our business processes to deliver profitable growth and enhance customer satisfaction.
"Our unconditional commitment to the safety of employees remains a top priority," added Brown. "We've continued to reduce the number of recordable injuries in the workplace through the first quarter, resulting in an unprecedented level of safety within our company."
For the first quarter of 2006, Owens Corning reported income from operations of $115 million, compared with a loss from operations of $4.281 billion for the same period of 2005. In March of 2005, a federal district court estimated Owens Corning's asbestos liability at $7 billion, which resulted in a non-cash charge of $4.342 billion in the first quarter of 2005. Excluding this and other Chapter 11-related reorganization items of $7 million and $36 million during the first quarter of 2006 and 2005, respectively, operating performance improved 26 percent in the first quarter compared with the same period of 2005.
When communicating to its Board of Directors and employees regarding the operating performance of Owens Corning, management excludes certain items, including those related to the company's Chapter 11 proceedings, asbestos liabilities and restructuring activities. The company recognizes that excluding these items is not necessarily a more meaningful measure of performance than is operating income (loss) reported on a GAAP basis. In addition, such presentation is not necessarily indicative of the results that the company would have achieved if the company was not subject to Chapter 11 proceedings.
Outlook
Although market demand for building materials products remained strong through the first quarter, recent increases in United States housing inventory and interest rates are expected to exert pressure on demand, which could impact prices for certain products.
Offsetting this potential softening of demand, the Energy Policy Act of 2005 may stimulate demand for Owens Corning products in the United States due to the potential tax credits offered to home builders for the construction of more energy-efficient homes, and to homeowners for certain energy-efficient home improvements.
Progress Toward Emergence Continues
Owens Corning filed a modified plan of reorganization, available at www.ocplan.com , with the United States Bankruptcy Court for the District of Delaware on March 29, 2006. While this filing is a key step toward emergence, a number of additional steps remain in the process, including creditor voting and Court approval.
The Bankruptcy Court scheduled Owens Corning's disclosure statement hearing for May 10, 2006, where it will determine whether the plan provides sufficient information to allow creditors to cast an informed vote on the plan. Confirmation hearings in the company's Chapter 11 case are currently set for July 10, 17 and 18, 2006.
While the revised plan of reorganization is not yet a fully consensual plan, the company continues to negotiate with each of its creditors to reach agreement. Owens Corning remains committed to emerging from Chapter 11 with a plan that deals fairly and equitably with all of our creditors and is in the best interests of our employees, customers and company.
About Owens Corning
Owens Corning is a world leader in building materials systems and composite solutions. A Fortune 500 company for more than 50 years, Owens Corning people redefine what is possible each day to deliver high-quality products and services ranging from insulation, roofing, siding and stone, to glass composite materials used in transportation, electronic, telecommunications and other high-performance applications. Since the company's founding in 1938, Owens Corning has become a market-leading innovator of glass-fiber technology with sales of $6.3 billion in 2005 and 20,000 employees in 25 countries. Additional information is available at www.owenscorning.com.
On October 5, 2000, Owens Corning and 17 United States subsidiaries filed voluntary petitions for relief under Chapter 11 of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court for the District of Delaware. The Debtors are currently operating their businesses as debtors-in-possession in accordance with provisions of the Bankruptcy Code. The Chapter 11 cases of the Debtors are being jointly administered under Case No. 00-3837 (JKF). The Chapter 11 cases do not include other U. S. subsidiaries of Owens Corning or any of its foreign subsidiaries. The Debtors filed for relief under Chapter 11 to address the growing demands on Owens Corning's cash flow resulting from the substantial costs of asbestos personal injury liability.
On March 29, 2006, the Debtors, together with the Official Committee of Asbestos Claimants and the Legal Representative for future asbestos personal injury claimants, filed an amended Joint Plan of Reorganization in the U. S. Bankruptcy Court for the District of Delaware. The Plan is subject to confirmation by the Bankruptcy Court.
The current Plan contemplates that most classes of pre-petition unsecured creditors of Owens Corning will be impaired. Therefore, the Plan provides that the existing common stock of Owens Corning will be cancelled, and that current shareholders will receive no distribution or other consideration in exchange for their shares.
This news 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 forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Further information on factors that could affect the company's financial and other results is included in the company's Forms 10-Q and 10-K, filed with the Securities and Exchange Commission.
SOURCE Owens Corning
Media, Jason Saragian, +1-419-248-8987, or Investors, Scott Deitz, +1-419-248-8935,
both of Owens Corning
http://www.prnewswire.com
Copyright (C) 2006 PR Newswire. All rights reserved. ****************************************************************
OWENQ
TOLEDO, Ohio, May 1, 2006 /PRNewswire-FirstCall via COMTEX News Network/ --
Owens Corning (OTC Bulletin Board: OWENQ.OB) today announced that it has completed its acquisition of the composites business of the Asahi Fiber Glass Co., Ltd. in Japan, previously announced on December 8, 2005. Terms were not disclosed.
"The addition of composite and glass-fiber manufacturing in Japan allows Owens Corning to deliver more value to more customers around the world," said Chuck Dana, president - Composite Solutions Business. "The products manufactured at this facility will support our global growth by delivering a broader range of composite solutions for the consumer and electrical, building and construction, and infrastructure markets."
The acquisition expands Owens Corning's product portfolio to include:
- Reinforcements for high-performance thermoplastics such as Liquid
Crystaline Polymer (LCP), Polyphenylene Sulfide (PPS) and Polyphenylene
Oxide (PPO) polymer products. These composite products are used in
applications where high performance is required.
- Long-fiber thermoplastic compounds for the Asia Pacific market used in
light-weight and semi-structural applications.
- Sheet Molding Compounds for the Japanese market, including high-heat
industrial and Class-A applications for automotive and consumer
markets.
- Rubber-coated glass-fiber solutions used in engine timing belts for the
automotive industry.
Owens Corning is a world leader in building materials systems and composite solutions. A Fortune 500 company for more than 50 years, Owens Corning people redefine what is possible each day to deliver high-quality products and services ranging from insulation, roofing, siding and stone, to glass composite materials used in transportation, electronic, telecommunications and other high-performance applications. Since the company's founding in 1938, Owens Corning has become a market-leading innovator of glass-fiber technology with sales of $6.3 billion in 2005 and 20,000 employees in 25 countries. Additional information is available at www.owenscorning.com.
SOURCE Owens Corning
Jason Saragian of Owens Corning, +1-419-248-8987; or Eiichi Onozawa of Golin Harris Tokyo, +81-3-5484-6025 http://www.prnewswire.com
Copyright (C) 2006 PR Newswire. All rights reserved.
GOING GREAT AVERAGED IN AT .05..HOLDING DOE A DOLLAR
and i've posted my opinion on two boards for the first time today. here's one of your old messeges that is funny imo. are you still waiting that news?? i'm sorry you got stuck with a bag. high hoe high hoe, it's off to .005 you go
Posted by: aziatic
In reply to: None Date:3/15/2006 4:06:00 PM
Post #of 4598
I almost dumped today, but changed my mind. Gonna hold for this "big news", then sell for good. with a decent profit.
just trying to help some honest people out.. you know the ones who work hard for their money? done with you pumpers!!
HAH.. hmm the pump and dump seems to be around the corner. Be very carefull investors, has disaster written all over it. DKGR..GOLD?? PR??? too funny imo
Good week to all on the STDE train. Hopefully we'll be moving up
STDE - TGC- Ready to roll??