Nevada
|
20-4590982
|
|
(State
or Other Jurisdiction of
|
(IRS
Employer
|
|
Incorporation)
|
Identification
No.)
|
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
x
|
PART I
- FINANCIAL INFORMATION
|
||
Item
1.
|
FINANCIAL
STATEMENTS (UNAUDITED)
|
3
|
Consolidated
Balance Sheets
|
3
|
|
Consolidated
Statements of Operations
|
4
|
|
Consolidated
Statements of Cash Flows
|
5
|
|
Notes
to Consolidated Financial Statements
|
6
|
|
Item
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
12
|
Item
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
17
|
Item
4.
|
CONTROLS
AND PROCEDURES
|
17
|
PART
II - OTHER INFORMATION
|
||
Item
1.
|
LEGAL
PROCEEDINGS
|
18
|
Item
1A.
|
RISK
FACTORS
|
18
|
Item
2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
18
|
Item
3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
18
|
Item
4.
|
(REMOVED
& RESERVED)
|
18
|
Item
5.
|
OTHER
INFORMATION
|
18
|
Item
6.
|
EXHIBITS
|
18
|
|
|
September
30,
2010
|
December 31,
2009
|
|
||||
|
|
(unaudited)
|
|
|
(audited)
|
|
||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$
|
517,716
|
$
|
2,844,711
|
||||
Department
of Energy grant receivable
|
148,181
|
207,380
|
||||||
Department
of Energy - unbilled receivables
|
261,369
|
-
|
||||||
Prepaid
expenses
|
39,176
|
50,790
|
||||||
Total
current assets
|
966,442
|
3,102,881
|
||||||
Loan
guarantee program costs
|
498,211
|
150,000
|
||||||
Property,
plant and equipment, net of accumulated depreciation of $62,813 and
$44,130, respectively
|
882,691
|
167,995
|
||||||
Total
assets
|
$
|
2,347,344
|
$
|
3,420,876
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$
|
1,040,374
|
$
|
335,547
|
||||
Accrued
liabilities
|
127,968
|
245,394
|
||||||
Total
current liabilities
|
1,168,342
|
580,941
|
||||||
Long
term stock liability
|
925,007
|
2,274,393
|
||||||
Total
liabilities
|
2,093,349
|
2,855,334
|
||||||
Stockholders’
equity:
|
||||||||
Preferred
stock, no par value, 1,000,000 shares authorized; none issued and
outstanding
|
-
|
-
|
||||||
Common
stock, $0.001 par value; 100,000,000 shares authorized; 28,544,965
and 28,296,965 shares issued; and 28,512,793 and 28,264,793
outstanding, as of September 30, 2010 and December 31, 2009,
respectively
|
28,544
|
28,296
|
||||||
Additional
paid-in capital
|
14,073,993
|
14,033,792
|
||||||
Treasury
stock at cost, 32,172 shares at September 30, 2010 and December 31,
2009
|
(101,581
|
)
|
(101,581
|
)
|
||||
Deficit
accumulated during the development stage
|
(13,746,961
|
)
|
(13,394,965
|
)
|
||||
Total
stockholders’ equity
|
253,995
|
565,542
|
||||||
Total
liabilities and stockholders’ equity
|
$
|
2,347,344
|
$
|
3,420,876
|
|
For the Three
Months
ended
September 30,
|
|
|
For the Three
Months
ended
September 30,
|
|
|
For the Nine
Months
ended
September 30,
|
|
|
For the Nine
Months
ended
September 30,
|
|
|
From March
28, 2006
(inception)
Through
September 30,
|
|
||||||
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
||||||
Revenues:
|
||||||||||||||||||||
Consulting
fees
|
$
|
-
|
$
|
-
|
$
|
47,196
|
$
|
14,570
|
$
|
115,766
|
||||||||||
Department
of energy grant
|
74,787
|
3,979,943
|
491,209
|
4,091,263
|
5,865,860
|
|||||||||||||||
Department
of energy - unbilled grant Revenue
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Total
revenues
|
74,787
|
3,979,943
|
538,405
|
4,105,833
|
5,981,126
|
|||||||||||||||
Operating
expenses:
|
||||||||||||||||||||
Project
development
|
241,161
|
303,803
|
956,956
|
947,192
|
18,196,158
|
|||||||||||||||
General
and administrative
|
543,295
|
702,142
|
1,283,935
|
1,799,498
|
14,318,565
|
|||||||||||||||
Related
party license fee
|
-
|
-
|
-
|
-
|
1,000,000
|
|||||||||||||||
Total
operating expenses
|
784,456
|
1,005,945
|
2,240,891
|
2,746,690
|
33,514,723
|
|||||||||||||||
Operating
income (loss)
|
(709,669
|
)
|
2,973,998
|
(1,702,486
|
)
|
1,359,143
|
(27,533,597
|
)
|
||||||||||||
Other
income and (expense):
|
||||||||||||||||||||
Gain
(loss) from change in fair value of warrant liability
|
(847,181)
|
1,095,919
|
1,349,386
|
(1,816,561
|
)
|
1,916,847
|
||||||||||||||
Other
income
|
519
|
161
|
1,104
|
7,364
|
256,277
|
|||||||||||||||
Financing
related charge
|
-
|
-
|
-
|
-
|
(211,660
|
)
|
||||||||||||||
Amortization
of debt discount
|
-
|
-
|
-
|
-
|
(676,982
|
)
|
||||||||||||||
Interest
expense
|
-
|
-
|
-
|
-
|
(56,097
|
)
|
||||||||||||||
Related
party interest expense
|
-
|
(173
|
)
|
-
|
(173
|
)
|
(64,966
|
)
|
||||||||||||
Loss
on extinguishment of debt
|
-
|
-
|
-
|
-
|
(2,818,370
|
)
|
||||||||||||||
Loss
on the retirements of warrants
|
-
|
-
|
-
|
-
|
(146,718
|
)
|
||||||||||||||
Total
other income and (expense)
|
(846,662
|
)
|
1,095,907
|
1,350,490
|
(1,809,370
|
)
|
(1,801,669
|
)
|
||||||||||||
Income
(loss) before income taxes
|
(1,556,331
|
)
|
4,069,905
|
(351,996
|
)
|
(450,227
|
)
|
(29,335,266
|
)
|
|||||||||||
Provision
for income taxes
|
-
|
-
|
-
|
-
|
83,147
|
|||||||||||||||
Net
income (loss)
|
$
|
(1,556,331
|
)
|
$
|
4,069,905
|
$
|
(351,996
|
)
|
$
|
(450,227
|
)
|
$
|
(29,418,413
|
)
|
||||||
Basic
and diluted income (loss) per common share
|
$
|
(0.05
|
)
|
$
|
0.14
|
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
||||||||
Weighted
average common shares outstanding, basic and diluted
|
28,507,902
|
28,142,945
|
28,381,276
|
28,116,271
|
|
For the Nine
Months Ended
September
30,
|
For the Nine
Months Ended
September
30,
|
From March 28,
2006 (inception)
Through
September
30,
|
||||||||||
|
2010
|
|
|
2009
|
|
|
2010
|
|
||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$
|
(351,996
|
)
|
$
|
(450,227
|
)
|
$
|
(29,418,413
|
)
|
|||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Founders’
shares
|
-
|
-
|
17,000
|
|||||||||
Costs
associated with purchase of Sucre Agricultural Corp
|
-
|
-
|
(3,550
|
)
|
||||||||
Interest
expense on beneficial conversion feature of convertible
notes
|
-
|
-
|
676,983
|
|||||||||
Loss
on extinguishment of convertible debt
|
-
|
-
|
2,718,370
|
|||||||||
Loss
on retirement of warrants
|
-
|
146,718
|
||||||||||
Loss
(gain) from change in the fair value of warrant
liability
|
(1,349,386
|
)
|
1,816,561
|
(1,916,847
|
)
|
|||||||
Common
stock issued for interest on Convertible notes
|
-
|
-
|
55,585
|
|||||||||
Discount
on sale of stock associated with private placement
|
-
|
-
|
211,660
|
|||||||||
Share-based
compensation
|
40,449
|
221,804
|
11,378,578
|
|||||||||
Depreciation
|
19,036
|
17,367
|
63,170
|
|||||||||
Changes
in operating assets and liabilities:
|
-
|
|||||||||||
Accounts
receivable
|
-
|
-
|
-
|
|||||||||
Department
of Energy grant receivable
|
59,199
|
(3,287,929
|
)
|
(148,181
|
)
|
|||||||
Prepaid
expenses and other current assets
|
11,614
|
1,144
|
(39,178
|
)
|
||||||||
Accounts
payable
|
343,454
|
(398,115
|
)
|
678,999
|
||||||||
Accrued
liabilities
|
(117,426
|
)
|
(22,293
|
)
|
127,970
|
|||||||
License
fee payable to related party
|
-
|
(970,000
|
)
|
-
|
||||||||
Net
cash used in operating activities
|
(1,345,056
|
)
|
(3,071,688
|
)
|
(15,451,136
|
)
|
||||||
Cash
flows from investing activities:
|
||||||||||||
Acquisition
of property and equipment
|
633,728
|
|
-
|
845,856
|
|
|||||||
Net
cash used in investing activities
|
(633,728
|
)
|
-
|
(845,856
|
)
|
|||||||
Cash
flows from financing activities:
|
||||||||||||
Repurchases
of common stock held in treasury
|
-
|
-
|
(101,581
|
)
|
||||||||
Cash
received in acquisition of Sucre Agricultural Corp.
|
-
|
-
|
690,000
|
|||||||||
Proceeds
from sale of stock through private placement
|
-
|
-
|
544,500
|
|||||||||
Proceeds
from exercise of stock options
|
-
|
-
|
40,000
|
|||||||||
Proceeds
from issuance of common stock
|
-
|
-
|
14,360,000
|
|||||||||
Proceeds
from convertible notes payable
|
-
|
-
|
2,500,000
|
|||||||||
Repayment
of notes payable
|
-
|
-
|
(500,000
|
)
|
||||||||
Proceeds
from related party notes payable
|
-
|
175,000
|
116,000
|
|||||||||
Repayment
of related party notes payable
|
-
|
-
|
(116,000
|
)
|
||||||||
Loan
guarantee program costs
|
(348,211
|
)
|
-
|
(498,211
|
)
|
|||||||
Retirement
of Aurarian warrants
|
-
|
-
|
(220,000
|
)
|
||||||||
Net
cash provided by (used in) financing activities
|
(348,211
|
)
|
175,000
|
16,814,708
|
||||||||
Net
decrease in cash and cash equivalents
|
(2,326,995
|
)
|
(2,896,688
|
)
|
517,716
|
|||||||
Cash
and cash equivalents beginning of period
|
2,844,711
|
2,999,599
|
-
|
|||||||||
Cash
and cash equivalents end of period
|
$
|
517,716
|
$
|
102,911
|
$
|
517,716
|
||||||
Supplemental
disclosures of cash flow information
|
||||||||||||
Cash
paid during the period for:
|
||||||||||||
Interest
|
$
|
-
|
$
|
$
|
56,893
|
|||||||
Income
taxes
|
$
|
-
|
$
|
14,500
|
$
|
18,096
|
||||||
Supplemental
schedule of non-cash investing and financing activities:
|
||||||||||||
Conversion
of senior secured convertible notes payable
|
$
|
-
|
$
|
-
|
$
|
2,000,000
|
||||||
Interest
converted to common stock
|
$
|
-
|
$
|
-
|
$
|
55,569
|
||||||
Fair
Value of warrants issued to placement agents
|
$
|
-
|
$
|
-
|
$
|
725,591
|
||||||
Accounts
payable, net of reimbursement, included in
construction-in-progress
|
$
|
100,004
|
$
|
-
|
$
|
100,004
|
September
30,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
Annual
dividend yield
|
-
|
-
|
||||||
Expected
life (years) of August 2007 issuance
|
N/A
|
0.64
|
||||||
Expected
life (years) of December 2007 issuance
|
2.25
|
3.00
|
||||||
Risk-free
interest rate
|
0.61
|
%
|
2.69
|
%
|
||||
Expected
volatility of August 2007 issuance
|
N/A
|
101
|
%
|
|||||
Expected
volatility of December 2007 issuance
|
122
|
%
|
95
|
%
|
|
·
|
A biorefinery that will process
approximately 190 tons of green waste material annually to produce roughly
3.9 million gallons of ethanol annually. On November 9, 2007, we purchased
the facility site which is located in Lancaster, California for the
BlueFire Ethanol Lancaster project (“Lancaster Biorefinery”). Permit
applications were filed on June 24, 2007, to allow for construction of the
Lancaster Biorefinery. On or around July 23, 2008, the Los Angeles
Planning Commission approved the use permit for construction of the plant.
However, a subsequent appeal of the county decision, which BlueFire
overcame, combined with the waiting period under the California
Environmental Quality Act, pushed the effective date of the now
non-appealable permit approval to December 12, 2008. On February 12,
2009, we were issued our Authority to Construct permit by the Antelope
Valley Air Quality Management District. We have completed the detailed
engineering and design on the project and are seeking funding in order to
build the facility. We estimate the total construction cost to be in the
range of approximately $100 million to $125 million for this first plant.
This amount is significantly greater than our previous estimations
communicated to the public. This is due in part to a combination of
significant increases in materials costs on the world market from the last
estimate till now, and the complexity of our first commercial deployment.
At the end of 2008 and early 2009, prices for materials have declined, and
we expect, that items like structural and specialty steel may continue to
decline in price in 2010 with other materials of construction following
suit. The cost approximations above do not reflect any decrease in raw
materials or any savings in construction cost. We are currently in
discussions with potential sources of financing for this facility but no
definitive agreements are in
place.
|
|
·
|
A biorefinery proposed for
development and construction in conjunction with the U.S. Department of
Energy (“DOE”), previously located in Southern California, and now located
in Fulton, Mississippi, which will process approximately 700 metric dry
tons of woody biomass, mill residue, and other cellulosic waste annually
to produce approximately 19 million gallons of ethanol annually (“DOE
Biorefinery”). We have received an Award from the DOE of up to $40 million
for the Facility. On or around October 4, 2007, we finalized Award 1 for a
total approved budget of just under $10,000,000 with the DOE. This award
is a 60%/40% cost share, whereby 40% of approve costs may be reimbursed by
the DOE pursuant to the total $40 million award announced in February
2007. On December 4, 2009, the DOE announced that the award for
this project has been increased to a maximum of $88 million under the
American Recovery and Reinvestment Act of 2009 (“ARRA”) and the Energy
Policy Act of 2005. As of September 30, 2010, BlueFire has been reimbursed
approximately $7,201,000 from the DOE under this award. On or around
February 23, 2010, we announced that we submitted an application for a
$250 million dollar loan guarantee for this planned biorefinery. The
application, filed under the DOE Program DE-FOA-0000140, which provides
federal loan guarantees for projects that employ innovative energy
efficiency, renewable energy, and advanced transmission and distribution
technologies, was submitted on February 15, 2010, and serves as a phase
one application in a two phase approval process. If approved, the loan
guarantee will secure a substantial portion of the total costs to
construct the facility, although there is no assurance that the loan
guarantee will be approved. On September 10, 2010, we submitted the phase
two application, which is only allowed after the initial phase one
application is deemed to have met the initial threshold requirements fo
the loan guarantee program. We are in the detailed engineering phase for
this project and expect to have all necessary permits for this facility by
the end of 2010, putting the Company on a path to commence construction
shortly after the remainder of financing is secured. We estimate the total
construction cost to be in the range of approximately $300 million which
includes an approximately $100 million biomass power plant as part of the
facility.
|
|
·
|
Several other opportunities are
being evaluated by us in North America, although no definitive agreements
have been reached.
|
|
·
|
Obtain additional operating
capital from joint venture partnerships, Federal or State grants or loan
guarantees, debt financing or equity financing to fund our ongoing
operations and the development of initial biorefineries in North America.
Although the Company is in discussions with potential financial and
strategic sources of financing for their planned biorefineries no
definitive agreements are in
place.
|
|
·
|
The Energy Policy Act of 2005
provides for grants and loan guarantee programs to incentivize the growth
of the cellulosic ethanol market. These programs include a Cellulosic
Biomass Ethanol and Municipal Solid Waste Guarantee Program under which
the DOE could provide loan guarantees up to $250 million per qualified
project. BlueFire plans to pursue all available opportunities within
the Energy Policy Act of
2005.
|
|
·
|
The 2008 Farm Bill, Title IX
(Energy Title) provides grants for demonstration scale Biorefineries, and
loan guarantees for commercial scale Biorefineries that
produce advanced Biofuels (i.e., any fuel that is not
corn-based). Section 9003 includes a Loan Guarantee Program under
which the USDA could provide loan guarantees up to $250 million to fund
development, construction, and retrofitting of commercial-scale
refineries. Section 9003 also includes a grant program to assist in paying
the costs of the development and construction of demonstration-scale
biorefineries to demonstrate the commercial viability which can
potentially fund up to 50% of project costs. BlueFire plans to pursue
all available opportunities within the Farm
Bill.
|
|
Utilize proceeds from
reimbursements under the DOE
contract.
|
|
·
|
As available and as applicable to
our business plans, applications for public funding will be submitted to
leverage private capital raised by
us.
|
FEL-2
|
FEL-3
|
|||
*
Material Balance
|
*
Preliminary Equipment Design
|
*
Detailed Engineering
|
||
*
Energy Balance
|
*
Preliminary Layout
|
*
Purchase Ready Major Equipment Specifications
|
||
*
Project Charter
|
*
Preliminary Schedule
|
*
Definitive Estimate
|
||
*
Preliminary Estimate
|
*
Project Execution Plan
|
|||
*
Preliminary 3D Model
|
||||
*
Electrical Equipment List
|
||||
*
Line List
|
||||
|
|
*
Instrument Index
|
Exhibit
Number
|
Description of Document
|
|
31.1
|
Rule
13a-14(a)/ 15d-14(a) Certification of Arnold Klann, Principal Executive
Officer of the Company.
|
|
31.2
|
Rule
13a-14(a)/ 15d-14(a) Certification of Christopher Scott, Principal
Accounting Officer of the Company.
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32.1
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Certification
Pursuant to 18 U.S.C. Section 1350 of Arnold Klann, Principal Executive
Officer of the Company.
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32.2
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Certification
Pursuant to 18 U.S.C. Section 1350 of Christopher Scott, Principal
Accounting Officer of the
Company.
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Dated:
November 16, 2010
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BLUEFIRE
RENEWABLES, INC.
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/s/ Arnold Klann
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Arnold
Klann
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Chief
Executive Officer
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/s/ Christopher Scott
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Christopher
Scott
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Chief
Financial Officer
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