For Immediate Release 11 August, 2005

QuestAir Reports Third Quarter 2005 Results
BURNABY, B.C. - QuestAir Technologies Inc. (“QuestAir” or “the Company”; AIM: QAR; TSX: QAR) a developer and supplier of advanced gas purification systems for refinery, industrial and fuel cell markets reported today its unaudited financial results for the third quarter of fiscal 2005, ended June 30, 2005. All amounts are in Canadian dollars unless otherwise noted.

Third Quarter Highlights

  • The delivery and start-up of two test systems (total value $2.2 million) to support the development program being undertaken with ExxonMobil Research and Engineering Company (“EMRE”).
  • Revenues of $2.6 million for the quarter, and $5.1 million for the nine months ended June 30, 2005, in line with the Company's revenue guidance of $6 million for the fiscal year. QuestAir's sales order backlog at quarter end was $3.5 million, compared to $5.4 million at March 31, 2005, and $1.8 million at June 30, 2004.
  • Cash used in operations and capital requirements of $1.7 million for the quarter and $6.4 million for the nine months ended June 30, 2005, in line with the Company's cash burn guidance of $8.5 million for the fiscal year.
  • The signing of a non-exclusive distribution agreement with Mitsubishi Kakoki Kaisha Ltd. (“MKK”), a leading Japanese supplier of industrial hydrogen plants.
  • The signing of a supply agreement, and the receipt of an initial US$263,000 order from HyRadix Inc., a developer of hydrogen generators for industrial and hydrogen fueling applications.
  • An order for a second H-3200 hydrogen purifier for use in the AC Transit Hydrogen Energy station currently under construction by Chevron in Oakland, California.

Jonathan Wilkinson, President and CEO of QuestAir, said:

“We are very pleased with our revenue growth during the third quarter. Our revenues of $2.6 million for the third quarter represent a significant increase from the second quarter of fiscal 2005 and from the third quarter of fiscal 2004.”

“We also made significant progress in securing additional channels to penetrate the industrial hydrogen generation market with our commercial gas purification systems, including the distribution agreement signed with MKK, and the supply agreement and initial US$263,000 order from HyRadix.”

Operating Review

During the quarter, progress continued with the program being undertaken with EMRE to develop a large capacity hydrogen purification system for use in oil refineries and petrochemical plants. Two test systems to support the product development program, with a total value of $2.2 million, were delivered and successfully started up. These test systems will be used for performance and durability tests to assist in the final design of the prototype system to be tested at an ExxonMobil refinery in 2006.

QuestAir made significant progress during the quarter in expanding the customer base and distribution channels for its commercial PSA products in the industrial hydrogen market. During the quarter, the Company announced a non-exclusive agreement with Mitsubishi Kakoki Kaisha Ltd. to distribute its commercial hydrogen purification products in Japan, China and six other Asian countries. MKK is the largest supplier of industrial hydrogen plants in Japan, with over 90 plants installed to date. As part of the agreement, MKK will supply QuestAir's hydrogen purification systems as part of its hydrogen plants. QuestAir also signed an agreement to supply its H-3200 hydrogen purification systems to HyRadix Inc., a leading developer of hydrogen generators for industrial and hydrogen fueling markets. QuestAir's H-3200 will be integrated into HyRadix's range of branded hydrogen generators, replacing HyRadix's existing PSA design. Upon signing the agreement, QuestAir also received a US$263,000 order for an initial delivery of H-3200 units, to be completed in 2006.

In the emerging hydrogen infrastructure market, QuestAir received an order for a second H-3200 to be integrated into the AC Transit Hydrogen Energy Station currently being built by Chevron Hydrogen Company in Oakland, California. The second hydrogen purifier is required as part of a planned expansion of the plant capacity, and follows an initial order for an H-3200 announced in February 2005. Purified hydrogen from the station will be used to fuel AC Transit's fleet of three fuel cell powered buses, which are expected to enter passenger service beginning in the fall of 2005.

Outlook

Commenting on the outlook for the remainder on fiscal 2005, Jonathan Wilkinson said:

“We are pleased with our performance for the fiscal year to date, and we are confident of achieving our fiscal 2005 revenue guidance of $6 million, and our cash burn guidance of $8.5 million. We are also aiming to end the fiscal year with a healthy backlog of signed sales contracts, and we expect to enhance our current backlog through additional sales of gas purification systems and engineering service contracts during the fourth quarter.”

“For the remainder of the year we are also focused on concluding the negotiation of a purchase order for the prototype large capacity hydrogen purifier to be demonstrated at an ExxonMobil refinery site in 2006.”

Q3 2005 Financial Results

The net loss for the quarter ended June 30, 2005 was $2.6 million ($0.07 per share), compared to $2.1 million ($0.43 per share) for the same period in 2004. The increase in the net loss for the quarter compared to the same period in 2004 was attributed to increases in research and development, amortization and general and administrative expenses, partially offset by higher gross profits from the sale of gas purification systems and engineering service contracts.

The net loss for the nine months ended June 30, 2005 was $6.9 million ($0.25 per share), compared to $7.3 million ($1.48 per share) for the same period in 2004.

Operating Results

The following table provides a breakdown of the Company's revenues from gas purification systems and engineering service contracts for the reported periods:

(Unaudited, $‘000)

Three months ended

Nine months ended

 

June 30,

June 30,

June 30,

June 30,

 

2005

2004

2005

2004

Gas purification systems

2,306

478

3,785

905

Engineering service contracts

337

648

1,348

1,350

Total revenue

2,643

1,126

5,133

2,255

The increase in revenue from gas purification systems for the quarter as well as for the nine months ended June 30, 2005 resulted from the delivery of two test systems, with a total value of $2.2 million, to ExxonMobil Research and Engineering (“EMRE”) in support of the program to develop a large capacity hydrogen purification system for use in oil refineries. The decrease in engineering service contract revenue for the quarter ended June 30, 2005 resulted from reduced work completed on engineering service contracts with EMRE, which are recognized on a percentage completion basis.

QuestAir's sales order backlog is defined as future revenue from signed gas purification system sales and engineering service contracts that has not yet been recognized by the Company. The following table provides a breakdown of the Company's sales order backlog at June 30, 2005, March 31, 2005, December 31, 2005, September 30, 2004 and June 30, 2004 :

(Unaudited, $‘000)

June 30,

March 31,

December 31,

September 30,

June 30,

 

2005

2005

2004

2004

2004

Gas purification systems

1,848

3,623

4,102

2,812

1,339

Engineering service contracts

1,623

1,733

1,398

1,106

426

Total sales order backlog

3,471

5,356

5,500

3,918

1,765

The following table provides a breakdown of the changes in the Company's sales order backlog for the quarter and nine months ended June 30, 2005 :

(Unaudited, $‘000)

Three months ended June 30, 2005

Nine months ended June 30, 2005

 

Gas Purification Systems

Eng. Service Contracts

Total

Gas Purification Systems

Eng. Service Contracts

Total

Opening Balance

3,623

1,733

5,356

2,812

1,106

3,918

Bookings

490

310

800

3,043

1,947

4,990

Revenue Recognized

(2,307)

(337)

(2,644)

(3,785)

(1,348)

(5,133)

Adjustments †

42

(83)

(41)

(222)

(82)

(304)

Closing Balance

1,848

1,623

3,471

1,848

1,623

3,471

† Adjustments include adjustments for fluctuations in foreign currency exchange rates as well as cancelled orders.

The total sales order backlog decreased by $1.9 million, or 35%, for the quarter ended June 30, 2005, primarily as a result of the recognition of the large test system order, with a total value of $2.2 million, and a moderate level of new bookings for gas purification systems during the quarter. Quarter-to-quarter fluctuations in recognized revenue and the receipt of new sales orders are to be expected in the industrial markets that the Company currently serves. Measures including the extension of QuestAir's commercial products into multiple markets, and the growth of revenue generating engineering service contracts have been implemented to reduce the quarterly fluctuations in new sales bookings.

The Company expects that the current backlog will be substantially recognized as revenue by the third quarter of fiscal 2006.

The following table provides a calculation of the Company's gross profit for the reported periods:

(Unaudited, $‘000)

Three months ended

Nine months ended

 

June 30,

June 30,

June 30,

June 30,

 

2005

2004

2005

2004

Sales

2,644

1,126

5,133

2,255

Cost of goods sold

1,921

737

2,900

1,504

Gross Profit

723

389

2,233

751

Gross Margin (%)

27%

35%

44%

33%

The decrease in percentage gross margin for the quarter ended June 30, 2005 compared to the same period in 2004 was due to the recognition of revenues from the two test systems sold to EMRE, which contributed lower margins than QuestAir's historical 30-40% margins for commercial PSA systems. The increase in gross margin for the nine months ended June 30, 2005 compared to the same period in 2004 was largely due to higher margins realized on revenue from engineering service contracts recognized during the nine months ended June 30, 2005. It is expected that margins will fluctuate somewhat from quarter to quarter depending on the revenue mix from engineering service contracts and gas purification systems recognized during the quarter.

Sales and marketing expenses were $0.5 million for the quarters ended June 30, 2005 and June 30, 2004. For the nine months ended June 30, 2005, sales and marketing expenses were $1.4 million, an increase of 18% compared to $1.2 million for the same period in 2004. The increase in sales and marketing expenses for the nine months ended June 30, 2005 was attributed to increased salary expenses resulting from growth in the sales personnel and to increased travel costs.

The gross research and development (“R&D”) expenditures, offsetting government and development partner funding and the resulting net R&D expenditures for the relevant periods, were as follows:

(Unaudited, $‘000)

Three months ended

Nine months ended

 

June 30,

June 30,

June 30,

June 3,0

 

2005

2004

2005

2004

Gross R&D Expenditure

1,964

1,407

5,762

4,735

Government & Partner Funding

473

220

1,464

1,210

Net R&D Expenditure

1,491

1,187

4,298

3,525

The increases in R&D spending for both the quarter and nine months ended June 30, 2005 compared to the same periods in 2004 were due to increased R&D expenditures related to the program undertaken with EMRE to develop a large capacity gas purification system for use in oil refineries.

General and Administrative (“G&A”) expenses were $0.9 million for the quarter ended June 30, 2005, compared to $0.6 million for same period in 2004. G&A expenses for the nine months ended June 30, 2005 were $2.5 million compared to $2.0 million for the same period in 2004. The increases in G&A expenses for both periods were related to incremental costs associated with the public listing of the Company's common shares, including regulatory filing fees, insurance costs and investor relations expenses.

Employee stock-based compensation expense was $0.1 million for the quarters ended June 30, 2005 and June 30, 2004. Stock-based compensation expense was $0.5 million for the nine months ended June 30, 2005 as compared to $0.3 million for same period in 2004.

Gross capital expenditures for the quarter ended June 30, 2005 were $0.6 million, compared to $nil for the same period of 2004. Capital expenditures for the nine months ended June 30, 2005 were $0.9 million, compared to $0.6 million for the same period in 2004. The increase in capital expenditures for the current fiscal year related mainly to the purchase of R&D equipment related to the development program undertaken with EMRE. It is expected that capital expenditures will fluctuate from quarter to quarter depending on the requirements of specific product development programs and administrative needs.

Liquidity and Capital Resources

Cash and short term investments at June 30, 2005 were $12.8 million, a decrease of $1.5 million from March 31, 2005.

Cash used by operations and capital requirements for the quarter ended June 30, 2005 was $1.7 million compared to $2.3 million for the same period in 2004. The decrease in operational cash burn for the quarter was mainly due to the receipt of payments from the sale of the two test systems to EMRE.

Cash used by operations and capital requirements for the nine months ended June 30, 2005 was $6.4 million, compared to $5.1 million for the same period in 2004. The increase in operational cash burn for the nine month period resulted mainly from increased R&D and capital expenditures related to the development program with EMRE, as well as the collection of a $2.3 million government funding receivable which reduced the operational cash burn for the nine month period ended June 30, 2004. A credit facility from Comercia Bank was used to finance $0.7 million of the capital expenditures for the quarter and the nine months ended June 30, 2005, with the remainder being financed from the Company's existing cash resources.

During the quarter, the Company secured a US$3 million credit facility from Comerica Bank. The credit facility is comprised of a US$1 million accounts receivable credit line and a US$2 million term loan. As at June 30, 2005, the Company had drawn $0.7 million against the term loan. The Company is in compliance with all of its bank covenants. In June 2003, the Company was awarded a $9.6 million conditionally repayable loan from Technology Partnerships Canada, a funding program administered by Industry Canada. At June 30, 2005, the Company had claimed $5.4 million against this loan. At June 30, 2005, QuestAir's had 37,301,379 common shares issued and outstanding. In addition, the Company had 4,854,534 options to purchase common shares, and 622,308 warrants outstanding at that date.

Consolidated Balance Sheets

Unaudited (expressed in Canadian dollars)

 

As at

 

As at

 

 

June 30, 2005

 

September 30,2004

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$12,782,334

 

$6,691,923

Accounts receivable - net of allowance for doubtful accounts of $nil ( September 30, 2004 - $28,486)

 

818,354

 

425,628

Grants and funding receivables

 

635,262

 

687,692

Inventories

 

1,785,098

 

1,676,013

Prepaid expenses

 

185,590

 

90,283

 

 

16,206,638

 

9,571,539

 

 

 

 

 

Deferred charges

 

-

 

399,742

Property, plant and equipment

 

2,323,650

 

2,592,286

 

 

$18,530,288

 

$12,563,567

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$1,455,533

 

$774,139

Accrued liabilities

 

651,461

 

1,007,373

Deferred revenue

 

1,698,907

 

1,980,439

Current portion of obligations under capital lease

 

116,270

 

114,810

Current portion of term loan payable

 

162,630

 

-

 

 

4,084,801

 

3,876,761

Obligations under capital lease

 

-

 

120,776

Term loan payable

 

487,888

 

-

 

 

4,572,689

 

3,997,537

Shareholders' Equity:

 

 

 

 

Share capital

 

 

 

 

Authorized

 

 

 

 

Unlimited common shares, voting, no par value

 

 

 

 

Unlimited preferred shares, Class A voting, convertible, no par value

 

 

 

 

Unlimited preferred shares, Class B voting, convertible, no par value

 

 

 

 

Unlimited preferred shares, Class C voting, convertible, no par value

 

 

 

 

Common shares

 

89,761,497

 

2,795,830

Preferred shares

 

-

 

75,315,007

 

 

89,761,497

 

78,110,837

Contributed surplus

 

6,390,861

 

4,015,802

Deficit

 

(82,194,759)

 

(73,560,609)

 

 

13,957,599

 

8,566,030

 

 

$18,530,288

 

$12,563,567

 

 

 

 

 

Consolidated Statements of Operations and Deficit

Unaudited (expressed in Canadian dollars)

For the three months ended

For the nine months ended

 

June 30, 2005

June 30, 2004

June 30, 2005

June 30, 2004

 

 

 

 

 

Sales

$2,643,892

$1,125,514

$5,133,411

$2,255,244

Cost of goods sold

1,920,817

736,556

2,900,211

1,504,407

Gross Profit

723,075

388,958

2,233,200

750,837

 

 

 

 

 

Operating expenses

 

 

 

 

Amortization

415,716

241,695

1,171,638

1,448,314

Research and development – net

1,491,092

1,186,951

4,297,956

3,524,737

Sales and marketing

500,684

463,991

1,432,360

1,217,473

General and administration

940,872

641,168

2,510,277

1,998,756

 

3,348,364

2,533,805

9,412,231

8,189,280

Loss before undernoted

(2,625,289)

(2,144,847)

(7,179,031)

(7,438,443)

 

 

 

 

 

Other income

 

 

 

 

Interest income

66,065

42,649

174,887

161,435

Other income (expense)

(3,452)

(15,339)

75,087

4,218

 

62,613

27,310

249,974

165,653

 

 

 

 

 

Loss for the period

(2,562,676)

(2,117,537)

(6,929,057)

(7,272,790)

Deficit – Beginning of period

(79,632,083)

(69,199,963)

(73,560,609)

(64,044,710)

Preferred share conversion

-

-

(1,705,093)

-

Deficit – End of period

$(82,194,759)

$(71,317,500)

$(82,194,759)

$(71,317,500)

 

 

 

 

 

Basic and diluted loss per share

$(0.07)

$(0.43)

$(0.25)

$(1.48)

Weighted average number of common shares outstanding

37,299,396

4,920,019

27,785,673

4,909,641


Consolidated Statements of Cash Flows

Unaudited (expressed in Canadian dollars)

For the three months ended

For the nine months ended

 

June 30,

June 30,

June 30,

June 30,

 

2005

2005

2005

2005

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

Loss for the period

$(2,562,676)

$(2,117,537)

$(6,929,057)

$(7,272,790)

Items not involving cash

 

 

 

 

Amortization

415,716

241,695

1,171,638

1,448,314

Gain on sale of property, plant

-

(790)

(6,523)

(790)

and equipment

 

 

 

 

Non-cash compensation expense

111,033

131,405

485,191

260,859

Foreign currency gain

6,411

-

(3,747)

-

 

(2,029,516)

(1,745,227)

(5,282,498)

(5,564,407)

 

 

 

 

 

Changes in non-cash operating working capital

 

 

 

 

Accounts, grants and funding receivables

177,045

193,133

(340,296)

2,094,759

Inventories

1,132,362

(83,096)

(109,085)

(461,134)

Prepaid expenses

(57,191)

54,115

(95,308)

(34,249)

Accounts payable and accrued

470

(148,778)

606,729

(930,909)

liabilities

 

 

 

 

Deferred revenue

(321,427)

(566,450)

(281,532)

392,015

 

931,259

(551,076)

(219,492)

1,060,482

 

(1,098,257)

(2,296,303)

(5,501,990)

(4,503,925)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Decrease in short-term investments

-

-

-

9,876,040

Increase in note receivable

-

-

-

150,000

Purchase of property, plant and equipment

(574,636)

404

(906,481)

(550,308)

Proceeds on sale of property, plant and equipment

-

1,090

10,000

1,090

 

(574,636)

1,494

(896,481)

9,476,822

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Issuance of common shares

-

-

15,050,000

-

Share issue costs

(365,331)

-

(3,116,530)

-

Issuance of common shares on exercise of stock options

5

3

20,462

15,479

Repayment of obligations under capital lease

(115,568)

(133,968)

(115,568)

(133,968)

Term loan advance

650,518

-

650,518

-

 

169,624

(133,965)

12,488,882

(118,489)

 

 

 

 

 

Increase (decrease) in cash and equivalents

(1,503,270)

(2,428,774)

6,090,411

4,854,408

Cash and equivalents – Beginning of period

14,285,604

9,783,548

6,691,923

2,500,366

Cash and equivalents – End of period

$12,782,334

$7,354,774

$12,782,334

$7,354,774

 

 

 

 

 


Notes to the financial statements

1. United States generally accepted accounting principles

The Company follows generally accepted accounting principles in Canada (Canadian GAAP), which are different in certain respects from those applicable in the United States (U.S. GAAP). The significant differences between Canadian GAAP and U.S. GAAP with respect to the Company's consolidated financial statements are described below. There are no reconciling items in the consolidated statements of cash flows for the nine months ended June 30, 2005 and 2004.

Consolidated Balance Sheet

 

June 30, 2005

September 30, 2004

 

Canadian

GAAP

U.S.

GAAP

Canadian

GAAP

U.S.

GAAP

 

 

 

 

 

Liabilities

 

 

 

 

Class C preferred (a)

-

-

-

5,877,243

 

 

 

 

 

Shareholders'equity

 

 

 

 

Preferred shares (a)

-

-

75,315,007

56,000,436

Contributed surplus

6,390,861

4,600,608

4,015,802

9,418,709

Consolidated Statements of Operations and Deficit

 

 

 

Three months ended

Nine months ended

 

 

 

June 30,

June 30,

June 30,

June 30,

 

 

 

2005

2004

2005

2004

 

 

 

 

 

 

 

Loss for the period under Canadian GAAP

$2,562,676

$2,117,537

$6,929,057

$7,272,790

Preferred share conversion

-

-

(1,790,253)

-

Loss for the period under U.S. GAAP

2,562,676

2,117,537

5,138,804

7,272,790

 

 

 

 

 

 

 

Deficit - Beginning of period under Canadian GAAP

79,632,083

69,199,963

73,560,609

64,044,710

 

Add:

Accumulated accretion on redeemable preferred shares calculated under U.S. GAAP

5,388,661

5,176,776

5,388,661

5,176,776

 

 

Accumulated stock based compensation under U.S. GAAP

208,460

208,460

208,460

208,460

 

Deduct:

Accumulated accretion of redeemable preferred shares calculated under Canadian GAAP

(13,631,542)

(13,631,542)

(13,631,542)

(13,631,542)

 

Deduct:

Preferred share conversion under Canadian and U.S. GAAP

(1,790,253)

-

-

-

Deficit – Beginning of period under U.S. GAAP

69,807,409

60,953,657

65,526,188

55,798,404

Preferred share conversion under Canadian and U.S. GAAP

-

-

1,705,093

-

 

 

 

 

 

Deficit - End of period under U.S. GAAP

$72,370,085

$63,071,194

$72,370,085

$63,071,194