Newalta Income Fund Announces Second Quarter Results



    TSX Trading Symbol: NAL.UN

    CALGARY, Aug. 6 /CNW/ - Newalta Income Fund ("Newalta" or the "Fund")
today announced financial results for the three and six months ended June 30,
2008.
    "Solid returns on last year's investments combined with high crude oil
sales contributed to strong profitable growth in the quarter with revenue up
28% and EBITDA up 71%," said Al Cadotte, Newalta's President and Chief
Executive Officer. "Results were tempered by continued weakness in drilling
activity in western Canada as well as reduced market demand in Ontario.
    "The outlook for the balance of the year is positive. The performance of
our existing operations in the west will improve as drilling activity recovers
in the quarters ahead. In addition, the investments we are making today will
continue to diversify and grow our business in 2009."

    Financial results and highlights for the three and six months ended June
30, 2008:

    
    -   For the second quarter and first half of 2008, revenue improved 28%
        to $142.9 million and $293.1 million, respectively, compared to 2007,
        primarily due to investments in eastern Canada completed in 2007 and
        strong crude oil sales.

    -   Net earnings of $11.8 million and EBITDA(1) of $26.6 million
        increased 75% and 71%, respectively for the second quarter, compared
        to 2007. Net earnings and EBITDA for the first half of 2008 improved
        58% and 49%, respectively to $31.1 million and $60.7 million.

    -   Funds from operations(1) increased 67% to $20.3 million in the second
        quarter compared to last year, and 37% to $47.5 million year-to-date.

    -   Cash distributed(1) as a percentage of funds from operations on a
        year-to-date basis was reduced to 84% compared with 109% for the same
        period last year.

    -   Western Division ("Western") revenue and net margin(1) increased 11%
        to $83.5 million and 40% to $22.0 million, respectively for the
        second quarter, compared to the same period in 2007. For the first
        half of 2008, revenue and net margin increased 8% to $177.5 million
        and 22% to $51.5 million, respectively, compared to 2007. Strong
        crude oil prices combined with increases in waste receipts from SAGD
        customers drove increased crude oil recovered and crude oil sales,
        offsetting reduced drilling rig activity. Continued successful
        expansion of our U.S. Drill Site services and growth in SAGD and
        other onsite projects also contributed to the improved results.

    -   Eastern Division ("Eastern") second quarter revenue and net margin
        increased 64% to $59.4 million and 150% to $11.2 million,
        respectively, primarily due to contributions from acquisitions
        completed in the second half of 2007. For the first six months of
        2008, revenue and net margin increased 78% to $115.5 million and 182%
        to $20.6 million, respectively. Year-to-date, Eastern's strong
        performance was primarily the result of contributions from
        investments completed in 2007, the effect of which was tempered by
        the slowing economy in Ontario that resulted in substantially lower
        event-based waste receipts at the landfill. We are confident
        event-based volumes will improve in the second half of 2008.

    -   SG&A expenses in the second quarter were 11.2% of revenue at
        $16.1 million, compared to 11.7% for the same period last year. For
        the first half of 2008, SG&A expenses decreased to 10.3% of revenue,
        compared to 11.1% in 2007. Management's objective for SG&A is to
        maintain these expenses at 10%, or less, of revenue for the year.

    -   Maintenance capital expenditures(1) in the second quarter were
        $4.2 million or 17% lower than the second quarter in 2007. Growth
        capital expenditures in the quarter were $19.3 million compared to
        $19.4 million in 2007. Capital expenditures are expected to remain on
        budget for the year at $135.0 million, comprised of $25.0 million for
        maintenance capital and $110.0 million for growth capital.

    -   Initiatives to improve productivity by selling idle or redundant
        assets have resulted in proceeds of $6.6 million year-to-date.

    -   Newalta's balance sheet remains strong with a funded debt to EBITDA
        ratio of 2.35:1 and working capital of $98.2 million. As at June 30,
        2008, Newalta's unused capacity on its credit facility was
        approximately $119.0 million.

    -   On a trailing twelve-month basis at June 30, 2008, our corporate
        three-year average return on capital(1) was 17.3% compared to 20% for
        the three-year average ended June 30, 2007. The decrease is primarily
        attributable to the decline in the drilling activity combined with
        the impact of acquisitions and growth capital investments made last
        year which have not had a full year's contribution to EBITDA.

    -   The specified investment flow-through ("SIFT") legislation, announced
        on October 31, 2006, was enacted in 2007. These rules will impose a
        tax at the trust level on distributions of certain income from a SIFT
        trust at a rate of tax comparable to the combined federal and
        provincial corporate tax rate. Such distributions will be treated as
        dividends to holders of trust units of a SIFT. The new distribution
        tax will apply to Newalta commencing in 2011 assuming Newalta does
        not exceed "normal growth" prior to that date and distributions
        subject to the new distribution tax will be characterized as
        dividends received from a taxable Canadian corporation for holders of
        trust units of a SIFT. There was no immediate impact on the Fund's
        consolidated financial statements.


    FINANCIAL RESULTS AND HIGHLIGHTS
    -------------------------------------------------------------------------
    ($000s except                             %                            %
     per unit data)      Q2       Q2   Increase       YTD      YTD  Increase
    (unaudited)        2008     2007  (Decrease)     2008     2007 (Decrease)
    -------------------------------------------------------------------------

    Revenue         142,939  111,594         28   293,115  229,431        28
    Net earnings     11,776    6,716         75    31,080   19,682        58
      per unit ($),
       basic           0.28     0.17         65      0.75     0.50        50
      per unit ($),
       diluted         0.28     0.16         75      0.75     0.49        52
    EBITDA(1)        26,573   15,511         71    60,712   40,791        49
    Trailing 12
     month EBITDA       n/a      n/a              116,148  104,328        11
    Funds from
     operations(1)   20,332   12,184         67    47,500   34,685        37
      per unit ($)     0.49     0.30         63      1.14     0.87        31
    Maintenance
     capital
     expenditures(1)  4,161    5,019        (17)    5,410    5,750        (6)
    Distributions
     declared        23,249   22,413          4    46,326   44,662         4
      per unit - ($)   0.56     0.56          -      1.11     1.11         -
    Cash
     distributed(1)  20,614   18,983          9    39,750   37,707         5
    Growth and
     acquisition
     capital
     expenditures    19,301   45,355        (57)   36,025   59,485       (39)
    Weighted
     average units
     outstanding
     (000s)          41,822   40,361          4    41,683   39,790         5
    Total units
     outstanding
     (000s)          42,002   40,485          4    42,002   40,485         4
    Trust Unit
     trading price
     - high           21.10    27.50        (23)    21.10    28.25       (25)
    Trust Unit
     trading price
     - low            17.00    23.39        (27)    14.21    23.39       (39)
    Average daily
     trust unit
     trading
     volume         119,903  178,429        (33)  130,289  154,141       (15)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1)  These financial measures do not have any standardized meaning
         prescribed by Canadian generally accepted accounting principles
         ("Canadian GAAP"). Non-GAAP financial measures are identified and
         defined in the attached Management's Discussion and Analysis.
    

    Management's Discussion and Analysis and Newalta's unaudited consolidated
financial statements and notes thereto are attached.

    Management will hold a conference call on Thursday, August 7, 2008 at
11:00 a.m. (EST) to discuss the Fund's performance for the second quarter of
2008. To participate in the teleconference, please call 416-695-6370 or
1-866-303-7746. To access the simultaneous webcast, please visit
www.newalta.com. For those unable to listen to the live call, a taped
broadcast will be available at www.newalta.com and, until midnight on
Thursday, August 14, 2008, by dialling 416-695-5800 or 1-800-408-3053 and
using the pass code 3268024 followed by the pound sign.

    Newalta Income Fund is Canada's largest industrial waste management and
environmental services provider and focuses on maximizing the value inherent
in industrial waste through the recovery of saleable products and recycling.
It also provides environmentally sound disposal of solid, non-hazardous
industrial waste. With talented people and a national network of facilities,
Newalta serves customers in the automotive, forestry, lead, manufacturing,
mining, oil and gas, petrochemical, pulp and paper, refining, steel and
transportation service industries. Providing solid investor returns,
exceptional customer service, safe operations and environmental stewardship
has enabled Newalta to expand into new service sectors and geographic markets.
Newalta Income Fund's units trade on the TSX as NAL.UN. For more information,
visit www.newalta.com.


    Management's Discussion and Analysis

    FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007

    Certain statements contained in this document constitute "forward-looking
statements". When used in this document, the words "may", "would", "could",
"will", "intend", "plan", "anticipate", "believe", "estimate", "expect", and
similar expressions, as they relate to Newalta Income Fund (the "Fund") and
Newalta Corporation (the "Corporation" and together with the Fund and its
other subsidiaries, "Newalta"), or their management, are intended to identify
forward-looking statements. Such statements reflect the current views of
Newalta with respect to future events and are subject to certain risks,
uncertainties and assumptions, including, without limitation, general market
conditions, commodity prices, interest rates, exchange rates, seasonality of
operations, growth, acquisition strategy, integration of businesses into
Newalta's operations, potential liabilities from acquisitions, dependence on
senior management, regulation, landfill operations, competition, risk of
pending and future legal proceedings, employees, labour unions, fuel costs,
access to industry and technology, possible volatility of trust unit price,
insurance, future capital needs, debt service, sales of additional trust
units, dependence on the Corporation, the nature of the trust units, unlimited
liability of unitholders, nature of the debentures issued by the Fund,
Canadian federal income tax, redemption of trust units, loss of mutual fund
trust status, the effect of Canadian federal government proposals regarding
non-resident ownership, and such other risks or factors described from time to
time in the reports filed with securities regulatory authorities by Newalta.
    By their nature, forward-looking statements involve numerous assumptions,
known and unknown risks and uncertainties, both general and specific, that
contribute to the possibility that the predictions, forecasts, projections and
other forward-looking statements will not occur. Many other factors could also
cause actual results, performance or achievements to be materially different
from any future results, performance or achievements that may be expressed or
implied by such forward-looking statements and readers are cautioned that the
foregoing list of factors is not exhaustive. Should one or more of these risks
or uncertainties materialize, or should assumptions underlying the
forward-looking statements prove incorrect, actual results may vary materially
from those described herein as intended, planned, anticipated, believed,
estimated or expected. Furthermore, the forward-looking statements contained
in this document are made as of the date of this document and the
forward-looking statements in this document are expressly qualified by this
cautionary statement. Unless otherwise required by law, Newalta does not
intend, or assume any obligation, to update these forward-looking statements.
    This Management's Discussion and Analysis and the unaudited consolidated
financial statements and notes thereto contain references to certain financial
measures that do not have any standardized meaning prescribed by Canadian
generally accepted accounting principles ("Canadian GAAP") and may not be
comparable to similar measures presented by other funds or entities. These
financial measures are identified and defined below:

    "Cash distributed" is provided to assist management and investors in
determining the actual cash outflow to unitholders in each period and is used
to assist in analyzing liquidity. Cash distributed is calculated as follows:

    

    -------------------------------------------------------------------------
    ($000s)                               Q2 2008  Q2 2007 YTD 2008 YTD 2007
    -------------------------------------------------------------------------
    Distributions                          23,249   22,413   46,326   44,662
    Add:
      Opening distributions payable         7,707    7,448    7,662    6,835
    Less:
      Ending distributions payable         (7,770)  (7,490)  (7,770)  (7,490)
      Distributions reinvested through
       DRIP                                (2,572)  (3,388)  (6,468)  (6,300)
    -------------------------------------------------------------------------
    Cash distributed                       20,614   18,983   39,750   37,707
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    "Combined divisional net margin" is used by management to analyze combined
divisional operating performance. Combined divisional net margin as presented
is not intended to represent operating income nor should it be viewed as an
alternative to net earnings or other measures of financial performance
calculated in accordance with Canadian GAAP. Combined divisional net margin is
calculated from the segmented information contained in the notes to the
consolidated financial statements and is defined as revenue less operating and
amortization and accretion expenses for both Western and Eastern. For further
clarity combined divisional net margin excludes inter-segment eliminations and
unallocated revenue and expenses.
    "EBITDA" is a measure of the Newalta's operating profitability. EBITDA
provides an indication of the results generated by the Fund's principal
business activities prior to how these activities are financed, assets are
amortized or how the results are taxed in various jurisdictions. EBITDA is
derived from the consolidated statements of operations, accumulated other
comprehensive income and retained earnings and is calculated as follows:

    -------------------------------------------------------------------------
    ($000s)                               Q2 2008  Q2 2007 YTD 2008 YTD 2007
    -------------------------------------------------------------------------
    Net earnings                           11,776    6,716   31,080   19,682
    Add back (deduct):
      Current income taxes                    339      461      575      663
      Future income taxes                  (2,822)  (3,389)  (5,820)  (2,892)
      Interest expense                      5,648    2,632   11,914    4,938
      Interest revenue                        (39)     (89)     (80)    (613)
      Amortization and accretion           11,671    9,180   23,043   19,013
    -------------------------------------------------------------------------
    EBITDA                                 26,573   15,511   60,712   40,791
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    "Equipment in use" and "Rigs in use" are calculated by taking the product
of the total amount of equipment or rigs available and the utilization rate
for the period. Drilling and service rig information is derived from the
Canadian Association of Oilwell Drilling Contractors posted information on its
website and reflects activity in western Canada only. Equipment in use refers
to Newalta's Drill Site equipment and management uses this measure to assess
the allocation and use of its equipment. Rigs in use is an indicator of
drilling activity which drives the demand for Drill Site equipment and serves
as an independent source to compare the trend of Newalta's equipment usage
against the industry in western Canada.
    "Funds from operations" is used to assist management and investors in
analyzing cash flow and leverage. Funds from operations as presented is not
intended to represent operating funds from continuing operations or operating
profits for the period nor should it be viewed as an alternative to cash flow
from operating activities, net earnings or other measures of financial
performance calculated in accordance with Canadian GAAP. Funds from operations
is derived from the consolidated statements of cash flows and is calculated as
follows:

    -------------------------------------------------------------------------
    ($000s)                               Q2 2008  Q2 2007 YTD 2008 YTD 2007
    -------------------------------------------------------------------------
    Cash from operating activities         23,421   17,324   32,166   12,054
    Add back (deduct):
      Changes in working capital           (4,043)  (5,439)  13,768   22,134
      Asset retirement expenditures
       incurred                               954      299    1,566      497
    -------------------------------------------------------------------------
    Funds from operations                  20,332   12,184   47,500   34,685
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    "Maintenance capital expenditures" are expenditures required to maintain
current operating levels and are reported separately from growth activity by
management because these types of expenditures are not discretionary.
Maintenance capital expenditures are capital expenditures to replace and
maintain depreciable assets at current service levels.
    "Net margin" is used by management to analyze divisional operating
performance. Net margin as presented is not intended to represent operating
income nor should it be viewed as an alternative to net earnings or other
measures of financial performance calculated in accordance with Canadian GAAP.
Net margin is calculated from the segmented information contained in the notes
to the consolidated financial statements and is defined as revenue less
operating and amortization and accretion expenses.
    "Operating income" is used by management to analyze corporate operating
performance before taxes. Operating income is not intended to represent net
earnings nor should it be viewed as an alternative to other measures of
financial performance calculated in accordance with Canadian GAAP. The closest
Canadian GAAP measure to operating income is net earnings. Operating income is
calculated from the statement of operations and comprehensive income and is
defined as revenue less operating, SG&A, finance and amortization and
accretion expenses.
    "Return on capital" is used by management to analyze the operating
performance of investments in capital assets, intangibles and goodwill. Return
on capital is calculated by dividing EBITDA, excluding reorganization costs,
by the average net book value of capital assets, intangibles and goodwill.
    References to cash distributed, combined divisional net margin, EBITDA,
equipment in use, rigs in use, funds from operations, maintenance capital
expenditures, net margin, operating income and return on capital throughout
this document have the meanings set out above.
    The Fund historically used cash available for growth and distributions, a
non-GAAP measure and often also referred to by other issuers and regulators as
distributable cash, to calculate the amount of funds which is available for
distribution to unitholders. Cash available for growth and distributions was
used by management to supplement funds from operations as a measure of cash
flow and leverage and was defined as funds from operations less maintenance
capital expenditures, principal repayments, asset retirement costs and
deferred costs incurred plus net proceeds on sales of fixed assets. In July
2007, the Canadian Securities Administrators provided guidance to standardize
the calculation of distributable cash which would require the inclusion of any
decrease (increase) in non-cash working capital and a different definition of
maintenance capital than that used by Newalta. Management is of the view that
calculating cash available for growth and distributions consistent with the
guidance provided by the CSA would not provide an accurate reflection of
available cash due to the variability in short term cash management.
Accordingly, the Fund has determined to cease calculating and reporting on
cash available for growth and distributions in its disclosure documents.
    The following discussion and analysis should be read in conjunction with
(i) the consolidated financial statements of the Fund and the notes thereto
for the three and six months ended June 30, 2008, (ii) the consolidated
financial statements of the Fund and notes thereto and Management's Discussion
and Analysis of the Fund for the year ended December 31, 2007, (iii) the most
recently filed Annual Information Form of the Fund, and (iv) the consolidated
interim financial statements of the Fund and the notes thereto and
Management's Discussion and Analysis for the three and six months ended June
30, 2007. Information for the three and six months ended June 30, 2008, along
with comparative information for 2007, is provided.
    This Management's Discussion and Analysis ("MD&A") is dated August 5,
2008 and takes into consideration information available up to that date.

    OVERALL PERFORMANCE

    Investments to grow and diversify our business continued to drive
profitable growth in the second quarter despite weak drilling activity in
western Canada and a soft economy in Ontario. Investments, including the
development of steam assisted gravity drainage ("SAGD") onsite services and
the lead recycling facility in Québec, accounted for the majority of the
increase in revenue and EBITDA. Second quarter revenue, net earnings and
EBITDA improved by 28%, 75% and 71%, respectively, compared to 2007. On a
year-to-date basis, revenue, net earnings and EBITDA improved by 28%, 58% and
49%, respectively, compared to 2007.
    Despite weak drilling activity in western Canada, the Western Division's
("Western's") revenue and net margin increased primarily due to: higher crude
oil sales; increased waste receipts from SAGD customers; and the redeployment
of drill site rental equipment to the U.S.
    Improved results in the Eastern Division ("Eastern") for the first half
of 2008 were driven by contributions from our 2007 investments. The gains from
these investments were tempered by a weak economy in Ontario. The construction
industry in Ontario has been particularly slow in the first half of 2008
resulting in substantially lower event-based waste receipts at the Stoney
Creek landfill. We are confident even-based volumes will improve in the second
half of 2008.
    Corporately, the second quarter's SG&A expense improved as a percentage
of revenue from 11.7% in 2007 to 11.2% in 2008. On a year-to-date basis, SG&A
expense improved to 10.3% in 2008, from 11.1% in 2007. We also continued a
program to identify and sell redundant or idle assets generating proceeds of
$6.6 million to date and maintained a strong balance sheet with a Funded Debt
to EBITDA ratio of 2.35:1. Overall, the improved performance on a year-to-date
basis improved the ratio of cash distributed as a percentage of funds from
operations to 84% compared to 109% in the same period in 2007 (94% for the
year ended December 31, 2007), consistent with our decision to maintain the
current level of distributions.
    With expected strong natural gas pricing, we are optimistic that a
recovery in natural gas drilling will occur in the second half of 2008. We
anticipate this improved drilling activity will positively affect results late
in 2008. The changing outlook for drilling activity in western Canada is due
to a cold winter primarily in eastern North America, which left North American
storage levels at or slightly below the five-year average heading into the
natural gas injection season. In addition, the Petroleum Services Association
of Canada ("PSAC") revised its forecast in April 2008 for total wells to be
drilled in 2008 upward by approximately 14%.

    RESULTS OF OPERATIONS

    Western

    Strong crude oil pricing, the continued development of SAGD onsite
services, and increasing demand for drill site equipment in the U.S. all
contributed to improved results year-over-year for both the second quarter and
the first half of 2008. Western's second quarter revenue and net margin
increased 11% and 40%, respectively over the second quarter of 2007. On a
year-to-date basis, Western's revenue improved 8% and net margin increased 22%
over 2007. The net margin growth was primarily attributable to higher crude
oil sales and growth initiatives.

    The following table compares Western's second quarter and year-to-date
results for 2008 to the second quarter and year-to-date results for 2007:

    
    -------------------------------------------------------------------------
                                             %         YTD      YTD     %
    ($000s)             Q2 2008  Q2 2007   Change     2008     2007   Change
    -------------------------------------------------------------------------
    Revenue - external   83,528   75,201       11  177,501  163,906        8
    Revenue - internal      240      433      (45)     541      433      (25)
    Operating costs      56,044   55,593        1  115,180  112,780        2
    Amortization and
     accretion            5,699    4,292       33   11,360    9,425       21
    -------------------------------------------------------------------------
    Net margin           22,025   15,749       40   51,502   42,134       22
    -------------------------------------------------------------------------
    Net margin as %
     of revenue              26       21       24       29       26       12
    -------------------------------------------------------------------------
    Maintenance
     capital              1,665    3,171      (47)   2,725    3,661      (26)
    -------------------------------------------------------------------------
    Growth capital        8,169    7,829        4   14,532   13,499        8
    -------------------------------------------------------------------------
    

    Consistent with our diversification strategy over the last two years,
Western's relative contribution to consolidated revenue and combined
divisional net margin decreased. Second quarter contributions to consolidated
revenue and combined divisional net margin decreased to 58% and 66%,
respectively (67% and 78%, respectively in 2007). On a year-to-date basis,
Western's relative contributions to consolidated revenue and combined
divisional net margin decreased to 61% and 71%, respectively in 2008 (71% and
85%, respectively in 2007). This is in line with our expectation that Western
would represent approximately 70% of combined divisional net margin in 2008.
    The Oilfield business unit accounted for approximately 59% of Western's
year-to-date revenue with the Drill Site and Industrial business units each
contributing approximately 13% and 28%, respectively.
    The Oilfield business unit's performance improved significantly over the
second quarter and first half of 2007, with revenue increasing 41% and 29%,
respectively. The improvement was due to increased waste volumes, crude oil
sales, and growth in onsite services. The increase in waste volumes processed
at our fixed facility network was driven primarily by higher heavy oil waste
receipts from SAGD activity and higher crude oil content in the waste
received.
    The table below reflects the increases in crude oil recovered for
Newalta's account and waste processed at fixed facilities as well as our
average price received for crude oil sales.

    
    -------------------------------------------------------------------------
                                             %         YTD      YTD     %
                        Q2 2008  Q2 2007   Change     2008     2007   Change
    -------------------------------------------------------------------------
    Waste processing
     volumes ('000 m3)    429.2    383.2       12    959.8    922.7        4
    Recovered crude oil
     ('000 bbl)(1)        101.3     81.0       25    213.1    141.3       51
    Average crude oil
     price received
     (CDN$/bbl)          105.06    52.74       99    91.39    56.22       63
    -------------------------------------------------------------------------
    (1) Represents the total crude oil recovered and sold for Newalta's
        account.
    

    Drill Site business unit revenue is generated from two main groupings of
services: (i) equipment rentals and (ii) environmental services comprised of:
drilling waste, site reclamation, and well abandonment services. In 2008, we
continued to grow our equipment rental business in the U.S. which offset
weakness in the Canadian equipment rental market. Environmental services
revenue was down in the second quarter of 2008 and for the first half of the
year compared to 2007 mainly due to decreased demand for our services.
    Drill Site equipment rentals comprise two main groups of equipment:
solids control and drill cuttings. Solids control equipment consists of
centrifuges and ancillary equipment that can be used on any drilling location
to remove unwanted solids from any type of drilling fluid and operate closed
loop systems where the drilling muds and water can be reused. Drill cuttings
equipment is more specialized to wells drilled using oil-based drilling muds.
This equipment is used to recover oil-based fluids for reuse in the active mud
system and to manage the drill cuttings to minimize transportation and
disposal of solid waste.
    The table below reflects the changes in Drill Site's Canadian rental
equipment-in-use compared to the drilling activity in western Canada as
reported by the Canadian Association of Oilwell Drilling Contractors (CAODC)
for the second quarter and first half of 2008 compared to the same periods in
2007:

    
    -------------------------------------------------------------------------
                                             %         YTD      YTD     %
    Canada              Q2 2008  Q2 2007   Change     2008     2007   Change
    -------------------------------------------------------------------------
    CAODC average active
     drilling rigs in use
      Drilling rigs -
       western Canada       170      151       13      334      339       (1)
    -------------------------------------------------------------------------
    Average Drill Site
     equipment-in-use
      Solids control
       equipment -
       Canada                 1        4      (75)       6        7      (14)
      Drill cuttings
       equipment - Canada     6       12      (50)      15       16      (17)
    -------------------------------------------------------------------------
    Average Drill Site
     rental equipment-
     in-use                   7       16      (56)      21       23       (9)
    -------------------------------------------------------------------------
    Average Drill Site
     rental equipment
     available               92      118      (22)      99      119      (17)
    -------------------------------------------------------------------------
    

    Despite weak utilization in the first half for Canadian drill site
equipment, we expect the second half of 2008 to improve along with drilling
activity if natural gas prices are sustained at or above current levels.

    The table below reflects the changes in Drill Site's U.S. rental
equipment-in-use for the second quarter and first half of 2008 compared to the
same periods in 2007:

    
    -------------------------------------------------------------------------
                                             %         YTD      YTD     %
    U.S.                Q2 2008  Q2 2007   Change     2008     2007   Change
    -------------------------------------------------------------------------
    Average Drill Site
     equipment-in-use
      Solids control
       equipment - U.S.      27       14       93       29        9      222
      Drill cuttings
       equipment - U.S        2        -      n/a        2        -      n/a
    -------------------------------------------------------------------------
    Average Drill
     Site rental
     equipment-in-use        29       14      107       31        9      244
    -------------------------------------------------------------------------
    Average Drill
     Site rental
     equipment
     available               50       19      163       43       14      207
    -------------------------------------------------------------------------
    

    Activity levels and performance in the Industrial business unit remained
relatively flat for the three and six months ended June 30, 2008. In the
second quarter of 2008, Industrial's used oil volumes collected were down 7%
to 13.6 million litres, from 14.7 million litres in 2007. On a year-to-date
basis, used oil volumes collected were 8% lower at 27.2 million litres, from
29.5 million litres in 2007. Finished products sold in the second quarter and
first of half of 2008 totalled 14.7 million litres and 27.5 million litres,
respectively, at an average price of $0.60 per litre for both periods. In
2007, finished products sold totalled 15.9 million litres and 29.0 million
litres, respectively, at an average price of $0.59 per litre for the second
quarter of 2007 and $0.60 per litre for the first half.
    Maintenance capital expenditures decreased in both the second quarter and
year-to-date 2008 by $1.5 million and $0.9 million, respectively. Our growth
capital expenditures were essentially flat year-over-year, in line with our
plan. We continued to focus on growing our Drill Site and SAGD onsite services
as well as productivity improvements to existing Oilfield facilities.

    Eastern

    Our 2007 investments enhanced Eastern's overall profitability. However,
challenging economic conditions in Ontario restricted our growth in 2008.
Acquisitions in the Québec/Atlantic Canada business unit contributed to
revenue and net margin growth while fixed facilities' performance was flat and
the Stoney Creek landfill's event-based waste receipts were significantly
lower for the three and six month periods ended June 30, 2008.
    Consistent with our diversification strategy over the last two years,
Eastern's relative contributions to consolidated revenue and combined
divisional net margin increased year-over-year. Second quarter contributions
to consolidated revenue and combined divisional net margin increased to 42%
and 34% respectively in 2008, from 33% and 22%, respectively in 2007. On a
year-to-date basis, Eastern's relative contributions to consolidated revenue
and combined divisional net margin increased to 39% and 29%, respectively in
2008, from 29% and 15% in 2007. This is in line with our expectation that
Eastern would represent approximately 30% of combined divisional net margin in
2008.
    The following table compares Eastern's second quarter and year-to-date
results for 2008 to the second quarter and year-to-date results for 2007:

    
    -------------------------------------------------------------------------
                                             %         YTD      YTD     %
    ($000s)             Q2 2008  Q2 2007   Change     2008     2007   Change
    -------------------------------------------------------------------------
    Revenue - external   59,372   36,304       64  115,534   64,912       78
    Revenue - internal        -        -        -        -        -        -
    Operating costs      44,452   27,828       60   87,386   50,155       74
    Amortization and
     accretion            3,758    4,016        6    7,568    7,463        1
    -------------------------------------------------------------------------
    Net margin           11,162    4,460      150   20,580    7,294      182
    -------------------------------------------------------------------------
    Net margin as %
     of revenue              19       12       58       18       11       64
    -------------------------------------------------------------------------
    Maintenance capital   2,464    1,586       55    2,625    1,785       47
    -------------------------------------------------------------------------
    Growth capital        7,604    5,821       31   13,709   11,014       24
    -------------------------------------------------------------------------
    

    The Québec/Atlantic Canada business unit produced excellent results for
the second quarter due to the contributions from our 2007 acquisitions and
flat performance from fixed facilities. Compared to the first quarter of 2008
our volume of lead delivered in the second quarter increased 13% to 12.1
thousand metric tonnes ("MT"), as noted in the table below. However, revenue
in the second quarter of 2008 decreased slightly compared to the first quarter
of 2008 due to a decrease in the average price received for our direct sales
volumes of recycled lead, consistent with the decrease in the average London
Metals Exchange ("LME") price. The kiln operated at 96% of capacity for the
first half of 2008 and operated at full capacity for 91 days in the second
quarter of 2008 compared to 83 days in the first quarter of 2008, for a total
of 174 days for the first half of 2008. Scheduled maintenance on the kiln was
completed in July 2008 and will decrease the number of operating days in the
third quarter of 2008. However, we anticipate that the volume of lead
delivered to customers will not be affected as inventories built up prior to
the planned maintenance should offset any kiln downtime. Performance from
other facilities in Québec/Atlantic Canada performed in line with management's
expectations.

    
    -------------------------------------------------------------------------
                                    Q2 2008    Q1 2008   % Change   YTD 2008
    -------------------------------------------------------------------------
    Volume of lead delivered
     ('000 MT)                         12.1       10.7         13       22.8
    % of lead delivered
      Direct Sales                       58         67          -         62
      Tolling                            42         33          -         38
    -------------------------------------------------------------------------
    Average price received -
     direct sales (CDN$/MT)(1)        2,717      2,991         (9)     2,863
    -------------------------------------------------------------------------
    Average LME price
     (U.S.$/MT)(2)                    2,653      2,760         (4)     2,706
    -------------------------------------------------------------------------
    (1) Average price received includes all directs sales of finished
        products, including finished products that are alloyed to customer
        specifications
    (2) Average LME price is based on a one month lag consistent with our
        pricing structure.
    

    The Ontario business unit's performance in the second quarter continued
to be affected by continued weakness in the Ontario economy. Performance from
the fixed facilities was generally flat for both the second quarter and first
half of 2008 as price increases offset lower waste volumes received. Overall
waste receipts at the Stoney Creek landfill were down by 32% and 33%,
respectively. The most significant impact at the landfill was a decrease in
event-based volumes from the construction industry. Event-based volumes, which
have historically averaged approximately 40-45% of the total waste volumes,
were 17% in the second quarter of 2008 and 34% for the six months ended June
30, 2008. We are confident event-based volumes will improve in the second half
of 2008.
    Maintenance capital expenditures for the second quarter and year-to-date
each increased by $0.8 million to $2.5 million and $2.6 million respectively.
Growth capital of $7.6 million increased by $1.8 million compared to the
second quarter of 2007. Growth capital of $13.7 million increased by
$2.7 million compared to the first half of 2007 which was mainly invested in
productivity improvements at facilities in Ontario and Québec and restarting
the second kiln at the lead recycling facility.

    OUTLOOK

    The outlook for the remainder of the year is positive. Higher natural gas
prices are anticipated to drive increased drilling in the second half of the
year while crude oil prices are expected to remain high. The revised 2008 PSAC
forecast of the number of wells to be drilled in 2008 was increased by
approximately 14% at mid-year. We will continue to exploit opportunities to
expand drill site services in the U.S., centrifugation services for SAGD
customers and national onsite services to grow our business. In addition, we
are confident event-based volumes at the Stoney Creek landfill will improve in
the second half. We will maintain our focus on improving the productivity of
our existing operations.
    As disclosed in our MD&A for the year ended December 31, 2007, the Board
of Trustees intends to maintain monthly distributions at $0.185 per trust unit
during 2008. We have the financial capacity to fund our growth opportunities
while remaining a mutual fund trust through 2008.

    CORPORATE AND OTHER

    
    -------------------------------------------------------------------------
                                             %         YTD      YTD     %
    ($000s)             Q2 2008  Q2 2007   Change     2008     2007   Change
    -------------------------------------------------------------------------
    Selling, general
     and administrative
     expenses            16,071   13,006       24   30,298   25,525       19
      as a % of revenue    11.2     11.7        -     10.3     11.1        -
    Amortization and
     accretion           11,671    9,180       27   23,043   19,013       21
      as a % of revenue     8.2      8.2        -      7.9      8.3        -
    -------------------------------------------------------------------------
    

    The increase in selling, general and administrative ("SG&A") expense was
attributable to increased staff to support the growth of the business compared
to the second quarter of 2007. SG&A includes a net $0.1 million foreign
exchange loss and a net $0.5 million foreign exchange gain for the three and
six month periods ended June 30, 2008, respectively. Foreign exchange gains
and losses will vary from period to period depending on the movement of the
Canadian dollar versus the U.S. dollar and the amount of U.S. denominated
receivables and payables outstanding.
    The increase in amortization was attributable to recent acquisitions and
growth capital expenditures. As a percentage of revenue, amortization and
accretion was flat during the second quarter and decreased modestly
year-over-year. Over the past two years, we have acquired a total of 14
businesses, and with these businesses we acquired some redundant or idle
assets. We are focusing on consolidating operations and identifying and
disposing of redundant and idle assets. In the second quarter, redundant
assets were sold for total proceeds of $2.1 million and a net gain of
approximately $0.2 million. Year-to-date, redundant assets were sold for total
proceeds of $6.6 million with a net gain of $1.1 million. This gain was offset
by an impairment write-down of some idle assets of $1.0 million. Both the net
gain and the impairment write-down are reflected in amortization and
accretion.

    
    -------------------------------------------------------------------------
                                             %         YTD      YTD     %
    ($000s)             Q2 2008  Q2 2007   Change     2008     2007   Change
    -------------------------------------------------------------------------
    Bank fees and
     interest             3,376    2,632       28    7,323    4,938       48
    Convertible
     debentures interest
     and accretion of
     issue costs          2,272        -      n/a    4,591        -      n/a
    -------------------------------------------------------------------------
    Finance charges       5,648    2,632      115   11,914    4,938      141
    -------------------------------------------------------------------------
    

    The increase in interest expense for the three and six months ended June
30, 2008 compared to the same periods in 2007 was due to an increase in the
average senior long-term debt level. In addition, we issued $115.0 million in
convertible debentures ("Debentures") in November 2007. At June 30, 2008,
senior long-term debt was $255.8 million compared with $206.9 million at
December 31, 2007. From January 1, 2008, senior long-term debt increased by
$48.9 million which was attributable to an increase in working capital and the
funding of growth capital expenditures.

    
    -------------------------------------------------------------------------
                                             %         YTD      YTD     %
    ($000s)             Q2 2008  Q2 2007   Change     2008     2007   Change
    -------------------------------------------------------------------------
    Current tax             339      461      (26)     575      663      (13)
    Future income tax    (2,822)  (3,389)     (17)  (5,820)  (2,892)     101
    -------------------------------------------------------------------------
    Provision for
     (recovery of)
     income taxes        (2,483)  (2,928)     (15)  (5,245)  (2,229)     135
    -------------------------------------------------------------------------
    

    Current tax expense for the second quarter and first half 2008 was
consistent with the provision for the same periods in 2007. The increase in
future income tax recovery for 2008 compared to 2007 is due to an increase in
the amount of income sheltered between the Fund and its subsidiaries. Based on
projected levels of capital spending and anticipated earnings, Newalta has a
Canadian income tax horizon of approximately two years. This tax horizon is
dependent on a number of factors including, but not limited to, the amount of
tax loss carryforwards and total undepreciated capital cost ("UCC") and
eligible cumulative expense ("ECE") pools accumulated. As at December 31,
2007, we had approximately $77.0 million in tax loss carryforwards and
approximately $309.3 million in UCC and ECE pools. Please refer to CRITICAL
ACCOUNTING ESTIMATES - FUTURE INCOME TAXES in the MD&A for the year ended
December 31, 2007 relating to the taxation of specified investment
flow-through ("SIFT") entities.
    As at August 5, 2008, the Fund had 42,073,532 trust units outstanding,
outstanding rights to acquire up to 2,798,375 trust units and a number of
trust units that may be issuable pursuant to the Debentures (see the MD&A for
the year ended December 31, 2007 LIQUIDITY AND CAPITAL RE

SOURCES - Sources of Cash - Convertibles). SUMMARY OF QUARTERLY RESULTS (unaudited) 2008 2007 ------------------------------------------------------------------------- ($000s except per unit data) Q2 Q1 Q4 Q3 Q2 Q1 ------------------------------------------------------------------------- Revenue 142,939 150,176 137,075 133,358 111,594 117,837 ------------------------------------------------------------------------- Operating income 9,293 16,542 7,784 14,524 3,788 13,665 ------------------------------------------------------------------------- Net earnings 11,776 19,304 23,613 17,893 6,716 12,966 Continuing operations 11,776 19,304 23,613 17,893 6,716 12,966 Discontinued operations - - - - - - ------------------------------------------------------------------------- Earnings per unit ($) 0.28 0.47 0.57 0.44 0.17 0.33 Continuing operations 0.28 0.47 0.57 0.44 0.17 0.33 Discontinued operations - - - - - - Diluted earnings per unit ($) 0.28 0.46 0.54 0.43 0.16 0.33 Continuing operations 0.28 0.46 0.54 0.43 0.16 0.33 Discontinued operations - - - - - - ------------------------------------------------------------------------- Weighted average units - basic 41,822 41,543 41,191 40,579 40,361 39,209 ------------------------------------------------------------------------- Weighted average units - diluted 41,950 41,635 43,779 40,725 40,562 39,445 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (unaudited) 2006 -------------------------------------- ($000s except per unit data) Q4 Q3 -------------------------------------- Revenue 122,498 120,297 -------------------------------------- Operating income 16,209 24,846 -------------------------------------- Net earnings 15,356 20,136 Continuing operations 15,528 20,136 Discontinued operations (172) - -------------------------------------- Earnings per unit ($) 0.42 0.55 Continuing operations 0.42 0.55 Discontinued operations (0.00) - Diluted earnings per unit ($) 0.41 0.54 Continuing operations 0.41 0.54 Discontinued operations (0.00) - -------------------------------------- Weighted average units - basic 36,860 36,734 -------------------------------------- Weighted average units - diluted 37,282 37,279 -------------------------------------- -------------------------------------- Quarterly performance is affected by seasonal variation as described below. In Q4 2006 net earnings declined due to the decrease in the demand for Drill Site services consistent with the 40% drop in overall drilling activity when compared to the same period in 2005. In 2007, acquisitions completed in eastern Canada in the second half of 2006 helped to partially offset the weak natural gas drilling environment in western Canada. Western endured a weak natural gas drilling environment during Q1 2007 which continued into Q2 2007. This weakness was further compounded by the spring breakup road bans and an extended wet season preventing the transportation of waste from well workovers and therefore reducing processing volumes. This resulted in lower revenue, earnings and operating income. In Q3 2007 operations returned to seasonal levels but operating income remained lower when compared to the same period in 2006, as a result of the continued weakness in the western Canadian natural gas drilling market. Operating income in Q4 2007 was lower than Q3 2007 due to a $2.1 million loss on the disposal of leasehold improvements associated with the early termination of office space leases as well as increased SG&A and interest expense incurred in anticipation of growth. Net earnings in Q4 2007 improved over Q3 2007 attributable to a future income tax recovery due to a reduction in the estimated future income tax rate. In January 2007, the Fund issued 3.0 million trust units for net proceeds of $74.1 million, which accounts for the majority of the increase in trust units outstanding from Q4 2006 to Q1 2007. The proceeds from this issuance were used to repay indebtedness incurred to fund the acquisitions and growth capital completed in the second half of 2006. In 2008, the increase in revenue, operating income, and net earnings compared to Q1 and Q2 2007 are mainly due to full quarter contributions from acquisitions in each quarter as well as higher crude oil sales and contributions from growth initiatives in Western. Seasonality of Operations Quarterly performance is affected by, among other things, weather conditions, commodity prices, market demand and the timing of capital investments as well as acquisitions and the contributions from those investments. Acquisitions and growth capital investments completed in the first half of the year will tend to strengthen second half financial performance. Seasonality has a different effect on Western and Eastern, reflecting the different types of services that each provides. The following seasonality factors describe the typical quarterly fluctuations in operating results in the absence of growth and acquisition capital. For Western, the frozen ground during the winter months in western Canada provides an optimal environment for drilling activities and consequently, the first quarter is typically strong. As warm weather returns in the spring, the winter's frost comes out of the ground rendering many secondary roads incapable of supporting the weight of heavy equipment until they have thoroughly dried out. Road bans, which are generally imposed in the spring, restrict waste transportation which reduces demand for the Western Division's services and therefore, the second quarter is generally the weakest quarter of the year for Western. The third quarter is typically the strongest quarter for Western due to favourable weather conditions and market cyclicality. The expansion into the U.S. is anticipated to reduce the significance of weather conditions on drilling related activities. The areas in the U.S. in which we operate are not affected by frozen ground requirements for winter drilling nor are they impacted by the spring thaw and therefore drilling can take place at any time of year. For Western, over the past two years, quarterly revenue as a percentage of annual Western revenue was: 25% for the first quarter, 22% for the second quarter, 27% for the third quarter and finally fourth quarter revenue was 26%. Eastern's services are generally curtailed by colder weather in the first quarter, which is typically its weakest quarter as aqueous wastes and onsite work are restricted by colder temperatures. The third quarter is typically the strongest for Eastern due to the more favourable weather conditions and market cyclicality. The addition of the lead recycling facility to the Eastern division is anticipated to reduce the significance of this variability, as the demand for recycled lead is not generally affected by seasonality. Eastern's quarterly revenue as a percentage of annual Eastern revenue has not visibly reflected the trends discussed above due to the effect of acquisitions. Based on historical information acquired by management for acquisitions completed in eastern Canada in 2006 and 2007, we estimate that quarterly revenue as a percentage of annual revenue for Eastern would have approximately been: 22% in the first quarter, 24% in the second quarter, 27% in the third quarter and, 27% in the fourth quarter. Quarterly financial results have been prepared by management in accordance with Canadian GAAP as set out in the notes to the annual audited consolidated financial statements of the Fund for the year ended December 31, 2007. LIQUIDITY AND CAPITAL RE

SOURCES The term liquidity refers to the speed with which a company's assets can be converted into cash as well as cash on hand. Liquidity risk for the Fund may arise from its general day-to-day cash requirements, and in the management of its assets, liabilities and capital resources. Liquidity risk is managed against Newalta's financial leverage to meet its obligations and commitments in a balanced manner. Our debt capital structure is as follows: ------------------------------------------------------------------------- ($000s) June 30, 2008 December 31, 2007 ------------------------------------------------------------------------- Working capital 98,171 74,529 ------------------------------------------------------------------------- Use of credit facility: Senior long-term debt (before related costs) 256,226 207,417 Letters of credit 49,738 40,095 ------------------------------------------------------------------------- Funded senior debt A 305,964 247,512 Unused credit facility capacity 119,036 177,488 ------------------------------------------------------------------------- Debentures B 115,000 115,000 ------------------------------------------------------------------------- Total Debt (equals) A + B 420,964 362,512 ------------------------------------------------------------------------- The Fund's net working capital was $98.2 million at June 30, 2008 compared with $74.5 million at December 31, 2007. At current activity levels, working capital of $98.2 million is expected to be sufficient to meet the ongoing commitments and operational requirements of the business. The increase in working capital from December 31, 2007 related to higher working capital requirements to support the lead recycling operations, the settlement of related purchase price adjustments and the settlement of capital expenditures accrued for at year end. The credit risks associated with accounts receivable are viewed as normal for the industry. We have not purchased any asset-backed commercial paper investments and have had no direct impact from the collapse of the sub-prime mortgage markets in the United States. A measure we use as an indication of liquidity is the Current Ratio, which is defined as the ratio of total current assets to total current liabilities. The Current Ratio at June 30, 2008 reflected that Newalta had sufficient current assets to cover its current liabilities by 2.13 times (at December 31, 2007 the ratio was 1.65 times). This ratio exceeds Newalta's bank covenant minimum requirement of 1.20:1.

SOURCES OF CASH The Fund's liquidity needs can be sourced in several ways including: funds from operations, short and long-term borrowings against our credit facility and the issuance of securities from treasury. The components of the capital structure remained the same compared to December 31, 2007. Credit Facility On October 12, 2007, we arranged an amended $425.0 million extendible revolving credit facility (the "Credit Facility") which matures on October 11, 2009. The Credit Facility is used to fund growth capital expenditures and for general corporate purposes as well as to issue letters of credit to third parties up to a maximum amount of $60.0 million. The aggregate dollar amount of letters of credit that have been issued and are outstanding under the Credit Facility are not categorized in the financial statements as long term debt of Newalta; however, the amount of funds that can be drawn on the Credit Facility by Newalta is reduced by the amount of the outstanding letters of credit. Newalta is currently required to issue either letters of credit or a bond with various environmental regulatory authorities to ensure that the eventual asset retirement obligations for facilities are fulfilled. These letters of credit or bonds will not be utilized unless Newalta defaults on its obligation to restore the lands to a condition acceptable by these authorities. At June 30, 2008, letters of credit and bonds issued as financial security to third parties totalled $62.6 million. Of this amount, $49.7 million is committed on the Credit Facility. Bonds, if less than $25.0 million in total, are not required to be offset against the borrowing amount available under the Credit Facility. At June 30, 2008, Newalta had funded senior debt of $306.0 million, compared to $247.5 million at December 31, 2007, an increase of $58.5 million. The increase was primarily due to growth capital funding requirements and an increase in working capital requirements on a year-to-date basis. Newalta is restricted from declaring distributions and distributing cash if the Corporation is in breach of the covenants under the Credit Facility. Financial performance relative to the financial ratio covenants under the current Credit Facility is reflected in the table below: ------------------------------------------------------------------------- June 30, 2008 Threshold ------------------------------------------------------------------------- Current Ratio(1) 2.13:1 1.20:1 minimum Funded Debt to EBITDA(2) 2.35:1 3.00:1 maximum(3) Fixed Charge Coverage Ratio(4) 1.18:1 1.00:1 minimum ------------------------------------------------------------------------- (1) Current Ratio means, the ratio of consolidated current assets to consolidated net current liabilities (excluding the current portion of long-term debt and capital leases outstanding, if any). (2) Funded Debt to EBITDA means the ratio of consolidated Funded Debt to the aggregate EBITDA for the trailing twelve-months. Funded Debt is defined as long-term debt and capital leases including any current portion thereof but excluding future income taxes and future site restoration costs. EBITDA is defined as the trailing twelve-months of EBITDA for the Fund which is normalized for any acquisitions completed during that time frame and excluding any dispositions incurred as if they had occurred at the beginning of the trailing twelve-months. (3) In the third quarter of 2008, the threshold amount will decrease to 2.75:1.00 and in the first quarter of 2009 this threshold will decrease to 2.50:1.00. (4) Fixed Charge Coverage Ratio means, based on the trailing 12-month EBITDA less unfinanced capital expenditures and cash taxes to the sum of the aggregate of principal payments (including amounts under capital leases, if any), interest (excluding accretion for the convertible debentures), dividends and cash distributions paid by the Fund for such period, other than cash payments in respect of the DRIP program of the Fund. Unlike the Funded Debt to EBITDA ratio, the Fixed Charge Coverage ratio trailing twelve month EBITDA is not normalized for acquisitions. Debentures In November 2007, $115.0 million in Debentures were issued which mature on November 30, 2012 and bear an interest rate of 7.0%, payable semi-annually in arrears on May 31 and November 30 beginning May 31, 2008. Each $1,000 debenture is convertible into 43.4783 trust units (or a conversion price of $23.00 per trust unit (the "Conversion Price") at any time at the option of the holders of the Debentures. The Debentures are not included in the definition of funded debt for the purposes of calculating related financial covenants pursuant to the Credit Facility. Upon maturity or redemption of the Debentures, the Fund may pay the outstanding principal of the Debentures in cash or may elect to satisfy its obligations to repay all or a portion of the principal amount of the Debentures which have matured or been redeemed by issuing and delivering that number of trust units obtained by dividing the aggregate amount of principal of the Debentures which have matured or been redeemed by 95% of the weighted average trading price of the trust units on the Toronto Stock Exchange for the 20 consecutive trading days ending five trading days preceding the date fixed for redemption or the maturity date, as the case may be. The Fund may also elect, subject to regulatory approval, from time to time, to satisfy its obligation to pay all or any part of the interest on the Debentures (the "Interest Obligation"), on the date it is payable under the Debenture Indenture, by delivering a sufficient number of trust units to the debenture trustee to satisfy all or any part, as the case may be, of the Interest Obligation. There have been no redemptions of the Debentures. USES OF CASH Our primary uses of funds are operational and administrative expenses, distributions, maintenance and growth capital spending, and acquisitions. Capital Expenditures Total capital expenditures for the current year and comparative periods are summarized as follows: ------------------------------------------------------------------------- ($000s) Q2 2008 Q2 2007 YTD 2008 YTD 2007 ------------------------------------------------------------------------- Growth capital 19,301 19,358 36,025 33,488 Acquisitions - 25,997 - 25,997 ------------------------------------------------------------------------- Total growth capital and acquisitions 19,301 45,355 36,025 59,485 Maintenance capital expenditures 4,161 5,019 5,410 5,750 ------------------------------------------------------------------------- Total capital expenditures(1) 23,462 50,374 41,435 65,235 ------------------------------------------------------------------------- (1) The numbers in this table differ from the interim consolidated statement of cash flows because the numbers above do not reflect the net change in working capital related to capital expenditures. Growth capital expenditures in 2008 were funded by funds from operations in excess of distributions, proceeds from the disposition of redundant assets and finally by drawing on our Credit Facility. Growth capital expenditures consisted primarily of productivity improvements at several facilities, progress payments on additional centrifuges to support both the growing demand in the U.S. for drill site services and onsite SAGD services and corporate office leasehold improvements. For 2008, we have planned a total of $135.0 million in capital spending comprised of $110.0 million in growth capital expenditures and $25.0 million in maintenance capital expenditures. Of the growth capital amount, $90.0 million will be directed towards internal growth projects and $20.0 million is planned for corporate investments in innovation projects, information technology and office space (before tenant improvement recoveries). Approximately 70% of the growth capital investments are planned for the second half of 2008. These projects will be funded out of excess funds from operations, if any, and bank borrowings. The operations growth projects are planned as follows: ------------------------------------------------------------------------- Division Approximate Use of funds % of growth capital(1) ------------------------------------------------------------------------- Western 10% Average project is $0.5 million and targets high Eastern 25% return/low risk projects which improve productivity or expand capacity in our existing operations. ------------------------------------------------------------------------- Western 15% Investment in infrastructure and productivity improvements in the facility network. ------------------------------------------------------------------------- Eastern 20% Continued expansion and upgrading of facilities to meet the waste handling requirements of LDR in Ontario and expanding the recently acquired lead recycling facility. ------------------------------------------------------------------------- Western 30% Investments in mobile equipment to support onsite services for SAGD customers as well as drill site equipment. ------------------------------------------------------------------------- (1) Newalta continuously assesses the allocation of growth capital expenditures and, as such, the dollar amounts allocated to each operating division may be reallocated between the divisions and specific projects. Maintenance capital expenditures are capital expenditures to replace and maintain depreciable assets at current service levels. Management continues to estimate that the total maintenance capital expenditures for the year will be approximately $25.0 million. Maintenance capital expenditures for fixed facilities tend to be relatively consistent year-over-year, whereas maintenance capital expenditures for equipment that is rented out to customers fluctuate based on usage. Maintenance capital expenditures are budgeted annually and revised throughout the year to reflect the impact of actual utilization rates. These expenditures are funded out of funds from operations. Distributions On a per unit basis Newalta declared monthly distributions of $0.185 to unitholders from January through June 2008 or $2.22 annually, consistent with the same period in 2007. The Board of Trustees intends to maintain distributions at $0.185 per trust unit during 2008. We have the financial capacity to fund our growth opportunities while remaining a mutual fund trust through 2008. Newalta has maintained the monthly distribution of $0.185 per unit in anticipation that investments made in 2007 will continue to contribute to stronger results in 2008 consistent with the first half. The following table is recommended by the Canadian Securities Administrators as additional information to users of income fund and mutual fund trust financial statements. It provides another perspective on the sourcing of cash to fund distributions: ------------------------------------------------------------------------- Q2 Q2 YTD Fiscal Fiscal Fiscal ($000s) 2008 2007 2008 2007 2006 2005 ------------------------------------------------------------------------- Cash flow generated from operating activities 23,421 17,324 32,166 54,058 111,963 71,732 Distributions declared (23,249) (22,413) (46,236) (90,117) (75,923) (49,602) ------------------------------------------------------------------------- Cash excess (shortfall) 172 (5,089) (14,070) (36,059) 36,040 22,130 ------------------------------------------------------------------------- Net earnings 11,776 6,716 31,080 61,189 75,565 46,978 Distributions declared (23,249) (22,413) (46,236) (90,117) (75,923) (49,602) ------------------------------------------------------------------------- Net earnings (shortfall) excess (11,473) (15,697) (15,156) (28,928) (358) (2,624) ------------------------------------------------------------------------- ------------------------------------------------------------------------- On a year-to-date basis cash flow generated from operating activities and net earnings were less than distributions declared. Declared distributions and cash distributed levels are monitored and assessed through internal forecasts which incorporate the most recent operating and financial results, maintenance and growth capital requirements as well as market activity and conditions. Distributions declared on a year-to-date basis in excess of cash flow generated from operating activities in the short term have been funded by drawing on the Credit Facility. The cash shortfall above was driven mainly by the increase in operating working capital requirements of $13.8 million for the six months ended June 30, 2008. In addition for the six months ended June 30, 2008, the calculation does not include proceeds from the Fund's Distribution Reinvestment Plan ("DRIP") through which $6.5 million in distributions were reinvested by unitholders. It also does not include cash proceeds received through the sale of redundant assets of $6.6 million. The net earnings shortfall is mainly attributable to amortization and accretion expense, a non-cash expense, of $23.0 million for the six months ended June 30, 2008. The majority of the assets related to this expense are funded by drawing on our Credit Facility in the absence of excess cash from operations. Therefore, management expects that there will continue to be a net earnings shortfall which will decrease as cash flow generated from operating activities increases and does not believe that the shortfalls in the table above have resulted in an economic return of capital. Contractual Obligations For the three and six month periods ended June 30, 2008, there have been no significant changes in Newalta's contractual obligations. For a summary of Newalta's contractual obligations, please refer to page 26 of the MD&A for the year ended December 31, 2007. OFF-BALANCE SHEET ARRANGEMENTS Newalta currently has no off-balance sheet arrangements. TRANSACTIONS WITH RELATED PARTIES Bennett Jones LLP provides legal services to Newalta. Mr. Vance Milligan, a Trustee of the Fund, is counsel to Bennett Jones LLP. The total cost of these legal services during the three and six month periods ended June 30, 2008 was $0.1 million and $0.2 million, respectively ($0.1 million and $0.3 million for the same periods in 2007). Newalta provides oilfield services to Paramount Resources Ltd., an oil and gas company. Mr. Clayton Riddell, a Trustee and Chairman of the Board of the Fund, is Chairman and Chief Executive Officer of Paramount Resources Ltd. The total revenue for services provided by Newalta to this entity during the three and six month periods ended June 30, 2008 were $0.2 million and $0.6 million respectively ($0.2 million and $1.0 million for the same periods in 2007). These transactions were in the normal course of operations on similar terms and conditions to those entered into with unrelated parties. These transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Sensitivities Our revenue is sensitive to changes in commodity prices for crude oil, natural gas, base oils, and lead. Cash from operating activities is also sensitive to changes in interest rates as well as the exchange rate between the Canadian and U.S. dollars. These factors have both a direct and indirect impact on our business. The direct impact of the commodity prices is reflected in the revenue received from the sale of products such as crude oil, base oils and lead. The indirect impact is the effect that the variation of these factors has on activity levels of our customers and therefore the demand for services. The indirect impact of fluctuations in the commodity prices and other factors previously discussed are not quantifiable. With the acquisition of the lead recycling facility in the fourth quarter of 2007, our revenue is now exposed to the variability of lead prices established by the London Metal Exchange. The contribution of total lead produced between direct lead sales and tolling services was approximately 65% direct sales and 35% tolling on a trailing twelve month basis. The variability of lead prices is partially offset because our feedstock to produce recycled lead for direct lead sales is obtained through the procurement of waste batteries, the cost of which also fluctuates with the price of lead but historically the adjustment to feedstock has lagged the change in the price of lead by up to six months. Therefore the impact of an increase in lead prices will not have the same dollar for dollar impact of a decrease in lead prices. Tolling revenue is not subject to the same variation in lead prices because the fees are generally fixed. As of the time of writing this MD&A we do not see any significant variation to the sensitivities provided in the MD&A for the year ended December 31, 2007. BUSINESS RISKS The business of Newalta is subject to certain risks and uncertainties. Prior to making any investment decision regarding Newalta investors should carefully consider, among other things, the risks described herein (including the risks and uncertainties listed in the first paragraph of this Management's Discussion and Analysis) and the risk factors set forth in the most recently filed Annual Information Form of the Fund which are incorporated by reference herein. The Annual Information Form is available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com. Copies of the Annual Information Form may be obtained, on request without charge, from Newalta Corporation at 211 - 11th Avenue S.W., Calgary, Alberta T2R 0C6, or at www.newalta.com, or by facsimile at (403) 806-7032. CRITICAL ACCOUNTING ESTIMATES The preparation of the financial statements in accordance with Canadian GAAP requires management to make estimates with regard to the reported amounts of revenue and expenses and the carrying values of assets and liabilities. These estimates are based on historical experience and other factors determined by management. Because this involves varying degrees of judgment and uncertainty, the amounts currently reported in the financial statements could, in the future, prove to be inaccurate. Asset Retirement Obligations Asset retirement obligations are estimated by management based on the anticipated costs to abandon and reclaim all Newalta facilities, landfills and the projected timing of the costs to be incurred in future periods. Management, in consultation with Newalta's engineers, estimates these costs based on current regulations, costs, technology and industry standards. The fair value estimate is capitalized as part of the cost of the related asset and amortized to expense over the asset's useful life. There have been no significant changes in the estimates used to prepare the asset retirement obligation in the second quarter and first six months of 2008 compared to those provided in the Fund's annual consolidated financial statements for the year ended December 31, 2007. Goodwill Management performs a test for goodwill impairment annually and whenever events or circumstances make it more likely than not that an impairment may have occurred. Determining whether an impairment has occurred requires a valuation of the respective reporting unit, which is estimated using a discounted cash flow method. In applying this methodology, management relies on a number of factors, including actual operating results, future business plans, economic projections and market data. Management tests the valuation of goodwill at each September 30 period end and did not see any impairment in the goodwill balance recorded nor were there any factors that changed since that period which would lead management to believe that any impairment has occurred. Stock-based compensation Newalta has three stock-based compensation plans: a Trust Unit Rights Incentive Plan adopted in 2003 (the "2003 Plan"); a Trust Unit Rights Incentive Plan adopted in 2006 (the "2006 Plan") and a Trust Unit Appreciation Rights Incentive arrangement granted in 2008 (the "2008 Plan"). The 2003 Plan and 2006 Plan differ in the manner in which they may be settled by the grantee. The rights granted under the 2003 Plan may only be settled in Trust Units, while the rights granted under the 2006 Plan may by settled net in cash by the grantee. Rights under the 2008 Plan may only be settled in cash. As such, rights granted under the 2003 Plan are accounted for in accordance with the fair value recognition provisions of Canadian GAAP. Accordingly, stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as an expense over the vesting period. Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the expected term of the rights (including the number of stock-based awards that are expected to be forfeited), the expected volatility of the Fund's units and the expected distributions. The rights granted under the 2006 Plan and 2008 Plan are accounted for as stock appreciation rights since they may be subject to a net cash settlement provision. Accordingly, they are re-measured at each balance sheet date to reflect the net cash liability at that date. Future Income Taxes Future income taxes are estimated based upon temporary differences between the book value and the tax value of assets and liabilities using the applicable future income tax rates under current law. The change in these temporary differences results in a future income tax expense or recovery. The most significant risk in this estimate is the future income tax rates used for each entity. On June 22, 2007, new tax legislation modifying the taxation of certain flow-through entities including mutual fund trusts such as Newalta and its unitholders was enacted (the "New Tax Legislation"). The New Tax legislation will apply a tax at the trust level on distributions of certain income from the Fund at a rate of tax of 31.5%. Such distributions will be treated as dividends to the unitholders. There was no impact on the Fund at June 30, 2008 as a result of the enactment of the New Tax Legislation. It is expected that the new distribution tax (subject to any undue expansion) will apply to the Fund commencing in 2011. For further discussion on the impact of the New Tax Legislation please refer to pages 30 and 31 of the Fund's MD&A for the year ended December 31, 2007. On July 14, 2008, the Federal Government released the draft legislative proposals to allow for the tax-deferred conversion of specified investment flow-through entities ("SIFT") into corporations. The main objectives of the legislation is to: (i) allow unitholders of an income trust to sell their units to a taxable Canadian corporation on a tax-deferred basis and (ii) provide alternatives for eliminating, on a tax-deferred basis, the trusts in the existing fund structures so that the operating businesses can be owned in corporate form by shareholders. These proposals, in their current form, will expire on December 31, 2012. Amortization and Accretion Amortization of the Fund's capital assets and intangible assets incorporates estimates of useful lives and residual values. These estimates may change as more experience is obtained or as general market conditions change impacting the operation of the Fund's plant and equipment. Accretion expense is the increase in the asset retirement obligation over time. The asset retirement obligation is based on estimates that may change as more experience is obtained or as general market conditions change impacting the future cost of abandoning the Fund's facilities. Estimates for the three and six months ended June 30, 2008 are consistent with those disclosed in the Management's Discussion and Analysis for the year ended December 31, 2007. ADOPTION OF NEW ACCOUNTING STANDARDS IN 2008 Effective January 1, 2008, Newalta adopted the requirements of the Canadian Institute of Chartered Accountants ("CICA") new handbook sections 3862 Financial Instruments - Disclosures and 3863 Financial Instruments - Presentation. The incremental disclosure requirements for Newalta are addressed in Note 14 to the interim consolidated financial statements for the three and six months ended June 30, 2008. The CICA issued an additional new accounting standard, section 1535 Capital Disclosures which requires both qualitative and quantitative disclosures to provide users of financial statements with information to evaluate the entity's objectives, policies and processes for managing capital. Effective January 1, 2008, Newalta adopted this new accounting standard and the related disclosure is found in Note 5 to the interim consolidated financial statements for June 30, 2008. Effective January 1, 2008, the Fund adopted CICA handbook section 3031 Inventories, which replaces section 3030. There was no effect on the Fund's inventory balances. However, going forward the new handbook section provides for the ability to reverse impairment losses previously recognized if the underlying assumption for that impairment has changed. New accounting standards for future adoption In February 2008, CICA issued section 3064, Goodwill and intangible assets, replacing section 3062, Goodwill and other intangible assets and section 3450, Research and development costs. Various changes have been made to other sections of the CICA Handbook for consistency purposes. The new section will be applicable to financial statements relating to fiscal years beginning on or after October 1, 2008. Accordingly, the Fund will adopt the new standards for its fiscal year beginning January 1, 2009. It establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous section 3062. Management is currently evaluating the impact of the adoption of this new section on its consolidated financial statements and does not expect that the adoption of this new section will have a material impact on its financial statements. On March 11, 2008, the Accounting Standards Board of Canada ("AcSB") confirmed that effective January 1, 2011, International Financial Reporting Standards ("IFRS") will become Canadian GAAP for publicly accountable enterprises such as Newalta. At this time, the impact on our future consolidated balance sheets and statements of operations, comprehensive income and retained earnings are not reasonably determinable or estimable. We have commenced our IFRS project and have established a formal project governance structure with a target implementation date of January 1, 2011. Our structure includes a steering committee consisting of senior management, a project team to manage and implement the change, and individual working groups to focus on specific issues and areas. We will be regularly reporting to senior executive management, the Audit Committee and Board. We have also engaged an external expert advisor to assist with the implementation. At this stage, we have completed initial scoping of this project by completing a high-level review of the major differences between Canadian GAAP and IFRS. Based on this review, our project team is developing our implementation plan, identifying our individual working groups, and developing training programs with our external advisor to develop the appropriate knowledge to accommodate the change to IFRS. FINANCIAL AND OTHER INSTRUMENTS The carrying values of accounts receivable and accounts payable approximate the fair value of these financial instruments due to their short term maturities. Newalta's credit risk from Canadian customers is minimized by its broad customer base and diverse product lines. In the normal course of operations, Newalta is exposed to movements in the U.S. dollar exchange rates, relative to the Canadian dollar. Newalta sells and purchases some product in U.S. dollars. Newalta does not currently utilize hedging instruments, but rather chooses to be exposed to current U.S. exchange rates as increases or decreases in exchange rates are not considered to be significant over the period of the outstanding receivables and payables. The floating interest rate profile of Newalta's long-term debt exposes Newalta to interest rate risk. Newalta does not use hedging instruments to mitigate this risk. The carrying value of the long-term debt approximates fair value due to its floating interest rates. DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING During the three months ended June 30, 2008, the Fund did not make any changes to its internal controls over financial reporting that would have materially affected, or would likely materially affect, the effectiveness of such controls. ADDITIONAL INFORMATION Additional information relating to the Fund, including the Annual Information Form, is available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com. Copies of the Annual Information Form of the Fund may be obtained from Newalta Corporation at 211-11th Avenue S.W., Calgary, Alberta T2R 0C6, or at www.newalta.com, or by facsimile at (403) 806-7032. Consolidated Balance Sheets June 30, December 31, ($000s) (unaudited) 2008 2007 ------------------------------------------------------------------------- Assets Current assets Accounts receivable 142,643 159,749 Inventories 33,954 24,122 Prepaid expenses and other 8,756 6,129 ------------------------------------------------------------------------- 185,353 190,000 Note receivable 1,343 1,424 Capital assets 675,720 661,605 Intangible assets 65,288 66,855 Goodwill 103,597 103,597 ------------------------------------------------------------------------- 1,031,301 1,023,481 ------------------------------------------------------------------------- Liabilities Current liabilities Accounts payable and accrued liabilities 79,412 107,809 Distributions payable 7,770 7,662 ------------------------------------------------------------------------- 87,182 115,471 Senior long-term debt (Note 2) 255,826 206,940 Convertible debentures - debt portion 108,830 108,336 Future income taxes 43,998 49,840 Asset retirement obligations (Note 9) 20,343 20,985 ------------------------------------------------------------------------- 516,179 501,572 ------------------------------------------------------------------------- Unitholders' Equity Unitholders' capital (Note 4) 504,649 496,027 Convertible debentures - equity portion 1,850 1,850 Contributed surplus 929 1,092 Retained earnings 7,694 22,940 ------------------------------------------------------------------------- 515,122 521,909 ------------------------------------------------------------------------- 1,031,301 1,023,481 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Statements of Operations, Comprehensive Income and Retained Earnings For the Three Months For the Six Months ($000s except per unit data) Ended June 30, Ended June 30, (unaudited) 2008 2007 2008 2007 ------------------------------------------------------------------------- Revenue 142,939 111,594 293,115 229,431 Expenses Operating 100,256 82,988 202,025 162,502 Selling, general and administrative 16,071 13,006 30,298 25,525 Finance charges 5,648 2,632 11,914 4,938 Amortization and accretion 11,671 9,180 23,043 19,013 ------------------------------------------------------------------------- 133,646 107,806 267,280 211,978 ------------------------------------------------------------------------- Earnings before taxes 9,293 3,788 25,835 17,453 Provision for (recovery of) income taxes Current 339 461 575 663 Future (2,822) (3,389) (5,820) (2,892) ------------------------------------------------------------------------- (2,483) (2,928) (5,245) (2,229) ------------------------------------------------------------------------- Net earnings and comprehensive income 11,776 6,716 31,080 19,682 Retained earnings, beginning of period 19,167 42,585 22,940 51,868 Distributions (Note 8) (23,249) (22,413) (46,326) (44,662) ------------------------------------------------------------------------- Retained earnings, end of period 7,694 26,888 7,694 26,888 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Net earnings per unit (Note 7) 0.28 0.17 0.75 0.50 ------------------------------------------------------------------------- Diluted earnings per unit (Note 7) 0.28 0.16 0.75 0.49 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Statements of Cash Flows For the Three Months For the Six Months Ended June 30, Ended June 30, ($000s) (unaudited) 2008 2007 2008 2007 ------------------------------------------------------------------------- Net inflow (outflow) of cash related to the following activities: Operating Activities Net earnings 11,776 6,716 31,080 19,682 Items not requiring cash: Amortization and accretion 11,671 9,180 23,043 19,013 Future income taxes (recovery) (2,822) (3,389) (5,820) (2,892) Other (293) (323) (803) (1,118) ------------------------------------------------------------------------- 20,332 12,184 47,500 34,685 Increase (decrease) in non-cash working capital 4,043 5,439 (13,768) (22,134) Asset retirement expenditures incurred (954) (299) (1,566) (497) ------------------------------------------------------------------------- 23,421 17,324 32,166 12,054 ------------------------------------------------------------------------- Investing Activities Additions to capital assets (24,605) (24,954) (49,762) (57,323) Net proceeds on sale of capital assets (Note 10) 2,130 1,654 6,590 1,715 Acquisitions (Note 3) - (25,260) - (25,260) ------------------------------------------------------------------------- (22,475) (48,560) (43,172) (80,868) ------------------------------------------------------------------------- Financing Activities Issuance of units 1,851 956 1,913 77,332 Issuance of convertible debentures (139) - (205) - Increase in debt 17,851 49,921 48,887 29,799 Settlement of acquired debt (Note 3) - (737) - (737) Decrease in note receivable 105 79 161 127 Distributions to unitholders (Note 8) (20,614) (18,983) (39,750) (37,707) ------------------------------------------------------------------------- (946) 31,236 11,006 68,814 ------------------------------------------------------------------------- Net cash inflow - - - - Cash - beginning of period - - - - ------------------------------------------------------------------------- Cash - end of period - - - - ------------------------------------------------------------------------- Supplementary information: Interest paid 7,644 2,501 11,426 4,717 Income taxes paid 544 216 740 507 ------------------------------------------------------------------------- Notes to the Interim Consolidated Financial Statements FOR THE THREE AND SIX MONTHS ENDED June 30, 2008 AND 2007 (all tabular data in $000s except per unit and ratio data) (unaudited) Newalta Income Fund (the "Fund") is a Canadian mutual fund trust engaged, through its wholly-owned operating subsidiaries Newalta Corporation (the "Corporation") and Newalta Industrial Services Inc. ("NISI" and together with the Fund and the Corporation, "Newalta"), in adapting technologies to maximize the value inherent in industrial waste through the recovery of saleable products and recycling. Newalta also provides environmentally sound disposal of solid, non-hazardous industrial waste. With an integrated network of facilities, Newalta provides waste management solutions to a broad customer base of national and international corporations in a range of industries, including automotive, forestry, lead, manufacturing, mining, oil and gas, petrochemical, pulp and paper, refining, steel and transportation services. NOTE 1. BASIS OF PRESENTATION The interim consolidated financial statements include the accounts of Newalta. The interim consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles ("GAAP"). Certain information and disclosures normally required to be included in the notes to the audited annual financial statements have been omitted or condensed. These interim financial statements and the notes thereto should be read in conjunction with the consolidated financial statements of the Fund for the year ended December 31, 2007 as contained in the Annual Report for fiscal 2007. The accounting principles applied are consistent with those as set out in the Fund's annual financial statements for the year ended December 31, 2007 except as noted in the following paragraphs. a) Financial Instruments Effective January 1, 2008, Newalta adopted the requirements of the Canadian Institute of Chartered Accountants ("CICA") new handbook sections 3862 Financial Instruments - Disclosures and 3863 Financial Instruments - Presentation. The incremental disclosure requirements for Newalta are addressed in Note 14 to these interim consolidated financial statements. b) Capital Disclosures The CICA issued a new accounting standard, section 1535 Capital Disclosures which requires both qualitative and quantitative disclosures to provide users of financial statements with information to evaluate an entity's objectives, policies and processes for managing capital. Effective January 1, 2008, Newalta adopted this new accounting standard and the related disclosure is found in Note 5 to these interim consolidated financial statements. c) Inventories Effective January 1, 2008, the Fund retrospectively adopted CICA handbook section 3031 Inventories, which replaces section 3030. There was no effect on the Fund's inventory balances. However, going forward the new handbook section provides for the ability to reverse impairment losses previously recognized if the underlying assumptions for that impairment have changed. Use of estimates and assumptions Accounting measurements at interim dates inherently involve reliance on estimates and the results of operations for the interim periods shown in these financial statements are not necessarily indicative of results to be expected for the fiscal year. In the opinion of management, the accompanying unaudited interim consolidated financial statements include all adjustments necessary to present fairly the consolidated results of the Fund's operations and cash flows for the periods ended June 30, 2008 and 2007. NOTE 2. SENIOR LONG-TERM DEBT June 30, December 31, 2008 2007 ------------------------------------------------------------------------- Amount drawn on credit facility 256,226 207,417 Issue costs (400) (477) ------------------------------------------------------------------------- Senior long-term debt 255,826 206,940 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The facility's maturity date is October 11, 2009. An extension of the credit facility may be granted at the option of the lenders. If an extension is not granted, the entire amount of the outstanding indebtedness would be due in full at the maturity date. The facility also requires Newalta to be in compliance with certain covenants. At June 30, 2008, Newalta was in compliance with all covenants. NOTE 3. ACQUISITIONS On April 1, 2007, Western acquired all of the assets of Panaco Fluid Filtration Systems Ltd. ("Panaco") for a total purchase price of $5.9 million in cash. Panaco and its 15 people based out of Rocky Mountain House, Alberta, deliver onsite fluid filtration services to refineries and gas plants as well as oil and gas exploration drilling locations. Panaco provides services to western Canada and the United States. Effective May 1, 2007, Eastern acquired the operating assets of three private entities (collectively referred to as Groupe Envirex, "Envirex") based out of Québec for a collective purchase price of $7.9 million in cash. This acquisition adds four centrifuges to Eastern servicing the Québec refinery and petrochemical market. The acquired operations include a fleet of eight vacuum trucks and pressure washers and a household waste, small industrial waste generator and soil treatment business. Effective May 1, 2007, Eastern acquired a portion of the operating assets of Ecolosite Inc. ("Ecolosite"), based in London, Ontario, for a total purchase price of $3.0 million, comprised of $2.3 million in cash and the assumption of $0.7 million in debt. Ecolosite operates one facility with 13 people servicing customers across Ontario and the Maritimes, in mobile onsite treatment and the management of industrial and municipal waste. The assets of Eastern Environmental Inc. were acquired by the Eastern division effective June 1, 2007 for a total purchase price of $9.2 million in cash. The acquired operations include 30 experienced people, a fleet of mobile services, a transfer station and processing facility located in Sussex, New Brunswick and a satellite office in Bedford, Nova Scotia. The amount of the consideration paid and the fair value of the assets acquired and liabilities assumed were: Eastern Environ- Panaco Envirex Ecolosite mental Total ------------------------------------------------------------------------- Cash consideration 5,909 7,948 2,240 9,163 25,260 Debt assumed - - 737 - 737 ------------------------------------------------------------------------- Total Purchase Price 5,909 7,948 2,977 9,163 25,997 ------------------------------------------------------------------------- Net working capital 412 (52) - 224 584 Capital assets: Land 45 800 - 202 1,047 Plant & equipment 2,252 4,600 2,413 3,757 13,022 Intangibles 500 1,000 - 1,000 2,500 Goodwill 2,700 1,600 580 4,020 8,900 Asset retirement obligations - - (16) (40) (56) ------------------------------------------------------------------------- 5,909 7,948 2,977 9,163 25,997 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The operating results of the businesses acquired are consolidated from the respective closing dates of the transactions. NOTE 4. UNITHOLDERS' CAPITAL Authorized capital of the Fund consists of a single class of an unlimited number of trust units. The following table is a summary of the changes in Unitholders' capital during the period: (000s) Units (No.) Amount ($) ------------------------------------------------------------------------- Units outstanding as at December 31, 2006 36,942 394,601 Units issued 3,000 73,936 Units issued as consideration for Nova Pb assets 511 10,000 Contributed surplus on rights exercised - 335 Rights exercised 289 3,222 Units issued under the DRIP 675 13,933 ------------------------------------------------------------------------- Units outstanding as at December 31, 2007 41,417 496,027 Contributed surplus on rights exercised - 241 Rights exercised 209 1,913 Units issued under the DRIP 376 6,468 ------------------------------------------------------------------------- Units outstanding as at June 30, 2008 42,002 504,649 ------------------------------------------------------------------------- ------------------------------------------------------------------------- NOTE 5. Capital disclosures The Fund's capital structure currently consists of: - Senior long term debt pursuant to the credit facility agreement - Letters of Credit or bonds issued as financial security to third parties - Convertible debentures, debt portion; and - Unitholders' equity. The objectives in managing the capital structure are to: - Utilize an appropriate amount of leverage to maximize return on unitholders' equity, and - To provide for borrowing capacity and financial flexibility to finance Newalta's growth strategy. Management and the Board of Trustees review and assess the Fund's capital structure and distribution policy at least at each regularly scheduled board meeting which are held at a minimum four times annually. The financial strategy may be adjusted based on the current outlook of the underlying business, the capital requirements to fund growth initiatives and the state of the debt and equity capital markets. In order to maintain or adjust the capital structure, the Fund may: - Issue new trust units - Issue new debt securities - Replace outstanding letters of credit with bonds or other types of financial security - Amend, revise, renew or extend the terms of its then existing long- term debt facilities - Enter into new agreements establishing new credit facilities, and/or - Adjust the amount of distributions paid to unitholders. Management monitors the capital structure based on measures required pursuant to the Corporation's credit facility agreement which restricts Newalta from declaring distributions and distributing cash if the Corporation is in breach of a covenant under its credit facility. These measures include: ------------------------------------------------------------------------- Ratio June 30, December 31, Threshold 2008 2007 ------------------------------------------------------------------------- Current 2.13:1 1.65:1 1.20:1 minimum Funded Debt(1) to EBITDA(2) 2.35:1 1.89:1 3.00:1 maximum(3) Fixed Charge Coverage(4) 1.18:1 1.07:1 1.00:1 minimum ------------------------------------------------------------------------- (1) Funded debt is a non-GAAP measure, the closest measure of which is long term debt. Funded debt is calculated by adding the senior long term debt to the amount of letters of credit outstanding at the reporting date. (2) EBITDA or earnings before interest, taxes, depreciation and amortization is a non-GAAP measure. The nearest GAAP measure is net earnings. For the purposes of the credit facility, EBITDA is defined as the trailing twelve-months of EBITDA for the Fund which is normalized for any acquisitions completed during that time frame and excluding any dispositions incurred as if they had occurred at the beginning of the trailing twelve-months. (3) In the third quarter of 2008, the threshold amount will decrease to 2.75:1.00 and in the first quarter of 2009 this threshold will decrease to 2.50:1.00. (4) Fixed charge coverage ratio means, based on the trailing twelve-month EBITDA less unfinanced capital expenditures and cash taxes to the sum of the aggregate of principal payments (including amounts under capital leases, if any), interest, dividends and cash distribution paid by the Fund for such period, other than cash payments in respect of the DRIP program of the Fund. Unlike the funded debt to EBITDA ratio, the calculation of EBITDA pursuant to the fixed charge coverage ratio is not normalized for acquisitions or dispositions. On June 22, 2007, new tax legislation modifying the taxation of specified investment flow-through entities including mutual fund trusts such as the Fund and its unitholders was enacted (the "New Tax Legislation"). The New Tax legislation will apply a tax at the trust level on distributions of certain income from the Fund. The New Tax Legislation permits "normal growth" for the Fund through the transitional period which ends December 31, 2010. However, "undue expansion" could cause the transitional relief to be revisited, and the New Tax Legislation to be effective at a date earlier than January 1, 2011. On December 15, 2006, the Department of Finance released guidelines on normal growth for income trusts and other flow-through entities (the "Guidelines"). Under the Guidelines, the Fund will be able to increase its equity capital each year during the transitional period by an amount equal to a safe harbour amount. The safe harbour amount is measured by reference to Newalta's market capitalization as of the end of trading on October 31, 2006. Newalta's market capitalization at the close of trading on October 31, 2006 was $1.218 billion. The safe harbour for years up to 2011 will be as follows: ------------------------------------------------------------------------- Time Period Newalta's Annual Remaining Safe Harbour Safe Harbour Limit ($) Limit Available ($) ------------------------------------------------------------------------- November 1, 2006 to Dec 31, 2008 730,800 500,445(1) 2009 243,600 243,600 2010 243,600 243,600 ------------------------------------------------------------------------- Total 1,218,000 987,645 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) The amount reflects the net effect of gross proceeds raised from the issuance of trust units issued from treasury as a result of an equity financing in January 2007 and to finance a portion of the purchase price of the Nova Pb asset acquisition in October 2007, gross proceeds from the issue of Debentures, proceeds from the exercise of rights granted pursuant to the Trust Unit Rights Incentive Plans and the reinvestment by unitholders of distributions pursuant to the DRIP. Canada's Department of Finance ("Finance") has not provided guidance on how units issued as a result of the exercise of TURIPs are to be handled for the purpose of determining the safe harbour limit. Therefore, the amount calculated above may be subject to adjustment upon further clarification from Finance. In addition, the Fund also has commitments to issue up to 2,732,750 trust units from treasury in connection with the 2003 and 2006 Trust Unit Rights Incentive Plans (the "2003 Plan" and the "2006 Plan") as at June 30, 2008. NOTE 6. LONG-TERM INCENTIVE PLANS a) The 2006 Trust Unit Rights Incentive Plan On March 14, 2008 a total of 630,000 rights were granted to certain directors, officers and employees of the Corporation. The rights were granted at the market price of $16.65 per unit. A further 147,500 rights were granted at an exercise price of $25.19 per unit. On May 15, 2008, an additional 7,500 rights were granted to an employee at an exercise price of $25.50. Each tranche of the rights vest over a four year period (with a five year life), and the holder of the right has the option to exercise the right for either a unit of the Fund or an amount of cash equal to the difference between the exercise price and the market price at the time of exercise. The rights granted under the 2006 Plan have therefore been accounted for as stock appreciation rights and the total compensation expense for these rights was $0.3 million for the three and six months ended June 30, 2008 ($0.0 in 2007). b) Trust Unit Appreciation Rights On March 14, 2008, 125,000 trust unit appreciation rights were granted to an officer of the Corporation at the market price of $16.65. These rights vest in three equal tranches over 33 months. In addition, 372,500 trust unit appreciation rights were granted to certain employees of the Corporation at the market price of $16.65. Each tranche of these rights vests over a four year period with a five year life. The holder of the right has the option to exercise the right for an amount of cash equal to the difference between the exercise price and the market price at the time of exercise. The rights granted have been accounted for as stock appreciation rights. Total compensation for these rights was $0.3 million for the three and six months ended June 30, 2008 (nil in 2007). NOTE 7. EARNINGS PER UNIT Basic per unit calculations for the three and six months ended June 30, 2008 and 2007 were based on the weighted average number of units outstanding for the periods. Diluted earnings per unit include the potential dilution of the outstanding rights to acquire trust units and Debentures. The calculation of dilutive earnings per unit does not include anti- dilutive rights. These rights would not be exercised during the period because their exercise price is higher than the average market price for the period. The inclusion of these rights would cause the diluted earnings per unit to be overstated. The number of excluded rights for the three and six months ended June 30, 2008 were 1,848,000 and 1,938,000 respectively (731,000 for the three and six months ended June 30, 2007). The dilutive earnings per unit calculation does not include the impact of anti-dilutive Debentures. The number of trust units issuable on conversion of the Debentures excluded for the three and six months ended June 30, 2008 was 5.0 million (nil for the three and six months ended June 30, 2007). Three Months Six Months (000s) Ended June 30, Ended June 30, ------------------------------------------------------------------------- 2008 2007 2008 2007 ------------------------------------------------------------------------- Weighted average number of units 41,822 40,361 41,683 39,790 Net additional units if rights exercised 128 201 10 190 Net additional units if debentures converted - - - - ------------------------------------------------------------------------- Diluted weighted average number of units 41,950 40,562 41,693 39,980 ------------------------------------------------------------------------- ------------------------------------------------------------------------- NOTE 8. UNITHOLDER DISTRIBUTIONS DECLARED AND PAID The Fund makes monthly distributions to its holders of trust units. Determination of the amount of cash distributions for any period is at the sole discretion of the Board of Trustees of the Fund and is based on certain criteria including financial performance as well as the projected liquidity and capital resource position of the Fund. Distributions are declared to holders of trust units of record on the last business day of each month, and paid on the 15th day of the month following (or if such day is not a business day, the next following business day). Three Months Six Months Ended June 30, Ended June 30, ------------------------------------------------------------------------- 2008 2007 2008 2007 ------------------------------------------------------------------------- Unitholder distributions declared 23,249 22,413 46,326 44,662 per unit - $ 0.555 0.555 1.110 1.110 Unitholder distributions - paid in cash 20,614 18,983 39,750 37,707 Unitholder distributions - value paid in units 2,572 3,388 6,468 6,300 paid in cash - per unit $ 0.493 0.470 0.954 0.948 issued units - per unit $ 0.061 0.084 0.155 0.158 ------------------------------------------------------------------------- ------------------------------------------------------------------------- NOTE 9. RECONCILIATION OF ASSET RETIREMENT OBLIGATIONS The total future asset retirement obligations were estimated by management based on the anticipated costs to abandon and reclaim facilities and wells, and the projected timing of these expenditures. The reconciliation of estimated and actual expenditures for the period is provided below: Three Months Six Months Ended June 30, Ended June 30, ------------------------------------------------------------------------- 2008 2007 2008 2007 ------------------------------------------------------------------------- Asset retirement obligations, beginning of period 20,835 18,694 20,985 18,484 Additional retirement obligations added through acquisitions - 56 - 56 Additional retirement obligations added through development activities - 664 - 664 Additional retirement obligations added through a change of estimate - 1,182 - 1,182 Expenditures incurred to fulfill obligations (954) (299) (1,566) (497) Accretion 462 418 924 826 ------------------------------------------------------------------------- Asset retirement obligations, end of period 20,343 20,715 20,343 20,715 ------------------------------------------------------------------------- ------------------------------------------------------------------------- NOTE 10. DISPOSAL OF CAPITAL ASSETS During the six months ended June 30, 2008, Newalta disposed of certain transport vehicles, land and buildings with a net book value of $5.5 million for proceeds of $6.6 million. The resulting net gain of $1.1 million is included in amortization and accretion in the consolidated statement of operations, comprehensive income and retained earnings. NOTE 11. ASSET IMPAIRMENT Management performs impairment testing on its property, plant and equipment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset, or group of assets, may not be recoverable. During the first three months of 2008, management identified a group of transport vehicles for which carrying value exceeded fair value. Fair value for these assets was determined based on management's review of equipment utilization and prices for similar assets. The total impairment of $1.0 million ($0.8 million in the Western segment and $0.2 million in the Eastern segment) is included with amortization and accretion in the consolidated statements of operations, comprehensive income and retained earnings. NOTE 12. TRANSACTIONS WITH RELATED PARTIES Bennett Jones LLP provides legal services to the Fund. Mr. Vance Milligan, a Trustee of the Fund, is counsel to Bennett Jones LLP. The total cost of these legal services during the three and six month period ended June 30, 2008 was $0.1 million and $0.2 million, respectively ($0.1 million and $0.3 million for the same periods in 2007). Newalta provides oilfield services to Paramount Resources Ltd., an oil and gas company. Mr. Clayton Riddell, a Trustee and Chairman of the Board of the Fund, is Chairman and Chief Executive Officer of Paramount Resources Ltd. The total revenue for services provided by Newalta to this entity during the three and six months ended June 30, 2008 were $0.2 million and $0.6 million respectively ($0.2 million and $1.0 million for the same periods in 2007). These transactions were incurred during the normal course of operations on similar terms and conditions to those entered into with unrelated parties. These transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. NOTE 13. COMMITMENTS Letters of Credit and Surety Bonds At June 30, 2008, Newalta had issued Letters of Credit and Bonds with respect to compliance with environmental licenses and contracts with third parties in the amounts of $49.7 million and $12.9 million respectively. NOTE 14. financial instruments Fair Values Newalta's financial instruments include accounts receivable, note receivable, accounts payable and accrued liabilities, distributions payable, senior long-term debt and convertible debentures. The fair values of the Fund's financial instruments that are included in the consolidated balance sheet, with the exception of the convertible debentures, approximate their recorded amount due to the short term nature of those instruments for accounts receivable, accounts payable and accrued liabilities and for senior long-term debt and the note receivable due to the floating nature of the interest rate. The carrying values of Newalta's financial instruments at June 30, 2008 are as follows: ------------------------------------------------------------------------- Total Held for Loans and Available Other Carrying trading Receivables for sale Liabilities Value ------------------------------------------------------------------------- Accounts receivable - 142,643 - - 142,643 Note receivable - 1,343 - - 1,343 Accounts payable and accrued liabilities - - - 79,412 79,412 Distributions payable - - - 7,770 7,770 Senior long- term debt(1) - - - 255,826 255,826 ------------------------------------------------------------------------- (1) Net of related costs. The fair value of the convertible debentures is based on the closing trading price on the TSX as follows: ------------------------------------------------------------------------- June 30, 2008 Carrying Quoted value(1) fair value ------------------------------------------------------------------------- 7% Convertible debentures due November 30, 2012 110,680 115,000 ------------------------------------------------------------------------- (1) Includes both the debt and equity portions. Financial Instrument Risk Management Credit risk The Fund is subject to risk from its trade accounts receivables balances. The customer base is large and diverse and no single customer balance exceeds 9% of total accounts receivable. The Fund views the credit risks on these amounts as normal for the industry. Credit risk is minimized by the Fund's broad customer base and diverse product lines and is mitigated by the ongoing assessment of the credit worthiness of its customers as well as monitoring the amount and age of balances outstanding. Based on the nature of its operations, established collection history, and industry norms, receivables are not considered past due until 90 days after invoice date although standard payment terms require payment within 30 to 120 days. Depending on the nature of the service and/or product, customers may be provided with extended payment terms while Newalta gathers certain processing or disposal data. Included in the Fund's trade receivable balance, are receivables totalling $13.9 million which are considered to be outstanding beyond normal repayment terms at June 30, 2008. A provision of $1.8 million has been established as an allowance against doubtful accounts. No provision has been made for the remaining balance as there has not been a significant change in credit quality and the amounts are still considered collectable. The Fund does not hold any collateral over these balances. ------------------------------------------------------------------------- Aging Trade Allowance Net Receivables aged for doubtful Receivables by invoice date accounts June December June December June December 30, 31, 30, 31, 30, 31, 2008 2007 2008 2007 2008 2007 ------------------------------------------------------------------------- Current 66,187 63,680 - - 66,187 63,680 31-60 days 22,510 29,860 5 - 22,505 29,860 61-90 days 7,946 10,338 50 16 7,896 10,322 91 days + 13,898 22,511 1,721 2,247 12,177 20,264 ------------------------------------------------------------------------- Total 110,541 126,389 1,776 2,263 108,765 124,126 ------------------------------------------------------------------------- To determine the recoverability of a trade receivable, management analyzes accounts receivable, first identifying customer groups that represent minimal risk (large oil and gas and other low risk large companies, governments and municipalities). Impairment of the remaining accounts is determined by identifying specific accounts that are at risk, and then by applying a formula based on aging to the remaining amounts receivable. All amounts identified as impaired are provided for in an allowance for doubtful accounts. The changes in this account for 2008 are as follows: ------------------------------------------------------------------------- Allowance for doubtful accounts ------------------------------------------------------------------------- Balance, December 31, 2007 2,263 Additional amounts provided for 686 Amounts written off as uncollectible (1,215) Amounts recovered during the period 42 ------------------------------------------------------------------------- Balance, June 30, 2008 1,776 ------------------------------------------------------------------------- Liquidity risk Ultimate responsibility for liquidity risk management rests with the Board of Trustees of the Fund, which has built an appropriate liquidity risk management framework for the management of the Fund's short, medium and long-term funding and liquidity management requirements. Management mitigates liquidity risk by maintaining adequate reserves, banking facilities and other borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Newalta is exposed to interest rate risk to the extent that its credit facility has a variable interest rate. Management does not enter into any derivative contracts to manage the exposure to variable interest rates. The convertible debentures have a fixed interest rate until November 30, 2012, at which point, any remaining convertible debentures will need to be repaid or refinanced. The table below provides an interest rate sensitivity analysis for the three and six months ended June 30, 2008: Three Months Ended Six Months Ended June 30, June 30, ------------------------------------------------------------------------- Net earnings ------------------------------------------------------------------------- If interest rates increased by 1% with all other variables held constant (428) (895) ------------------------------------------------------------------------- Market risk Market risk is the risk that the fair value or future cash flows of our financial instruments will fluctuate because of changes in market prices. Components of market risk to which we are exposed are discussed below: Foreign exchange risk Foreign exchange risk refers to the risk that the value of a financial commitment, recognised asset or liability will fluctuate due to changes in foreign currency exchange rates. The risk arises primarily from firm commitments for receipts and payments settled in U.S. dollars. Management does not enter into any financial instruments to manage the risk for the foreign currency exposure. The table below provides a foreign currency sensitivity analysis on accounts receivable and accounts payable outstanding as at June 30, 2008: ------------------------------------------------------------------------- Net earnings ------------------------------------------------------------------------- If the value of the U.S. dollar increased by $0.01 with all other variables held constant (170) ------------------------------------------------------------------------- NOTE 15. SEGMENTED INFORMATION The Fund has two reportable segments. The reportable segments are distinct strategic business units whose operating results are regularly reviewed by the Corporation's executive officers in order to assess financial performance and make resource allocation decisions. The reportable segments have separate operating management and operate in distinct competitive and regulatory environments. The Western segment recovers and resells crude oil from oilfield waste, rents drill cuttings management and solids control equipment, provides abandonment and remediation services, collects liquid and semi-solid industrial wastes as well as automotive wastes, including waste lubricating oil, and provides mobile site services in western Canada. Recovered materials are processed into resalable products. The Eastern segment provides industrial waste collection, pre-treating, transfer, processing and disposal services and operates a fleet of specialized vehicles and equipment for waste transport and onsite processing, a lead recycling facility and an emergency response service in central and eastern Canada. The accounting policies of the segments are the same as those of the Fund. For the Three Months Ended June 30, 2008 Consol- Inter- Unalloc- idated Western Eastern segment ated(3) Total ------------------------------------------------------------------------- External revenue 83,528 59,372 - 39 142,939 Inter segment revenue(1) 240 - (240) - - Operating expense 56,044 44,452 (240) - 100,256 Amortization and accretion expense 5,699 3,758 - 2,214 11,671 ------------------------------------------------------------------------- Net margin 22,025 11,162 - (2,175) 31,012 Selling, general and administrative - - - 16,071 16,071 Finance charges - - - 5,648 5,648 ------------------------------------------------------------------------- Operating income 22,025 11,162 - (23,894) 9,293 ------------------------------------------------------------------------- Capital expenditures and acquisitions(2) 9,834 10,068 - 3,560 23,462 ------------------------------------------------------------------------- Goodwill 62,280 41,317 - - 103,597 ------------------------------------------------------------------------- Total assets 552,672 424,167 - 54,462 1,031,301 ------------------------------------------------------------------------- ------------------------------------------------------------------------- For the Three Months Ended June 30, 2007 Consol- Inter- Unalloc- idated Western Eastern segment ated(3) Total ------------------------------------------------------------------------- External revenue 75,201 36,304 - 89 111,594 Inter segment revenue(1) 433 - (433) - - Operating expense 55,593 27,828 (433) - 82,988 Amortization and accretion expense 4,292 4,016 - 872 9,180 ------------------------------------------------------------------------- Net margin 15,749 4,460 - (783) 19,426 Selling, general and administrative - - - 13,006 13,006 Finance charges - - - 2,632 2,632 ------------------------------------------------------------------------- Operating income 15,749 4,460 - (16,421) 3,788 ------------------------------------------------------------------------- Capital expenditures and acquisitions(2) 16,911 27,496 - 5,970 50,377 ------------------------------------------------------------------------- Goodwill 57,661 41,317 - - 98,978 ------------------------------------------------------------------------- Total assets 541,300 278,590 - 49,476 869,366 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Inter-segment revenue is recorded at market, less the costs of serving external customers. (2) Includes capital asset additions and the purchase price of acquisitions. (3) Management does not allocate selling, general and administrative, taxes, and interest costs in the segment analysis. For the Six Months Ended June 30, 2008 Consol- Inter- Unalloc- idated Western Eastern segment ated(3) Total ------------------------------------------------------------------------- External revenue 177,501 115,534 - 80 293,115 Inter segment revenue(1) 541 - (541) - - Operating expense 115,180 87,386 (541) - 202,025 Amortization and accretion expense 11,360 7,568 - 4,115 23,043 ------------------------------------------------------------------------- Net margin 51,502 20,580 - (4,035) 68,047 Selling, general and administrative - - - 30,298 30,298 Finance charges - - - 11,914 11,914 ------------------------------------------------------------------------- Operating income 51,502 20,580 - (46,247) 25,835 ------------------------------------------------------------------------- Capital expenditures and acquisitions(2) 17,257 16,334 - 7,844 41,435 ------------------------------------------------------------------------- Goodwill 62,280 41,317 - - 103,597 ------------------------------------------------------------------------- Total assets 552,672 424,167 - 54,462 1,031,301 ------------------------------------------------------------------------- ------------------------------------------------------------------------- For the Six Months Ended June 30, 2007 Consol- Inter- Unalloc- idated Western Eastern segment ated(3) Total ------------------------------------------------------------------------- External revenue 163,906 64,912 - 613 229,431 Inter segment revenue(1) 433 - (433) - - Operating expense 112,780 50,155 (433) - 162,502 Amortization and accretion expense 9,425 7,463 - 2,125 19,013 ------------------------------------------------------------------------- Net margin 42,134 7,294 - (1,512) 47,916 Selling, general and administrative - - - 25,525 25,525 Finance charges - - - 4,938 4,938 ------------------------------------------------------------------------- Operating income 42,134 7,294 - (31,975) 17,453 ------------------------------------------------------------------------- Capital expenditures and acquisitions(2) 23,072 32,887 - 9,279 65,238 ------------------------------------------------------------------------- Goodwill 57,661 41,317 - - 98,978 ------------------------------------------------------------------------- Total assets 541,300 278,590 - 49,476 869,366 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Inter-segment revenue is recorded at market, less the costs of serving external customers. (2) Includes capital asset additions and the purchase price of acquisitions. (3) Management does not allocate selling, general and administrative, taxes, and interest costs in the segment analysis.

For further information:

For further information: Ron Sifton, Executive Vice-President, Phone:
(403) 806-7020; Anne M. MacMicken, Executive Director, Investor Relations,
Phone: (403) 806-7019


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