##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from  to.
 Commission File No. 001-33712
 
 RENEGY HOLDINGS, INC.
  Delaware
    
    20-8987239(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)
 301 West Warner Road, Suite 132
Tempe, Arizona 85284-2961
 (480) 556-5555
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



RENEGY HOLDINGS, INC.
 FORM 10-Q
 March 31, 2008
 TABLE OF CONTENTS
 PageNo.PART I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Consolidated Statements of Operations for the three-months ended March 31,
2008 and 2007 (Unaudited)
    
    
    3Consolidated Balance Sheets at March 31, 2008 and December 31, 2007 (Unaudited)
    
    
    4Consolidated Statements of Cash Flows for the three-months ended March 31,
2008 and 2007 (Unaudited)
    
    
    5Notes to Unaudited Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    19Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    26PART II. OTHER INFORMATION
    
    
    27Item 1. Legal Proceedings
    
    
    27Item 1A. Risk Factors
    
    
    27Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3. Defaults Upon Senior Securities
    
    
    27Item 4. Submission of Matters to a Vote of Security Holders
    
    
    27Item 5. Other Information
    
    
    27Item 6. Exhibits
    
    
    28Signatures
    
    
    30Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 RENEGY HOLDINGS, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,2008
    
    
    2007(Successor)
    
    
    (Predecessor)Revenues
    
    $
    347
    
    
    $
    496Costs and expenses:Cost of wood product operations
    
    
    1,610
    
    
    
    961General, administrative and development
    
    
    3,385
    
    
    
    257Loss (gain) on sale or disposal of assets
    
    
    (160
    )
    
    
    1Total costs and expenses
    
    
    4,835
    
    
    
    1,219Operating loss
    
    
    (4,488
    )
    
    
    (723
    )Other income (expense):Interest income
    
    
    105
    
    
    
    316Other income
    
    
    19
    
    
    
    Interest expense
    
    
    (23
    )
    
    
    (280
    )Other expense
    
    
    (139
    )
    
    
    (37
    )Debt commitment fees
    
    
    (261
    )
    
    
    (265
    )Change in fair value of derivative instruments
    
    
    (186
    )
    
    
    (75
    )Net loss
    
    $
    (4,973
    )
    
    $
    (1,064
    )Net loss per common share:Basic and diluted
    
    $
    (0.80
    )
    
    $
    (0.28
    )Weighted average shares:Basic and diluted
    
    
    6,208
    
    
    
    3,774
   3




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RENEGY HOLDINGS, INC.
 
 CONSOLIDATED BALANCE SHEETS
(In thousands, except par value amounts)(Unaudited)
 March 31,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    11,101
    
    
    $
    9,769Restricted cash
    
    
    68
    
    
    
    2,411Short-term investments
    
    
    
    
    
    
    5,991Receivables
    
    
    211
    
    
    
    864Inventories
    
    
    5,047
    
    
    
    5,128Prepaid expenses and other assets
    
    
    744
    
    
    
    362Total current assets
    
    
    17,171
    
    
    
    24,525Property and equipment:Leasehold improvements
    
    
    376
    
    
    
    265Machinery and equipment
    
    
    6,277
    
    
    
    5,387Construction in progress, biomass facility
    
    
    62,558
    
    
    
    54,626Construction in progress, other
    
    
    229
    
    
    
    981Less accumulated depreciation and amortization
    
    
    (1,836
    )
    
    
    (1,760
    )Total property and equipment
    
    
    67,604
    
    
    
    59,499Deferred financing costs, net
    
    
    2,593
    
    
    
    2,732Idle property and equipment
    
    
    1,375
    
    
    
    1,300Other assets
    
    
    349
    
    
    
    111Total assets
    
    $
    89,092
    
    
    $
    88,167LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,424
    
    
    $
    2,967Accrued payroll and benefits
    
    
    1,228
    
    
    
    789Accrued liabilities and other
    
    
    2,119
    
    
    
    2,103Current portion of long-term debt
    
    
    1,543
    
    
    
    776Current portion of fair value of derivative instruments
    
    
    867
    
    
    
    389Total current liabilities
    
    
    8,181
    
    
    
    7,024Fair value of derivative instruments, net of current portion
    
    
    3,920
    
    
    
    4,213Long-term debt, net of current portion
    
    
    50,702
    
    
    
    50,942Total liabilities
    
    
    62,803
    
    
    
    62,179Stockholders equity:Preferred stock, $0.001 par value; 1,500 shares authorized, none issued
    
    
    
    
    
    
    Common stock, $0.001 par value; 43,000 shares authorized; 6,208 and 6,429
issued and outstanding, respectively
    
    
    6
    
    
    
    6Additional paid-in capital
    
    
    54,883
    
    
    
    49,606Accumulated deficit
    
    
    (28,600
    )
    
    
    (23,627
    )Accumulated other comprehensive income
    
    
    
    
    
    
    3Total stockholders equity
    
    
    26,289
    
    
    
    25,988Total liabilities and stockholders equity
    
    $
    89,092
    
    
    $
    88,167
   4




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RENEGY HOLDINGS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
 Three Months EndedMarch 31, 2008
    
    
    March 31, 2007(Successor)
    
    
    (Predecessor)Cash flows from operating activities:Net loss
    
    $
    (4,973
    )
    
    $
    (1,064
    )Adjustments to reconcile net loss from continuing operations to net cash
used in operating activities:Depreciation of property and equipment
    
    
    256
    
    
    
    215Impairment of long-lived assets
    
    
    109
    
    
    
    Amortization of deferred financing costs
    
    
    139
    
    
    
    40Change in fair value of derivative instruments
    
    
    186
    
    
    
    75Stock based compensation
    
    
    278
    
    
    
    Loss (gain) on sale or disposal of assets
    
    
    8
    
    
    
    (1
    )Changes in operating assets and liabilities:Receivables
    
    
    653
    
    
    
    (62
    )Inventories
    
    
    81
    
    
    
    (652
    )Prepaid expenses and other current assets
    
    
    (382
    )
    
    
    (662
    )Accounts payable
    
    
    942
    
    
    
    42Accrued payroll and benefits
    
    
    439
    
    
    
    Accrued liabilities and other
    
    
    (199
    )
    
    
    168Net cash used in operating activities
    
    
    (2,463
    )
    
    
    (1,901
    )Cash flows from investing activities:Maturities of available-for-sale investments
    
    
    5,988
    
    
    
    Proceeds from sale of restricted cash investments
    
    
    
    
    
    
    6,802Net change in restricted cash investments
    
    
    2,343
    
    
    
    Sale of property and equipment
    
    
    4
    
    
    
    Additions to property and equipment
    
    
    (9,525
    )
    
    
    (7,337
    )Change in other assets
    
    
    (238
    )
    
    
    Net cash used in investing activities
    
    
    (1,428
    )
    
    
    (535
    )
   5




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RENEGY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS  continued
(In thousands) (Unaudited)
 Three Months EndedMarch 31, 2008
    
    
    March 31, 2007(Successor)
    
    
    (Predecessor)Cash flows from financing activities:Proceeds from issuance of notes payable
    
    
    320
    
    
    
    910Repayments of notes and leases payable
    
    
    (97
    )
    
    
    (23
    )Contribution from majority shareholder
    
    
    5,000
    
    
    
    Contributions from member
    
    
    
    
    
    
    1,720Net cash provided by financing activities
    
    
    5,223
    
    
    
    2,607Net increase in cash and cash equivalents
    
    
    1,332
    
    
    
    171Cash and cash equivalents at beginning of period
    
    
    9,769
    
    
    
    31Cash and cash equivalents at end of period
    
    $
    11,101
    
    
    $
    202Supplemental disclosures of noncash investing and financing activitiesAdditions of property, plant and equipment financed with payables
    
    $
    1,769
    
    
    $
    1,804Additions of property, plant and equipment financed with capital leases
    
    $
    304
    
    
    $
    178
   6




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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Basis of Presentation and Consolidation and Recent Accounting Pronouncements
 Formation and Operations of the Company .
  Business Combinations,
 Description of Business .
 Unaudited Interim Financial Information.
   7




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Principles of Consolidation .
 Predecessor
 Accounting and Reporting by Limited Liability
Companies and Limited Liability Partnerships
 Successor
  Recent Accounting Pronouncements . Fair Value Measurements, Effective Date
of FASB Statement No. 157
 The Fair Value Option for
Financial Assets and Financial Liabilities.
 Business Combinations
 Non-controlling Interests in
Consolidated Financial Statements  an amendment of ARB 51
  8




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Disclosures about Derivative
Instruments and Hedging Activities-an amendment of FASB Statement No. 133 Accounting for Derivative Instruments
and Hedging Activities
 Note 2. Operations and Financing
       9




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Note 3. Other Financial Data
 Statements of Operations Supplemental Information
 Comprehensive Loss
  Three Months Ended,March 31,2008
    
    
    2007Net loss
    
    $
    (4,973
    )
    
    $
    (1,064
    )Other comprehensive loss:Change in unrealized loss on
available-for-sale securities
    
    
    (3
    )
    
    
    Comprehensive loss
    
    $
    (4,976
    )
    
    $
    (1,064
    )
  Balance Sheets Supplemental Information
 Inventories
  March 31,
    
    
    December 31,2008
    
    
    2007Biomass
    
    $
    4,161
    
    
    $
    4,153Logs
    
    
    813
    
    
    
    964Other
    
    
    73
    
    
    
    11$
    5,047
    
    
    $
    5,128
   10




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##### Table of Contents



Idle Property and Equipment
  March 31,
    
    
    December 31,2008
    
    
    2007Susanville biomass plant
    
    $
    1,300
    
    
    $
    1,300Saw-mill equipment
    
    
    75
    
    
    
    $
    1,375
    
    
    $
    1,300
  Long-Term Debt
  March 31,
    
    
    December 31,2008
    
    
    2007ID Bonds  Solid Waste Disposal Revenue Bonds, due 2037, principal
repayments required January 2014 through January 2026 per related letter
of credit, quarterly payments of interest at a variable rate determined by
the bond underwriter (1)
    
    $
    39,250
    
    
    $
    39,250SWMP Construction Loan  construction loan to bank, converts to term
loan no later than June 30, 2008, principal payments through maturity in
January 2014, quarterly payments of interest at LIBOR plus 1.5% through
March 2013, then LIBOR plus 1.8% through maturity in January 2014 (1)
    
    
    9,302
    
    
    
    9,302Renegy Term Facility  construction loan to bank, converts to term loan no
later than June 30, 2008, principal payments through maturity in January
2013,
quarterly payments of interest at 7.2% per annum through maturity
    
    
    1,492
    
    
    
    1,471Chase Lease  equipment loan to bank, monthly payments of interest at
prime
less 1% until conversion to lease payable upon completion of equipment
manufacture
    
    
    1,675
    
    
    
    1,372Other
    
    
    526
    
    
    
    323Total debt
    
    
    52,245
    
    
    
    51,718Less current maturities
    
    
    (1,543
    )
    
    
    (776
    )Long-term debt, net of current portion
    
    $
    50,702
    
    
    $
    50,942
 (1)
    
    ID Bonds and SWMP Construction Loan are subject to a floating to fixed interest rate swap at
closing through maturity (see Note 11).
 Note 4. Net Income (Loss) per Share (EPS)
 Earnings
per Share
  11




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Note 5. Stock Based Compensation
    Share-Based Payment, Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services
  Three Months Ended,March 31,2008
    
    
    2007Stock options
    
    $
    244
    
    
    $
    Warrants
    
    
    34
    
    
    
    $
    278
    
    
    $
    
 Note 6. Impairment of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets
   12




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Note 7. Major Customers and Suppliers
    Note 8. Cash Infusion and Line of Credit
   Note 9. Capitalized Interest
 Capitalization of
Interest Cost Capitalization of Interest Cost in Situations Involving Certain
Tax-Exempt Borrowings and Certain Gifts and Grants
 Three Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007(Successor)
    
    
    (Predecessor)Project interest costs incurred
    
    $
    643
    
    
    $
    500Project interest costs capitalized
    
    $
    637
    
    
    $
    226
  13




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Note 10. Fair Value Measurements
       Fair Value Measurementsat Reporting Date UsingQuotedPrices inActiveMarketsfor
    
    
    SignificantIdentical
    
    
    Other
    
    
    SignificantAs of
    
    
    Assets or
    
    
    Observable
    
    
    UnobservableMarch 31,
    
    
    Liabilities
    
    
    Inputs
    
    
    Inputs2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsAvailable-for-sale securities(1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    LiabilitiesDerivative instruments (2)
    
    $
    4,787
    
    
    $
    
    
    
    $
    4,787
    
    
    $
    $
    4,787
    
    
    $
    
    
    
    $
    4,787
    
    
    $
    
  14




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##### Table of Contents



Fair Value Measurementsat Reporting Date UsingQuotedPrices inActiveMarketsfor
    
    
    SignificantIdentical
    
    
    Other
    
    
    SignificantAs of
    
    
    Assets or
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Liabilities
    
    
    Inputs
    
    
    Inputs2007
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsAvailable-for-sale securities(1)
    
    $
    5,991
    
    
    $
    5,991
    
    
    $
    
    
    
    $
    $
    5,991
    
    
    $
    5,991
    
    
    $
    
    
    
    $
    LiabilitiesDerivative instruments (2)
    
    $
    4,602
    
    
    $
    
    
    
    $
    4,602
    
    
    $
    $
    4,602
    
    
    $
    
    
    
    $
    4,602
    
    
    $
    
 (1)
    
    The fair values of the Companys available-for-sale securities are based on
quoted prices. During the three months ended March 31, 2008, all of the Companys
available-for-sale securities matured and the proceeds were invested in cash
equivalents.(2)
    
    The fair values of the Companys derivative instruments are based on the
discounted expected future cash flows of the interest rate swaps based on LIBOR yield
curves at the reporting date. Note 11. Derivative Financial Instruments
 Accounting for Derivative Instruments and Hedging Activities,
   15




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SWAP 1
    
    SWAP 2(ID Bonds)
    
    (SWMP Construction Loan)Notional amount at March 31, 2008
    
    $39,250,000
    
    $9,001,000Notional amount at December 31, 2007
    
    $39,250,000
    
    $6,289,000Trade date
    
    9/8/2006
    
    9/8/2006Termination date
    
    1/2/2026
    
    1/2/2014Benchmark rate hedged
    
    Muni Bond Index Rate (BMA)
    
    3 Month LIBORItem description
    
    Designated Bond
    
    Designated LoanFixed rate
    
    4.5%
    
    5.2%Fair value of liability at March 31, 2008
    
    $4,407,000
    
    $380,000Fair value of liability at December 31,
2007
    
    $4,297,000
    
    $305,000
 Note 12. Segment Disclosures and Related Information
 Disclosures about Segments of an Enterprise and Related Information,
  Note 13. Commitments and Contingencies
  Catalytica-related
 Kawasaki and Eaton sale representations and warranties
    16




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SCR-Tech sale representations and warranties
   Snowflake Entities-related
   1 2
   17




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Post-merger Renegy-related
 Merger Transaction representations and warranties
   Overrun Guaranty
     18




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Registration Rights Agreement
  Susanville Land Lease and Option to Purchase
 th
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
  Forward-Looking Statements
 This Managements Discussion and Analysis and other parts of this Report on Form 10-Q and our
2007 Annual Report on Form 10-KSB contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, that involve risks and uncertainties. The words anticipates, believes,
estimates, expects, intends, plans, will and similar expressions identify forward-looking
statements, which are based on information available to us on the date hereof. We assume no
obligation to publicly update or revise any such forward-looking statements.
 You should not place undue reliance on forward-looking statements. They are subject to known
and unknown risks, uncertainties, and other factors that may cause our actual results to be
materially different from any future results expressed or implied by the forward-looking
statements.
 Should the underlying assumptions associated with these forward-looking statements, or should
one or more of the risks or uncertainties described in the section titled Risk Factors located
within Part I, Item 1 of our 2007 Annual Report on Form 10-KSB and elsewhere in our 2007 Annual
Report on Form 10-KSB , as well as in this Form 10-Q occur, our actual results could differ
materially from those anticipated in these forward-looking statements.
 Basis of Presentation
   19




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Introduction
  History
    Overview
     20




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Critical Accounting Policies and Estimates
   Results of Operations
  Three Months EndedMarch 31,2008
    
    
    2007
    
    
    ChangeRevenues
    
    $
    347
    
    
    $
    496
    
    
    $
    (149
    )Costs and expenses:Cost of wood product operations
    
    
    1,610
    
    
    
    961
    
    
    
    649General, administrative and development
    
    
    3,385
    
    
    
    257
    
    
    
    3,128Loss (gain) on sale or disposal of assets
    
    
    (160
    )
    
    
    1
    
    
    
    (161
    )Total costs and expenses
    
    
    4,835
    
    
    
    1,219
    
    
    
    3,616Operating loss
    
    
    (4,488
    )
    
    
    (723
    )
    
    
    (3,765
    )Interest income
    
    
    105
    
    
    
    316
    
    
    
    (211
    )Other income
    
    
    19
    
    
    
    
    
    
    
    19Interest expense
    
    
    (23
    )
    
    
    (280
    )
    
    
    257Other expense
    
    
    (139
    )
    
    
    (37
    )
    
    
    (102
    )Debt commitment fees
    
    
    (261
    )
    
    
    (265
    )
    
    
    4Change in fair value of derivative instruments
    
    
    (186
    )
    
    
    (75
    )
    
    
    (111
    )Net loss
    
    $
    (4,973
    )
    
    $
    (1,064
    )
    
    $
    (3,909
    )
 Comparison of the three month periods ended March 31, 2008 and 2007
 Revenues.
  21




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Cost of Wood Product Operations.
 Accounting for the Impairment or Disposal of Long-Lived Assets
  Loss (Gain) on Sale or Disposal of Assets.
   22




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General, Administrative and Development (GA&D) Expenses.
   Interest and Other Income.
  Interest and Other Expense.
 Capitalization of Interest
Cost in Situations Involving Certain Tax-Exempt Borrowings and Certain Gifts and Grants
  Debt Commitment Fees.
  Change in Fair Value of Derivative Instruments.
  23




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Income Taxes.
 Liquidity and Capital Resources
       24




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25




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 (a)
    
    Evaluation of disclosure controls and procedures. Our management evaluated, with the
participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end
of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our
Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure
controls and procedures are effective as of March 31, 2008 to ensure that information we
are required to disclose in reports that we file or
submit under the Exchange Act is (i) recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange Commission rules and forms and (ii)
accumulated and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.(b)
    
    Changes in internal control over financial reporting.There was no change in our
internal control over financial reporting that occurred during the period covered by this
Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
  26




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PART II  OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 1A. RISK FACTORS
  
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 Item 3. DEFAULTS UPON SENIOR SECURITIES
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 Item 5. OTHER INFORMATION
   27




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Item 6. EXHIBITS
  ExhibitNumber
    
    Notes
    
    Description2.1
    
    (1)
    
    Contribution and Merger Agreement, dated as of May 8, 2007 among
the Registrant, Catalytica Energy Systems, Inc., Snowflake
Acquisition Corporation, Renegy, LLC, Renegy Trucking, LLC,
Snowflake White Mountain Power, LLC, Robert M. Worsley, Christi M.
Worsley and the Robert M. Worsley and Christi M. Worsley Revocable
Trust.2.2
    
    (1)
    
    Amendment No. 1 dated as of August 9, 2007 to Contribution and
Merger Agreement, dated as of May 8, 2007 among the Registrant,
Catalytica Energy Systems, Inc., Snowflake Acquisition Corporation,
Renegy, LLC, Renegy Trucking, LLC, Snowflake White Mountain Power,
LLC, Robert M. Worsley, Christi M. Worsley and the Robert M.
Worsley and Christi M. Worsley Revocable Trust.2.3
    
    (2)
    
    Amendment No. 2 dated as of September 20, 2007 to Contribution and
Merger Agreement, dated as of May 8, 2007, as amended, among the
Registrant, Catalytica Energy Systems, Inc., Snowflake Acquisition
Corporation, Renegy, LLC, Renegy Trucking, LLC, Snowflake White
Mountain Power, LLC, Robert M. Worsley, Christi M. Worsley and the
Robert M. Worsley and Christi M. Worsley Revocable Trust.3.1
    
    (5)
    
    Amended and Restated Certificate of Incorporation of the Registrant.3.2
    
    (3)
    
    Amended and Restated Bylaws of the Registrant.4.1
    
    (5)
    
    Stock Specimen of the Registrant.4.2
    
    (4)
    
    Registration Rights Agreement dated as of October 1, 2007 between
the Registrant and the Robert M. Worsley and Christi M. Worsley
Revocable Trust.4.3
    
    (4)
    
    Common Stock Purchased Warrant issued October 1, 2007 to the Robert
M. Worsley and Christi M. Worsley Revocable Trust.10.1
    
    (5)*
    
    2007 Equity Incentive Plan.10.2
    
    (5)*
    
    Form of Stock Option Agreement.10.3
    
    (6)
    
    Office Lease between Renegy Holdings, Inc. and Hayden Ferry
Lakeside, LLC, dated January 17, 2008.10.4
    
    (7)
    
    Lease between Renegy Susanville, LLC and Sierra Pacific Industries
dated January 31, 2008.10.5
    
    (7)
    
    Option Agreement between Renegy Susanville, LLC and Sierra Pacific
Industries dated January 31, 2008.10.6
    
    (7)
    
    Letter Agreement, dated February 12, 2008, by and between the
Registrant and Robert M. Worsley, Christi M. Worsley and the Robert
M. Worsley and Christi M. Worsley Revocable Trust.10.7
    
    (7)
    
    Revolving Credit Agreement, dated February 12, 2008, by and among
the Registrant, Robert M. Worsley, Christi M. Worsley and the
Robert M. Worsley and Christi M. Worsley Revocable Trust.10.8
    
    (7)
    
    SCR-Tech Sale and Share Ownership Reconciliation Agreement, dated
February 12, 2008, between the Company and the Robert M. Worsley
and Christi M. Worsley Revocable Trust.10.9
    
    (8)
    
    Continuing Guarantee of the Registrant, dated March 17, 2008.10.10
    
    (9)
    
    Credit Agreement dated as of March 28, 2008, between the Registrant
and Comerica Bank.10.11
    
    (9)
    
    Non-Revolving Line of Credit Promissory Note Payable by the
Registrant to Comerica Bank dated as of March 28, 2008.
  28




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##### Table of Contents



ExhibitNumber
    
    Notes
    
    Description10.12
    
    (9)
    
    Cash Collateral Account Agreement dated as of March 28, 2008,
between the Registrant and Comerica Bank.10.13
    
    (9)
    
    Fourth Amendment to Credit Agreement, by and among Snowflake White
Mountain Power, LLC, Renegy, LLC, Renegy Trucking, LLC and CoBank,
ACB, as Administrative Agent and Lender, dated as of March 28,
2008.10.14
    
    (9)
    
    Extension Letter dated March 11, 2008 under Amended Restated
Transaction Confirmation by and between Snowflake White Mountain
Power, LLC and Arizona Public Service Company.10.15
    
    (9)
    
    First Amendment to Second Amended and Restated Renewable Energy
Purchase and Sale Agreement, by and between Snowflake White
Mountain Power, LLC and Salt River Project Agricultural Improvement
and Power District, dated as of March 27, 2008.10.16
    
    (10)
    
    Fifth Amendment to Credit Agreement and Consent by and among
Snowflake White Mountain Power, LLC, Renegy, LLC, Renegy Truck, LLC
and CoBank, ACB, as Administrative Agent and Lender, dated as of
April 10, 2008.31.1
    
    **
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
/ 15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2
    
    **
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
/ 15d-14(a) of the Securities Exchange Act of 1934, as amended.32.1
    
    **
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350.32.2
    
    **
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350.
 
 +
    
    Confidential treatment has been granted for portions of these agreements.*
    
    Represents management contracts or compensatory plans for executive officers and
directors.**
    
    Filed herewith.(1)
    
    Incorporated by reference to Annex A to Amendment No. 2 to
Registrants Registration Statement on Form S-4 (file No. 333-144110)
filed on August 31, 2007.(2)
    
    Incorporated by reference to exhibits filed with our Form 8-K, filed
on September 21, 2007.(3)
    
    Incorporated by reference to Annex D to Amendment No. 2 to
Registrants Registration Statement on Form S-4 (file No. 333-144110)
filed on August 31, 2007.(4)
    
    Incorporated by reference to exhibits filed with our Form 8-K, filed
on October 1, 2007.(5)
    
    Incorporated by reference to exhibits filed with our Form 10QSB,
filed on November 14, 2007.(6)
    
    Incorporated by reference to exhibits filed with our Form 8-K, filed
on January 23, 2008.(7)
    
    Incorporated by reference to exhibits filed with our Form 8-K, filed
on February 13, 2008.(8)
    
    Incorporated by reference to exhibits filed with our Form 8-K, filed
on March 20, 2008.(9)
    
    Incorporated by reference to exhibits filed with our Form 10-KSB,
filed on March 31, 2008.(10)
    
    Incorporated by reference to exhibits filed with our Form 8-K, filed
on April 15, 2008.  29




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##### Table of Contents



RENEGY HOLDINGS, INC.
 
 SIGNATURES
   RENEGY HOLDINGS, INC.
(Registrant)By:
    /s/ Robert W. ZackRobert W. ZackExecutive Vice President and Chief
Financial Officer

(Duly Authorized Officer and Principal
Financial Officer)  30




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
/ 15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
/ 15d-14(a) of the Securities Exchange Act of 1934, as amended.32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350.32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350.
  31