##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 (Mark One)
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 or
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from          to          .
 Commission File No. 001-33712
 
 RENEGY HOLDINGS, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    20-8987239
(IRS Employer
Identification No.)
 301 West Warner Road, Suite 132
Tempe, Arizona 85284-2961
 (480) 556-5555
 o þ
 o þ
  o þ




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##### 



RENEGY HOLDINGS, INC.
 FORM 10-QSB
 September 30, 2007
 TABLE OF CONTENTS
 PageNo.PART I. FINANCIAL INFORMATION
    
    
    2Item 1. Financial Statements
    
    
    2Consolidated Statements of Operations for the three- and
nine-months ended September 30, 2007 and 2006 (Unaudited)
    
    
    2Consolidated Balance Sheet at September 30, 2007 (Unaudited)
    
    
    3Consolidated Statements of Cash Flows for the nine-months
ended September 30, 2007 and 2006 (Unaudited)
    
    
    4Notes to Unaudited Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis or Plan of Operation
    
    
    20Item 3. Controls and Procedures
    
    
    57PART II. OTHER INFORMATION
    
    
    58Item 1. Legal Proceedings
    
    
    58Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    58Item 3. Defaults Upon Senior Securities
    
    
    58Item 4. Submission of Matters to a Vote of Security Holders
    
    
    58Item 5. Other Information
    
    
    58Item 6. Exhibits
    
    
    59Signatures
    
    
    63EX-3.1EX-4.1EX-10.6EX-10.9EX-10.10EX-10.11EX-10.12EX-10.13EX-10.14EX-10.15EX-10.16EX-10.17EX-10.18EX-10.19EX-10.20EX-10.21EX-10.22EX-10.23EX-10.24EX-10.25EX-10.26EX-10.27EX-10.28EX-10.29EX-10.30EX-10.31EX-10.32EX-10.33EX-10.34EX-10.35EX-10.36EX-10.37EX-10.38EX-10.39EX-10.40EX-10.41EX-10.42EX-10.43EX-10.44EX-10.45EX-10.46EX-10.47EX-10.48EX-10.49EX-10.50EX-10.51EX-10.52EX-10.53EX-10.54EX-14.1EX-21.1EX-31.1EX-31.2EX-32.1EX-32.2




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PART I  FINANCIAL INFORMATION
 See Introductory Note preceding Note 1 of Notes to Unaudited Consolidated Financial Statements for
an explanation of financial information and historical financial statements presented within this
Form 10-QSB.
 
 ITEM 1. FINANCIAL STATEMENTS
 
 CATALYTICA ENERGY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
for the three- and nine-months ended September 30, 2007 and 2006
(In thousands, except per share amounts)
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues
    
    $
    1,600
    
    
    $
    1,368
    
    
    $
    3,408
    
    
    $
    5,304Costs and expenses:Cost of revenues
    
    
    1,148
    
    
    
    1,187
    
    
    
    3,244
    
    
    
    3,663Selling, general and administrative
    
    
    3,625
    
    
    
    1,540
    
    
    
    9,081
    
    
    
    4,791Loss on sale of assets
    
    
    2
    
    
    
    
    
    
    
    2
    
    
    
    21Total costs and expenses
    
    
    4,775
    
    
    
    2,727
    
    
    
    12,327
    
    
    
    8,475Operating loss
    
    
    (3,175
    )
    
    
    (1,359
    )
    
    
    (8,919
    )
    
    
    (3,171
    )Interest and other income
    
    
    213
    
    
    
    236
    
    
    
    708
    
    
    
    760Interest and other expense
    
    
    
    
    
    
    (11
    )
    
    
    (9
    )
    
    
    (108
    )Loss from continuing operations
    
    
    (2,962
    )
    
    
    (1,134
    )
    
    
    (8,220
    )
    
    
    (2,519
    )Discontinued operations:Gain from disposal of discontinued operations
    
    
    
    
    
    
    2,874
    
    
    
    
    
    
    
    2,874Loss from discontinued operations, net of taxes
    
    
    (14
    )
    
    
    (1,060
    )
    
    
    (52
    )
    
    
    (4,291
    )Total gain (loss) from discontinued operations
    
    
    (14
    )
    
    
    1,814
    
    
    
    (52
    )
    
    
    (1,417
    )Net income (loss)
    
    $
    (2,976
    )
    
    $
    680
    
    
    $
    (8,272
    )
    
    $
    (3,936
    )Per common share:Loss from continuing operationsBasic and diluted
    
    $
    (0.16
    )
    
    $
    (0.06
    )
    
    $
    (0.45
    )
    
    $
    (0.14
    )Gain (loss) from discontinued operationsBasic and diluted
    
    $
    (0.00
    )
    
    $
    0.10
    
    
    $
    (0.00
    )
    
    $
    (0.08
    )Net income (loss)Basic and diluted
    
    $
    (0.16
    )
    
    $
    0.04
    
    
    $
    (0.45
    )
    
    $
    (0.22
    )Weighted average sharesBasic and diluted
    
    
    18,369
    
    
    
    18,218
    
    
    
    18,318
    
    
    
    18,182
  2




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CATALYTICA ENERGY SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET
at September 30, 2007
(In thousands)
(Unaudited)
 ASSETSCurrent assets:Cash and cash equivalents
    
    $
    439Short-term investments
    
    
    12,897Accounts receivable, net
    
    
    815Revenues in excess of billings
    
    
    772Inventory
    
    
    153Prepaid expenses and other assets
    
    
    413Total current assets
    
    
    15,489Property and equipment:Equipment
    
    
    1,724Leasehold improvements
    
    
    327Less accumulated depreciation and amortization
    
    
    (1,185
    )Total property and equipment
    
    
    866Goodwill
    
    
    4,257Other intangible assets, net
    
    
    1,109Other assets
    
    
    72Total assets
    
    $
    21,793LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    637Accrued payroll and benefits
    
    
    589Deferred revenue
    
    
    158Accrued liabilities and other
    
    
    1,053Total current liabilities
    
    
    2,437Other long-term liabilities
    
    
    13Total liabilities
    
    
    2,450Stockholders equity:Common stock
    
    
    18Additional paid-in capital
    
    
    169,913Retained deficit
    
    
    (150,574
    )Accumulated other comprehensive loss
    
    
    (14
    )Total stockholders equity
    
    
    19,343Total liabilities and stockholders equity
    
    $
    21,793
  3




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CATALYTICA ENERGY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine-months ended September 30, 2007 and 2006 (In thousands) (Unaudited)
 Nine Months EndedSeptember 30,2007
    
    
    2006Cash flows from continuing operating activities:Net loss
    
    $
    (8,272
    )
    
    $
    (3,936
    )Discontinued operations, net of tax
    
    
    (52
    )
    
    
    (1,417
    )Net loss from continuing operations
    
    
    (8,220
    )
    
    
    (2,519
    )Adjustments to reconcile net loss from continuing operations to net cash
used in operating activities:Depreciation of property and equipment
    
    
    240
    
    
    
    232Accretion of investments discount
    
    
    (33
    )
    
    
    (21
    )Amortization of intangible assets
    
    
    130
    
    
    
    130Stock based compensation
    
    
    1,916
    
    
    
    205Loss on sale of security investments
    
    
    8
    
    
    
    Gain (loss) on sale of assets
    
    
    2
    
    
    
    (27
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    196
    
    
    
    (1
    )Inventory
    
    
    151
    
    
    
    (7
    )Prepaid expenses and other assets
    
    
    (104
    )
    
    
    66Accounts payable
    
    
    444
    
    
    
    566Deferred revenue
    
    
    46
    
    
    
    (135
    )Accrued payroll and benefits
    
    
    (47
    )
    
    
    42Accrued liabilities and other
    
    
    165
    
    
    
    (1,049
    )Net
cash used in continuing operating activities
    
    
    (5,106
    )
    
    
    (2,518
    )Cash flows from continuing investing activities:Purchases of investments
    
    
    (11,893
    )
    
    
    (9,905
    )Maturities and sales of investments
    
    
    16,995
    
    
    
    12,570Sale of property and equipment
    
    
    1
    
    
    
    28Additions to property and equipment
    
    
    (132
    )
    
    
    (86
    )Net cash provided by continuing investing activities
    
    
    4,971
    
    
    
    2,607Cash flows from continuing financing activities:Repayments of long-term debt
    
    
    
    
    
    
    (8
    )Payments on capital lease and other
long-term obligations
    
    
    (2
    )
    
    
    (10
    )Proceeds from exercise of stock options
    
    
    2
    
    
    
    21Proceeds from issuance of common stock to
employees through stock plans
    
    
    27
    
    
    
    25Net cash provided by
continuing financing
activities
    
    
    27
    
    
    
    28Net increase (decrease) in cash flows from
continuing operations
    
    
    (108
    )
    
    
    117Net increase (decrease) in cash flows from
discontinued operations
    
    
    (111
    )
    
    
    942Cash and cash equivalents at beginning of
period
    
    
    658
    
    
    
    1,490Cash and cash equivalents at end of period
    
    $
    439
    
    
    $
    2,549
  4




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CATALYTICA ENERGY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS  continued
for the nine-months ended September 30, 2007 and 2006
(In thousands) (Unaudited)
 Nine Months EndedSeptember 30,2007
    
    
    2006Cash flows from discontinued operations:Net cash used in operating activities
    
    $
    (111
    )
    
    $
    (3,006
    )Net cash provided by investing activities
    
    
    
    
    
    
    6,837Net cash used in financing activities
    
    
    
    
    
    
    (2,889
    )Net
increase
(decrease)
in cash
flows from
discontinued
operations
    
    $
    (111
    )
    
    $
    942Additional
disclosure of cash
flow information:Interest paid
    
    $
    1
    
    
    $
    104
  5




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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 Introductory Note.
    th
    6




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Note 1. Description of Business and Significant Accounting Policies
 Description of Business .
    1)
    
    Catalyst regeneration, rejuvenation, cleaning and management services for SCR
systems used by coal-fired power generation facilities to reduce NOx emissions 
Catalyticas SCR Catalyst and Management Services (SCMS) segment; and2)
    
    Designing, developing and manufacturing advanced products based on Catalyticas
proprietary catalyst and fuel processing technologies, primarily focused on cost-effective
solutions for reducing emissions from diesel engine applications  Catalyticas
Catalyst-Based Technology Solutions (CBTS) segment.
 ®
   7




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Unaudited Interim Financial Information.
 Use of Estimates.
 Reclassifications .
 Accounts Receivable.
 Revenues in Excess of Billings.
 8




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Allowance for Doubtful Accounts and Notes .
 Notes
    
    
    AccountsReceivable
    
    
    Receivable
    
    
    TotalBalance at December 31, 2006
    
    $
    500
    
    
    $
    
    
    
    $
    500Change
    
    
    
    
    
    
    
    
    
    
    Balance at September 30, 2007
    
    $
    500
    
    
    $
    
    
    
    $
    500
  Inventory .
 Goodwill and Other Intangible Assets. Business Combinations, Goodwill and Other Intangible Assets.
 Accounting for Impairment or Disposal of Long-Lived Assets.
  Using Cash Flow Information and
Present Value in Accounting Measurements .
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Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    AmountOther Intangible AssetsBalance at December 31, 2006
    
    $
    1,727
    
    
    $
    (489
    )
    
    $
    1,238Amortization expense
    
    
    
    
    
    
    (129
    )
    
    
    (129
    )Balance at September 30,
2007
    
    $
    1,727
    
    
    $
    (618
    )
    
    $
    1,109
 Deferred Revenue.
 Accrued Warranty Liability.
 Accounting for Contingencies
 Revenue Cost Reserve .
 10




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Balance as of December 31, 2006
    
    $
    122Adjustment to provision
    
    
    (16
    )Balance as of September 30, 2007
    
    $
    106
 Revenue Recognition . Revenue
Recognition in Financial Statements,
  Accounting for Multiple Element Revenue
Arrangements.
     11




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Stock Based Compensation .
 Accounting for Stock Issued to Employees, Accounting for Stock-based Compensation.
 Share-Based Payment,
 Income Taxes. Accounting for Income Taxes
 Accounting for
Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109,
  12




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Recent Accounting Standards . Fair Value Measurements,
 The Fair Value Option for
Financial Assets and Financial Liabilities.
 Note 2. Net Income (Loss) per Share (EPS)
 Earnings Per Share.
 Note 3. Stock Based Compensation
 Acceleration of stock option plan vesting
  13




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Cost of Sales
    
    SG&A
    
    TotalThird quarter standard vesting
    
    $
    11
    
    
    $
    127
    
    
    $
    138Third quarter accelerated vesting
    
    
    138
    
    
    
    1,348
    
    
    
    1,486Total third quarter stock
compensation
    
    $
    149
    
    
    $
    1,475
    
    
    $
    1,624
   Accounting Methodology
 Accounting for Stock Issued to
Employees, Accounting for Stock-based
Compensation.
  Stock based compensation plans
  Stock option plan
  14




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Employee stock purchase plan
  Stock based compensation
   For the nine months endedSeptember 30,
    
    September 30,2007
    
    2006Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Expected stock price volatility
    
    
    63.90
    %
    
    
    67.00
    %Risk-free interest rate
    
    
    4.60
    %
    
    
    4.72
    %Expected life of options (in years)
    
    
    4.00
    
    
    
    4.19
 15




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WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    of Shares
    
    
    Price
    
    
    Term (Years)
    
    
    ValueOutstanding at December 31, 2006
    
    
    2,234,563
    
    
    $
    4.08Granted
    
    
    713,700
    
    
    
    1.91Exercised
    
    
    (2,000
    )
    
    
    1.15Forfeited
    
    
    
    
    
    
    Expired
    
    
    (729,388
    )
    
    
    6.01Outstanding at September 30, 2007
    
    
    2,216,875
    
    
    $
    2.74
    
    
    
    7.68
    
    
    $
    79,781Exercisable at September 30, 2007
    
    
    2,216,875
    
    
    $
    2.74
    
    
    
    7.68
    
    
    $
    79,781
   Weighted-AverageGrant-DateNon-vested Shares
    
    Shares
    
    Fair ValueNon-vested shares at December 31, 2006
    
    
    34,375
    
    
    $
    1.50Granted
    
    
    277,069
    
    
    $
    1.80Vested
    
    
    (249,634
    )
    
    $
    1.74Forfeited
    
    
    (61,810
    )
    
    $
    1.84Non-vested shares at September 30, 2007
    
    
    
    
    
    $
    
 Note 4. Commitments and Contingencies .
   16




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Note 5. Comprehensive Income (Loss).
  Three Months Ended,
    
    
    Nine Months Ended,September 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income (loss)
    
    $
    (2,976
    )
    
    $
    680
    
    
    $
    (8,272
    )
    
    $
    (3,936
    )Other comprehensive income (loss):Change in unrealized loss on available-for-sale securities
    
    
    (10
    )
    
    
    34
    
    
    
    6
    
    
    
    44Comprehensive income (loss)
    
    $
    (2,986
    )
    
    $
    714
    
    
    $
    (8,266
    )
    
    $
    (3,892
    )
 17




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Note 6. Segment Disclosures.
 Disclosures about Segments of an Enterprise and Related Information,
   
    
    Catalyst regeneration, rejuvenation, cleaning and management services for SCR systems
used by coal-fired power generating facilities to reduce NOx emissions  Catalyticas SCR
Catalyst and Management Services (SCMS) segment; and
    
    Designing, developing and manufacturing advanced products based on Catalyticas
proprietary catalyst and fuel processing technologies, primarily focused on cost-effective
solutions for reducing emissions from diesel engine applications  Catalyticas
Catalyst-Based Technology Solutions (CBTS) segment.
  Note 7. Sale of Gilbert Facility.
  Note 8. Sale of Xonon Gas Turbine Technology.
 ®
 18




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Note 9. Sale of Diesel Fuel Processing Technology.
    Note 10. Certain Renegy Merger Related Transactions.
      19




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Note 11. Subsequent Event.
  
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 See Introductory Note in the section below titled, Comparison of the three- and nine- month
periods ended September 30, 2007 and 2006 for a discussion of review and reporting perspective,
given the impact of the Contribution and Merger Agreement, as related to Item 2., Managements
Discussion and Analysis or Plan of Operation in this Form 10-QSB .
 This Managements Discussion and Analysis and other parts of this Report on Form 10-QSB
contain forward-looking statements that involve risks and uncertainties. The words anticipates,
believes, expects, intends, 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 update any such forward-looking statements.
 Forward-looking statements in this report may include, but are not limited to statements
regarding:
 
    
    the financial and business effect of the Transaction with the Snowflake entities
    
    our belief that we will continue to incur significant losses and negative cash flow
prior to the commencement of operations of the Snowflake biomass plant
    
    our belief that we are likely to incur losses and negative cash flow after the
operation of the Snowflake biomass plant
    
    our belief that we will generate positive cash flow from the operation of the
Snowflake plant, in the range of $2 million to $3 million during the first full year of
operation
    
    our belief that Catalyticas available cash, cash equivalents and short-term
investments in the amount of $13.3 million as of September 30, 2007, along with the net
proceeds of the November 2007 SCR-Tech sale, in addition to the cash and restricted
cash balances held by the Snowflake entities, will provide sufficient capital to
complete construction of the Snowflake biomass plant and to fund operations as
currently conducted until at least December 31, 2008
    
    completion and construction of the 24 megawatt biomass plant near Snowflake, Arizona
    
    our capital requirements following the consummation of the merger transaction with
the Snowflake entities
    
    our market opportunities and the growth of the market for our product and service
offerings
    
    our competitive advantage in the marketplace
    
    the long-term commercial prospects for the Company
    
    our ability to capitalize on any long-term commercial prospects and maintain
financial viability
    
    the effect of any strategic initiatives that we may decide to take, including any
merger, acquisition or other strategic arrangement
    
    our vision to create multiple renewable projects within a five-year period
    
    our business strategies and plan of operations
    
    the nature and level of competition for our product and service offerings
    
    the ability of our management to adapt to changing circumstances
 20




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
    
    the level, amount and consistency of our revenues
    
    our ability to generate cash and the sufficiency of existing cash and cash
equivalents
    
    our funding requirements and potential sources of funding
    
    predictions as to the amount and nature of anticipated losses and use of our cash and
whether we will achieve profitability
    
    our liquidity and the effect or our actions on our liquidity
    
    the amount and impact of interest income and expense
    
    the level and amount of our expenses
    
    predictions as to when we may incur material income taxes
    
    our belief that we will not incur material adjustments related to unrecognized tax
benefits for the remainder of 2007
    
    the financial effect of the sale of our Gilbert, Arizona facility
    
    the financial effect of the sale of our Xonon Cool Combustion technology and gas
turbine assets to Kawasaki Heavy Industries, Ltd.
    
    the financial effect of the sale of diesel fuel processing technology and assets to
Eaton Corporation
    
    the financial effect of the sale of our SCR-Tech subsidiary to CoaLogix, Inc.
    
    the timing of our adoption of recent accounting standards and the impact of such
standards on our financial statements
    
    critical accounting policies and the effect of such policies on our financial
statements
 Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth in Risks That Could Affect
Our Financial Condition and Results of Operations and elsewhere in this Quarterly Report on Form
10-QSB.
 21




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Overview
          22




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Merger Transaction
       Critical Accounting Policies and Estimates
  23




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Revenue Recognition
 Revenue Recognition in
Financial Statements,
  Accounting for Multiple Element Revenue
Arrangements.
     24




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Allowance for Doubtful Accounts and Notes
  Goodwill and Other Intangible Assets
 Business Combinations, Goodwill and Other Intangible Assets.
 Accounting for Impairment or Disposal of Long-Lived Assets
   Deferred Revenue
  25




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Accrued Warranty Liability
  Accounting for Contingencies
 Stock Based Compensation
  Accounting for Stock Issued to Employees, Accounting for Stock-based Compensation.
 Share-Based Payment,
 Income Taxes
 Accounting for Income Taxes
 26




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Accounting for
Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109,
   Results of Operations
  Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeRevenues
    
    $
    1,600
    
    
    $
    1,368
    
    
    $
    232
    
    
    $
    3,408
    
    
    $
    5,304
    
    
    $
    (1,896
    )Costs and expenses:Cost of revenues
    
    
    1,148
    
    
    
    1,187
    
    
    
    (39
    )
    
    
    3,244
    
    
    
    3,663
    
    
    
    (419
    )Selling, general and administrative
    
    
    3,625
    
    
    
    1,540
    
    
    
    2,085
    
    
    
    9,081
    
    
    
    4,791
    
    
    
    4,290Loss on sale of assets
    
    
    2
    
    
    
    
    
    
    
    2
    
    
    
    2
    
    
    
    21
    
    
    
    (19
    )Total costs and expenses
    
    
    4,775
    
    
    
    2,727
    
    
    
    2,048
    
    
    
    12,327
    
    
    
    8,475
    
    
    
    3,852Operating loss
    
    
    (3,175
    )
    
    
    (1,359
    )
    
    
    (1,816
    )
    
    
    (8,919
    )
    
    
    (3,171
    )
    
    
    (5,748
    )Interest and other income
    
    
    213
    
    
    
    236
    
    
    
    (23
    )
    
    
    708
    
    
    
    760
    
    
    
    (52
    )Interest and other expense
    
    
    
    
    
    
    (11
    )
    
    
    11
    
    
    
    (9
    )
    
    
    (108
    )
    
    
    99Loss from continuing operations
    
    
    (2,962
    )
    
    
    (1,134
    )
    
    
    (1,828
    )
    
    
    (8,220
    )
    
    
    (2,519
    )
    
    
    (5,701
    )Gain (loss) from discontinued
operations
    
    
    (14
    )
    
    
    1,814
    
    
    
    (1,828
    )
    
    
    (52
    )
    
    
    (1,417
    )
    
    
    1,365Net income (loss)
    
    $
    (2,976
    )
    
    $
    680
    
    
    $
    (3,656
    )
    
    $
    (8,272
    )
    
    $
    (3,936
    )
    
    $
    (4,336
    )
 Comparison of the three and nine month periods ended September 30, 2007 and 2006
 Introductory Note .
 27




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Revenues.
    28




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Cost of Revenues.
   Gross Margin .
 29




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Selling, General and Administrative (SG&A) Expenses.
   Interest and Other Income.
  Interest and Other Expense.
 30




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Discontinued Operations.
 Income Taxes.
 Liquidity and Capital Resources
    31




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Nine Months EndedSeptember 30,2007
    
    
    2006Increase (Decrease) in Cash Flows
    
    $
    (219
    )
    
    $
    1,059Decrease in Investments
    
    
    (5,072
    )
    
    
    (2,600
    )Cash Consumption
    
    $
    (5,291
    )
    
    $
    (1,541
    )
      32




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Dividend Policy
  Off-Balance Sheet Arrangements
  Other Commitments
    33




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RISKS THAT COULD AFFECT OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following risk factors could materially and adversely affect our future operating results,
financial condition, the value of our business, and the price of our common stock and also could
cause actual events to differ materially from those predicted in the forward-looking statements we
make about our business. Investors are encouraged to carefully consider the risks described below
before making decisions related to buying, holding or selling our common stock.
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We recently completed the combination of Catalytica Energy Systems with the Snowflake entities and
we have significant integration issues which may adversely affect our operations.
  Both the Snowflake entities and Catalytica have incurred significant losses since inception. We
anticipate incurring significant losses until we are able to commence operations of the Snowflake
plant and we likely will continue to incur losses, which may be significant, even upon operation of
the plant.
   We anticipate incurring significant negative cash flow until the commencement of operations of the
Snowflake plant and we likely will continue to incur negative cash flow even after the commencement
of operations of the Snowflake plant. Such negative cash flow may exceed our remaining funds.
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We will need significant additional capital to pursue our growth strategy. We may not be able to
raise the capital we need on favorable terms, if at all. We may not be able to obtain necessary
capital because of restrictions in our current and future financing arrangements, and in the event
Mr. Worsley is no longer serving as our Chief Executive Officer the Snowflake entities could lose
their existing financing due to requirements of the financing arrangements.
  Robert Worsley is our controlling stockholder and ultimately he will have the power to elect our
entire Board of Directors.
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We are substantially dependent on Robert Worsley for our success.
  We will be required to file one or more registration statements to allow the Worsley Trust to sell
the shares of Renegy common stock and shares of Renegy common stock issuable upon exercise of its
warrants.
  The warrants issued to the Worsley Trust may limit our ability to raise additional capital and may
significantly dilute existing stockholders.
  The use of our net operating loss carryforwards is severely limited because of the change in
control that occurred in the transaction.
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We may not have sufficient management to address our diverse business activities. If we are unable
to attract or retain key personnel, our ability to manage our business could be harmed. We will
have a limited number of management and accounting personnel and we may have difficulty complying
with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.
  Our management has limited experience in certain aspects of our business.
  We may be subject to indemnification claims from Worsley for breaches of representations and
warranties and covenants in the contribution and merger agreement. If such claims were to be
successful, stockholders could suffer a significant further dilution in ownership.
  Our board of directors is divided into three classes of directors and such structure may create
conflicts between the independent Board members and Mr. Worsley.
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Our anticipated rapid growth strategy could strain our resources and cause our business to suffer.
  Many of the risks of our business, including the risk of fire, have only limited insurance coverage
and many of our business risks are uninsurable.
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We have indemnified CoaLogix for certain matters in connection with the sale of SCR-Tech to
CoaLogix; Catalytica has indemnified Kawasaki Heavy Industries and Eaton Corporation for certain
matters in connection with the sale of its gas turbine assets and its diesel technologies and
Catalytica may be subject to other liabilities from its activities prior to these sales.
  We will incur substantial costs as a result of being a public company.
  The market price of our common stock is likely to be highly volatile and may decline.
  
    
    the nature, amounts and trends with respect to our net losses and cash consumption;
    
    the amount of our capital resources and our potential need to seek additional funding;
    
    announcements regarding the construction and operation of the Snowflake plant;
    
    announcements regarding additional renewable energy plants;
    
    conditions or trends in our industry;
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
    
    changes in the market valuations of other companies in our industry;
    
    the effectiveness and commercial viability of our renewable energy plants and products
and services offered by us or our competitors;
    
    announcements by us or our competitors of technological innovations, new products,
significant acquisitions or mergers, strategic partnerships, divestitures, joint ventures or
other strategic initiatives;
    
    changes in environmental regulations;
    
    additions or departures of key personnel;
    
    concentration of ownership in our common stock by Robert Worsley and his affiliates;
    
    our limited number of stockholders; and
    
    our potentially limited trading volume.
   
    
    our ability to successfully start up and operate the Snowflake plant and our ability to
expand our renewable energy business;
    
    market acceptance of renewable energy and the status of government regulation;
    
    cost of energy for renewable energy power as compared to more traditional power sources;
    
    the cost of our raw materials and key components;
    
    the success of potential new competition;
    
    the development of our customer relationships; and
    
    general economic conditions, which can affect our customers capital investments and the
length of our sales cycle.
 If certain business restrictions on Worsley are not enforced or we fail to exercise our rights with
respect to certain of those restrictions, then it could have a material adverse effect on our
business.
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The Snowflake entities have very little operating history from which to evaluate their business and
performance.
   Snowflake may experience biomass power plant development and construction risks and the
construction of the Snowflake biomass power plant may not be completed on time.
  
    
    the inaccuracy of Snowflakes assumptions with respect to timing;
    
    supply interruptions or shortages;
    
    shortages and inconsistent qualities of equipment, material and labor;
    
    failure by key contractors and vendors to timely and properly perform;
    
    permitting and other regulatory issues, license revocation and changes in legal
requirements;
    
    labor disputes and work stoppages;
    
    unforeseen engineering and environmental problems;
    
    unanticipated cost overruns; and
    
    weather interferences, catastrophic events including fires, explosions, earthquakes,
droughts and acts of terrorism.
  Our initial performance will be highly dependent on successfully completing construction and
commissioning of the Snowflake plant by July 1, 2008, and commencing delivery of power to Arizona
Public Service and Salt River Project by July 1, 2008. If we fail to successfully complete the
plant and commence delivery of power by such date, the Snowflake
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entities will be in breach of their power purchase agreements, Arizona Public Service and Salt
River Project will be able to terminate their respective power purchase agreements with the
Snowflake entities and we risk losing our entire investment in the plant.
    Our future financial performance depends on the successful operation of the Snowflake biomass power
plant, which is subject to various operational risks.
  
    
    regular and unexpected maintenance and replacement expenditures;
    
    performance below expected levels of output or efficiency;
    
    shutdowns due to the breakdown or failure of equipment or the equipment of the
transmission-serving utility;
    
    labor disputes and work stoppages;
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
    
    catastrophic events such as fires, explosions, earthquakes, landslides, floods, severe
storms or similar occurrences affecting the biomass power plant or any of the power
purchasers or other third parties providing services to the biomass power plant; and
    
    the inability to procure adequate supplies of fuel at reasonable costs.
  The Snowflake entities inability to procure and maintain fuel supplies that are sufficient for the
operation of the biomass power plant could result in a default under the Snowflake entities
financing agreements. Due to various recent fires in the wood chip fuel storage piles at the
Snowflake plant, the Snowflake entities may not have sufficient fuel stored prior to commencement
of plant operations to meet the requirements of the Snowflake entities financing agreements.
  Snowflakes power purchase agreement with Salt River Project contains an availability requirement
that mandates operation of Snowflakes plant during each year for a period of time that is equal to
approximately 90% of each year.
  The power purchase agreements for the Snowflake plant are long-term contracts and we must avoid
defaults under these agreements in order to service the debt on the Snowflake project and avoid
defaults under other agreements. Our future
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renewable energy projects likely will be subject to long-term power purchase agreements and similar
terms and conditions.
  The power purchase agreements for the Snowflake plant are long-term contracts which provide for a
fixed rate purchase price, with annual increases such that if our fuel and other costs increase
more than anticipated we may not have positive cash flow from the operation of the plant. Our
future renewable energy projects likely will have long-term power purchase agreements with fixed
prices for sale of power and thus likely will subject us to the same risk of unanticipated
increases in fuel and other costs.
  The existence of a prolonged force majeure event affecting the Snowflake biomass power plant could
prohibit the Snowflake entities from performing under their power purchase agreements with their
power purchase customers. The existence of a force majeure event affecting the transmission systems
of the relevant power purchasers could reduce the Snowflake entities future net income and
materially and adversely affect the Snowflake entities business, financial condition, future
results and cash flow.
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The Snowflake plant is being constructed with a significant amount of refurbished used equipment
and parts and this increases the risk that there will be problems in the construction and operation
of the plant.
  If the Snowflake entities default on their credit obligations relating to the Snowflake plant, we
could lose our entire investment in the plant.
  Termination of any construction contract related to the construction of the Snowflake biomass power
plant could constitute an event of default under the Snowflake entities financing agreements.
  Cost overruns incurred in connection with the construction of the Snowflake biomass power plant are
guaranteed by Robert Worsley. Bankruptcy or insolvency of Robert Worsley would constitute an event
of default under the Snowflake entities financing agreements.
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We have agreed to indemnify Robert Worsley for up to $2 million in respect of a personal guaranty
to which he and his spouse are parties relating to project cost overruns for the Snowflake plant.
If the project cost overruns for the Snowflake plant exceed that amount, and Mr. Worsley cannot
satisfy them, then we may be required to pay such cost overruns to preserve our ownership of the
plant.
  We have agreed to indemnify Robert Worsley for any claims arising under his guarantee to Salt River
Project relating to the payment of all sums owed by Snowflake to Salt River Project under its power
purchase agreement with Snowflake and for maintaining a net worth of at least $35 million. If
Snowflake fails to deliver power to Salt River Project resulting in monetary liability to Salt
River Project under the power purchase agreement, we will be required to pay such sums to Salt
River Project. If Robert Worsleys net worth falls below $35 million, we may also become subject to
liability to Salt River Project.
  The Snowflake plant will need to continually obtain wood waste to provide fuel for the plant. The
cost of obtaining this wood waste may significantly increase, or the wood waste may become
unavailable, and this could materially adversely affect the profitability of the plant.
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The Snowflake entities are engaged in wood waste harvesting which exposes them to significant
liability risks.
  The wood fuel stored at the Snowflake plant is subject to significant fire risk which could result
in unanticipated expenses or a default under the wood fuel storage requirements under the financing
arrangements for the Snowflake plant.
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We will be highly dependent on Abitibi Consolidated for the operation of the Snowflake plant. If
Abitibi were to terminate the agreement with us, we would find it extremely difficult or impossible
to replace Abitibis services, and may not be able to operate the Snowflake plant. Abitibi has
announced that it must sell its paper mill to comply with U.S. Justice Department requirements and
it is uncertain who will acquire the paper mill.
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The Snowflake entities will depend on a third party for interconnection facilities to transmit
power.
  The Snowflake entities have limited available capital, and may need additional financing in the
future.
   The Snowflake entities have approximately $53 million in available debt financing, and we
anticipate we will incur additional debt financing in the future in connection with the
construction, development and acquisition of additional renewable energy projects. Such debt
financing dramatically increases our risk profile and any default on such financing likely would
have a material adverse effect on us.
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The Snowflake entities must begin making payments under their financing agreements in April 2008
and they may not be able to make such payments if the Snowflake biomass power plant is not
operational by that time.
   The Snowflake entities did not meet the requirements for cash flow hedge accounting treatment per
SFAS 133 at the time they entered into a swap transaction that converted the interest rate
applicable to their debt arrangement with CoBank from a floating to fixed rate, and as a result the
Snowflake entities are required to record a profit or loss in their financial statements for mark
to market changes in the municipal bond interest rate (BMA index). Thus, in the event of a change
in interest rates the Snowflake entities must record future operating results in a manner that
differs from the likely economic impact of the change in interest rates. This could give the
appearance of an adverse effect on the Snowflake entities future operating results. The financial
markets could interpret such an adverse appearance negatively, and the value of our stock may be
negatively influenced.
  The Snowflake entities have granted security interests in the all of their assets to their lenders
as collateral for financing and have entered into security agreements in connection with their
financing agreements. Also, we, as the owners of the Snowflake entities membership interests, have
pledged all of the Snowflake entities membership interests to the Snowflake entities lenders as
collateral for financing.
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Operation of the Snowflake plant and any future renewable energy facilities involve significant
risks.
   Development, construction and operation of new renewable energy projects may not commence as
scheduled, or at all.
  Our efforts to grow our business will require us to incur significant costs in business
development, often over extended periods of time, with no assurance of success.
  A failure to identify suitable renewable energy acquisition candidates and to complete acquisitions
could have an adverse effect on our business strategy and growth plans.
  We may face increased risk of market influences on our revenues after power purchase agreements
expire.
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Our renewable energy business will depend on performance by third parties under contractual
arrangements.
  Concentration of suppliers and customers may expose us to heightened financial exposure.
      Exposure to fuel supply prices may affect our costs and results of operations for our renewable
energy projects.
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Possible fluctuations in the cost of construction and raw materials may materially and adversely
affect the Snowflake entities business, financial condition, future results and cash flow.
  Compliance with environmental laws could adversely affect our renewable energy business.
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As an eventual producer of electricity, the Snowflake biomass power plant may become subject to
regulations, taxes, and litigation related to greenhouse gas emissions.
  We will be subject to the risk of the nature of and changes in governmental laws, regulations,
policies and actions.
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Failure to obtain or comply with regulatory approvals could adversely affect our operations.
  We will be subject to intense competition in the renewable energy business by competitors with
substantially greater resources and/or more cost-effective technology.
  We have no intellectual property protection in our renewable energy business.
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Changes in technology may have a material adverse effect on our profitability.
  Performance reductions could materially and adversely affect the Snowflake entities.
  
 ITEM 3. 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-QSB. 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 September 30, 2007 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-QSB that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
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PART II  OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 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
   For
    
    Against
    
    Abstain11,806,283
    
    4,194,401
    
    23,831
 
 Item 5. OTHER INFORMATION
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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
    
    (**)
    
    Amended and Restated Certificate of Incorporation of the Registrant.3.2
    
    (3)
    
    Amended and Restated Bylaws of the Registrant.4.1
    
    (**)
    
    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)*
    
    Employment Agreement dated as of May 8, 2007 between the Registrant
and Robert M. Worsley.10.2
    
    (4)*
    
    Amended and Restated Employment Agreement by and between Catalytica
Energy Systems, Inc. and Robert W. Zack, effective as of March 23,
2007.10.3
    
    (4)*
    
    Acknowledgement Letter Agreement by and between Catalytica Energy
Systems, Inc. and Robert W. Zack, dated as of May 8, 2007,
concerning that certain Amended and Restated Employment Agreement
between the parties dated as of March 23, 2007.10.4
    
    (5)
    
    Non-competition Agreement, dated as of May 8, 2007 between the
Registrant and Robert W. Zack.10.5
    
    (5)*
    
    Employment Agreement dated as of May 8, 2007 between the Registrant
and Scott Higginson.10.6
    
    (**)*
    
    Employment Agreement by and between Catalytica Energy Systems, Inc.
and William J. McMahon, effective as of January 1, 2007.10.7
    
    (5)
    
    Assumption Agreement dated as of October 1, 2007.10.8
    
    (5)
    
    Overrun Guaranty dated as of October 1, 2007 between the Registrant
and Robert M. and Christi M. Worsley.10.9
    
    (**)*
    
    2007 Equity Incentive Plan.10.10
    
    (**)*
    
    Form of Stock Option Agreement.10.11
    
    (**)*
    
    Form of Restricted Stock Unit Agreement.10.12
    
    (**)*
    
    Form of Restricted Stock Agreement.10.13
    
    (**)*
    
    Catalytica Energy Systems, Inc. 1995 Stock Plan as amended and
restated as of August 31, 2005.10.14
    
    (**)*
    
    Consulting Agreement between Catalytica Energy Systems, Inc. and
Richard Abdoo, effective as of January 1, 2007.
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ExhibitNumber
    
    Notes
    
    
    Description10.15
    
    (**)*
    
    Form of Indemnification Agreement between the Registrant and
executive officers and directors of Catalytica Energy Systems, Inc.10.16
    
    (**)+
    
    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 August 18, 2006.10.17
    
    (**)
    
    Consent and Agreement, dated
September 1, 2006, by and among Salt River Project Agricultural
Improvement and Power District, CoBank, ACB and Snowflake White
Mountain Power, LLC.10.18
    
    (**)
    
    Personal Guaranty Agreement, dated
August 21, 2006, made by Robert M. Worsley and
Christi M. Worsley in favor of Salt River Project Agricultural
Improvement and Power District.10.19
    
    (**)
    
    Master Power Purchase and Sale Agreement, by and between Snowflake
White Mountain Power, LLC and Arizona Public Service Company, dated
as of September 6, 2005.10.20
    
    (**)+
    
    Amended and Restated Transaction Confirmation, by and between
Snowflake White Mountain Power, LLC and Arizona Public Service
Company, dated as of August 16, 2006.10.21
    
    (**)
    
    Standard Large Generator Interconnection Agreement, by and among
Snowflake White Mountain Power, LLC, Arizona Public Service Company
and Abitibi Consolidated Sales Corporation, dated as of November 1,
2006.10.22
    
    (**)
    
    Service Agreement For Firm
Point-To-Point Transmission Service, dated July 10,
2006, by and between Arizona Public Service
Company and Snowflake White Mountain Power, LLC.10.23
    
    (**)
    
    Consent and Agreement, dated
August 16, 2006, by and between Arizona Public Service Company
and Snowflake White Mountain Power, LLC for the benefit of CoBank,
ACB.10.24
    
    (**)
    
    Credit Agreement, by and among Snowflake White Mountain Power, LLC,
Renegy, LLC, Renegy Trucking, LLC, CoBank, ACB and the Financial
Institutions party thereto, dated as of September 1, 2006.10.25
    
    (**)
    
    First 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 June 27, 2007.10.26
    
    (**)
    
    Second 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 August 30,
2007.10.27
    
    (**)
    
    Third 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 October 1,
200710.28
    
    (**)
    
    Construction Note, issued by Snowflake White Mountain Power, LLC,
Renegy, LLC and Renegy Trucking, LLC in favor of CoBank, ACB, dated
September 8, 2006.10.29
    
    (**)
    
    Renegy Term Note, issued by Snowflake White Mountain Power, LLC,
Renegy, LLC and Renegy Trucking, LLC in favor of CoBank, ACB, dated
September 8, 2006.10.30
    
    (**)
    
    Revolving Note, issued by Snowflake White Mountain Power, LLC,
Renegy, LLC and Renegy Trucking, LLC in favor of CoBank, ACB, dated
September 8, 2006.10.31
    
    (**)
    
    Letter of Credit Note, issued by Snowflake White Mountain Power,
LLC, Renegy, LLC and Renegy Trucking, LLC in favor of CoBank, ACB.10.32
    
    (**)
    
    Security Agreement, by and among Snowflake White Mountain Power,
LLC, Renegy, LLC, Renegy Trucking, LLC, CoBank, ACB as Collateral
Agent, dated as of September 1, 2006.10.33
    
    (**)
    
    Pledge Agreement, by and among the Registrant, Snowflake White
Mountain Power, LLC, Renegy, LLC, Renegy Trucking, LLC and CoBank,
ACB, dated as of October 1, 2007.10.34
    
    (**)
    
    Bond Pledge Agreement, by and among Snowflake White Mountain Power,
LLC and CoBank, ACB, dated as of September 1, 2006.10.35
    
    (**)
    
    Sponsor Guaranty, by and among Robert Worsley, Christi Worsley and
CoBank, ACB, dated as of September 1, 2006.10.36
    
    (**)
    
    International Swaps and Derivatives Association, Inc. 2002 Master
Agreement, by and between Snowflake White Mountain Power, LLC and
CoBank, ACB, dated as of September 1, 2006.10.37
    
    (**)
    
    Loan Agreement dated September 1, 2006 between Industrial
Development Authority of the City of Show Low, AZ and Snowflake
White Mountain Power, LLC.
 60




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##### Table of Contents



ExhibitNumber
    
    Notes
    
    
    Description10.38
    
    (**)
    
    Indenture of Trust dated September 1, 2006 between The Industrial
Development Authority of the City of Show Low, Arizona and J.P.
Morgan Trust Company, N.A.10.39
    
    (**)
    
    Tax Exemption Certificate and Agreement, by and among Snowflake
White Mountain Power, LLC, The Industrial Development Authority of
the City of Show Low, Arizona and J.P. Morgan Trust Company, N.A.,
dated as of September 8, 2006.10.40
    
    (**)
    
    Bond Purchase Agreement, by and among Snowflake White Mountain
Power, LLC, The Industrial Development Authority of the City of
Show Low, Arizona and Thornton Farish, Inc., dated as of September
7, 2006.10.41
    
    (**)
    
    Remarketing Agreement, by and between Snowflake White Mountain
Power, LLC and Thornton Farish, Inc., dated as of September 1,
2006.10.42
    
    (**)
    
    Ground Lease Agreement, by and between Snowflake White Mountain
Power, LLC and Abitibi-Consolidated Sales Corp., dated as of
September 14, 2005.10.43
    
    (**)
    
    Consent and Agreement, by and among Snowflake White Mountain Power,
LLC, Abitibi-Consolidated Sales Corp. and CoBank, ACB, dated as of
September 1, 2006.10.44
    
    (**)
    
    Amendment No. 2 to Lease Agreement, by and between Snowflake White
Mountain Power, LLC and Abitibi-Consolidated Sales Corp., dated as
of August 2, 2007.10.45
    
    (**)
    
    Amendment No. 3 to Lease Agreement, by and between Snowflake White
Mountain Power, LLC and Abitibi-Consolidated Sales Corp., dated as
of August 23, 2007.10.46
    
    (**)
    
    Agreement, by and between Renegy, LLC and Long Beach Shavings Co.,
Inc., dated as of March 30, 2007.10.47
    
    (**)
    
    Lease between Catalytica Energy Systems, Inc. and Warner
Courtyards, LLC, effective August 29, 200610.48
    
    (**)
    
    Lease Extension Agreement between Catalytica Energy Systems, Inc.
and Warner Courtyards, LLC, dated June 18, 2007.10.49
    
    (**)
    
    Lease between Catalytica Energy Systems, Inc. and Warner
Courtyards, LLC, effective October 15, 2007.10.50
    
    (**)
    
    Asset Purchase Agreement dated June 30, 2006 between Catalytica
Energy Systems, Inc., Kawasaki Heavy Industries, Ltd. and Kawasaki
Gas Turbines-Americas.10.51
    
    (**)
    
    License Agreement dated September 29, 2006 between Catalytica
Energy Systems, Inc. and Kawasaki Heavy Industries, Ltd.10.52
    
    (**)
    
    Asset Purchase Agreement dated October 25, 2006 between Catalytica
Energy Systems, Inc. and Eaton Corporation.10.53
    
    (**)
    
    Lease Agreement dated December 16, 2002 between Clariant
Corporation and SCR-Tech, LLC, dated December 16, 2002, and First
Amendment to Lease Agreement between Clariant Corporation and
SCR-Tech, LLC, dated February 18, 2004.10.54
    
    (**)
    
    Second Amendment to Lease Agreement between Clariant Corporation
and SCR-Tech, LLC, effective as of December 29, 2006.10.55
    
    (6)
    
    Stock Purchase Agreement by and between Catalytica Energy Systems,
Inc., Acorn Factor, Inc., CoaLogix Inc., and with respect to
Article 11 only, the Registrant, dated as of November 7, 2007.14.1
    
    (**)
    
    Code of Ethics.21.1
    
    (**)
    
    Subsidiaries of Registrant.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.
 61




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##### Table of Contents



ExhibitNumber
    
    Notes
    
    
    Description32.1
    
    (**)
    
    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 to Registrants Registration
Statement on Form S-4 (file No. 333-144110) filed on June 28, 2007.(6)
    
    Incorporated by reference to exhibits filed with our Form 8-K, filed
on November 14, 2007. 62




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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) 63