UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended: September 30, 2001
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Commission file Number: 0-24989
AMERICAS POWER PARTNERS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 05-0499526
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(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation)
710 North York Road, Hinsdale, IL 60521
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(Address of Principal Executive Offices) (Zip code)
(630) 325-9111
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(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [ ] NO [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date: Common Stock, no par value -
7,138,100 shares as of September 30, 2001.
Transitional Small Business Disclosure Format: YES [ ] NO [X]
PART I - FINANCIAL INFORMATION
Disclosure Regarding Forward-Looking Statements
This Quarterly Report on Form 10-QSB includes historical information as well as
statements regarding the Company's future expectations which may constitute
"forwarding-looking statements" within the meaning of the Securities Act of 1933
and the Securities Act of 1934, as amended Important factors that could cause
actual results to differ materially from those discussed in forward-looking
statements include: supply/demand for products, competitive pricing pressures,
availability of capital on acceptable terms, continuing relationships with
strategic partners, dependence on key personnel, changes in industry laws and
regulations, competitive technology, and failure to achieve cost reduction
targets or complete construction projects on schedule. The Company believes in
good faith that the forward-looking statements in this Quarterly Report have a
reasonable basis, including without limitation, management's examination of
historical operating trends, data contained in records and other data available
from third parties, but such forward-looking statements are not guarantees of
future performance and actual results may differ materially from any results
expressed or implied by such forward-looking statements.
ITEM 1 - FINANCIAL STATEMENTS
AMERICAS POWER PARTNERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30, 2001
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 244,611
Accounts receivable:
Trade 497,437
Retainer held by bank - Note B 271,602
Current portion of net investment in leases 149,373
Inventory - fuel oil 95,273
Prepaid expenses and deferred contract costs 89,677
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TOTAL CURRENT ASSETS 1,347,973
EQUIPMENT AND FIXTURES
Computer equipment 119,388
Office equipment 33,498
Equipment leased to clients 996,062
Client construction projects in process 1,715,486
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2,864,435
Less accumulated depreciation (104,506)
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TOTAL EQUIPMENT AND FIXTURES 2,759,929
OTHER ASSETS
Net investment in leases, less current portion 536,166
Deposits and fees 46,106
Deferred rent 149,393
Deferred contract costs, net of accumulated
amortization of $251,075 111,194
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TOTAL OTHER ASSETS 842,859
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TOTAL ASSETS $ 4,950,762
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See accompanying Notes to Condensed Consolidated Financial Statements.
AMERICAS POWER PARTNERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30, 2001
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 708,390
Due to related party in connection with client contracts 1,503,934
Accrued expenses:
To related party 216,000
Other 12,249
Notes payable - Note B:
To bank in connection with client construction 1,358,013
To related party 625,500
Current maturities of long-term debt 137,294
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TOTAL CURRENT LIABILITIES 4,561,380
LONG-TERM DEBT - net of current maturities
10.5 % note payable to bank, due May 2005- Note B 377,233
Capital leases 15,857
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TOTAL LIABILITIES 4,954,470
MINORITY INTEREST 292,895
STOCKHOLDERS' DEFICIT
Convertible Preferred Stock, no par value,
10,000,000 shares authorized;
Series A: authorized - 2,725,000 shares;
Issued and outstanding - 2,709,519 shares 3,952,250
Series B: authorized - 3,000,000 shares;
Issued and outstanding - 3,000,000 shares 704,763
Common Stock, no par value,
Authorized - 40,000,000 shares;
Shares issued and outstanding - 7,138,100 Shares 1,983,249
Retained earnings deficit (6,936,866)
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TOTAL STOCKHOLDERS' DEFICIT (296,603)
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TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 4,950,762
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See accompanying Notes to Condensed Consolidated Financial Statements.
AMERICAS POWER PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended September 30
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2001 2000
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Contract revenues $ 188,115 $ 99,178
Cost of client services 82,431 94,794
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Gross profit 105,684 4,384
Costs and expenses:
Payroll and employee benefits 177,646 284,514
Management and consulting fees -- 106,092
Write-off project contract costs -- 104,205
Financing expense 45,000 --
Other professional fees 2,117 79,897
General and administrative 146,539 172,458
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Total expenses 371,302 747,166
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LOSS FROM OPERATIONS (265,618) (742,782)
Interest income 11,212 17,841
Interest expense (37,198) (7,641)
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Total other expense, net (25,986) 10,200
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LOSS BEFORE MINORITY INTEREST (291,604) (732,582)
Minority interest in earnings of
limited liability corporation (35,326) (3,081)
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NET LOSS $ (326,930) $ (735,663)
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Net loss per share - basic and diluted - Note E $ (0.05) $ (0.09)
Weighted average number of common
shares outstanding - basic and diluted 7,138,100 8,060,578
See accompanying Notes to Condensed Consolidated Financial Statements.
AMERICAS POWER PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended September 30
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2001 2000
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Cash Flows from Operating Activities:
Net loss $ (326,930) $ (735,663)
Adjustments to reconcile net loss to
net cash used in operating activities:
Provision for depreciation and amortization 34,321 111,148
Minority interest 35,326 3,081
Common Stock issued for services -- 37,500
Change in accounts receivable 78,009 (21,843)
Change in prepaid expenses and deferred contract costs 16,165 (4,870)
Change in accounts payable (132,493) 245,175
Change in accrued expenses (62,039) (3,432)
Change in deferred income (21,946) (29,541)
Change in deferred compensation -- 45,644
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Total adjustments (52,658) 382,862
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Net cash used in operating activities (379,588) (352,801)
Cash Flow from Investing Activities:
Purchase of client construction projects in progress (125,344) (776,796)
Purchase of equipment underlying lease agreements -- (488,600)
Payments from lessees regarding finance lease receivables 56,676 71,459
Payment of deferred contract costs (42,994) (90,582)
Net advances to related parties -- (253,518)
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Net cash used in investing activities (111,662) (1,538,037)
Cash Flow from Financing Activities:
Proceeds from notes payable to banks, net of fees 106,661 600,000
Proceeds from notes payable to related party 388,000 --
Payments on note payable to bank (27,057) (8,113)
Payments on capital leases (4,948) (2,109)
Payments on insurance financing (3,481) --
Minority interest investment in limited liability company -- 387,746
Proceeds from issuance of Common Stock -- 2,000,000
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Net cash provided by financing activities 459,175 2,977,524
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Net (Decrease) Increase in Cash and Cash Equivalents (32,076) 1,086,686
Cash and cash equivalents at beginning of period 276,687 951,509
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 244,611 $ 2,038,195
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SUPPLEMENTAL DISCLOSURES
Interest paid (net of amount capitalized) $ 27,429 $ 6,142
Accrual for client construction projects in process 875,227 --
See accompanying Notes to Condensed Consolidated Financial Statements.
AMERICAS POWER PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of the Business and Development Stage Activities
The Company was in the development stage since its inception on January 27,
1998. During the third quarter of the fiscal year ended June 30, 2000, the
Company emerged from its development stage with the signing of two client
contracts, billings under these contracts and the raising of additional capital
through a private placement Preferred Stock offering.
The Company was formed to develop, optimize, own and operate power plant systems
(steam, electric, compressed air, water, waste water and condensate return) for
industrial, commercial and institutional clients. The Company has formed
strategic alliances with several recognized energy companies in the areas of
power plant optimization, operations and maintenance, fuel supply and electric
power marketing. The Company's strategic partners bring key skill sets to the
development process and have provided the Company with project opportunities
from their established customer bases. The Company generates revenue primarily
from fees produced from structuring and financing these energy projects. All of
the Company's customers are in the United States.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, APP
Optimization I, LLC (a single member limited liability corporation), and its
50%-owned limited liability corporation, Armstrong-Americas I, LLC ("AA I,
LLC"), which were both incorporated early in fiscal 2001. AA I, LLC was formed
for the purpose of holding the Company's interests in certain of the projects
relating to its largest client. The other 50% member of this LLC is the investor
in the Company's Preferred Stock. The AA I, LLC limited liability corporation
agreement provides that the Company has management control over the operations
of the LLC. All material intercompany accounts and transactions are eliminated.
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to SEC rules and regulations;
nevertheless, the Company believes that the disclosures are adequate to make the
information presented not misleading.
AMERICAS POWER PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The interim financial information presented in the accompanying consolidated
financial statements reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management, necessary to
present the consolidated financial position of the Company as of September 30,
2001 and the results of its operations and cash flows for the period of three
months then ended. Results shown for interim periods are not necessarily
indicative of the results for a full fiscal year. The interim consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-KSB for the fiscal year ended June 30, 2001.
Revenue Recognition
The Company evaluates the terms of the energy services agreements (ESA) and
operation and maintenance agreements (O&M) which it executes with clients to
determine the applicable accounting treatment on an individual basis. To the
extent that ESA's provide for fixed minimum payments and terms that qualify as a
capital lease as defined in Statement of Financial Accounting Standards No. 13,
"Accounting for Leases", the net investment in the contract is recorded on the
balance sheet and unearned income is amortized over the term of the agreement
using the interest method. Revenue from ESA's that qualify as operating leases
under SFAS No. 13 is recorded on a straight-line basis over the term of the
contract. O&M revenue also is recognized on a straight-line basis, which
coincides with the monthly payments to vendors that provide the operations and
maintenance service. Revenue from sale of commodities that the Company maintains
as inventories is recognized as the products are delivered. The Company grants
credit to all of its customers.
Per Share of Common Stock
Income (loss) per common share is computed by dividing net income (loss) by the
weighted-average number of common shares outstanding during the period. When
dilutive, stock options, warrants and convertible Preferred Stock are included
as share equivalents using the treasury stock method in the calculation of
diluted earnings per share. For the periods ended September 30, 2001 and 2000,
the diluted loss per share computation was antidilutive; therefore, the amount
reported for basic and diluted loss per share is the same.
AMERICAS POWER PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
NOTE B - NOTES PAYABLE
On August 9, 2000, the Company obtained a loan in the amount of $606,000 from a
bank to finance an optimization project. The note is payable in 57 monthly
installments of $13,593, including interest at a rate of 10.5% per annum.
AA I, LLC, the Company's 50%-owned limited liability corporation, has signed
five interim promissory notes with a bank, totaling $1,358,013, which provide
for the eventual sale to the bank of the equipment previously purchased from a
client, along with certain improvements being made to the facilities. The notes
provide for monthly interest payments computed at the bank's prime rate and
matured on September 30, 2001; however, the Company and the bank currently are
negotiating to extend the term of the agreement. AA I, LLC has received 80% of
the value of the notes and will continue to finance with similar obligations a
total of approximately $3.8 million in planned improvements as they are
installed at the client facility. Upon completion of the project, AA I, LLC will
lease the energy generation facility from the bank under a master lease
arrangement. The investor in the Company's Preferred Stock has guaranteed the
interim financing, AAI, LLC's subsequent lease payments after the sale-leaseback
transaction is closed, and other performance criteria.
The Company has borrowed $625,500 for working capital purposes from a company
that is the investor in the Company's Preferred Stock. The loans are evidenced
by notes that matured on October 15, 2001 (subsequently extended to December 15,
2001) and bear interest at prime plus 2%.
NOTE C - CUSTOMER CONCENTRATION
On September 4, 2001, the Company signed a second contract with a food
processing corporation to purchase the energy generation assets of another of
the client's divisions and, in turn, provide the division's full requirement
energy services for the next twenty-five years at estimated annual billings of
$2,700,000. It is expected that the Company's 50%-owned limited liability
corporation will begin recognizing revenue from this contract in the second
quarter of fiscal 2002.
AMERICAS POWER PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
NOTE D - LIQUIDITY
Since its inception, the Company has incurred a net loss of $6,936,866 and, at
September 30, 2001, it had a working capital deficiency of $3,213,407. In light
of current results of operations and cash flow, the Company recently has relied
on advances from and Preferred Stock issued to a related party firm to finance
its operations and sales development activities. In addition, client projects
are anticipated to require substantial capital investment and additional
third-party financing. The Company has retained a financial advisor and
presently is seeking to raise $12 million in private equity from one or more
institutional investors. Management believes proceeds from the equity offering
would provide the Company's capital requirements to develop various client
projects and meet its working capital requirements.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. While the Company is
expending its best efforts to consummate the above equity offering, there can be
no assurance that it will be successful in this regard. The aforementioned
losses and deficit raise substantial doubt about the Company's ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
NOTE E - PER SHARE RESTATEMENT
The basic and diluted net loss per share for the period of three months ended
September 30, 2000 has been restated to exclude the antidilutive common stock
equivalents previously included in the calculation. The net effect of this
restatement increased the previously reported net loss per share for the period
ended September 30, 2000 by $0.02.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the historical
financial information and the notes thereto included in Item 1 of this Quarterly
Report.
The Company signed its first two contracts for the monetization and optimization
of steam generation facilities during the third quarter of fiscal 2000. Three
additional contracts were signed in the quarter ended September 30, 2000, with
two of these resulting in revenues and costs recorded in that quarter. The third
contract, signed between the Company's majority controlled limited liability
corporation and a food processing company, was effective starting in the second
quarter of fiscal 2001 but accounted for approximately 57% of revenues for the
first quarter of fiscal 2002 (the period of three months ended September 30,
2001).
During the period of three months ended September 30, 2001, the Company incurred
a net loss of $326,930, compared to a net loss of $735,663 for the corresponding
prior year period. In the three-month fiscal 2002 period, the Company was able
to achieve the following reduction of expenses compared to amounts recorded
during the corresponding period during fiscal 2001.
Payroll and employee benefits: Payroll and benefit expense for the period of
three months ended September, 2001 decreased $106,900 compared to the
corresponding period of the prior fiscal year, principally as a result of the
decrease of the number of employees (five versus eight) and the elimination of a
provision for a former officer's deferred compensation.
Management and consulting fees: Management and consulting fees decreased
approximately $106,000 for the three months ended September 30, 2001 compared to
the prior year first quarter as a result of the cancellation, effective June 30,
2001, of a contract with a venture capital/management consulting firm and the
voluntary termination, effective November 2000, of related party independent
contractor agreements.
Write-off project contract costs: During the period of three months ended
September 30, 2000, management concluded that several client projects were no
longer economically feasible or did not justify further investment of resources.
Accordingly, approximately $104,200 of previously deferred development costs
relating to these projects was written-off. A similar review of the deferred
development costs recorded as of September 30, 2001 determined that the stated
amounts had continuing value to the Company.
Financing expense: In April 2001, the Company entered into an agreement with an
investment banking firm to raise $12 million of additional equity through the
sale of stock or other securities, the proceeds of which are to be used as
working capital for ongoing operations and to fund future client projects. The
firm was paid a retainer of $15,000 per month through September 2001.
Other professional fees: Professional fees decreased approximately $77,800
during the current three-month period compared to the corresponding prior year
period as a result of the decrease in legal expense and the elimination of
public relation activities in the first quarter of fiscal 2002.
General and administrative: General and administrative expenses for the three
month period ended September 30, 2001 decreased approximately $25,900 from the
corresponding prior year period with the reduction and/or elimination of
expenditures relating to personnel travel and office expense, rental of office
facilities, and depreciation of Company-owned equipment sold at the end of the
prior fiscal year.
Interest Income: Interest income decreased approximately $6,600 in the
three-month period ended September 30, 2001 over the corresponding prior year
period as a result of the lower cash balances available in the current fiscal
quarter. In September 2000, the Company received the proceeds from both the sale
of $2 million in Common Stock and the outside investment made in the Company's
majority controlled 50%-owned limited liability company.
Interest Expense: Interest expense for the three month fiscal 2002 period
increased approximately $29,600 as a result of the interim bank loans, totaling
approximately $1,358,000 at September 30, 2001 and used to finance construction
of improvements to client facilities, plus a full quarter of interest on a bank
note signed in September 2000 (see Note B of Notes to Condensed Consolidated
Financial Statements).
Liquidity and Capital Resources
Cash balances at September 30, 2001 decreased $32,076 from the prior fiscal
year-end. The Company's working capital deficiency increased to $3,213,407 at
September 30, 2001, compared to a deficiency of $1,944,751 at June 30, 2001,
principally as a result of $875,000 of additional payables associated with the
construction of client projects and $388,000 of additional advances on notes
from a related party to finance current operations.
The Company has signed a bank note, in the amount of $606,000, relating to the
financing of a client project. In addition, the Company's 50%-owned limited
liability company has a commitment from a bank to sell and leaseback steam
generation and air compression facilities previously purchased from a customer
and improvements being installed thereto, totaling $2,730,712. During the period
of construction, the improvements are being financed under an interim financing
agreement with the bank, which provides for interest-bearing notes to be
executed in support of each construction installment disbursement. The notes
matured on September 30, 2001. The bank is reviewing the Company's request to
increase the line to $3.8 million and extend the notes for six months. Upon
completion of the project, the LLC will lease the energy generation facility
from the bank under a master lease arrangement. Armstrong
International, Inc. ("Armstrong"), the investor in the Company's Preferred Stock
and strategic business partner, has guaranteed the interim financing, the LLC's
subsequent lease payments after the sale-leaseback transaction is closed, and
other performance criteria. . In addition, the 50%-owned limited liability
company has a $500,000 line of credit with a bank at September 30, 2001, which
use is restricted to paying client utility invoices and is secured by the
receivables related to those billings and a guarantee from Armstrong.
The Company has experienced severe liquidity difficulties during the latter part
of the year ended June 30, 2001, through the period of three months ended
September 30, 2001, and subsequently. As described above, expenses have been
reduced where possible. The Company has entered into an agreement with Sanders
Morris Harris, Inc., an investment banking firm, to raise $12 million of
additional equity through the sale of stock or other securities, the proceeds of
which are to be used as working capital for ongoing operations and to fund
future client projects. In the interim, Armstrong has agreed to support the
Company's efforts to obtain short-term working capital to meet its essential
business requirements on a short-term basis, and has advanced the Company
$625,500 as of September 30, 2001 under an interest-bearing note arrangement.
These notes matured on October 15 2001, and the maturity date has been extended
to December 15, 2001. Although management believes that Armstrong will continue
to provide financing to permit the Company to satisfy its current financial
obligations, Armstrong has no contractual or other legal obligation to provide
financing to the Company. If Armstrong were to discontinue providing financing
to the Company, it would have a material adverse effect on the Company's
financial condition and could result in the inability of the Company to continue
its business.
Management believes that, in order to attract and finance additional projects,
which may include the acquisition of client energy facilities, significant
amounts of new debt facilities and/or capital will be needed. In addition,
working capital financing will be needed to facilitate the Company's utility
invoice processing service for current and future clients. The Company cannot be
certain that it will be successful in efforts to raise such new funds.
Recent Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which requires companies to recognize all
derivatives as assets and liabilities measured at their fair value. The
accounting for changes in the fair value of a derivative depends on the intended
use of the derivative and whether it qualifies for hedge accounting. The
Company's adoption of this statement, as amended by SFAS No. 138, did not have
an effect on the financial statements.
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which is effective for years beginning after December 15, 2001. Under
the new
pronouncement, other intangibles will continue to be amortized over their
respective useful lives. The Company has adopted early SFAS No. 142, which did
not have an effect on the financial statements.
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
Neither the Registrant nor any of its affiliates are a party, nor is any of
their property subject, to material pending legal proceedings or material
proceedings known to be contemplated by governmental authorities.
ITEM 2. Changes in Securities
During the period of three months ended September 30, 2001, there were no
changes in the Company's outstanding securities.
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits:
None
b. Reports on Form 8-K:
Form 8-K dated July 12, 2001 regarding certain management
changes and authorization to issue of 3,000,000 shares of
convertible Preferred Stock to Armstrong International Inc. in
return for financing and other services that are being
provided to the Company.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAS POWER PARTNERS, INC.
/s/ Mark A. Margason
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November 14, 2001 Mark A. Margason
Chief Executive Officer
/s/ Tom F. Perles
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November 14, 2001 Tom F. Perles
Chief Accounting Officer