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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended: March 31, 2003
Commission file Number: 0-24989
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AMERICAS POWER PARTNERS, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado 36-4288975
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(State or Other Jurisdiction (I.R.S. Employer Identification
of Incorporation) Number)
710 North York Road, Hinsdale, IL 60521
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(Address of Principal Executive Offices) (Zip code)
(630) 325-9101
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(Registrant's Telephone Number, Including Area Code)
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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 [X] NO [_]
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 March 31, 2003.
Transitional Small Business Disclosure Format:
YES [_] NO [X]
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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 I FINANCIAL STATEMENTS
AMERICAS POWER PARTNERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
March 31, 2003
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 462,802
Accounts receivable:
Trade 1,444,723
Retainer held by bank 80,826
Current portion of net investment in finance
leases 192,898
Other receivables 112,077
Inventory 38,320
Prepaid expenses and other current assets 93,796
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TOTAL CURRENT ASSETS 2,425,442
FIXED ASSETS
Leased equipment 4,492,765
Office equipment and leasehold improvements 96,625
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4,589,390
Accumulated depreciation (288,412)
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TOTAL FIXED ASSETS 4,300,978
OTHER ASSETS
Construction in process 3,793
Net investment in finance leases
less current portion 3,208,589
Deposits and deferred costs net of amortization 764,642
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TOTAL OTHER ASSETS 3,977,024
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TOTAL ASSETS $ 10,703,444
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See accompanying Notes to Consolidated Financial Statements.
AMERICAS POWER PARTNERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
March 31, 2003
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,573,677
Due to related parties 2,765,475
Accrued expenses:
Related party 98,369
Other 25,730
Notes payable:
Interim construction loan 988,542
Related party 810,500
Current maturities of long-term debt
and capital leases 585,053
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TOTAL CURRENT LIABILITIES 6,847,346
LONG-TERM OBLIGATIONS
Debt 172,765
Capital lease 4,600,621
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TOTAL LONG-TERM OBLIGATIONS 4,773,386
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TOTAL LIABILITIES 11,620,732
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MINORITY INTEREST 417,586
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STOCKHOLDERS' (DEFICIT) EQUITY
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;
Issued and outstanding - 7,138,100 shares 1,983,249
Accumulated deficit (7,975,136)
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TOTAL STOCKHOLDERS' (DEFICIT) EQUITY (1,334,874)
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TOTAL LIABILITIES AND
STOCKHOLDERS' (DEFICIT) EQUITY $ 10,703,444
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See accompanying Notes to Consolidated Financial Statements.
AMERICAS POWER PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Nine Months Ended March 31, Three Months Ended March 31,
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2003 2002 2003 2002
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Revenues provided by services $ 9,973,386 $ 3,819,667 $ 3,770,222 $ 1,346,430
Costs of services 8,875,921 3,317,566 $ 3,338,973 1,155,495
------------ ------------ ------------ ------------
Gross Profit 1,097,465 502,101 431,249 190,935
Costs and Expenses:
Payroll and employee benefits 476,396 497,712 $ 141,500 172,808
General and administrative 207,909 329,111 $ 116,214 63,781
Depreciation and amortization expense 227,507 143,007 $ 82,709 53,682
------------ ------------ ------------ ------------
Total Expenses 911,812 969,830 340,423 290,271
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PROFIT (LOSS) FROM OPERATIONS 185,653 (467,729) 90,826 (99,336)
Other items:
(Loss) on disposition of assets and other (39,954) -- (17,591) --
Interest income 24,332 33,898 7,265 8,459
Interest (expense) (328,319) (144,132) (102,432) (52,352)
------------ ------------ ------------ ------------
TOTAL OTHER (EXPENSE) (343,941) (110,234) (112,758) (43,893)
------------ ------------ ------------ ------------
LOSS BEFORE MINORITY INTEREST (158,288) (577,963) (21,932) (143,229)
Less minority shareholder's interest in earnings
of limited liability corporation 254,774 104,670 $ 110,524 42,401
------------ ------------ ------------ ------------
NET (LOSS) ($ 413,062) ($ 682,633) ($ 132,456) ($ 185,630)
============ ============ ============ ============
Net loss per share - basic and diluted ($ 0.06) ($ 0.10) ($ 0.02) ($ 0.03)
Weighted average number of common
shares outstanding 7,138,100 7,138,100 7,138,100 7,138,100
See accompanying Notes to Consolidated Financial Statements.
AMERICAS POWER PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended March 31,
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2003 2002
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Cash flow from operating activities:
Net loss $ (413,062) $ (682,633)
Adjustments to reconcile net loss
to net cash used in operations:
Provision for depreciation and amortization 166,640 156,664
Amortization of unearned income (466,662) --
Loss on disposition of equipment 39,954 --
Minority interest's profit 254,774 104,670
(Increase) in accounts receivable (191,871) (159,400)
(Increase) in other receivables (119,235) --
(Increase) in prepaid expenses and deferred
items (152,099) (45,022)
Increase in accounts payable 365,276 34,489
Increase in accounts payable to related
party 84,596 --
Increase (decrease) in accrued expenses 27,164 (95,903)
Other, net (31,158) --
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Total adjustments (22,621) (4,502)
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Net cash used in operations (435,683) (687,135)
Cash flow from investing activities:
Purchase of fixed assets -- (1,964,450)
Payments from lessees under finance leases 616,272 58,387
Deposit on new plant purchase (250,000) --
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Net cash generated (used) in investing
activities 366,272 (1,906,063)
Cash flow from financing activities:
Proceeds from bank financings 1,548,601 2,408,190
Repayment of debt obligations (316,159) (112,902)
Proceeds of notes payable to related party -- 699,129
Repayment of debt principal to related party (150,000) --
Repayment of interim construction debt to
related party (997,405) (126,129)
Distribution to minority shareholder (250,000) (75,000)
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Net cash (used) and generated from
financing activities (164,963) 2,793,288
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Net (decrease) increase in cash (234,374) 200,090
Cash at beginning of period 697,176 276,687
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Cash at end of period $ 462,802 $ 476,777
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SUPPLEMENTAL DISCLOSURE:
During the nine months ended March 31, 2003, a related party advanced
$1,952,539 for the purchase of fixed assets.
During the nine months ended March 31, 2003 and 2002, the Company paid
interest of $314,850 and $168,297, respectively.
See accompanying Notes to Consolidated Financial Statements
AMERICAS POWER PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of the Business
Americas Power Partners, Inc. (the "Company") was incorporated in April 1998
with a charter to provide on-site utilities for industrial, commercial and
institutional customers. The Company intends to become a leading independent
power producer engaged in the business of developing, acquiring, owning and
managing the operation of energy systems, including existing facilities and
cogeneration plants which produce electricity and thermal energy for sale under
long-term contracts. These contracted projects, each anticipated to range from
approximately 5 MW to 100 MW, may be dedicated to selling all of the electrical
and thermal output to a single end-user, selling all of the output to one or
more wholesale marketing organizations, or a combination thereof. The Company
seeks long-term all-requirements contracts generally in the range of 12 to 25
years for energy and utility services.
The Company employs and partners with on-site utility specialists whose skills
include design, operation and financing of combined heat and power generation,
waste heat recovery, thermal and electrically based cooling/refrigeration,
steam, electric, chilled water distribution, energy storage, measurement,
automation, process water treatment, wastewater treatment and pollution control.
The Company is pursuing strategic alliances with recognized companies in the
areas of power plant optimization, operations and maintenance, fuel supply and
electric power marketing. The Company's strategic partners would bring key skill
sets to the development process and would provide the Company with project
opportunities from their established customer bases.
The Company generates revenue 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 and
its 50%-owned limited liability corporation, Armstrong-Americas I, LLC (the
"LLC"). The LLC owns the Company's interests in assets relating to power plant
system projects in place or in progress for the Company's largest customer. The
other member of the LLC is Armstrong Service Inc. ("ASI"), a wholly owned
subsidiary of Armstrong International ("Armstrong"), an investor in the
Company's Preferred Stock. The 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 in consolidation.
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.
The interim financial information presented in the accompanying consolidated
financial statements reflects all adjustments which are, in the opinion of
management, necessary to present the consolidated financial position of the
Company as of March 31, 2003 and the results of its operations and cash flows
for the nine months then ended. Results shown for interim periods are not
necessarily indicative of the results for a full fiscal year. These 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 of Form 10-KSB for the fiscal year ended June 30, 2002.
Change in Accounting Treatment
Beginning in April 2002, the Company began to account for certain billings for
operations and maintenance costs and utilities costs differently than it had
prior to that time. The Company has elected to reclassify those billings to its
customers as revenue and to expense costs incurred for those services as costs
of services. Prior to April 2002, it had been the Company's policy to net these
revenues and costs with the resultant amount, if any, included as revenue or
expense as the case may be. The Company believes that this method of recognizing
revenue and expense more accurately reflects the operations of the business. As
a result of this prior year reclassification, the Statements of Operations for
the nine and three months ended March 31, 2002 have been restated. For the nine
months ended March 31, 2002, revenues and costs of services have been increased
by $3,149,735 (which includes approximately $372,000 for operations and
maintenance costs and approximately $2,778,000 for utilities costs) to give
effect to this change. For the three months ended March 31, 2002, revenues and
costs of services have been increased by $1,109,942 (which includes
approximately $136,000 for operations and maintenance costs and approximately
$974,000 for utilities costs) to give effect to this change. The net losses
reported for the nine and three months ended March 31, 2002 have not been
affected by this change.
Revenue Recognition
Most of the revenue recognized by the Company is earned pursuant to energy
service and utility requirement agreements as well as operations and maintenance
agreements that the Company executes with its customers. The Company evaluates
the terms of these agreements individually to determine the applicable
accounting treatment. Utilities and operations and maintenance revenue are
recognized as they are earned. To the extent that these agreements provide for
fixed minimum payments and terms, they are accounted for as leases. To the
extent that an agreement provides 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 (SFAS 13"), 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 agreements
that qualify as operating leases under SFAS 13 is recorded on a straight-line
basis over the term of the contract. 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 March 31, 2003 and 2002, the
diluted loss per share computation was anti-dilutive; therefore, the amount
reported for basic and diluted loss per share is the same.
NOTE B - NOTES PAYABLE
The Company has financed the majority of its power plant equipment projects with
the leasing subsidiary of a major bank. Under the terms of these transactions,
assets with a cost of approximately $5,550,000 were financed under three
separate "true leases". As such, the lessor owns the assets for tax purposes and
is entitled to claim the tax benefits. The leases are net leases as all of the
costs associated with the assets such as maintenance, insurance and property
taxes are for the account of the Company. Under each of these transactions, the
Company can elect to purchase the assets from the lessor at the end of a fixed
term. These terms range from 59 to 89 months as of March 31, 2003. The purchase
option prices range from 20% to 32.7% of the original cost of the equipment. The
weighted average interest rate implicit in the leases is 5.98% per annum. The
Company has accounted for its repayment obligations under these transactions as
capital lease obligations. The assets are included in Leased Equipment and Net
investment in finance leases and the capital lease obligation is included in
Long-term obligations on the Condensed Consolidated Balance Sheet of the
Company.
The LLC has signed three interim promissory notes that are in effect as of March
31, 2003. The notes have been signed with the aforementioned leasing subsidiary
of a major bank and the notes total $988,542. These promissory notes have been
used to finance equipment previously purchased from a customer along with
certain improvements being made to the facility where this equipment is located.
The promissory notes provide for monthly payments of interest only. The interest
rate is computed at the bank's prime
rate. The LLC has received net proceeds of $907,716 from the issuance of these
notes. This amounts to approximately 92% of the face value of the notes and the
cost of the assets that were acquired. The difference of $80,826 has been
retained by the Bank as additional collateral. The Company expects that this
retained amount will be released at the time that permanent financing occurs.
This retained amount is shown as part of Accounts receivable in the current
assets section of the Company's balance sheet.
The Company has borrowed $810,500 for working capital purposes from Armstrong.
This loan is evidenced by a note that mature on June 30, 2003 and bear interest
at prime plus 2%.
The Company has a loan from a bank with a principal balance of $314,939 as of
March 31, 2003. This loan is being used to finance an optimization project. The
loan bears interest at a rate of 5.75% per year. Monthly payments of $12,798 are
due under this loan. There are 26 monthly payments remaining.
NOTE C - LIQUIDITY
Since its inception in April 1998, the Company has incurred aggregate net losses
of $7,975,137. At March 31, 2003, the Company has a working capital deficiency
of approximately $4,422,000. But $3,674,000 (approximately 54% of the Company's
current liabilities) of this deficit is attributable and due to related parties
that are also significant investors in the Company's stock. In addition to the
$3,674,000 of related party debt, $988,542 of interim construction notes are
technically classified as current liabilities. But, the Company has commitments
from a lender to convert these notes into long-term obligations later in fiscal
2003. This is expected to occur by June 30, 2003.
For the last 21 months, the Company has relied on equity distributions from the
LLC to finance its operations and sales development activities. As permanent
financing is obtained for the LLC's projects, these equity distributions are not
expected to be available to the Company.
The Company has sufficient cash in which to operate for the balance of the
current fiscal year. But, thereafter, in order to finance its daily operations
and future projects in which the Company intends to invest, the Company will
need to look elsewhere for these needs. In April, the Company entered into
discussions with Armstrong and other potential equity sources to provide working
capital and additional equity capital to the Company. The Company expects to
further these discussions, which may or may not lead to a definitive agreement.
Any definitive agreement is contemplated to provide working capital commitments
and equity commitments to invest in projects which will generate cash flow to
support the Company's operations.
One of the Company's strategies has been to acquire thermal and electrical
(co-generation) plants. In connection therewith, the Company made a $250,000
deposit on a facility that the Company had agreed to purchase in August, 2002
for approximately $8.7 Million. However, in November, 2002, the Company's equity
partner in the transaction
declined to participate when the purchase was about to close. The Company
initially attempted to secure other equity partners and believed as of December
31, 2002 that an equity investor had been located. However, subsequent to
December 31, 2002, those efforts proved to be unsuccessful. As a result, the
seller has located another purchaser that is attempting to purchase this
facility. If another party is successful in purchasing this asset, the Company
could lose the $250,000 deposit. However, it is still possible that the Company
may find an equity investor and obtain this facility, as the Company is actively
seeking new equity investors and the seller has expressed significant interest
in finalizing this transaction with the Company in the event that the necessary
financing is obtained. The Company's attorneys have indicated that should the
deposit be lost, they believe the Company would succeed in recovering such
amounts, including legal fees and damages, from the initial equity investor.
Management believes the original equity investor to have the financial
wherewithal to pay any such award. Accordingly, the Company has not provided any
valuation allowance against this deposit as of March 31, 2003. However, any
changes in the conditions described above could result in the need for such a
provision in the future. The deposit is included in Deposits and deferred costs
net of amortization in the accompanying Condensed Consolidated Balance Sheet.
The accompanying condensed consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company is
expending its best efforts to consummate the raising of equity capital. But
there can be no assurance that it will be successful in doing so. The
aforementioned future cash flow needs, losses and working capital 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 D - THE EFFECT OF STOCK OPTIONS ON EARNINGS PER SHARE
Employee stock options to purchase 1,227,600 and 1,177,600 shares of common
stock were outstanding as of March 31, 2003 and 2002, respectively. Such stock
options could potentially dilute basic EPS in the future, but, were excluded
from the computation of diluted earnings per share due to being anti-dilutive.
The Company has elected to account for stock-based compensation using the value
method under Accounting Principles Opinion No. 25, "Accounting for Stock Issued
to Employees". Accordingly, no compensation expense was included in the
determination of net loss for the nine months ended March 31, 2003 and 2002. Had
compensation expense for the Company's stock options been recognized based on
the fair value at the grant dates for awards under the stock option plan as
defined in Statement of Financial Accounting Standards No, 123, "Accounting for
Stock-Based Compensation", the
Company's net loss and net loss per share would have been as indicated in the
following:
Nine Months Ended March 31,
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2003 2002
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Net loss - as reported $ (413,062) $ (682,633)
Net loss - pro forma $ (476,459) $ (715,750)
Net loss per share - as reported:
Basic and diluted $ (0.06) $ (0.10)
Net loss per share - pro forma:
Basic and diluted $ (0.07) $ (0.10)
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.
During the nine and three months ended March 31, 2003, the Company incurred net
losses of $413,062 and $132,456, respectively, compared to net losses of
$682,633 and $185,630 for the corresponding prior year periods in 2002.
Revenues and Costs of Services: Revenues in the nine and three months ended
March 31, 2003 increased approximately $6,154,000 and $2,424,000, respectively
over the same period last year. Costs of services in the nine and three months
ended March 31, 2003 increased approximately $5,558,000 and $2,183,000,
respectively over the same period last year. The net result is that the
Company's gross profit increased from $502,000 to $1,097,000 for the nine month
period while the three month gross profit increased from $191,000 to $431,000.
These increases are due to the Company adding two more significant energy
monetization contracts. One was added in October 2001 and the other was added in
April 2002.
Payroll and employee benefits expense: Payroll and employee benefit expenses
declined approximately $21,000 or 4.3% for the nine months ended March 31, 2003
compared to the corresponding period of the prior fiscal year. For the three
months ended March 31, 2003, payroll and employee benefits declined by
approximately $31,000. In addition to a slight reduction in salary expense, the
Company's increased use of leased employees in the current period resulted in
lower payroll tax expense.
General and administrative expenses: This category decreased approximately
$121,000 during the nine months ended March 31, 2003 compared to the nine months
ended March 31, 2002. Virtually every category of expense declined during the
nine month period. Major decreases included a decrease in professional fees of
approximately $83,000, a decrease in the provision for doubtful accounts of
approximately $62,000, a reduction in rent expense of approximately $18,000 and
a reduction in travel and related expense of $12,000. Insurance costs increased
by approximately $58,000.
In the three months ended March 31, 2003 general and administrative expenses
increased by approximately $52,000 compared to the corresponding period in 2002
due primarily to increased insurance and employee business and travel expenses.
Depreciation expense: Depreciation increased $84,500 and approximately $29,000
during the nine and three months ended March 31, 2003 compared to the same
periods in 2002. The Company's depreciable equipment increased from
approximately $2,300,000 at March 31, 2002 to $4,589,000 as of March 31, 2003.
Loss on Disposition of Assets: During the nine months ended March 31, 2003, the
Company recorded losses of approximately $40,000 from the dispositions of
certain leased equipment assets. No such losses occurred in the prior fiscal
period.
Interest Income: Interest income decreased approximately $9,600 in the nine
months period ended March 31, 2003 over the corresponding prior year period and
decreased approximately $1,200 in the three months ended March 31, 2003 vs. the
corresponding 2002 period. Both declines were the result of lower average
balances available for investment and lower interest rates on invested funds.
Interest Expense: Interest expense for the nine months ended March 31, 2003
increased approximately $184,000 compared to the nine months ended March 31,
2002. Interest expense for the three months ended March 31, 2003 increased
approximately $50,000 compared to the three months ended March 31, 2002. Both
increases were a result of increased borrowings. The Company's outstanding debt
increased from approximately $4.7 Million as of March 31, 2002 to $7.2 Million
as of March 31, 2003.
Liquidity and Capital Resources
The Company has a working capital deficiency of approximately $4.3 Million. $3.7
Million of that deficiency is attributable and due Armstrong and ASI. In
addition, $988,542 of interim construction notes are technically classified as
current liabilities. But, these construction notes are not going to be called by
the bank within the next year. Rather, the Company has received a commitment for
and is negotiating the terms of a long-term lease with the leasing subsidiary of
that bank to finance the full amount of these interim construction loans and it
will use the proceeds from this financing to repay certain obligations to ASI
for construction work it has performed on behalf of the LLC.
Since its inception five years ago, the Company has incurred aggregate net
losses of approximately $7,975,000. Approximately $6,610,000, or 83% of these
losses occurred during the first 39 months of the Company's operations from
April 1998 through June 2001, an average of approximately $169,000 per month.
During the last 21 months, approximately $1,365,000 of additional losses have
been incurred, an average of approximately $65,000 per month.
While the Company, in large part, has shown the ability to control costs over
the last 21 months, the Company has suffered from the lack of a viable financial
equity partner. Instead, the Company has been forced to rely in large part on
distributions and advances from the LLC to finance its operations and sales
development activities during the last 18 months. Prior to that time, Armstrong
had financed much of the Company's activity.
The Company has sufficient cash in which to operate for the balance of the
current fiscal year. But, thereafter, in order to finance its daily operations
and future projects in which the Company intends to invest, the Company will no
longer be able to rely on the LLC for these needs. In April, the Company entered
into discussions with Armstrong and other potential equity sources to provide
working capital and additional equity capital to the Company. The Company
expects to further these discussions which may or may not
lead to a definitive agreement. Any definitive agreement is contemplated to
provide working capital commitments and equity commitments to invest in
co-generation projects which will generate cash flow to support the Company's
operations.
ITEM 3. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our chief executive officer and controller, we have evaluated the effectiveness
of the design and operation of our disclosure controls and procedures pursuant
to Exchange Act Rule 13a-14 within 90 days of the filing date of this quarterly
report. Based upon their evaluation, our chief executive officer and controller
have concluded that our disclosure controls and procedures are effective in
timely alerting them to material information relating to us (including our
consolidated subsidiaries) required to be included in our periodic SEC filings.
There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.
Critical Accounting Policies
The Company has identified significant accounting policies that, as a result of
the judgments, uncertainties, uniqueness and complexities of the underlying
accounting standards and operations involved, could result in material changes
to its financial condition or results of operations under different conditions
or using different assumptions. The Company's most critical accounting policies
are related to the following areas: revenue recognition, long-lived assets,
deposits, concentrations of customers and the underlying credit risk and
deferred taxes. Other than the addition of the deposit as discussed in Note C,
there have been no material changes to the Company's critical accounting
policies that impact the Company's financial condition or results of operations
for the quarter ended March 31, 2003.
New Accounting Standards
In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
142, "Goodwill and Other Intangible Assets," effective for years beginning after
December 15, 2001. Under the new rules, goodwill and certain intangible assets
will no longer be amortized, but will be subject to annual impairment tests in
accordance with the Statements. Other intangible assets will continue to be
amortized over their useful lives. Adoption is required for fiscal years
beginning after December 15, 2001. The adoption of this SFAS did not have an
effect on the financial statements.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections,"
which is effective for years beginning after May 15, 2002. Under the new
pronouncement, an inconsistency between the required accounting for
sale-leaseback transactions was eliminated. The adoption of this SFAS 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 from January 1, 2003 through March 31, 2003, 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:
99.1 Written Statement of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350
99.2 Written Statement of the Controller pursuant to 18 U.S.C. Section
1350
b. Reports on Form 8-K:
None
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.
May 13, 2003 By: /s/ Mark A. Margason
---------------------------------
Mark A. Margason
Chief Executive Officer
May 13, 2003 By: /s/ Jerome P. Frett
---------------------------------
Jerome P. Frett
Controller
CERTIFICATIONS
I, Mark A. Margason, Chief Executive Officer of Americas Power Partners, Inc.,
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Americas Power
Partners, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
we have:
a.) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b.) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of quarterly report (the "Evaluation Date"); and
c.) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the
Board of Directors:
a.) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls and
b.) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 13, 2003
/s/ Mark A. Margason
------------------------------------
Mark A. Margason
Chief Executive Officer
I, Jerome P. Frett, Controller of Americas Power Partners, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Americas Power
Partners, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the
Board of Directors:
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 13, 2003
/s/ Jerome P. Frett
------------------------------------
Jerome P. Frett
Controller
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
99.1 Written Statement of the Chief Executive Officer Pursuant to 18
U.S.C. Section 1350
99.2 Written Statement of the Controller Pursuant to 18 U.S.C. Section
1350