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, 2000
Commission file Number: 0-24989
AMERICAS POWER PARTNERS, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO 05-0499526
(State or Other Jurisdiction (I.R.S. Employer
of Incororation) Identification Number)
710 NORTH YORK ROAD, HINSDALE, IL 60521
(Address of Principal Executive Offices) (Zip code)
(630) 325-9111
(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 [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 - 10,017,100 shares as of September 30, 2000.
Transitional Small Business Disclosure Format: YES [X] NO [ ]
<PAGE>
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FORWARD LOOKING STATEMENTS
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THIS FORM 10-QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
AMERICAS POWER PARTNERS, INC. (HEREINAFTER REFERRED TO AS "APPI"AND/OR
"COMPANY" AND/OR "REGISTRANT") OR ITS REPRESENTATIVES CONTAIN STATEMENTS
WHICH MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE
SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, FIFTEEN U.S.C.A.
SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE STATEMENTS
REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF APPI AND MEMBERS OF
ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE
BASED.
PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. 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 UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE
FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF
UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAS POWER PARTNERS, INC.
CONSOLIDATED BALANCE SHEET
September 30, 2000
<TABLE>
ASSETS
<S> <C>
CURRENT ASSETS
Cash and cash equivalents $2,038,195
Accounts receivable 97,431
Receivable from related parties - Note D 699,639
Current portion of net investment in leases 171,475
Prepaid expenses 36,892
TOTAL CURRENT ASSETS 3,043,632
EQUIPMENT AND FIXTURES
Computer equipment 165,370
Office equipment 59,131
Equipment leased to clients 773,166
Leasehold improvements 7,378
1,005,045
Less accumulated depreciation (15,386)
TOTAL EQUIPMENT AND FIXTURES 989,659
OTHER ASSETS
Net investment in leases, less current portion 872,691
Deposits 31,998
Deferred contract costs, net of accumulated
amortization of $105,812 204,874
Note receivable from related party - Note D 1,000,000
TOTAL OTHER ASSETS 2,109,563
TOTAL ASSETS $6,142,854
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
AMERICAS POWER PARTNERS, INC.
CONSOLIDATED BALANCE SHEET
September 30, 2000
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
CURRENT LIABILITIES
Accounts payable $544,671
Due to related party in connection with client contracts 553,895
Current maturities of long-term debt 135,269
TOTAL CURRENT LIABILITIES 1,233,835
LONG-TERM DEBT - net of current maturities
10 1/2 % note payable to bank, due May 2005 - Note B 493,401
Capital leases 54,315
Deferred compensation - Note D 45,644
TOTAL LIABILITIES 1,827,195
MINORITY INTEREST 390,827
STOCKHOLDERS' EQUITY - Note D
Preferred Stock, no par value,
10,000,000 shares authorized;
2,725,000 Series A authorized;
2,709,519 shares issued and outstanding 3,952,250
Common Stock, no par value,
40,000,000 shares authorized;
10,017,100 shares issued and outstanding 3,497,200
Retained earnings deficit (3,524,618)
TOTAL STOCKHOLDERS' EQUITY 3,924,832
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $6,142,854
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
AMERICAS POWER PARTNERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
<S> <C> <C>
Contract revenues $ 99,178 $ -
Cost of client services 94,794 -
Gross profit 4,384 -
Costs and expenses:
Payroll and employee benefits 284,514 -
Management and consulting fees - Note D 106,092 217,993
Write-off project contract costs 104,205 -
Other professional fees 79,897 149,195
General and administrative 172,458 81,111
Total expenses 747,166 448,299
LOSS FROM OPERATIONS (742,782) (448,299)
Interest income (17,841) (997)
Interest expense 7,641 -
Total interest income, net (10,200) (997)
LOSS BEFORE MINORITY INTEREST (732,582) (447,302)
Minority interest in earnings of limited
liability corporation (3,081) -
NET LOSS ($735,663) ($447,302)
Net loss per share - basic and diluted ($0.07) ($.07)
Weighted average number of common
shares outstanding - Note F 10,931,106 6,750,991
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
AMERICAS POWER PARTNERS, INC.
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
Three Months Three Months
Ended Ended
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss ($735,663) ($447,302)
Adjustments to reconcile net loss to
net cash provided by (used in) operating activities:
Provision for depreciation and amortization 111,148 -
Common Stock issued for services 37,500 -
Minority interest 390,827 -
Pre-merger costs incurred by predecessor corporation - 4,200
Change in accounts receivable (21,843) -
Change in prepaid expenses and deposits (4,870) (7,770)
Change in accounts payable 245,175 (17,322)
Change in accrued expenses (3,432) -
Change in deferred compensation 45,644 -
Total adjustments 800,149 (20,892)
Net cash provided by (used in) operating activities 64,486 (468,194)
Cash Flow from Investing Activities:
Purchase of equipment and fixtures (776,796) -
Purchase of equipment underlying lease agreements (488,600) -
Payments from lessees regarding finance lease receivables 41,918 -
Payment of deferred contract costs (90,582) -
Net (advances to) repayments from related parties (253,518) 57,000
Net cash provided by (used in) investing activities (1,567,578) 57,000
Cash Flow from Financing Activities:
Payment on capital leases (2,109)
Payment on note payable to bank (8,113)
Proceeds from issuance of note payable to bank 600,000
Proceeds from issuance of Common Stock 2,000,000 256,250
Net cash provided by financing activities 2,589,778 256,250
Net Increase (Decrease) in Cash 1,086,686 (154,944)
Cash at beginning of period 951,509 306,658
CASH AT END OF PERIOD $ 2,038,195 $ 151,714
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
AMERICAS POWER PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
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. There was no financial statement activity between the date of
inception and June 30, 1998, except for the issuance of Common Stock,
resulting in a credit to Common Stock of $100. 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. These strategic relationships bring key
skill sets to the development process, as well as a steady flow of project
opportunities from their established client base. 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.
The Company is prepared to participate in the private energy market through
two distinct avenues, namely, financing upgrades, or purchasing powerhouse
assets and selling utilities back to clients through long-term contracts.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its newly-formed, 50%-owned limited liability corporation, Armstrong-
Americas I, LLC. 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.
USE OF ESTIMATES AND BASIS OF PRESENTATION
The financial statements have been prepared in conformity with generally
accepted accounting principles and, as such, include amounts based on
informed estimates and judgments of management. Changes in such estimates
may affect amounts reported in future periods.
The interim financial information presented in the accompanying financial
statements reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim periods. Results shown for interim
periods are not necessarily indicative of the results for a full fiscal
year. The interim financial statements should be read in conjunction with
the audited financial statements and notes thereto included in the Company's
Form 10-KSB for the fiscal year ended June 30, 2000.
<PAGE>
AMERICAS POWER PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2000
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 case 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.
The Company grants credit to all of its customers.
PER SHARE OF COMMON STOCK
Primary earnings (loss) per share of Common Stock are computed based on the
weighted average number of shares of Common Stock and common stock
equivalents outstanding during the year. For fiscal 2001 and 2000, the
fully diluted loss per share computation was antidilutive; therefore, the
amount reported for primary and fully diluted loss per share is the same.
NOTE B - NOTE 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 10.651% per
annum.
NOTE C - MERGER AND EXCHANGE OF COMMON STOCK
On August 17, 1999, the Company completed a reverse merger with Oak Brook
Capital II, Inc., a fully reporting public "shell" company under the
Securities and Exchange Commission's Securities Act of 1934. Upon
completion of the merger, Oak Brook Capital II, Inc. changed its name to
Americas Power Partners, Inc., and issued 10,000 shares of common stock for
each share of the former Americas Power Partners, Inc. then outstanding.
All shares of the former Americas Power Partners, Inc. were retired.
The merger was accounted for as a pooling of interests. At the time of the
merger, Oak Brook Capital II, Inc. had no assets, had recognized no revenue,
and had incurred expenses of $11,925. All other expenses up to the date of
the combination were incurred by the original Americas Power Partners, Inc.
<PAGE>
AMERICAS POWER PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2000
NOTE D - RELATED PARTY TRANSACTIONS
On April 24, 1999, the Company entered into a three-year contract with a
management consulting firm owned by two officers and directors of the
Company that provides for payment of various consulting fees. The contract
provided for minimum monthly consulting fees of $15,000 and an annual
expense allowance of $125,000. The agreement also provided for additional
minimum consulting fees totaling $150,000 upon completion of a reverse
merger, such as that described in Note C, plus 550,000 shares of the
Company's Common Stock. Subsequent to June 30, 2000, this contract was
amended and extended, as further described below.
The Company also has entered into independent contractor agreements with
three individuals who are officers and directors of the Company. These
agreements provide for consulting services related
to business development and the day-to-day management of the Company. Each
agreement provided for a monthly payment to the independent contractor of
$10,000, plus an automobile allowance. Subsequent to June 30, 2000, these
contracts were voluntarily cancelled, as further described below.
On October 13, 2000, the board of directors of the Company authorized a
special committee of the board to review prior related party transactions
that occurred during a period when all of the Company's directors also were
consultants or employees of the company. The special committee reported
the following matters, among others, to the board of directors on November
13, 2000:
1 2,848,186 options previously granted to
purchase Common Stock for one-cent per
share were deemed to be invalid, as the
full board of directors had not approved
an option plan or the issuance of the
options. The special committee
recommended and the full board agreed to
adopt an omnibus option plan as of
November 13, 2000 and to grant 1,140,645
options at the market price of $1.25 per
share on that date to partially
substitute for the invalid options. All
persons holding the one-cent options
voluntarily agreed to return those
options and acknowledged that they were
not valid.
The Company had not previously recorded any expense related to the
granting of the 2,848,186 options and, because they were not validly
issued, the Company will not restate expenses for the respective prior
quarterly periods.
In addition, the board granted 994,101 options on November 13, 2000 at
$1.25 per share to new employees and other parties.
2 930,000 shares of Common Stock were
awarded to related party consultants and
employees subsequent to the Company
raising outside capital, and these shares
were not properly approved by the board
of directors. The individuals who
received these shares have agreed
<PAGE>
AMERICAS POWER PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2000
NOTE D - RELATED PARTY TRANSACTIONS (CONTINUED)
to voluntarily return the shares to the treasury. In return, the board
agreed to grant options to purchase 597,000 shares of stock at the
market price on November 13, 2000 of $1.25 per share.
The Company had not previously recorded any expense in connection with
the above shares and, in light of their issuance subsequently being
determined invalid, prior quarterly results will not be restated.
The Company had issued 60,000 shares of Common Stock to vendors in
consideration of services rendered that were previously valued at
$155,000. The committee determined that 25,000 of these shares were
not authorized and these shares are being returned to the treasury.
Following is a summary of options under the new plan, which were
granted at the fair market value of $1.25 per share:
Vest in Number
YEAR ENDED JUNE 30 OF OPTIONS
2001 1,254,400
2002 427,400
2003 427,400
2004 386,000
2005 227,445
2006 9,101
2,731,746
3 Under the valid contract referred to
above, the Company had paid consulting
fees of $505,770 in connection with the
raising of equity in the third quarter of
fiscal 2000 and the reverse merger in the
first quarter of fiscal 2000. However,
The special committee found that
provisions of a Preferred Stock Purchase
Agreement did not allow the Company to
pay fees on that issue, and, accordingly,
the Company will receive a refund
of $300,000. The third quarter of fiscal
2000 will be restated to record this reduction
of consulting expense.
4 The board has agreed to renegotiate
payments for past services, and amend and
extend for two years the contract with
the related party consulting firm
referred to above. In consideration of
this, the consulting firm has agreed to
reduce its past consulting fees by
<PAGE>
AMERICAS POWER PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
September 30, 2000
NOTE D - RELATED PARTY TRANSACTIONS (CONTINUED)
$306,639. The employment contract of another officer/director also
was renegotiated, resulting in a refund to the Company of $93,000. The
September 30, 2000 balance sheet includes a receivable of $699,639 from
the aforementioned related parties.
On September 13, 2000, the Company signed an executive employment agreement
with an individual that provides that the individual will be employed as the
chief executive officer and will be named as a member and chairman of the
board of directors. Concurrently, the individual acquired 2,400,000 shares of
Common Stock for $2,000,000 cash and a $1,000,000 promissory note. The note is
secured by 1,200,000 of the underlying shares. The agreement also provides that
the employee's first year salary and bonus will be earned and accrued ratably
during the period, but payment will be deferred, with interest accruing and paid
annually, until the earlier of the employee's termination or tenth anniversary.
NOTE E - CUSTOMER CONCENTRATION
On September 1, 2000, the Company signed a contract with a food processing
corporation to purchase certain of its energy generation assets and, in
turn, provide the company's full requirement energy services for the next
sixteen years at estimated annual billings of $5,400,000. The Company will
begin recognizing revenue from this contract in the second quarter of fiscal
2001.
NOTE F - RECLASSIFICATION
For comparability, the fiscal 2000 financial statements reflect
reclassifications where applicable to conform to the financial statement
presentation used in fiscal 2001. The weighted average number of common
shares outstanding for fiscal 2000 has been adjusted to reflect the
equivalent number of shares after the effect of the reverse merger referred
to in Note C.
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 period from January 27, 1998 (date of inception) through December
31, 1999, the Company engaged in no significant operations other than
organizational activities, acquisition of capital and preparation for
registration of its securities under the Securities Exchange Act of 1934, as
amended. The Company recorded no revenues during this period.
During the third quarter of fiscal 2000, the Company signed its first two
contracts for the monetization and optimization of steam generation
facilities, and recognized revenue and expenses associated with the
contracts. Three additional contracts were signed in the quarter ended
September 30, 2000, with two of these resulting in revenues and costs
recorded in the quarter. The third contract, signed between the Company's
majority controlled limited liability corporation and a food processing
company, will provide estimated annual billings of $5,400,000 starting in
the second quarter of fiscal 2001
During the period of three months ended September 30, 2000, the Company
incurred a net loss of $735,663, compared to a net loss of $447,302 for the
corresponding prior year period.. In the current period, the Company
recorded the following expenses that were either not present in or changed
over the corresponding amounts recorded during corresponding period of
fiscal 2000:
1) The first employee was hired and placed on the payroll in October
1999. As of the end of September 2000, payroll expense included seven
employees, plus the provisions of a deferred compensation agreement
(see Note D of Notes to Consolidated Financial Statements).
2) Management and consulting fees decreased $111,900, principally as a
result of the renegotiation of a contract with the venture
capital/management firm responsible for orchestrating the August 1999
reverse merger with a publicly-traded corporate entity and certain
other capital formation activities (see Note D of Notes to Consolidated
Financial Statements).
3) 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 and,
accordingly, approximately$104,200 of previously deferred development
costs relating to these projects were written-off.
4) Professional fees decreased approximately $69,300 as a result of the
decision in the fourth quarter of the prior fiscal year to internally
perform the Company's legal function.
5) General and administrative expenses increased approximately $91,300
over the prior year period with the additional expenditures relating to
increased personnel, rental of office facilities, accounting fees
associated with the reporting requirements of a publicly-held company,
and the initiation of marketing programs.
Interest income increased $16,800 in fiscal 2001 over the prior year period
as a result of the higher cash balances available from the sale of Common
Stock and the outside investment made in the Company's majority controlled.
50%-owned limited liability company. Interest expense in the fiscal 2001
period was $7,641 and resulted from capital leases for equipment and a bank
loan that were entered into in the latter half of the prior fiscal year or
the current period.
LIQUIDITY AND CAPITAL RESOURCES
The working capital of the Company at September 30, 2000 was $1,809,797,
compared to $743,482 at June 30, 2000. Cash balances at September 30
increased $1,086,686 from the prior year-end, principally representing the
balance of the proceeds from a Common Stock issue. In addition, working
capital increased $699,639 with a receivable from related parties, resulting
from the renegotiation of prior year employment and consulting agreement
that reduced current period and prior year expenses. The initiation since
January 2000 of the Company's first four contracted projects resulted in an
increase in accounts payable and an amount due to a related party in
connection with a client contract.
The Company had signed one bank note, in the amount of $606,000, relating to
the financing of a client project. The Company had no line of credit at
September 30, 2000.
Management believes that, in order to attract and finance additional
optimization and monetization projects, significant amounts of new capital
will be needed. The Company intends to secure such additional capital to
sustain its project development plans, which may include acquisition of
client energy facilities, through bank financing or equity markets. The
Company cannot be certain that it will be successful in efforts to raise
such new funds.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income." This statement established standards for reporting
comprehensive income in the financial statements. The Company's adoption of
this new standard in June 2000 did not result in material changes to the
financial statements.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." This statement established
standards for the way companies report information about operating segments
and requires that those enterprises report selected information about
operating segments in the financial reports issued to shareholders. The
Company's operations are deemed to be one reportable segment for purposes of
this disclosure.
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 believes adoption of this statement as amended by
SFAS No. 137, which will occur by July 2001, will not have an affect on the
financial statements, as the Company currently does not hold any derivative
instruments.
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, 2000, the Company
issued 37,500 shares of its Common Stock, no par value, in exchange for
certain public relation services, and recorded the issuance in the financial
statements at the fair market value of the shares at the time the services
were performed.
On September 13, 2000, the Company signed an executive employment agreement
with an individual that provides that the individual will be employed as the
chief executive officer and will be named as a member and chairman of the
board of directors. Concurrently, the following shares were issued:
1,200,000 shares of Common Stock, no par value, were sold to a related
family partnership at a price of $1.25 per share. The aggregate
purchase price of $1,500,000 was paid in cash.
1,200,000 shares of Common Stock, no par value, were sold to the
individual at a price of $1.25 per share. The aggregate purchase price
of $1,500,000 was paid as follows:
Cash in the amount of $500,000.
A promissory, interest bearing note in the amount of
$1,000,000, payable in one lump sum on the earlier of (i) the
tenth anniversary of the note, or (ii) two years after
individual's termination from the Company. The note is secured
by a pledge and security interest in 1,200,000 shares of Common
Stock.
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:
27.0 Financial Data Schedule
* Reports on Form 8-K:
1 Form 8-K filed July 7 and
August 8, 2000 (amended)
regarding a change in the
Registrants' certifying
accountant.
2 Form 8-K filed September
14, 2000 regarding a three
year executive employment
agreement with Thomas R.
Casten to serve as the
Company's Chief Executive
Officer.
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.
November 21, 2000 /s/ Thomas R. Casten
THOMAS R. CASTEN
Chairman and Chief Executive Officer
November 21, 2000 /s/ Tom F. Perles
TOM F. PERLES
Chief Accounting Officer
