SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-QSB/A
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended December 31, 1999 Commission file number 000-25209
BESICORP LTD.
______________________________________________________________________________
(Exact name of small business issuer as specified in its charter)
New York 14-1809375
____________________________________ ______________________________
(State or other jurisdiction of (Internal Revenue Service
incorporation or organization) Employer Identification No.)
1151 Flatbush Road, Kingston, New York 12401
______________________________________________________________________________
(Address of principal executive office) (Zip Code)
Issuer's Telephone Number, including area code: (914) 336-7700
N/A
_____________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act 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_______
Common stock outstanding as of February 14, 2000 135,986
Transitional Small Business Disclosure Format Yes______ No ___X___
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
BESICORP LTD.
CONSOLIDATED BALANCE SHEET
(unaudited)
<TABLE>
<CAPTION>
<S>
<C> <C>
December 31, March 31,
1999 1999
------------ ----------
ASSETS
Current Assets:
Cash and cash equivalents $ 474,159 $ 1,824,139
Trade accounts and notes receivable (less allowance
for doubtful accounts of $28,906 as of
December 31, 1999 and $32,000 at March 31, 1999) 872,174 988,589
Due from affiliates 69,305 374,250
Notes receivable: (includes interest of $5,771 at
December 31, 1999 and $4,057 at March 31, 1999) 88,214 107,951
Inventories 1,998,091 1,165,761
Other current assets 349,842 465,566
--------- ---------
Total Current Assets 3,851,785 4,926,256
--------- ---------
Property, Plant and Equipment:
Land and improvements 229,660 229,660
Buildings and improvements 1,914,029 1,914,029
Machinery and equipment 581,792 726,958
Furniture and fixtures 237,423 237,423
Construction in progress 94,572 0
--------- ---------
3,057,476 3,108,070
Less: accumulated depreciation and amortization (1,429,775) (1,520,385)
--------- ---------
Net Property, Plant and Equipment 1,627,701 1,587,685
--------- ---------
Other Assets:
Patents and trademarks, less accumulated
amortization of $3,243 at
December 31, 1999 and $2,350, at March 31, 1999 17,817 12,530
Investment in partnerships 0 4,009,810
Deferred costs 919,283 0
Other assets 1,567,956 76,620
--------- ---------
Total Other Assets 2,505,056 4,098,960
--------- ---------
TOTAL ASSETS $ 7,984,542 $ 10,612,901
========= ==========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
2
<PAGE>
BESICORP LTD.
CONSOLIDATED BALANCE SHEET
(unaudited)
<TABLE>
<CAPTION>
<S>
<C> <C>
December 31, March 31,
1999 1999
------------ -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $1,563,259 $ 763,531
Current portion of long-term debt 42,000 20,000
Current portion of accrued reserve and warranty expense 66,954 111,215
Taxes other than income taxes 98,122 103,207
Income taxes payable 10,185 5,300
--------- -------
Total Current Liabilities 1,780,520 1,003,253
Long-Term Accrued Reserve and Warranty Expense 198,677 174,462
Long-Term Debt 51,070 115,308
--------- ---------
Total Liabilities 2,030,267 1,293,023
--------- ---------
Shareholders' Equity:
Common stock, $.01 par value: authorized
5,000,000 shares; issued 136,382
at December 31, 1999 and 121,382 at March 31, 1999 1,364 1,214
Additional paid in capital 10,135,677 9,490,827
Unamortized deferred compensation (544,093) 0
Retained earnings (deficit) (3,621,473) (172,163)
--------- ---------
5,971,475 9,319,878
Less: treasury stock at cost (400 shares and 0 shares,
respectively) (17,200) 0
--------- ---------
Total Shareholders' Equity 5,954,275 9,319,878
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 7,984,542 $ 10,612,901
========= ==========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE>
BESICORP LTD.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C>
Three months ended December 31, Nine months ended December 31,
----------------------------------- -------------------------------
1999 1998 1999 1998
--------- --------- --------- --------
Revenues:
Product sales $ 1,855,884 $1,187,805 $6,143,793 $3,273,495
Other revenues 108,728 179,520 314,791 406,841
Income from partnerships 131,786 - 56,599 -
Interest and other investment income 23,808 5,200 87,030 18,404
Other income 0 26,808 0 78,441
--------- --------- -------- ---------
Total Revenues 2,120,206 1,399,333 6,602,213 3,777,181
--------- --------- --------- ---------
Costs and Expenses:
Cost of product sales 1,586,174 1,162,704 5,283,389 3,144,571
Selling, general and administrative expenses 1,475,563 2,058,474 4,751,746 6,577,230
Interest expense 0 6,927 287 111,234
Other expense 1 25 79 8,832
--------- -------- ---------- ----------
Total Costs and Expenses 3,061,738 3,228,130 10,035,501 9,841,867
--------- --------- ---------- ----------
Loss Before Income Taxes (941,532) (1,828,797) (3,433,288) (6,064,686)
Provision (Credit) for Income Taxes 2,088 (627,700) 16,022 (2,062,000)
-------- --------- --------- ----------
Net Loss $(943,620) $(1,201,097) $(3,449,310) $(4,002,686)
======= ========= ========= ==========
Basic Loss per Share $ (6.94) $ (9.90) $ (25.76) $ (32.98)
======= ======== ========= ===========
Basic Weighted Average Number of Shares
Outstanding 135,982 121,382 133,899 121,382
======= ========= ========= ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE>
BESICORP LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
<S>
<C> <C>
Nine months ended December 31,
------------------------------
1999 1998
------------ -----------
Operating Activities:
Net loss $(3,449,310) $ (4,002,686)
Adjustments to reconcile net loss to net
cash used by operating activities:
Amortization of discounts on notes (1,009) (1,647)
Income from partnerships (56,599) 0
Stock compensation 83,707 0
Provision for uncollectibles (3,094) 45,929
Depreciation and amortization 108,858 126,954
Changes in assets and liabilities:
Accounts and notes receivable 445,200 (288,089)
Inventories (832,330) (222,660)
Accounts payable and accrued expenses 799,728 (305,892)
Taxes payable/refundable (200) 571
Other assets and liabilities, net (644,814) 1,556,565
----------- ---------
Net cash used by operating activities (3,549,863) (3,090,955)
----------- ---------
Financing Activities:
Repayment of borrowings (42,238) (3,742,133)
Net transactions with Besicorp Group Inc. 0 6,821,694
----------- ----------
Net cash provided by financing activities (42,238) 3,079,561
----------- ---------
Investing Activities:
Disposal of property, plant and equipment 0 73,829
Distribution from partnerships 2,390,102 0
Acquisition of property, plant
and equipment (147,981) (70,637)
----------- ---------
Net cash provided (used) by investing activities 2,242,121 3,192
----------- ---------
Decrease in Cash and Cash Equivalents (1,349,980) (8,202)
Cash and Cash Equivalents - Beginning 1,824,139 104,428
----------- ---------
Cash and Cash Equivalents - Ending $ 474,159 $ 96,226
=========== ========
Supplemental Cash Flow Information:
Interest paid $ 287 $ 93,685
Income taxes paid 8,556 0
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE>
BESICORP LTD.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance
with the generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB. Accordingly, they do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the accompanying consolidated financial statements contain all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the financial position of Besicorp Ltd. (together with its
subsidiaries, the "Company") as of December 31, 1999, and March 31, 1999; the
results of operations for the three and nine months ended December 31, 1999 and
1998; and the statement of cash flows for the corresponding nine month periods.
The balance sheet at March 31, 1999 has been derived from the audited financial
statements at that date, but does not include all the information and footnotes
required by generally accepted accounting principles for complete financial
statements. For further information, refer to the audited consolidated financial
statements and footnotes thereto included in the Form 10-KSB, as amended, filed
by the Company for the year ended March 31, 1999.
Besicorp Group Inc. ("Oldco"), the former parent of Besicorp Ltd., was a party
to an Agreement and Plan of Merger dated November 23, 1998, as amended, (the
"Plan of Merger") among Oldco, BGI Acquisition LLC ("Acquisition") and BGI
Acquisition Corp. ("Merger Sub"), a wholly owned subsidiary of Acquisition.
Pursuant to the Plan of Merger, Merger Sub was merged into Oldco, which then
became a wholly owned subsidiary of Acquisition (the "Merger"). Because
Acquisition did not want to acquire certain assets or assume certain liabilities
of Oldco, it was a condition precedent to the Merger that Oldco, prior to the
Merger, spin-off its photovoltaic and independent power development businesses
(the "Distributed Businesses") to its shareholders. Therefore, Oldco formed
Besicorp Ltd. to assume the operations of the Distributed Businesses by having
Oldco assign to Besicorp Ltd. all of its assets relating to the Distributed
Businesses and substantially all of Oldco's other assets (other than Oldco's
cash, securities, the subsidiaries which held Oldco's interests in partnerships
which owned or leased five cogeneration natural gas power plants (the "Retained
Subsidiaries") and certain other assets (including in particular, other claims
of and awards made to Oldco in the aggregate stated amount of approximately $1
million)), and by having Besicorp Ltd. (the "Company") assume substantially all
of Oldco's liabilities other than the following liabilities (collectively, the
"Permitted Liabilities"): (i) the liabilities of Oldco and any Retained
Subsidiary (actual or accrued) for unpaid federal income taxes for Oldco's 1999
fiscal year based on the consolidated net income of Oldco through the effective
date of the Merger (i.e. March 22, 1999), (ii) the liabilities of Oldco or its
subsidiaries for New York State income taxes for the 1999 fiscal year, and (iii)
certain intercompany liabilities. The Plan of Merger contemplated that prior to
the consummation of the Merger, Oldco would effect this contribution of assets
to Besicorp Ltd. (and the assumption of these liabilities by Besicorp Ltd.) and
distribute all of Besicorp Ltd.'s stock to Oldco's shareholders. Therefore,
following the contribution, which took place shortly prior to the Merger which
was consummated on March 22, 1999, Oldco distributed 100% of Besicorp Ltd.'s
common stock (the "Distribution"), and Besicorp Ltd. became a separate, publicly
held company.
Besicorp Ltd. and subsidiaries consolidated financial statements at and prior to
the Distribution reflect the operations, financial position and cash flows of
Besicorp Ltd. and subsidiaries as if they were a separate entity. Such financial
statements were derived from the consolidated financial statements of Oldco
using historical results of operations and historical basis in the assets and
liabilities of the business operated by Besicorp Ltd.
The financial information for the year ended March 31, 1999 may not necessarily
reflect the consolidated results of operations, financial position, cash flows
and changes in shareholders' equity of Besicorp Ltd. had Besicorp Ltd. been a
separate entity during that period.
Amounts shown as net transactions with Oldco represent the net effect of cash
generated or used by the Distributed Businesses and transferred to or from
Oldco.
6
<PAGE>
B. Business
Besicorp Ltd. specializes in the development, assembly, manufacture, marketing
and resale of photovoltaic products and systems and the development of power
plant projects.
Basic/Diluted Earnings per Common Share
Effective December 15, 1997, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 128, Earnings per Share. The
Statement required companies with a complex capital structure to report both
Basic Earnings per Share and Diluted Earnings per Share. Diluted Earnings per
Share considers the effect of potential common shares such as stock options and
warrants. Loss per common share for the three and nine months ended December 31,
1999 is based on the weighted average number of shares of 135,982 and 133,899
outstanding during those respective periods. Loss per common share for the three
and nine months ended December 31, 1998 is computed based on 121,382 shares
being issued as adjusted after the Distribution and Spin-Off. Since there were
no potential Common Shares as of December 31, 1999 and December 31, 1998, Basic
and Diluted Earnings per Share are the same for both fiscal years.
D. The results of operations for the three and nine months ended December 31,
1999 are not necessarily indicative of the results to be expected for any other
interim period or for the full year.
E. Inventories
Inventories are carried at the lower of cost (first-in, first-out method), or
market. Inventories at December 31, 1999 and March 31, 1999, consist of:
December 31, 1999 March 31, 1999
----------------- --------------
Assembly parts $ 452,081 $ 263,761
Finished goods 1,546,010 902,000
--------- ---------
$1,998,091 $1,165,761
========= =========
F. Deferred Costs
Deferred costs and reimbursable costs at December 31, 1999 and March 31, 1999
were as follows:
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C>
Internal Costs Third
Payroll Expenses Party Costs Total
------- --------- ----------- -----
Balance March 31, 1999 $ 0 $ 0 $ 0 $ 0
Additions 258,526 9,672 651,085 919,283
Expensed 0 0 0 0
Reimbursements 0 0 0 0
------- ----- ------- -------
Balance December 31, 1999 $258,526 $ 9,672 $651,085 $ 919,283
======= ===== ======= =======
</TABLE>
In accordance with its existing policy, the Company is deferring all
reimbursable costs, as presented above, incurred with respect to the development
of a recycled newsprint manufacturing plant and adjacent 475 megawatt natural
gas-fired cogeneration power plant in Ulster County, New York (the "Empire
Newsprint Project").
G. Investments in Partnerships
As of December 31, 1999, the partnerships, which owned or leased five
cogeneration natural gas power plants, had been liquidated. During the three
months ended December 31, 1999, the Company received liquidating distributions
totaling approximately $350,000 from the last unliquidated partnership. All
other partnerships were liquidated during the three months ended June 30, 1999,
and the applicable liquidating distributions of approximately $2,000,000 were
received on June 1, 1999. Cash held in escrow accounts (the "Liquidated
Partnerships Funds"), which had been classified as Investment in Partnerships in
prior filings, are now classified as Other Assets (non-current) (see Note H).
7
<PAGE>
Other Assets
Included in Other Assets is approximately $1.48 million which represents the
Company's share of the Liquidated Partnerships Funds. The Liquidated
Partnerships Funds (if any) are to be released to Besicorp Ltd. between June
2000 and May 2002 subject to the satisfaction of certain conditions, as to which
no assurance can be given.
I. Revenue Recognition
Revenues on sales of products are recognized at the time of shipment of goods.
Development and management fee revenue is recognized when deemed payable under
the applicable agreement.
J. Segments of Business
The Company specializes in the development, assembly, manufacture, marketing and
resale of photovoltaic products and systems ("Product Segment") and the
development of power plant projects ("Project Segment"). Segments are reported
based on the subsidiaries involved with the activity of the segment, with no
intersegment revenues and expenses. A summary of industry segment information
for the three and nine months ended December 31, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C>
For the Nine Months Ended Project Product
December 31, 1999 Segment Segment Eliminations (1) Total
- ----------------- ------- ------- ------------ -----
Net revenues $ 210,512 $ 6,391,701 $ 6,602,213
Loss before taxes (2,597,758) (835,530) (3,433,288)
Income tax provision (credit) 14,281 1,741 16,022
Net income (loss) (2,612,039) (837,271) (3,449,310)
Identifiable assets 20,155,153 2,300,957 ($14,471,568) 7,984,542
Investment in partnerships 0 0 0
Capital expenditures 21,801 126,180 147,981
Depreciation and amortization 78,384 30,474 108,858
For the Nine Months Ended Project Product
December 31, 1998 Segment Segment Eliminations (1) Total
- ----------------- ------- ------- ------------ -----
Net revenues $ 114,750 $ 3,662,431 $ 3,777,181
Loss before taxes (4,711,364) (1,353,322) ( 6,064,686)
Income tax provision (credit) (1,592,626) (469,374) (2,062,000)
Net income (loss) (3,118,738) (883,948) (4,002,686)
Identifiable assets 13,566,367 2,430,400 ($11,994,756) 4,002,011
Investment in partnerships 0 0 0
Capital expenditures 35,508 35,129 70,637
Depreciation and amortization 82,389 44,565 126,954
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C>
For the Three Months Ended Project Product
December 31, 1999 Segment Segment Eliminations (1) Total
- ----------------- ------- ------- ------------ -----
Net revenues $178,486 $1,941,720 $2,120,206
Loss before taxes (697,322) (244,210) (941,532)
Income tax provision (credit) 2,088 0 2,088
Net income (loss) (699,410) 244,210 (943,620)
Identifiable assets 20,155,153 2,300,957 (14,471,568) 7,984,542
Investment in partnerships 0 0 0
Capital expenditures 4,072 89,363 93,435
Depreciation and amortization 20,468 15,116 35,584
For the Three Months Ended Project Product
December 31, 1998 Segment Segment Eliminations (1) Total
- ----------------- ------- ------- ------------ -----
Net revenues $26,815 $1,372,518 $1,399,333
Loss before taxes (1,380,019) (448,778) (1,828,797)
Income tax provision (credit) (150,559) (477,141) (627,700)
Net income (loss) (1,223,560) 22,463 (1,201,097)
Identifiable assets 13,566,367 2,430,400 (11,994,756) 4,002,011
Investment in partnerships 0 0 0
Capital expenditures 0 0 0
Depreciation and amortization 18,325 27,538 45,863
</TABLE>
(1) Eliminations are comprised of inter-company account receivables recorded on
certain subsidiaries, which are eliminated in consolidation.
9
<PAGE>
SIGNATURES
- ----------
Pursuant to 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 thereunto duly authorized.
Besicorp Ltd., Registrant
Date: April 17, 2000 /s/ Michael F. Zinn
----------------- --------------------------
Michael F. Zinn
President
(principal executive officer)
Date: April 17, 2000 /s/ James E. Curtin
----------------- -----------------------------
James E. Curtin
Vice President and Controller
(principal accounting officer)
10
