<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1996
----------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
------------ -------------
Commission file number 0-72
--------
York Research Corporation
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED)
Delaware 06-0608633
- --------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
280 Park Avenue, Suite 2700 West, New York, New York 10017
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 557-6200
-----------------
- --------------------------------------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
Indicate by check whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities and 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 close of the period covered by this report
13,710,057.
- ----------
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
August 31, February 28,
1996 1996
------------ *
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash $3,278,366 $5,530,190
Service and other receivables - WCTP 6,450,192 1,696,583
Engineering and other service receivables - BNYLP 2,653,428 137,915
Other receivables-NAEC 319,649 600,000
Deferred tax asset 684,000 684,000
Other current assets (including advances to employees and
directors of $74,600 and $32,775, respectively) 322,210 204,728
------------ ------------
Total current assets 13,707,845 8,853,416
Property, plant and equipment, net 417,137 353,755
Construction in progress - WCTP (Note 4) -- 24,726,114
Long-term note receivable - WCTP (Note 4) 49,490,535 22,711,978
Advances to minority partner 2,000,000 2,000,000
Other assets (including advances to an employee and a director
of $605,267 and $627,267, respectively) 932,455 979,094
Excess of investment over net assets acquired, net 357,626 377,312
------------ ------------
Total assets $66,905,598 $60,001,669
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts and notes payable $2,399,735 $1,209,978
Accrued expenses 1,705,304 1,443,149
Accrued income taxes 820,934 144,342
------------ ------------
Total current liabilities 4,925,973 2,797,469
Due to SBCC 19,982,000 20,232,000
Other long-term liabilities 675,877 684,833
Deferred revenue and other credits 3,460,000 3,460,000
------------ ------------
Total liabilities 29,043,850 27,174,302
Commitments and contingencies
Stockholders' equity
Common stock, Class A, $.01 par value; authorized 10,000,000
shares; none issued -- --
Common stock, $.01 par value; authorized 50,000,000 shares; issued
13,757,181 and 13,329,778 shares, respectively 137,572 133,298
Additional paid-in capital 55,653,682 54,230,850
Accumulated (deficit) (8,362,132) (11,905,661)
------------ ------------
47,429,122 42,458,487
Less:
Treasury stock, at cost (47,124 shares) (706,401) (706,401)
Notes receivable - sale of common stock (7,960,312) (7,539,787)
Deferred compensation - ESOP (900,661) (1,384,932)
------------ ------------
Total stockholders' equity 37,861,748 32,827,367
------------ ------------
Total liabilities and stockholders' equity $66,905,598 $60,001,669
------------ ------------
------------ ------------
</TABLE>
* Derived from audited financial statements as of February 28, 1996
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
For the Six For the Three
Months Ended August 31, Months Ended August 31,
------------------------------- -------------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Services $5,571,081 $2,114,933 $1,546,315 $1,067,334
Development and other fees 3,650,000 3,941,688 3,650,000 2,316,672
----------- ----------- ----------- -----------
Total revenues 9,221,081 6,056,621 5,196,315 3,384,006
----------- ----------- ----------- -----------
COSTS AND EXPENSES:
Cost of services 3,006,090 2,085,318 1,509,341 1,059,561
Selling, general and administrative 3,246,799 3,195,846 1,681,545 1,583,453
Interest and other (income) expense (1,595,337) (1,210,864) (838,078) (605,102)
Minority interest in consolidated partnership -- 500,000 -- 500,000
----------- ----------- ----------- -----------
Total costs and expenses 4,657,552 4,570,300 2,352,808 2,537,912
INCOME (LOSS) BEFORE INCOME TAXES 4,563,529 1,486,321 2,843,507 846,094
Provision for income taxes 1,020,000 100,000 660,000 50,000
----------- ----------- ----------- -----------
NET INCOME (LOSS) $3,543,529 $1,386,321 $2,183,507 $796,094
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net income per common share - primary: $0.24 $0.12 $0.14 $0.07
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net income per common share - fully diluted: $0.24 $0.12 $0.14 $0.07
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Weighted average number of common shares and
common share equivalents: 15,431,067 14,671,738 15,451,851 14,741,158
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED AUGUST 31,
<TABLE>
<CAPTION>
1996 1995
----------- -----------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income from operations $3,543,529 $1,386,321
Adjustments to reconcile net income from operations to
net cash generated by (used in) operating activities:
Depreciation and amortization 64,022 184,085
Amortization of deferred credits -- (392,633)
ESOP contribution 220,326 206,458
Changes in operating assets and liabilities:
Increase in service receivables (7,269,122) (448,343)
Increase in construction in progress (2,052,443) (2,117,218)
Net increase (decrease) in notes receivable, other current
assets, and other assets 209,508 (264,792)
Net decrease in accounts payable, accrued
expenses and long-term liabilities 1,196,803 (795,699)
Increase (decrease) in accrued taxes 676,592 (20,514)
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (3,410,785) (2,262,335)
----------- -----------
INVESTING ACTIVITIES:
Purchase of machinery and equipment (107,718) (73,568)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (107,718) (73,568)
----------- -----------
FINANCING ACTIVITIES:
Amounts received from ESOP 400,000 1,374,000
Payments on capital leases (3,847) (8,569)
Proceeds from exercise of stock options and warrants 870,526 865,725
----------- -----------
NET CASH GENERATED BY FINANCING ACTIVITIES 1,266,679 2,231,156
----------- -----------
DECREASE IN CASH (2,251,824) (104,747)
CASH AT BEGINNING OF PERIOD 5,530,190 1,767,495
----------- -----------
CASH AT END OF PERIOD $3,278,366 $1,662,748
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) GENERAL
In the opinion of management, the accompanying consolidated, unaudited
financial statements contain all adjustments necessary to present fairly York
Research Corporation and Subsidiaries' ("York" or the "Company") consolidated
financial position as at August 31, 1996 and results of operations for the six
and three months ended August 31, 1996 and 1995, and cash flows for the six
months ended August 31, 1996 and 1995.
Certain financial information which is normally included in financial
statements prepared in accordance with generally accepted accounting principles,
but which is not required for interim reporting purposes, has been condensed or
omitted. The accompanying financial statements need to be read in conjunction
with the financial statements and notes thereto included in the Registrant's
Form 10-K.
Any adjustments that have been made to the financial statements are of a
normal recurring nature. Certain amounts in the February 28, 1996 balance sheet
were reclassified to conform with the August 31, 1996 presentation.
(2) PER SHARE DATA
Per share data is based on the weighted average number of common shares and
common share equivalents (warrants and options) outstanding during the quarter,
calculated using the modified treasury stock method.
Six Months Ended Three Months Ended
-------------------------- -------------------------
August 31, August 31,
-------------------------- -------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
Weighted average number
of shares outstanding 13,425,010 12,740,384 13,671,170 12,801,484
Average of unreleased
ESOP shares (898,318) (1,270,552) (941,899) (1,262,232)
Dilution (warrants
and options) 2,904,375 3,201,906 2,722,580 3,201,906
----------- ----------- ----------- -----------
Weighted average number
of common share and
common share
equivalents 15,431,067 14,671,738 15,451,851 14,741,158
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
(3) CERTAIN WARRANTS
The Company, while denying any liability, and in the opinion of management,
in order to avoid a protracted and costly litigation, settled in May 1993 a
class action lawsuit which shareholders brought against the Company and certain
directors and officers of York. Pursuant to the terms of the settlement, in
March 1995, the Company issued to the members of the class warrants to purchase
600,000 shares of its common stock at $8.00 ("Class A Warrants") per share and
warrants to purchase 180,000 shares of its common stock at $6.15 ("Class B
Warrants") per share (collectively the "Warrants"). The Class A Warrants
expired on November 1, 1995. When the
-5-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Class A Warrants expired, the holders of such warrants became entitled to and
did surrender them for $6.9 million drawn under a letter of credit which had
been posted on February 16, 1995 by Edison Mission Energy, which is recourse
only to future distributions from BNYLP, if any. The Class B Warrants remain
outstanding except that at August 31, 1996, 7,544 Class B Warrants had been
exercised. Under the terms of the settlement other principal provisions of the
Warrants include the following:
(i) The Company has the right to redeem the Class B Warrants in whole or in
part for $11.50 per warrant.
(ii) The Company has the right to reduce the Class B Warrant exercise
price in its discretion (the "adjusted exercise price").
(iii) Unless the Class B Warrants have previously been redeemed or
accelerated the warrants may be exchanged by the holders thereof on the
Expiration Date for $11.50 in cash per warrant (the "Surrender Price").
(iv) All unexpired Class B Warrants may no longer be exchanged for the
Surrender Price if the closing price of the Company's stock on NASDAQ shall
have equaled or exceeded the exercise price or adjusted exercise price of the
warrants plus $11.50 on at least seventy-five of ninety consecutive trading
days at any time prior to the Expiration Date.
(v) The Surrender Price of the Class B Warrants was collateralized by a 35%
limited partnership interest in Brooklyn Navy Yard Cogeneration Partners, L.P.
("BNYLP") held by B-41 Associates, L.P. This limited partnership interest will
be released when it is replaced by a letter of credit or if the event described
in (iv) above occurs. When the new warrants referred to in (vi) below were
issued, the collateral was reduced to a 17 1/2% limited partnership interest.
(vi) On March 18, 1996, the Company agreed with counsel for the Class Action
litigants to issue up to 180,000 new Warrants to holders of Class B Warrants as
consideration for an extension until December 31, 1996 of the obligation of
B-41LP to provide a letter of credit (in an amount up to $1,984,000) to secure
the Surrender Price of the remaining Class B Warrants. Court approval of the
agreement was given on June 4, 1996. 119,500 and 60,000 new warrants were
issued on September 27, 1996 and October 4, 1996, respectively, and the shares
issuable upon exercise of such warrants have been registered. The new warrants
will have a term of two years, an exercise price of $6.50 per share and will not
have any provisions for surrender or collateral.
(4) COMPLETION OF WARBASSE FACILITY
On August 1, 1996, the Warbasse Facility was transferred by Cogeneration
Technologies, Inc. ("CTI") to Warbasse-Cogeneration Technologies Partnership,
Inc. ("WCTP"), in exchange for a Note Receivable
-6-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
of $28,808,535. The Note Receivable represents the total construction cost of
the facility plus (1) the unpaid balance of approximately $1,530,000 in Other
long-term receivables-WCTP, which relate to operation and maintenance services
performed for WCTP in prior periods and (2) a $500,000 payment made to WCTP in
lieu of a performance bond and (3) an accrual for the remaining construction
tasks which generally relate to improving efficiency. Therefore, the caption
Long-term note receivable-WCTP on the balance sheet consists of:
B-41LP note $20,682,000
CTI note 28,808,535
-----------
$49,490,535
-----------
-----------
(5) SERVICES AGREEMENT
In the quarter ended August 31, 1996, the Company recorded $3,650,000 of
fees for services rendered through August 31, 1996 to WCTP and RV Associates
L.P. ("RVA"), two partnerships of which RRR'S Ventures Ltd., a company
controlled by the Company's chairman, is the general partner. This amount was
included in Development and other fees. These fees were recorded pursuant to a
services agreement between WCTP, RVA, CTI and York. The services include
ongoing negotiations of consolidation agreements with Con Edison and Edison
Mission Energy, aiding in resolving various contract issues concerning WCTP's
and RVA's power purchase agreements with Con Edison, and various issues related
to the progress of the Brooklyn Navy Yard Project.
The $3,650,000 recorded in the quarter ended August 31, 1996 is payable in
three installments through January 1997. $1,000,000 of this amount, representing
the first installment, was received subsequent to August 31, 1996.
The agreement calls for an additional $3,850,000 to be earned in the
quarter ended November 30, 1996 with similar payment terms. The agreement
further contains a provision for services to be rendered and a fee to be earned
in the quarter ended February 28, 1997 based on the level of various activities.
(6) ACQUISITION OF NAEC
On September 16, 1996, the Federal Energy Regulatory Commission issued an
order authorizing the acquisition of an 85% equity interest in North American
Energy Conservation Inc. by York. The legal and accounting details of the
acquisition are being finalized and it is expected to be completed shortly.
-7-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION & RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
BROOKLYN NAVY YARD PROJECT
Brooklyn Navy Yard Cogeneration Partners, L.P. ("BNYLP"), a joint venture,
was formed on October 19, 1992. BNYLP is owned and controlled equally by a
subsidiary of Edison Mission Energy ("Mission"), which is a wholly owned
subsidiary of SCE Corp., and a limited partnership, B-41 Associates,
L.P.("B-41LP"), in which the Company is a majority partner.
The Company and Mission previously estimated the total capital costs of the
Brooklyn Navy Yard ("BNY") Facility, when completed, to be approximately
$420,000,000. Due to an expansion of the construction scope and the resulting
delays, it is likely that this estimate will be exceeded by approximately 10% to
15%, including capitalized interest during construction. On December 22, 1995,
the New York City Industrial Development Agency (the "IDA") issued $253,925,700
of Industrial Development Revenue Bonds for the purpose of financing certain
costs incurred through that date in constructing and developing the BNY
Facility. These bonds are recourse to a letter of credit ("LOC") in like
amounts arranged by Mission, which LOC is in turn supported by a Mission
guarantee. BNYLP has agreed to reimburse Mission if the guarantee is called,
out of future cash flow as and if available. The proceeds of this bond sale
were used to reimburse Mission for a portion of its construction loans and to
reimburse the Company for engineering and other costs that had been expensed in
prior periods and for services that have been performed by the Company.
In March, 1996, the project delivered initial test quantities of power to
Con Edison, equivalent to existing contract capacity. Construction is still in
progress and it is likely that the portion of construction not funded by the IDA
Bonds will be complete prior to the receipt of additional third party financing.
As a result, Mission is likely to fund all remaining construction costs, or to
be required to provide additional guarantees to secure project financing. The
Company has no obligation to fund the project or provide guarantees and all
obligations incurred by BNYLP to date are non-recourse to the Company.
Pursuant to the provisions of the partnership agreement, Mission retains
the right, because it has spent in excess of $13,258,043 in development costs,
to take all the votes on the Management Committee that controls the day to day
operations of BNYLP. Mission has informed B-41LP that they have incurred gross
costs in excess of $400,000,000 through August 31, 1996 for this project. If
Mission decides to exercise its right to cast all votes on the BNYLP Management
Committee, B-41LP still remains a 50% general and limited partner in the Navy
Yard project and retains all its other rights, and Mission retains all its
funding and other obligations to the Project and B-41LP.
-8-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION & RESULTS OF OPERATIONS
Like other large projects of this nature, the BNY cogeneration project is
subject to various risks. There can be no assurance that the facility, when
completed, will operate at sufficient levels to cover all operation and
maintenance expenses and debt service. The Company has no liability for any
such shortfalls.
WARBASSE PROJECT
In September 1994, the Company resumed full operations of the Warbasse
facility, and since that date has supplied, on a continuous basis, all the
electric and thermal needs of the host, Amalgamated Warbasse Houses, Inc.
("AWH"), and is supplying up to the full capacity requirements of its electric
power contract with Consolidated Edison Company of New York, Inc., when
dispatched.
The Company has substantially completed the Warbasse project, and
transferred the facility to Warbasse-Cogeneration Technologies Partnership L.P.
on August 1, 1996. The Company expects to spend up to $1,700,000 during the
next year, on certain remaining items which were accrued at the time of
transfer.
GENERAL
Cash used in operating activities during the six months ended August 31,
1996 was approximately $3,411,000, as compared to approximately $2,262,000 used
during the six months ended August 31, 1995. During the current period, net
income from operations provided approximately $3,544,000, but this was offset by
an increase in service receivables of approximately $7,269,000. During the six
months ended August 31, 1995, the majority of cash used in operating activities
was spent on construction in progress, approximately $2,117,000.
During the six months ended August 31, 1996, cash generated by financing
activities was approximately $1,267,000, as compared to approximately $2,231,000
during the six months ended August 31, 1995. During the current period,
approximately $871,000 was generated by the exercise of stock options and
warrants, and $400,000 was received from the York Research Corp. Employee Stock
Ownership Plan ("ESOP") in repayment of demand purchase money loans. During the
six months ended August 31, 1995, $866,000 was provided by the exercise of stock
options and warrants, and $1,374,000 was received from the ESOP in repayment of
demand purchase money loans.
In the six and three months ended August 31, 1996, the Company's Canadian
subsidiary, York Research Canada Inc., incurred approximately $567,000 and
$228,000, respectively, of selling, general and administrative expenses and
expenses incurred in developing new wind energy projects.
-9-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION & RESULTS OF OPERATIONS
The Company has signed an agreement with NAEC which provides for the
Company to be reimbursed for all costs associated with its activities related to
NAEC, a company owned by the Company's Chairman. The Company recognized
approximately $320,000 and $300,000 as a reimbursement of costs during the six
and three months ended August 31, 1996. On September 16, 1996, NAEC received
approval from the Federal Energy Regulatory Commission for the acquisition by
York of 85% of the equity of NAEC. The acquisition is expected to be completed
shortly.
The Company has no significant capital commitments, other than the
remaining items related to the Warbasse facility.
RESULTS OF OPERATIONS
Total revenues increased approximately $3,164,000 and $1,812,000 when
comparing the six and three months ended August 31, 1996 to the corresponding
periods in 1995. Services revenues increased approximately $3,456,000 and
$479,000 for the six and three months ended August 31, 1996, respectively. The
increase in the six month period was principally due to the recognition in the
quarter ended May 31, 1996 of an agreement with BNYLP to reimburse B-41LP
$2,500,000 for certain engineering and other costs that had been expensed in
prior periods. Service revenues rose approximately $900,000 and $434,000,
respectively, for the six and three months ended August 31, 1996, as a result of
increased billings to WCTP due to elevated fuel costs, additional purchases of
supplies, spare parts, etc., and increased overhead allocations. Development
and other fees decreased approximately $292,000 and increased approximately
$1,333,000, respectively, as a result of the following: (1) $3,000,000 of
development fees paid in the six months ended August 31, 1995 and $2,000,000 of
development fees paid in the three months ended May 31, 1995, by Mission to
B-41LP to, among other things, compensate B-41LP for certain services rendered
caused decreases in the respective periods and (2) an increase of $3,650,000 in
both periods for services rendered to WCTP and RVA (see Note 5) and (3) power
brokerage fees from NAEC decreased $675,000 and $250,000, respectively, since
none were earned in the current periods.
Cost of services to WCTP, which include fuel and other operations and
maintenance costs, during the six and three months ended August 31, 1996,
increased approximately $921,000 and $450,000, respectively, compared to the six
and three months ended August 31, 1995, commensurate with services revenues from
WCTP.
Selling, general and administrative expenses increased approximately
$51,000 and $98,000, respectively, when comparing the six and three months ended
August 31, 1996 to August 31, 1995. Insurance costs decreased approximately
$107,000 for the six and three months ended August 31, 1996, due to increased
allocation of insurance to WCTP based on the level of activity. Engineering and
other costs allocated to cost of services
-10-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION & RESULTS OF OPERATIONS
increased by approximately $278,000 and $140,000, respectively, for the six and
three month periods based upon service revenues generated. For the six month
period, these reductions were offset by an increase in payroll and related
expenses of approximately $427,000 due to additional personnel and increased
salaries, an increase in expenses related to the Canadian subsidiary of
approximately $98,000, principally related to new project development, and
additional expense of approximately $42,000 related to public company and
corporate communications expense. For the quarter ended August 31, 1996, the
reductions were offset by an increase in payroll and related expenses of
approximately $400,000.
Interest and other income increased approximately $384,000 and $233,000,
respectively, when comparing the six and three months ended August 31, 1996 to
the same periods in 1995. This was due mainly to the receipt of $200,000 and
$50,000, respectively, from AWH, recognized as other income, in payment of
certain amounts due to Cogeneration Technologies, Inc., which were deferred in
prior years. There was also an increase of approximately $182,000 in interest
income during the six and three months ended August 31, 1996, as a result of the
note receivable from WCTP related to the sale of the Warbasse facility.
Income allocated to minority interest decreased $500,000 in both periods,
since a minority portion of development fees was recognized during the quarter
ended August 31, 1995 and none in 1996.
-11-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
PART II
ITEM 1. Legal Proceedings
None
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) There were no reports on Form 8-K filed during the three months ended
August 31, 1996.
-12-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
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.
Dated: October 10, 1996 /s/Robert M. Beningson
-------------------------
Robert M. Beningson
Chairman of the Board and
President
Dated: October 10, 1996 /s/ Michael Trachtenberg
-------------------------
Michael Trachtenberg
Executive Vice President
and Chief Financial and
Accounting Officer
-13-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS AS OF AND
FOR THE PERIODS ENDED AUGUST 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> MAR-1-1996
<PERIOD-END> AUG-31-1996
<CASH> 3,278,366
<SECURITIES> 0
<RECEIVABLES> 9,423,269
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13,707,845
<PP&E> 417,137
<DEPRECIATION> (847,117)
<TOTAL-ASSETS> 66,905,598
<CURRENT-LIABILITIES> 4,925,973
<BONDS> 0
0
0
<COMMON> 137,572
<OTHER-SE> 37,724,176
<TOTAL-LIABILITY-AND-EQUITY> 66,905,598
<SALES> 0
<TOTAL-REVENUES> 9,221,081
<CGS> 0
<TOTAL-COSTS> 3,006,090
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,563,529
<INCOME-TAX> 1,020,000
<INCOME-CONTINUING> 3,543,529
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,543,529
<EPS-PRIMARY> 0.24
<EPS-DILUTED> 0.24
</TABLE>
