<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 November 30, 2000
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
15,262,696
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
November 30, February 28,
2000 2000
------------------ -------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 1,479,017 $ 7,490,106
Marketable securities 1,473,000 1,199,600
Trade accounts receivable 3,989,519 4,301,512
Other receivables - related parties 7,934,436 4,625,043
Cash in escrow 2,696,689 10,422,747
Deferred tax asset 8,107,800 8,214,200
Other current assets 445,874 1,118,751
------------------ -------------------
Total current assets 26,126,335 37,371,959
Property, plant and equipment, net 131,076,221 134,811,684
Long-term receivables - WCTP 18,107,154 14,333,941
Long-term notes receivable - WCTP 57,330,535 57,330,535
Intangible assets, net 16,153,528 17,884,133
Deferred tax asset 7,112,000 6,002,000
Other assets (including advances to employees of $797,840
and $769,136, respectively) 2,320,354 2,151,979
------------------ -------------------
Total assets $ 258,226,127 $ 269,886,231
================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Project payables $ 7,902,993 $ 10,758,415
Accrued expenses and other payables 7,080,341 12,037,342
Income tax payable 249,080 933,883
Project notes payable - current portion 3,252,000 2,688,000
Net liabilities of discontinued operations 50,641,374 53,756,278
------------------ -------------------
Total current liabilities 69,125,788 80,173,918
Project notes payable 144,060,000 147,312,000
Other long-term liabilities - 654,635
Deferred revenue and other credits 2,811,250 2,941,000
------------------ -------------------
Total liabilities 215,997,038 231,081,553
Minority interest in partnership 3,276,785 2,801,860
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 15,420,820 and 15,270,156 shares, respectively 154,208 152,702
Additional paid-in capital 68,700,624 68,702,128
Accumulated deficit (27,852,229) (29,993,869)
Accumulated other comprehensive income (net of tax of $460,200
and $353,800, respectively) 893,445 686,625
------------------ -------------------
41,896,048 39,547,586
Less:
Treasury stock, at cost (158,124 shares) (1,564,713) (1,564,713)
Notes receivable - sale of common stock (463,669) (463,669)
Deferred compensation - ESOP (915,362) (1,516,386)
------------------ -------------------
Total stockholders' equity 38,952,304 36,002,818
------------------ -------------------
Total liabilities and stockholders' equity $ 258,226,127 $ 269,886,231
================== ===================
</TABLE>
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 Nine Months Ended For the Three Months Ended
November 30, November 30,
------------------------------------- ------------------------------------
2000 1999 2000 1999
----------------- ----------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Revenues $ 27,190,103 $ 13,797,731 $ 10,119,770 $ 7,195,044
Costs of revenues 16,006,937 5,843,566 6,784,648 2,664,984
----------------- ----------------- ----------------- ----------------
Gross profit 11,183,166 7,954,165 3,335,122 4,530,060
----------------- ----------------- ----------------- ----------------
Selling, general and administrative:
Power project services 1,662,323 2,003,319 445,827 735,348
General corporate expenses 5,264,021 6,349,069 1,411,784 2,333,830
----------------- ----------------- ----------------- ----------------
Total selling, general and administrative 6,926,344 8,352,388 1,857,611 3,069,178
----------------- ----------------- ----------------- ----------------
Other income (expense):
Interest income - WCTP 3,773,212 3,239,547 1,267,440 1,148,438
Interest income 503,693 1,127,849 146,587 284,339
Interest expense (13,351,536) (4,775,284) (4,456,495) (2,225,633)
Other income 6,324,375 4,515,432 2,095,102 1,645,281
Minority interest in partnership (474,926) (408,024) (159,530) (144,551)
----------------- ----------------- ----------------- ----------------
(3,225,182) 3,699,520 (1,106,896) 707,874
----------------- ----------------- ----------------- ----------------
Income from continuing operations
before income taxes 1,031,640 3,301,297 370,615 2,168,756
Benefit for income taxes: (1,110,000) (515,913) (380,000) (496,040)
----------------- ----------------- ----------------- ----------------
Income from continuing operations 2,141,640 3,817,210 750,615 2,664,796
Discontinued operations:
Loss from discontinued operations - (2,227,160) - (1,901,137)
Estimated loss on disposal (loss from
electric marketing operations) - (6,192,058) - (1,284,264)
----------------- ----------------- ----------------- ----------------
Total loss from discontinued operations - (8,419,218) - (3,185,401)
----------------- ----------------- ----------------- ----------------
Net income (loss) $ 2,141,640 $ (4,602,008) $ 750,615 $ (520,605)
================= ================= ================= ================
Comprehensive income (loss) $ 2,348,356 $ (4,602,008) $ 876,715 $ (520,605)
================= ================= ================= ================
Earnings (loss) per share - Basic:
Continuing operations $ 0.14 $ 0.26 $ 0.05 $ 0.18
Discontinued operations $ - $ (0.58) $ - $ (0.21)
----------------- ----------------- ----------------- ----------------
Total $ 0.14 $ (0.32) $ 0.05 $ (0.03)
================= ================= ================= ================
Weighted average number of common shares used
in computing basic earnings (loss) per share 15,139,011 14,591,397 15,153,137 14,881,353
================= ================= ================= ================
Earnings (loss) per share - Diluted:
Continuing operations $ 0.14 $ 0.25 $ 0.05 $ 0.18
Discontinued operations $ - $ (0.55) $ - $ (0.21)
----------------- ----------------- ----------------- ----------------
Total $ 0.14 $ (0.30) $ 0.05 $ (0.03)
================= ================= ================= ================
Weighted average number of common shares and
common share equivalents used in computing
diluted earnings (loss) per share 15,139,011 15,381,461 15,153,137 15,170,440
================= ================= ================= ================
</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 NINE MONTHS ENDED NOVEMBER 30,
<TABLE>
<CAPTION>
(Unaudited)
2000 1999
------------------- -------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income from continuing operations $ 2,141,640 $ 3,817,210
Adjustments to reconcile net income from continuing operations
to net cash used in operating activities:
Depreciation and amortization 3,567,154 628,821
Deferred taxes (1,110,000) (3,535,016)
Amortization of deferred credits (129,750) (129,750)
Amortization of deferred charges 1,730,605 1,542,578
ESOP contribution 404,671 539,260
Minority interest in partnership 474,926 408,024
Gain on sale of marketable securities (319,780) -
Changes in operating assets and liabilities:
Net increase in receivables (2,997,400) (4,386,595)
Net increase in notes receivable,
other current assets, and other assets (3,298,238) (2,769,893)
Net decrease in accounts payable, accrued
expenses, and long-term liabilities (5,415,281) (6,466,270)
Decrease in accrued taxes (684,803) (417,669)
------------------- -------------------
NET CASH USED IN OPERATING ACTIVITIES
OF CONTINUING OPERATIONS (5,636,256) (10,769,300)
------------------- -------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
OF DISCONTINUED OPERATIONS 7,621,920 (3,060,247)
------------------- -------------------
INVESTING ACTIVITIES:
Construction in progress - (45,066,699)
Deposits into cash in escrow (13,911,110) (8,153,137)
Receipts from cash in escrow 21,637,168 44,550,890
Proceeds from sale of marketable securities 359,600 -
Purchase of property, plant and equipment (2,657,584) (544,860)
------------------- -------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 5,428,074 (9,213,806)
------------------- -------------------
FINANCING ACTIVITIES:
Payment of project notes (2,688,000) -
Amounts received from ESOP - 630,000
Proceeds from exercise of stock options and warrants - 42,814
------------------- -------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
OF CONTINUING OPERATIONS (2,688,000) 672,814
------------------- -------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
OF DISCONTINUED OPERATIONS (10,736,827) 9,354,836
------------------- -------------------
DECREASE IN CASH AND CASH EQUIVALENTS (6,011,089) (13,015,703)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 7,490,106 18,280,025
------------------- -------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,479,017 $ 5,264,322
=================== ===================
</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 November 30, 2000, results of operations for the nine
and three months ended November 30, 2000 and 1999, and cash flows for the nine
months ended November 30, 2000 and 1999.
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.
Certain amounts in the Fiscal 2000 consolidated financial statements
were reclassified to conform to the Fiscal 2001 presentation. Any adjustments
that have been made to the financial statements are of a normal recurring
nature.
(2) Per Share Data
Basic earnings per share excludes dilution and is computed by dividing
income available to common shareholders by the weighted-average common shares
outstanding for the period. Diluted earnings per share reflects the weighted
average common shares outstanding plus the potential dilutive effect of
securities or contracts which are in the money and convertible to common shares,
such as options and warrants, unless antidilutive based upon income (loss) from
continuing operations. The following is a reconciliation of the number of shares
used in the basic and diluted computation of earnings per share for the nine and
three months ended November 30, 2000 and 1999:
<TABLE>
<CAPTION>
---------------------------- ------------------------------ -----------------------------
Nine Months Ended Three Months Ended
November 30, November 30,
---------------------------- --------------- -------------- -------------- --------------
2000 1999 2000 1999
---------------------------- --------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Weighted average number of
common shares outstanding 15,184,101 14,982,680 15,262,696 15,126,284
---------------------------- --------------- -------------- -------------- --------------
Average of unreleased ESOP
shares (45,090) (391,283) (109,559) (244,931)
---------------------------- --------------- -------------- -------------- --------------
Weighted average number
of common
shares outstanding - basic 15,139,011 14,591,397 15,153,137 14,881,353
---------------------------- --------------- -------------- -------------- --------------
Dilution (warrants and
options) - 790,064 - 289,087
---------------------------- --------------- -------------- -------------- --------------
Weighted average number
of common
shares and common share
equivalents
outstanding - diluted 15,139,011 15,381,461 15,153,137 15,170,440
---------------------------- --------------- -------------- -------------- --------------
</TABLE>
5
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following chart summarizes the number of options and warrants not
included in the computation of diluted earnings per share for the nine and three
months ended November 30, 2000 and 1999, as the results would have been
antidilutive. The options and warrants expire between January 2001 and July
2010.
<TABLE>
<CAPTION>
------------------------------ ---------------- --------------- ---------------- ---------------
Nine Months Ended Three Months Ended
November 30, November 30,
------------------------------ ---------------- --------------- ---------------- ---------------
2000 1999 2000 1999
------------------------------ ---------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Options and Warrants 3,765,019 1,588,266 3,765,019 3,493,956
------------------------------ ---------------- --------------- ---------------- ---------------
Price Range $1.63 to $8.00 $5.88 to $11.00 $1.63 to $8.00 $4.50 to $11.00
------------------------------ ---------------- --------------- ---------------- ---------------
</TABLE>
(3) Significant New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities", ("SFAS 133")
which requires entities to recognize all derivatives in their financial
statements as either assets or liabilities measured at fair value. SFAS 133 also
specifies new methods of accounting for hedging transactions, prescribes the
items and transactions that may be hedged, and specifies detailed criteria to be
met to qualify for hedge accounting. SFAS 133 is effective for fiscal years
beginning after June 15, 2000. The Company is currently evaluating the impact
that SFAS 133 may have on the Company's consolidated financial statements and
disclosures.
(4) Discontinued Operations
A. Natural Gas Marketing
As of February 28, 2000, North American Energy Conservation, Inc.
("NAEC") discontinued its natural gas marketing business. On March 2, 2000, NAEC
filed a voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code with the United States Bankruptcy Court for the Southern
District of New York. NAEC ceased the wholesale natural gas business as of
February 28, 2000, but continued its retail natural gas business until it sold
the retail business to Amerada Hess Corporation on April 20, 2000 for $250,000
payable between July 1, 2000 and December 31, 2000. Amerada Hess assumed all
obligations in connection with the Syracuse office and equipment leases and
hired all of the NAEC Syracuse personnel. The filing of Chapter 11 was
necessitated by an extreme credit crunch which rendered NAEC unable to purchase
natural gas to meet its commitments and unable to pay its creditors for natural
gas previously delivered.
As of February 28, 2000, the Company accounted for the NAEC wholesale
and retail natural gas marketing business as a discontinued operation, as well
as the electric marketing business, which was discontinued previously.
6
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The natural gas marketing operations of NAEC are reflected as a
discontinued operation for all periods presented. Since the fiscal year ended
February 28, 2000, revenues and associated costs of revenues for one day,
February 29, 2000, are included below. The operating results of the discontinued
operation for the nine and three months ended November 30, 2000 (which had been
accrued as of February 28, 2000), and 1999 are summarized as follows:
<TABLE>
<CAPTION>
------------------------------ ---------------- --------------- ---------------- ---------------
Nine Months Ended Three Months Ended
November 30, November 30,
------------------------------ ---------------- --------------- ---------------- ---------------
2000 1999 2000 1999
------------------------------ ---------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Revenues $ 2,734,250 $ 800,317,822 $ - $ 279,972,563
------------------------------ ---------------- --------------- ---------------- ---------------
Loss from operations $ (4,093,188) $ (3,759,166) $ (803,990) $ (1,981,337)
------------------------------ ---------------- --------------- ---------------- ---------------
</TABLE>
B. Electric Marketing
During the quarter ended August 31, 1998, unprecedented turmoil in the
electric marketing business was caused in part by widely reported failures of
certain suppliers to deliver contracted power to a multitude of utilities and
marketers, including NAEC. NAEC and many others were required to immediately
meet existing fixed price commitments. The resulting turmoil caused prices to
immediately increase from normal prices in the range of $30 per megawatt hour to
as much as $7,000 per megawatt hour.
Repercussions from the suppliers' failures caused continuing
instability throughout the summer, as market participants found themselves with
unbalanced portfolios and a shortage of available sources. NAEC met many of its
commitments at substantially increased cost.
As a result, in August 1998, York determined that NAEC should
discontinue the electric marketing business due to the volatility, lack of
liquidity and unacceptable risk parameters. Operations ceased in December 1999,
when all commitments were met.
The electric marketing operations of NAEC are reflected as a
discontinued operation for all periods presented. The operating results of the
discontinued operation are summarized as follows:
<TABLE>
<CAPTION>
------------------------------ ---------------- --------------- ---------------- ---------------
Nine Months Ended Three Months Ended
November 30, November 30,
------------------------------ ---------------- --------------- ---------------- ---------------
2000 1999 2000 1999
------------------------------ ---------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Revenues $ - $ 55,973,668 $ - $ 14,898,341
------------------------------ ---------------- --------------- ---------------- ---------------
Loss from operations $ - $ (9,192,058) $ - $ (2,919,280)
------------------------------ ---------------- --------------- ---------------- ---------------
</TABLE>
7
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
C. Net liabilities of discontinued operations
As of November 30, 2000, net liabilities of discontinued operations
consisted mainly of trade accounts receivable, trade accounts payable and
liquidated damages alleged to be owed to certain gas suppliers.
In addition NAEC also maintained a line of credit that is
collateralized by all of the assets of NAEC and is guaranteed by the Company.
The line of credit bears interest at 1/2% per annum over the prime rate.
(5) Income Taxes
For the nine and three months ended November 30, 2000, the Company
recognized a tax benefit of $1,330,000 and $330,000, respectively, related to
federal wind tax credits generated by the Big Spring facility. For the nine and
three months ended November 30, 1999, the federal wind tax credits were
$1,389,000 and $450,000, respectively.
(6) Contingencies
Previously reported legal actions against the Company based upon
guarantees of NAEC obligations have either been discontinued or are not being
prosecuted by mutual consent. All remaining plaintiffs have executed a
settlement agreement which was approved by the bankruptcy court on January 8,
2001. The Company anticipates that the remaining actions will now be
discontinued. The settlement agreement calls for the Company to settle these
obligations with the formation of a trust to be funded by May 1, 2001, or as
extended by agreement, through a combination of an initial cash payment of
approximately $13 million, six million shares of common stock which would be
sold over time under controlled conditions to liquidate the obligations, and a
carried interest in the Company's net available cash flow, as defined, which
will be used to the extent the sale of the common stock is insufficient to
liquidate all obligations. In addition, NAEC's lender for the line of credit has
reached an accommodation with the Company pursuant to which it has agreed not to
oppose the entry of an injuction preventing it from pursuing its litigation
against the Company. Such litigation is therefore stayed. Included in NAEC's
estimate of its total pre-petition obligations, NAEC has accrued its estimate of
the maximum liability to these creditors as well as to the lender for the line
of credit.
8
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
The Company's business is Greenpower, which includes developing,
constructing and operating Greenenergy production facilities, including those
that utilize natural gas as fuel to produce thermal and electric power
("cogeneration") or renewable energy projects primarily converting wind energy
into transmittable electric power.
Within our Greenpower business, we have five currently operating
facilities: in New York City, the 38MW Warbasse cogeneration facility (the
"Warbasse facility") and the 286MW Brooklyn Navy Yard cogeneration facility (the
"BNY facility"); in Big Spring, Texas, a 34MW wind energy facility (the "Big
Spring facility"), and a 6.6MW wind energy facility (the "West Texas project");
and a 225 MW natural gas fueled power project in the Republic of Trinidad and
Tobago (the "Trinidad project"). Other power projects are in earlier stages of
development.
On March 2, 2000 North American Energy Conservation, Inc. ("NAEC"), an
85% owned subsidiary of the Company, filed a voluntary petition under Chapter 11
of the United States Bankruptcy Code with the United States Bankruptcy Court for
the Southern District of New York. As of February 28, 2000, the Company
accounted for NAEC's wholesale and retail natural gas marketing business as a
discontinued operation, as well as the electric marketing business, which was
discontinued previously. On April 20, 2000 NAEC sold its retail natural gas
marketing business to Amerada Hess Corporation.
Liquidity and Capital Resources
Overview
The Company finances initial development of a projects' cash needs from
its own funds. When a project is determined to be feasible, the Company will
generally seek to finance construction through some form of non-recourse project
financing. Once a project is operational, any additional capital requirements
are expected to be met by the operations of the facility. In addition, the
Company may finance future projects through the sale of partial interests (or in
some cases significant interests) or other financing techniques. For example,
construction of the West Texas project was financed by a capital contribution of
the limited partner in this project.
General corporate and pre-financing project development and negative
working capital needs have historically been met by the cash flow derived from
the power projects. However, unless the Company is successful in the
restructuring described below, there can be no assurance that it will have
sufficient working capital to meet its obligations.
As of March 2, 2000 NAEC estimated that the total third party
obligations that would be the subject of the Chapter 11 proceedings approximated
$66 million. Of this amount approximately $25.6 million represents liquidated
damages alleged to be owed to certain natural gas suppliers. York has guaranteed
approximately $46 million of total pre-petition debt of NAEC, although the total
guaranteed amount could change as additional information is obtained. York and
NAEC have conducted extensive discussions with both the guaranteed and
non-guaranteed creditor groups and have arrived at a settlement agreement, which
was approved by the bankruptcy court on January 8, 2001. The Company will settle
these obligations with the formation of a trust to be funded by May 1, 2001, or
as extended by agreement, through a combination of an initial cash payment of
approximately $13 million, six million shares of common stock which would be
sold over time under controlled conditions to liquidate the obligations, and a
carried interest in the Company's net available cash flow, as defined, which
will be used to the extent the sale of the common stock is insufficient to
liquidate all obligations.
9
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the Company`s Current Report on Form 8-K dated
March 2, 2000 for a complete description of the background and circumstances
surrounding the NAEC filing. As a result of the bankruptcy filing, all actions
against NAEC are stayed.
York has retained Credit Suisse First Boston ("CSFB") to help explore
strategic financing alternatives for certain York domestic and international
power projects. If these efforts are successful, York expects to utilize a
portion of the net proceeds (after redeeming the existing senior secured
portfolio bonds), to fund the settlement agreement regarding its NAEC related
liabilities, and the balance to fund continuing project development and for
general corporate purposes.
There can be no assurance that the settlement agreement referred to
above reached with the creditor groups will receive final bankruptcy court
approval and will culminate in an agreement to resolve NAEC's liabilities or
York's obligations with respect thereto. There also can be no assurance that
CSFB's efforts on behalf of the Company will be successful.
General
During the nine months ended November, 2000, cash and cash equivalents
decreased approximately $6 million. Cash used in operating activities of
continuing operations was approximately $5.6 million.
During the nine months ended November 30, 2000, investing activities
provided approximately $5.4 million. Net cash flow from the escrow accounts was
approximately $7.7 million. The Company purchased approximately $2.7 million of
property, plant and equipment utilizing cash received from the escrow accounts.
During the nine months ended November 30, 2000, financing activities
used approximately $2.7 million for a principal payment on the project notes.
Results of Operations
2000 Compared to 1999
Revenues include the sale of electric energy to utility customers by
the Big Spring and Trinidad projects. Revenues also include power project
services such as engineering services, fuel procurement and other services. Cost
of revenues include fuel, payroll, depreciation and other operations and
maintenance costs. Revenues increased approximately $13,392,000 and $2,925,000,
respectively, and cost of revenues increased approximately $10,163,000 and
$4,120,000, respectively, when comparing the nine and three months ended
November 30, 2000 to the nine and three months ended November 30, 1999. These
increases are primarily the result of the commencement of operations of the
Trinidad project in September 1999 and increased revenues and related costs of
fuel for the Warbasse facility.
The Big Spring project revenues increased approximately $621,000 and
$26,000, respectively, and cost of revenues increased approximately $1,841,000
and $890,000, respectively, when comparing the nine and three months ended
November 30, 2000 to the nine and three months ended November 30, 1999. These
increases are primarily the result of full commercial operation being achieved
in December 1999. Of the increase in cost of revenues, approximately $1,095,000
and $364,000, respectively, relates to depreciation. Depreciation commenced
January 1, 2000.
10
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Trinidad project revenues increased approximately $9,588,000 and
$269,000, respectively, and cost of revenues increased approximately $3,299,000
and $675,000, respectively, when comparing the nine and three months ended
November 30, 2000 to the nine and three months ended November 30, 1999. These
increases are due to the commencement of operations of the Trinidad Project in
September 1999. Of the increase in cost of revenues, approximately $1,791,000
and $262,000, respectively, relates to depreciation. Depreciation commenced
October 1, 1999. The Trinidad project has no fuel risk because the government
provides all the fuel utilized by the project.
Selling, general and administrative expenses decreased approximately
$1,426,000 and $1,212,000 respectively, when comparing the nine and three months
ended November 30, 2000 to the same periods in the prior year. These decreases
were primarily due to reduced payroll and employee benefit costs, a reduction in
professional fees and various other costs.
Interest income decreased approximately $624,000 and $138,000,
respectively, when comparing the nine and three months ended November 30, 2000
to the nine and three months ended November 30, 1999 due to decreased levels of
cash available for investment resulting principally from payments on
construction of the Trinidad and Big Spring projects. Interest income - WCTP
increased approximately $534,000 and $119,000, respectively, due to increases in
the variable interest rate charged.
Interest expense increased approximately $8,576,000 and $2,231,000,
respectively, when comparing the nine and three months ended November 30, 2000
to the nine and three months ended November 30, 1999. The increase was primarily
caused by the impact of capitalizing construction period interest of
approximately $8,632,000 and $1,978,000, respectively, in the nine and three
months ended November 30, 1999.
Other income increased approximately $1,809,000 and $450,000,
respectively, when comparing the nine and three months ended November 30, 2000
to the same periods in the prior year. The increase for the nine months was
primarily due to an increase in royalty fees from BNYLP of approximately
$1,358,000 and a gain on sale of marketable securities of approximately
$320,000. The increase for the three months was primarily due to higher royalty
fees of approximately $429,000.
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YORK RESEARCH CORPORATION AND SUBSIDIARIES
PART II
ITEM 1. Legal Proceedings
Previously reported legal actions against the Company based
upon guarantees of NAEC obligations have either been discontinued or
are not being prosecuted by mutual consent. All remaining plaintiffs
have executed a settlement agreement which was approved by the
bankruptcy court on January 8, 2001. The Company anticipates that the
remaining actions will now be discontinued. In addition, NAEC's lender
for the line of credit has reached an accommodation with the Company
pursuant to which it has agreed not to oppose the entry of an injuction
preventing it from pursuing its litigation against the Company. Such
litigation is therefore stayed. Included in NAEC's estimate of its
total pre-petition obligations, NAEC has accrued its estimate of the
maximum liability to these creditors as well as to the lender for the
line of credit (see Note 6).
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 November 30, 2000.
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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: January 16, 2001 /s/ Robert M. Beningson
-------------------------
Robert M. Beningson
Chairman of the Board and
President
Dated: January 16, 2001 /s/ Michael Trachtenberg
------------------------
Michael Trachtenberg
Executive Vice President
and Chief Financial and
Accounting Officer
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