SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1995 Commission file number 0-9964
BESICORP GROUP INC.
______________________________________________________________________________
(Exact name of small business issuer as specified in its charter)
New York 14-1588329
______________________________________________________________________________
(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 November 6, 1995 2,931,605
Transitional Small Business Disclosure Format Yes _____ No __X__
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS
BESICORP GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(unaudited)
<TABLE>
<CAPTION>
September 30,1995 March 31,1995
----------------- -------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 294,667 $ 695,631
Short-term investments 1,512,665 1,472,276
Trade accounts and notes receivable (less
allowance for doubtful accounts of $22,600) 415,428 724,639
Due from affiliates 69,128 118,715
Current portion of long-term notes receivable:
Others (includes interest of $26,336 and
$16,165, respectively) 99,620 88,046
Inventories 1,432,198 1,344,942
Refundable income taxes 68,954 67,906
Other current assets 181,433 108,417
----------------- ---------------
Total Current Assets 4,074,093 4,620,572
----------------- ---------------
Property, Plant and Equipment:
Land and improvements 178,804 135,000
Buildings and improvements 1,869,805 1,842,915
Machinery and equipment 905,960 816,677
Furniture and fixtures 195,441 195,441
----------------- ---------------
3,150,010 2,990,033
Less accumulated depreciation 958,888 842,656
----------------- ---------------
Net Property, Plant and Equipment 2,191,122 2,147,377
----------------- ---------------
Other Assets:
Patents and trademarks, less accumulated
amortization of $624,904 and $611,051, respectively 69,802 83,654
Long-term notes receivable:
Affiliates 559,309 560,151
Others 2,312,783 2,327,834
Deferred expense 1,004,234 932,705
Other assets 197,931 197,049
----------------- ---------------
Total Other Assets 4,144,059 4,101,393
----------------- ---------------
TOTAL ASSETS $ 10,409,274 $ 10,869,342
================= ===============
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
BESICORP GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(unaudited)
<TABLE>
<CAPTION>
September 30,1995 March 31,1995
----------------- -------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 1,304,323 $ 1,359,027
Current portion of long-term debt 115,945 89,717
Current portion of accrued reserve and
warranty expense 122,836 111,218
Taxes other than income taxes 0 141,474
Income taxes payable 51,932 46,630
----------------- ---------------
Total Current Liabilities 1,595,036 1,748,066
Investment in Partnerships 2,086,446 1,312,060
Deferred Income Taxes 181,000 181,000
Deferred Revenue 690 26,477
Long-Term Accrued Reserve and Warranty Expenses 112,778 133,638
Long-Term Debt 3,508,573 3,485,082
----------------- ---------------
Total Liabilities 7,484,523 6,886,323
----------------- ---------------
Shareholders' Equity:
Common stock, $0.10 par value: authorized
5,000,000 shares; issued 3,226,646 shares
and 3,223,396 shares, respectively 322,665 322,340
Additional paid-in capital 4,566,335 4,552,129
Retained earnings (deficit) (481,538) 493,952
----------------- ---------------
4,407,462 5,368,421
Less: treasury stock at cost (286,291 shares
and 210,091 shares, respectively) (1,482,711) (1,385,402)
----------------- ---------------
Total Shareholders' Equity 2,924,751 3,983,019
----------------- ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 10,409,274 $ 10,869,342
================= ===============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
BESICORP GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three months ended September 30, Six months ended September 30,
-------------------------------- ------------------------------
1995 1994 1995 1994
-------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Product sales $ 812,868 $ 1,056,160 $ 2,165,196 $ 2,626,400
Development and management fees 50,939 665,987 119,186 886,680
Other 13,321 7,560 25,679 17,132
------------ ------------ ------------ ------------
Total Revenues 877,128 1,729,707 2,310,061 3,530,212
------------ ------------ ------------ ------------
Costs and Expenses:
Cost of product sales 760,406 853,434 1,856,199 2,043,348
Selling, general and administrative expenses 1,496,293 1,563,346 2,821,170 2,858,965
------------ ------------ ------------ ------------
Total Costs and Expenses 2,256,699 2,416,780 4,677,369 4,902,313
------------ ------------ ------------ ------------
Operating loss (1,379,571) (687,073) (2,367,308) (1,372,101)
Interest and other investment income 48,170 110,264 92,971 164,223
Interest expense (93,120) (110,288) (186,111) (186,047)
Income from partnerships 491,893 41,238 1,474,287 330,911
Other income (expense) 7,260 19,767 16,038 22,425
------------ ------------ ------------ ------------
Loss before income taxes (925,368) (626,092) (970,123) (1,040,589)
Provision (credit) for income taxes 5,000 23,000 5,366 (25,000)
------------ ------------ ------------ -------------
Net loss $ (930,368) $ (649,092) $ (975,489) $ (1,015,589)
============ ============ ============ ============
Loss per common share $ (.32) $ (.21) $ (.33) $ (.33)
============ ============ ============ ============
Weighted average number of shares outstanding 2,941 3,102 2,965 3,100
(in thousands) ============ ============ ============ ============
Dividends per common share $ NONE $ NONE $ NONE $ NONE
============ ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
BESICORP GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six months ended September 30,
--------------------------
1995 1994
----------- ----------
<S> <C> <C>
Operating Activities:
Net loss $ (975,489) $ (1,015,589)
Adjustments to reconcile net loss to net
cash used by operating activities:
Deferred taxes 0 39,000
Amortization of discounts on notes (1,098) (1,908)
(Gain) loss on sale/disposal of assets (5,443) 101,115
Depreciation and amortization 194,161 153,681
Unrealized holding gain (11,481) (16,940)
Partnership income recognized (1,474,287) (330,911)
Stock issued for compensation 0 48,000
Changes in assets and liabilities:
Accounts and notes receivable 364,218 (305,547)
Inventory (87,256) (117,647)
Accounts payable and accrued expenses (54,704) (140,203)
Taxes payable (137,220) 28,431
Other assets and liabilities, net (219,032) (527,879)
----------------- ---------------
Net cash used by operating activities (2,407,631) (2,086,397)
----------------- ---------------
Financing Activities:
Increase in borrowings 91,970 0
Repayment of borrowings (61,952) (35,473)
Purchase of common stock (97,309) (289,370)
Issuance of common stock 14,531 0
----------------- ---------------
Net cash used by financing activities (52,760) (324,843)
----------------- ---------------
Investing Activities:
Investment in partnerships 0 (374)
Distributions from partnerships 2,248,674 1,107,980
Purchases of short-term investments (1,190,591) (2,080,120)
Proceeds from sale of short-term investments 1,167,126 4,852,846
Acquisition of property, plant and equipment (165,782) (156,439)
----------------- ---------------
Net cash provided by investing activities 2,059,427 3,723,893
----------------- ---------------
Increase (decrease) in cash and cash equivalents (400,964) 1,312,653
Cash and cash equivalents - beginning 695,631 353,091
----------------- ---------------
Cash and cash equivalents - ending $ 294,667 $ 1,665,744
================= ===============
Supplemental cash flow information:
Interest paid $ 185,551 $ 181,961
Income taxes paid 1,079 1,925
Additions which were financed and not included above:
Property, plant & equipment $ 19,700 $ 0
Investment in partnerships 0 2,500,000
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
BESICORP GROUP INC. AND SUBSIDIARIES
UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. In the opinion of Management, the accompanying consolidated
financial statements contain all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly the
Company's financial position as of September 30, 1995, and March 31,
1995; the results of operations for the three-and six-month periods
ended September 30, 1995, and 1994; and the statement of cash flows
for the corresponding six-month periods.
B. The results of operations for the three- and six-month
periods are not necessarily indicative of the results to be expected
for the full year.
C. Inventories:
Inventories are carried at the lower of cost (first-in, first-out
method), or market. Inventories at September 30, 1995, and March 31,
1995, consist of:
September 30, 1995 March 31, 1995
------------------ --------------
Assembly parts $495,297 $281,545
Finished goods 936,901 1,063,397
---------- ----------
$1,432,198 $1,344,942
========== ==========
D. Deferred Expense
Deferred expenses and reimbursable costs at September 30, 1995 and
March 31, 1995 were as follows:
<TABLE>
<CAPTION>
Internal Costs Third
------------------------- -----------
Payroll Expenses Party Costs Total
-------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Balance March 31, 1995 $350,602 $57,477 $524,626 $932,705
Additions 183,074 70,169 204,396 457,639
Expensed -- -- -- --
Reimbursements -- -- (386,110) (386,110)
------- ------- ------- -------
Balance Sept. 30, 1995 $533,676 $127,646 $342,912 $1,004,234
======== ======== ======== ==========
</TABLE>
E. Investments in Partnerships
At September 30, 1995 and March 31, 1995 the balance of recorded
investment was comprised of the following:
<TABLE>
<S> <C> <C>
September 30, 1995 March 31, 1995
------------------ ----------------
Capital contributions and investments $2,971,813 $2,971,813
Partnership distributions (10,261,776) (8,013,103)
Recognized share of income 5,203,517 3,729,230
----------- ----------
$(2,086,446) $(1,312,060)
============ ============
</TABLE>
The financial position and results of operations for the partnerships
as reported in the financial statements issued by the respective
partnerships as at June 30, 1995 (unaudited) and December 31, 1994
(audited) and for the six months and year then ended were as follows:
6
<PAGE>
<TABLE>
<S> <C> <C>
Six Months Ended Year Ended
June 30, 1995 December 31, 1994
----------------- -----------------
Total Partnerships:
Assets $636,888,466 $612,195,225
Plant and Equipment 499,471,947 478,583,048
Secured Debt 603,542,357 564,434,345
Partners' Equity (Deficit) (20,517,077) (12,144,159)
Revenues 53,852,556 124,924,721
Income (Loss) (3,921,383) 7,711,604
Company's Share:
Partners' Equity (Deficit) (9,853,207) (5,963,687)
Income (Loss) (1,685,699) 3,869,846
</TABLE>
The operating assets of the partnerships secure the projects' debt,
and the expected significant losses incurred by the partnerships in
the early years of operation are funded by that debt. Consequently,
the Company, having no obligation to fund the losses or pay the
partnerships' debt, does not generally record the losses in the
financial statements. The income (loss) from partnerships, which has
been recorded on the financial statements in the amount of $1,474,287,
has been recognized on projects where income has exceeded prior
unrecognized accumulated losses, but not on partnerships or where
accumulated losses of $3,159,986 are in excess of the net investment.
F. Revenue Recognition
Revenues on sales of products are recognized at the time of shipment
of goods. Development fee revenue is recognized when deemed payable
under the agreement.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company's net loss for the three months ended September 30, 1995,
of $930,368 represents an increase in net loss of $281,276 as compared
to the three months ended September 30, 1994. The net loss for the
six months ended September 30, 1995 of $975,489 represents a decrease
in net loss of $40,100 as compared to the six months ended September
30, 1994. The factors which contributed to these changes in net
income are discussed below.
REVENUES
Consolidated
Consolidated revenues decreased by $852,579 during the three months
ended September 30, 1995 as compared to the three months ended
September 30, 1994. Consolidated revenues for the six months ended
September 30, 1995 decreased by $1,220,151 compared to the same period
last year.
Product Segment
Gross revenues attributable to the Product Segment during the three-
and six-month periods ended September 30, 1995 decreased by $243,157
and $460,934, respectively, as compared to the prior periods. During
the current three-month period, the reduction was due primarily to
decreases in sales of solar heating products of $140,249, radiant
heating products of $37,314, and solar electric products of $67,655.
The decline in solar heating sales was mainly the result of
significantly lower export shipments of domestic hot water heating
products. In Fiscal 1995 the solar electric business revenues
included several one-time power system sales, and in Fiscal 1996 the
first system of this type will be installed during the third quarter.
Solar electric commodity sales are ahead of the prior year level. The
radiant heating product sales performance is consistent with the
current decline
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<PAGE>
throughout the industry caused largely by reduced new residential
construction. The revenue shortfall for the first six months is
attributable to lower sales of solar heating products of $315,694,
radiant heating products of $74,113, and solar electric products of
$75,217. In addition to the factors outlined above, both the solar
and radiant heating product lines were adversely affected by warmer
than normal weather conditions during the first quarter of Fiscal
1996.
Project Segment
For the Project Segment, revenues attributable to development and
management fees during the current three- and six-month periods
decreased compared to the corresponding prior periods by $615,048 and
$767,494, respectively. The Company received no development fees or
expense reimbursements in excess of deferred expenses during the
current three- and six-month periods. During the three months ended
September 30, 1994, the Company recognized $400,000 in reimbursements
in excess of deferred expenses in connection with the Beaver Falls
project.
The Company anticipates that management and development fees will
continue to be lower in Fiscal 1996 than they were in Fiscal 1995.
COSTS AND EXPENSES
Costs of Product Sales
Cost of product sales for the three-month periods ended September 30,
1995 and 1994 were $760,406 and $853,434, respectively, or 94% and 81%
of revenues attributable to product sales. Cost of product sales for
the six-month periods ended September 30, 1995 and 1994 were
$1,856,199 and $2,043,348, respectively, or 86% and 78% of product
sales revenues. The increases in the cost of sales percentages are due
primarily to the plant overhead costs (labor, factory expenses and
housing) associated with the solar electric manufacturing facility,
which opened in December 1994. The costs associated with this
facility, which totaled $72,859 and $157,092 for the current three-
and six-month periods, respectively, reflect the Company's ongoing
investment in the development of solar electric technology. The cost
of sales percentages excluding these investment amounts would have
been 85% and 78% for the current three- and six-month periods,
respectively. The cost of sales percentages were also impacted by the
Segment's product sales mix because solar electric products, which
generate a significantly lower margin than the Company's other product
lines, comprised a higher percentage of the total sales compared to
the corresponding periods of the prior year.
Costs of Development and Management Fees
Other than settlement of deferred expenses in conjunction with project
closings, there are no specific costs and expenses identified with the
development and management fee revenue. Costs and expenses associated
with this segment are the normal selling, general and administrative
expenses of the Company.
Selling, General and Administrative Expenses
Consolidated
Selling, general and administrative expenses decreased by $67,053 and
$37,795 in the respective three- and six-month periods ended September
30, 1995 compared to the comparable prior periods. These represented
decreases of 4% and 1%, respectively, for the three- and six-month
periods ended September 30, 1995 from the same periods last year.
Small increases in the Project Segment were more than offset by
decreases in the Product Segment as discussed below.
Product Segment
Selling, general and administrative expenses for the Company's Product
Segment for the three-month periods ended September 30, 1995 and
September 30, 1994 were $451,080 and $535,094, or 30% and 34% of the
consolidated totals, respectively.
Selling, general and administrative expenses for the six-month periods
ended September 30, 1995 and September 30, 1994 were $923,764 and
$1,008,136, or 33%
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and 35% of the consolidated totals, respectively. The decreases in
Fiscal 1996 are due primarily to lower selling expenses, the result of
reductions in sales staff and related sales expenditures.
NON-OPERATING REVENUES AND EXPENSES
Interest and Other Investment Income
Interest and other investment income during the three- and six-month
periods ended September 30, 1995 decreased by $62,094 and $71,252,
respectively, compared to the prior periods ended September 30, 1994.
The decrease in both periods is due primarily to the Company's
decision not to record interest income on the combined loan of
$2,500,000 to the Allegany project due to ongoing litigation, as
previously disclosed. Lower balances of short-term investments also
contributed to the decrease.
Interest Expense
Interest expense for the three-month period ended September 30, 1995,
decreased by $17,168 compared to the prior three-month period ended
September 30, 1994. The higher amount incurred in the prior three-
month period was due primarily to interest expense on $2,500,000
borrowed during July 1994 from General Electric Capital Corp. which
was used to repurchase certain limited partnership interests as
previously disclosed. This was offset somewhat due to higher average
interest rates incurred during the current quarter on both the Stewart
& Stevenson, Inc. ("S&S") loan and on the mortgage on the Company's
corporate headquarters.
Income from Partnerships
During the three month- and six-month periods ended September 30,
1995, the Company recognized income of $491,893 and $1,474,287,
respectively, from its partnerships, an increase of $450,655 and
$1,143,376, respectively, over the corresponding periods of last year.
It is anticipated that certain partnerships will continue to generate
income over the balance of the year.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital decreased by $393,449 during the six
months ended September 30, 1995 from $2,872,506 to $2,479,057.
During the six-month period ended September 30, 1995 the Company
realized a decrease in cash of $2,407,631 from operating activities,
primarily due to the net loss adjusted for non-cash items of
$2,273,637, including partnership income of $1,474,287.
The Company's financing activities during the current six-month period
resulted in a net decrease in cash of $52,760 primarily as a result of
the Company's purchase of $97,309 of its common stock, including
shares purchased under the stock repurchase program, which was
partially offset by a net increase in the Company's borrowings of
$30,018.
Investing activities during the current six-month period resulted in
an increase in cash of $2,059,427 primarily as a result of the receipt
of distributions from partnerships of $2,248,674.
The Management of the Company believes that it has and will continue
to have sufficient sources of liquidity and the ability to repay all
of its financial obligations.
Financing for construction of the development projects is generally
provided by loans to the particular partnerships which are secured by
the project assets only. Except for the financing provided to the
Allegany project utilizing its line of credit under the S&S loan, the
Company generally does not incur significant capital costs associated
with construction of these projects. The Company provided financing
to the Allegany project utilizing a portion of its $3,000,000 line of
credit under the S&S loan agreement. At September 30, 1995 the
Company had $2,500,000 outstanding under this line of credit, with an
additional $500,000 available. The Company expects that its capital
requirements for operations and for project development expenses will
be met by its current cash and short-term investment position as well
as by ownership distributions from operations of the projects,
anticipated cash
9
<PAGE>
flows from development fees and expense reimbursements at project
closings, receipt of development fees payable under existing
contracts, monitoring and administrative fees received from projects
in construction or operation, and future borrowings against project
interests as available.
With respect to the development of the Krishnapatnam project in India,
on August 14, 1995, a Development Funding Agreement ("Agreement") was
entered into among BBI Power, Inc. ("BBIP"), and Power Markets
Development Company ("PMDC"), an affiliate of Pennsylvania Power and
Light Corporation. The Company is a 50% shareholder of BBIP. The
Agreement will be administered by an Executive Committee comprised of
representatives of PMDC, Continental Energy Services, Inc., Illinova
Generating Company and BBIP. The Agreement commits PMDC to provide
$2,500,000 of funding for project development and grants the right,
but not the obligation, for PMDC to purchase 20% of the equity shares
of the project and to invest amounts in excess of $25,000,000 in the
project in the form of subordinated debt or preferred equity at market
rates acceptable to BBIP, with the approval of the Executive
Committee, such that the total common equity investment and the
additional investment, if any, will not exceed the larger of
$50,000,000 or 20% of equity.
At the Company's annual shareholders' meeting in September 1993, the
shareholders approved a stock repurchase plan. Under the plan the
Company, in the discretion of Management, may purchase up to 300,000
shares of the Company's common stock. At September 30, 1995 the
Company had purchased a total of 249,450 shares of common stock at an
aggregate purchase price of $1,676,541 under the repurchase plan and
through various private transactions. Additionally, 72,500 shares
were acquired for approximately $67,000 under other agreements.
Subsequent to September 30, 1995, 13,250 additional shares have been
acquired for $118,202 under the stock repurchase plan and through
various private transactions.
The Company has no other significant capital commitments for Fiscal
1996 other than as disclosed above and in Form 10-KSB for the year
ended March 31, 1995.
PART II - OTHER INFORMATION
ITEM 1. - LEGAL PROCEEDINGS
As disclosed in previous filings, the Allegany Cogeneration Facility
was operating and supplying electrical power to Rochester Gas &
Electric ("RG&E") in accordance with a temporary restraining order
issued by the U. S. District Court for the Western District of New
York. This suit, which was filed on January 27, 1995 by the project
partnership, Kamine/Besicorp Allegany L.P. ("KBA"), was based upon
RG&E's refusal to accept power from KBA. On November 2, 1995 the
Court denied KBA's motion for a preliminary injunction, except to the
extent that RG&E has agreed to purchase power from the Company at the
current SC5 rate of approximately 2 cents. As a result of the
foregoing, on November 5, 1995, General Electric Capital Corp.
("GECC"), the construction lender, exercised certain rights under a
Pledge Agreement dated as of June 20, 1993, through which it replaced
the directors and management of the general partners of KBA, including
Beta Allegany Inc., a wholly-owned subsidiary of the Company. On
November 13, 1995, KBA filed a voluntary petition to reorganize the
business of KBA under Chapter 11 of the Bankruptcy Code. KBA as the
Debtor In Possession is presently seeking injunctive relief from the
United States Bankruptcy Court for the District of New Jersey seeking
enforcement of the power purchase agreement.
As disclosed in previous filings, a distilled water facility owned by
GECC is the steam host for this project. As originally contemplated,
Allegany Greenhouse Inc. ("AGI"), under terms of a 25-year energy
services agreement, was to operate a greenhouse as a steam host.
However, as a result of various defaults by AGI, on October 26, 1994
KBA commenced an action in New York Supreme Court, New York County,
against AGI. On September 19, 1995 KBA exercised certain rights
pursuant to the greenhouse financing agreements and replaced the
directors and management of AGI. AGI's new management is endeavoring
to assume possession and control of the greenhouse in order to
preserve the facility and protect it from winter weather. These
efforts are
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<PAGE>
in part the subject of Ammerlaan Agro-Projecten B.V.'s ("Ammerlaan")
motion for preliminary injunction, as discussed below. Management
believes that KBA has meritorious claims against AGI and meritorious
defenses against AGI's counterclaims and expects the outcome of this
lawsuit to be favorable.
As disclosed in previous filings, Ammerlaan, the contractor on the
greenhouse, initiated an action in New York Supreme Court, County of
Allegany, against, inter alia, KBA and the Company seeking to
foreclose on a lien in the amount of $4,352,976 which it filed against
KBA, AGI, Kamine Development Corp. ("KDC"), the Company, Industrial
Development Agency of Allegany County, GECC, Pooler Enterprises Inc.,
and Fillmore Gas Company, Inc. On September 25, 1995, KBA filed
counterclaims against Ammerlaan, alleging that Ammerlaan failed to
design and construct the greenhouse in accordance with the contract
specifications and applicable building codes. On November 3, 1995,
Ammerlaan filed a motion for preliminary injunction seeking to enjoin
KBA, KDC, AGI's new management, and the Company from engaging in
construction activities at the greenhouse site without Ammerlaan's
consent. On November 3, 1995, the court granted a temporary
restraining order prohibiting the foregoing parties from engaging in
such activities pending the hearing on the preliminary injunction.
Management believes that KBA has meritorious claims against Ammerlaan
and meritorious defenses to Ammerlaan's claims and believes the
outcome of this lawsuit will be favorable.
The financial statements reflect no impact with respect to the ongoing
legal actions discussed above pending the outcome of further
proceedings in the litigation.
ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 27, 1995 the Company held an Annual Meeting of
Shareholders in Kingston, New York. The shareholders voted on three
matters.
The following votes were cast for the nominees for election of
directors, and all such nominees were elected.
Michael F. Zinn 2,347,859 votes for 323,999 votes withheld
Steven I. Eisenberg 2,347,859 votes for 323,999 votes withheld
Gerald A. Habib 2,347,859 votes for 323,999 votes withheld
Harold Harris 2,347,859 votes for 323,999 votes withheld
Richard E. Rosen 2,347,859 votes for 323,999 votes withheld
Shares not voted by brokers for this item were 0.
The votes cast on the ratification of the selection of Robbins,
Greene, Horowitz, Lester & Co., LLP, as independent public accountants
for the Company for the Fiscal Year ending March 31, 1996 was as
follows:
2,423,110 shares voted for the ratification and appointment
225,053 shares voted against the ratification and appointment
23,695 shares abstained from voting
Shares not voted by brokers for this item were 0.
The votes cast on the shareholder proposal to amend the By-Laws of the
Company to include outside directors were as follows:
457,656 shares voted for the proposal
1,813,836 shares voted against the proposal
90,002 shares abstained from voting
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Shares not voted by brokers for this item were 310,364.
The first two matters voted upon were passed and the final matter
voted upon regarding an amendment to the By-Laws was not passed.
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K
(a.) Exhibit 27 Financial Data Schedule
(b.) Besicorp Group Inc. did not file any reports on Form 8-K for the
quarter ended September 30, 1995.
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 Group Inc., Registrant
Date: November 20, 1995 ___________________________
Michael F. Zinn
President and Chief Executive Officer
(principal executive officer)
Date: November 20, 1995 ___________________________
Michael J. Daley
Vice President, Chief Financial Officer and
Corporate Secretary (principal financial
and accounting officer)
12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S FORM 10-QSB AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> SEP-30-1995
<CASH> 294,667
<SECURITIES> 1,512,665
<RECEIVABLES> 438,028
<ALLOWANCES> 22,600
<INVENTORY> 1,432,198
<CURRENT-ASSETS> 4,074,093
<PP&E> 3,150,010
<DEPRECIATION> 958,888
<TOTAL-ASSETS> 10,409,274
<CURRENT-LIABILITIES> 1,595,036
<BONDS> 3,508,573
0
0
<COMMON> 322,665
<OTHER-SE> 4,084,797
<TOTAL-LIABILITY-AND-EQUITY> 10,409,274
<SALES> 2,165,196
<TOTAL-REVENUES> 2,310,061
<CGS> 1,856,199
<TOTAL-COSTS> 1,856,199
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 186,111
<INCOME-PRETAX> (970,123)
<INCOME-TAX> 5,366
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (975,489)
<EPS-PRIMARY> (.33)
<EPS-DILUTED> 0
<PAGE>
</TABLE>
