NEW WORLD POWER CORPORATION
10-Q/A, 1996-08-26
ENGINES & TURBINES
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QA

[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended: MARCH 31, 1996

                                       OR

[ ]          TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934
             For the transition period from_____________ to _______________

                         Commission file number: 0-18260

                         THE NEW WORLD POWER CORPORATION
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                  52-1659436
      (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                  Identification No.)

            558 LIME ROCK ROAD
          LIME ROCK, CONNECTICUT                              06039
 (Address of principal executive offices)                   (Zip code)

                                 (860) 435-4000
              (Registrant's telephone number, including area code)




            Indicate  by check mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant  was  required  to file such  reports),  and (2) has been  subject to
filing requirements for the past 90 days. Yes /X/ No / /.

            The number of shares outstanding of the registrant's Common Stock as
of May 31, 1996 was 11,606,835.
<PAGE>
                         THE NEW WORLD POWER CORPORATION

                          QUARTERLY REPORT ON FORM 1O-Q

                 FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 1996

                                TABLE OF CONTENTS
                                                                        PAGE NO.
                                                                        --------
                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements
              Consolidated Balance Sheets                                    3
              Consolidated Statements of Operations                          4
              Consolidated Statements of Cash Flows                          5
              Consolidated Statement of  Stockholders' Equity                7
              Notes to Consolidated Financial Statements                     8
Item 2.       Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                   9



                           PART II - OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K                              14
Signatures                                                                  15
<PAGE>
                         THE NEW WORLD POWER CORPORATION
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                            March 31, 1996   December 31, 1995
ASSETS                                                                         NOTES        (Unaudited)
                                                                               -----        ------------       ------------
<S>                                                                                          <C>               <C>     
      Current assets:
         Cash                                                                                $1,454,098        $   681,369
         Cash restricted in use                                                4              4,348,009          4,669,554
         Accounts receivable                                                                  3,106,636          4,269,360
         Inventories                                                                          1,638,060          1,871,170
         Other current assets                                                                 1,783,323          1,572,490
                                                                                            ------------       ------------
                Total current assets                                                         12,330,126         13,063,943

      Notes receivable                                                                          185,600            185,600
      Property, plant and equipment, net                                                     27,520,001         29,374,876
      Other non-current assets                                                                4,503,998          4,726,555
      Goodwill, net of accumulated amortization of $22,614 and $398,125                       1,546,724          1,549,234
      Investments                                                              2             16,557,852         16,495,495
                                                                                            ------------       ------------

                Total Assets                                                                $62,644,301        $65,395,703
                                                                                            ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY
      Current liabilities:
         Accounts payable and accrued liabilities                                            $7,671,727         $7,148,616
         Current portion of long term debt                                                   17,898,122         17,965,610
         Due to related parties                                                               4,627,870          4,627,870
         Current portion of capital lease obligations                                            89,532             83,537
                                                                                            ------------       ------------
                Total current liabilities                                                    30,287,251         29,825,633

      Long-term portion of long-term debt                                                     8,048,035          7,649,979
      Long-term portion of capital lease obligations                                             52,617             76,014
      Other non-current liabilities                                                           4,773,618          5,497,644
                                                                                            ------------       ------------
                Total liabilities                                                            43,161,521         43,049,270
                                                                                                                           

                                                                                                                           
      Minority interests in consolidated subsidiaries                          3              1,340,895          1,323,183
                                                                                                                           

      Stockholders' equity:
         Common stock $.01 par value, 40,000,000 shares authorized
                and 11,134,147 shares issued and outstanding                                    111,341            111,341
         Currency translation adjustments                                                       539,307            778,838
         Additional paid-in capital                                                          79,857,172         79,857,172
         Accumulated deficit                                                                (62,365,935)       (59,724,101)
                                                                                            ------------       ------------
                Total stockholders' equity                                                   18,141,885         21,023,250
                                                                                            ------------       ------------

                Total liabilities and stockholders' equity                                  $62,644,301        $65,395,703
                                                                                            ============       ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>
                         THE NEW WORLD POWER CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                           NOTES                    1996                    1995
                                                                           -----                    ----                    ----
<S>                                                                        <C>                  <C>                    <C>         
Operating revenue:                                                         
         Grid power production revenues                                                         $  2,186,230           $  2,120,847
         Wireless power sales                                                                      2,304,379              1,052,651
         Other products and services                                                                 251,419                324,052
                                                                                                ------------           ------------
                  Total operating  revenue                                                         4,742,028              3,497,550
                                                                                                ------------           ------------
Cost of operations:
         Grid power production                                                                     1,745,330                870,352
         Wireless power                                                                            1,847,766                693,046
         Other products and services                                                                 256,560                340,626
                                                                                                ------------           ------------
                  Total cost of operations                                                         3,849,656              1,904,024
                                                                                                ------------           ------------
Gross profit:
         Grid power production                                                                       440,900              1,250,495
         Wireless power                                                                              456,613                359,605
         Other products and services                                                                  (5,141)               (16,574)
                                                                                                ------------           ------------
                  Total gross profit                                                                 892,372              1,593,526
                                                                                                ------------           ------------
Research and development expenses                                                                        370                 28,722

Project development expenses                                                                         614,011                449,125

Selling, general and administrative expenses                                                       1,966,571              1,291,300
                                                                                                ------------           ------------
                  Operating income (loss)                                                         (1,688,580)              (175,621)
                                                                                                ------------           ------------
Other income (expense):
         Interest expense                                                                         (1,089,281)              (323,370)
         Interest income                                                                              68,207                161,110
         Net equity earnings (loss) of non-consolidated affiliates           2                        62,358                 73,808
         Minority interests in consolidated subsidiaries                     3                       (17,712)                 9,103
         Other                                                                                        43,070                442,969
                                                                                                ------------           ------------
                  Total other income (expense)                                                      (933,358)               363,620
                                                                                                ------------           ------------
Income (loss) before taxes                                                                        (2,621,938)               187,999
         Provision for income taxes                                                                   19,896                158,467
                                                                                                ------------           ------------
                  Income (loss) from continuing operations                                        (2,641,834)                29,532

(Income) loss from operations of discontinued Grid Power
         Services                                                                                          0                (76,037)

                  Net (loss) income                                                               (2,641,834)               105,569

Series B preferred stock dividend                                                                          0                 55,403
Series B preferred stock discount amortization                                                             0                 18,750
                                                                                                ------------           ------------
                  Net income (loss) attributable to common shares                               ($ 2,641,834)          $     31,416
                                                                                                ============           ============
(Loss) per common share:
         Net (loss)                                                                            ($       0.24)          $       0.00
         Series B dividend preferred stock                                                      $       0.00          ($       0.01)
         Series B discount amortization preferred stock                                         $       0.00           $       0.00
                                                                                                ============           ============
         Net (loss) attributable to common shares                                               $       0.00           $       0.00
                                                                                                ============           ============
Weighted-average number of shares                                                                 11,134,147              9,652,210
                                                                                                ============           ============
</TABLE>


See accompanying notes to consolidated financial statements


                                       4
<PAGE>
                         THE NEW WORLD POWER CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                    NOTES          1996                 1995
                                                                                    -----          ----                 ----
<S>                                                                                  <C>        <C>                   <C>     
Cash flows from operating activities:
         Net income (loss)                                                                      ($2,641,834)          $105,569
         Adjustments to reconcile net earnings to net cash
         used in operating activities:
                Depreciation and amortization                                                     1,195,745            465,167
                Amortization of goodwill                                                              2,510             20,985
                Amortization of Series B preferred stock offering costs                                   0             10,062
                Amortization of debt discount                                                       314,442                  0
                Minority interest in net income of consolidated subsidiaries          3              17,712             (9,103)
                Net equity (earnings) loss in non-consolidated affiliates             2             (62,358)           (73,808)
                Changes   in   assets   and   liabilities,   net  of  effect  of
acquisitions:
                      Decrease (increase) in accounts receivable                                  1,509,362         (1,950,933)
                      Decrease (increase) in inventories                                            233,110           (670,667)
                      (Increase) decrease in other current assets                                  (223,333)            31,535
                      Increase (decrease) in accounts payable and accrued liabilitie                523,114           (558,238)
                                                                                             ---------------     --------------

                                 Cash flows (used in) operating activities                          868,470         (2,629,431)
                                                                                             ---------------     --------------

Cash flows from investing activities:
         Capital expenditures                                                                       659,130         (4,073,307)
         Acquisition of subsidiaries, net of cash acquired                                                0         (1,268,618)
         (Increase) decrease in notes receivable, net of capital lease obligations                   (4,902)           123,961
         Investments in and advances to affiliates, including goodwill                                    0         (2,162,870)
         Decrease (increase) in non-current assets                                                  222,557         (1,421,445)
         Increase(decrease) increase in non-current liabilites                                     (724,028)            89,312
                                                                                             ---------------     --------------

                                 Cash flows (used in) investing activities                          152,757         (8,712,967)
                                                                                             ---------------     --------------

Cash flows from financing activities:
         Increase in long-term debt                                                                       0          3,705,778
         (Decrease) in due to shareholders                                                                0         (1,000,006)
         Decrease (increase) in restricted cash                                                     321,545         (1,522,600)
         Repayment of long-term debt                                                               (330,512)                 0
         Proceeds from issuance of Common Stock, net                                                      0          8,951,769
                                                                                             ---------------     --------------

                                 Cash flows provided by financing activities                         (8,967)        10,134,941
                                                                                             ---------------     --------------

Effect of exchange rate changes on cash                                                            (239,531)            95,851
                                                                                             ---------------     --------------

Net change in cash                                                                                  772,729         (1,111,606)
Cash at beginning of period                                                                         681,369          3,889,333
                                                                                             ---------------     --------------

Cash at end of period                                                                            $1,454,098         $2,777,727
                                                                                             ===============     ==============
</TABLE>

                           Continues on following page


                                       5
<PAGE>
                         THE NEW WORLD POWER CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                   (UNAUDITED)

                            Continued from prior page

<TABLE>
<CAPTION>
                                                                                                   1996                 1995
                                                                                                   ----                 ----
<S>                                                                                                <C>                <C>    
Non-cash investing and financing transactions:
         Common stock issued for majority interest in Bellacorick                                        $0           $637,500
         Series B preferred stock dividend accrual                                                        0             55,403
         Series B preferred stock discount amortization                                                   0             18,750

Supplemental  disclosure of cash flow information:
   Cash paid during the period for:
         Interest expense                                                                          $489,078            $85,389
         Income taxes                                                                                19,896              5,467
</TABLE>


See accompanying notes to consolidated financial statements.


                                       6
<PAGE>
                         THE NEW WORLD POWER CORPORATION
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                     THREE MONTH PERIOD ENDED MARCH 31, 1996
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                     Common Stock      
                                              -------------------------     Currency      Additional     Retained          Total
                                              Number          Amount of    translation     paid in       earnings
                                              of shares       Par Value    adjustments     capital       (deficit)
                                              -------------------------   ------------   ------------  -------------   ------------
<S>                                           <C>              <C>           <C>         <C>           <C>             <C>        
Balance December 31, 1995                     11,134,147       $111,341      $778,838    $79,857,172   ($59,724,101)   $21,023,250

Issuance of Common Stock                          -               -             -           -             -                 -

Currency translation adjustments on
 international subsidiaries consolidation         -               -          (239,531)      -             -               (239,531)

Net (Loss), Three month period ended
March 31, 1996                                    -               -             -           -          (2,641,834)      (2,641,834)
                                              --------------------------  ------------   ------------  -------------   ------------

Balance March 31, 1996                        11,134,147       $111,341      $539,307    $79,857,172   ($62,365,935)   $18,141,885
                                              ==========================  ============   ============  =============   ============
</TABLE>


See accompanying notes to consolidated financial statements


                                       7
<PAGE>
                           NEW WORLD POWER CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  BASIS OF PRESENTATION

            The accompanying  unaudited  consolidated  financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
presentation  of  interim  financial  information.   They  do  not  include  all
information  and  presentation  of  footnotes  required  by  generally  accepted
accounting principles for presentation of complete financial statements.  In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.

            Certain reclassifications have been made to the financial statements
for  the  period  ended  March  31,  1995  to  conform  to  the  current  period
presentation.

            The reader is referred to the  Company's  Annual Report on Form 10-K
for the year ended  December  31,  1995 for  information  which may be useful in
understanding the Company's business and financial statement presentation.

NOTE 2.  INVESTMENTS

            The  Company's   investment  in,  and  advances  to   unconsolidated
affiliates as of the balance sheet date, are as follows:

                                              1996
COMPANY                                   EQUITY CHANGE          INVESTMENTS
- -------                                   -------------          -----------
Photocomm                     48%            $ 106,359           $13,001,853
New World Entec S. A.         50%                    0
San Jacinto Power Company     50%             (44,001)                55,999
Fujian I Hydro Project        12%                    0             3,500,000
                                         --------------          -----------
               Totals                          $62,358           $16,557,852
                                         ==============          ============
                                   
            The  summarized  balance  sheets and  statements of  operations  for
Photocomm are as follows:

                                            March 31,            December 31,
                                              1996                   1995
                                              ----                   ----
BALANCE
- -------
   Current assets                           $7,048,352            $7,334,984
   Total assets                              9,441,476            10,361,409
   Current liabilities                       2,879,420             2,676,483
   Total liabilities                         3,610,951             3,069,579

                                         Three Months Ended   Three Months Ended
                                           March 31, 1996       March 31, 1995
                                           --------------       --------------
STATEMENT OF OPERATIONS
- -----------------------
   Sales                                    $4,923,100            $5,718,024
   Cost of Sales                             3,432,396             4,519,211
   Selling, General and Administrative       1,220,876             1,008,003
   Net income                                  229,424                83,540


                                       8
<PAGE>
                           NEW WORLD POWER CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3.  MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES

            The interest of minority  shareholders in consolidated  subsidiaries
are  recorded by  deducting  their  proportional  interest in the  earnings  (or
losses,  if previous  earnings have been  recognized)  of these  companies.  The
minority  interest  changes  and the total  minority  interest as of the balance
sheet date are as follows:

                             Minority         Minority          Minority
                             Interest         Share of          Interest
                                %              1996
                                             Net Income
                          ----------------  --------------   ---------------
R.E.I.L. (Bellacorick)            12 1/2%         $ 3,260        $  636,666
Solartec, S.A.                        49%          11,601           702,746
Joint Venture                     24 1/2%           2,851             1,483
                                            --------------   ---------------
               Totals                             $17,712        $1,340,895
                                            ==============   ===============

            The Company has a single  project  joint  venture  with its Solartec
subsidiary,  the Santa Fe  Project,  and the results of the  minority  share are
shown separately above.

NOTE 4. CASH RESTRICTED IN USE

            The United Kingdom and Ireland wind farms are required to accumulate
cash in escrow  accounts to pay the next principal and interest  payments before
cash flow from the wind farms is available for general corporate purposes.  Cash
balances aggregating  $1,649,748 are on deposit for these purposes,  and are not
currently  available for general corporate  purposes.  Because this cash will be
used to pay the  current  portion  of debt  and  accrued  interest,  the cash is
reported as a current asset.

            The Company has $107,634 of restricted cash representing  collateral
for outstanding letters of credit. In addition,  an amount of $2,590,627 is held
in escrow by the Company pursuant to a debt agreement.

Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS.

OVERVIEW

            The New World  Power  Corporation,  together  with its  consolidated
subsidiaries,  ("the Company")  produces and sells electric power generated from
renewable resources, including wind, solar, and hydroelectric,  and develops and
acquires  large-scale  renewable  power  generating  projects.  The Company also
assembles and sells renewable power generating systems,  including  supplemental
generating  units for  local-grid  systems  and stand  alone  systems for remote
village, industrial and scientific applications.


                                       9
<PAGE>
                           NEW WORLD POWER CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


RESULTS OF OPERATIONS

GENERAL

            The results of operations for the first quarter of 1996 and 1995 are
dramatically  different  as a  result  of the  methods  of  accounting  for  the
Company's  investment in Photocomm.  During the quarter ended December 31, 1994,
the  Company  acquired  additional  shares of common  stock and other  Photocomm
securities   (immediately  converted  to  common  stock).  As  a  result,  after
consideration of the acquisition of the additional common stock and a short-term
voting  agreement the Company had control of over 51% of Photocomm's  issued and
outstanding  common  stock  as of  March  31,  1995.  Accordingly,  the  Company
consolidated  Photocomm  into its financial  statements for the year ended March
31, 1995.

            At March 31, 1996, the Company owns  6,612,447  shares of Photocomm,
representing  less than 50% of the issued and  outstanding  shares of Photocomm.
The decrease in the Company's  ownership  percentage from March 31, 1995 results
from  various  Photocomm  equity  transactions  in  which  the  Company  did not
participate.  Additionally, the short-term voting agreement expired during 1995.
As a result of the Company no longer having a controlling interest in Photocomm,
the investment in Photocomm is being accounted for on an equity basis.

GRID POWER PRODUCTION

Revenues

            Revenues are approximately the same during the first three months of
1996 as they were for the first  three  months of 1995.  Revenues  from the U.K.
wind  farms  and REIL for the  period  ending  March 31,  1996  were  $1,779,000
co-pared to  $1,706,000  for the same  period last year.  Wind speeds were below
historical  norms  during the first three  months of 1996.  The  Company's  Four
Burrows wind farm (placed in service  March 19995)  offset the decrease from the
Caton Moor wind farm.

            The wind  patterns in the U.K.  provide the  strongest  winds during
October  through March and  complement  those  domestically  where the strongest
winds are during April through September.

            Power  production from the Wolverine  facility was up  approximately
$70,000  from March 31,  1996 as compared to March 31,  1995.  This  increase is
primarily attributable to increase water flow.

Costs

            Costs are increased  approximately $.8 million from March 31,1996 as
compared to March 31, 1995.  The increase is  primarily  attributable  to use of
accelerated  depreciation  methods  on the  U.K.  wind  farms.  Costs  from  the
Wolverine facility were approximately the same for both periods


                                       10
<PAGE>
                           NEW WORLD POWER CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Gross profit

            The current  three  month  period  shows a gross  profit of $440,900
compared  to  $1,250,495  for the same  period  last  year,  The  difference  is
primarily  attributable to the accelerated  depreciation method used on the U.K.
wind farms.

GRID POWER PRODUCTION SERVICES

            During  1995,  as a result of  continued  losses and  erosion of its
customer base, the Company  discontinued its production  services  operations in
California.  The operations,  which constituted the Grid Power Services segment,
were sold in December 1995.

WIRELESS POWER

            This photo-voltaic (solar) business segment includes Photocomm Inc.,
Solartec  S.A.,  and a part of New  World  Power  Technology  Company  (formerly
Northern  Power  Systems).  These  companies are in the business of  developing,
assembling,  and marketing  photo-voltaic  or solar  electric  power systems and
related products domestically and in South America.

Sales

            Sales  increased  approximately  $1.3 million during the first three
months  of 1996  compared  to the same  period  last  year,  which is  primarily
attributable to a $1.1 million increase in Solartec revenues.

Costs

            The cost of operations increased $1.2 million (65%) during the first
three  months of 1996 as compared to the first  three  months of 1995,  which is
primarily attributable to an increase of $.9 million reported by Solartec.

OTHER PRODUCTS & SERVICES

            This  category  includes  the New  World  Power  Technology  Company
(non-solar  segment),  which provides  scientific,  engineering,  and technology
services to both the Company and outside businesses and governmental units.

            This  category  also  includes the New World  Village  Power Company
which continues to be in a development  stage, but for which the Company expects
future  growth.  This  business  unit  provides  stand  alone  power  generation
facilities for remote villages.  Village Power  generation  facilities may vary,
but generally  consist of some combination of wind, solar, and diesel generation
units.


                                       11
<PAGE>
                           NEW WORLD POWER CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


            Sales and revenues  decreased  approximately  22%,  while costs have
decreased by approximately 24%,  principally due to additional costs incurred in
the later stages of the Advanced Wind Turbine  program,  a joint effort with the
National Renewable Energy Laboratory.  The result is a loss of $5,141,  compared
to a loss in the three month period of 1995 of $16,574.

RESEARCH & DEVELOPMENT

            This is  related  principally  to the  New  World  Power  Technology
Company above,  and therefore is likely to continue to be a declining  amount as
more resources are devoted to the Company's own business activities.

PROJECT DEVELOPMENT EXPENSES

            These  expenses are slightly above those of last year as the Company
continues  to focus on those  projects  most  likely  to lead to  financing  and
construction  in the reasonably  near future while  expensing  those costs where
future development is not expected.  Deferred project  development  expenses are
delineated in the LIQUIDITY & CAPITAL RESERVES section.

            In early 1996, the Company made certain  additional cost reductions,
which are discussed in the Company 10-K.

SELLING, GENERAL & ADMINISTRATIVE EXPENSES

            This category of expense decreased  approximately  $316,922 from the
corresponding period last year. This 14% decrease was primarily attributable tot
he deconsolidation  of Photocomm  (approximately $1 million) offset by increased
corporate professional fees and other expenses of $375,000.

OPERATING INCOME (LOSS)

            The Company  achieved  an  operating  loss during the current  three
months of  $1,688,580  compared to an  operating  profit of $88,708 for the same
period last year.  The  principal  reasons  for this  improvement  are:  [1] the
decreased net contribution  from the Grid power  production  division due to the
new  wind  farms  accelerated  depreciation;  and  [2]  the  deconsolidation  of
Photocomm from the Wireless power division.

OTHER INCOME AND (EXPENSES), NET

            The interest expense  increase of $734,629 is  predominately  due to
interest on the  obligations  incurred to finance  construction  of the three UK
wind farms (Four  Burrows) and the interest on the 8%  Convertible  Subordinated
Notes.

            The change  reflected  in the minority  interests  in the  Company's
consolidated  subsidiaries  and the net equity  earnings  of the  Company's  non
consolidated affiliates is primarily attributable to the inconsistent accounting
methods for Photocomm for the comparable periods.


                                       12
<PAGE>
                           NEW WORLD POWER CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


            The Company benefited by net gains from the two transactions in 1994
that were not recurring for 1995. These transactions account for the fluctuation
from March 31, 1996 to March 31, 1995 in Other income.

NET INCOME (LOSS)

            A  provision  for income  taxes on our  Argentine  profits  has been
reflected.  The Company cannot apply the Argentine profits against the available
USA tax loss carry-forwards.

            The net loss for the three months was  $2,641,834  compared to a net
income of $105,569 in the same period last year.

LIQUIDITY & CAPITAL RESERVES

            In January 1995, the Company  completed the sale of common stock and
common stock purchase warrants and received net proceeds of $8,951,769.

            In early 1995, the Company completed project financings for the Four
Burrows wind farm. The net proceeds from these loans were $3,440,221 in 1995.

            At March 31,  1996,  the Company held a working  capital  deficit of
$17,957,125.  The  deficit in working  capital  is the  result of  inclusion  of
certain debt obligations on which the Company  defaulted  subsequent to December
31,  1995 and for  which  the  Company's  restructured  debt  asset  sales to be
completed by certain dates. uncertainties exist as to whether the aforementioned
provisions can be met.


                                       13
<PAGE>
                           NEW WORLD POWER CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                            PART II-OTHER INFORMATION

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

            a) EXHIBITS

4.01 (a)    Form of Note and Warrant Purchase Agreement,  dated as of August 15,
            1995 regarding 8% Convertible  Subordinated  Notes Due July 31, 2000
            and Warrants of The New World Power Corporation  (Exhibit 4.01(a) to
            Form 8-K dated August 15, 1995, File No. 0-18260 ("Form 8-K")).*

4.01 (b)    Form of Amendment Number One to Note and Warrant Purchase Agreement.

4.01 (c)    Form of 8%  Convertible  Subordinated  Note Due July 31, 2000 of The
            New World Power Corporation.

4.01 (d)    Form of Warrant.

4.01 (e)    Schedule of Purchasers and other differing terms of Note and Warrant
            Purchase Agreements.

4.01 (f)    Agreement,  dated as of August 15, 1995,  by and among The New World
            Power  Corporation,  John D. Kuhns, FFF American Fledgling Fund, S&P
            American Smaller  Companies Fund, FFF US Discovery Fund,  Fleming US
            Discovery Fund (II), Fleming American  Investment Trust plc, Fleming
            Overseas Investment Trust plc, C.M.V. Jones and David Edwards.

4.01 (g)    Agreement,  dated as of  September  13,  1995,  by and among The New
            World Power  Corporation,  John D. Kuhns,  Utech  Climate  Challenge
            Fund, L. P., and UVCC Fund II.

10.01       Joint  Venture  Contract to Establish  Shezhen China Chang Jiang New
            World  Power   Company  by  and  among  China  Chang  Jiang   Energy
            Corporation  (Group),  Metropolitan  Enterprise  Corporation and the
            Company dated October 15, 1994. (Exhibit 10.01 to Form 8-K.)*

10.02       Business  Plan/Letter of Intent dated February 25, 1995 by and among
            China  Chang  Jiang   Energy   Corporation   (Group),   Metropolitan
            Enterprise  Corporation and the Company, dated February 25, 1995, as
            amended (Exhibit 10.02 to Form 8-K.)*.

10.03       Share   Transfer   Agreement   between   China  Chang  Jiang  Energy
            Corporation (Group) and the Company. (Exhibit 10.03 to Form 8-K.)*

            ------------------------------------------
            *  Incorporated by reference.
            b) REPORTS ON FORM 8-K


                                       14
<PAGE>
                           NEW WORLD POWER CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                   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.




                                     THE NEW WORLD POWER CORPORATION





July 1, 1996                         By    /S/ JOHN D. KUHNS
                                       -----------------------------------------
                                                 John D. Kuhns
                                                 Chairman of the Board




July 1, 1996                         By    /S/ GEORGE P. PETRENKO.
                                       -----------------------------------------
                                                 George P. Petrenko
                                                 Interim Chief Executive Officer

                                       16


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