UNITED STATES
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 March 31, 1998
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: 0-27432
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CLEAN DIESEL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1393453
- ------------------------ -------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
Clean Diesel Technologies, Inc.
300 Atlantic Street - Suite 702
Stamford, CT 06901-3522
(Address of principal executive offices) (Zip Code)
(203) 327-7050
(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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
As of May 14, 1998, there were outstanding 2,516,666 shares of Common Stock,
par value $0.05 per share, of the registrant.
================================================================================
CLEAN DIESEL TECHNOLOGIES, INC.
(A Development-Stage Company)
Form 10-Q for the Quarter Ended March 31, 1998
INDEX
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets as of March 31, 1998, 1
and December 31, 1997
Statements of Operations for the Three 2
Months Ended March 31, 1998 and 1997,
and for the Period from January 1, 1992,
through March 31, 1998
Statements of Cash Flows for the Three 3
Months Ended March 31, 1998 and 1997,
and for the Period from January 1, 1992,
through March 31, 1998
Note to Financial Statements 4
Item 2. Management's Discussion and Analysis of 6
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 8
Item 3. Defaults upon Senior Securities 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
SIGNATURES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CLEAN DIESEL TECHNOLOGIES, INC.
(A Development-Stage Company)
BALANCE SHEETS
March 31, December 31,
1998 1997
--------- ------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 657,000 $ 1,239,000
Inventories 203,000 205,000
Other current assets 122,000 238,000
----------- -----------
Total current assets 982,000 1,682,000
Other assets 62,000 68,000
----------- -----------
Total assets $ 1,044,000 $ 1,750,000
=========== ===========
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable and accrued expenses $ 829,000 $ 794,000
Loan payable to Fuel-Tech N.V. 100,000 100,000
----------- -----------
Total current liabilities 929,000 894,000
Loan payable to Fuel-Tech N.V. 395,000 395,000
Stockholders' equity (deficit):
Preferred stock, par value $.05 per share, authorized
100,000 shares, no shares issued and outstanding -- --
Common stock, par value $.05 per share, authorized
5,000,000 shares, issued and outstanding
2,516,666 shares 126,000 126,000
Additional paid-in capital 11,188,000 11,188,000
Deficit accumulated during development stage (11,594,000) (10,853,000)
------------ -----------
Total stockholders' equity (deficit) (280,000) 461,000
------------ -----------
Total liabilities and stockholders' equity (deficit) $ 1,044,000 $ 1,750,000
============ ===========
See note to financial statements.
-1-
CLEAN DIESEL TECHNOLOGIES, INC.
(A Development-Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Period from
Three Months Ended January 1, 1992,
March 31 through
1998 1997 March 31, 1998
--------- ---------- ----------------
Sales $ -- $ 40,000 $ 199,000
Costs and expenses:
Cost of sales -- 23,000 132,000
General and administrative 451,000 496,000 5,493,000
Research and development 236,000 457,000 5,553,000
Patent filing and maintenance 56,000 75,000 994,000
--------- --------- ------------
Loss from operations 743,000 1,011,000 11,973,000
Interest income (13,000) (64,000) (594,000)
Interest expense 11,000 14,000 215,000
--------- --------- ------------
Net loss during development stage $ 741,000 $ 961,000 $ 11,594,000
========= ========= ============
Basic and diluted loss per common share $ 0.29 $ 0.38 N/A
========= ========= ============
Average number of common shares
outstanding 2,517,000 2,512,000 N/A
========= ========= ============
See note to financial statements.
-2-
CLEAN DIESEL TECHNOLOGIES, INC.
(A Development-Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Period from
Three Months Ended January 1, 1992,
March 31 through
1998 1997 March 31, 1998
----------- ----------- ----------------
Operating activities
Net loss $ (741,000) $ (961,000) $ (11,594,000)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 7,000 6,000 43,000
Issuance of stock purchase warrants -- 30,000 60,000
Changes in operating assets and liabilities:
Inventories 2,000 (15,000) (203,000)
Other current assets 116,000 (81,000) (122,000)
Accounts payable and accrued expenses 35,000 (25,000) 829,000
Other assets -- -- (18,000)
Due to Fuel-Tech N.V. -- -- (66,000)
---------- ---------- -------------
Net cash used in operating activities (581,000) (1,046,000) (11,071,000)
---------- ---------- -------------
Financing activities
Proceeds from Rights Offering, net
of $630,000 of brokerage commissions
in 1995 -- -- 11,156,000
Expenses of Rights Offering -- -- (425,000)
Repayment of expenses of Rights Offering
paid by Fuel-Tech N.V. -- -- (200,000)
Issuance of common stock to parent -- -- 250,000
Net parent company investment -- -- 469,000
Proceeds of loan from Fuel-Tech N.V. -- -- 2,874,000
Repayment of loan to Fuel-Tech N.V. -- (250,000) (2,313,000)
Proceeds from exercise of stock options -- 3,000 4,000
---------- ---------- -------------
Net cash provided from (used in) financing
activities -- (247,000) 11,815,000
---------- ---------- -------------
Investing activities
Accrued interest on short-term investments -- (29,000) --
Purchase of fixed assets (1,000) (5,000) (87,000)
---------- ---------- -------------
Net cash used in investing activities (1,000) (34,000) (87,000)
---------- ---------- -------------
Net (decrease) increase in cash
and cash equivalents (582,000) (1,327,000) 657,000
Cash and cash equivalents at beginning
of period 1,239,000 3,270,000 --
---------- ---------- -------------
Cash and cash equivalents at
end of period $ 657,000 $1,943,000 $ 657,000
========== ========== =============
See note to financial statements.
-3-
CLEAN DIESEL TECHNOLOGIES, INC.
(A Development-Stage Company)
NOTE TO FINANCIAL STATEMENTS
MARCH 31, 1998
(Unaudited)
Basis of Presentation
The accompanying unaudited, condensed, consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments considered necessary for a fair presentation have been
included. All such adjustments are of a normal recurring nature. Operating
results for the three month period ended March 31, 1998, are not necessarily
indicative of the results that may be expected for the year ending December
31, 1998. For further information, refer to the consolidated Financial
Statements and footnotes thereto included in the Company's Form 10-K for the
year ended December 31, 1997.
Clean Diesel Technologies, Inc. (the "Company") is a
development-stage enterprise, and its efforts from January 1, 1992, through
March 31, 1998, have been devoted to the research, development, and
commercialization of Platinum Fuel Catalysts ("PFC"), some of which are
licensed to the Company by Fuel-Tech N.V. ("Fuel Tech"), and nitrogen oxide
("NOx") reduction technologies for diesel engines. There were no material
activities related to the Company's business in 1990 or 1991. Prior to 1990,
the activities of Fuel Tech were focused on other applications of the PFC that
were unrelated to the Company's present or contemplated business and were not
material to the overall development of the Company's product. Therefore, such
costs have been excluded from the determination of the Company's development
costs.
In the first quarter of 1997, the Company began selling its PFC on a
commercial basis to the consumer car care market for use in the aftertreatment
of fuel. In order to sell the PFC in other markets, however, additional
research and development testing may be required. The Company's NOx control
technologies will also require additional research and development testing to
determine their commercial viability. The commercialization of these
technologies will depend upon the success of field tests, cost-effective
production of the PFC, and governmental regulations, principally by the
Environmental Protection Agency and corresponding foreign and state agencies.
The accomplishment of these objectives by the Company will require additional
capital and there can be no assurance that such capital will be available. As
more fully described under the caption "Related Party Transactions" below, the
Company has obtained a commitment for a $1.25 million bridge loan and is
actively seeking additional funding. With this commitment, the Company's
management believes that the Company has adequate capital to fund its
operations up to November 1998. For further information, refer to the caption
"Liquidity and Sources of Capital" in Item 2, "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
Going Concern
The financial statements have been prepared assuming that the Company
will continue as a going concern and do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets
and the amount and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.
As a result of the Company's recurring operating losses, the Company
has been unable to generate a positive cash flow. In addition to the $1.25
million bridge loan mentioned above, the Company is actively seeking
additional financing of $1.75-$3.75 million through a private
-4-
placement. Although the Company believes that it will be successful in its
capital raising efforts, there is no guarantee that the Company will be able
to raise such capital on terms satisfactory to the Company. The Company has
developed contingency plans in the event its financing efforts are not
successful. Such plans include cost reductions (both general and
administrative and research and development), licensing the Company's
technologies, and selling its intellectual property. Accordingly, at March 31,
1998, there is substantial doubt as to the Company's ability to continue as a
going concern.
Inventories
Inventories are stated at lower of cost or market and consist of
finished product. Cost is determined using the first-in, first-out (FIFO)
method.
Basic and Diluted Loss Per Common Share
In 1997, SFAS No. 128, Earnings per Share, was issued. SFAS No. 128
replaced the previously reported primary and fully diluted earnings per share
with basic and diluted earnings per share, respectively. Unlike the previously
reported primary earnings per share, basic earnings per share excludes the
dilutive effects of stock options. Diluted earnings per share is similar to
the previously reported fully diluted earnings per share. Earnings per share
amounts for all periods presented have been calculated in accordance with and,
where appropriate, restated to conform to the requirements of SFAS No. 128.
Warrant to Purchase Common Shares
In March 1997, in consideration of his undertaking to assist the
Company in obtaining sources of permanent financing, the Company granted a
director of the Company a warrant to purchase 25,000 shares of the Company's
Common Shares for $10.00 per share (a 142% premium over market price on the
date of issue). The warrant expires on March 17, 2004. Included in the
Company's Financial Statements in 1997 is $30,000 of expense related to the
issuance of this purchase warrant, which represented the fair value of
services received.
Related Party Transactions
On February 17, 1998, Fuel Tech agreed to provide the Company with up
to $500,000 in order to fund its cash requirements until such time as the
Company obtains the long-term financing it is seeking. The $500,000 commitment
has subsequently been converted into a bridge loan, which will constitute
Senior Debt, will bear interest at the rate of ten percent per annum, and will
be due April 15, 2001. The bridge loan is automatically convertible into
Series A Convertible Preferred Stock upon the conclusion of a public or
private financing that contributes at least $1.75 million of additional net
proceeds to the Company. The bridge loan is secured by all of the Company's
intellectual property. The Company has also received a letter of intent from
an outside investor to provide an additional $750,000 of financing under the
same bridge loan.
The Company believes that, with the $1.25 million bridge loan described
above, it has sufficient cash balances to fund its operations up to November
1998. The Company is actively seeking additional financing in the amount of
$1.75-$3.75 million through a private placement or other financing alternative
and is in discussion with several parties. Although the Company believes that
it will be successful in its capital raising efforts, there is no guarantee
that the Company will be able to raise such capital on terms satisfactory to
the Company.
-5-
CLEAN DIESEL TECHNOLOGIES, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward-Looking Statements
Statements in this Form 10-Q which are not historical facts,
so-called "forward-looking statements," are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that all forward-looking statements involve risks and
uncertainties, including those detailed in the Company's filings with the
Securities and Exchange Commission. See "Risk Factors of the Business" in Item
1, "Business," and also Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's Form 10-K for
the year ended December 31, 1997.
Results of Operations
Sales and Cost of sales were $40,000 and $23,000, respectively, for
the first quarter of 1997 as the Company started selling small quantities of
product in 1997. The Company's products were purchased by Holt Lloyd
International Ltd. ("Holt"), pursuant to a supply agreement entered into in
September 1996. Holt launched the Company's PFC products for use with Holt's
fuel additives in the aftertreatment of fuel for both gasoline and diesel
engines in several European countries, and expects to launch its products in
other European markets in 1998. In December 1997, Holt was acquired by
Prestone Products, Inc., a division of Allied Signal. Based on management and
product line changes at Holt, Holt did not order any product in the first
quarter of 1998, and the Company expects delays in the buildup of sales to
Holt in 1998.
General and administrative expenses decreased to $451,000 in the
first quarter of 1998 from $496,000 in the comparable period in 1997. The
decrease is the result of the implementation of some of the Company's plans to
minimize expenses in order to conserve cash, pending securing additional
working capital. Such plans included reducing the administrative staff from
four to two, closing the Company's U.K. office, and reducing management fees
charged to the Company by Fuel Tech. These efforts were partially offset by
the increased costs associated with obtaining financing.
Research and development expenses were $236,000 in 1998 versus
$457,000 in the comparable period in 1997. The Company significantly reduced
research and development costs in 1998 due in part to a shift in emphasis
toward commercialization versus research and development. Other factors
include the completion of a number of fundamental programs in 1997, the
deferral of certain field trials due to the Company's working capital
position, and the Company's expanded participation in collaborative and
consortium-based programs with potential customers and industrial partners for
which it will be responsible for only a portion of the program costs.
Liquidity and Sources of Capital
The Company is a development-stage company, and has incurred losses
since inception (January 1, 1992) aggregating $11,594,000 at March 31, 1998.
The Company expects to incur losses through the foreseeable future as it
further pursues its research, development, and commercialization efforts.
Although the Company started selling product in 1997, it is still dependent
upon sources other than operations to finance its operations and working
capital requirements. In December 1995, the Company raised approximately $10.5
million, net of offering expenses and broker-dealer commissions of
approximately $1.3 million, through a Rights Offering of its shares by Fuel
Tech. The Company then repaid Fuel Tech approximately
-6-
$2.3 million in intercompany loans. Approximately $2 million of the proceeds
raised was received by the Company in January 1996.
For the three months ended March 31, 1998 and 1997, the Company used
cash of $581,000 and $1,046,000, respectively, in operating activities. In the
first quarter of 1997, the Company repaid $250,000 of a $745,000 promissory
demand note ("Demand Note") with Fuel Tech and restructured the remaining
amount into a $495,000 term note ("Term Note") with Platinum Plus, Inc., a
wholly owned subsidiary of Fuel Tech. The principal amount of the Term Note is
payable in three annual installments of $100,000 each on July 1 of each of the
years 1998 through 2000, with a final installment of $195,000 on July 1, 2001.
Interest at a rate of eight percent per annum is payable on the unpaid balance
on each principal payment date.
At March 31, 1998, and December 31, 1997, the Company had cash and
cash equivalents of $657,000 and $1,239,000, respectively. Working capital at
those dates was $53,000 and $788,000, respectively. In light of the Company's
diminishing cash and working capital, the Company has taken steps, as noted
above, to decrease expenditures in 1998.
Effective as of October 28, 1994, Fuel Tech granted two licenses to
the Company for all patents and rights associated with its Platinum Fuel
Catalyst technology. Effective November 24, 1997, the licenses were canceled
and Fuel Tech assigned to the Company all such patents and rights on terms
substantially similar to the licenses. In exchange for the assignment, the
Company will pay Fuel Tech a royalty of 2.5% of its annual gross revenue from
sales of the PFC, commencing in 1998. The royalty obligation expires in 2008.
The Company may terminate the royalty obligation to Fuel Tech by payment of
$12 million commencing in 1998 and declining annually to $1,090,910 in 2008.
The Company as assignee and owner will maintain the technology at its own
expense. To date, no royalties have been paid to Fuel Tech.
In late 1997, the Company signed a development and marketing
agreement with AMBAC of Springfield, Massachusetts, for the fabrication of the
ARIS(TM) 2000 urea injection equipment suitable for stationary and mobile
engine NOx control. Engine testing is scheduled for the second quarter of
1998. AMBAC is a major supplier of fuel injection equipment for diesel engine
manufacturers worldwide.
On February 17, 1998, Fuel Tech agreed to provide the Company with up
to $500,000 in order to fund its cash requirements until such time as the
Company obtains the long-term financing it is seeking. The $500,000 commitment
has subsequently been converted into a bridge loan, which will constitute
Senior Debt, will bear interest at the rate of ten percent per annum, and will
be due April 15, 2001. The bridge loan is automatically convertible into
Series A Convertible Preferred Stock upon the conclusion of a public or
private financing that contributes at least $1.75 million of additional net
proceeds to the Company. The bridge loan is secured by all of the Company's
intellectual property. The Company has also received a letter of intent from
an outside investor to provide an additional $750,000 of financing under the
same bridge loan.
The Company believes that, with the $1.25 million bridge loan
described above, it has sufficient cash balances to fund its operations up to
November 1998. The Company is actively seeking additional financing in the
amount of $1.75-$3.75 million through a private placement or other financing
alternative and is in discussion with several parties.
The Company has developed contingency plans in the event its
financing efforts are not successful. Such plans include cost reductions (both
general and administrative and research and development) as noted above,
licensing of the Company's technologies, and selling the Company's
intellectual property. Although the Company believes that it will be
successful in its capital raising efforts, there is no guarantee that the
Company will be able to raise such capital on terms satisfactory to the
Company. Accordingly, as of March 31, 1998, there is substantial doubt as to
the Company's ability to continue as a going concern.
-7-
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
Effective March 31, 1998, the Board of Directors elected Douglas G.
Bailey as a Director of the Company. Douglas Bailey is the son of
Ralph E. Bailey, presently Chairman of the Company.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
None
b. Reports on Form 8-K
None
-8-
CLEAN DIESEL TECHNOLOGIES, INC.
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.
CLEAN DIESEL TECHNOLOGIES, INC.
Date: May 14, 1998 By: /s/Jeremy D. Peter-Hoblyn
--------------------------------------
Jeremy D. Peter-Hoblyn
President and Chief Executive Officer
Date: May 14, 1998 By: /s/Scott M. Schecter
---------------------------------------
Scott M. Schecter
Vice President and Chief Financial Officer