SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended: December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from_________________to_______________
Commission File No. 000-21724
FUEL-TECH N.V.
--------------
(Exact name of registrant as specified in its charter)
Netherlands Antilles N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification Number)
Fuel-Tech N.V. Fuel Tech, Inc.
(Registrant) (U.S. Operating Subsidiary)
Castorweg 22-24 Suite 703, 300 Atlantic Street
Curacao, Netherlands Antilles Stamford, CT 06901
(599) 9-461-3754 (203) 425-9830
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $0.01 par value per share The Nasdaq Stock Market, Inc.
-------------------------------------- -------------------------------------
(Title of Class) (Name of Exchange on Which Registered)
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 such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Aggregate market value of the voting stock held by non-affiliates of the
registrant based on the average bid and asked prices of March 2, 2001:
$26,692,883
Indicate number of shares outstanding of each of the registered classes of
Common Stock at March 2, 2001: 18,526,972 shares Common Stock, $0.01 par value.
Documents incorporated by reference:
Certain portions of the Proxy Statement for the annual meeting of stockholders
to be held in 2001 described in Parts II, III, and IV hereof are incorporated by
reference in this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The registrant hereby amends Item 8 of its report on Form 10-K for the period
ending December 31, 2000 to add the supplementary quarterly data required by
Item 302(a) of Regulation S-K.
i
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS OF FUEL-TECH N.V.
We have audited the accompanying consolidated balance sheets of Fuel-Tech N.V.
as of December 31, 2000 and 1999, and the related consolidated statements of
operations, cash flows and shareholders' equity for each of the three years in
the period ended December 31, 2000. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Fuel-Tech N.V. at December 31, 2000 and 1999, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States.
Ernst & Young LLP
Chicago, Illinois
February 27, 2001
1
Consolidated Balance Sheets
(in thousands of U.S. dollars, except share data)
2000 1999
----------------------------
December 31
ASSETS
Current assets:
Cash and cash equivalents $ 8,987 $ 8,959
Accounts receivable, net of allowances for doubtful
accounts of $192 and $114, respectively 7,550 9,636
Inventories 162 227
Prepaid expenses and other current assets 1,019 471
---------------------------
Total current assets 17,718 19,293
Equipment, net of accumulated depreciation of $4,489 and
$3,948, respectively 1,584 1,428
Goodwill, net of accumulated amortization of $590 and $256,
respectively 2,450 2,784
Other intangibles, net of accumulated amortization of $809
and $826, respectively 458 579
Other assets 879 380
---------------------------
Total assets $23,089 $24,464
===========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of note payable $ 900 $ 900
Accounts payable 2,480 4,077
Accrued liabilities:
Employee compensation 714 922
Other accrued liabilities 1,082 1,268
---------------------------
Total current liabilities 5,176 7,167
Note payable 2,700 3,375
Other liabilities 646 231
---------------------------
Total liabilities 8,522 10,773
Shareholders' equity:
Common stock, $.01 par value, 40,000,000 shares authorized,
18,526,972 and 18,328,673 shares issued, respectively 185 183
Additional paid-in capital 86,097 85,692
Accumulated deficit (74,574) (74,989)
Accumulated other comprehensive income (loss) 97 (25)
Treasury stock (1,058) (1,058)
Nil coupon perpetual loan notes 3,820 3,888
---------------------------
Total shareholders' equity 14,567 13,691
---------------------------
Total liabilities and shareholders' equity $23,089 $24,464
===========================
See notes to consolidated financial statements.
2
Consolidated Statements of Operations
(in thousands of U.S. dollars, except share data)
2000 1999 1998
----------- ----------- ---------
For the years ended December 31
Net revenues $21,906 $33,325 $25,864
Costs and expenses
Cost of sales 11,757 18,805 14,334
Selling, general and administrative 7,934 8,887 7,897
Research and development 843 804 1,030
Closing costs of German subsidiary 528 - -
-------------------------------------------
21,062 28,496 23,261
-------------------------------------------
Operating income 844 4,829 2,603
Loss from equity interest in affiliates (195) - (500)
Interest expense (354) (309) (206)
Other income (expense):
Gain on sale of German subsidiary chemical business 269 - -
Cumulative translation loss of German subsidiary (231) - -
Other income (expense), net 82 (213) 117
-------------------------------------------
Income before minority interest and taxes 415 4,307 2,014
Less: Minority interest in NFT - - (112)
-------------------------------------------
Income before taxes 415 4,307 1,902
Income tax expense - (1,299) (1,363)
-------------------------------------------
Net income $ 415 $ 3,008 $ 539
===========================================
Net income per common share
Basic $ 0.02 $ 0.17 $ 0.03
Diluted 0.02 0.16 0.03
Average number of common shares outstanding
Basic 18,396,000 17,752,000 15,680,000
Diluted 19,621,000 19,335,000 17,437,000
See notes to consolidated financial statements.
3
Consolidated Statements of Shareholders' Equity
(in thousands of U.S. dollars, except share data in thousands)
Accumulated
Other
Common Stock Additional Comprehensive Treasury Stock Nil Coupon
------------------- Paid-in Accumulated Income --------------- Perpetual
Shares Amount Capital Deficit (Loss) Shares Amount Loan Notes Total
-------------------------------------------------------------------------------------------------------
Balance at January 1, 1998 12,484 $125 $67,487 $(78,536) $(34) 94 $(1,058) $17,262 $ 5,246
Comprehensive income:
Net income 539 539
Foreign currency
translation
Adjustment 86 86
------
Comprehensive income 625
------
Conversion of nil coupon
perpetual loan notes into
common stock 2 - 13 (13) -
Tax benefit from years
prior to
quasi-reorganization 1,363 1,363
Issuance of new shares 4,750 47 3,035 3,082
------------------------------------------------------------------------------------------------------
Balance at December 31, 1998 17,236 $172 $71,898 $(77,997) $ 52 94 $(1,058) $17,249 $10,316
Comprehensive income:
Net income 3,008 3,008
Foreign currency
translation
adjustment (77) (77)
-------
Comprehensive income 2,931
-------
Conversion of nil coupon
perpetual loan notes into
common stock 963 10 10,372 (10,382) -
Purchase of nil coupon
perpetualloan notes 2,535 (2,979) (444)
Tax benefit from years
prior to
quasi-reorganization 722 722
Exercise of stock options 129 1 211 212
Other (46) (46)
------------------------------------------------------------------------------------------------------
Balance at December 31, 1999 18,328 $183 $85,692 $(74,989) $(25) 94 $(1,058) $3,888 $13,691
Comprehensive income:
Net income 415 415
Foreign currency
translation
adjustments 122 122
-------
Comprehensive income 537
-------
Conversion of nil coupon
perpetual loan notes into
common stock 7 - 68 (68) -
Exercise of stock options 192 2 337 339
------------------------------------------------------------------------------------------------------
Balance at December 31, 2000 18,527 $185 $86,097 $(74,574) $97 94 $(1,058) $3,820 $14,567
======================================================================================================
See notes to consolidated financial statements.
4
Consolidated Statements of Cash Flows
(in thousands of U.S. dollars)
2000 1999 1998
--------------------------------------------
For the years ended December 31
OPERATING ACTIVITIES
Net income $ 415 $3,008 $ 539
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 601 519 317
Amortization 382 261 57
Provision for doubtful accounts 233 134 -
Loss on equipment disposals/impaired assets 82 246 52
Loss from equity interest in affiliates 195 - 388
Income taxes - 722 1,363
Closing reserve for German subsidiary 528 - -
Cash payments against German subsidiary closing reserve (277) - -
Gain on sale of German subsidiary chemical business (269) - -
Cumulative translation loss of German subsidiary 231 - -
Changes in operating assets and liabilities:
Accounts receivable 1,758 (759) (4,156)
Inventories, prepaid expenses, other current assets
and other noncurrent assets (459) 139 403
Accounts payable, accrued liabilities and other
noncurrent liabilities (1,957) 661 411
Other 3 69 90
-----------------------------------------
Net cash provided by (used in) operating activities 1,466 5,000 (536)
INVESTING ACTIVITIES
Investment in and loans to CDT (225) - (500)
Investment in Fuel Tech CS GmbH (116) - -
Proceeds from sale of German subsidiary chemical
business 122 - -
Purchase of 50% of NFT - (1,958) 514
Consolidation of opening NFT cash balance - - 1,595
Purchases of equipment and patents (774) (795) (396)
-----------------------------------------
Net cash (used in) provided by investing activities (993) (2,753) 1,213
FINANCING ACTIVITIES
Issuance of common shares - (46) 3,082
Exercise of stock options 339 212 -
Purchase and retirement of nil coupon loan notes - (444) -
Repayment of borrowings (675) (3,225) -
Proceeds from borrowings - 4,500 -
-----------------------------------------
Net cash (used in) provided by financing activities (336) 997 3,082
Effect of exchange rate fluctuations on cash (109) (77) 86
-----------------------------------------
Net increase in cash and cash equivalents 28 3,167 3,845
Cash and cash equivalents at beginning of year 8,959 5,792 1,947
-----------------------------------------
Cash and cash equivalents at end of year $8,987 $8,959 $5,792
=========================================
See notes to consolidated financial statements.
5
Notes to Consolidated Financial Statements
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization
Fuel-Tech N.V. (the "Company") is a holding company active in the business
of air pollution control. The Company's primary focus, through its wholly owned
subsidiary, Fuel Tech, Inc. (FTI), is on selling, worldwide, its NOxOUT(R)
Process and related technologies for the reduction of oxides of nitrogen (NOx)
and other emissions from boilers, furnaces and other stationary combustion
sources. The Company's business is materially dependent on the continued
existence and enforcement of air quality regulations, particularly in the United
States. The Company has expended significant resources in the research and
development of new technologies in building its proprietary portfolio of air
pollution control, fuel treatment chemicals, computer modeling and advanced
visualization technologies.
For the years ended December 31, 2000, 1999 and 1998, 20%, 25% and 20% of
the Company's revenues, respectively, were derived from international markets,
principally in Europe and Asia.
Basis of Presentation
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All intercompany transactions have been
eliminated. As more fully discussed in Note 2, on April 30, 1998, FTI purchased
Nalco Chemical Company's (Nalco's) 50% share in the Nalco Fuel Tech (NFT) joint
venture, increasing FTI's ownership of the joint venture's assets and
liabilities to 100%. The accompanying financial statements consolidate the
results of NFT from January 1, 1998, and reflect Nalco's 50% interest in the
joint venture for the period from January 1, 1998, through April 30, 1998, as a
minority interest. Prior to 1998, the Company accounted for its 50% interest in
NFT using the equity method of accounting. Also, as discussed in Note 9,
effective as of June 30, 2000, the Company sold its German chemicals business to
Fuel Tech CS GmbH, an entity in which the Company holds a 49% ownership interest
that is accounted for using the equity method.
Reclassifications
Certain amounts included in prior year financial statements have been
reclassified to conform to the current year presentation.
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Foreign Currency Translation
The functional currency for the Company and its subsidiaries is the
currency of the country in which each entity transacts its business. In
accordance with SFAS No. 52, "Foreign Currency Translation," assets and
liabilities denominated in currencies other than the U.S. dollar are translated
into U.S. dollars at current exchange rates, and revenues and expenses are
translated using average rates of exchange prevailing during the year.
Adjustments resulting from translation of financial statements denominated in
currencies other than the U.S. dollar are included in accumulated other
comprehensive income or loss. Foreign currency transaction gains and losses are
included in the determination of net income.
Cash Equivalents and Financial Instruments
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. At December 31,
2000, substantially all of the Company's cash and cash equivalents are on
deposit with two financial institutions. All financial instruments are reflected
in the accompanying balance sheets at amounts that approximate fair market
value.
Derivative Financial Instruments
The Company uses derivative financial instruments to manage the economic
impact of fluctuations in interest rates. To achieve this the Company enters
into interest rate swaps. The Company uses an interest rate swap to manage the
duration and interest rate characteristics of its outstanding debt. The interest
differential paid or received is recognized as an adjustment to interest expense
on an ongoing basis.
In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement, as amended, was adopted as
of January 1, 2001, and did not materially impact the Company's financial
statements.
6
Accounts Receivable
Accounts receivable includes unbilled receivables, representing costs and
estimated earnings in excess of billings on contracts under the percentage of
completion method. At December 31, 2000 and 1999, unbilled receivables were
approximately $2,256,000 and $4,413,000, respectively.
Goodwill and Other Intangibles
Goodwill recognized as a result of the transactions described in Note 2 is
being amortized by the straight-line method over periods of nine and ten years,
which represent the estimated remaining useful life of the Company's
intellectual property. Other intangibles consist principally of third-party
costs related to the development of patent rights. These costs are being
amortized by the straight-line method over a period of 10 years from the date of
patent issuance. Patent maintenance fees are charged to operations as incurred.
Equipment
Equipment is stated on the basis of cost. Provisions for depreciation are
computed by the straight-line method, using estimated useful lives as follows:
Laboratory equipment..................................... 5-10 years
Furniture and fixtures................................... 3-10 years
Computer equipment and software.......................... 3-5 years
Field equipment.......................................... 3-4 years
Vehicles................................................. 3 years
Accounting for the Impairment of Long-Lived Assets
The Company reviews long-lived assets and certain intangible assets for
impairment when events or changes in circumstances indicate the carrying amount
of an asset may not be recoverable. In the event the sum of the expected
undiscounted future cash flows resulting from the use of the asset is less than
the carrying amount of the asset, an impairment loss equal to the excess of the
asset's carrying value over its fair value is recorded. The impact of such
losses on the Company was $82,000 and $94,000 for the years ended December 31,
2000 and 1999, respectively.
Revenue Recognition
The Company uses the percentage of completion method of accounting for
certain long-term equipment construction and license contracts. Under the
percentage of completion method, sales and gross profit are recognized as work
is performed based on the relationship between actual engineering hours and
equipment construction costs incurred and total estimated hours and costs at
completion. Sales and gross profit are adjusted prospectively for revisions in
completion estimates and contract values. Revenues from the sales of chemical
products are recorded when title transfers, generally at the time of shipment.
Stock-Based Compensation
The Company accounts for stock option grants in accordance with Accounting
Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to
Employees." Under the Company's current plans, options may be granted at not
less than the fair market value on the date of grant, and therefore, no
compensation expense is recognized for the stock options granted.
7
Basic and Diluted Earnings Per Common Share
Basic earnings per share excludes the dilutive effects of stock options and
of the nil coupon non-redeemable convertible unsecured loan notes (see Note 5).
Diluted earnings per share includes the dilutive effect of the nil coupon
non-redeemable convertible unsecured loan notes and of stock options and
warrants. The following table sets forth the weighted-average shares used in
calculating earnings per share (in thousands):
2000 1999
----------------------
Basic weighted-average shares 18,396 17,752
Conversion of unsecured loan notes 483 591
Unexercised options and warrants 742 992
--------------------
Diluted weighted-average shares 19,621 19,335
====================
2. THE NALCO AND AMERICAN BAILEY CORPORATION TRANSACTIONS
Effective April 30, 1998, FTI purchased Nalco's 50% interest in NFT for
$1.1 million cash, the issuance of a $3.0 million note and up to $5.5 million in
contingent payments based upon FTI's future earnings. The acquisition was
accounted for as a purchase. The notes bore interest at 10% per annum, payable
quarterly, with principal payments of $250,000, payable quarterly, beginning on
March 31, 1999. One-half of the contingent payments ($2.75 million) was based on
the achievement of annual gross margin targets for the years 1998 - 2001, with
the other half payable upon the achievement of a cumulative gross margin target
for the years 1998 - 2001. The note and contingent payment obligations were
secured by substantially all of the Company's assets. The 1998 financial
statements include an accrual of $113,000 for the contingent payment earned by
Nalco based on 1998 gross margins. Goodwill, net of amortization, resulting from
this acquisition totaled $1,025,000, including the contingent payment
obligation, at December 31, 1998.
Simultaneously with this transaction, principals of American Bailey
Corporation (ABC) invested $3.35 million in the Company in exchange for 4.75
million shares of the Company's common stock, and warrants to purchase an
additional 3.0 million shares of the Company's common stock at an exercise price
of $1.75. The warrants expire on April 30, 2008. Such shares (and shares
underlying the warrants) are restricted from sale by the holders for a period of
three years from the date of transaction, and give the holders certain
registration rights.
On September 1, 1999, the Company satisfied its remaining obligations to
Nalco by paying Nalco approximately $4.5 million, representing the $2.5 million
remaining balance on the note, plus accrued interest, and a buyout of the
balance of the contingent payment obligation for approximately $2.0 million. At
the time of the transaction, a maximum of approximately $5.4 million remained
outstanding under the contingent payment obligation. This transaction was
financed by a $4.5 million term loan from the Company's existing bank (see Note
8 to the consolidated financial statements). As a result of this transaction,
the Company recorded approximately $2.0 million of additional goodwill.
8
3. TAXATION
At December 31, 2000, FTI had tax losses available for offset against
future years' earnings of approximately $46.0 million in the United States. For
financial statement purposes, a valuation allowance has been recorded to offset
the tax benefit of these carryforwards. Under the provisions of the U.S. Tax
Reform Act of 1986, utilization of the Company's U.S. federal income tax loss
carryforwards may be limited should ownership changes exceed 50% within a
three-year period. The U.S. federal tax loss carryforwards expire as follows (in
thousands):
2001 $ 6,231
2002 7,520
2003 14,925
2004 4,639
2005 5,467
2006 1,987
2007 2,325
2008 1,480
2009 220
2010 309
2011 884
2012 40
-------
$46,027
=======
The components of income before taxes for the years ended December 31 are
as follows (in thousands):
2000 1999 1998
------ ------ ------
Domestic $1,211 $5,167 $3,190
Foreign (796) (860) (1,288)
------ ------ ------
Income before taxes $ 415 $4,307 $1,902
====== ====== ======
A reconciliation between the provision for income taxes calculated at the
U.S. federal statutory income tax rate and the consolidated provision in the
consolidated statements of operations for the years ended December 31 is as
follows (in thousands):
2000 1999 1998
------ ------ ------
Provision at the U.S. federal statutory rate $145 $1,507 $ 666
Foreign losses without tax benefit 444 301 446
Valuation allowance adjustment (424) (1,052) 220
State income taxes (207) 576 -
Foreign income taxes 25 - -
Other 17 (33) 31
----- ------ ------
Provision for income taxes $ - $1,299 $1,363
===== ====== ======
The reduction in the valuation allowance in 2000 results primarily from the
utilization of tax loss carryforwards from where a valuation allowance had
previously been provided. The state income tax credit results from recording the
benefit of net operating losses generated in prior years, which were carried
forward and applied at the state level.
Temporary differences arising from treating income and expense items for
financial reporting purposes differently than for tax return purposes are not
material.
Effective March 31, 1985, FTI effected a quasi-reorganization and reduced
the value of certain of its assets. Tax benefits resulting from the utilization
of the U.S. federal tax loss carryforwards existing as of the date of the
quasi-reorganization have been excluded from the results of operations and
credited to additional paid-in capital when realized. Tax benefits of $722,000
and $1,363,000 were realized in 1999 and 1998, respectively. As such, a non-cash
charge was recorded as deferred income tax expense, and additional paid-in
capital was increased accordingly for the amounts noted above in both years.
There are no remaining tax loss carryforwards from years prior to the date of
the quasi-reorganization.
9
4. COMMON STOCK
At December 31, 2000, the Company had 18,526,972 Common Shares outstanding,
with an additional 470,724 shares reserved for issuance upon conversion of the
nil coupon non-redeemable convertible unsecured loan notes (see Note 5) and
2,052,000 shares reserved for issuance upon the exercise of stock options,
965,500 of which are currently exercisable (see Note 6).
5. NIL COUPON NON-REDEEMABLE CONVERTIBLE UNSECURED LOAN NOTES
At December 31, 2000 and 1999, the Company had $3,958,500 and $4,030,500
principal amount of nil coupon non-redeemable convertible unsecured perpetual
loan notes (the "Loan Notes") outstanding, respectively. The Loan Notes are
convertible at any time into shares of the Company's common stock generally at
rates that vary from $6.50 to $11.43 per share. The Loan Notes bear no interest
and have no maturity date. They are generally repayable only in the event of the
Company's dissolution and, accordingly, have been classified within
shareholders' equity in the accompanying balance sheet. In 1989 and 1993, the
Company incurred approximately $1.1 million and $100,000, respectively, in
expenses related to Loan Note issuances. The Loan Notes are shown net of the
residual portion of these expenses, which approximates $137,000 and $141,000 at
December 31, 2000 and 1999, respectively.
During 2000 and 1999, approximately $72,000 and $11,012,500 principal
amount of Loan Notes were converted into 6,299 and 963,600 shares of the
Company's common stock, respectively.
6. STOCK OPTIONS AND WARRANTS
The Company has granted stock options under the 1993 Incentive Plan ("1993
Plan"). Under the 1993 Plan, awards may be granted to participants in the form
of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, Restricted Stock, Performance Awards, Bonuses or other forms of
share-based or non-share-based awards or combinations thereof. Participants in
the 1993 Plan may be such of the Company's directors, officers, employees,
consultants or advisors (except consultants or advisors in capital-raising
transactions) as the directors determine are key to the success of the Company's
business. The amount of shares that may be issued or reserved for awards to
participants under a 1998 amendment to the 1993 Plan is 12.5% of outstanding
shares. In 2000, 1999 and 1998, 406,000, 513,500 and 767,500 options,
respectively, were granted to employees and directors.
If compensation expense for the Company's plans had been determined based
on the fair value at the grant dates for awards under its plans, consistent with
the method described in SFAS No. 123, the Company's net income (loss) and income
(loss) per share would have been adjusted as follows for the years ended
December 31:
2000 1999 1998
--------------------------------
Net income (loss) (in thousands):
As reported $415 $3,008 $539
As adjusted (103) 2,714 (39)
Basic and diluted income (loss) per share:
Basic--
As reported $.02 $ .17 $.03
As adjusted (.01) .15 .00
Diluted--
As reported $.02 $ .16 $.03
As adjusted (.01) .14 .00
10
In accordance with the provisions of SFAS No. 123, the "As adjusted"
disclosures include only the effect of stock options granted after 1994. The
application of the "As adjusted" disclosures presented above are not
representative of the effects SFAS No. 123 may have on such operating results in
future years due to the timing of stock option grants and considering that
options vest over a period of immediately to five years.
The Black-Scholes option-pricing model was developed for use in estimating
the fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option-pricing models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its stock options.
The fair value of each option grant, for "As adjusted" disclosure purposes,
was estimated on the date of grant using the modified Black-Scholes option
pricing model with the following weighted-average assumptions:
2000 1999 1998
----------------------------------
Expected dividend yield 0.00% 0.00% 0.00%
Risk-free interest rate 5.10% 6.68% 5.03%
Expected volatility 96.2% 108.4% 43.7%
Expected life of option 4 years 4 years 4 years
The following table presents a summary of the Company's stock option
activity and related information for the years ended December 31:
2000 1999 1998
Weighted- Weighted- Weighted-
Average Average Average
Number of Exercise Number of Exercise Number of Exercise
Options Price Options Price Options Price
----------------------------------------------------------------------------------
Outstanding at beginning of year 1,874,500 $ 2.39 1,728,493 $ 3.18 1,057,728 $ 6.81
Granted 406,000 2.10 513,500 2.13 767,500 1.74
Exercised (192,000) 1.75 (129,085) 1.63 - -
Expired or forfeited (36,500) 5.38 (238,408) 7.48 (96,735) 2.31
------------------------------------------------------------------------------------
Outstanding at end of year 2,052,000 $ 2.34 1,874,500 $ 2.39 1,728,493 $ 3.18
------------------------------------------------------------------------------------
Exercisable at end of year 965,500 $ 2.73 802,000 $ 3.05 989,160 $ 4.27
Weighted-average fair value of
options granted during the year $ 1.47 $ 1.59 $ 0.56
The following table summarizes information about stock options outstanding
at December 31, 2000:
Options Outstanding Options Exercisable
-----------------------------------------------------------------------------------------------------------------------
Weighted-Average Weighted- Weighted-
Range of Number of Remaining Average Number of Average
Exercise Prices Options Contractual Life Exercise Price Options Exercise Price
-----------------------------------------------------------------------------------------------------------------------
$1.375 - $3.38 1,911,000 7.03 years $ 1.98 824,500 $ 1.98
$4.75 - $12.06 141,000 1.46 years $ 7.15 141,000 $ 7.15
--------- -------
$1.375 - $12.06 2,052,000 6.65 years $ 2.34 965,500 $ 2.73
-----------------------------------------------------------------------------------------------------------------------
The Company also has outstanding warrants to purchase 140,000 Common Shares
for $4.00 per share. The warrants are exercisable at any time, at the holder's
option, in whole or in part prior to the expiration date of March 1, 2001.
Lastly, as mentioned in Note 2, ABC has warrants to purchase an additional 3.0
million shares of the Company's common stock at an exercise price of $1.75. The
warrants expire on April 30, 2008. Such shares (and shares underlying the
warrants) are restricted from sale by the holders for a period of three years
from the date of the transaction and give the holders certain registration
rights.
11
7. COMMITMENTS
Operating Leases
The Company leases office space, autos and certain equipment under
agreements expiring on various dates through 2009. Future minimum lease payments
at December 31, 2000, are as follows (in thousands):
2001 $375
2002 297
2003 304
2004 224
2005 169
Thereafter 537
For the years ended December 31, 2000, 1999 and 1998, rent expense
approximated $556,000, $493,000 and $455,000, respectively.
Performance Guarantees
The Company's long-term equipment construction and license contracts
typically contain performance guarantees. The Company has outstanding
performance guarantees of $457,000 for projects that have not completed their
final acceptance test or that are still operating under a warranty period.
Management of the Company believes that these projects will be successfully
completed and that there will not be a materially adverse impact on the
Company's operations from these guarantees.
8. DEBT FINANCING
In 1999, the Company entered into a $3.0 million revolving credit facility
expiring August 31, 2002, which is collateralized by all personal property owned
by the Company. The Company can use this facility for cash advances and standby
letters of credit. The interest rate to be borne on cash advances is the bank's
reference rate, or an optional rate that can be selected by the Company, and is
based on the bank's Interbank Offering Rate plus 2.25%. At December 31, 2000,
the bank had provided standby letters of credit, predominantly to customers,
totaling approximately $2,041,000 in connection with contracts in process. The
Company is committed to reimbursing the issuing bank for any payments made by
the bank under these letters of credit. At December 31, 2000, there were no cash
borrowings against this facility and approximately $959,000 was available for
utilization.
On September 1, 1999, the Company entered into a term loan agreement with a
bank for a total principal balance of $4.5 million. The principal balance is to
be repaid in quarterly installments of $225,000 commencing on December 31, 1999,
with a final principal payment of $2,025,000 due on August 31, 2002. The Company
has entered into an interest rate swap transaction that fixes the rate of
interest at 8.91% on approximately 50% of the outstanding principal balance
during the term of the loan. The remaining principal balance bears interest at
the prevailing rates available in the marketplace, which is based on the bank's
Interbank Offering Rate plus 2.25%. The borrowings under this facility are
collateralized by all personal property owned by the Company.
The carrying amount of debt approximates fair value at December 31, 2000.
The fair value of the interest rate swap, based on quoted market prices, is
negative $21,000 at December 31, 2000. The notional value of the swap is
$1,800,000 at December 31, 2000.
Interest payments were $373,000, $327,000 and $127,000 for the years ended
December 31, 2000, 1999 and 1998, respectively.
9. RELATED PARTY TRANSACTIONS
The Company has a 21.6% common stock ownership interest in Clean Diesel
Technologies, Inc. (CDT), at December 31, 2000. The Company is precluded from
selling its interest in CDT except pursuant to a registration statement in an
exempt private placement or within the limitations of Rule 144 of the Securities
and Exchange Commission.
On August 3, 1995, the Company signed a Management and Services Agreement
with CDT. According to the agreement, CDT is to reimburse the Company for
management, services and administrative expenses incurred by the Company on
behalf of CDT. Additionally, the Company charges CDT an additional 3% of such
costs annually, depending upon the nature of the cost.
For the years ended December 31, 2000, 1999 and 1998, $78,000, $106,000 and
$168,000, respectively, was charged to CDT as a management fee.
12
In February 1998, the Company provided CDT a $500,000 bridge loan. On
November 11, 1998, a pre-existing $495,000 demand note, with interest at 8%, and
the $500,000 bridge loan and interest thereon of $20,000 were converted into
2,029 shares of Series A Convertible Preferred stock in CDT. Each preferred
share is convertible into 333.33 shares of CDT common stock. In April of 2000,
the Company purchased 300 additional convertible preferred shares of CDT for
$225,000, which have the same convertible provisions noted above. The Company
accounts for its investment in CDT using the equity method, and recorded losses
of $225,000 and $500,000 in 2000 and 1998, respectively, related to its share of
CDT's operating results in those years. The CDT common and preferred stock has
no carrying value in the Company's balance sheet as of December 31, 2000 and
1999.
In November 2000, the Company committed to lend CDT $250,000 as part of a
$1.0 million loan facility between CDT, the Company and other entities. In
December 2000, the Company loaned CDT $125,000 as its share of the first
$500,000 draw down under the terms of the loan facility. This amount is included
in the prepaid expenses and other current assets line item on the consolidated
balance sheet. The principal balance on the loan with interest of 10% is payable
on May 14, 2001. For its participation in the loan facility and for its $125,000
contribution, the Company received 18,750 warrants to purchase CDT common stock.
The warrants have an exercise price of $2.00 and can be exercised on or before
November 14, 2010. The value assigned to these warrants on the consolidated
balance sheet at December 31, 2000, is not significant. To the extent CDT incurs
losses subsequent to the date of the loan, the carrying value of the loan on the
Company's financial statements will be adjusted downward based on the Company's
pro-rata share of the losses incurred.
CDT's summary financial information for the years ended December 31, 2000,
1999 and 1998 is as follows:
2000 1999 1998
------------------------------
Current assets $ 965 $1,311
Other assets 92 35
Current liabilities 403 494
Long-term debt 500 -
Net revenues 582 142 $ 46
Loss from operations (2,036) (2,485) (2,663)
Net loss (2,713) (4,584) (2,984)
Pursuant to an assignment agreement of certain technology to CDT, the
Company is due royalties from CDT of 2.5% of CDT's annual revenue from sales of
CDT's Platinum Fuel Catalyst, commencing in 1998. The royalty obligation expires
in 2008. CDT may terminate the royalty obligation to the Company by payment of
$12 million commencing in 1998 and declining annually to $1,090,910 in 2008. CDT
as assignee and owner will maintain the technology at its own expense. To date,
no royalties from CDT have been received by the Company. The report of
independent auditors pertaining to CDT's financial statements for the years
ended December 31, 2000, 1999 and 1998, contained a going concern qualification.
The Company intends to record royalties from CDT on a cash basis.
On April 30, 1998, the Company entered into an agreement with American
Bailey Corporation for it to provide certain management and consulting services
to the Company. ABC currently owns 26% of the Company's Common Shares and also
owns warrants to purchase an additional 3.0 million shares, which expire on
April 30, 2008. No fees were to be payable under the agreement for the first 24
months. This agreement was amended in 1999 to extend its term to April 30, 2002,
and provide for the payment of a management fee of $10,417 per month commencing
September 1, 1999, through May 1, 2000, and $20,833 per month until the
termination of the agreement.
NFT paid fees to FTI as compensation for selected sales and other specified
services. In addition, NFT reimbursed FTI for payroll, rent and other
expenditures incurred on its behalf. From January 1, 1998, to April 30, 1998,
these billings were $1,001,000.
As noted previously, in the second quarter of 2000 the Company announced
that it would concentrate its European resources in its Italian company, Fuel
Tech Srl, and shut down Fuel Tech GmbH, a wholly owned subsidiary, in Germany.
As part of the restructure, Fuel Tech GmbH's NOxOUT chemical business was sold
to a new entity in Germany (Fuel Tech CS GmbH) in which the Company holds a 49%
ownership interest that was purchased for $116,000. The selling price is
dependent on the future results of the chemical business, but will not be less
than 1,250,000 Deutchmarks (approximately $600,000), paid out over three years.
A gain on this transaction of $269,000 was recorded in other income and expense
in the consolidated statement of operations.
Also as part of the restructure, Fuel Tech GmbH recorded a charge of
$528,000 related to the closure of the entity. The charge included accruals of
$343,000 primarily for severance obligations for four employees, lease
termination costs and other costs related to the closure of the entity. This
charge was recorded as a reduction to operating income in the consolidated
statement of operations. As of December 31, 2000, the Company made payments of
approximately $277,000 related to this charge. The remaining amount is expected
to be paid during the first half of 2001.
The Company has an option to require the majority shareholder of Fuel Tech
CS GmbH to purchase up to 35% of Fuel Tech CS GmbH from the Company at fair
value between three and five years from the date of the purchase agreement.
13
10. DEFINED CONTRIBUTION PLAN
The Company has a retirement savings plan available for all U.S. employees
who have met minimum length-of-service requirements. The Company's contributions
are determined based upon amounts contributed by the Company's employees with
additional contributions made at the discretion of the Company's Board of
Directors. Costs related to this plan were $289,000, $276,000 and $148,000 in
2000, 1999 and 1998, respectively.
11. BUSINESS SEGMENT AND GEOGRAPHIC AREA DATA
The Company's business is organized into one operating segment providing
air pollution control chemicals and equipment.
Information concerning the Company's operations by geographic area is
provided below. Operating earnings represent sales less cost of products sold
and operating expenses. Foreign operating expenses include direct expenses
incurred outside of the United States of foreign corporations controlled by the
Company plus an allocation of domestic selling and general expenses directly
related to the foreign operations. Assets are those directly associated with
operations of the geographic area.
For the years ended December 31 2000 1999 1998
Revenues:
Domestic $ 17,550,000 $ 25,127,000 $ 20,638,000
Foreign 4,356,000 8,198,000 5,226,000
------------ ------------ ------------
$ 21,906,000 $ 33,325,000 $ 25,864,000
============ ============ ============
Operating Earnings:
Domestic $ 1,506,000 $ 4,017,000 $ 3,204,000
Foreign (662,000) 812,000 (601,000)
------------ ------------ ------------
$ 844,000 $ 4,829,000 $ 2,603,000
============ ============ ============
December 31 2000 1999 1998
------------ ------------ ------------
Assets:
Domestic $ 19,640,000 $ 22,020,000 $ 16,307,000
Foreign 3,449,000 2,444,000 2,846,000
------------ ------------ ------------
$ 23,089,000 $ 24,464,000 $ 19,153,000
============ ============ ============
QUARTERLY FINANCIAL DATA
Set forth below are the unaudited quarterly financial data for the fiscal years
ended December 31, 2000 and 1999. The information for 1999 has not been reviewed
by independent auditors.
For the quarter ended: March 31 June 30 September 30 December 31
(in thousands, except share data)
2000:
Net sales $ 4,455 $ 5,851 $ 5,981 $ 5,619
Cost of sales 2,777 3,271 2,944 2,765
Net (loss) income (296) (325) 753 283
Net (loss) income per common share:
Basic $ (.02) $ (.02) $ .04 $ .02
Diluted $ (.02) $ (.02) $ .04 $ .01
1999:
Net sales $ 8,766 $ 8,414 $ 7,288 $ 8,857
Cost of sales 5,697 4,465 4,016 4,627
Net income 373 1,353 538 744
Net income per common share:
Basic $ .02 $ .08 $ .03 $ .04
Diluted $ .02 $ .07 $ .03 $ .04
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report on Form 10-K/A Amendment No. 1 to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: April 3, 2001 By: /s/ S.M. Schecter
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Scott M. Schecter
Vice President and Chief Financial Officer