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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 June 30, 2001
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: 000-21724
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FUEL-TECH N.V.
(Exact name of registrant as specified in its charter)
Netherlands Antilles N.A.
- -------------------- -------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
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)
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 August 3, 2001, there were outstanding 18,554,377 shares of Common Stock,
par value $0.01 per share, of the registrant.
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FUEL-TECH N.V.
Form 10-Q for the three and six-month periods ended June 30, 2001
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2001
and December 31, 2000 1
Condensed Consolidated Statements of Operations for the Three and
Six-Month Periods Ended June 30, 2001 and 2000 2
Condensed Consolidated Statements of Cash Flows for the Three and
Six-Month Periods Ended June 30, 2001 and 2000 3
Notes to the Condensed Consolidated Financial Statements
4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
11
SIGNATURES 12
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FUEL-TECH N.V.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. Dollars, except share data)
June 30, December 31,
2001 2000
------------- -------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 9,553 $ 8,987
Accounts receivable, net 4,010 7,550
Prepaid expenses and other current assets 1,135 1,181
--------- ---------
Total current assets 14,698 17,718
Equipment, net of accumulated depreciation of
$4,775 and $4,489, respectively 1,660 1,584
Goodwill, net of accumulated amortization of
$757 and $590, respectively 2,282 2,450
Other intangibles, net of accumulated amortization
of $829 and $809, respectively 471 458
Other 705 879
--------- ---------
Total assets $ 19,816 $ 23,089
========= =========
Liabilities and stockholders' equity
Current liabilities:
Current portion of note payable $ 900 $ 900
Accounts payable 1,384 2,480
Accrued expenses 1,259 1,796
--------- ---------
Total current liabilities 3,543 5,176
Note payable 2,250 2,700
Other liabilities 492 646
--------- ---------
Total liabilities 6,285 8,522
Stockholders' equity:
Common stock, par value $0.01 per share,
authorized 40,000,000 shares, 18,597,347
and 18,526,972 shares issued, respectively 186 185
Additional paid-in capital 86,144 86,097
Accumulated deficit (75,546) (74,574)
Accumulated other comprehensive (loss) income (15) 97
Treasury stock (1,058) (1,058)
Nil coupon perpetual loan notes 3,820 3,820
--------- ---------
Total stockholders' equity 13,531 14,567
Total liabilities and stockholders' equity $ 19,816 $ 23,089
========= =========
See notes to condensed consolidated financial statements.
1
FUEL-TECH N.V.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands of U.S. dollars, except share data)
Three Months Ended Six Months Ended
June 30 June 30
---------------------------- ----------------------------
2001 2000 2001 2000
---- ---- ---- ----
Net sales $ 4,741 $ 5,851 $ 7,896 $ 10,306
Costs and expenses:
Cost of sales 2,225 3,271 3,942 6,048
Selling, general and administrative 2,065 1,973 4,132 3,606
Research and development 317 235 556 476
Closing costs related to German subsidiary -- 528 -- 528
------------ ------------ ------------ ------------
Operating income (loss) 134 (156) (734) (352)
Loss from equity interest in affiliate (56) (126) (174) (126)
Interest expense (66) (93) (138) (183)
Other income (expense):
Gain on sale of German subsidiary's
chemical business -- 269 -- 269
Cumulative translation loss related to
German subsidiary -- (231) -- (231)
Other income, net 59 12 75 2
------------ ------------ ------------ ------------
Income (loss) before taxes 71 (325) (971) (621)
Income taxes -- -- -- --
------------ ------------ ------------ ------------
Net income (loss) $ 71 $ (325) $ (971) $ (621)
============ ============ ============ ============
Net income (loss) per common share:
Basic $ -- $ (.02) $ (.05) $ (.03)
============ ============ ============ ============
Diluted $ -- $ (.02) $ (.05) $ (.03)
============ ============ ============ ============
Average number of common shares outstanding:
Basic 18,537,000 18,383,000 18,526,000 18,370,000
============ ============ ============ ============
Diluted 20,684,000 18,383,000 18,526,000 18,370,000
============ ============ ============ ============
See notes to condensed consolidated financial statements.
2
FUEL-TECH N.V.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands of U.S. dollars)
Six Months Ended
June 30
------------------------
2001 2000
---- ----
Operating activities
Net cash provided by
operating activities $ 1,634 $ 1,801
------- -------
Investing activities
Investment in affiliate -- (225)
Loan to affiliate (125) --
Purchases of equipment and patents (469) (392)
------- -------
Net cash used in investing activities (594) (617)
------- -------
Financing activities
Exercise of stock options 48 249
Repayment of borrowings (450) (450)
------- -------
Net cash used in financing activities (402) (201)
------- -------
Effect of exchange rate fluctuations on cash (72) (26)
------- -------
Net increase in cash and cash equivalents 566 957
Cash and cash equivalents at beginning
of period 8,987 8,959
------- -------
Cash and cash equivalents at
end of period $ 9,553 $ 9,916
======= =======
See notes to condensed consolidated financial statements.
3
FUEL-TECH N.V.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
(Unaudited)
Note A: 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 Article 10 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 (consisting of normal recurring accruals) considered necessary for a
fair presentation of the results of operations for the periods covered have been
included. Operating results for the six-month period ended June 30, 2001, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2001.
The balance sheet at December 31, 2000, has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
For further information, refer to the consolidated financial statements
and footnotes thereto included in Fuel-Tech N.V.'s annual report on Form 10-K
for the year ended December 31, 2000.
Fuel-Tech N.V., including its subsidiaries (the "Company"), is a
technology company active in the business of air pollution control through its
wholly owned subsidiary Fuel Tech, Inc. ("FTI") and its affiliate Clean Diesel
Technologies, Inc. ("CDT"). Fuel-Tech N.V., incorporated in 1987 under the laws
of the Netherlands Antilles, is registered at Castorweg 22--24 in Curacao under
No. 1334/N.V.
Note B: Close of German Subsidiary
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. At that time, a
charge of $528,000 was recorded related to the closure of the entity. The charge
includes 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 part of operating income in the condensed
consolidated statement of operations. As of June 30, 2001, the Company has
remitted approximately $293,000 related to the reserved closing costs.
4
Note C: Earnings Per Share Data
Basic earnings per share excludes the dilutive effects of stock options
and warrants and of the nil coupon non-redeemable convertible unsecured loan
notes. Diluted earnings per share includes the dilutive effect of stock options
and warrants and of the nil coupon non-redeemable convertible unsecured loan
notes. The following table sets forth the weighted-average shares (in thousands)
used in calculating the earnings per share for the three and six-month periods
ended June 30, 2001 and 2000:
Three months ended Six months ended
------------------ -----------------
2001 2000 2001 2000
---- ---- ---- ----
Basic weighted-average shares 18,537 18,383 18,526 18,370
Conversion of unsecured loan notes 471 -- -- --
Unexercised options and warrants 1,676 -- -- --
-------- ------ ------ ------
Diluted weighted-average shares 20,684 18,383 18,526 18,370
======== ======= ====== ======
Note D: Total Comprehensive Income
Total comprehensive income for the Company is comprised of net income,
the impact of foreign currency translation, and the change in fair value of the
interest rate swap for the three and six-month periods ended June 30, 2001 and
2000. Total comprehensive income was $38,000 and $(67,000) for the three month
periods ended June 30, 2001 and 2000, respectively.
Total comprehensive income was $(1,083,000) and $(416,000) for the six
month periods ended June 30, 2001 and 2000, respectively.
For the three months ended For the six months ended
June 30, June 30,
-------------------------- ---------------------------
2001 2000 2001 2000
---- ---- ---- ----
Comprehensive income:
Net income $ 71,000 $ (325,000) $ (971,000) $ (621,000)
Foreign currency
translation (33,000) 27,000 (72,000) (26,000)
Change in fair value of -- --
interest rate swap -- (40,000)
Foreign currency loss on
German subsidiary -- 231,000 -- 231,000
---------- ------------ ----------- ------------
$ 38,000 $ (67,000) $(1,083,000) $ (416,000)
========== ============ =========== ============
5
Note E: Derivative Financial Instruments
Effective January 1, 2001, the Company adopted SFAS 133, which
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. All derivatives, whether designated in hedging relationships
or not, are required to be recorded on the balance sheet at fair value. If the
derivative is designated as a fair value hedge, the changes in the fair value of
the derivative and of the hedged item attributable to the hedged risk are
recognized in earnings. If the derivative is designated as a cash flow hedge,
the effective portions of changes in the fair value of the derivative are
recorded in accumulated other comprehensive income or loss, and are recognized
in the income statement when the hedged item affects earnings. Ineffective
portions of changes in the fair value of cash flow hedges are recognized in
earnings.
Interest Rate Risk Management:
The Company is exposed to interest rate risk due to its long-term debt
arrangement. The Company uses an interest rate derivative instrument (an
interest rate swap) to manage exposure to interest rate changes. 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 term of the swap is from October 22, 1999 until October
22, 2002.
At the date of adoption, January 1, 2001, the Company recorded the fair value of
the interest rate swap, a credit of approximately $20,000, as an "other
liability" with a corresponding decrease to "accumulated other comprehensive
income."
At March 31, 2001, the Company reduced further the fair value of the interest
rate swap by approximately $20,000, thus increasing the "other liability" with a
corresponding decrease to "accumulated other comprehensive income" for this
amount. At June 30, 2001, the fair value of the swap was approximately the same.
The impact of the ineffectiveness calculation at this same date was immaterial.
Foreign Currency Risk Management:
The Company's earnings and cash flow are subject to fluctuations due to changes
in foreign currency exchange rates. The Company does not enter into foreign
currency forward contracts or into foreign currency option contracts to manage
this risk due to the immaterial nature of the transactions involved.
6
Note F: Accounting for Goodwill and Other Intangible Assets
Effective January 1, 2002, the Company will adopt FASB (Financial
Accounting Standards Board) Statement No. 142, Goodwill and Other Intangible
Assets which was approved on June 29, 2001. Under the guidance of this
statement, Goodwill and indefinite-lived intangible assets will no longer be
amortized but will be reviewed annually, or more frequently if impairment
indicators arise, for impairment.
Note G: Business Segment and Geographic Disclosures
The Company operates in one business 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 by 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 in the geographic area.
For the three months ended For the six months ended
June 30, June 30,
---------------------------------- -------------------------------
2001 2000 2001 2000
---- ---- ----- ----
Revenues:
Domestic $3,832,000 $ 5,286,000 $6,560,000 $ 9,003,000
Foreign 909,000 565,000 1,336,000 1,303,000
----------- ------------ ---------- ------------
$4,741,000 $ 5,851,000 $7,896,000 $10,306,000
=========== ============ ========== ============
Operating Earnings:
Domestic $ 68,000 $ 666,000 $ (657,000) $ 589,000
Foreign 66,000 (822,000) (77,000) (941,000)
----------- ----------- --------- -----------
$ 134,000 $ (156,000) $ (734,000) $ (352,000)
=========== ============ ========== ============
June 30, December 31,
2001 2000
-------- ------------
Assets:
Domestic $17,345,000 $19,640,000
Foreign 2,471,000 3,449,000
------------ ------------
$19,816,000 $23,089,000
============ ============
7
FUEL-TECH N.V.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
Net sales for the three months ended June 30, 2001 and 2000 were
$4,741,000 and $5,851,000, respectively while net sales for the six months ended
June 30, 2001 and 2000 were $7,896,000 and $10,306,000, respectively. The year
on year decline is attributable to the decrease in domestic NOx reduction
utility and industrial project revenues. NOx reduction utility revenue had been
negatively impacted by the delay in obtaining a final ruling on the
Environmental Protection Agency's (EPA) SIP Call regulation. As discussed
further below, the uncertainty regarding this regulation has now been removed
and the Company expects demand for its NOx reduction technologies to increase
significantly during the next few years. The decline in domestic industrial
project revenue is due to a reduction in industrial project backlog year on
year. Domestic industrial project revenue was heightened late in 1999 and early
in 2000 due to the NOx reduction requirements mandated in Title III of the Clean
Air Act Amendments of 1990 (CAAA). Domestic fuel treatment chemical revenues for
the first half of the year were in excess of prior year by approximately
$2,000,000. The favorable results were attributable to two primary factors,
namely, the extensive burning of oil at key customer locations and to the
continued development of new business opportunities for the Company's patented
targeted-in-furnace-injection technology.
The "SIP Call" is the federal mandate introduced in 1998 to further
reduce NOx in 22 states by May 2003. This mandate was an extension of Phase II
of Title I of the CAAA. In May 1999 a stay was imposed on this regulation. On
March 3, 2000, an appellate court of the D.C. Circuit upheld the validity of the
SIP Call for 19 of the 22 states and, on June 22, 2000, the same court made a
final ruling upholding the EPA's SIP call regulation and denying the appeal of
the states and utilities. Subsequent to this court ruling, the stay on the SIP
Call was lifted. Although the NOx reduction requirement date was moved back one
year to May of 2004, nineteen states were required to complete and issue their
State Implementation Plans for NOx reduction by October of 2000. These plans,
which the EPA has until October 2001 to approve, will potentially impact 700 to
800 utility boilers and 400 to 500 industrial units.
In February 2001, the United States Supreme Court, in a unanimous
decision, upheld EPA's authority to revise the National Ambient Air Quality
Standard for ozone to 0.080 parts per million averaged through an eight-hour
period from the current 0.120 parts per million for a one-hour period. This more
stringent standard provides clarity and impetus for air pollution control
efforts well beyond the current ozone attainment requirement of 2007. In keeping
with this trend, the Supreme Court, only days later, denied industry's attempt
to stay the SIP Call, effectively exhausting all means of appeal.
In addition to the SIP Call regulation, the so-called Section 126
Petitions, which enable downwind states to obtain relief from pollutants arising
from their upwind neighbors, require major emissions sources in 12 of the 19
aforementioned states to comply with the 85% aggregate NOx reduction requirement
by May 1, 2003.
Based on these regulatory developments, the Company expects to see
project bookings from utilities resume towards the end of 2001 and beyond.
Cost of sales for the second quarter, and for the first half of the
year, is improved on a percentage basis from that of the prior year, reflecting
a favorable product mix impact as domestic fuel treatment chemical revenues
comprised a larger percent of total revenues during the first half of 2001. The
sale of the Company's chemical business in Germany in June of 2000 also
contributed to the margin improvement, as this business was highly competitive
and contributed lower margins than similar product sales in the U.S.
Selling, general and administrative expenses were $2,065,000 in the
second quarter of 2001 versus $1,973,000 in the comparable period in 2000. For
the six months ended June 30, 2001 and 2000, selling, general
8
and administrative expenses increased to $4,132,000 from $3,606,000 in 2000. The
increase is due primarily to a refocusing of the Company's engineering resources
towards planning efforts for the anticipated increase in NOx project business
and towards refinement of new proprietary technologies (e.g. NOxOUT Ultra).
Engineering resources, whose time in prior quarters would have been charged to
cost of sales, were charged instead to selling, general and administrative
expenses or research and development expenses.
Research and development expenses for the six months ended June 30,
2001 and 2000 were $556,000 and $476,000, respectively. The Company continues to
pursue commercial applications for its technologies outside of its traditional
markets, with a particular focus on it's advanced visualization and NOxOUT Ultra
products.
For the six months ended June 30, 2001, the Company recognized a loss
of $49,000 on its equity investment in Fuel Tech CS GmbH, a 49% owned entity,
the majority of which being attributable to a non-cash charge related to a
decrease in the amortization period for goodwill. A loss of $125,000 was
recognized on the Company's equity investment in Clean Diesel Technologies,
Inc., its 21.6 percent-owned affiliate.
For the six months ended June 30, 2001, the Company recorded other
income of $75,000 versus $2,000 in the comparable period in 2000. The increase
stems largely from a decrease in the amortization period for the deferred gain
that was recorded in the second quarter of 2000 at the time of sale of the
Company's German chemical business to Fuel Tech CS GmbH. The amortization
periods for the goodwill on the books of Fuel Tech CS GmbH, mentioned above, and
for the deferred gain on the books of the Company, are the same.
Interest expense for the six months ended June 30, 2001 was reduced to
$138,000 from $183,000 in the comparable period in 2000, the decrease being
attributable to a reduction in the average outstanding principal balance on the
Company's term loan, as well as a reduction in short term interest rates.
There was no income tax expense recorded in either the first six months
of 2001 or 2000.
Liquidity and Sources of Capital
For the six months ended June 30, 2001 and 2000, the Company generated
cash from operating activities of $1,634,000 and $1,801,000, respectively. The
increased cash generation stems primarily from a reduction in trade working
capital in both periods, which served to offset the Company's operating losses.
At June 30, 2001 and December 31, 2000, the Company had cash and cash
equivalents of $9,553,000 and $8,987,000, respectively.
Working capital decreased to $11,155,000 at June 30, 2001 from
$12,542,000 at December 31, 2000 due primarily to a reduction in accounts
receivable related to NOx reduction projects which has been driven by lower NOx
reduction revenues.
9
Forward-Looking Statements
Statements in this Form 10-Q that 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, 2000.
10
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
At the annual general meeting of the Company, held on June 12, 2001,
12,645,516 common shares, par $.01 per share, or 68.23% of the issued and
outstanding common shares of the Company as of the record date, were represented
in person or by proxy and:
(i) The proposal to approve the Report of Management of the Company
for the year ended December 31, 2000 was approved by a vote of
12,637,866 in favor, 2,000 votes against and 5,650 abstaining.
(ii) The proposal to approve the Financial Statements of the Company
for the year ended December 31, 2000 was approved by a vote of
12,631,866 in favor, none against and 13,650 abstaining.
(iii) The proposal to approve the election of nine nominees as a
group as Managing Directors of the Company and to fix their
compensation was approved with totals of 12,530,866 shares cast
for and 115,150 withheld; and with respect to each of the
nominees, as follows:
Name Votes for Votes Withheld
---- --------- --------------
Douglas G. Bailey 12,610,866 34,650
Ralph E. Bailey 12,610,866 34,650
John A. de Havilland 12,610,866 34,650
Charles W. Grinnell 12,600,866 44,650
Jeremy D. Peter-Hoblyn 12,550,366 95,150
John R. Selby 12,610,866 34,650
Thomas S. Shaw 12,610,866 34,650
Tarma Trust Management N.V. 12,607,866 37,650
James M. Valentine 12,530,866 115,150
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
None
b. Reports on Form 8-K
None
11
FUEL-TECH N.V.
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.
Date: August 3, 2001 By: /s/Ralph E. Bailey
---------------------------------
Ralph E. Bailey
Chairman, Managing Director and Chief
Executive Officer
Date: August 3, 2001 By: /s/Scott M. Schecter
---------------------------------
Scott M. Schecter
Chief Financial Officer, Vice
President and Treasurer
12