UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A-1
(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, 2004
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
--------------------
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
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in rule 12b-2 under the Securities Exchange Act of 1934).
Yes X No
--- ---
As of April 24, 2004, there were outstanding 19,625,343 shares of Common Stock,
par value $0.01 per share, of the registrant.
================================================================================
EXPLANATORY NOTE
This amendment to Form 10-Q is filed only for the purpose of
changing the phrase "annual report" in Paragraph 4(a) of Exhibits 31.1 and
31.2 to "report" and, in paragraph 4(d) of those Exhibits, the phrase "fourth
fiscal quarter" to "most recent fiscal quarter." No other changes are
effected by this amendment.
FUEL-TECH N.V.
Form 10-Q for the three-month period ended March 31, 2004
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2004 1
and December 31, 2003
Condensed Consolidated Statements of Operations for the Three 2
Month Periods Ended March 31, 2004 and 2003
Condensed Consolidated Statements of Cash Flows for the Three 3
Month Periods Ended March 31, 2004 and 2003
Notes to the Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of 8
Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
Item 4. Controls and Procedures 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
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)
March 31, December 31,
2004 2003
--------------- ---------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 6,115 $ 7,812
Accounts receivable, net 5,380 6,095
Prepaid expenses and other current assets 1,306 1,107
------------- ---------------
Total current assets 12,801 15,014
Equipment, net of accumulated depreciation of
$6,282 and $6,165, respectively 2,666 2,127
Goodwill, net of accumulated amortization of
$924 2,119 2,119
Other intangible assets, net of accumulated amortization
of $48 and $24, respectively 1,250 1,274
Other 808 1,064
--------------- ---------------
Total assets $ 19,644 $ 21,598
=============== ===============
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 1,750 $ 2,244
Accrued expenses 812 1,744
--------------- ---------------
Total current liabilities 2,562 3,988
Other liabilities 295 299
--------------- ---------------
Total liabilities 2,857 4,287
Stockholders' equity:
Common stock, par value $0.01 per share,
authorized 40,000,000 shares, 19,623,553
and 19,621,503 shares issued, respectively 196 196
Additional paid-in capital 89,702 89,698
Accumulated deficit (72,536) (72,030)
Accumulated other comprehensive income 26 48
Treasury stock (1,133) (1,133)
Nil coupon perpetual loan notes 532 532
--------------- ---------------
Total stockholders' equity 16,787 17,311
--------------- ---------------
Total liabilities and stockholders' equity $ 19,644 $ 21,598
=============== ===============
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
March 31
2004 2003
----------------------------
Net sales $ 6,152 $ 8,036
Costs and expenses:
Cost of sales 3,216 5,409
Selling, general and administrative 3,152 2,854
Research and development 303 311
------------ ------------
Operating loss (519) (538)
Interest expense - (16)
Other income, net 13 37
------------ ------------
Loss before taxes (506) (517)
Income tax benefit - -
------------ ------------
Net loss $ (506) $ (517)
============ ============
Net loss per common share:
Basic $ (.03) $ (.03)
============ ============
Diluted $ (.03) $ (.03)
============ ============
Average number of common shares outstanding:
Basic 19,504,000 19,552,000
============ ============
Diluted 19,504,000 19,552,000
============ ============
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)
Three Months Ended
March 31
2004 2003
----------------------
Operating activities
Net cash used in
operating activities $ (829) $ (2,137)
-------- --------
Investing activities
Purchases of equipment and patents (850) (328)
-------- --------
Net cash used in investing activities (850) (328)
-------- --------
Financing activities
Exercise of stock options 4 108
Purchase of treasury shares - (35)
Repayment of borrowings - (225)
-------- --------
Net cash provided by (used in)
financing activities 4 (152)
-------- --------
Effect of exchange rate fluctuations on cash (22) 6
-------- --------
Net decrease in cash and
cash equivalents (1,697) (2,611)
Cash and cash equivalents at beginning
of period 7,812 10,939
-------- --------
Cash and cash equivalents at
end of period $ 6,115 $ 8,328
======== ========
See notes to condensed consolidated financial statements.
3
FUEL-TECH N.V.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
(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 three-month period ended March 31, 2004, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2004.
The balance sheet at December 31, 2003, 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, 2003.
Fuel-Tech N.V. through its subsidiaries (the "Company"), is a
technology company active in the business of air pollution control. The Company,
incorporated in 1987 under the laws of the Netherlands Antilles, is registered
at Castorweg 22--24 in Curacao under No. 1334/N.V.
4
Note B: 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. Such amounts have been excluded for the three-month periods ended March
31, 2004 and 2003, respectively, as they are antidilutive to the net loss for
these periods. The following table sets forth the weighted-average shares (in
thousands) used in calculating the earnings per share for the three month
periods ended March 31, 2004 and 2003:
Three months ended
2004 2003
----------------------
Basic weighted-average shares 19,504 19,552
Conversion of unsecured loan notes - -
Unexercised options and warrants - -
----------------------
Diluted weighted-average shares 19,504 19,552
======================
Note C: Total Comprehensive Loss
Total comprehensive loss for the Company is comprised of net loss and
the impact of foreign currency translation. The total comprehensive loss was
$528,000 and $511,000 for the three-month periods ended March 31, 2004 and 2003,
respectively.
For the three months ended
March 31
------------------------------------------
2004 2003
------------------ -------------------
Comprehensive loss:
Net loss $ (506,000) $ (517,000)
Foreign currency translation (22,000) 6,000
------------------ -------------------
$ (528,000) $ (511,000)
================== ===================
5
Note D: Derivative Financial Instruments
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.
Note E: Stock-Based Compensation
Fuel Tech accounts for stock option grants in accordance with
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees." Under Fuel Tech's current plan, 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.
If compensation expense for Fuel Tech'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, "Accounting for Stock-Based Compensation,"
Fuel Tech's net loss and loss per share would have been adjusted as follows for
the three month periods ended March 31, 2004 and 2003:
(in thousands except For the three months
per share amounts) ended March 31
2004 2003
------------ -------------
Net loss
As reported $ (506) $ (517)
As adjusted (675) (673)
Basic and diluted loss
per share:
Basic - as reported $ (.03) $ (.03)
Basic - as adjusted $ (.04) $ (.03)
Diluted - as reported $ (.03) $ (.03)
Diluted - as adjusted $ (.04) $ (.03)
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 four years.
6
Note F: Debt
Fuel Tech, Inc. (FTI) has a $10.0 million revolving credit facility
expiring July 31, 2004, which is collateralized by all personal property owned
by FTI. FTI can use this facility for cash advances and standby letters of
credit. Cash advances under this facility bear interest at the bank's prime
rate, or at an optional rate that can be selected by FTI which is based on the
bank's Interbank Offering Rate plus 2.25%.
At March 31, 2004, there are no borrowings outstanding on the facility.
Note G: Business Segment and Geographic Disclosures
The Company operates in one business segment providing technology
solutions, including equipment and specialty chemicals, to operators of utility
and industrial boilers that improve boiler performance and reduce emissions of
nitrogen oxides.
Information concerning the Company's operations by geographic area is
provided below. Operating income (loss) represents 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 selling and general expenses incurred in the
United States that are directly related to the foreign operations. Assets are
those directly associated with operations in the geographic area.
For the three months ended
March 31
------------------------------
2004 2003
----------- -----------
Revenues:
United States $ 4,577,000 $ 6,879,000
Foreign 1,575,000 1,157,000
----------- -----------
$ 6,152,000 $ 8,036,000
=========== ===========
Operating income (loss):
United States $ (579,000) $ (585,000)
Foreign 60,000 47,000
----------- -----------
$ (519,000) $ (538,000)
=========== ===========
March 31, December 31,
2004 2003
----------- -----------
Assets:
United States $17,805,000 $19,487,000
Foreign 1,839,000 2,111,000
----------- -----------
$19,644,000 $21,598,000
=========== ===========
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 March 31, 2004 and 2003 were
$6,152,000 and $8,036,000, respectively. The decline reflects the expected
reduction in revenues derived from the NOx reduction project business. As
referred to previously, although the Environmental Protection Agency's (EPA) SIP
(State Implementation Plan) Call regulation is effective as of May 31, 2004,
there are several factors that have led to a slowing of equipment orders in the
air pollution control business in recent months. Depressed NOx allowance prices
for 2004, which are the result of weak demand for power and the existence of a
shortened ozone season, have caused some utilities to delay capital spending and
to meet their requirements on a short-term basis through the purchase of
allowances and other temporary means. In addition, many utilities continue to
experience significant capital constraints. Based on these market factors, the
air pollution control business did weaken during the latter portion of 2003, and
is expected to remain weak during the remainder of the first half of 2004. It is
expected that the second half of 2004 will start to show improvement, with
increased strength in 2005 and 2006. Fuel Tech continues to work towards
developing alliance agreements with critical customers as they look to finalize
their compliance plans.
The decline in NOx reduction project revenues was partially offset by a
116% increase in Fuel treatment chemical revenues, as this product line
contributed revenues at a record level during the first quarter of 2004.
Revenues derived from Western coal-fired utility boilers had the largest year on
year impact, and positive contributions were attained from utilities burning
oil, both in the United States and in foreign locations. Contributions from the
customer accounts acquired from Martin Marietta Magnesia Specialties, LLC on
September 30, 2003, were greater than expected.
Fuel Tech believes that its success on several Western coal-fired
utility boilers, along with intensely focused sales and marketing efforts and
the utilization of strategic partners in related businesses, will lead to
further penetration of the Western coal-fired utility market in the near future.
This market represents the largest market opportunity for the fuel treatment
chemical business and penetration into this market is a priority. The Company's
TIFI (targeted in-furnace injection) technology alleviates the slagging and
fouling issues associated with burning coals that are high in low-melting-point
ash constituents, such as sodium. Fuel Tech has received two additional orders
for demonstrations on coal-fired boilers in 2004, and additional orders are
expected.
Cost of sales as a percentage of net sales for the three-month period
ended March 31, 2004 declined to 52% from 67% in the first quarter of the prior
year. A significantly larger percentage of the revenues for the first three
months of 2003 were generated by NOx reduction projects (in particular turnkey
projects) than in 2004. Further, gross margins from the fuel treatment chemical
product line are greater than the NOx reduction project business.
Selling, general and administrative expenses were $3,152,000 and
$2,854,000 for the three months ended March 31, 2004 and 2003, respectively. The
increase is due primarily to the addition of sales resources for the fuel
treatment chemical business.
Research and development expenses for the quarter ended March 31, 2004
were at the same level as the prior year. The Company continues to pursue
commercial applications for its technologies outside of its traditional markets.
There was no Interest expense recorded for the three month period ended
March 31, 2004. In the second quarter of 2003 the Company paid off the entirety
of its outstanding debt balance.
The decline in other income and (expense) for the three months ended
March 31, 2004 versus the prior year was due primarily to a reduction in
interest income resulting from the decrease in short-term rates and to a slight
reduction in the average outstanding cash balance.
8
No provision for federal or state income taxes was recorded during the
three-month period ended March 31, 2004 due to the net loss.
9
Liquidity and Sources of Capital
For the three months ended March 31, 2004, the Company used cash for
operating activities in the amount of $829,000, while $2,137,000 was used by
operating activities for the same period in 2003. The reduction in the use of
cash from operations was due primarily to a lesser reduction in accounts payable
and accrued expenses during the first quarter of 2004 than was experienced
during the first quarter of 2003.
At March 31, 2004 and December 31, 2003, the Company had cash and cash
equivalents of $6,115,000 and $7,812,000, respectively, while working capital
for the same two periods was $10,239,000 and $11,026,000, respectively. The
decline in cash and working capital from December 31, 2003 was driven by the net
loss, and by the investment in equipment to support the fuel treatment chemical
business.
10
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, 2003.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Please refer to Note D.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures and internal
controls designed to ensure that information required to be disclosed in the
Company's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The Company's management,
with the participation of its principal executive and financial officers, has
evaluated the effectiveness of the Company's disclosure controls and procedures
as of the end of the period covered by this Quarterly Report on Form 10-Q. The
Company's principal executive and financial officers have concluded, based on
such evaluation, that such disclosure controls and procedures were effective for
the purpose for which they were designed as of the end of such period.
There was no change in the Company's internal control over financial
reporting that was identified in connection with such evaluation that occurred
during the period covered by this Quarterly Report on Form 10-Q that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of
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
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 31.1 and 31.2 are filed herewith
Exhibit 32 is furnished herewith
b. Reports on Form 8-K
The Company filed form 8-K on March 4, 2004. This filing included
the Company's financial results for the fourth quarter and year
ended December 31, 2003.
12
FUEL-TECH N.V.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amended report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: January 7, 2005 By: /s/ Ralph E. Bailey
-------------------
Ralph E. Bailey
Chairman, Managing Director
and Chief Executive Officer
Date: January 7, 2005 By: /s/ Vincent J. Arnone
---------------------
Vincent J. Arnone
Chief Financial Officer,
Vice President and
Treasurer
13