UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,June 30, 2002
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]X No
[ ]----- -----
As of AprilJuly 26, 2002, there were outstanding 19,349,38419,525,635 shares of Common Stock,
par value $0.01 per share, of the registrant.
===========================================================================================================================================================
FUEL-TECH N.V.
Form 10-Q for the three-month period ended March 31,June 30, 2002
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2002 1
Condensed Consolidated Statements of Operations for the Three- 2
Month Periods Ended March 31, 2002 and 2001
Condensed Consolidated Statements of Cash Flows for the three- 3
Month Periods ended March
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2002 1
and December 31, 2001
Condensed Consolidated Statements of Operations for the Three and Six- 2
Month Periods Ended June 30, 2002 and 2001
Condensed Consolidated Statements of Cash Flows for the Three and Six- 3
Month Periods Ended June 30, 2002 and 2001
Notes to the Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of 9
Financial Condition and Results of Operations
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
Item 2. Changes in Securities 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
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,June 30, December 31,
2002 2001
-------- ----------------------- ---------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 9,14011,714 $ 9,338
Accounts receivable, net 4,5974,836 5,368
Prepaid expenses and other current assets 8771,337 857
-------- --------------------- ---------------
Total current assets 14,61417,887 15,563
Equipment, net of accumulated depreciation of
$4,478$4,739 and $4,222, respectively 1,7411,783 1,756
Goodwill, net of accumulated amortization of
$924 and $924, respectively 2,126 2,126
Other intangibles, net of accumulated amortization of
$795 and $786, respectively 409 411
Other 393 472
-------- --------820 883
--------------- ---------------
Total assets $ 19,28322,616 $ 20,328
======== ======================= ===============
Liabilities and stockholders' equity
Current liabilities:
Current portion of note payable $ 2,4752,250 $ 2,700
Accounts payable 1,3963,124 1,978
Deferred revenue -- 319
Accrued expenses 1,2761,814 1,705
-------- ----------------------- ---------------
Total current liabilities 5,1477,188 6,702
Other liabilities 442421 491
-------- ----------------------- ---------------
Total liabilities 5,5897,609 7,193
Stockholders' equity:
Common stock, par value $0.01 per share,
authorized 40,000,000 shares, 19,274,03419,518,635
and 18,984,097 shares issued, respectively 193195 190
Additional paid-in capital 90,01490,248 87,720
Accumulated deficit (75,895)(74,866) (76,207)
Accumulated other comprehensive loss (52)(4) (68)
Treasury stock (1,098) (1,098)
Nil coupon perpetual loan notes 532 2,598
-------- ----------------------- ---------------
Total stockholders' equity 13,69415,007 13,135
-------- ----------------------- ---------------
Total liabilities and stockholders' equity $ 19,28322,616 $ 20,328
======== ======================= ===============
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 31Six Months Ended
June 30 June 30
2002 2001 ----------------------------2002 2001
---------- ---------- ---------- -----------
Net sales $ 5,2218,021 $ 3,1554,741 $ 13,242 $ 7,896
Costs and expenses:
Cost of sales 2,583 1,7174,130 2,225 6,713 3,942
Selling, general and administrative 2,355 2,0672,653 2,065 5,008 4,132
Research and development 293 239
------------ ------------354 317 647 556
---------- ---------- ---------- -----------
Operating loss (10) (868)income (loss) 884 134 874 (734)
Income (loss) from equity interest in affiliates 238 (118)(15) (56) 223 (174)
Interest expense (43) (72)(34) (66) (77) (138)
Other income, net 77 16
------------ ------------194 59 271 75
---------- ---------- ---------- -----------
Income (loss) before taxes 262 (1,042)1,029 71 1,291 (971)
Income tax benefittaxes -- -- 50 --
------------ ---------------------- ---------- ---------- -----------
Net income (loss) $ 3121,029 $ (1,042)
============ ============71 $ 1,341 $ (971)
========== ========== ========== ===========
Net income (loss) per common share:
Basic $ .02.05 $ (.06)
============ ============.00 $ .07 $ (.05)
========== ========== ========== ===========
Diluted $ .01.05 $ (.06)
============ ============.00 $ .06 $ (.05)
========== ========== ========== ===========
Average number of common shares outstanding:
Basic 19,177,000 18,433,000
============ ============19,310,000 18,537,000 19,247,000 18,526,000
========== ========== ========== ==========
Diluted 22,632,000 18,433,000
============ ============22,733,000 20,684,000 22,675,000 18,526,000
========== ========== ========== ==========
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)
ThreeSix Months Ended
March 31June 30
2002 2001
----------------------------------------------------------
Operating activities
Net cash (used in) provided by
operating activities $ (195)2,654 $ 147
------------ ------------1,634
------------- -------------
Investing activities
Repayment from/(loan toto) affiliate 250 (125)
Proceeds from sale of equipment 17 --
Purchases of equipment and patents (277) (197)
------------ ------------(598) (469)
-------------- -------------
Net cash used in investing activities (10) (322)
------------ ------------(331) (594)
-------------- -------------
Financing activities
Exercise of stock options 230 --465 48
Repayment of borrowings (225) (225)(450) (450)
------------- --------------
Net cash provided by (used in)
------------ ------------
financing activities 5 (225)
------------ ------------15 (402)
------------- --------------
Effect of exchange rate fluctuations on cash 2 (39)
------------ ------------38 (72)
------------- --------------
Net decreaseincrease in cash and cash equivalents (198) (439)2,376 566
Cash and cash equivalents at beginning
of period 9,338 8,987
------------ ------------------------- -------------
Cash and cash equivalents at
end of period $ 9,14011,714 $ 8,548
============ ============9,553
============= =============
See notes to condensed consolidated financial statements.
3
FUEL-TECH N.V.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31,June 30, 2002
(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-monthsix-month period ended March 31,June 30, 2002, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2002.
The balance sheet at December 31, 2001, 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, 2001.
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
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. As of March 31,June 30, 2002, all closing costs, which approximated the Company has remitted approximately $331,000
related to the reserved closing costs.accrual
balance, have been paid.
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-monththree and six-month periods
ended March 31,June 30, 2002 and 2001:
Three months ended March 31Six months ended
2002 2001 2002 2001
---------------------- -------------------
Basic weighted-average shares 19,177 18,43319,310 18,537 19,247 18,526
Conversion of unsecured loan notes 8685 471 85 --
Unexercised options and warrants 3,3693,338 1,676 3,343 --
---------------------- --------------------
Diluted weighted-average shares 22,632 18,43322,733 20,684 22,675 18,526
====================== ===================
Note D: Total Comprehensive Income (Loss)
Total comprehensive income (loss) for the Company is comprised of net
income (loss), the impact of foreign currency translation, and the change in
fair value of the interest rate swap for the three-monththree and six-month periods ended
March 31 and June 30, 2002 and 2001. Total comprehensive income (loss) was $328,000$1,077,000
and $(1,121,000)$38,000 for the three monththree-month periods ended March 31,June 30, 2002 and 2001,
respectively. For the three months ended
March 31
------------------------------
2002 2001
----------- -----------
Comprehensive income:
NetTotal comprehensive income (loss) $ 312,000 $(1,042,000)
Foreign currency translation 2,000 (39,000)
Change in fair value of
interest rate swap 14,000 (40,000)
----------- -----------
$ 328,000 $(1,121,000)
=========== ===========was $1,405,000 and $(1,083,000)
for the six month periods ended June 30, 2002 and 2001, respectively.
For the three months ended June 30 For the six months ended June 30
------------------------------------------ ---------------------------------------
2002 2001 2002 2001
------------------ ------------------- ----------------- -----------------
Comprehensive income (loss):
Net income (loss) $ 1,029,000 $ 71,000 $1,341,000 $ (971,000)
Foreign currency translation 36,000 (33,000) 38,000 (72,000)
Change in fair value of
interest rate swap 12,000 -- 26,000 (40,000)
------------------ ------------------- ----------------- -----------------
$ 1,077,000 $ 38,000 $1,405,000 $(1,083,000)
================== =================== ================= =================
5
Note E: Derivative Financial Instruments
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 December 31, 2001, the Company recorded the fair value of the interest rate swap was a
credit of approximately $42,000, and was recorded as an "other liability" with a
corresponding decrease to "accumulated other comprehensive income."
As of March 31,June 30, 2002 the Company has increased the fair value of the
interest rate swap by $14,000,$26,000, thus decreasing the "other liability" with a
corresponding increase to "accumulated other comprehensive income" for this
amount. The impact of the ineffectiveness calculation at this same datefor all periods presented
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 adopted FASB (Financial
Accounting Standards Board) Statement No. 142, "Goodwill and Other Intangible
Assets." Under the guidance of this statement, goodwill and indefinite-lived
intangible assets willare no longer be amortized, but will beare reviewed for impairment
annually, or more frequently, if impairment indicators arise. For the threesix months
ended March 31,June 30, 2001, the Company recorded goodwill amortization of $83,000.
For the three months ended
March 31
-------------------------------
2002 2001
------------- -------------
Reported net income (loss) $ 312,000 $ (1,042,000)
Add back: Goodwill amortization -- 83,000
------------- -------------
Adjusted net income (loss) $ 312,000 $ (959,000)
============= =============
Basic earnings per share:
Reported net income (loss) $ .02 $ (.06)
Add back: Goodwill amortization -- .01
------------- -------------
Adjusted net income (loss) $ .02 $ (.05)
============= =============
Diluted earnings per share:
Reported net income (loss) $ .01 $ (.06)
Add back: Goodwill amortization -- .01
------------- -------------
Adjusted net income (loss) $ .01 $ (.05)
============= =============$167,000.
For the six months ended
June 30
------------------------------------------
2002 2001
------------------ -------------------
Reported net income (loss) $ 1,341,000 $ (971,000)
Add back: Goodwill amortization -- 167,000
------------------ -------------------
Adjusted net income (loss) $1,341,000 $(804,000)
================== ===================
Basic earnings per share:
Reported net income (loss) $ .07 $ (.05)
Add back: Goodwill amortization -- .01
------------------ -------------------
Adjusted net income (loss) $ .07 $ (.04)
================== ===================
Diluted earnings per share:
Reported net income (loss) $ .06 $ (.05)
Add back: Goodwill amortization -- .01
------------------ -------------------
Adjusted net income (loss) $ .06 $ (.04)
================== ===================
The Company has completed Step 1 of the transitional goodwill
impairment test as of January 1, 2002, and there is no evidence of impairment.
Further, the estimated amortization expense related to the Company's
intangible patent assets is expected to approximate $40,000 per year for the
five-year period ending December 31, 2006.
Note G: Debt
On September 1, 1999, Fuel Tech, Inc. (FTI) entered into a $3.0has $6.0 million revolving credit facility
expiring AugustJanuary 31, 2002,2003, 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%.
Also, on September 1, 1999, FTI has entered into a term loan agreement with the same bank for a
total principal balance of $4.5 million. The principal balance was to be repaid
in quarterly installments of $225,000 commencing on December 31, 1999, with a
final principal payment of $2,025,000$1,575,000 due on AugustJanuary 31, 2002.2003. Further, FTI
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 bank's
prime rate, or an optional rate that can be selected by FTI, and 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 FTI.
7
In 2001, amendments to this debt agreement were approved to increase
the line of credit to $6,000,000, and to extend the expiration date of both the
line of credit and the term loan to January 31, 2003. Further, on March 7, 2002
an additional amendment to the agreement required FTI to maintain a $6,500,000
compensating balance in support of the debt facility, so long as credit is
available and until the bank is repaid in full. At December 31, 2001, the full
outstanding balance of the term loan was classified as short term to reflect
FTI's intent to repay or refinance this balance during the first six months of
2002 on favorable terms to the Company, and also, uncertainty concerning FTI's
ability to comply with a debt covenant at September 30, 2002. The covenant for
the period ended September 30, 2002 and beyond, negotiated in 1999, did not
reflect the deferral in NOx reduction revenues the Company experienced due to
the delay in obtaining a final ruling on the SIP Call regulation.
Effective March 31,2002 an additional amendment eliminated the
$6,500,000 compensating balance requirement, and modified certain covenants to
more favorably support the nature of Company's business.
8
Note H: 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 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
----------------------------
2002 2001
------------ ------------
Revenues:
United States $ 4,603,000 $ 2,480,000
Foreign 618,000 675,000
------------ ------------
$ 5,221,000 $ 3,155,000
============ ============
Operating loss:
United States $ 4,000 $ (849,000)
Foreign (14,000) (19,000)
------------ ------------
$ (10,000) $ (868,000)
============ ============
March 31, December 31,
2002 2001
------------ ------------
Assets:
United States $ 18,033,000 $ 18,952,000
Foreign 1,250,000 1,376,000
------------ ------------
$ 19,283,000 $ 20,328,000
============ ============
9
For the three months ended June 30 For the six months ended June 30
------------------------------------------ ---------------------------------------
2002 2001 2002 2001
------------------ ------------------- ----------------- ------------------
Revenues:
United States $ 7,375,000 $ 3,597,000 $11,978,000 $6,077,000
Foreign 646,000 1,144,000 1,264,000 1,819,000
------------------ ------------------- ----------------- ------------------
$ 8,021,000 $ 4,741,000 $13,242,000 $7,896,000
================== =================== ================= ==================
Operating Earnings:
United States $ 1,037,000 $ (50,000) $ 1,041,000 $ (899,000)
Foreign (153,000) 184,000 (167,000) 165,000
------------------ ------------------- ----------------- ------------------
$ 884,000 $ 134,000 $ 874,000 $ (734,000)
================== =================== ================= ==================
June 30, December 31,
2002 2001
------------------ -------------------
Assets:
United States $21,206,000 $18,952,000
Foreign 1,410,000 1,376,000
------------------ -------------------
$22,616,000 $20,328,000
================== ===================
8
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,June 30, 2002 and 2001 were
$5,221,000$8,021,000 and $3,155,000,$4,471,000, respectively, while net sales for the six months
ended June 30, 2002 and 2001 were $13,242,000 and $7,896,000, respectively. The
improvement is attributable to the increase in domestic NOx reduction industrial
and utility project revenues, as project bookings in the fourth quarter of 2001
and the first quarter of 2002 are beginning to generategenerating revenues during their early phases
of completion. NOx reduction utility revenue in 2001 had been negatively
impacted by the delay in obtaining a final ruling on the Environmental
Protection Agency's (EPA) SIP (State Implementation Plan) Call regulation. As
discussed further below, the uncertainty regarding this regulation has been
substantially lifted and the Company expects demand for its NOx reduction technologies to
continue to increase significantly during the next few years. Fuel treatment
chemical revenues for the three-monthsix-month period ended March 31,June 30, 2002 were atfavorably
impacted by shipments to utilities burning Western coals. The Company believes
that utilities burning Western coals represent the same level as the prior
year. The first three months of the year includedlargest market opportunity
for its fuel treatment chemical business and that penetration into this market
is a priority. In addition to shipments to PacifiCorp, the Company's new strategic
agreement partner, and tothere was a successful demonstration on a
Midwesternan additional
midwestern coal-fired utility boiler. BothThis demonstration has thus far
successfully proven its effectiveness on Powder River Basin coal, and is now in
a long-term optimization phase. Further, additional demonstrations on utility
boilers in the West and Midwest are expected to commence before the end of the
third quarter. All of these utilities are using the Company's patented
Targeted-In-Furnace-Injection (TIFI) process to control the formation of slag
deposits in boilers burning Westernwestern coals. The Company
believes that utilities burning Western coals represent the largest market
opportunity for its fuel treatment chemical business. To this end, in April
2002, the Company announced a strategic agreement with PacifiCorp, which will
enable the Company's TIFI process to be expanded in the PacifiCorp network of
facilities. Offsetting the strong performance in
the Western coals segment of the fuel treatment chemical market, was a
deterioration in the oil-fired business as the high price of oil vis a vis
natural gas has caused customers in this segment to switch fuels, negatively
impacting results.
The "SIP Call" is the federal mandate that, when introduced in 1998,
required 22 states to reduce NOx emissions 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 had until October 2001 to approve, will
potentially impact 700 to 800 utility boilers and 400 to 500 large 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 again stay the SIP Call, effectively exhausting all means of appeal.
Based on these regulatory developments, the Company is enjoying
accelerated interest in its programs that have led to significant project
bookings late in 2001 and early in 2002.2002, and anticipates strong demand for its
air pollution control technologies over the next several years.
Cost of sales as a percentage of net sales deteriorated slightly for
the second quarter and for the first quarter was improved on a percentage basis
fromhalf of the year versus the same periodperiods of
the prior year, reflecting improved margin performanceyear. This simply reflects a change in both the APC and Fuel treatment chemical businesses. The primary drivers for
the improvement are the timing of progress on higher margin APC projects, and a
combination of improved logistics management and favorable product mix forin favor of the
fuel treatment chemicallower margin NOx reduction project business.
9
Selling, general and administrative expenses were $2,355,000 in$2,653,000 and
$2,065,000, respectively, for the first quarter ofthree months ended June 30, 2002 versus $2,067,000 inand 2001, and
were $5,008,000 and $4,132,000, respectively for the comparable period insix months ended June 30,
2002 and 2001. The increase is due primarily to revenue-related expenses, as
revenue increased by
65%significantly from the first quarterprior year, and secondarily to the
additional of 2001.
10
sales personnel for the fuel treatment chemical business. As noted
above, proliferation of the Company's TIFI technology is a strategic priority.
Research and development expenses for the threequarter and six months ended
March 31,June 30, 2002 were $293,000, an increase of $54,000increased over the first threesix months of 2001.
The2001 as the Company
continues to pursue commercial applications for its technologies outside of its
traditional markets, with a particular focus on its Virtual Vantage(TM) advanced
visualization software and its NOxOUT Ultra process. On June 6, 2002, the
Virtual Vantage software product was commercially introduced. The Company does
not expect revenues related to this product to be material in the second half of
the year.
For the three monthsquarter ended March 31, 2002, the Company recognized a gain of
$250,000 on its equity investment in Clean Diesel Technologies, Inc. (CDT), its
16 percent-owned affiliate. The gain resultsresulted from CDT's repayment of the full
principal amount of loans made by the Company to CDT in 2000 and 2001. Because
of the continuing losses incurred by CDT, the carrying value of the loans was
reduced to zero as of December 31, 2001, based on the Company's pro-rata share
of the losses incurred. In addition, the Company recorded a
$12,000 losslosses of $15,000 and
$27,000, respectively, for the quarter and six months ended June 30, 2002 on its
investment in Fuel Tech CS GmbH (FTCS), a 49 percent-owned entity. During the
first threequarter and six months ofend June 30, 2001, the Company recognized a losslosses of
$125,000$56,000 and $49,000, respectively on its equity investment in CDT, while incomeFTCS. A loss of
$7,000$125,000 was recorded in the first quarter of 2001 on itsthe Company's investment
in FTCS.CDTI.
Interest expense for the threesecond quarter and six months ended March 31,June 30,
2002 was reduced to $43,000 from $72,000 in the comparable periodperiods in 2001, the decrease being
attributable to a reduction in the average outstanding principal balance on the
Company's term loan, as well as to a reduction in short term interest rates.
ForThe increase in other income in the threesecond quarter and six months ended
March 31,June 30, 2002 the Company recorded other
income of $77,000 versus $16,000 infrom the comparable periodperiods in 2001. The increase2001 stems largely from the
elimination of goodwill amortization effective January 1, 2002.
An income tax benefit of $50,000 was recorded in the first quarter of
2002, which represented a reduction in the reserve for prior years' state income
tax refunds receivable. ThereNo provision for federal or state income taxes was no income tax expense
recorded in any period due to the first
three monthsexistence of 2001.net operating loss carryforwards.
Liquidity and Sources of Capital
For the threesix months ended March 31,June 30, 2002, the Company usedprovided cash forfrom
operating activities in the amount of $195,000,$2,654,000, while $147,000$1,634,000 was provided
by operating activities in the first quarterhalf of 2001. The utilization of cash for
operating activitiesgeneration in the
current quarter was driven by a slight increase in
working capital requirements as work commenced onfirst half of 2002 stems largely from the project bookings realized
instrong operating results of the
fourth quarter of 2001 and the first quarter of 2002.business.
At March 31,June 30, 2002 and December 31, 2001, the Company had cash and cash
equivalents of $9,140,000$11,714,000 and $9,338,000, respectively, while working capital
for the same two periods of time was $10,699,000 and $8,861,000, respectively.
1110
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, 2001.
1211
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
NoneAt the annual general meeting of the Company, held on June 5, 2002,
14,916,553 common shares, par $0.01 per share, or 77.33% 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, 2001 was approved by a vote of 14,880,393 shares
cast for, 8,530 against and 27,630 abstaining;
(ii) The proposal to approve the Financial Statements of the Company
for the year ended December 31, 2001 was approved by a vote of 14,885,193 shares
cast for, 5,530 against and 25,830 abstaining;
(iii) The proposal to elect the eight nominees as Managing Directors
and to fix their compensation was approved by a vote with respect to each
individual nominee, as follows:
---------------------------------------------------------------------------------------------------
Name Votes for Votes Withheld
----------------------------------------------------------------------------------------------------
Douglas G. Bailey 14,903,258 13,295
----------------------------------------------------------------------------------------------------
Ralph E. Bailey 14,903,258 13,295
----------------------------------------------------------------------------------------------------
Miguel Espinosa 14,903,258 13,295
----------------------------------------------------------------------------------------------------
Charles W. Grinnell 14,903,258 13,295
----------------------------------------------------------------------------------------------------
Samer S. Khanachet 14,903,258 13,295
----------------------------------------------------------------------------------------------------
John R. Selby 14,903,258 13,295
----------------------------------------------------------------------------------------------------
Thomas S. Shaw 14,903,258 13,295
----------------------------------------------------------------------------------------------------
Tarma Trust Management N.V. 14,435,058 481,495
----------------------------------------------------------------------------------------------------
(iv) The proposal to approve the appointment of Ernst & Young LLP as
independent auditors for the year 2002 and to authorize the Managing Directors
to approve their compensation was approved by a vote of 14,892,553 shares cast
for, 7,780 against and 16,221 abstaining.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
None
b. Reports on Form 8-K
None
1312
FUEL-TECH N.V.
SIGNATURES & CERTIFICATES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
The undersigned in their capacities as Chief Executive Officer and
Chief Financial Officer of the Registrant do hereby certify that:
(i) this report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(ii) information contained in the report fairly presents, in all
material respects, the financial condition and results of operations of the
Registrant as of, and for, the periods presented in the report.
Date: MayAugust 6, 2002 By: /s/ Ralph E. Bailey
---------------------------------------------------------------------
Ralph E. Bailey
Chairman, Managing Director
and Chief Executive Officer
Date: MayAugust 6, 2002 By: /s/ Scott M. Schecter
---------------------------------------------------------------------
Scott M. Schecter
Chief Financial Officer,
Vice President and Treasurer
1413