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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(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.
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business 1
Item 2. Description of Property 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to Vote of Security Holders 5
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 6
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 13
Item 8. Financial Statements and Supplementary Data 14
Item 9. Changes in and Disagreements with Accountants and
Financial Disclosure 28
PART III
Item 10. Directors and Executive Officers of the Registrant 28
Item 11. Executive Compensation 28
Item 12. Security Ownership of Certain Beneficial Owners
and Management 28
Item 13. Certain Relationships and Related Transactions 28
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 29
Signatures 31
TABLE OF DEFINED TERMS
Term Definition
- ---- ----------
AEFLGR(TM) Amine Enhanced Fuel Lean Gas Reburn
ABC American Bailey Corporation
AES Advanced Engineering Services
CAAA Clean Air Act Amendments of 1990
CDT Clean Diesel Technologies, Inc.
CFD Computational Fluid Dynamics
Common Shares Shares of the common stock of the Company
Company Fuel-Tech N.V. and its subsidiaries and affiliates
EPRI Electric Power Research Institute
FTI Fuel Tech, Inc.
FUEL CHEM(R) FTI's fuel and flue gas treatment processes,
including its Targeted-In-Furnace-Injection programs for
slagging, fouling and corrosion control and plume
abatement
FLGR(TM) Fuel Lean Gas Reburn
Investors The purchasers of Company securities pursuant to a
Securities Purchase Agreement of March 23, 1998
Loan Notes Nil Coupon Non-redeemable Convertible Unsecured Loan Notes
of the Company
NOx Oxides of nitrogen
NOxOUT CASCADE(R) Combination of NOxOUT and SCR
NOxOUT(R)Process The Company's SNCR process for the reduction of NOx
NOxOUT SCR(R) Urea used as a catalyst reagent
SCR Selective Catalytic Reduction
SIP Call State Implementation Plan Rulemaking Procedure
SNCR Selective Non-Catalytic Reduction
SO(2) Sulfur dioxide
SOxOUT CASCADE(R) The Company's process for the reduction of SO(2)
ULTRA(TM) The Company's process for generating ammonia for use as
SCR reagent
Virtual Vantage(TM) The Company's advanced visualization services
ii
Fuel-Tech N.V. Subidiaries and Affiliates
December 31, 2000
---------------
| |
| FTNV |
-------------| Netherlands |---------------------------------------
| | Antilles | | |
| | | | |
| --------------- | |
| 49% | 100% | 100% | 21.6%
| | | |
----------- | ------------ ------------
| | | | | | |
| FTCS | | | PPI | | CDT |
| Germany | | | Delaware | | Delaware |
| | | | | | |
----------- | ------------ ------------
|
-----------------
| |
| FTI |
----------------------------------------| Massachusetts |
| | | | |
| 100% | 100% | 100% -----------------
| | | |
----------- ---------- ----------- |---------------------
| | | | | | | |
| FTJL | | FTL | | Sp.zo.o | | 100% | 100%
| Jamaica | | Canada | | Poland | | |
| | | | | | --------------- ---------
----------- ---------- ----------- | | | |
| HOLDINGS | | Srl |
| Netherlands | | Italy |
| Antilles | | |
| | | |
--------------- ---------
|
| 100%
---------------
| |
| BV | ---------------------------------------------------------
| Netherlands | | FTNV - Fuel-Tech N.V. |
| | | FTI - Fuel Tech, Inc. |
--------------- | Holdings - Fuel Tech Holdings, N.V. |
| | BV - Fuel Tech BV |
| 100% | GmbH - Fuel Tech GmbH |
--------------- | FTL - Fuel Tech Targeted Injection Chemicals Ltd.|
| | | FTJL - Fuel Tech Jamaica Limited |
| GmbH | | Srl - Fuel Tech Srl |
| Germany | | Sp.zo.o - Fuel Tech Polske Sp.zo.o |
| | | PPI - Platinum Plus, Inc. |
--------------- | CDT - Clean Diesel Technologies, Inc. |
| FTCS - Fuel Tech CS GmbH |
---------------------------------------------------------
iii
PART I
Forward Looking Statements
Statements in this Form 10-K which are not historical facts, so-called
"forward-looking statements," are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Investors are cautioned
that all forward-looking statements involve risks and uncertainties, including
those detailed in the Company's filings with the Securities and Exchange
Commission. See "Risk Factors of the Business" in Item 1 and also Item 7
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
ITEM 1. BUSINESS
The Company
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.
Fuel Tech, Inc.
FTI's special focus is the worldwide marketing of its oxides of nitrogen
("NOx") reduction and FUEL CHEM(R) Processes. The NOx reduction technologies,
which include the NOxOUT(R), NOxOUT CASCADE(R), NOxOUT SCR(R) and FLGR(TM)
Processes, reduce NOx emissions in flue gas from boilers, incinerators, furnaces
and other stationary combustion sources. The FUEL CHEM business uses chemical
processes for slagging, fouling, and corrosion control and plume abatement in
furnaces and boilers through the addition of chemicals into the fuel or by
Targeted-In-Furnace-Injection. FTI has a number of other technologies, both
commercial and in the development stage, that are for the most part add-ons to
the NOxOUT Process or similar in their technological base. FTI's business is
materially dependent on the continued existence and enforcement of worldwide air
quality regulations.
Clean Diesel Technologies, Inc.
CDT, a Delaware corporation, is a specialty chemical company supplying fuel
additives and systems that reduce harmful emissions from internal combustion
engines while improving fuel economy. CDT's two main technology areas are
Platinum Fuel Catalysts ("PFC's") for emission control and fuel economy
improvement in diesel and gasoline-fueled engines and NOx reduction systems for
control of NOx emissions from stationary and mobile diesel engines. CDT was
formed in 1994 as a wholly owned subsidiary of the Company, which had conducted
fundamental work regarding the Company's technologies. CDT was spun off by the
Company in a 1995 rights offering. At December 31, 2000, the Company held 21.6%
of the equity of CDT in the form of CDT common stock and Series A Convertible
preferred stock. CDT is a public company registered under the Securities Act of
1934. CDT's technology was in part acquired by assignment from the Company,
which assignment obligates CDT until 2008 to pay to the Company royalties of
2.5% of gross revenues derived from sale of the PFC's.
American Bailey Corporation
American Bailey Corporation ("ABC") performs management services for the
Company under an Agreement dated April 30, 1998, as amended. Ralph E. Bailey,
Chairman, Chief Executive Officer and Managing Director of the Company, and
Douglas G. Bailey, Managing Director of the Company, are shareholders of ABC.
See the more detailed information relating to this subject under the caption
"Certain Relationships and Related Transactions" in the Company's Proxy
Statement to be distributed in connection with the Company's 2001 Annual General
Meeting of Shareholders, which information is incorporated by reference. Also,
refer to Note 2 to the consolidated financial statements.
NOx Reduction
Regulations and Markets
The global air pollution control market is estimated by management at more
than $18 billion. The domestic U.S. air pollution control market is the primary
driver in the Company's business. The Company estimates the domestic market to
be $2 billion per year over the next three to four years. This market is
dependant on air pollution regulations and their continued enforcement. These
regulations are based on the Clean Air Act Amendments of 1990 (the "CAAA") which
require reductions in NOx emissions on varying timetables with respect to
various sources of emissions. Under Title I - Ozone Non-Attainment (Ozone
Transport) of the CAAA, over 1000 utility and large industrial boilers in 19
states must achieve certain NOx reduction targets from 2003 to 2005. Under Title
III - Air Toxics of the CAAA, 80 municipal solid waste facilities in the U.S.
had to achieve certain NOx reduction targets by December 2000. Also, in Europe
under European Union Directives, over 100 industrial units must achieve NOx
reductions by 2005.
1
In 1994, governors of eleven Northeastern states, known collectively as the
Ozone Transport Region, signed a Memorandum of Understanding requiring utilities
to reduce their NOx emissions by 55% to 65% from 1990 levels by May 1999. In
1998, the EPA announced more stringent regulations. The Ozone Transport State
Implementation Plan (SIP) Call regulation, designed to mitigate the effects of
wind-aided ozone transported from the Midwestern and Southeastern U.S. into the
Northeastern non-attainment areas, requires, following the litigation described
below, 19 states to make even deeper reductions of 85% from 1990 levels by May
31, 2004. Over 1,000 utility and large industrial boilers are affected by these
mandates. Additionally, most other states with non-attainment areas are also
required to meet ambient air quality standards for ozone by 2007.
As noted above, the SIP Call is the federal mandate originally 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 Clean Air Act Amendments of 1990 (CAAA).
On May 14, 1999, the U.S. Circuit Court of Appeals for the District of Columbia
Circuit issued a decision and opinion in American Trucking Association, Inc. et
al v. Environmental Protection Agency et al (No. 97-1440), in which the Court
found that the 1997 EPA adoption of primary and secondary national ambient air
quality standards for particulate matter and ozone involved an unconstitutional
delegation of Congressional power and remanded the case to the EPA for action.
Also, on May 25, 1999 in a separate case, State of Michigan et al v.
Environmental Protection Agency (No. 98-1497), the same Court ordered a partial
stay of implementation of the SIP Call regulation until further order of the
Court. This order was in response to a motion of the plaintiffs to delay
implementation of the SIP Call regulation until resolution of their suit
challenging that 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 in the SIP Call was lifted. Although the NOx
reduction requirement date was moved back one year to May of 2004, 19
states were required to complete and issue their State Implementation Plans for
NOx reduction by late 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 Federal 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 in the first half of 2001 and beyond.
Products
The Company's NOxOUT Process is a Selective Non-Catalytic Reduction
("SNCR") process that uses non-hazardous urea as the reagent rather than
ammonia. The NOxOUT Process on its own is capable of reducing NOx by up to 40%
for utilities and by potentially significantly greater amounts for industrial
units in many types of plants with capital costs ranging from $6 - $20/kw for
utility boilers and with annualized operating costs ranging from $400 -
$1,500/ton of NOx removed.
The Company's NOxOUT CASCADE Process provides for the addition of catalyst
as an add-on to the NOxOUT Process to achieve performance similar to Selective
Catalytic Reduction ("SCR"). Based on demonstrations, NOxOUT CASCADE's capital
cost is less than that of SCR, while operating costs are competitive with those
experienced by SCR.
The Company's NOxOUT SCR Process utilizes urea as a catalyst reagent to
achieve NOx reductions of up to 90% from stationary combustion sources with
capital and operating costs competitive with equivalently sized, standard SCR
systems.
Fuel Lean Gas Reburn (FLGR), licensed from the Gas Technology Institute on
a co-exclusive basis, utilizes injection of natural gas to react with and reduce
NOx by 25-40%.
The Company is currently in the process of commercially offering its NOxOUT
ULTRA system. The system is designed to safely and economically convert urea to
ammonia for use as a reagent in the selective catalytic process (SCR) for NOx
reduction. In this fashion, the Company intends to participate in the SCR
segment of the SIP Call driven market. Recent local hurdles encountered in the
ammonia permitting process have raised concerns regarding the safety of ammonia
storage in quantities sufficient to supply SCR.
Sales of the NOx reduction technologies were $17.4 million, $27.5 million
and $19.9 million for the years ended December 31, 2000, 1999 and 1998,
respectively.
NOx Reduction Competition
Processes competitive with the Company's NOx reduction products may be
expected from combustion modifications, SCR and ammonia SNCR, among others.
2
Combustion modifications, including low NOx burners, can be fitted to most
types of boilers with cost and effectiveness varying with specific boilers.
Combustion modifications may effect 20-50% NOx reduction economically with
capital costs ranging from $5 - $40/kw and annualized operating costs ranging
from $300 - $1,000/ton of NOx removed. Such companies as ABB Ltd., Foster
Wheeler Corporation, The Babcock & Wilcox Company, Steam Sales Corporation, and
Todd Combustion Ltd. are active competitors in the low-NOx burner business.
SCR is an effective and proven method of control for the removal of up to
90% of NOx. SCR has a high capital cost ranging from $55 - $150/kw on retrofit
coal applications. Such companies as ABB Ltd., The Babcock & Wilcox Company,
Cormetech, Inc., Engelhard Corporation, Foster Wheeler Corporation, Peerless
Manufacturing Company, and the Siemens Westinghouse Power Corporation are active
SCR system providers.
The use of ammonia as the reagent for the SNCR process was developed by the
ExxonMobil Corporation. The Company understands that the ExxonMobil patents on
this process have expired. This process can reduce NOx by 30% to 70% on
incinerators, but has limited applicability in the utility industry. Ammonia
system capital costs range from $15 - $22/kw for utility applications;
annualized operating costs range from $1,000 - $3,000/ton of NOx removed. These
systems require the use of stored ammonia, a hazardous substance.
In addition to or in lieu of using the foregoing processes, certain
customers will elect to close or derate plants, purchase electricity from third-
party sources, switch from higher to lower NOx emitting fuels or purchase NOx
emission allowances.
FUEL CHEM
Product and Markets
The Company's fireside and fuel additive programs, FUEL CHEM, help improve
unit performance and reduce customer-operating costs. Through the program,
customers have enjoyed returns on their investments of up to 500%. The
Targeted-In-Furnace-Injection program, a key FUEL CHEM technology on which two
patents have been issued, is a uniquely engineered and economical solution to
furnace fouling and corrosion problems. Electric utilities, the pulp and paper
industry and municipal solid waste incinerator facilities make up the principal
markets for the program.
Sales of the FUEL CHEM products were $4.5 million, $5.8 million and $6.0
million for the years ended December 31, 2000, 1999 and 1998 respectively.
Competition
In early 2000, oil prices nearly tripled having a significant effect on
oil-fired electric utilities and the pulp and paper market. This price increase
caused many customers operating in these markets to switch to natural gas, a
less costly fuel at the time, and reduce the capital expenditures and equipment
purchases required to participate in FUEL CHEM programs. The market price of
natural gas increased dramatically late in 2000, causing many customers to
switch back to oil. This, however, occurred too late in the year to have a
material positive impact on financial results in 2000.
Competition for the Company's FUEL CHEM product line includes chemicals
sold by specialty chemical companies, such as Hercules Incorporated, primarily
in the traditional heavy-fuel-oil treatment area. No substantive competition
currently exists for the Company's technology for Targeted-In-Furnace-Injection
of additives for control of slagging, fouling, and corrosion and for plume
abatement, but there can be no assurance that such lack of substantive
competition will continue.
Advanced Engineering Services
The Company's Advanced Engineering Services ("AES") continued in 2000 to
support the sale of the Company's NOx reduction and FUEL CHEM systems,
particularly through the use of computational fluid dynamics ("CFD") tools.
These CFD tools assist in the prediction of the behavior of gas flows, thereby
enhancing the implementation of the Company's NOx reduction systems and the
application of its FUEL CHEM slag and corrosion control processes. Also, in
2000, the Company augmented its AES staff and equipment with a view toward not
only better serving the Company's customers but also to seek other applications
for its services. Toward this goal, Virtual Vantage(TM) was developed in 2000.
Virtual Vantage embodies the Company's advanced visualization service
capabilities, which enable complex data sets to be viewed in a virtual reality
environment.
Intellectual Property
See Item 2 "Description of Property" for information on the Company's
intellectual property and proprietary position, which are material to its
business.
Employees
The Company has 65 full-time employees, 60 in North America and 5 in
Europe. The Company enjoys good relations with its employees and is not a party
to any labor management agreements.
3
Risk Factors of the Business
Investors in the Company should be mindful of the following risk factors
relative to the Company's business.
(i) Lack of Diversification
The Company is engaged in only one principal business, involving the
marketing of products to reduce air pollution. An adverse development in the
Company's business as a result of competition, technological change, government
regulation, or any other factor could have a significantly greater impact than
if the Company maintained diverse operations.
(ii) Common Shareholders Subordinate to Nil Coupon Loan Note Holders
In the event of a liquidation of the Company, the holders of the Common
Shares of the Company will be subordinate to the prior claims of the holders of
the Company's Nil Coupon Loan Notes in principal amount at the date of this
report of approximately $4.0 million.
(iii) No Dividends
The Company has not to date paid dividends on its common stock and does not
intend to pay any dividends in the foreseeable future.
(iv) Possible Volatility of Stock Price
There has been significant volatility in the market prices of publicly
traded shares of emerging growth technology companies. Economic trends and
factors such as announcements of technical developments, establishment of
strategic alliances, changes in governmental regulations, and developments in
patent or proprietary rights may have a significant effect on the market price
of the Company's Common Shares.
(v) Competition
Competition in the NOx control market will come from processes utilizing
low-NOx burners, over-fired air, flue gas recirculation, ammonia SNCR, SCR and,
with respect to particular uses of urea not infringing the Company's patents,
urea (see Item 2 "Description of Property"). Competition will also come from
business practices such as the purchase rather than the generation of
electricity, fuel switching, closure or derating of units, and sale or trade of
pollution credits. Utilization by customers of such processes or business
practices or combinations thereof may adversely affect the Company's pricing and
participation in the Title I, Phase II NOx Control market if customers elect to
comply with regulations by methods other than the Company's NOxOUT, NOxOUT
CASCADE or FLGR processes. See above under this Item I the text under the
captions "Products" and "NOx Reduction Competition."
(vi) Dependence on Regulations and Enforcement
The Company's business is primarily regulatory driven. That business will
be adversely impacted to the extent that regulations are repealed or amended to
significantly reduce the level of required NOx reduction, or to the extent that
regulatory authorities minimize enforcement. See also the text above under the
caption "Regulations and Markets."
(vii) Protection of Patents and Proprietary Rights
The Company holds licenses to or owns a number of patents and has patents
pending. There can be no assurance that pending patent applications will be
granted or that outstanding patents will not be challenged or circumvented by
competitors. Certain critical technology relating to the Company's products is
protected by trademark and trade secret laws and confidentiality and licensing
agreements. There can be no assurance that such protection will prove adequate
or that the Company will have adequate remedies for disclosure of its trade
secrets or violations of its intellectual property rights. See Item 2
"Description of Property."
4
ITEM 2. DESCRIPTION OF PROPERTY
The Company's NOxOUT Process is based on the Electric Power Research
Institute (EPRI) urea technology embodied in two patents licensed to the Company
("EPRI patents"). One of these patents expired in 1997 and the other expired in
1999. In addition to these, the Company owns 124 patents worldwide, with 2
patent applications pending in the U.S., covering some 41 inventions, 35 related
to the NOxOUT Process. These inventions represent significant enhancements of
the application and performance of the technologies. Although the EPRI patents
and license have expired, the Company believes that the protection provided by
the numerous claims in the above referenced patents or patent applications of
the Company is substantial and, regardless of the expired EPRI urea patents,
affords the Company a significant competitive advantage in the SNCR field.
Accordingly, any significant reduction in the protection afforded by these
patents or any significant development in competing technologies could have a
material adverse effect on the Company's business.
The Company's most recent NOx reduction technology is Fuel Lean Gas Reburn
(FLGR) which is licensed from the Gas Technology Institute in Chicago, Illinois
and which expires in November of 2003 with an option to extend the agreement for
a seven-year period of time.
Apart from its intellectual property, the property of the Company is not
material.
The Company and its subsidiaries operate from leased office and engineering
facilities in Curacao, Netherlands Antilles; Batavia, Illinois; Stamford,
Connecticut; Essen, Germany; and Milan, Italy.
ITEM 3. LEGAL PROCEEDINGS
The Company has no pending litigation material to its business.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
During the fourth quarter of 2000, no matters were submitted to a vote of
security holders.
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market
The Company's Common Shares have been traded since September 1993 on The
NASDAQ Stock Market, Inc. (Small Capitalization) and the Berlin Stock Exchange.
Prices
The table below sets forth the high and low sales prices during each
calendar quarter since January, 1999.
2000 High Low
---- ---- ---
Fourth Quarter 2.375 1.250
Third Quarter 2.625 1.875
Second Quarter 2.813 1.844
First Quarter 3.500 1.844
1999
----
Fourth Quarter 3.625 1.750
Third Quarter 3.750 1.906
Second Quarter 2.188 0.875
First Quarter 2.375 1.375
Dividends
The Company has not to date paid dividends on its Common Shares and is not
expected to do so in the foreseeable future.
Holders
Based on information from the Company's Transfer Agent, as of March 2,
2001, there were 441 registered holders of the Company's common stock.
Management believes that, on such date, there were approximately 1,800
beneficial holders of the Company's common stock.
Transfer Agent
The Transfer Agent and Registrar for the Common Shares is Mellon Investor
Services, LLC, 85 Challenger Road, Overpeck Centre, Ridgefield Park, New Jersey
07660.
Exchange Controls
The Company received a license of unlimited duration from the Central Bank
of the Netherlands Antilles to exempt it from foreign exchange controls in
dealings with parties outside of the Netherlands Antilles or with parties in the
Netherlands Antilles holding a similar license. The Company also received a
business license of unlimited duration that allows the securities of the Company
to be held by non-residents of the Netherlands Antilles. There are no other
restrictions on the rights of such non-residents as shareholders. The books of
the Company are maintained in United States dollars, however, there are
transactions in other currencies.
Taxation
Under the Netherlands Antilles tax code applicable to the Company until at
least the fiscal year 2019, the Company's income taxes in the Netherlands
Antilles, which are based on profits exclusive of Dutch dividends received, are
computed at a rate of 2.4% on the first 100,000 Netherlands Antilles Guilders
(approximately $60,000) and 3% on the excess. Also, capital gains and losses are
not included in the taxable profit of the Company. Based on a tax ruling
received by the Company, Dutch dividends received will be taxed to the Company
at a rate of 5.0% at source, and at 5.5% of the net Dutch dividends in the
Netherlands Antilles until at least the fiscal year 2005. Fuel-Tech N.V. is not
now liable for tax in any jurisdiction other than the Netherlands Antilles. The
subsidiaries of the Company are generally subject to the tax regimes of the
jurisdictions where they are incorporated and conduct operations but not in the
Netherlands Antilles.
Dividends paid by the Company to United States persons who are not engaged
in a trade or business through a permanent establishment in the Netherlands
Antilles are currently not subject to tax in the Netherlands Antilles. Gain or
loss derived by a United States person from the sale or exchange of the
Company's Common Shares are exempt from Netherlands Antilles income tax. The tax
treaty between the United States and the Netherlands Antilles was terminated
effective December 31, 1987.
6
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data is presented below as of the end of and for each of the
fiscal years in the five-year period ended December 31, 2000. The selected
financial data should be read in conjunction with the audited consolidated
financial statements as of and for the year ended December 31, 2000, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations. "(1)
For the years ended December 31
-------------------------------------------------------------------
STATEMENT of OPERATIONS DATA 2000 1999 1998 1997 1996
(in thousands of U.S. dollars, except for -------------------------------------------------------------------
share data)
Net sales $ 21,906 $ 33,325 $ 25,864 $ - $ -
Royalty income from NFT - - - 148 245
Loss from equity interest in joint venture - - - 853 128
Selling, general and administrative and other
costs and expenses 9,305 9,691 8,927 2,064 2,216
Net income (loss) 415 3,008 539 (2,571) (1,845)
-------------------------------------------------------------------
Basic income (loss) per common share $ 0.02 $ 0.17 $ 0.03 $ (0.21) $ (0.15)
Diluted income (loss) per common share $ 0.02 $ 0.16 $ 0.03 $ (0.21) $ (0.15)
Weighted-average basic shares outstanding 18,396,000 17,752,000 15,680,000 12,387,000 12,380,000
Weighted-average diluted shares outstanding 19,621,000 19,335,000 17,437,000 12,387,000 12,380,000
December 31
-------------------------------------------------------------------
BALANCE SHEET DATA 2000 1999 1998 1997 1996
(in thousands of U.S. dollars, except for per -------------------------------------------------------------------
share data)
Working capital $ 12,542 $ 12,126 $ 9,047 $ 1,766 $ 3,951
Total assets 23,089 24,464 19,153 5,947 8,472
Total liabilities 8,522 10,773 8,837 701 481
Shareholders' equity (2) 14,567 13,691 10,316 5,246 7,991
Net tangible book value per share (3) $ 0.59 $ 0.52 $ 0.45 $ 0.37 $ 0.56
(1) Effective April 30, 1998, Fuel Tech, Inc., a wholly owned subsidiary of
Fuel-Tech N.V. (the "Company"), purchased Nalco Chemical Company's 50%
interest in the Nalco Fuel Tech (NFT) joint venture. As a result of this
transaction, the Company now owns 100% of the assets and liabilities of
NFT. The 1998 operations of NFT have been consolidated with those of the
Company for the entire year. The Company's operating results for 1996 -
1997 reflect the Company's 50% share of operating results on the equity
basis of accounting. Refer to Note 2 to the consolidated financial
statements.
(2) Shareholders' equity includes outstanding nominal nil coupon non-redeemable
perpetual loan notes. See Note 5 to the consolidated financial statements.
(3) Assumes full conversion of the Company's nil coupon non-redeemable
perpetual loan notes into shares of the Company's common stock.
7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Background
Effective April 30, 1998, Fuel Tech, Inc. (FTI), a wholly owned subsidiary
of Fuel-Tech N.V. (the "Company"), purchased Nalco Chemical Company's 50%
interest in the Nalco Fuel Tech (NFT) joint venture. As a result of this
transaction, the Company now owns 100% of the assets and liabilities of NFT. The
1998 operations of NFT have been consolidated with those of the Company for the
entire year with Nalco's 50% share of NFT's operating results prior to April 30,
1998, included in minority interest.
The purchase price for Nalco's 50% interest in NFT was $1.1 million cash,
the issuance of a $3.0 million note and up to $5.5 million in contingent
payments based upon the achievement of gross margin targets for 1998 through
2001. Simultaneously with this transaction, principals of American Bailey
Corporation, an investment and management company, 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 Common Shares at an exercise
price of $1.75 per share. The Company recorded approximately $1.03 million in
goodwill from this transaction, including the contingent payment obligation for
1998 of $113,000.
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.
2000 versus 1999
The Company operates primarily in the air pollution control business. It
distributes its products through its direct sales force, licensees and agents.
Principal markets for its products are stationary combustion sources that
produce nitrogen oxide (NOx) and other emissions. The Company sells its fuel
treatment chemicals through its direct sales force and agents to industrial and
utility power-generation facilities.
Net sales in 2000 totaled $21,906,000 versus net sales of $33,325,000 in
1999, a decline of 34%. This overall decline is due primarily to a $13,337,000
year on year reduction in domestic NOx reduction project revenue from utilities.
This result was somewhat offset by a 28% increase in domestic NOx reduction
industrial project revenue, as particular emphasis was placed on this market
segment while awaiting resolution of litigation concerning regulations affecting
the domestic utility segment. International NOx reduction industrial project
revenues in 2000 were behind 1999 by 51%, with the decline being attributable to
the closure of Fuel Tech GmbH, a wholly owned subsidiary of the Company
(discussed further below) and to the completion of a major project in Asia in
1999. International project revenues were, however, supported by the continued
maturation of the Western European market, with new business attained in France
and Italy. Lastly, revenues derived from the sale of fuel treatment chemicals
domestically and internationally fell short of 1999 levels by 9% and 58%,
respectively. Domestically, the negative impact of high crude oil prices early
in the year could not be completely overcome by year-end gains resulting from
the high price of natural gas (causing boiler operators to switch fuels back to
oil), and the penetration of the Company's patented Targeted-In-Furnace-
Injection technology. The decline in International fuel treatment chemical
revenues was primarily attributable to a large customer's change in fuels, thus
eliminating their requirement for treatment chemicals.
The Company believes that the delay in obtaining a final ruling on the
Environmental Protection Agency's (EPA) SIP Call regulation contributed to the
decline experienced in 2000 in domestic NOx reduction utility project revenue.
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 Clean Air Act Amendments of 1990 (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 in the SIP Call was lifted. Although the NOx reduction requirement date
was moved back one year to May of 2004, 19 states were required to complete and
issue their State Implementation Plans for NOx reduction by late October of
2000. These plans will potentially impact 700 to 800 utility boilers and 400 to
500 industrial units.
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. The Company expects to see project bookings from utilities
resume in the first half of 2001 due to these regulations.
In 2000, the Company and American Electric Power Company, Inc. ("AEP"), one
of the United States' largest generators of electricity with more than 38,000
megawatts of generating capacity, announced that they had executed an agreement
for the potential use of the Company's Selective Non-Catalytic Reduction (SNCR)
technology on AEP's coal-fired power plants. The Company will be the sole-source
SNCR provider to AEP for the term of the agreement, which expires on the earlier
of December 31, 2007 or through the date that AEP achieves all required federal,
8
state and local NOx and ozone requirements. The agreement gives AEP guaranteed
priority status for Fuel Tech's services on units in AEP's generating fleet on
which AEP decides to use SNCR technology during a period of expected increased
demand for the technology. This agreement with AEP also provides the Company
with additional flexibility in an emissions reduction procurement marketplace
that will become increasingly dynamic as NOx reduction deadlines approach (May
2003 and May 2004). The Company entered into a similar alliance agreement in May
of 2000 with another large Midwest utility.
As noted above, sales in the domestic fuel treatment chemical segment
increased during the latter part of 2000. In addition to this recent revenue
increase resulting from the increase in the cost of natural gas that has caused
customers to switch back to using fuel oil, significant effort is being expended
to further penetrate and enter the potentially lucrative pulp and paper and
Powder River Basin coal markets. The Company is directing its sales and
marketing efforts toward the penetration of its patented
Targeted-In-Furnace-Injection technology towards these segments of the market,
where the return on investment to the Company's customers can reach in excess of
500% per year.
The gross margin percentage on an overall basis across all products was
46.3% in 2000, compared with 43.6% in 1999. The improvement was realized
primarily due to the reduction in revenues realized from lower margin NOx
reduction utility projects in the United States in 2000 versus 1999, and to the
improved margin performance on NOx reduction industrial projects. As NOx
reduction revenues from utility companies in the United States increase due to
the above-mentioned regulations, this business will comprise a much larger
percentage of the Company's overall revenues. As a result, the Company believes
that although NOx reduction industrial project margins will be sustained, the
overall gross margin percentages will gradually decline over the next several
years.
The Company's net income on a consolidated basis for the 12 months ended
December 31, 2000 included a net charge of $490,000 related to the restructure
of its European operations in an effort to consolidate its business and enhance
profitability. In the second quarter, 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. The
restructuring consisted of the following transactions, which were recorded at
June 30, 2000:
- 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 acquired for $116,000. The
selling price is dependent on future results of the chemical
business, but will not be less than 1,250,000 deutsche marks
(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.
- 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 cumulative foreign currency translation loss related to
Fuel Tech GmbH of $231,000 was recognized as other income and
expense in the consolidated statement of operations.
Selling, general and administrative costs decreased by $953,000 from 1999.
The decrease is due primarily to a reduction in revenue-based expenses, such as
sales commissions to employees and agents, and to a lesser extent, to reductions
in controllable expenses.
The Company recorded a net loss from its equity interest in affiliates
during the year 2000 of $195,000. This amount consists of a $225,000 loss
recognized on its equity investment in Clean Diesel Technologies, Inc. (CDT),
offset by a $30,000 gain on its investment in Fuel Tech CS GmbH. The Company has
a 21.6% common stock ownership interest in CDT as of December 31, 2000, while
the Company has a 49% ownership interest in Fuel Tech CS GmbH as noted above.
Please refer to Note 9 of the consolidated financial statements for a further
discussion of related party transactions.
Interest expense increased to $354,000 for the 12 month period ended
December 31, 2000 from $309,000 for the same period in 1999. The unfavorable
variance is due solely to the increase in the average outstanding principal debt
balance during the year. A $4.5 million term loan was received on September 1,
1999, and was used to retire a note held by Nalco with a remaining principal
balance of $2.5 million and for the buyout of a contingent payment obligation,
as noted above.
Other income and expense for the 12 month period ended December 31, 2000
was favorable versus the prior year by $333,000. Higher levels of interest
income driven by favorable cash balances and higher interest rates, as well as
the impact of the German transactions discussed above provided the positive
variance.
9
The Company did not record the impact of income taxes in 2000, while income
tax expense of $1,299,000 was recorded in 1999. The Company has $46.0 million in
U.S. federal income tax loss carryforwards as of December 31, 2000 (the deferred
tax benefit of which has been offset by a valuation allowance in the Company's
balance sheet). There was no income tax impact recorded in the 2000 results
primarily due to recording the benefit of the net operating losses generated in
prior years, which were carried forward and applied at the state level.
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 from the
utilization of such carryforwards of $722,000 and $1,363,000 were realized in
1999 and 1998, respectively. As such, a non-cash charge was recorded as 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.
In the opinion of management, the Company's revenue growth in the short
term will be directly related to the implementation of the requirements of the
CAAA. The Company's implementor and alliance strategies will enable the Company
to provide the NOxOUT Process to an increasing number of customers without
significantly adding technical and support staff. Customers purchase the NOxOUT
Process and related technologies from either the Company or its implementors. If
customers purchase the NOxOUT Process from implementors, the per contract
revenues to the Company may be lower, but more installations may be handled.
1999 versus 1998
Net sales in 1999 totaled $33,325,000 versus net sales of $25,864,000 in
1998, an increase of 29%. The increase primarily represents a $4,872,000
increase in domestic NOx project revenue and a $2,746,000 increase in Asian
pollution control revenue. The gains were marginally offset by a decline in the
domestic fuel treatment chemical business.
The domestic NOx increase was due to the substantial increase in utility
industry air pollution control project revenue caused by the implementation of
Phase II of Title I of the Clean Air Act Amendments of 1990 (CAAA). In 1994,
governors of 11 Northeastern states, known collectively as the Ozone Transport
Region, signed a Memorandum of Understanding requiring utilities to reduce their
NOx emissions by 55% to 65% from 1990 levels by May 1999. This memorandum
favorably impacted the domestic NOx utility project performance in 1999.
The increase in Asian revenue was the direct result of one large contract
at a Korean utility. The decline in domestic fuel treatment chemical sales was
tied directly to the increased market price for fuel oil. As the price of fuel
oil increased in 1999, customers switched their fuel source to natural gas, thus
negating the requirement to utilize fuel treatment chemicals.
Gross margin percentages were 43.6% in 1999 compared with 44.6% in 1998.
The slight decline in margin percentage was due primarily to the impact of
low-margin air pollution control projects in Europe in 1999, which were driven
by a highly competitive marketplace. When excluding this factor, the gross
margin on air pollution control revenues as a whole remained relatively flat
year on year.
Selling, general and administrative costs increased $990,000 from 1998 due
predominantly to selling expenses from accelerated business activity.
Interest expense increased by $103,000 from 1998. The increase was due to
the financing required to satisfy the contingent obligation due to Nalco as part
of the Company's purchase of Nalco's 50% share of NFT. The $4.5 million term
loan financing was received on September 1, 1999, and was used to retire a note
held by Nalco with a remaining principal balance of $2.5 million, and to pay off
the aforementioned contingent payment obligation.
The Company recorded $1.3 million of income tax expense in 1999 versus $1.4
million in 1998. The Company had $47.4 million in U.S. federal income tax loss
carryforwards at December 31, 1999 (the deferred tax benefit of which has been
offset by a valuation allowance in the Company's balance sheet). As noted
previously, the Company effected a quasi-reorganization on March 31, 1985, and
reduced the value of certain assets. Tax benefits resulting from the utilization
of tax loss carryforwards existing as of the date of the quasi-reorganization
are required to be excluded from the Company's results of operations and
recorded as an increase to additional paid-in capital when realized.
Consequently, additional paid-in capital was increased by $.7 million and $1.4
million in 1999 and 1998, respectively. At December 31, 1999, all tax loss
carryforwards existing at the time of the quasi-reorganization had been fully
utilized.
10
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents were approximately $9.0 million at
both December 31, 2000 and December 31, 1999. Operating activities provided $1.5
million of cash in 2000, which was driven by operating profits and the continued
improvement in working capital management. Investing activities, which used cash
of $1.0 million during the year, were primarily comprised of the aforementioned
investments in CDT and Fuel Tech CS GmbH of $225,000 and $116,000, respectively,
and to the continued investment in equipment and intellectual property of
$774,000. Financing activities, which used cash of $336,000 during the year,
were comprised of debt repayments of $675,000, which were offset by cash
received from the exercise of stock options.
Historically, the Company has financed its operations principally through
the private placement of its Common Shares and the private placement of nil
coupon non-redeemable convertible unsecured loan notes (the "Loan Notes"). The
Loan Notes are convertible at any time into the Company's common stock. They
bear no interest, have no maturity date and are repayable generally only in the
event of the winding up of the Company. The Company has therefore classified the
Loan Notes within shareholders' equity in its balance sheet.
At December 31, 2000, the Company had cash and cash equivalents of
$8,987,000 and working capital of $12,542,000 versus $8,959,000 and $12,126,000
at the end of 1999, respectively.
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 performance. The acquisition of the
aforementioned 50% interest in NFT 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) were 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
notes and contingent payment obligation were secured by materially all of the
Company's assets. The contingent payment earned by Nalco in 1998 was $113,000.
Such amount was included in goodwill in the Company's balance sheet.
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. Such shares (and shares underlying the warrants) are restricted from
sale for a period of three years from the date of the transaction, and give the
holder 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.
In 1999, the Company established with a bank a $3.0 million revolving
credit facility that expires August 31, 2002. The facility can be used for both
cash advances and letters of credit. At December 31, 2000, approximately
$2,041,000 in standby letters of credit were outstanding and approximately
$959,000 was available for cash advances.
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 value
of the debt approximates fair value at December 31, 2000.
As a result of the aforementioned transactions, the pending regulatory
deadlines in the United States and the current cash and working capital
positions, the Company believes that it will have sufficient resources to fund
its growth and operations going forward.
11
FORWARD-LOOKING INFORMATION
From time to time, information provided by the Company, statements made by
its employees or information included in its filings with the Securities and
Exchange Commission (including this Annual Report) may contain statements that
are not historical facts, so-called "forward-looking statements." These
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. The Company's actual
future results may differ significantly from those stated in any forward-looking
statements. Forward-looking statements involve a number of risks and
uncertainties, including, but not limited to, product demand, pricing, market
acceptance, litigation, risk of dependence on significant customers, third-party
suppliers and intellectual property rights, risks in product and technology
development and other risk factors detailed in this Annual Report and in the
Company's Securities and Exchange Commission filings.
12
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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.
The Company is also exposed to changes in interest rates primarily due to
its long-term debt arrangement (refer to Note 8 to the consolidated financial
statements). The Company uses interest rate derivative instruments (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. A hypothetical 100 basis point adverse move in interest rates along the
entire interest rate yield curve would not have a materially adverse effect on
interest expense during the upcoming year ended December 31, 2001.
13
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
14
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.
15
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.
16
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.
17
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.
18
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.
19
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.
20
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.
21
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.
22
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
23
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.
24
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.
25
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.
26
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
============ ============ ============
27
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
NONE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this Item will be set forth under the captions
"Election of Directors" and "Directors and Executive Officers of the Company" in
the Company's Proxy Statement related to the 2001 Annual General Meeting of
Shareholders (the `Proxy Statement") and is incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item will be set forth under the caption
"Executive Compensation" in the Proxy Statement and is incorporated by reference
excluding, however, the information under the captions "Report of the Board of
Directors on Executive Compensation" and "Performance Graph," which is not
incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this Item will be set forth under the caption
"Principal Shareholders and Stock Ownership of Management" in the Proxy
Statement and is incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this Item will be set forth under the captions
"Compensation Committee Interlocks and Insider Participation" and "Certain
Relationships and Related Transactions" in the Proxy Statement and is
incorporated by reference.
28
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
The financial statements identified below and required by Part II, Item 8
of this Form 10-K are set forth above.
Report of Independent Auditors
Consolidated Balance Sheets as of December 31, 2000 and 1999
Consolidated Statements of Operations for Years Ended December 31,
2000, 1999 and 1998
Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows for the Years Ended December 31,
2000, 1999 and 1998
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
Schedules have been omitted because of the absence of the conditions under
which they are required or because the required information where material is
shown in the financial statements or the notes thereto.
(3) Exhibits
+ 1.0 Articles of Association of Fuel-Tech N.V. (in Dutch and English) as amended through April 27, 1998
* 2.1 Instrument Constituting US $19,200,000 Nil Coupon Non-Redeemable Convertible Unsecured Loan Notes of Fuel-Tech
N.V., dated December 21, 1989
* 2.2 First Supplemental Instrument Constituting US $3,000,000 Nil Coupon Non-Redeemable Convertible Unsecured Loan
Notes of Fuel-Tech N.V., dated July 10, 1990
** 2.3 Instrument Constituting US $6,000,000 Nil Coupon Non-Redeemable Convertible Unsecured Loan Notes of Fuel-Tech
N.V., dated March 12, 1993
** 2.4 Form of Warrants issued April 30, 1998 evidencing right to purchase 3 million shares of Fuel-Tech N.V. common
stock.
* 3.1 Form of Indemnity Agreement between Fuel-Tech N.V. and directors and officers
* 3.2 Fuel Tech, Inc. Form of 1992 Substitute Stock Option Agreement
* 3.3 Fuel-Tech N.V. Form of 1992 Substitute Stock Option Agreement
* 3.4 Fuel-Tech N.V. Form of 1993 Stock Option Agreement as amended through August 3, 1999
& 3.5 The 1993 Incentive Plan of Fuel-Tech N.V. as amended through August 3, 1999
* 3.6 License Implementation Agreement dated June 10, 1991 among NFT, Nalco Fuel Tech, B.V., and Foster Wheeler Energy
Corporation
* 3.7 License Implementation Agreement dated April 23, 1991 among NFT, Nalco Fuel Tech, B.V., and R-C Environmental
Services & Technologies, a division of Research Cottrell, Inc.
* 3.8 License Implementation Agreement dated December 20, 1990 between NFT and RJM Corporation
* 3.9 License Implementation Agreement dated May 22, 1991 among NFT, Nalco Fuel Tech, B.V., and Wheelabrator Air
Pollution Control, Inc.
* 3.10 Agreement dated July 3, 1990 between NFT and Arcadian Corporation
* 3.11 License Agreement dated September 12, 1991 between NFT and BP Chemicals Inc.,
* 3.12 Agreement dated November 5, 1990 between NFT and Cargill, Incorporated
* 3.13 Agreement dated August 30, 1990 between NFT and Nitrochem, Inc.
* 3.14 License Agreement dated December 27, 1990 between NFT and Union Oil Company of California dba Unocal
* 3.15 Agreement dated September 30, 1990 between NFT and W.H. Shurtleff Company
** 3.16 Securities Purchase Agreement dated as of March 23, 1998, between Fuel-Tech N.V., and the several Investors
signatory thereto, including exhibits.
** 3.17 Purchase Agreement dated as of March 23, 1998, between Nalco FT, Inc., Nalco Chemical Company and Fuel Tech,
Inc., including exhibits
#& 3.18 License Agreement dated November 18, 1998 between The Gas Technology Institute and Fuel Tech, Inc. relating to
the FLGR Process
#& 3.19 License Agreement dated December 8, 1998 between The Gas Technology Institute and Fuel Tech, Inc. relating to
the AEFLGR Process
#& 3.20 Amendment No. 1, dated February 28, 2000, to License Agreement of November 18, 1998 between The Gas Technology
Institute and Fuel Tech, Inc.
oo 19.2 Those portions of the Proxy Statement to be distributed to Shareholders of the Company for the 2001 Annual
General Meeting of Shareholders of Fuel-Tech N.V. specifically incorporated by reference into this Annual
Report on Form 10-K.
o 23.1 Consent of Ernst & Young LLP
29
* Filed with Registration Statement on Form 20-F, No. 000-21724 of August 26,
1993, as amended
** Filed with Registrant's Report on Form 6-K for the month of March 1998
+ Filed with Registrant's Report on Form 20-F for the year 1997
o Filed herewith
oo To be filed with the Registrant's definitive proxy material for its 2001
Annual General Meeting
# Confidential information removed and filed separately
& Filed with Registrant's report on Form 10-K for the year 1999
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the fourth
quarter of 2000.
30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Fuel -Tech N.V. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FUEL-TECH N.V.
Dated: March 23, 2001 By: /Ralph E. Bailey
--------------------------------
Ralph E. Bailey
Chairman, Managing Director and
Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been duly signed below by the following persons on behalf of
Fuel-Tech N.V. and in the capacities and on the date indicated.
/s/ Ralph E. Bailey Chairman, Managing Director and Chief Executive Officer
- ---------------------------- (Principal Executive Officer)
Ralph E. Bailey
/s/ Scott M. Schecter Chief Financial Officer, Vice President and Treasurer
- ---------------------------- (Principal Financial and Accounting Officer)
Scott M. Schecter
/s/ Douglas G. Bailey Managing Director
- ----------------------------
Douglas G. Bailey
/s/ John A. de Havilland Managing Director
- ----------------------------
John A. de Havilland
/s/ Charles W. Grinnell Managing Director, Vice President, General Counsel and Corporate Secretary
- ----------------------------
Charles W. Grinnell
/s/ Jeremy D. Peter-Hoblyn Managing Director
- ----------------------------
Jeremy D. Peter-Hoblyn
/s/ John R. Selby Managing Director
- ----------------------------
John R. Selby
Tarma Trust Management N.V. Managing Director
By: /s/ Robert W. Huyzen Managing Director
------------------------
Robert W. Huyzen
/s/ James M. Valentine Managing Director
- ----------------------------
James M. Valentine
31