UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 25, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _________ to ________
Commission File Number 1-286-2
FOSTER WHEELER CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-1855904
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Perryville Corporate Park, Clinton, N. J. 08809-4000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908)-730-4000
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 40,716,864 shares of the
Corporation's common stock ($1.00 par value) were outstanding as of September
25, 1998.
<PAGE>
FOSTER WHEELER CORPORATION
INDEX
Part I Financial Information:
Item 1 - Financial Statements:
Condensed Consolidated Balance Sheet at September 25, 1998 and
December 26, 1997
Condensed Consolidated Statement of Earnings and
Comprehensive Income Three and Nine Months Ended
September 25, 1998 and September 26, 1997
Condensed Consolidated Statement of Cash Flows
Nine Months Ended September 25, 1998 and September 26, 1997
Notes to Condensed Consolidated Financial Statements
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II Other Information:
Item 1 - Legal Proceedings
Item 6 - Exhibits and Reports on Form 8-K
Signatures
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
FOSTER WHEELER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(In Thousands of Dollars)
September 25, 1998 December 26,
(Unaudited)(a) 1997(a)
------------------ ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 125,360 $ 167,417
Short-term investments 66,083 91,888
Accounts and notes receivable 813,159 799,375
Contracts in process and inventories 478,246 415,186
Prepaid and refundable income taxes 63,585 46,175
Prepaid expenses 30,117 25,230
---------- ----------
Total Current Assets 1,576,550 1,545,271
---------- ----------
Land, buildings and equipment 1,202,222 1,138,098
Less accumulated depreciation 338,405 313,646
---------- ----------
Net book value 863,817 824,452
---------- ----------
Notes and accounts receivable - long-term 99,954 86,353
Investments and advances 134,179 127,629
Intangible assets - net 287,507 298,217
Prepaid pension costs and benefits 175,896 187,200
Other, including insurance recoveries 267,240 275,582
Deferred income taxes 4,140 12,996
---------- ----------
Total Assets $3,409,283 $3,357,700
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current installments on long-term debt $ 34,619 $ 33,528
Bank loans 401,141 53,748
Accounts payable and accrued expenses 646,754 626,160
Estimated costs to complete long-term contracts 535,689 578,474
Advance payments by customers 74,238 98,865
Income taxes 41,731 21,527
---------- ----------
Total Current Liabilities 1,734,172 1,412,302
Special-purpose project debt 425,112 432,771
Other long-term debt 208,902 422,897
Postretirement and other employee benefits
other than pensions 166,147 169,212
Other long-term liabilities, deferred credits and
minority interest in subsidiary companies 233,027 250,853
Deferred income taxes 69,994 34,148
---------- ----------
Total Liabilities 2,837,354 2,722,183
---------- ----------
Stockholders' Equity:
Common stock 40,748 40,746
Paid-in capital 201,154 201,105
Retained earnings 369,079 442,848
Accumulated other comprehensive income (38,466) (48,887)
---------- ----------
572,515 635,812
Less cost of treasury stock (586) (295)
---------- ----------
Total Stockholders' Equity 571,929 635,517
---------- ----------
Total Liabilities and Stockholders' Equity $3,409,283 $3,357,700
========== ==========
</TABLE>
(a) Restated from amounts previously reported. See Note 1 to financial
statements.
See notes to financial statements.
<PAGE>
<TABLE>
FOSTER WHEELER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS AND COMPREHENSIVE INCOME
(In Thousands of Dollars, Except Per Share Amounts)
(Unaudited)
Three Months Ended Nine Months Ended
------------------ -----------------
Sept. 25, 1998(a)(c) Sept. 26, 1997(c) Sept. 25, 1998(a)(c) Sept. 26, 1997(b)(c)
-------------------- ----------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Revenues:
Operating revenues $1,081,149 $1,029,994 $3,142,935 $3,025,742
Other income 20,370 19,795 50,492 99,648
--------- --------- --------- ---------
Total revenues 1,101,519 1,049,789 3,193,427 3,125,390
--------- --------- --------- ---------
Cost and expenses:
Cost of operating revenues 994,091 1,019,165 2,885,599 2,833,034
Selling, general and adminis-
trative expenses 62,094 63,368 178,993 207,352
Other deductions/minority
interest 64,402 17,186 105,139 64,713
--------- --------- --------- ---------
Total costs and expenses 1,120,587 1,099,719 3,169,731 3,105,099
--------- --------- --------- ---------
(Loss)/Earnings before income taxes (19,068) (49,930) 23,696 20,291
Provision for income taxes 55,183 (14,954) 71,817 12,460
--------- --------- --------- ---------
Net (loss)/Earnings (74,251) (34,976) (48,121) 7,831
Other comprehensive income:
Foreign currency translation
adjustment 26,289 (3,520) 10,421 (28,147)
--------- --------- --------- ---------
Comprehensive loss $ (47,962) $ (38,496) $ (37,700) $ (20,316)
--------- --------- --------- ---------
(Loss)/earnings per share:
Basic $(1.82) $ (.86) $(1.18) $ .19
Diluted $(1.82) $ (.86) $(1.18) $ .19
Shares outstanding:
Basic:
Weighted average number of
shares outstanding 40,726,754 40,687,568 40,732,791 40,657,417
Diluted:
Effect of stock options * * * 150,144
========== ========== ========== ==========
Total diluted 40,726,754 40,687,568 40,732,791 40,807,561
Cash dividends paid per
Common share $ .21 $ .21 $ .63 $ .625
===== ===== ===== ======
</TABLE>
(a) In the third quarter of 1998, the Corporation recorded a $47,000 charge
included in other deductions related to the Robbins Resource Recovery
Facility.
(b) In the second quarter of 1997, the Corporation recorded a pretax gain of
$56,400 ($36,600 after tax) in other income related to the sale of Glitsch
International, Inc.'s assets. Also, in the second quarter of 1997 the
Corporation recorded a provision in cost of operating revenues of $32,000
($20,800 after tax) against the Energy Equipment Group for reorganization
costs. A charge of $6,500 ($4,200 after tax) for the write-down of
long-lived assets was also included in other deductions.
(c) Restated from amounts previously reported. See Note 1 to financial
statements.
* The effect of the stock options was not included in the calculation of
diluted earnings per share as these options were antidilutive due to the
losses in 1998 and the third quarter of 1997.
See notes to financial statements.
<PAGE>
<TABLE>
FOSTER WHEELER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
Nine Months Ended
---------------------------------------
Sept. 25, 1998(a) Sept. 26, 1997(a)
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(48,121) $ 7,831
Adjustments to reconcile net earnings
to cash flows from operating activities:
Depreciation and amortization 49,305 46,173
Noncurrent deferred tax 43,378 6,183
Net gain on sale of subsidiary - (49,900)
Equity earnings, net of dividends (4,289) (11,894)
Robbins Resource Recovery charge 47,014 -
Other (6,695) (5,955)
Changes in assets and liabilities, net of effects of
acquisitions and divestitures:
Receivables 27,167 (109,555)
Contracts in process and inventories (59,576) 13,923
Accounts payable and accrued expenses (38,136) 16,839
Estimated costs to complete long-term contracts (59,133) 126,948
Advance payments by customers (28,130) (17,391)
Income taxes 902 902 (46,566)
Other assets and liabilities (7,073) (80,344)
--------- ----------
NET CASH USED BY OPERATING ACTIVITIES (83,387) (103,708)
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (100,858) (135,794)
Proceeds from sale of subsidiary - 195,283
Proceeds from sale of properties 2,052 5,038
Decrease/(increase) in investments and advances 7,462 (46,712)
Decrease in short-term investments 29,552 14,099
Partnership distributions (4,256) (4,800)
--------- ----------
NET CASH (USED)/PROVIDED BY INVESTING ACTIVITIES (66,048) 27,114
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends to stockholders (25,648) (25,403)
Repurchase of common stock (291) -
Proceeds from the exercise of stock options 51 2,671
Increase in short-term debt 29,911 7,229
Proceeds from long-term debt 108,134 64,915
Repayment of long-term debt (14,587) (77,311)
--------- ----------
NET CASH PROVIDED/(USED) BY FINANCING ACTIVITIES 97,570 (27,899)
Effect of exchange rate changes on cash and cash equivalents 9,808 (20,244)
--------- ----------
DECREASE IN CASH AND CASH EQUIVALENTS (42,057) (124,737)
Cash and cash equivalents at beginning of year 167,417 267,149
--------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 125,360 $ 142,412
========= =========
Cash paid during period:
Interest (net of amount capitalized) $ 25,305 $ 22,681
Income taxes $ 22,908 $ 20,161
</TABLE>
(a) Restated from amounts previously reported. See Note 1 to financial
statements. See notes to financial statements.
<PAGE>
FOSTER WHEELER CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The condensed consolidated balance sheet as of September 25, 1998, and the
related condensed consolidated statements of earnings and comprehensive
income and cash flows for the three and nine-month periods ended September
25, 1998 and September 26, 1997 are unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of such
financial statements have been included. Such adjustments only consisted of
normal recurring items. Interim results are not necessarily indicative of
results for a full year.
The financial statements and notes are presented in accordance with Form
10-Q and do not contain certain information included in Foster Wheeler
Corporation's Annual Report on Form 10-K for the fiscal year ended December
26, 1997 filed with the Securities and Exchange Commission on March 19,
1998, as amended by Form 10K/A filed with the Securities and Exchange
Commission on December 18, 1998. The Condensed Consolidated Balance Sheet
as of December 26, 1997 has been derived from the audited Consolidated
Balance Sheet included in the 1997 Annual Report. A summary of the
Corporation's significant accounting policies is presented on pages 36 and
37 (not shown) of its 1997 Annual Report to Stockholders. Users of
financial information produced for interim periods are encouraged to refer
to the footnotes contained in the Annual Report to Stockholders as amended
on December 18, 1998 when reviewing interim financial results. There has
been no material change in the accounting policies followed by the
Corporation during 1998, except as described in Note 7 of these Condensed
Consolidated Financial Statements.
Previously reported earnings have been restated to reverse a charge of
$60.0 million that was taken in the second quarter of 1997 and a charge of
$127.9 million that was taken in the third quarter of 1998 as part of a
larger $175.0 million provision. These charges related to the anticipated
losses of a waste-to-energy plant located in the Village of Robbins,
Illinois (the "Robbins Facility")(see Note 2). These losses were initially
provided for because the Corporation expected the income and cash to be
generated by the Facility would not be sufficient to cover the lease
expense. Based on further detailed review and analysis, the Corporation
changed its accounting for costs associated with this operating lease
agreement to reflect such as charges to earnings as lease payments are due.
Since the Corporation has a guarantee to continue to operate the facility,
it was determined that the losses should be recognized as incurred and not
accrued based on probable scenarios. The $175.0 million charge was
initially taken to fully reserve for all asset impairments and financial
guarantees thereunder.
<PAGE>
The effects of this restatement are shown below:
(in thousands, except per-share amounts)
Net As Previously Earnings Per Earnings Per
Earnings/(Loss) Reported Share-Basic As Revised Share-Basic
-------- ----------- ---------- -----------
1997
First quarter $ 20,221 $ .50 $ 20,221 $ .50
Second quarter (3,631) $ (.09) 22,586 $ .56
Third quarter (29,348) $ (.72) (34,976) $ (.86)
Fourth quarter 2,295 $ (.06) (2,207) $ (.05)
Year $ (10,463) $ (0.26) $ 5,624 $ 0.14
1998
First quarter $ 17,386 $ .43 $ 13,285 $ .33
Second quarter 20,338 $ .50 12,845 $ .32
Third quarter (154,567) $ (3.80) (74,251) $(1.82)
Nine Months $(116,843) $ (2.87) $ (48,121) $(1.18)
In conformity with generally accepted accounting principles, management
must make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expense during the reporting period. Actual results could
differ from those estimates.
2. In the ordinary course of business, Foster Wheeler Corporation (the
"Corporation") and its subsidiaries enter into contracts providing for
assessment of damages for nonperformance or delays in completion. Suits and
claims have been or may be brought against the Corporation by customers
alleging deficiencies in either equipment design or plant construction.
Based on its knowledge of the facts and circumstances relating to the
Corporation's liabilities, if any, and to its insurance coverage,
management of the Corporation believes that the disposition of such suits
will not result in charges against assets or earnings materially in excess
of amounts previously provided in the accounts.
The Corporation and its subsidiaries, along with many other companies, are
codefendants in numerous lawsuits pending in the United States. Plaintiffs
claim damages for personal injury alleged to have arisen from exposure to
or use of asbestos in connection with work performed by the Corporation and
its subsidiaries during the 1970's and prior. As of September 25, 1998,
there were approximately 63,000 claims pending. In 1998, approximately
19,000 new claims were filed and approximately 21,000 were either settled
or dismissed without payment. The Corporation has agreements with insurance
carriers covering significantly more than a majority of the potential costs
relating to these exposures. The Corporation has recorded, with respect to
asbestos litigation, an asset relating to the probable insurance recoveries
and a liability relating to probable losses. These assets and liabilities
were estimated based on historical data developed in conjunction with
outside experts. Management of the Corporation has carefully considered the
financial viability and legal obligations of its insurance carriers and has
concluded that except for those insurers that have become or may become
insolvent, the insurers will continue to adequately fund claims and defense
costs relating to asbestos litigation.
In 1996, the Corporation completed the construction of the Robbins Project.
A subsidiary of the Corporation, Robbins Resource Recovery Partners, L.P.
(the "Partnership"), is operating this facility under a long-term operating
lease with the Village of Robbins as lessor. By virtue of the facility
qualifying under the Illinois Retail Rate Law (the "Retail Rate Law") as a
qualified solid waste-to-energy facility, it was to earn revenues from
sales of electricity to a utility at rates that were to be substantially
higher than the utility's "avoided cost." Under the Retail Rate Law, the
utility was entitled to a tax credit against a state tax on its gross
receipts and invested capital. The State of Illinois was to be reimbursed
by the facility for the tax credit beginning after the 20th year following
the initial sale of electricity to the utility. The State has repealed the
Retail Rate Law insofar as it applied to this facility. Consequently, the
Partnership's sales to the utility are being made at the utility's avoided
cost.
Other recent events have led the Corporation to reevaluate the long-term
profitability of the Robbins Project. These include the following:
1. No alternative purchaser for the Robbins Project's electricity has
been identified.
2. Due to deregulation of the power industry, there has been greater
competition from independent power producers resulting in lower
electricity rates.
3. The Robbins Project has been experiencing higher operating costs than
originally anticipated, particularly labor costs.
4. The Robbins Project has received lower tipping fees from trash haulers
under waste disposal contracts than originally projected.
5. It appears unlikely that the Corporation will have any successful
resolution of its claims in the courts or any relief from the state
legislature in the near term.
As a result of this assessment, the Corporation has concluded that it will
not be able to recover the assets currently recorded which relate to the
Robbins Project. Moreover, it is highly unlikely that the Project will
generate sufficient revenues to repay the Robbins Project debt, which is
funded by the lease payments to the Village of Robbins. Accordingly, the
Corporation recorded a charge of approximately $47.0 million in the third
quarter of fiscal 1998 for asset impairments. The Corporation's remaining
exposure with respect to the Robbins Facility consists principally of
prepaid rent of $48.3 million and operating lease guarantees of $79.6
million which the Corporation does not expect to recover from the
operations of the plant over the term of the lease.
In 1997, the United States Supreme Court effectively invalidated New
Jersey's long-standing municipal solid waste flow rules and regulations.
The immediate effect was to eliminate the guaranteed supply of municipal
solid waste to the Camden County Waste-to-Energy Project (the "Camden
Project") with its corresponding tipping fee revenue. As a result, tipping
fees have been reduced to market rate in order to provide a steady supply
of fuel to the plant. Those market-based revenues are not expected to be
sufficient to service the debt on outstanding bonds, which were issued to
construct the plant and to acquire a landfill for Camden County's use. The
Corporation has filed suit against certain involved parties, including the
State of New Jersey, seeking among other things, to void the applicable
contracts and agreements governing the Camden Project. Pending final
outcome of the litigation and the results of legislative initiatives in New
Jersey to resolve the issues relating to the debt obligations associated
with the Camden Project, management believes that the plant will continue
to operate at full capacity while earning sufficient revenues to cover its
fees as operator of the plant. However, at this time, management cannot
determine the effect of the foregoing on the Camden Project.
The ultimate legal and financial liability of the Corporation with respect
to all claims, lawsuits and proceedings cannot be estimated with certainty.
As additional information concerning the estimates used by the Corporation
becomes known, the Corporation reassesses its position both with respect to
gain contingencies and accrued liabilities and other potential exposures.
Estimates that are particularly sensitive to future change relate to legal
matters, which are subject to change as events evolve and as additional
information becomes available during the administration and litigation
process.
3. As a result of the Robbins Project charge, the Corporation was not in
compliance with its financial covenants under its Revolving Credit
Agreements. The Corporation received waiver of these covenants until
February 15, 1999. The Corporation expects to receive a commitment from a
group of financial institutions for the entire $400.0 million that may be
drawn under the Revolving Credit Agreements prior to February 1, 1999, and
expects the new facility to be available by December 31, 1998. The
Corporation expects to receive an extension of the waiver from its existing
bank group until the new facility is available. Accordingly, $300.0 million
under the Revolving Credit Agreements that had been classified as long-term
debt has been reclassified as short term.
4. A total of 2,559,718 shares were reserved for issuance under the stock
option plans; of this total 739,416 were not under option.
5. Basic per share data has been computed based on the weighted average number
of shares of common stock outstanding. The effect of the stock options was
not included in the calculation of diluted earnings per share as these
options were antidilutive due to the losses in 1998 and 1997.
6. Interest income and cost in thousands of dollars for the following periods
are:
<TABLE>
Three Months Ended Nine Months Ended
------------------ -----------------
Sept. 25, 1998 Sept. 26, 1997 Sept. 25, 1998 Sept. 26, 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Interest Income $ 3,558 $ 4,038 $14,927 $15,205
Interest Cost $18,273 $16,106 $53,584 $49,414
</TABLE>
Included in interest cost is interest capitalized on self-constructed
assets, for the three and nine months ended September 25, 1998 of $2,965
and $8,755, respectively, compared to $2,772 and $7,498 for the comparable
periods in 1997.
7. In the first quarter of 1998, the Corporation adopted the provisions of
Statements of Financial Accounting Standards No. 129, Disclosure of
Information about Capital Structure, No. 130, Reporting Comprehensive
Income, and No. 131, Disclosure about Segments of an Enterprise and Related
Information. Where applicable, prior data has been restated to conform to
the 1998 presentation.
The Financial Accounting Standards Board released in June 1998, Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement is effective for all
fiscal quarters of all fiscal years beginning after June 15, 1999. This
statement addresses the accounting for derivative instruments including
certain derivative instruments embedded in other contracts and for hedging
activities. The Corporation is currently assessing the impact of adoption
of this new Statement.
In the second quarter of 1998, the Accounting Standard Executive Committee
of the AICPA issued Statement of Position 98-5, "Reporting on the Costs of
Start-up Activities." This statement provides guidance on financial
reporting of start-up costs and organizational costs. This Statement of
Position is effective for financial statements for fiscal years beginning
after December 15, 1998. This Statement of Position requires start-up costs
to be expensed as incurred. The Corporation is currently assessing the
financial statement impact of adoption of this Statement of Position.
8. In the third quarter 1998, a subsidiary of the Corporation entered into a
three year agreement with a financial institution whereby the subsidiary
would sell an undivided interest of $41.9 million in a designated pool of
qualified accounts receivable. Under the terms of the agreement, new
receivables are added to the pool as collections reduce previously sold
accounts receivable. The credit risk of uncollectible accounts receivable
has been transferred to the purchaser. The Corporation services,
administers and collects the receivables on behalf of the purchaser. Fees
payable to the purchaser under this agreement are equivalent to rates
afforded high quality commercial paper issuers plus certain administrative
expenses and are included in other deductions, in the Consolidated
Statement of Earnings. The agreement contains certain covenants and
provides for various events of termination. At September 25, 1998, $41.9
million in receivables were sold under the agreement and are therefore not
reflected in the accounts receivable - trade balance in the Consolidated
Balance Sheet.
<PAGE>
9. Changes in equity for the nine months ended September 25, 1998 were as
follows:
<TABLE>
(In Thousands of Dollars)
Accumulated
Common Stock Other Total
---------------- Paid-in Retained Comprehensive Treasury Stock Stockholders'
Shares Amount Capital Earnings Loss Shares Amount Equity
------- ------- ---------- --------- ------------- ------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance December 26, 1997
(As restated) 40,745,668 $40,746 $201,105 $442,848 $(48,887) (10,804) $(295) $635,517
Net Loss (48,121) (48,121)
Dividends paid - common (25,648) (25,648)
Comprehensive loss 10,421 10,421
Purchase of treasury stock (20,000) (291) (291)
Sold under stock options 2,000 2 49 51
---------- ------- -------- -------- --------- -------- ------ --------
Balance September 25, 1998 40,747,668 $40,748 $201,154 $369,079 $(38,466) (30,804) $(586) $571,929
========== ======= ======== ======== ========= ======== ====== ========
</TABLE>
10. Major Business Groups
<TABLE>
(In Thousands of Dollars)
FOR NINE MONTHS Engineering Corporate and
- --------------- and Energy Power Financial
Total Construction Equipment Systems Service*
----- ------------ --------- -------- --------
<S> <C> <C> <C> <C> <C>
Ended
- -----
September 25, 1998 (a)
- ----------------------
Revenues $3,193,427 $2,364,736 $808,868 $140,701 $(120,878)
Interest Expense 44,829 6,867 6,004 16,857 15,101
Earnings/(Loss) Before Income Taxes 23,696 72,007 36,644 (52,356) (32,599)
Provision/(Benefit) for Income Taxes 71,817 25,541 13,811 43,805 (11,340)
---------- ---------- --------
Net (Loss)/Earnings $ (48,121) $ 46,466 $ 22,833 $(96,161) $(21,259)
</TABLE>
<TABLE>
Engineering Corporate and
and Energy Power Financial
Total Construction Equipment Systems Service*
----- ------------ --------- -------- --------
<S> <C> <C> <C> <C> <C>
Ended
- -----
September 26, 1997 (a)
- ----------------------
Revenues $3,125,390 $2,207,622 $926,434 $115,532 $(124,198)
Interest Expense 41,920 3,814 9,770 17,262 11,074
Earnings/(Loss) Before Income Taxes 20,291 48,975 36,060 (22,793) (41,951)
Provision/(Benefit) for Income Taxes 12,460 20,962 12,864 (7,004) (14,362)
Net Earnings/(Loss) $ 7,831 $ 28,013 $ 23,196 $ (15,789) $ (27,589)
*Includes intersegment eliminations
(a) Restated from amounts previously reported. See Note 1.
</TABLE>
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOSTER WHEELER CORPORATION AND SUBSIDIARIES
(Unaudited)
The following is Management's Discussion and Analysis of certain significant
factors that have affected the financial condition and results of operations of
the Corporation for the periods indicated below. This discussion and analysis
should be read in conjunction with the 1997 Annual Report on Form 10-K filed
March 19, 1998 as amended by Form 10K/A filed on December 18, 1998. All data
included herein has been restated as discussed in Note 1 to the unaudited
condensed consolidated financial statement included in this form 10Q/A.
Results of Operations
<TABLE>
CONSOLIDATED DATA
(In Millions of Dollars, except Per Share Amounts)
Three Months Ended Nine Months Ended
------------------ -----------------
Sept. 25, 1998 Sept. 26, 1997 Sept. 25, 1998 Sept. 26, 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Backlog $7,871.8 $7,222.6 $7,871.8 $7,222.6
New orders $1,312.8 $1,164.7 $4,131.4 $3,832.1
Revenues $1,101.5 $1,049.8 $3,193.4 $3,125.4
Net (losses)/earnings $ (74.3) $ (35.0) $ (48.1) $ 7.8
</TABLE>
The Corporation's consolidated backlog at September 25, 1998 totaled $7,871.8,
the highest in the history of the Corporation, which represented an increase of
9% over the amount as of September 26, 1997. The dollar amount of backlog is not
necessarily indicative of the future earnings of the Corporation related to the
performance of such work. The backlog of unfilled orders includes amounts based
on signed contracts as well as agreed letters of intent which management has
determined are likely to be performed. Although backlog represents only business
which is considered firm, cancellations or scope adjustments may occur. Due to
factors outside the Corporation's control, such as changes in project schedules,
the Corporation cannot predict with certainty the portion of backlog not to be
performed. Backlog is adjusted to reflect project cancellations, deferrals, sale
of subsidiaries and revised project scope and cost. This adjustment for the nine
months ended September 25, 1998 was $467.2, compared with $377.0 for the nine
months ended September 26, 1997. Furthermore, the Corporation's future award
prospects include several large-scale international projects and, because the
large size and uncertain timing of these projects can create variability in the
Corporation's contract awards, future award trends are difficult to predict.
New orders awarded for the three and nine months ended September 25, 1998 were
$1,312.8 and $4,131.4 respectively, compared to $1,164.7 and $3,832.1 for the
periods ended September 26, 1997. Approximately 57% of new orders booked in the
nine months ended September 25, 1998 were for projects awarded to the
Corporation's subsidiaries located outside the United States. Key countries and
geographic areas contributing to new orders awarded for the nine months ended
September 25, 1998 were the United States, Singapore, Europe and the Middle
East.
In the second quarter of 1997 the Corporation recorded provisions totaling $38.5
and a $56.4 pretax gain on the sale of a subsidiary. The net amount of $17.9
included the following:
(a) $32.0 provision recorded in cost of operating revenues in the Energy
Equipment Group for the last phase of the Group's reorganization started in
1995 following the Ahlstrom Pyropower acquisition,
(b) $6.5 provision included in other deductions in Corporate and Financial
Services for the write-downs of long-lived assets, and
(c) $56.4 gain included in other income in the Energy Equipment Group for the
sale of Glitsch International, Inc.'s assets.
Operating revenues increased slightly in the three months ended September 25,
1998 compared to the three months ended September 26, 1997 to $1,081.1 from
$1,030.0. The most recent nine month period reflects an increase in operating
revenues of $117.2 from $3,025.7 in 1997 to $3,142.9 in 1998. Included in 1997
operating revenues were $143.4 for the nine-month period for Glitsch
International Inc., which was sold in June 1997.
Gross earnings, which are equal to operating revenues minus the cost of
operating revenues, increased by $64.6 in the nine months ended September 25,
1998 as compared with the nine months ended September 26, 1997 to $257.3 from
$192.7. Gross earnings increased by $76.3 in the three months ended September
25, 1998 as compared with the three months ended September 26, 1997 to $87.1
from $10.8.
Selling, general and administrative expenses decreased by 14% in the nine months
ended September 25, 1998 as compared with the same period in 1997, from $207.4
to $179.0. Selling, general and administrative expenses decreased by 2% in the
three months ended September 25, 1998 as compared with the same period in 1997,
from $63.4 to $62.1. The nine-month decrease is primarily due to the sale of
Glitsch International, Inc. in June 1997.
Other income in the nine months ended September 25, 1998 as compared with
September 26, 1997 decreased to $50.5 from $99.6. Other income in the three
months ended September 25, 1998 as compared with September 26, 1997 increased
slightly to $20.4 from $19.8. Approximately $56.4 of the difference for the
nine-month period was due to the gain recorded on the sale of Glitsch
International, Inc.'s assets.
Other deductions in the nine months ended September 25, 1998, of $105.1, were
higher than that reported in the nine months ended September 26, 1997 primarily
due to the $47.0 charge relating to the Robbins Project in the third quarter of
1998. Interest expense increased by approximately $2.9 for the nine months ended
September 25, 1998. Interest expense for the quarter ended September 25, 1998
increased by $2.0 compared to the third quarter of 1997.
During the third quarter of 1998, the valuation allowance was increased by
approximately $60.0, which caused a corresponding increase in the tax provisions
for both the three and nine months ended September 25, 1998. Although
realization is not assured, management believes that it is more likely than not
that all of the deferred tax assets (after consideration of the valuation
allowance) will be realized. The amount of the deferred tax assets considered
realizable, however, could change in the near future if estimates of future
taxable income during the carryforward period are changed.
Net losses for the nine months ended September 25, 1998 were $48.1 or $1.18 per
share-basic compared to a net income of $7.8 for the nine months ended September
26, 1997. Net losses for the three months ended September 25, 1998 were $74.3 or
$1.82 per share-basic compared to a loss of $35.0 for the three months ended
September 26, 1997.
<TABLE>
ENGINEERING AND CONSTRUCTION GROUP
(In Millions of Dollars)
Three Months Ended Nine Months Ended
------------------ -----------------
Sept. 25, 1998 Sept. 26, 1997 Sept. 25, 1998 Sept. 26, 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Backlog $6,212.8 $5,209.7 $6,212.8 $5,209.7
======== ======== ======== ========
New orders $1,069.2 $ 876.0 $3,477.2 $2,643.2
======== ======== ======== ========
Operating Revenues $ 807.4 $ 772.4 $2,337.6 $2,177.2
======== ======== ======== ========
Gross earnings from
operations $ 48.9 $ 13.3 $ 152.8 $ 128.6
======== ======== ======== ========
</TABLE>
The Engineering and Construction Group ("E&C Group"), had a record backlog of
$6,212.8 at September 25, 1998, which represented a 19% increase from September
26, 1997 due primarily to orders awarded to the Continental European and United
States subsidiaries. Approximately 19.2% of the E&C Group's backlog as of
September 25, 1998 was based on awards for projects in Southeast Asia. The
majority of the Southeast Asian backlog represents orders for export oriented
projects from national oil companies or multinational corporations. New orders
booked for the three and nine month periods ended September 25, 1998 increased
by 22% and 32%, respectively, compared with the periods ended September 26,
1997. These increases were primarily the result of the significant orders taken
by the Continental European and United States operating subsidiaries. Operating
revenues for the three month period ended September 25, 1998 increased slightly
compared to the three-month period ended September 26, 1997 and increased by 7%
for the nine-month period in 1998 compared with the same period in 1997. The
United States and United Kingdom subsidiaries were primarily responsible for the
nine-month increases. Gross earnings from operations increased by 268% and 19%
for the three and nine-month periods ended September 25, 1998, respectively,
compared with the corresponding periods ended September 26, 1997. The gross
earnings for the three-month period were higher primarily due to the increase
reported by the United Kingdom ($27.9) and French ($12.3) subsidiaries. The
nine-month gross earnings were higher due to the increase reported by the United
Kingdom subsidiary of $35.9 which was offset by the decrease of $14.2 reported
by the Environmental subsidiary.
<PAGE>
<TABLE>
ENERGY EQUIPMENT GROUP
(In Millions of Dollars)
Three Months Ended Nine Months Ended
------------------ -----------------
Sept. 25, 1998 Sept. 26, 1997 Sept. 25, 1998 Sept. 26, 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Backlog $1,425.8 $1,729.0 $1,425.8 $1,729.0
======== ======== ======== ========
New orders $ 240.1 $ 258.3 $ 582.6 $1,107.2
======== ======== ======== ========
Operating Revenues $ 267.2 $ 250.8 $ 802.5 $ 855.9
======== ======== ======== ========
Gross earnings from
operations $ 34.0 $ 0.0 $ 95.2 $ 58.3
======== ======== ======== ========
</TABLE>
The Energy Equipment Group had a backlog of $1,425.8 at September 25, 1998,
which represented an 18% decrease from September 26, 1997 due primarily to lower
orders awarded during 1998. Approximately 40% of the Energy Equipment Group's
backlog as of September 25, 1998 represents orders from China. These orders are
for large utility size boilers, payments under which are supported by financing
agreements guaranteed by United States, European or Japanese export credit
agencies. New orders booked for the three and nine-month periods ended September
25, 1998 decreased by 7% and 47%, respectively, from corresponding periods in
1997. The sale of Glitsch International, Inc. accounted for approximately $130.0
of the nine-month decrease. Operating revenues for the nine-month period ended
September 25, 1998 decreased primarily due to the sale of Glitsch International,
Inc. Gross earnings from operations increased by $34.0 and $36.9 for the three
and nine-month periods ended September 25, 1998 compared with the periods ended
September 26, 1997. The gross earnings for the nine-month period were higher
primarily due to the $32.0 provision taken for reorganization costs offset by
the effect of selling Glitsch International, Inc. in 1997.
<TABLE>
POWER SYSTEMS GROUP
(In Millions of Dollars)
July, August & September
-----------------------
Three Months Ended Nine Months Ended
------------------ -----------------
Sept. 25, 1998 Sept. 26, 1997 Sept. 25, 1998 Sept. 26, 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Backlog $268.4 $387.8 $268.4 $387.8
====== ====== ====== ======
New orders $ 37.3 $ 34.8 $131.3 $111.7
====== ====== ====== ======
Operating Revenues $ 40.7 $ 32.0 $117.9 $109.4
====== ====== ====== ======
Gross earnings/(loss)
from operations $ 4.0 $ (2.8) $ 7.9 $ 4.0
====== ====== ====== ======
</TABLE>
The Power Systems Group's gross earnings from the operations for the nine-month
period ended September 25, 1998 improved primarily due to higher losses reported
in 1997 for the Robbins Facility. The future earnings of the Power Systems Group
will be impacted by the restatement discussed in Note 1. The future impact of
this restatement is expected to be a reduction in pre-tax earnings as follows:
fourth quarter 1998 by $3.1; 1999 by $5.1; 2000 by $27.1; 2001 by $23.4 and the
balance of $72.3, thereafter. The foregoing estimates are subject to change
based on the operating results of the Robbins Facility.
Financial Condition
The Corporation's consolidated financial condition declined during the nine
months ended September 25, 1998 as compared to December 26, 1997. Stockholders'
equity for the nine months ended September 25, 1998 decreased by $63.6 million,
due to net losses of $48.1 million, and dividends paid.
During the nine months ended September 25, 1998, the Corporation's long-term
investments in land, buildings and equipment were $100.9 million as compared
with $135.8 million for the comparable period in 1997. Approximately $29.6
million was invested by the Power Systems Group in build, own and operate
projects during the first nine months of 1998.
Since December 26, 1997, long-term debt, including current installments, and
bank loans increased by $123.5 million.
In the third quarter 1998, a subsidiary of the Corporation entered into a three
year agreement with a financial institution whereby the subsidiary would sell an
undivided interest of $41.9 million in a designated pool of qualified accounts
receivable. Under the terms of the agreement, new receivables are added to the
pool as collections reduce previously sold accounts receivable. The credit risk
of uncollectible accounts receivable has been transferred to the purchaser. The
Corporation services, administers and collects the receivables on behalf of the
purchaser. Fees payable to the purchaser under this agreement are equivalent to
rates afforded high quality commercial paper issuers plus certain administrative
expenses and are included in other deductions, in the Consolidated Statement of
Earnings. The agreement contains certain covenants and provides for various
events of termination. At September 25, 1998, $41.9 million in receivables were
sold under the agreement and are therefore not reflected in the accounts
receivable - trade balance in the Consolidated Balance Sheet.
In the ordinary course of business, the Corporation and its subsidiaries enter
into contracts providing for assessment of damages for nonperformance or delays
in completion. Suits and claims have been or may be brought against the
Corporation by customers alleging deficiencies in either equipment design or
plant construction. Based on its knowledge of the facts and circumstances
relating to the Corporation's liabilities, if any, and to its insurance
coverage, management of the Corporation believes that the disposition of such
suits will not result in charges against assets or earnings materially in excess
of amounts provided in the accounts.
Liquidity and Capital Resources
Cash and cash equivalents totaled $125.4 million at September 25, 1998, a
decrease of $42.1 million from fiscal year end 1997. Short-term investments
decreased by $29.6 million to $66.1 million. During the nine months of fiscal
1998, the Corporation paid $25.6 million in dividends to stockholders. Cash used
by operating activities amounted to $83.4 million. The Power Systems Group
invested approximately $29.6 million in the construction of a cogeneration
plant.
Over the last several years working capital needs have increased as a result of
the Corporation satisfying its customers' requests for more favorable payment
terms under contracts. Such requests generally include reduced advance payments
and more favorable payment schedules. Such terms, which require the Corporation
to defer receipt of payments from its customers, have had a negative impact on
the Corporation's available working capital. The Corporation intends to satisfy
its continuing working capital needs by borrowing under its Revolving Credit
Agreements, through internal cash generation and third party financings in the
capital markets. The Corporation's pricing of contracts recognizes costs
associated with the use of working capital.
As a result of the Robbins' Project charge, the Corporation was not in
compliance with its financial covenants under its Revolving Credit Agreements.
The Corporation received a waiver of these covenants, until February 15, 1999.
The Corporation expects to receive a commitment from a group of financial
institutions for the entire $400.0 million that may be drawn prior to February
1, 1999, and expects the new facility to be available by December 31, 1998. The
Corporation expects to receive an extension of the waiver from its existing bank
group until the new facility is available. However, as of the date of this
filing, the financing agreement was not completed. Accordingly, $300.0 million
under the Revolving Credit Agreements that had been classified as long-term debt
has been reclassified as short term.
The Corporation estimates payments under the Corporate guarantees for the
Robbins Facility to be $2.5 million in 1999; $24.5 million in 2000; $20.8
million in 2001; and $31.8 million in 2002 and thereafter. These foregoing
estimates are subject to change based on the operating results of the Robbins
Facility.
Management of the Corporation believes that cash and cash equivalents of $125.4
million and short-term investments of $66.1 million at September 25, 1998,
combined with cash flows from operating activities, amounts available under its
Revolving Credit Agreements and access to third-party financings in the capital
markets will be adequate to meet its working capital and liquidity needs for the
foreseeable future. During the second quarter of 1998, the Corporation filed a
Registration Statement on Form S-3 relating to up to $300.0 million of debt,
equity and other securities.
Other Matters
The Corporation and its subsidiaries, along with many other companies, are
codefendants in numerous lawsuits pending in the United States. Plaintiffs claim
damages for personal injury alleged to have arisen from exposure to or use of
asbestos in connection with work performed by the Corporation and its
subsidiaries during the 1970's and prior. As of September 25, 1998, there were
approximately 63,000 claims pending. In 1998, approximately 19,000 new claims
were filed and approximately 21,000 were either settled or dismissed without
payment. The Corporation has agreements with insurance carriers covering
significantly more than a majority of the potential costs relating to these
exposures. The Corporation has recorded, with respect to asbestos litigation, an
asset relating to the probable insurance recoveries and a liability relating to
probable losses. These assets and liabilities were estimated based on historical
data developed in conjunction with outside experts. Management of the
Corporation has carefully considered the financial viability and legal
obligations of its insurance carriers and has concluded that except for those
insurers that have become or may become insolvent, the insurers will continue to
adequately fund claims and defense costs relating to asbestos litigation.
In 1997, the United States Supreme Court effectively invalidated New Jersey's
long-standing municipal solid waste flow rules and regulations. The immediate
effect was to eliminate the guaranteed supply of municipal solid waste to the
Camden Project with its corresponding tipping fee revenue. As a result, tipping
fees have been reduced to market rate in order to provide a steady supply of
fuel to the plant. Those market-based revenues are not expected to be sufficient
to service the debt on outstanding bonds, which were issued to construct the
plant and to acquire a landfill for Camden County's use. The Corporation has
filed suit against certain involved parties, including the State of New Jersey,
seeking among other things, to void the applicable contracts and agreements
governing the Camden Project. Pending final outcome of the litigation and the
results of legislative initiatives in New Jersey to resolve the issues relating
to the debt obligations associated with the Camden Project, management believes
that the plant will continue to operate at full capacity while earning
sufficient revenues to cover its fees as operator of the plant. However, at this
time, management cannot determine the effect of the foregoing on the Camden
Project.
The ultimate legal and financial liability of the Corporation in respect to all
claims, lawsuits and proceedings cannot be estimated with certainty. As
additional information concerning the estimates used by the Corporation becomes
known, the Corporation reassesses its position both with respect to gain
contingencies and accrued liabilities and other potential exposures. Estimates
that are particularly sensitive to future change relate to legal matters, which
are subject to change as events evolve and as additional information becomes
available during the administration and litigation process.
Year 2000
General
- -------
For purposes of this statement the "Year 2000 Problem" is defined to mean the
inability of a computer or other device to perform properly because it does not
interpret date information correctly. It is believed that cases of
misinterpretation might result from computer hardware, firmware or software
using only two digits to identify year information, and therefore not being able
to distinguish the year 1900 from the year 2000. However, other date-related
misinter-pretations may also occur, including one, which could occur when the
date February 29, 2000 is processed. Also for purposes of this statement "Year
2000 Compliant" means that the performance or functionality of a device
(including software) is not affected by dates prior to, during or after the Year
2000.
State of Readiness/Business Continuation Plan
- ---------------------------------------------
The Corporation and its subsidiaries initiated Year 2000 activities in 1996. In
1997 a formal Year 2000 Problem management strategy was prepared. At that time
the Corporation formed a company-wide committee (the "Y2K Committee") to develop
a Business Continuation Plan focused on the Year 2000 Problem. Each of the
Corporation's subsidiaries formed similar committees and coordinated their
efforts through Chairmen selected for each Committee. Each subsidiary committee
also prepared a Business Continuation Plan. Each Committee Chairman reports on a
quarterly basis to the Corporation's Y2K Committee Chairman, who then reports to
the Corporation's Executive Committee.
In 1997, the Y2K Committee prepared a plan to safeguard against interruption of
the Corporation's (and its subsidiaries') business activities as a result of
Year 2000 Problems. The plan included an Assessment Step, a Testing Step, a
Remediation Step and a Confirmation Step. Since 1996 the Corporation and/or its
subsidiaries have been investigating the IT and non-IT equipment, software and
services they will use to identify, evaluate, modify and/or replace goods or
services which are not Year 2000 Compliant.
The Corporation and its subsidiaries have all completed the Assessment Step and
many subsidiaries are substantially advanced in the Testing and Remediation
Steps. Some subsidiaries, such as Foster Wheeler Power Systems, Inc., and its
subsidiaries, must wait for scheduled outage periods in order to complete
Testing and/or Remediation activities, but all are expected to do so by
mid-1999. All subsidiaries have reported that they have completed at least fifty
percent (50%) of their Testing Step activities. The primary computerized
reporting and control system used by the Corporation and most of its
subsidiaries, which was provided by J.D. Edwards, has been confirmed to be Year
2000 Compliant.
Liability Exposure Management
- -----------------------------
In 1997 the Corporation formed a group to develop a strategy for managing
liability exposures which could result from the Year 2000 Problem (the Y2K
Liaison Group). Since then the Y2K Liaison Group has developed guidelines for
the Corporation's subsidiaries that address future, current and completed
contract activities, and has also conducted global conferences for the
Corporation's subsidiaries to discuss how those guidelines should be
implemented. The Corporation's Executive Committee adopted the Group's
guidelines as business policies in 1998.
Over the past twenty years, the Corporation has owned the stock of various
companies which are no longer operating or whose stock or assets were sold to
others. When it sold the stock or assets of such companies the Corporation
transferred the company's records to the purchaser. The Corporation continues to
evaluate the specific steps it intends to take in regard to equipment and
software that was created and sold by those companies during the time that the
Corporation owned them. In a given case the Corporation might be unable to find
records that would allow it to identify the nature of the equipment and software
or the identities of the owners of the equipment and software.
Third Party Review
- ------------------
In 1998 the Corporation engaged a third party to conduct a review of certain
aspects of the Corporation's and its subsidiaries' Business Continuation Plans.
This review should be completed before the end of November 1998. The Corporation
also engaged several law firms to prepare reports regarding liabilities which
the Corporation and its subsidiaries may face, and recommendations for liability
exposure management. This work was completed in August 1998. The Corporation
plans to have outside counsel conduct a legal audit of contract activities in
early 1999.
Coordination with Outside Parties
- ---------------------------------
The Corporation and its subsidiaries coordinate with insurers, clients, vendors,
contractors and trade organizations to keep abreast of Year 2000 matters. The
Corporation also has participated and plans to participate in conferences,
seminars and other gatherings to improve its Year 2000 readiness condition as
the Year 2000 approaches.
Costs
- -----
The total cost associated with required modifications to become Year 2000
Compliant is not expected to be material to the Corporation's financial
position. The estimated total cost of the Year 2000 Project is approximately
$10.0 million. Items of a capital nature will be capitalized while all other
costs will be expensed as incurred. This estimate does not include a share of
Year 2000 costs that may be incurred by partnerships and joint ventures in which
the Corporation or its subsidiaries participate. The total amount expended on
the Business Continuation Plan through September 25, 1998 was $4.0 million, of
which approximately $2.0 million related to the cost to repair or replace
software and related hardware problems, and approximately $.5 million related to
the cost of identifying and communicating with vendors and/or contractors. The
estimated future cost of completing implementation of the Business Continuation
Plan is estimated to be approximately $6.0 million. All Year 2000 expenses will
be funded from operations.
Contingency Plans
- -----------------
Although the Corporation and its subsidiaries expect to be ready to continue
their business activities without interruption by a Year 2000 Problem, they
recognize that they depend on outsiders (such as suppliers, contractors and
utility companies) to provide various goods and services necessary for doing
business. The Corporation is now developing a contingency plan for itself, and
has required each of its subsidiaries to do likewise. Each plan will address
alternative arrangements to cope with Year 2000 Problems caused by others, and
back-up strategies to follow if a subsidiary's software or equipment does not
perform properly, even though it appears now to be Year 2000 Compliant.
Contingency Plans are expected to be finalized by mid 1999.
Risks
- -----
The failure to correct a Year 2000 Problem could result in an interruption in,
or a failure of, certain normal business activities or operations. Such failures
are not expected to materially adversely affect the Corporation's results of
operations and financial condition. However, due to the general uncertainty
inherent in the Year 2000 Problem, resulting in part from the uncertainty about
the Year 2000 readiness of vendors, contractors and customers, the Corporation
is unable to determine at this time whether the consequences of Year 2000
Problems will have a material impact on the Corporation's results of operations
or financial condition. The completion of the Business Continuation Plan is
expected to significantly reduce the Corporation's level of uncertainty about
the Year 2000 Problem and, in particular, about Year 2000 Compliance and
readiness of vendors, contractors and customers. The Corporation believes that
the implementation of new business systems and the complete implementation of
the Business Continuation Plan should reduce the possibility of significant
interruptions of normal operation.
It is not possible to describe a "most reasonably likely worst case Year 2000
scenario" without making a variety of assumptions. Our Business Continuation
Plan assumes that parties which provide us goods or services necessary for our
operations will continue to do so, or that the Contingency features of our Plan
will respond to address our needs. Based upon those assumptions we believe that
a most likely worst case Year 2000 scenario may make it necessary to replace
some suppliers or contractors, rearrange some work plans or even interrupt some
field activities. We do not believe that such circumstances will materially
adversely affect our financial condition or results of operations, even if it is
necessary to incur costs to do so.
Readers are cautioned that forward-looking statements contained in the Year 2000
Statement should be read in conjunction with the Corporation's risk disclosures
under the heading: "Safe Harbor Statement."
Conversion to the Euro
On January 1, 1999, several of our European affiliates will be converting over
to a common currency - the Euro. At this time, the Corporation does not
anticipate any material negative impact related to the conversion to the Euro.
Safe Harbor Statement
This Management's Discussion and Analysis of Financial Condition and Results of
Operations and other sections of the Report Form 10-Q contain forward-looking
statements that are based on management's assumptions, expectations and
projections about the various industries within which the Corporation operates.
Such forward-looking statements by their nature involve a degree of risk and
uncertainty. The Corporation cautions that a variety of factors, including but
not limited to the following, could cause business conditions and results to
differ materially from what is contained in forward-looking statements: changes
in the rate of economic growth in the United States and other major
international economies, changes in investment by the energy, power and
environmental industries, changes in regulatory environment, changes in project
schedules, changes in trade, monetary and fiscal policies worldwide, currency
fluctuations, outcomes of pending and future litigation, protection and validity
of patents and other intellectual property rights and increasing competition by
foreign and domestic companies.
The Corporation's management continues to evaluate the Corporation's condition
of readiness relating to the Year 2000 Problem and the costs and risks arising
from the Year 2000 Problem, and is designing and developing the Corporation's
contingency plan, based on its best estimates of certain factors, which
estimates were derived by relying on numerous assumptions about future events.
However, there can be no guarantee that these assumptions or estimates have been
correctly made, or that there will not be a delay in, or increased costs
associated with, the implementation of the Company's Business Continuation Plan.
A delay in the implementation of the Business Continuation Plans of the Company
or of the Company's subsidiaries could also affect the Company's readiness for
the Year 2000. Specific factors that might cause actual outcome to differ from
the projected outcome include, without limitation, the continued availability
and cost of consulting services and of personnel trained in the computer
programming necessary for remediation of the Year 2000 issue, the ability to
locate and correct all relevant computer code, timely responses by third parties
and suppliers, the ability to implement interfaces between the new systems and
the systems not being replaced.
<PAGE>
PART II OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
Under the federal Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA") and similar state laws, the current owner or operator
of real property and the past owners or operators of real property (if disposal
took place during such past ownership or operation) may be jointly and severally
liable for the costs of removal or Remediation of toxic or hazardous substances
on or under their property, regardless of whether such materials were released
in violation of law or whether the owner or operator knew of, or was responsible
for, the presence of such substances. Moreover, under CERCLA and similar state
laws, persons who arrange for the disposal or treatment of hazardous or toxic
substances may also be jointly and severally liable for the costs of the removal
or remediation of such substances at a disposal or treatment site, whether or
not such site was owned or operated by such person ("off-site facility").
Liability at such off-site facilities is typically allocated among all of the
viable responsible parties based on such factors as the relative amount of waste
contributed to a site, toxicity of such waste, relationship of the waste
contributed by a party to the remedy chosen for the site, and other factors.
The Corporation currently owns and operates industrial facilities and has also
transferred its interests in industrial facilities that it formerly owned or
operated. It is likely that as a result of its current or former operations,
such facilities have been impacted by hazardous substances. The Corporation is
not aware of any conditions at its currently owned facilities in the United
States that it expects will cause the Corporation to incur significant costs.
The Corporation is aware of potential environmental liabilities at facilities
that it recently acquired in Europe, but the Corporation has the benefit of an
indemnity from the Seller with respect to any required remediation or other
environmental violations that it believes will address the costs of any such
remediation or other required environmental measures. The Corporation also may
receive claims, pursuant to indemnity obligations from owners of recently sold
facilities that may require the Corporation to incur costs for investigation
and/or remediation. Based on the available information, the Corporation does not
believe that such costs will be material. No assurance can be provided that the
Corporation will not discover environmental conditions at its currently owned or
operated properties, or that additional claims will be made with respect to
formerly owned properties, that would require the Corporation to incur material
expenditures to investigate and/or remediate such conditions.
The Corporation had been notified that it was a potentially responsible party
("PRP") under CERCLA or similar state laws at three off-site facilities,
excluding sites as to which the Corporation has resolved its liability. At each
of these sites, the Corporation's liability should be substantially less than
the total site remediation costs because the percentage of waste attributable to
the Corporation compared to that attributable to all other PRPs is low. The
Corporation does not believe that its share of cleanup obligations at any of the
three off-site facilities as to which it has received a notice of potential
liability will individually exceed $1.0 million.
The Corporation received an Administrative Order and Notice of Civil
Administrative Penalty Assessment (the "Administrative Order") dated April 1,
1997 alleging state air act violations at the Camden Project in New Jersey. The
Administrative Order seeks a penalty of $32,000 and revocation of the
Certificate to Operate. The Corporation requested an administrative hearing to
challenge the Administrative Order, which request automatically stayed any
permit revocation. The Corporation expects an additional penalty demand to
increase to more than $100,000 as a result of other violations which the
Corporation expects the state to allege. The Corporation believes that it will
be able to address all issues of concern to the state and that the resulting
civil penalty will not be material to the Corporation.
The Corporation received a Complaint for Injunction and Civil Penalties from the
State of Illinois date April 28, 1998 alleging primarily state air act
violations at the Robbins Project (People of the State of Illinois v. Foster
Wheeler Robbins, Inc., filed in the Circuit Court of Cook County, Illinois,
County Department, Chancery Division). Although the complaint seeks substantial
civil penalties for numerous violations of up to $50,000 for each violation,
with an additional penalty of $10,000 for each day of each violation, the
maximum allowed under the statute, and an injunction against continuing
violations, the Corporation has submitted a plan to the state designed to
correct all violations and expects that the resulting penalty will not be
material to the Corporation.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
Exhibit
Number Exhibit
------- -------
12-1 Statement of Computation of Consolidated
Ratio of Earnings to Fixed Charges and
Combined Fixed Charges and Preferred
Share Dividend Requirements
27 Financial Data Schedule (For the
informational purposes of the Securities
and Exchange Commission only.)
(b) Reports on Form 8-K
The Corporation filed a current report on Form 8-K dated
August 27, 1998 which described the changes in charge
relating to the Robbins Project.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FOSTER WHEELER CORPORATION
--------------------------
(Registrant)
Date: December 17, 1998 /s/ George S. White
--------------------------
George S. White
Vice President and Controller
<PAGE>
Exhibit 12-1
<TABLE>
Foster Wheeler Corporation
Statement of Computation of Consolidated Ratio of Earnings to Fixed Charges and
Combined Fixed Charges and Preferred Share Dividend Requirements
($000's)
Unaudited
Fiscal Year
9 months ----------------------------------------------------------------------
1998(a) 1997(a) 1996 1995 1994 1993
------- ------- ---- ---- ---- ----
Earnings:
- ---------
<S> <C> <C> <C> <C> <C> <C>
Net (Loss)/Earnings $(48,121) $ 5,624 $ 82,240 $ 28,534 $ 65,410 $ 57,704
Taxes on Income 71,817 13,892 44,626 41,129 41,457 39,114
Total Fixed Charges 67,974 84,541 74,002 60,920 45,412 43,371
Capitalized Interest (8,755) (10,379) (6,362) (1,634) (467) (213)
Capitalized Interest Amortized 1,638 2,184 2,528 2,273 2,189 2,180
Equity Earnings of non-consolidated
associated companies accounted for
by the equity method, net of
Dividends (4,289) (9,796) (1,474) (1,578) (623) (883)
$ 80,264 $ 86,066 $ 195,560 $129,644 $153,378 $141,273
Fixed Charges:
Interest Expense $ 44,829 $ 54,675 $ 54,940 $ 49,011 $ 34,978 $ 33,558
Capitalized Interest 8,755 10,379 6,362 1,634 467 213
Imputed Interest on non-capitalized
lease payments 14,390 19,487 12,700 10,275 9,967 9,600
$ 67,974 $ 84,541 $ 74,002 $ 60,920 $ 45,412 $ 43,371
Ratio of Earnings to Fixed Charges 1.18 1.02 2.64 2.13 3.38 3.26
</TABLE>
*There were no preferred shares outstanding during any of the periods indicated
and therefore the consolidated ratio of earnings to fixed charges and combined
fixed charges and preferred share dividend requirements would have been the same
as the consolidated ratio of earnings to fixed charges and combined fixed
charges for each period indicated.
(a) Restated from amounts previously reported. See Note 1 to financial
statements.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary of financial information extracted from the
condensed consolidated balance sheet and statement of earnings for the year
ended December 26, 1997 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-25-1998
<PERIOD-START> DEC-27-1997
<PERIOD-END> SEP-25-1998
<CASH> 125,360
<SECURITIES> 66,083
<RECEIVABLES> 813,159
<ALLOWANCES> 0
<INVENTORY> 478,246
<CURRENT-ASSETS> 1,576,550
<PP&E> 1,202,222
<DEPRECIATION> 338,405
<TOTAL-ASSETS> 3,409,283
<CURRENT-LIABILITIES> 1,734,172
<BONDS> 634,014
0
0
<COMMON> 40,748
<OTHER-SE> 531,181
<TOTAL-LIABILITY-AND-EQUITY> 3,409,283
<SALES> 3,142,935
<TOTAL-REVENUES> 3,193,427
<CGS> 3,064,592
<TOTAL-COSTS> 3,064,592
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 44,829
<INCOME-PRETAX> 23,696
<INCOME-TAX> 71,817
<INCOME-CONTINUING> (48,121)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (48,121)
<EPS-PRIMARY> (1.18)
<EPS-DILUTED> (1.18)
</TABLE>
