UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
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, NJ 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: 40,738,243 shares of the
Corporation's common stock ($1.00 par value) were outstanding as of June 30,
2000.
<PAGE>
FOSTER WHEELER CORPORATION
INDEX
Part I Financial Information:
Item 1 - Financial Statements:
Condensed Consolidated Balance Sheet at June 30, 2000 and
December 31, 1999
Condensed Consolidated Statement of Earnings and
Comprehensive Income for Three and Six Months Ended
June 30, 2000 and June 25, 1999
Condensed Consolidated Statement of Cash Flows
Six Months Ended June 30, 2000 and June 25, 1999
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
1
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
FOSTER WHEELER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(In Thousands of Dollars)
June 30, 2000 December 31,
(UNAUDITED) 1999
------------- --------------
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents .............................. $ 125,450 $ 170,268
Short-term investments ................................. 2,167 17,053
Accounts and notes receivable .......................... 901,971 918,898
Contracts in process and inventories ................... 415,398 420,033
Prepaid, deferred and refundable income taxes .......... 57,073 61,531
Prepaid expenses ....................................... 29,570 27,313
----------- -----------
Total current assets .............................. 1,531,629 1,615,096
----------- -----------
Land, buildings and equipment .......................... 1,004,893 1,006,016
Less accumulated depreciation .......................... 364,126 357,817
----------- -----------
Net book value .................................... 640,767 648,199
----------- -----------
Notes and accounts receivable - long-term .............. 88,559 95,526
Investments and advances ............................... 119,590 108,655
Intangible assets, net ................................. 294,014 301,494
Prepaid pension cost and benefits ...................... 195,760 199,955
Other, including insurance recoveries .................. 382,790 404,313
Deferred income taxes .................................. 64,101 64,871
----------- -----------
TOTAL ASSETS ................................ $ 3,317,210 $ 3,438,109
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current installments on long-term debt ................. $ 19,953 $ 19,668
Bank loans ............................................. 127,639 63,378
Accounts payable and accrued expenses .................. 632,462 681,596
Estimated costs to complete long-term contracts ........ 513,933 610,023
Advance payments by customers .......................... 56,432 42,801
Income taxes ........................................... 31,420 54,086
----------- -----------
Total current liabilities ......................... 1,381,839 1,471,552
Corporate and other debt less current installments ..... 354,450 372,847
Special-purpose project debt less current installments . 334,085 329,907
Deferred income taxes .................................. 13,932 12,874
Postretirement and other employee benefits other than
pensions .......................................... 159,062 163,536
Other long-term liabilities and minority interest ...... 413,429 424,815
Subordinated Robbins Facility exit funding obligations . 111,715 111,715
Mandatorily Redeemable Preferred Securities of
Subsidiary Trust Holding Solely Junior Subordinated
Deferrable Interest Debentures .................... 175,000 175,000
----------- -----------
TOTAL LIABILITIES ........................... 2,943,512 3,062,246
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock ........................................... 40,748 40,748
Paid-in capital ........................................ 200,963 201,043
Retained earnings ...................................... 223,662 211,529
Accumulated other comprehensive loss ................... (91,582) (77,219)
----------- -----------
373,791 376,101
Less cost of treasury stock ............................ 93 238
----------- -----------
TOTAL STOCKHOLDERS' EQUITY .................. 373,698 375,863
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY ................... $ 3,317,210 $ 3,438,109
=========== ===========
See notes to condensed consolidated financial statements.
</TABLE>
2
<PAGE>
FOSTER WHEELER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS AND COMPREHENSIVE INCOME
(In Thousands of Dollars, Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JUNE 30, 2000 JUNE 25, 1999 JUNE 30, 2000 JUNE 25, 1999
------------- ------------- ------------- -------------
Revenues:
<S> <C> <C> <C> <C>
Operating revenues ........... $ 1,004,979 $ 854,958 $ 1,827,015 $ 1,853,728
Other income ................. 17,764 18,805 32,024 38,013
------------ ------------ ------------ ------------
Total revenues ............... 1,022,743 873,763 1,859,039 1,891,741
------------ ------------ ------------ ------------
Costs and expenses:
Cost of operating revenues ... 923,123 788,295 1,664,681 1,701,524
Selling, general and adminis-
trative expenses ......... 54,940 59,043 109,041 114,255
Other deductions/minority
interest ..................... 28,180 11,455 51,191 36,177
Dividend on preferred security
of subsidiary trust .......... 3,938 4,025 7,875 7,306
------------ ------------ ------------ ------------
Total costs and expenses ..... 1,010,181 862,818 1,832,788 1,859,262
------------ ------------ ------------ ------------
Earnings before income taxes ..... 12,562 10,945 26,251 32,479
Provisions for income taxes ...... 3,915 5,560 9,232 11,691
------------ ------------ ------------ ------------
Net earnings ..................... 8,647 5,385 17,019 20,788
Other comprehensive loss:
Foreign currency translation
adjustment ............... (2,248) (12,712) (14,363) (27,575)
------------ ------------ ------------ ------------
Comprehensive income/(loss) ...... $ 6,399 $ (7,327) $ 2,656 $ (6,787)
============ ============ ============ ============
Earnings per share:
Basic: ....................... $ .21 $ .13 $ .42 $ .51
============ ============ ============ ============
Diluted: ..................... $ .21 $ .13 $ .42 $ .51
============ ============ ============ ============
Shares outstanding:
Basic: ....................... 40,795,170 40,732,135 40,785,702 40,730,985
Diluted: ..................... 13,198 10,621 5,312 116
------------ ------------ ------------ ------------
Total diluted ................ 40,808,368 40,742,756 40,791,014 40,731,101
============ ============ ============ ============
Cash dividends paid per
Common share ................. $ .06 $ .21 $ .12 $ .42
============ ============ ============ ============
See notes to condensed consolidated financial statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
FOSTER WHEELER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
SIX MONTHS ENDED
-----------------
JUNE 30, 2000 JUNE 25, 1999
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net earnings ................................................ $ 17,019 $ 20,788
Adjustment to reconcile net earnings to cash flows from
operating activities:
Depreciation and amortization ............................... 29,659 30,213
Deferred tax ................................................ 2,443 (2,771)
Equity earnings, net of dividends ........................... (3,534) (7,282)
Other ....................................................... (4,469) (6,675)
Changes in assets and liabilities:
Receivables ................................................. (13,597) (41,016)
Contracts in process and inventories ........................ (14,614) 7,873
Accounts payable and accrued expenses ....................... (35,697) (34,726)
Estimated costs to complete long-term contracts ............. (64,832) (5,758)
Advance payments by customers ............................... 15,047 (2,527)
Income taxes ................................................ (17,890) (11,913)
Other assets and liabilities ................................ 18,868 3,175
--------- ---------
NET CASH USED BY OPERATING ACTIVITIES ....................... (71,597) (50,619)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ........................................ (29,688) (59,730)
Proceeds from sale of properties ............................ 4,518 2,082
(Increase)/decrease in investments and advances ............. (2,828) 16,246
Decrease in short-term investments .......................... 14,886 26,884
Partnership distributions ................................... (2,599) (4,385)
--------- ---------
NET CASH USED BY INVESTING ACTIVITIES ....................... (15,711) (18,903)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividend to stockholders .................................... (4,886) (17,096)
Repurchase of common stock .................................. (83) (860)
Mandatorily Redeemable Preferred Securities of Subsidiary
Trust Holdings Solely Junior Subordinated Deferrable
Interest Debentures ..................................... -- 169,178
Increase in short-term debt ................................. 67,058 74,201
Proceeds from long-term debt ................................ 8,474 24,470
Repayment of long-term debt ................................. (22,266) (174,348)
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES ................... 48,297 75,545
--------- ---------
Effect of exchange rate changes on cash and cash equivalents (5,807) (14,556)
--------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS ....................... (44,818) (8,533)
Cash and cash equivalents at beginning of year .............. 170,268 180,068
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .................. $ 125,450 $ 171,535
========= =========
Cash paid during period:
Interest (net of amount capitalized) ........................ $ 31,603 $ 29,945
Income taxes ................................................ $ 23,692 $ 9,541
See notes to condensed consolidated financial statements.
</TABLE>
4
<PAGE>
FOSTER WHEELER CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
1. The condensed consolidated balance sheet as of June 30, 2000, and the
related condensed consolidated statements of earnings and
comprehensive income and cash flows for the three and six month
period ended June 30, 2000 and June 25, 1999 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
the requirements of 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 31, 1999 filed with the Securities
and Exchange Commission on March 1, 2000. The Condensed Consolidated
Balance Sheet as of December 31, 1999 has been derived from the
audited Consolidated Balance Sheet included in the 1999 Annual Report
on Form 10-K. A summary of Foster Wheeler Corporation's significant
accounting policies is presented on pages 29, 30, and 31 of its 1999
Annual Report on Form 10-K. Users of financial information produced
for interim periods are encouraged to refer to the footnotes
contained in the 1999 Annual Report on Form 10-K when reviewing
interim financial results. There has been no material change in the
accounting policies followed by Foster Wheeler Corporation
(hereinafter referred to as "Foster Wheeler" or the "Corporation")
during the first six months of 2000.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to 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 revenues and expenses during
the period reported. Actual results could differ from those
estimates. Significant estimates are used when accounting for
long-term contracts including customer and vendor claims,
depreciation, employee benefit plans, taxes, and contingencies, among
others.
2. 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 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
1970s and prior. As of June 30, 2000, there were approximately 90,500
claims pending. During 2000, approximately 24,900 new claims have
been filed and approximately 8,000 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 an
asset relating to 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.
5
<PAGE>
On November 30, 1999, the United States District Court for the
Northern District of Texas handed down a final judgment in the case
of KOCH ENGINEERING COMPANY, INC. ET AL VS. GLITSCH, INC., ET AL.
Glitsch, Inc. (now known as Tray, Inc.) is an indirect subsidiary of
the Corporation. This lawsuit, which claimed damages for patent
infringement and trade secret misappropriations, has been pending for
over 16 years. The judgment awarded compensatory damages of $20.8
million plus prejudgment interest in an amount yet to be calculated
by the Court, and punitive damages equal to 50% of compensatory
damages. Tray, Inc. has been advised by its counsel that the Court's
decision contains numerous legal and factual errors subject to
reversal by an appeal. Various motions for relief from the judgment
are pending before the trial court.
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. These
outstanding bonds are the debt of the Pollution Control Financing
Authority of Camden County, a public authority, not debt of the
Corporation. The Corporation's project subsidiary 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 outcome of the
litigation and the results of initiatives by the State of New Jersey
to resolve the crisis, management believes that the plant will
continue to operate at full capacity while receiving market rates for
waste disposal. At this time, management cannot determine the
ultimate outcome or its effect on the Camden Project.
In 1996, the Corporation completed the construction of a recycling
and waste-to-energy project located in the Village of Robbins,
Illinois (the "Robbins Facility"). By virtue of the Robbins Facility
qualifying under the Illinois Retail Rate Law as a qualified solid
waste-to-energy facility, it was to receive electricity revenues
projected 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 utility gross receipts and invested
capital. The State of Illinois (the "State") was to be reimbursed by
the Robbins Facility for the tax credit beginning after the 20th year
following the initial sale of electricity to the utility. The State
repealed the Retail Rate Law insofar as it applied to the Robbins
Facility. In October 1999, the Corporation reached an agreement (the
"Robbins Agreement") with the bondholders. Pursuant to the Robbins
Agreement, the Corporation has agreed to continue to contest this
repeal through the litigation. Pursuant to the Robbins Agreement, the
Corporation has also agreed that any proceeds of this litigation will
be allocated in the following order of priority: (1) to redeem all of
the outstanding 1999D Bonds, (2) to reimburse the Corporation for any
amounts paid by it in respect of the 1999D Bonds (together with
interest on the foregoing amounts at a rate of 10.6% per annum) and
(3) to reimburse the Corporation for any costs incurred by it in
connection with prosecuting the Retail Rate litigation (together with
interest on the foregoing amounts at a rate of 10.6% per annum).
Then, to the extent there are further proceeds, an amount equal to
the amount distributed pursuant to the preceding clause (2) shall
fund payments in respect of the Non-Recourse Robbins Bonds.
Thereafter, 80% of any further proceeds shall fund payments on the
Non-Recourse Robbins Bonds until an amount sufficient to repay such
Bonds in full has been paid over, with the remaining 20% being paid
over to the Corporation. After the foregoing payments shall have been
made, any remaining proceeds shall be paid over to the Corporation.
On August 8, 2000, the Corporation initiated the final phase of its
exit from the Robbins facility. Pursuant to the Robbins Agreement,
the Corporation agreed to operate the Robbins facility for the
benefit of the bondholders for no more than 2 years or earlier if a
buyer could be found for the plant, subject to being reimbursed for
all costs of operation. Such reimbursement has not occurred and,
therefore, under the Robbins Agreement, the Corporation is commencing
the final phase of its exit from the project. The Corporation has
been administering the project companies through a Delaware business
trust, which owns the project on behalf of the bondholders. The
Corporation has asked the Delaware bankruptcy court, which retained
jurisdiction pursuant to the plan of reorganization for the project,
to appoint a new administrator for two of these entities; the
Corporation will continue to administer the third entity through
completion of its exit from the project.
6
<PAGE>
3. The Corporation has entered into two revolving credit agreements (the
"Revolving Credit Agreements"). On February 12, 1999, the Corporation
entered into a revolving credit agreement (the "Long Term Revolving
Credit Agreement") in the amount of $270 million with a term of four
years. The Long Term Revolving Credit Agreement bears interest at a
floating rate. On December 1, 1999 the Long Term Revolving Credit
Agreement was amended and restated. On May 31, 2000, the Corporation
entered into a revolving credit agreement (the "Short Term Revolving
Credit Agreement") in the amount of $76.25 million with a term of 364
days. The Short Term Revolving Credit Agreement bears interest at a
floating rate. Loans under the Revolving Credit Agreements were used
to repay loans under previous revolving credit agreements and for
general corporate purposes. At June 30, 2000, $173 million was
borrowed under the Revolving Credit Agreements. The Corporation pays
various fees to the lenders under these agreements.
The Revolving Credit Agreements require, among other things, that the
Corporation maintain a maximum consolidated leverage ratio and a
minimum consolidated fixed charge coverage ratio. The Corporation was
in compliance with covenants under the Revolving Credit Agreements as
of June 30, 2000.
On January 13, 1999, FW Preferred Capital Trust I, a Delaware
business trust owned by the Corporation, issued $175,000 in Trust
Preferred Securities. These Trust Preferred Securities are entitled
to receive cumulative cash distributions at an annual rate of 9.0%.
Distributions are paid quarterly in arrears on April 15, July 15,
October 15 and January 15 of each year. Such distributions may be
deferred for periods up to five years. The maturity date is January
15, 2029. Foster Wheeler can redeem these Trust Preferred Securities
on or after January 15, 2004.
4. In connection with the Robbins agreements described in Note 2 above,
Foster Wheeler agreed to fund, on a subordinated basis, the
following:
(a) 1999C Bonds 7 1/4% interest, installments due October 15,
2000 to 2009 ($17,845) and October 15, 2023 and 2024
($77,155) $ 95,000
(b) 1999D Bonds accrued at 7% due October 15, 2009 18,000
---------
Total $113,000
========
1999C BONDS. The 1999C Bonds are subject to mandatory sinking fund.
5. A total of 4,331,801 shares of common stock were reserved for
issuance under the stock option plans; of this total, 1,292,180 were
not under option.
6. Basic per share data has been computed based on the weighted average
number of shares of common stock outstanding. Diluted per share data
has been computed based on the basic plus the dilution of stock
options. In 1999, the Corporation adopted The Directors Deferred
Compensation and Stock Award Plan (the "Plan"). Under the Plan, each
non-employee director is credited annually with share units of the
Corporation's common stock. In addition, each non-employee director
may elect to defer receipt of compensation for services rendered as a
director, which deferred amount is credited to his or her account in
the form of share units. The Corporation makes a supplemental
contribution equal to 15% of the deferred amount. As of June 30,
2000, 61,732 share units were credited in participants' accounts and
are included in the calculation of basic earnings per share.
7
<PAGE>
7. Interest income and cost for the following periods are:
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JUNE 30, JUNE 25, JUNE 30, JUNE 25,
2000 1999 2000 1999
-------- -------- -------- --------
Interest Income $ 3,025 $ 2,093 $ 5,775 $ 5,391
======== ======== ======== ========
Interest Cost $ 21,018 $ 18,293 $ 41,904 $ 36,846
======== ======== ======== ========
Included in the interest cost is interest capitalized on
self-constructed assets, for the three and six months ended June 30,
2000 of $1,508 and $2,983, respectively, compared to the $1,439 and
$2,061 for the same periods in 1999. Included in interest cost is
dividends on Trust Preferred Securities which for the three and six
months ended June 30, 2000 amounted to $3,937 and $7,875, compared to
$4,025 and $7,306 for the comparable period in 1999, respectively.
8. The Financial Accounting Standards Board released in June 1998,
Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities", and
in June, 2000 SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities, an Amendment of FASB
Statement No. 133." These Statements address 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 these
new Statements. The effective date of SFAS No. 133 has been deferred
by the issuance of SFAS No. 137 until the fiscal year beginning after
June 15, 2000.
The Securities and Exchange Commission released Staff Accounting
Bulletin (SAB) No.101 Revenue Recognition in Financial Statements, on
December 3, 1999. The effective date of SAB No.101 was deferred by
SAB No. 101A until the fourth quarter of 2000. These statements
relate to the timing of revenue recognition and are not expected to
have an impact on recording of revenue by the Corporation.
The Financial Accounting Standards Board released in March 2000, FASB
interpretation No. 44, "Accounting for Certain Transactions Involving
Stock Compensation, and Interpretation of APB Opinion No. 25". This
interpretation relates to the application and diversity in practice
of accounting for stock issued to employees. The Corporation does not
anticipate an impact from the application of this interpretation.
9. 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 in a designated pool of
qualified accounts receivable. The agreement contains certain
covenants and provides for various events of termination. At June 30,
2000, $50,000 in receivables were sold under the agreement and are
therefore not reflected in the accounts receivable - trade balance in
the Condensed Consolidated Balance Sheet.
8
<PAGE>
10. Changes in equity for the six months ended June 30, 2000 were as
follows:
<TABLE>
<CAPTION>
ACCUMULATED
OTHER TOTAL
COMMON STOCK PAID-IN RETAINED COMPREHENSIVE TREASURY STOCK STOCKHOLDER
SHARES AMOUNT CAPITAL EARNINGS LOSS SHARES AMOUNT EQUITY
------ ------ ------- -------- ---- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1999 40,747,668 $ 40,748 $ 201,043 $ 211,529 $(77,219) (16,781) $ (238) $ 375,863
Net earnings 17,019 17,019
Dividends paid - common (4,886) (4,886)
Purchase of treasury stock (13,200) (83) (83)
Foreign currency translation
Adjustment (14,363) (14,363)
Shares issued under incentive
Plan and other plans (80) 20,556 228 148
----------- --------- --------- --------- -------- ------- ------ ---------
Balance June 30, 2000 40,747,668 $ 40,748 $ 200,963 $ 223,662 $(91,582) (9,425) $ (93) $ 373,698
=========== =========== ========= ========= ======== ======= ====== =========
</TABLE>
9
<PAGE>
11. Major Business Groups
<TABLE>
<CAPTION>
FOR SIX MONTHS
-------------- ENGINEERING CORPORATE AND
AND ENERGY FINANCIAL
ENDED TOTAL CONSTRUCTION EQUIPMENT(3)(4) SERVICES(1)
----- ----- ------------ --------------- -----------
JUNE 30, 2000
-------------
<S> <C> <C> <C> <C>
Revenues $1,859,039 $1,409,031 $ 483,540 $ (33,532)
Interest expense (2) 38,921 3,341 16,768 18,812
Earnings/(loss) before income taxes 26,251 45,466 18,598 (37,813)
Income taxes/(benefit) 9,232 15,270 7,272 (13,310)
---------- ---------- ---------- ----------
Net earnings/(loss) $ 17,019 $ 30,196 $ 11,326 $ (24,503)
========== ========== ========== ==========
ENDED
-----
JUNE 25, 1999
-------------
Revenues $1,891,741 $1,457,623 $ 463,722 $ (29,604)
Interest expense (2) 34,785 2,794 20,312 11,679
Earnings/((loss) before income taxes 32,479 53,771 4,847 (26,139)
Income taxes/(benefit) 11,691 19,315 1,551 (9,175)
---------- ---------- ---------- ----------
Net earnings/(loss) $ 20,788 $ 34,456 $ 3,296 $ (16,964)
========== ========== ========== ==========
<FN>
(1) Includes intersegment eliminations.
(2) Includes dividend on Trust Preferred Securities.
(3) Includes losses recorded for the Robbins Facility in 1999 of $17,485
pre-tax ($11,366 after tax).
(4) Commencing in 2000, the Power Systems Group has been combined with the
Energy Equipment Group. The 1999 results have been reclassified to conform
to the 2000 presentation.
</FN>
</TABLE>
10
<PAGE>
12. Consolidating Financial Information
The following represents summarized consolidating financial
information as of June 30, 2000 and December 31, 1999, with respect
to the financial position, and for the six months ended June 30,
2000, and June 25, 1999, for results of operations and cash flows of
the Corporation and its wholly-owned and majority-owned subsidiaries.
In February 1999, Foster Wheeler USA Corporation, Foster Wheeler
Energy Corporation and Foster Wheeler Energy International, Inc.
issued guarantees in favor of the holders of the Corporation's 6 3/4%
Notes due November 15, 2005 (the "Notes"). Each of the guarantees is
full and unconditional, and joint and several. The summarized
consolidating financial information is presented in lieu of separate
financial statements and other related disclosures of the
wholly-owned subsidiary guarantors, because management does not
believe that such separate financial statements and related
disclosures would be material to investors. None of the subsidiary
guarantors are restricted from making distributions to the
Corporation.
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING BALANCE SHEET
(In Thousands of Dollars)
June 30, 2000
ASSETS FOSTER
------ WHEELER GUARANTOR NON-GUARANTOR
CORPORATION SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Current assets ................................ $ 351,064 $ 470,243 $ 1,443,101 $ (732,779) $ 1,531,629
Investment in subsidiaries .................... 887,692 308,241 123,118 (1,319,051)
Land, buildings & equipment (net) ............. 46,314 28,895 571,882 (6,324) 640,767
Notes and accounts receivable - long-term ..... 72,980 6,809 350,878 (342,108) 88,559
Intangible assets (net) ....................... 87,214 206,800 294,014
Other non-current assets ...................... 503,727 21 234,674 23,819 762,241
----------- ----------- ----------- ----------- -----------
TOTAL ASSETS .................................. $ 1,861,777 $ 901,423 $ 2,930,453 $(2,376,443) $ 3,317,210
=========== =========== =========== =========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities ........................... $ 394,014 $ 433,036 $ 1,287,568 $ (732,779) $ 1,381,839
Long-term debt ................................ 533,190 501,960 (346,615) 688,535
Other non-current liabilities ................. 560,875 8,257 243,255 (114,249) 698,138
Preferred trust securities .................... 175,000 175,000
----------- ----------- ----------- ----------- -----------
TOTAL LIABILITIES ............................. 1,488,079 441,293 2,207,783 (1,193,643) 2,943,512
TOTAL STOCKHOLDERS'
EQUITY .................................... 373,698 460,130 722,670 (1,182,800) 373,698
----------- ----------- ----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY ....................... $ 1,861,777 $ 901,423 $ 2,930,453 $(2,376,443) $ 3,317,210
=========== =========== =========== =========== ===========
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING BALANCE SHEET
(In Thousands of Dollars)
December 31,1999
FOSTER WHEELER GUARANTOR NON-GUARANTOR
ASSETS CORPORATION SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------ ----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Current assets .............................. $ 391,364 $ 419,956 $ 1,558,601 $ (754,825) $ 1,615,096
Investment in subsidiaries .................. 915,470 303,241 90,327 (1,309,038)
Land, buildings & equipment (net) ........... 47,461 27,709 579,555 (6,526) 648,199
Notes and accounts receivable - long-term ... 68,691 8,395 385,515 (367,075) 95,526
Intangible assets (net) ..................... 88,450 213,044 301,494
Other non-current assets .................... 544,224 20 188,796 44,754 777,794
----------- ----------- ----------- ----------- -----------
TOTAL ASSETS ................................ $ 1,967,210 $ 847,771 $ 3,015,838 $(2,392,710) $ 3,438,109
=========== =========== =========== =========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities ......................... $ 469,832 $ 392,751 $ 1,365,793 $ (756,824) $ 1,471,552
Long-term debt .............................. 558,251 513,057 (368,554) 702,754
Other non-current liabilities ............... 563,264 8,256 253,058 (111,638) 712,940
Preferred trust securities .................. 175,000 175,000
----------- ----------- ----------- ----------- -----------
TOTAL LIABILITIES ........................... 1,591,347 401,007 2,306,908 (1,237,016) 3,062,246
TOTAL STOCKHOLDERS'
EQUITY .................................... 375,863 446,764 708,930 (1,155,694) 375,863
----------- ----------- ----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY ...................... $ 1,967,210 $ 847,771 $ 3,015,838 $(2,392,710) $ 3,438,109
=========== =========== =========== =========== ===========
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS DATA
(In Thousands of Dollars)
Six Months Ended June 30, 2000
FOSTER
WHEELER GUARANTOR NON-GUARANTOR
CORPORATION SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues ................................... $ 10,553 $ 617,097 $ 1,420,469 $ (189,080) $ 1,859,039
Cost of operating revenues ................. 579,956 1,246,749 (162,024) 1,664,681
Selling, general and administrative,
Other deductions and minority
Interests ................................ 48,907 25,931 120,325 (27,056) 168,107
Equity in net earnings of subsidiaries ..... 42,524 5,615 (48,139)
----------- ----------- ----------- ----------- ----------
Earnings/ (loss) before income taxes ....... 4,170 16,825 53,395 (48,139) 26,251
(Benefit)/provision for income taxes ....... (12,849) 4,569 17,512 9,232
----------- ----------- ----------- ----------- ----------
Net earnings/(loss) ........................ $ 17,019 $ 12,256 $ 35,883 $ (48,139) $ 17,019
=========== =========== =========== =========== ===========
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS DATA
(In Thousands of Dollars)
Six Months Ended June 25, 1999
FOSTER
WHEELER GUARANTOR NON-GUARANTOR
CORPORATION SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
----------- ------------ ------------ ------------ ------------
Revenues ................................... $ 15,639 $ 365,033 $ 1,679,486 $ (168,417) $ 1,891,741
Cost of operating revenues ................. 351,242 1,489,833 (139,551) 1,701,524
Selling, general and administrative,
Other deductions and minority
Interests ................................ 37,899 24,504 124,201 (28,866) 157,738
Equity in net earnings of subsidiaries ..... 35,340 7,316 (42,656)
----------- ----------- ----------- ----------- ----------
Earnings/(loss) before income taxes ........ 13,080 (3,397) 65,452 (42,656) 32,479
(Benefit)/provision for income taxes ....... (7,708) (4,532) 23,931 11,691
----------- ----------- ----------- ----------- ----------
Net earnings/(loss) ........................ $ 20,788 $ 1,135 $ 41,521 $ (42,656) $ 20,788
=========== =========== =========== =========== ===========
13
<PAGE>
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW DATA
(In Thousands of Dollars)
Six Months Ended June 30, 2000
FOSTER
WHEELER GUARANTOR NON-GUARANTOR
CORPORATION SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
----------- ------------ ------------ ------------ ------------
NET CASH PROVIDED/(USED) BY
OPERATING ACTIVITIES ...................... $ (28,632) $ 35,944 $ (24,172) $ (54,737) $ (71,597)
----------- ----------- ----------- ----------- ----------
CASH FLOWS FROM INVESTING
ACTIVITIES
Capital expenditures ......................... (4,800) (24,888) (29,688)
Proceeds from sale of properties ............. 4,518 4,518
(Increase)/decrease in investment
and advances ............................ (20,705) 9,697 8,180 (2,828)
Decrease in short-term
Investments ............................... 52 14,834 14,886
Other ........................................ 1,446 (4,045) (2,599)
----------- ----------- ----------- ----------- ----------
NET CASH (USED)/PROVIDED BY
INVESTING ACTIVITIES ...................... (20,653) (3,354) 116 8,180 (15,711)
----------- ----------- ----------- ----------- -----------
CASH FLOW FROM FINANCING
ACTIVITIES
Dividends to Stockholders .................... (4,886) (101,365) 101,365 (4,886)
Increase in short-term debt .................. 59,000 8,058 67,058
Proceeds from long-term debt ................. 8,474 8,474
Repayment of long-term debt .................. (16,000) (6,266) (22,266)
Other ........................................ (3,221) (34,387) 92,333 (54,808) (83)
----------- ----------- ----------- ----------- -----------
NET CASH PROVIDED/(USED) BY
FINANCING ACTIVITIES ...................... 34,893 (34,387) 1,234 46,557 48,297
----------- ----------- ----------- ----------- -----------
Effect of exchange rate changes
on cash and cash
equivalents ............................ (5,807) (5,807)
(Decrease)/increase in cash and
cash equivalents ....................... (14,392) (1,797) (28,629) (44,818)
Cash and cash equivalents, beginning of
period .................................... 16,262 3,080 150,926 170,268
----------- ----------- ----------- ----------- ----------
Cash and cash equivalents, end of
period ................................... $ 1,870 $ 1,283 $ 122,297 $ $ 125,450
=========== =========== =========== ============ ===========
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW DATA
(In Thousands of Dollars)
Six Months Ended June 25,1999
FOSTER
WHEELER GUARANTOR NON-GUARANTOR
CORPORATION SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
----------- ------------ --------------------------------------
NET CASH (USED)/PROVIDED BY
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES .............. $ (40,123) $ (18,864) $ (119) $ 8,487 $ (50,619)
--------- --------- --------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES
Capital expenditures ................. (3,010) (56,720) (59,730)
Proceeds from sale of properties ..... 2,082 2,082
Decrease/(increase) in investment and
advances ............................. 1,820 16,439 (2,013) 16,246
Decrease in short-term investments ... 26,884 26,884
Other ................................ 500 (4,885) (4,385)
--------- --------- --------- --------- ---------
NET CASH PROVIDED/(USED) BY
INVESTING ACTIVITIES .............. 1,820 (2,510) (16,200) (2,013) (18,903)
--------- --------- --------- --------- ---------
CASH FLOW FROM FINANCING
ACTIVITIES
Dividends to Stockholders ............ (17,096) (17,096)
Issuance of trust preferred securities 169,178 169,178
Increase/(decrease) in short-term debt 69,300 4,901 74,201
Proceeds from long-term debt ......... 24,470 24,470
Repayment of long-term debt .......... (170,000) (4,348) (174,348)
Other ................................ 143,829 18,011 (156,226) (6,474) (860)
--------- --------- --------- --------- ---------
NET CASH PROVIDED/(USED) BY
FINANCING ACTIVITIES .............. 26,033 18,011 37,975 (6,474) 75,545
--------- --------- --------- --------- ---------
Effect of exchange rate changes on
Cash and cash equivalents ......... (14,556) (14,556)
Decrease in cash and cash equivalents (12,270) (3,363) 7,100 (8,533)
Cash and cash equivalents, beginning
of period ........................... 13,720 6,552 159,796 180,068
--------- --------- --------- --------- ---------
Cash and cash equivalents, end of
Period ............................ $ 1,450 $ 3,189 $ 166,896 $ $ 171,535
========= ========= ========= ========= =========
</TABLE>
15
<PAGE>
13. The Corporation owns a non-controlling equity interest in three
cogeneration projects; two of which are located in Italy and one in
Chile. In addition, the Corporation owns an equity interest in a
hydrogen producing plant in Venezuela. Following is summarized
financial information for the Corporation's equity affiliates
combined, as well as the Corporation's interest in the affiliates.
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
------------- -----------------
BALANCE SHEET DATA:
<S> <C> <C>
Current assets....................... $122,215 $ 104,084
Other assets (primarily buildings
and equipment).................. 488,997 506,620
Current liabilities.................. 46,445 48,562
Other liabilities (primarily long-
term debt)...................... 394,912 410,199
Net assets........................... 169,855 151,943
INCOME STATEMENT DATA FOR SIX MONTHS:
Total revenues....................... $113,690
Income before income taxes........... 29,118
Net earnings......................... 19,564
</TABLE>
As of June 30, 2000, the Corporation's share of the net earnings and
investment in the equity affiliates totaled $11,536 and $119,589,
respectively. Dividends of $8,723 were received during the first six
months of 2000. The Corporation has guaranteed certain performance
obligations of such projects. The Corporation's obligations under
such guarantees are approximately $1,500 per year for the three
projects. The Corporation has provided a $10,000 debt service reserve
letter of credit providing liquidity for debt service payments. No
amount has been drawn under the letter of credit. The earnings
results for the six months of 1999 were $16,882 for these operations.
14. The Corporation's continuing business strategy is to maintain focus
on its core business segments in Engineering and Construction Group
and Energy Equipment Group. In order to remain competitive in these
segments while improving margins, the Corporation has been reducing
costs through staff reductions and closure of some smaller operating
facilities. These changes include the reduction of approximately
1,600 permanent positions, including 500 overhead and other support
positions from its worldwide workforce of 11,000. In addition,
approximately 800 agency personnel within the Engineering &
Construction Group have been reduced. The positions eliminated
included engineering, clerical, support staff and manufacturing
personnel.
In connection with this cost realignment plan, the Corporation
recorded charges in the third quarter of 1999 of approximately
$37,600 ($27,600 after-tax). The pre-tax charge by group was as
follows: $19,600 for Engineering and Construction, $2,500 for Energy
Equipment and $15,500 for Corporate and Financial. Approximately
$22,600 represents employee severance costs and related benefits and
the balance represents asset write-downs and provisions for closing
some offices. The cost realignment plan resulted in substantial cost
savings and was completed in the second quarter of 2000.
16
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(IN MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
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 1999
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 1, 2000.
RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE THREE AND SIX
MONTHS ENDED JUNE 25, 1999
CONSOLIDATED DATA
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JUNE 30, JUNE 25, JUNE 30, JUNE 25,
2000 1999 2000 1999
---------- ---------- ---------- ----------
Backlog $ 6,366.1 $ 6,991.8 $ 6,366.1 $ 6,991.8
========== ========== ========== ==========
New orders $ 1,239.0 $ 1,059.4 $ 2,430.9 $ 1,969.9
========== ========== ========== ==========
Revenues $ 1,022.7 $ 873.7 $ 1,859.0 $ 1,891.7
========== ========== ========== ==========
Net earnings $ 8.6 $ 5.4 $ 17.0 $ 20.8
========== ========== ========== ==========
The Corporation's obligations under the Robbins Agreements significantly
affected its results of operations. The table below shows the Corporation's
results if the impact of losses related to the Robbins Facility were excluded.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JUNE 30, JUNE 25, JUNE 30, JUNE 25,
2000 1999 2000 1999
--------- --------- --------- ---------
EARNINGS BEFORE INCOME TAXES
<S> <C> <C> <C> <C>
AS REPORTED $ 12.6 $ 10.9 $ 26.3 $ 32.5
------- ------- ------- -------
Adjustment for Robbins -- 15.6 -- 17.5
------- ------- ------- -------
As adjusted $ 12.6 $ 26.5 $ 26.3 $ 50.0
======= ======= ======= =======
NET EARNINGS AS REPORTED $ 8.6 $ 5.4 $ 17.0 $ 20.8
------- ------- ------- -------
Adjustment for Robbins -- 10.1 -- 11.4
------- ------- ------- -------
As adjusted $ 8.6 $ 15.5 $ 17.0 $ 32.2
======= ======= ======= =======
</TABLE>
The Corporation's consolidated backlog at June 30, 2000 totaled $6,366.1, which
represented a decrease of 9% from the amount reported as of June 25, 1999, but
an increase of 5% from the amount reported as of December 31, 1999. The dollar
amount of backlog does not necessarily indicate the amount the Corporation will
earn for performing the backlog. Management has determined which agreed letters
of intent are likely to be performed and indicated those amounts along with
signed contracts in the calculation of the Corporation's backlog. 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 to be performed. The Corporation adjusts its
backlog to reflect project cancellations, deferrals, sale of subsidiaries and
revised project scope and cost.
17
<PAGE>
This adjustment for the six months ended June 30, 2000 was $106.8, compared with
$277.7 for the six months ended June 25, 1999. The calculation of backlog
excludes several large-scale international projects that the Corporation hopes
will be awarded to it. These projects are excluded because of their large size,
uncertain timing and the Corporation's inability to predict whether or not it
will be awarded to the Corporation.
New orders awarded for the three and six months ended June 30, 2000 were
$1,239.0 and $2,430.9 compared to $1,059.4 and $1,969.9 for the same periods
ended June 25, 1999. Approximately 65% of new orders booked in the six months
ended June 30, 2000 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 six months ended June 30, 2000 were
the United States, Europe and Singapore.
Operating revenues increased 18% in the three months ended June 30, 2000
compared to the three months ended June 25, 1999 to $1,005.0 from $854.9. The
most recent six-month period reflects a slight decrease in operating revenue of
$26.7 from $1,853.7 in 1999 to $1,827.0. The Engineering and Construction Group
decreased for the six months of 2000 compared to the same period for 1999 by
$41.9, which for the second quarter of 2000 compared to the same period for 1999
increased $140.3. The Energy Equipment Group increased for the three and six
months of 2000 compared to 1999 by $21.9 and $25.7, respectively.
Gross earnings, which are equal to operating revenues minus the cost of
operating revenues, increased by $10.1 in the six months ended June 30, 2000 as
compared with the six months ended June 25, 1999 to $162.3 from $152.2.
Selling, general and administrative expenses decreased by 5% in the six months
ended June 30, 2000 as compared with the same period in 1999, from $114.3 to
$109.0.
Other income in the six months ended June 30, 2000 as compared with June 25,
1999 decreased to $32.0 from $38.0. Approximately $6.6 of this decrease can be
attributed to equity earnings of unconsolidated affiliates. Other income in the
three months ended June 30, 2000 as compared with the same period in 1999
decreased from $18.8 to $17.8.
Other deductions for the six months ended June 30, 2000 were $15.0 higher than
that reported in the six months ended June 25, 1999. The increase in other
deductions can be attributed to (1) higher interest expense of $4.1, (2)
amortization of goodwill of $1.2, (3) write-off of notes receivable on previous
sale of a subsidiary of $2.0 and (4) provision of $6.0 due to a decision by a
French court during the second quarter on a legal matter regarding a former
French subsidiary for which Foster Wheeler indemnified the purchaser.
Net earnings for the six months ended June 30, 2000 were $17.0 or $.42 per share
diluted compared to a net earning of $20.8 or $.51 diluted per share for the six
months ended June 25, 1999.
ENGINEERING AND CONSTRUCTION GROUP
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JUNE 30, 2000 JUNE 25, 1999 JUNE 30, 2000 JUNE 25, 1999
-------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Backlog $ 4,836.4 $ 5,516.2 $ 4,836.4 $ 5,516.2
============== ============== ============== ==========
New orders $ 892.3 $ 745.1 $ 1,659.2 $ 1,490.7
============== ============== ============== ==========
Operating revenues $ 783.2 $ 642.8 $ 1,391.4 $ 1,433.3
============== ============== ============== ==========
Gross earnings from operations $ 49.8 $ 51.7 $ 96.2 $ 100.1
============== ============== ============== ==========
</TABLE>
18
<PAGE>
The Engineering and Construction Group ("E&C Group"), had a backlog of $4,836.4
at June 30, 2000, which represented a decrease of $679.8 from June 25, 1999, but
an increase of $94.9 from December 31, 1999. New orders booked for the six-month
period ended June 30, 2000 increased by 11% compared with the period ended June
25, 1999. Operating revenues for the six-month period ended June 30, 2000
decreased 3% compared to the six-month period ended June 25, 1999. Gross
earnings from operations decreased by 4% for the six-month period ended June 30,
2000, compared with the corresponding period ended June 25, 1999. The gross
earnings for the six month period were lower primarily due to the decrease
reported by its UK subsidiary ($27.7), which was partially offset by an increase
in its U.S. and Continental European subsidiaries.
ENERGY EQUIPMENT GROUP
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JUNE 30, 2000 JUNE 25, 1999 JUNE 30, 2000 JUNE 25, 1999
-------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Backlog $ 1,642.6 $ 1,682.7 $ 1,642.6 $ 1,682.7
============== ============== ============== ==========
New orders $ 351.5 $ 487.2 $ 777.0 $ 656.4
============== ============== ============== ==========
Operating revenues $ 244.7 $ 222.8 $ 469.1 $ 443.4
============== ============== ============== ==========
Gross earnings from operations $ 31.5 $ 14.3 $ 65.0 $ 50.8
============== ============== ============== ==========
</TABLE>
On December 31, 1999, the Corporation's Power Systems Group was combined with
the Energy Equipment Group. The above table has been adjusted to show
information as if this combination had occurred on January 1, 1999.
The Energy Equipment Group had a backlog of $1,642.6 at June 30, 2000, which
represented a 2% decrease from June 25, 1999, but a 25% increase from December
31, 1999. Orders from Asia represented approximately 23% of the Energy Equipment
Group's backlog as of June 30, 2000. New orders booked for the six-month period
ended June 30, 2000 increased by 18% from corresponding periods in 1999.
Operating revenues for the six month period ended June 30, 2000 increased by 6%.
Gross earnings from operations increased by $14.2 for the six-month period ended
June 30, 2000 compared with the period ended June 25, 1999.
FINANCIAL CONDITION
Stockholders' equity for the six months ended June 30, 2000 decreased by $2.2.
This decrease was due primarily to changes in the foreign currency translation
adjustment of $14.4 and dividends paid of $4.9. These factors were partially
offset by earnings of $17.0.
During the six months ended June 30, 2000, additions to land, buildings and
equipment were $29.7 as compared with $59.7 for the comparable period in 1999.
Approximately $15.1 was invested in a waste-to-energy project in Italy during
the first six months of 2000.
Since December 31, 1999, long-term debt, including current installments and bank
loans, increased by $50.3.
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 in a designated pool of qualified accounts
receivable. The agreement contains certain covenants and provides for various
events of termination. At June 30, 2000, $50.0 in receivables were sold under
the agreement and are therefore not reflected in the accounts receivable - trade
balance in the Consolidated Balance Sheet.
19
<PAGE>
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 $125.5 at June 30, 2000, a decrease of $44.8
from fiscal year end 1999. Short-term investments decreased by $14.9 to $2.2.
During the first six months of fiscal 2000, the Corporation paid $4.9 in
dividends to stockholders. Operating activities used $71.6 of cash.
Management of the Corporation believes that cash and cash equivalents of $125.5
and short-term investments of $2.2 at June 30, 2000, when combined with amounts
available under its Revolving Credit Agreements and access to third-party
financing 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
$300.0 of debt, equity, and other securities, $175.0 of which has been issued as
of June 30, 2000.
The Corporation is reviewing various methods to monetize selected build, own and
operate assets and will be concentrating on reducing both corporate and project
debt, and improving cash flow.
OTHER MATTERS
The Corporation and its subsidiaries, along with many other companies, are
codefendants in numerous United States lawsuits concerning damages from
asbestos. Plaintiffs in these lawsuits 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 1970s and prior. As
of June 30, 2000, there were approximately 90,500 claims pending. During 2000,
approximately 24,900 new claims have been filed and approximately 8,000 have
been 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 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. As a result, tipping fees at the Camden Project 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 debt although reflected in the
consolidated financial statements of the Corporation has been issued by the
Pollution Control Financing Authority of Camden County. This debt is
collateralized by a pledge of certain revenues and assets of the project but not
the plant. The Corporation's obligation is to fund the debt to the extent the
project generates a positive cash flow. The Corporation has filed suit, 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 these events 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 processes.
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YEAR 2000 PLAN
The failure to correct a Year 2000 Problem could have resulted in an
interruption in, or a failure of, certain normal activities or operations. Such
failures were not expected to have a material adverse affect on the
Corporation's results of operations and financial condition. No such affect has
been experienced thus far, and none is expected. However, it is possible that
interruptions might occur later in the year 2000, so the Corporation remains
vigilant and continues to enforce its Business Continuation Plan. Furthermore,
although no claims have been asserted against the Corporation or its
subsidiaries, it is possible that claims may yet be asserted. Therefore, the
Corporation will continue to follow its liability management strategy until it
concludes that any potential exposure from the year 2000 problem in minimal.
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".
SAFE HARBOR STATEMENT
This Management's Discussion and Analysis of Financial Condition and Results of
Operations and other sections of this 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.
For additional information about the Corporation, see the Corporation's reports
on Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission
from time to time.
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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 acquired in 1995 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 not be made with respect to
formerly owned properties, requiring 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 million.
Several of the Corporation's former subsidiaries associated with a
waste-to-energy plant located in the Village of Robbins, Illinois (the "Robbins
Facility") received a Complaint for Injunction and Civil Penalties from the
State of Illinois, dated April 28, 1998 (amended in July 1998) alleging
primarily state air violations at the Robbins Facility (PEOPLE OF THE STATE OF
ILLINOIS V. FOSTER WHEELER ROBBINS, INC., filed in 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 relevant subsidiaries have reached a staff-level agreement in
principle with the state on a Consent Decree that will resolve all violations.
The resulting penalty is not expected to be material. The United States
Environmental Protection Agency commenced a related enforcement action at
approximately the same time the State action began.
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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
None
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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: AUGUST 11, 2000 /S/ RICHARD J. SWIFT
------------------ --------------------------------
Richard J. Swift
(Chairman, President and
Chief Executive Officer)
Date: AUGUST 11, 2000 /S/ GILLES A. RENAUD
------------------ --------------------------------
Gilles A. Renaud
(Senior Vice President and
Chief Financial Officer)
24
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