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false 0000846913 0000846913 2024-11-06 2024-11-06
 
United States
Securities And Exchange Commission
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported) November 6, 2024
 
FUEL TECH, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
(State or other jurisdiction
of incorporation)
001-33059
(Commission
File Number)
20-5657551
(IRS Employer
Identification No.)
 
Fuel Tech, Inc.
27601 Bella Vista Parkway
Warrenville, IL 60555-1617
630-845-4500
 
(Address and telephone number of principal executive offices)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
FTEK
NASDAQ
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


 
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
 
On November 6, 2024, Fuel Tech, Inc. ("Fuel Tech” or the “Registrant”) issued a press release which contained, among other things, an announcement of Fuel Tech's financial results for the fiscal quarter ended September 30, 2024. A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K.
 
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
(a) Financial Statements of Businesses Acquired.
 
None.
 
(b) Pro Forma Financial Information.
 
None.
 
(d) Exhibits.
 
Exhibit No.                   Description
 
 
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
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 hereunto duly authorized.
 
 
Fuel Tech, Inc.
 
 
(Registrant)
 
         
Date: November 6, 2024
       
         
 
By:
/s/
Ellen T. Albrecht
 
     
Ellen T. Albrecht
 
     
Vice President, Chief Financial Officer
and Treasurer
 
 
 
EX-99.1 2 ex_740513.htm EXHIBIT 99.1 ex_740513.htm

Exhibit 99.1

 

logo001.jpg

 

CONTACT: Vince Arnone  Devin Sullivan
  President and CEO Managing Director
  (630) 845-4500 The Equity Group Inc.
    dsullivan@equityny.com

 

FOR IMMEDIATE RELEASE

 

FUEL TECH REPORTS 2024 THIRD QUARTER FINANCIAL RESULTS

 

WARRENVILLE, Ill. – November 6, 2024 - Fuel Tech, Inc. (NASDAQ: FTEK), a technology company providing advanced engineering for the optimization of combustion systems, emissions control, and water treatment in utility and industrial applications, today reported financial results for the third quarter ended September 30, 2024 (Q3 2024).

 

“Our third quarter results included a return to profitable operations, fostering new customer relationships, and a focus on balancing expense discipline with targeted investments in new technologies,” said Vincent J. Arnone, President and CEO. “Our financial position at September 30, 2024 was strong, with $31.3 million in cash and investments and no debt.”

 

Mr. Arnone continued, “We realized improved quarter-over-quarter performance at our FUEL CHEM® business segment in the 2024 third quarter and in the current fourth quarter commenced a new commercial program after a successful demonstration of our TIFI® Targeted In-Furnace Injection™ technology. The annual revenue potential from this commercial contract is projected to be approximately $1.5 to $2.0 million based on the customer running the program full-time, with the revenue expected to generate historic FUEL CHEM® gross margins. We are pursuing additional opportunities to showcase our chemical technologies at additional domestic sites and currently expect to commence a demonstration of our TIFI® technology in early 2025 at a potential new client in the Midwest United States. We believe that the innovative approach of our fireside treatment program to reduce downtime, improve plant operations and provide a return on investment while helping customers meet emission regulatory requirements is resonating.

 

“Revenues in our Air Pollution Control (APC) business declined quarter-over-quarter, due primarily to customer-driven delays and project timing. We were pleased to announce $2.0 million of new APC orders earlier today and hope to close several new APC orders by the end of 2024 or early 2025.”

 







 

He concluded, “We are also continuing to pursue the growth and development of our Dissolved Gas Infusion (DGITM) technology. We had a very successful exhibition of DGITM at the Water Environment Federation Technical Exhibition and Conference, or WEFTEC, in New Orleans last month, and generated significant interest in the technology. With respect to product demonstrations, discussions are progressing with one of the largest food processors in the country to utilize DGITM to provide dissolved oxygen for the wastewater treatment facility at a food processing plant that they own and operate, and also with a municipal wastewater treatment facility in the Southeastern United States. Lastly, we are pleased to note that we have finalized a demonstration agreement with a U.S. fish hatchery to highlight the capabilities of DGITM for this aquaculture application, with the demonstration start date targeted at the beginning of the second quarter of 2025 to coincide with the hatchery’s next growth cycle.”

 

Q3 2024 Consolidated Results Overview

 

Consolidated revenues for Q3 2024 declined to $7.9 million from $8.0 million in the three months ended September 30, 2023 (Q3 2023), reflecting higher FUEL CHEM revenue offset by a decrease in APC revenue.

 

Consolidated gross margin for Q3 2024 declined to 43.4% of revenues from 45.2% of revenues in Q3 2023, primarily due to lower APC gross margin while FUEL CHEM gross margin remained steady.

 

SG&A expenses increased to $3.2 million from $3.0 million in Q3 2023, primarily reflecting increases in employee compensation and benefit related costs and higher administrative expenses, partially offset by decreases in international administrative expenses. As a percentage of revenues, SG&A expenses rose to 41.1% in Q3 2024 from 37.1% in Q3 2023.

 

Interest income was flat at $0.3 million and related primarily to interest received on the held-to-maturity debt securities and money market funds.

 

Net income in Q3 2024 was $80,000, or $0.00 per share, compared to net income of $459,000, or $0.01 per share, in Q3 2023.

 

Consolidated APC segment backlog at September 30, 2024 was $6.4 million compared to $7.5 million at December 31, 2023, and did not include the aforementioned $2.0 million of new APC contracts.

 

APC segment revenue declined to $3.2 million from $3.7 million in Q3 2023, primarily related to customer driven delays in project execution and to the timing of new contract awards. APC gross margin decreased to 35.0% from 40.3%, primarily due to product and project mix.

 

FUEL CHEM segment revenue rose to $4.6 million from $4.3 million in Q3 2023, reflecting customer outage completions and increased dispatch. Gross margin was steady at 49%.

 

Adjusted EBITDA loss was $(35,000) compared to Adjusted EBITDA of $352,000 in Q3 2023.

 







 

Financial Condition

 

At September 30, 2024, cash and cash equivalents were $12.3 million, short-term investments were $8.2 million, and long-term investments totaled $10.9 million. Stockholders’ equity at September 30, 2024 was $43.9 million, or $1.42 per share, and the Company had no debt.

 

Conference Call

 

Management will host a conference call on Thursday, November 7, 2024 at 10:00 am ET / 9:00 am CT to discuss the results and business activities. Interested parties may participate in the call by dialing:

 

(877) 423-9820 (Domestic) or

(201) 493-6749 (International)

 

The conference call will also be accessible via the Upcoming Events section of the Company’s web site at www.ftek.com. Following management’s opening remarks, there will be a question-and-answer session. Questions may be asked during the live call, or alternatively, you may e-mail questions in advance to dsullivan@equityny.com. For those who cannot listen to the live broadcast, an online replay will be available at www.ftek.com.

 

About Fuel Tech

Fuel Tech develops and commercializes state-of-the-art proprietary technologies for air pollution control, process optimization, water treatment, and advanced engineering services. These technologies enable customers to operate in a cost-effective and environmentally sustainable manner. Fuel Tech is a leader in nitrogen oxide (NOx) reduction and particulate control technologies and its solutions have been installed on over 1,300 utility, industrial and municipal units worldwide. The Company’s FUEL CHEM® technology improves the efficiency, reliability, fuel flexibility, boiler heat rate, and environmental status of combustion units by controlling slagging, fouling, corrosion and opacity. Water treatment technologies include DGI® Dissolved Gas Infusion Systems which utilize a patented saturator and a patent-pending channel injector to deliver supersaturated oxygen solutions and other gas-water combinations to target process applications or environmental issues. This infusion process has a variety of applications in the water and wastewater industries, including remediation, aeration, biological treatment and wastewater odor management. Many of Fuel Tech’s products and services rely heavily on the Company’s exceptional Computational Fluid Dynamics modeling capabilities, which are enhanced by internally developed, high-end visualization software. For more information, visit Fuel Tech’s web site at www.ftek.com.

 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This press release contains “forward-looking statements” as defined in Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and reflect Fuel Tech’s current expectations regarding future growth, results of operations, cash flows, performance and business prospects, and opportunities, as well as assumptions made by, and information currently available to, our management. Fuel Tech has tried to identify forward-looking statements by using words such as “anticipate,” “believe,” “plan,” “expect,” “estimate,” “intend,” “will,” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. These statements are based on information currently available to Fuel Tech and are subject to various risks, uncertainties, and other factors, including, but not limited to, those discussed in Fuel Tech’s Annual Report on Form 10-K in Item 1A under the caption “Risk Factors,” and subsequent filings under the Securities Exchange Act of 1934, as amended, which could cause Fuel Tech’s actual growth, results of operations, financial condition, cash flows, performance and business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. Fuel Tech undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances or for any other reason. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in Fuel Tech’s filings with the Securities and Exchange Commission.

 







 

FUEL TECH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share data)

 

 

   

September 30,

   

December 31,

 
   

2024

   

2023

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 12,274     $ 17,578  

Short-term investments

    8,162       12,136  

Accounts receivable, less current expected credit loss of $106 and $111, respectively

    9,202       6,729  

Inventories, net

    441       439  

Prepaid expenses and other current assets

    838       1,439  

Total current assets

    30,917       38,321  

Property and equipment, net of accumulated depreciation of $18,926 and $18,703, respectively

    4,596       4,539  

Goodwill

    2,116       2,116  

Other intangible assets, net of accumulated amortization of $510 and $468, respectively

    327       358  

Right-of-use operating lease assets, net

    523       609  

Long-term investments

    10,881       3,664  

Other assets

    757       781  

Total assets

  $ 50,117     $ 50,388  

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Current liabilities:

               

Accounts payable

  $ 3,271     $ 2,421  

Accrued liabilities:

               

Operating lease liabilities - current

    81       81  

Employee compensation

    759       1,252  

Other accrued liabilities

    1,204       1,934  

Total current liabilities

    5,315       5,688  

Operating lease liabilities - non-current

    480       533  

Deferred income taxes, net

    172       172  

Other liabilities

    286       281  

Total liabilities

    6,253       6,674  

Stockholders’ equity:

               

Common stock, $.01 par value, 40,000,000 shares authorized, 31,767,329 and 31,361,303 shares issued, and 30,708,273 and 30,385,297 shares outstanding, respectively

    317       313  

Additional paid-in capital

    165,186       164,853  

Accumulated deficit

    (117,589 )     (117,529 )

Accumulated other comprehensive loss

    (1,780 )     (1,748 )

Nil coupon perpetual loan notes

    76       76  

Treasury stock, at cost

    (2,346 )     (2,251 )

Total stockholders’ equity

    43,864       43,714  

Total liabilities and stockholders’ equity

  $ 50,117     $ 50,388  

 

 

 

See notes to condensed consolidated financial statements.

 







 

FUEL TECH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per-share data)

 

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Revenues

  $ 7,851     $ 7,988     $ 19,850     $ 20,736  

Costs and expenses:

                               

Cost of sales

    4,444       4,376       11,462       12,323  

Selling, general and administrative

    3,225       2,966       9,815       9,126  

Research and development

    361       513       1,159       1,144  
      8,030       7,855       22,436       22,593  

Operating (loss) income

    (179 )     133       (2,586 )     (1,857 )

Interest expense

          (5 )           (15 )

Interest income

    323       322       968       968  

Other (expense) income, net

    (63 )     9       1,576       (95 )

Income (loss) before income taxes

    81       459       (42 )     (999 )

Income tax expense

    (1 )           (18 )      

Net income (loss)

  $ 80     $ 459     $ (60 )   $ (999 )

Net income (loss) per common share:

                               

Basic net income (loss) per common share

  $ 0.00     $ 0.02     $ (0.00 )   $ (0.03 )

Diluted net income (loss) per common share

  $ 0.00     $ 0.01     $ (0.00 )   $ (0.03 )

Weighted-average number of common shares outstanding:

                               

Basic

    30,708,000       30,385,000       30,526,000       30,336,000  

Diluted

    30,848,000       30,627,000       30,526,000       30,336,000  

 

 

 

See notes to condensed consolidated financial statements.

 



 

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands)

 

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Net income (loss)

  $ 80     $ 459     $ (60 )   $ (999 )

Other comprehensive income (loss):

                               

Foreign currency translation adjustments

    106       (122 )     (32 )     (84 )

Comprehensive income (loss)

  $ 186     $ 337     $ (92 )   $ (1,083 )

 

 

 

See notes to condensed consolidated financial statements.

 







 

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

 

   

Nine Months Ended

 
   

September 30,

 
   

2024

   

2023

 

Operating Activities

               

Net loss

  $ (60 )   $ (999 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

               

Depreciation

    248       247  

Amortization

    42       46  

Gain on disposal of equipment

    (1 )      

Non-cash interest income on held-to-maturity securities

    (108 )     (319 )

Stock-based compensation, net of forfeitures

    337       288  

Changes in operating assets and liabilities:

               

Accounts receivable

    (845 )     5  

       Employee retention credit receivable

    (1,677 )      

Inventory

    (3 )     68  

Prepaid expenses, other current assets and other non-current assets

    655       363  

Accounts payable

    842       172  

Accrued liabilities and other non-current liabilities

    (1,215 )     520  

Net cash (used in) provided by operating activities

    (1,785 )     391  

Investing Activities

               

Purchases of equipment and patents

    (316 )     (201 )

Purchases of debt securities

    (14,072 )     (14,026 )

Maturities of debt securities

    11,000       4,000  

Net cash used in investing activities

    (3,388 )     (10,227 )

Financing Activities

               

Taxes paid on behalf of award participants

    (95 )      

Proceeds from exercise of stock options

          42  

Net cash (used in) provided by financing activities

    (95 )     42  

Effect of exchange rate fluctuations on cash

    (36 )     (51 )

Net decrease in cash and cash equivalents

    (5,304 )     (9,845 )

Cash and cash equivalents at beginning of period

    17,578       23,328  

Cash and cash equivalents at end of period

  $ 12,274     $ 13,483  

 

 

 

See notes to condensed consolidated financial statements.

 



 

FUEL TECH, INC.

Segment Data- Reporting Segments

(Unaudited)

(in thousands)

 

Information about reporting segment net sales and gross margin from operations is provided below:

 

 

   

Air

Pollution

   

FUEL

CHEM

                 

Three months ended September 30, 2024

 

Control

Segment

   

Segment

   

Other

   

Total

 

Revenues from external customers

  $ 3,224     $ 4,627     $     $ 7,851  

Cost of sales

    (2,095 )     (2,349 )           (4,444 )

Gross margin

    1,129       2,278             3,407  

Selling, general and administrative

                (3,225 )     (3,225 )

Research and development

                (361 )     (361 )

Operating income (loss) from operations

  $ 1,129     $ 2,278     $ (3,586 )   $ (179 )

 

   

Air

Pollution

   

FUEL

CHEM

                 

Three months ended September 30, 2023

 

Control

Segment

   

Segment

   

Other

   

Total

 

Revenues from external customers

  $ 3,711     $ 4,277     $     $ 7,988  

Cost of sales

    (2,214 )     (2,162 )           (4,376 )

Gross margin

    1,497       2,115             3,612  

Selling, general and administrative

                (2,966 )     (2,966 )

Research and development

                (513 )     (513 )

Operating income (loss) from operations

  $ 1,497     $ 2,115     $ (3,479 )   $ 133  

 

   

Air

Pollution

   

FUEL

CHEM

                 

Nine months ended September 30, 2024

 

Control

Segment

   

Segment

   

Other

   

Total

 

Revenues from external customers

  $ 9,491     $ 10,359     $     $ 19,850  

Cost of sales

    (5,927 )     (5,535 )           (11,462 )

Gross margin

    3,564       4,824             8,388  

Selling, general and administrative

                (9,815 )     (9,815 )

Research and development

                (1,159 )     (1,159 )

Operating income (loss) from operations

  $ 3,564     $ 4,824     $ (10,974 )   $ (2,586 )

 

   

Air

Pollution

   

FUEL

CHEM

                 

Nine months ended September 30, 2023

 

Control

Segment

   

Segment

   

Other

   

Total

 

Revenues from external customers

  $ 10,692     $ 10,044     $     $ 20,736  

Cost of sales

    (7,155 )     (5,168 )           (12,323 )

Gross margin

    3,537       4,876             8,413  

Selling, general and administrative

                (9,126 )     (9,126 )

Research and development

                (1,144 )     (1,144 )

Operating income (loss) from operations

  $ 3,537     $ 4,876     $ (10,270 )   $ (1,857 )

 







 

FUEL TECH, INC.

Geographic Segment Financial Data

(Unaudited)

(in thousands of dollars)

 

Information concerning our operations by geographic area is provided below. Revenues are attributed to countries based on the location of the end-user. Assets are those directly associated with operations of the geographic area.

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Revenues:

                               

United States

  $ 5,453     $ 5,640     $ 13,519     $ 15,937  

Foreign

    2,398       2,348       6,331       4,799  
    $ 7,851     $ 7,988     $ 19,850     $ 20,736  

 

 

   

September 30,

   

December 31,

 
   

2024

   

2023

 

Assets:

               

United States

  $ 45,789     $ 46,487  

Foreign

    4,328       3,901  
    $ 50,117     $ 50,388  

 



 

FUEL TECH, INC.

RECONCILIATION OF GAAP NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA

(Unaudited)

(in thousands)

 

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Net income (loss) 

  $ 80     $ 459     $ (60 )   $ (999 )

Interest income, net

    (323 )     (317 )     (968 )     (953 )

Income tax expense

    1       -       18       -  

Depreciation expense

    87       93       248       247  

Amortization expense

    11       16       42       46  

EBITDA

    (144 )     251       (720 )     (1,659 )

Stock compensation expense

    109       101       337       288  

Gain on employee retention credit

    -       -       (1,677 )     -  

Adjusted EBITDA

  $ (35 )   $ 352     $ (2,060 )   $ (1,371 )

 

 

 

 

 

Adjusted EBITDA

 

To supplement the Company's consolidated financial statements presented in accordance with generally accepted accounting principles in the United States (GAAP), the Company has provided an Adjusted EBITDA disclosure as a measure of financial performance. Adjusted EBITDA is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation expense, amortization expense, stock compensation expense and gain on employee retention credit. The Company's reference to these non-GAAP measures should be considered in addition to results prepared in accordance with GAAP standards, but are not a substitute for, or superior to, GAAP results.

 

Adjusted EBITDA is provided to enhance investors' overall understanding of the Company's current financial performance and ability to generate cash flow, which we believe is a meaningful measure for our investor and analyst communities. In many cases non-GAAP financial measures are utilized by these individuals to evaluate Company performance and ultimately determine a reasonable valuation for our common stock. A reconciliation of Adjusted EBITDA to the nearest GAAP measure of net income (loss) has been included in the above financial table.