false 0000846913 0000846913 2024-08-06 2024-08-06
 
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) August 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 August 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 June 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
 
 
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: August 6, 2024
       
         
 
By:
/s/ Ellen T. Albrecht
 
     
Ellen T. Albrecht
 
     
Vice President, Chief Financial Officer
and Treasurer
 
 
 

Exhibit 99.1

 

pic1.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 SECOND QUARTER FINANCIAL RESULTS

 

WARRENVILLE, Ill. August 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 second quarter ended June 30, 2024 (Q2 2024).

 

“As expected, our performance in the second quarter was much improved,” said Vincent J. Arnone, President and CEO. “Consolidated revenues rose by 29% compared to last year’s second quarter, driven by a 52% revenue increase in FUEL CHEM® and a 15% rise in APC revenues. We maintained a lean expense profile, continued to invest in new technologies, and our losses narrowed significantly from the prior year period. We are also pursuing new and potentially significant customer demonstrations for our Dissolved Gas Infusion (DGITM) technology. Our financial position at June 30, 2024 was strong, with $30.1 million in cash and investments and no long-term debt.

 

“Performance for our FUEL CHEM® business segment reflected several factors, including the return of two customers that had largely been dormant over the past two years that commenced utilizing our chemical technology to satisfy regional power demand and, to a lesser extent, contributions from a recently initiated demonstration of our chemical technology program at a new coal-fired unit. The annualized revenue potential at this new client, if it becomes commercial following the demonstration period, will be approximately $1.5 to $2.0 million dollars, and this revenue is expected to generate historic FUEL CHEM gross margins. The rebound in APC reflected the timing of successful project contract execution. Additionally, we were pleased to report the incremental $5.0 million of new APC contract bookings today. Based on ongoing customer discussions, we expect to close several new APC orders during the remainder of the year.”

 

 

 

Mr. Arnone concluded, “We are also very encouraged by ongoing business development initiatives related to our DGI technology. We expect to commence a demonstration at a U.S. fish hatchery to highlight the capabilities of DGI for this aquaculture application in the third quarter of 2024. Should this demonstration prove successful we would expect that DGI would be integrated into this customer’s greenfield project specifications. We are also pursuing additional product demonstrations in multiple end markets as part of our efforts to commercialize DGI as rapidly as possible.”

 

Q2 2024 Consolidated Results Overview

 

Consolidated revenues for Q2 2024 rose 29% to $7.0 million from $5.5 million in the three months ended June 30, 2023 (Q2 2023), reflecting higher revenues for both APC and FUEL CHEM.

 

Consolidated gross margin for Q2 2024 rose to 41.9% of revenues from 36.6% of revenues in Q2 2023, due to increases in operating segment gross margin for both APC and FUEL CHEM.

 

SG&A expenses increased to $3.3 million from $2.9 million in Q2 2023, primarily reflecting increases in employee compensation and benefit related costs and higher administrative expenses, partially offset by lower real estate taxes. As a percentage of revenues, SG&A expenses declined to 46.1% in Q2 2024 from 53.4% in Q2 2023.

 

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

 

Net loss in Q2 2024 was $(0.4) million, or $(0.01) per share, compared to net loss of $(1.0) million, or $(0.03) per share, in Q2 2023.

 

Consolidated APC segment backlog at June 30, 2024 was $4.3 million compared to $7.5 million at December 31, 2023. Consolidated backlog at June 30, 2024 did not include the aforementioned $5.0 million of new APC contracts. 

 

APC segment revenue improved to $3.9 million from $3.4 million in Q2 2023, primarily related to successful contract execution. APC gross margin rose to 39.1% from 31.4%, primarily due to the mix of APC projects and services executed during the quarter.

 

FUEL CHEM segment revenue rose to $3.1 million from $2.0 million in Q2 2023, due to the return of dormant customers and product demonstration revenues. Gross margin was 45.5% compared to 45.2%.

 

Adjusted EBITDA loss was $(0.5) million in Q2 2024 compared to Adjusted EBITDA loss of $(1.2) million in Q2 2023.

 

 

 

Financial Condition

 

At June 30, 2024, cash and cash equivalents were $10.4 million, short-term investments were $9.7 million, and long-term investments totaled $10.4 million. Stockholders’ equity at June 30, 2024 was $43.6 million, or $1.43 per share, and the Company had no debt.

 

Conference Call

 

Management will host a conference call on Wednesday, August 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 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)

 

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 10,404     $ 17,578  

Short-term investments

    9,669       12,136  

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

    8,651       6,729  

Inventories, net

    462       439  

Prepaid expenses and other current assets

    1,117       1,439  

Total current assets

    30,303       38,321  

Property and equipment, net of accumulated depreciation of $18,823 and $18,703, respectively

    4,571       4,539  

Goodwill

    2,116       2,116  

Other intangible assets, net of accumulated amortization of $499 and $468, respectively

    337       358  

Right-of-use operating lease assets, net

    551       609  

Long-term investments

    10,360       3,664  

Other assets

    756       781  

Total assets

  $ 48,994     $ 50,388  

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Current liabilities:

               

Accounts payable

  $ 2,938     $ 2,421  

Accrued liabilities:

               

Operating lease liabilities - current

    94       81  

Employee compensation

    731       1,252  

Other accrued liabilities

    719       1,934  

Total current liabilities

    4,482       5,688  

Operating lease liabilities - non-current

    495       533  

Deferred income taxes, net

    172       172  

Other liabilities

    276       281  

Total liabilities

    5,425       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

    165,077       164,853  

Accumulated deficit

    (117,669 )     (117,529 )

Accumulated other comprehensive loss

    (1,886 )     (1,748 )

Nil coupon perpetual loan notes

    76       76  

Treasury stock, at cost

    (2,346 )     (2,251 )

Total stockholders’ equity

    43,569       43,714  

Total liabilities and stockholders’ equity

  $ 48,994     $ 50,388  

 

 

See notes to condensed consolidated financial statements.

 

 

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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

 

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Revenues

  $ 7,042     $ 5,461     $ 11,999     $ 12,748  

Costs and expenses:

                               

Cost of sales

    4,090       3,465       7,018       7,947  

Selling, general and administrative

    3,245       2,915       6,590       6,160  

Research and development

    422       413       798       631  
      7,757       6,793       14,406       14,738  

Operating loss

    (715 )     (1,332 )     (2,407 )     (1,990 )

Interest expense

          (5 )           (10 )

Interest income

    334       307       645       646  

Other (expense) income, net

    (34 )     (14 )     1,639       (104 )

Loss before income taxes

    (415 )     (1,044 )     (123 )     (1,458 )

Income tax expense

    (6 )           (17 )      

Net loss

  $ (421 )   $ (1,044 )   $ (140 )   $ (1,458 )

Net loss per common share:

                               

Basic net loss per common share

  $ (0.01 )   $ (0.03 )   $ (0.00 )   $ (0.05 )

Diluted net loss per common share

  $ (0.01 )   $ (0.03 )   $ (0.00 )   $ (0.05 )

Weighted-average number of common shares outstanding:

                               

Basic

    30,482,000       30,324,000       30,434,000       30,310,000  

Diluted

    30,482,000       30,324,000       30,434,000       30,310,000  

 

 

See notes to condensed consolidated financial statements.

 

 

 

 

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands)

 

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Net loss

  $ (421 )   $ (1,044 )   $ (140 )   $ (1,458 )

Other comprehensive (loss) income:

                               

Foreign currency translation adjustments

    5       (48 )     (138 )     38  

Comprehensive loss

  $ (416 )   $ (1,092 )   $ (278 )   $ (1,420 )

 

 

See notes to condensed consolidated financial statements.

 

 

 

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

 

   

Six Months Ended

 
   

June 30,

 
   

2024

   

2023

 

Operating Activities

               

Net loss

  $ (140 )   $ (1,458 )

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

               

Depreciation

    161       154  

Amortization

    31       30  

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

    (72 )     (203 )

Stock-based compensation, net of forfeitures

    228       187  

Changes in operating assets and liabilities:

               

Accounts receivable

    (334 )     966  

Employee retention credit receivable

    (1,677 )      

Inventory

    (24 )     (135 )

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

    367       114  

Accounts payable

    524       383  

Accrued liabilities and other non-current liabilities

    (1,728 )     (21 )

Net cash (used in) provided by operating activities

    (2,664 )     17  

Investing Activities

               

Purchases of equipment and patents

    (204 )     (103 )

Purchases of debt securities

    (11,107 )     (9,685 )

Maturities of debt securities

    7,000       1,500  

Net cash used in investing activities

    (4,311 )     (8,288 )

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

    (104 )     35  

Net decrease in cash and cash equivalents

    (7,174 )     (8,194 )

Cash and cash equivalents at beginning of period

    17,578       23,328  

Cash and cash equivalents at end of period

  $ 10,404     $ 15,134  

 

 

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:

 

 

Three months ended June 30, 2024

 

Air

Pollution

Control

Segment

   

FUEL CHEM

 

 

Segment

   

Other

   

Total

 

Revenues from external customers

  $ 3,949     $ 3,093     $     $ 7,042  

Cost of sales

    (2,405 )     (1,685 )           (4,090 )

Gross margin

    1,544       1,408             2,952  

Selling, general and administrative

                (3,245 )     (3,245 )

Research and development

                (422 )     (422 )

Operating income (loss) from operations

  $ 1,544     $ 1,408     $ (3,667 )   $ (715 )

 

Three months ended June 30, 2023

 

Air

Pollution

Control

Segment

   

FUEL CHEM

 

 

Segment

   

Other

   

Total

 

Revenues from external customers

  $ 3,422     $ 2,039     $     $ 5,461  

Cost of sales

    (2,347 )     (1,118 )           (3,465 )

Gross margin

    1,075       921             1,996  

Selling, general and administrative

                (2,915 )     (2,915 )

Research and development

                (413 )     (413 )

Operating income (loss) from operations

  $ 1,075     $ 921     $ (3,328 )   $ (1,332 )

 

Six months ended June 30, 2024

 

Air

Pollution

Control

Segment

   

FUEL CHEM

 

 

Segment

   

Other

   

Total

 

Revenues from external customers

  $ 6,267     $ 5,732     $     $ 11,999  

Cost of sales

    (3,833 )     (3,185 )           (7,018 )

Gross margin

    2,434       2,547             4,981  

Selling, general and administrative

                (6,590 )     (6,590 )

Research and development

                (798 )     (798 )

Operating income (loss) from operations

  $ 2,434     $ 2,547     $ (7,388 )   $ (2,407 )

 

Six months ended June 30, 2023

 

Air

Pollution

Control

Segment

   

FUEL CHEM

 

 

Segment

   

Other

   

Total

 

Revenues from external customers

  $ 6,981     $ 5,767     $     $ 12,748  

Cost of sales

    (4,941 )     (3,006 )           (7,947 )

Gross margin

    2,040       2,761             4,801  

Selling, general and administrative

                (6,160 )     (6,160 )

Research and development

  $     $     $ (631 )   $ (631 )

Operating income (loss) from operations

  $ 2,040     $ 2,761     $ (6,791 )   $ (1,990 )

 

 

 

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

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Revenues:

                               

United States

  $ 4,471     $ 4,316     $ 8,066     $ 10,297  

Foreign

    2,571       1,145       3,933       2,451  
    $ 7,042     $ 5,461     $ 11,999     $ 12,748  

 

   

June 30,

2024

   

December 31,

2023

 
Assets:                
United States   $ 45,525     $ 46,487  
Foreign     3,469       3,901  
    $ 48,994     $ 50,388  

 

 

 

 

FUEL TECH, INC.

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

(Unaudited)

(in thousands)

 

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Net Loss

  $ (421 )   $ (1,044 )   $ (140 )   $ (1,458 )

Interest income

    (334 )     (302 )     (645 )     (636  

Income tax expense

    6       -       17       -  

Depreciation expense

    81       75       161       154  

Amortization expense

    15       19       31       30  

EBITDA

    (653 )     (1,252 )     (576 )     (1,910 )

Stock compensation expense

    124       98       228       187  

Gain on employee retention credit

    -       -       (1677 )     -  

Adjusted EBITDA

  $ (529 )   $ (1,154 )   $ (2,025 )   $ (1,723 )

 

 

 

 

 

 

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.

 

 
v3.24.2.u1
Document And Entity Information
Aug. 06, 2024
Document Information [Line Items]  
Entity, Registrant Name FUEL TECH, INC.
Document, Type 8-K
Document, Period End Date Aug. 06, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-33059
Entity, Tax Identification Number 20-5657551
Entity, Address, Address Line One 27601 Bella Vista Parkway
Entity, Address, City or Town Warrenville
Entity, Address, State or Province IL
Entity, Address, Postal Zip Code 60555-1617
City Area Code 630
Local Phone Number 845-4500
Title of 12(b) Security Common Stock
Trading Symbol FTEK
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000846913

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