Business Acquisitions

6 Months Ended

Jun. 30, 2014

Business Combinations [Abstract]

Business Acquisitions

l 30, 2014 Fuel Tech acquired 100% of the capital stock of Cleveland Roll Forming Environmental Division, Inc. d/b/a PECO (“PECO”), and FGC, Inc. ("FGC"), both Ohio corporations. Pursuant to the stock purchase agreements, PECO and FGC became wholly owned subsidiaries of Fuel Tech. Fuel Tech paid to the sellers total net cash consideration of $8,079, which consists of the agreed upon purchase price of $8,250 plus a working capital adjustment of $391, less cash acquired of $562. The stock purchase agreements contains customary representations, warranties and indemnities.

PECO specializes in electrostatic precipitator (ESP) rebuilds, retrofits and associated products and services. FGC specializes in flue gas conditioning to enhance electrostatic precipitator and fabric filter performance in boilers. These acquisitions broaden our APC product portfolio and grants us immediate access into the fast-growing particulate control market, creating opportunities both domestically and abroad.

The PECO and FGC acquisitions is being accounted for using the acquisition method of accounting whereby the total purchase price is allocated to tangible and intangible assets and liabilities based on their estimated fair market values on the date of acquisition. These fair value estimates will be based on a third party valuation that is expected to be finalized in the third or forth quarter of 2014.

The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of acquisition. The approximate fair value of the assets and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as we finalize the valuations of these assets and liabilities. Such changes could result in material variances between the Company's future financial results and the amounts presented in the unaudited pro forma information, including variances in estimated purchase price, fair values recorded, and expenses associated with these items.

	Estimated Fair Values April 30, 2014
Current assets	$	2,365
Property, plant and equipment	281
Current liabilities assumed	(2,035		)
Total identifiable net assets acquired	611
Goodwill and other intangible assets	7,468
Total assets acquired	$	8,079

Included in current assets is the estimated fair value of accounts receivable of $2,215. Goodwill and other intangible assets recorded in connection with the above acquisition is primarily attributable to the synergies expected to arise after the Company's acquisition of the businesses, customer relationships, backlog associated with construction-type contracts in process, trade names, and the assembled workforce of the acquired businesses. The goodwill will be attributed to our APC technology segment and is not expected to be deductible for tax purposes.

The following table summarizes the net sales and earnings before income taxes of PECO and FGC since the acquisition date, April 30, 2014, which is included in the consolidated statement of operations for the three and six months ended June 30, 2014:

	Three and Six Months Ended June 30, 2014
Revenue	$	2,639
Net income	734
Net income per Common Share
Basic	$	0.03
Diluted	$	0.03

The following unaudited pro forma information represents the Company's results of operations as if the acquisition date had occurred on January 1, 2013:

	Three Months Ended   June 30,					Six Months Ended   June 30,
	2014			2013		2014			2013
Revenue	$	21,906		$	31,181	$	44,548		$	57,099
Net income / (loss)	(295		)	1,044		(525		)	1,468
Net income / (loss) per Common Share
Basic	$	(0.01	)	$	0.05	$	(0.02	)	$	0.07
Diluted	$	(0.01	)	$	0.04	$	(0.02	)	$	0.06

The pro forma results have been prepared for informational purposes only and include adjustments to eliminate acquisition related expenses, intercompany transactions, and to record the income tax consequences of the pro forma adjustments. The pro forma results do not include any adjustments to amortized acquired intangible assets with finite lives because the fair value of these intangibles is not yet known. These pro forma results do not purport to be indicative of the results of operations that would have occurred had the purchases been made as of the beginning of the periods presented or of the results of operations that may occur in the future.

The Company recognized approximately $48of acquisition-related costs that were expensed during the three months ended June 30, 2014. These acquisition costs are included in general and administrative expenses in the Consolidated Statement of Operations for the three and six months ended June 30, 2014.