8-K

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): September 20, 2017

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)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

The presentation furnished as Exhibit 99.1 to this report and incorporated herein by reference will be posted to the website of Fuel Tech, Inc. and will be provided at future investor presentations.

The information contained in this Item 7.01 of this report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Fuel Tech, Inc. Investor Deck

NOTE REGARDING FORWARD LOOKING STATEMENTS

This filing 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,” 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.

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: September 20, 2017	By:	/s/ Vincent J. Arnone
		Vincent J. Arnone
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Fuel Tech, Inc. Investor Deck

EX-99.1

1 September 2017 Investor Presentation

2 Safe Harbor NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation 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.

3 Air Pollution Control Low capital, high efficiency emissions control solutions. Installed worldwide on combustion units, primarily coal-fired utility and industrial. Capital project sale, typically fixed-price and turn-key. FUEL CHEM® Improves combustion efficiency, reliability, heat rate, and environmental status. Decreases unit maintenance. Allows fuel flexibility: customers can burn cheaper, lower quality coal without sacrificing performance. Diverse, customizable portfolio of low cap-ex emissions control solutions to enable clean efficient energy Addressing a Fundamental, Structural Shift in Power Generation Industry 62% 38% 2016 Revenues $55.2 M

4 2017 Overview Coming off one of the most challenging periods in Fuel Tech’s recent history…  Legislative inertia  Declining energy demand  Ongoing shift in fuel sources …we continued to execute against a series of multi-year, proactive initiatives driven by three primary mandates:  Global business development  Positive cash flow from base businesses, leveraging reduced SG&A  R&D investment Fuel Tech has installed ~ 25% of all NOx reduction systems in the US and ~ 85% of all US SNCR equipment >1,000 Installations in 26 Countries Improving backlog ~ $30 M of new contracts thus far in 2017 Higher revenues ~50% increase expected in 2H 2017 from 1H 2017 Lower expense profile ~ $19 M in costs removed (YE 2014 – 2017 F) Strong balance sheet: $0 LTD Expect improved operating results in 2H 2017

5 Investment Overview Backlog ~ $30 M of new contracts announced thus far in 2017 Focusing on Business Development, Positive Cash Flow, and R&D $30.9 $25.6 $11.1 $22.2 $8.0 $22.5 $1.5 $4.3 $4.6 SG&A Expect ~40% decline for 2017 from 2014 R&D Focus on technologies that will help define our future, in wake of Fuel Conversion suspension $35.4 2014 2015 2016 1H 2016 Proactively Managing Business and Financial Assets 2015 2016 3/31 2017 6/30 2017 ~$30.0 $ in MMs 2014 2015 2016 1H 2017 $0.6 $21.4 pf = includes $8M of contracts announced after 6/30 1H 2017 $13.9 $0.8 1H 2016 Pro forma 6/30 2017

6 Maintaining a Strong Financial Position Investment Overview $35.9 $26.6 $17.8 2014 2015 2016 6/30 2017 $39.7 2014 2015 $12.6 $18.6 2014 2016 $21.7 6/30 2017 2015 2016 0 $ Cash and Cash Equivalents Working Capital Long-Term Debt Continue to manage cash position, which should begin to trend higher due to growing backlog and elimination of losses associated with Fuel Conversion Through the implementation of corporate initiatives, we expect to sustain a working capital profile that ensures our ability to meet near-term operating and investment requirements $0 long-term balance despite significant investments in R&D 6/30 2017 $18.1 $ in MMs $0.53 p/s $0.76 p/s

7 Recent Developments Corporate Initiatives » Engaged third-party consultant to review operating model and organizational design – prioritize resource allocation – further reduce cost structure – improve operational efficiencies – strengthen balance sheet and cash flow generation capabilities – catalyze business development » Suspend pre-revenue Fuel Conversion initiative effective June 28, 2017 – staff reductions – discussions with suppliers and partners to support orderly suspension of Fuel Conversion – exploring potential monetization of certain Fuel Conversion assets » Re-direct cash flow from Fuel Conversion suspension and prior initiatives – develop new markets and applications for APC and FUEL CHEM® – pursue complementary technology applications in the water treatment and renewables markets “The combination of a refreshed business focus, lower operating costs and improved business activity will enhance our competitiveness and position us to deliver the long-term value that our stockholders expect and deserve.” - Vincent J. Arnone, President and CEO

8 Products and Services FGC = Fuel Tech Products and Services

9 Geographies and End Markets SNCR 570+ / 51,300 FUEL CHEM® 110+ / 21,900 ULTRA® 250+ / 27,700 Combustion Modifications 110+ / 16,400 SCR, ASCR, Catalyst Management Services 150+ / 63,200 U.S. China 57% 29% 14% 84% 16% 77% 89% 81% Utility Industrial ROW 68% 32% 67% 33% 87% 13% 74% 26% 68% 32% FTEK Solution Geography End Market Deployments/MW 6% 6% 9% 2% 17% 13%

10 Blue Chip Client Base U T I L I T Y I N D U S T R Y G L O B A L

11 Air Pollution Control Segment » Environment remains challenging, with lingering regulatory uncertainty despite “coal-friendly” posture of new administration » $150 M global sales pipeline » 2017 booking level highest in three years ($ in MMs) ($ in MMs) APC Revenues APC Gross Profit $42.0 $34.0 $43.5 2014 2015 2016 1H 2017 2014 2015 2016 1H 2017 $15.4 $12.9 $8.7 37% 30% 25% Overview and U.S. Market Drivers Domestic Market Drivers » Focus on Boiler MACT and maintenance drivers for ESP upgrades » Industrial project activity encouraging – ULTRA and SCRs for industrial applications (gas-fired turbines) and SNCR for units requiring compliance with latest round of CSAPR – Establishing relationships with multi-national industrial end users $9.5 $2.9 I-NOx Integrated NOx Reduction System Low Nox Burners Over-Fire Air Systems Urea SNCR Systems - NoxOUT and HERT ASCR Advanced SCR SCR Systems – Industrial Static Mixers ® ® Our APC Solutions Include ™ ® ® ® GSG Graduated Straightening Grid Ammonia Injection Grid (AIG) ULTRA and ULTRA-5 Flue Gas Conditioning Electrostatic Precipitators (ESP) SCR Services IMPULSE Cleaning Technology ™ ™ 31%

12 Air Pollution Control Segment International Market Drivers » Europe – $5 M of new contracts thus far in 2017 for SCR and ULTRA – EU Industrial Emissions Directive (effective Jan. 2016) • Covers 28 European Union member states • Installed Advanced SNCR systems on 7 units to date – Benefitting from strategic partnerships: Spain, Turkey, Poland, Czech Republic » China – $6 M of new contracts thus far in 2017, with an improving sales trend – Still a challenging market; new plant construction decreasing - 100 coal-fired projects in 11 provinces canceled in January 2017 – More stringent NOx reduction standards will lead to either: • SCR upgrades, which would require enhanced ammonia production and delivery technology (ULTRA); or • Require SNCR to increase NOx reduction » India – Licensed SNCR Technology to India’s ISGEC Heavy Engineering Ltd. (June ‘16) – Focusing on cement industry (SNCR) – India government will likely adopt a phased-in compliance program – Demand for urea to ammonia conversion should grow, similar to China G R O W T H D R I V E R S

13 FUEL CHEM® Segment » Declining revenues due to low-priced natural gas and coal-to-gas conversions » Revenues will likely decline in 2017 vs. 2016, with consistent gross margin (48% - 52%) » In U.S. market, technology to utilities as a means to: – Combat effects of reduced load profiles – Support coal blending as a cost reduction strategy » In Europe, offer technology to: – Operators of biomass and MSW units to combat slagging and fouling issues – Two demonstrations in progress and performing well » Globally expand industrial reach into pulp and paper industry – Licensed RECOVERY CHEM® technology to Amazon Papyrus, a leading supplier of specialty chemicals to the pulp and paper industry in Asia ($ in MMs) ($ in MMs) FUEL CHEM® Revenues FUEL CHEM® Gross Profit 2014 2015 2016 1H 2017 $37.0 $30.2 $21.1 2014 2015 2016 1H 2017 $19.7 $15.7 $10.1 53% 52% 48% $8.7 51% $4.4 FUEL CHEM provides plants with the flexibility to burn lower cost fuels while adhering to strict emissions control mandates Appalachian Powder River Basin Illinois Basin Biomass

14 Before TIFI® • Tenacious • Fewer pores • Hard, dense • Amorphous TIFI® Program Treatment Benefits After TIFI® • Lighter • Softer • Easier to crumble WITHOUT TIFI® WITH TIFI® Higher DP and flue gas temperature Unscheduled, high- cost boiler outages in order to remove slag No more outages for slag removal DP controlled Increased production (power) capacity Lower maintenance costs Hard Slag Formation Controlled Benefitting a Biomass Boiler

15 Operating Performance (in MMs, except per share data) Q2 2017 Q2 2016 First Half 2017 First Half 2016 Total Revenues $9.7 $15.2 $ 18.2 $33.0 Gross Profit $3.6 $5.6 $7.3 $11.6 Gross Margin % 37.2% 36.8% 40.3% 35.2% SG&A $5.9 $6.8 $11.1 $13.9 Net Loss from Continuing Ops $(5.6) $(1.8) $ (7.4) $(3.8) Net (Loss) Per Diluted Share from Continuing Operations $(0.24) $(0.08) $ (0.31) $ (0.16) Diluted Avg. Shares O/S 23.7 23.4 23.6 23.3 (1) Excludes $0.8 M in non-cash accelerated stock vesting charge Results Excluding Charges SG&A (1) $5.1 M in Q2 2017 $10.3 M in 1H 2017 Net Loss From Continuing Operations (2) $1.1 M, or $0.05 per diluted share, in Q2 2017 $2.9 M, or $0.12 per diluted share, in 1H 2017 (2) Excludes a total of $4.5 M in charges, consisting of: $3.0 M non-cash building impairment charge; $0.8 M non-cash accelerated stock vesting charge; $0.4 M in accruals associated with foreign operations; $0.2 M of incremental inventory reserves; and $0.1 M in severance.

16 Summary Continue to evolve business model to address changing energy environment and global trends At APC, focus on global business development, including international expansion Manage through challenges at FUEL CHEM via focus on additional market segments and geographies Leverage ~ $19M in annual S,G & A savings Maintain strong cash + working capital positions $0 LTD profile Continue to invest in and develop promising technologies Expect to show improved operating results in 2H 2017