-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QbZj7vJ/0dhxYRhiMr4aIiZCFFGuDJuc0vuvLi3sqY0jeogxS6SpFNKoV2QrZebp 3oPrNkotp5paIeQyhRx5lg== 0001125282-03-005774.txt : 20031028 0001125282-03-005774.hdr.sgml : 20031028 20031028080439 ACCESSION NUMBER: 0001125282-03-005774 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031028 ITEM INFORMATION: FILED AS OF DATE: 20031028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUEL TECH N V CENTRAL INDEX KEY: 0000846913 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21724 FILM NUMBER: 03959616 BUSINESS ADDRESS: STREET 1: CASTORWEG 22-24 CITY: CURACAO NETHERLANDS STATE: P7 MAIL ADDRESS: STREET 1: C/O FUEL TECH INC STREET 2: 300 ATLANTIC ST CITY: STAMFORD STATE: CT ZIP: 06901 8-K 1 b327708_8k.txt CURRENT REPORT 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) October 28, 2003 ----------------- FUEL-TECH N.V. (Exact name of registrant as specified in its charter) Netherlands Antilles 000-2174 N/A (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Fuel-Tech N.V. Fuel Tech, Inc. (Registrant) (U.S. Operating Subsidiary) Castorweg 22-24 Suite 703, 300 Atlantic Street Curacao, Netherlands Antilles Stamford CT 06901 (599) 9-461-3754 (203) 425-9830 (Address and Telephone Number of principal executive offices) Item 12. Regulation FD Disclosure On October 28, 2003 the Registrant issued the earnings release for the quarter ended September 30, 2003 attached as Exhibit 99.1 to this Current Report on Form 8-K. This information is not to be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. 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 N.V. Date: October 28, 2003 By: /s/ S. M. Schecter ------------------ Scott M. Schecter Vice President, Treasurer and Chief Financial Officer EX-99.1 3 b327708ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Date: October 28, 2003 Contact: Scott M. Schecter, Chief Financial Officer; Fuel-Tech N.V., (203) 425-9830 FUEL-TECH N.V. REPORTS THIRD QUARTER RESULTS; Y/Y REVENUE & NET INCOME INCREASES 27% AND 248%, RESPECTIVELY Stamford, CT, October 28, 2003 -- Fuel-Tech N.V., (Nasdaq: FTEK), a world leader in advanced engineering solutions for the optimization of combustion systems for utility and industrial customers, today reported results for the third quarter and nine months ended September 30, 2003. For the quarter, net sales increased 27% to $10.2 million, compared to $8.0 million in the third quarter of 2002. Net income in the third quarter increased 248% to $1.3 million, or $0.06 per diluted share, compared to $379,000, or $0.02 per diluted share, last year. For the nine month period ended September 30, 2003, net sales increased 32% to $28.2 million, compared to $21.3 million in the same period last year. Net income for the nine months was $1.4 million, or $0.06 per diluted share, compared to net income of $1.7 million, or $0.08 per diluted share, in the same period last year. Steven C. Argabright, President and Chief Operating Officer, commented, "We are pleased with our results for the third quarter. This was a record quarter for our FUEL CHEM(R) business, with revenues up 90% over last year. This growth is attributable to our increased penetration and strong performance in the Western coal-fueled utility market as well as an increase in our more traditional oil-fueled business. We continue to be extremely excited about the growth opportunities in our FUEL CHEM business. Plant managers from two large utilities and a regional co-op have visited our successful Targeted-In-Furnace- Injection application at Western Farmers' HUGO Station, and we believe that we will have commitments for demonstrations at these and other utilities between now and the end of the first quarter next year. We look forward to strong revenue growth from this business and expect year-over-year growth in the range of 75-100% in 2004." "During the quarter, we simultaneously announced two agreements with Martin Marietta Magnesia Specialties (MMMS). The first was the acquisition of MMMS' fuel treatment chemical business, and the second was the signing of a long-term chemical supply agreement. These agreements will allow us to continue to offer the highest quality fuel treatment chemicals to our customers, as well as provide additional revenue, market intelligence and an oil-fired customer base which we can leverage with our technology." Mr. Argabright continued, "Third quarter air pollution control revenues were up 8% from last year, which was less than we had internally projected, but a result of the current environment we are operating in. As we said in our last press release, two things have led to a slowing in this business. First, recent rulings related to New Source Review have caused our utility customers to reassess compliance plans to ensure that they will meet their overall NOx reduction requirements in the most cost-effective manner. Although we expect these recent rulings to benefit us in the future, the impact in the near-term is a delay in orders. Second, as we have discussed many times in the past, many utilities are experiencing significant capital constraints. This, coupled with depressed NOx allowance prices, the result of mild weather and weak demand for power, has caused some utilities to delay capital spending and meet their requirements on a short-term basis through the purchase of allowances and other temporary means. It is important to note that these revenues are not going away, but merely being postponed. We are doing everything we can to work with our customers as they finalize their compliance plans, and we expect this business to pick up in the second half of 2004 and be strong in 2005 and 2006." Conference Call As a reminder, Fuel-Tech N.V will be hosting a conference call at 10:00 AM ET on Tuesday, October 28, 2003, to further discuss these results. The call will be simultaneously broadcast over the Internet at www.fueltechnv.com and can be accessed under the subheading of "Investors" on the homepage. About Fuel-Tech N.V. Fuel-Tech N.V. is a leading technology company providing proprietary advanced engineering solutions for the optimization of combustion systems for utility and industrial customers. The Company's NOx reduction processes, which include the NOxOUT(R), NOxOUT CASCADE(R), NOxOUT ULTRA(R), Rich Reagent Injection (RRI) and NOxOUT SCR(R) technologies, have established Fuel-Tech N.V. as a leader in post combustion NOx control systems, which are installed on over 300 units worldwide. New technologies that have grown out of the core NOx reduction business form the basis of the FUEL CHEM(R) and ACUITIV(TM) businesses. FUEL CHEM technology centers around the unique application of chemicals to improve the performance of combustion units while the Company's ACUITIV business includes high-end visualization software that was developed as part of Fuel Tech's sophisticated Computational Fluid Dynamics (CFD) modeling techniques utilized to predict the behavior of industrial processes. The Company's FUEL CHEM products are being applied to over 80 combustion units burning a variety of fuels. For more information, visit Fuel-Tech N.V.'s web site at www.fueltechnv.com. This press release may contain statements of a forward-looking nature regarding future events. These statements are only predictions and actual events may differ materially. Please refer to documents that Fuel-Tech N.V. files from time to time with the Securities and Exchange Commission for a discussion of certain factors that could cause actual results to differ materially from those contained in the forward-looking statements. (Tables to Follow) FUEL-TECH N.V. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands of U.S. dollars, except share data)
September 30, December 31, 2003 2002 --------------- --------------- (Unaudited) Assets Current assets: Cash and cash equivalents $ 5,791 $ 10,939 Accounts receivable, net 9,661 8,849 Prepaid expenses and other current assets 1,456 1,164 ------------- --------------- Total current assets 16,908 20,952 Equipment, net of accumulated depreciation of $5,867 and $5,118, respectively 2,182 2,123 Goodwill, net of accumulated amortization of $924 2,119 2,119 Other intangible asset 1,298 - Other 673 675 --------------- --------------- Total assets $ 23,180 $ 25,869 =============== =============== Liabilities and stockholders' equity Current liabilities: Accounts payable $ 2,684 $ 5,065 Accrued expenses 1,733 1,940 --------------- --------------- Total current liabilities 4,417 7,005 Long-term debt - 1,800 Other liabilities 260 259 --------------- --------------- Total liabilities 4,677 9,064 Stockholders' equity: Common stock, par value $0.01 per share, authorized 40,000,000 shares, 19,895,503 and 19,613,817 shares issued, respectively 199 196 Additional paid-in capital 90,636 90,315 Accumulated deficit (71,753) (73,150) Accumulated other comprehensive income 22 10 Treasury stock (1,133) (1,098) Nil coupon perpetual loan notes 532 532 --------------- --------------- Total stockholders' equity 18,503 16,805 --------------- --------------- Total liabilities and stockholders' equity $ 23,180 $ 25,869 =============== ===============
FUEL-TECH N.V. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands of U.S. dollars, except share data)
Three Months Ended Nine Months Ended September 30 September 30 2003 2002 2003 2002 ---------------------- ---------------------- Net sales $ 10,178 $ 8,033 $ 28,182 $ 21,275 Costs and expenses: Cost of sales 5,592 4,462 17,412 11,175 Selling, general and administrative 2,961 2,717 8,565 7,725 Research and development 314 394 920 1,041 -------- ------- ------- --------- Operating income 1,311 460 1,285 1,334 (Loss) income from equity interest in affiliates - (27) - 196 Interest expense - (37) (25) (114) Other income, net 6 (17) 140 254 --------- --------- --------- ------- Income before taxes 1,317 379 1,400 1,670 Income taxes - - - 50 ---------- -------- -------- ------- Net income $ 1,317 $ 379 $ 1,400 $ 1,720 ========= ======== ========= ======= Net income per common share: Basic $ .07 $ .02 $ .07 $ .09 ========== ========= =========== ========= Diluted $ .06 $ .02 $ .06 $ .08 ========== ========= =========== ========= Average number of common shares outstanding: Basic 19,744,000 19,454,000 19,629,000 19,299,000 ========== ========== ========== ========== Diluted 22,748,000 22,422,000 22,325,000 22,565,000 ========== ========== ========== ==========
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