-----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, CElzYeiGBsEjkzqFtCDk53qfbaKq6TMmI8c99wyX04B7+WaLXrf8sfJOUdrhk6G2 AlkMWvVMJzZb7h76WRsdig== 0001125282-04-005451.txt : 20041102 0001125282-04-005451.hdr.sgml : 20041102 20041102115319 ACCESSION NUMBER: 0001125282-04-005451 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041102 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20041102 DATE AS OF CHANGE: 20041102 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: 041112223 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 b401924_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) November 2, 2004 ---------------- FUEL-TECH N.V. (Exact name of registrant as specified in its charter) NETHERLANDS ANTILLES 000-2174 N/A (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) FUEL-TECH N.V. FUEL TECH, INC. (Registrant) (U.S. Operating Subsidiary) CASTORWEG 22-24 695 EAST MAIN STREET A-1 CURACAO, NETHERLANDS ANTILLES STAMFORD CT 06901 (599) 9-461-3754 (203) 425-9830 (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES) ITEM 7.01. REGULATION FD DISCLOSURE On November 2, 2004 the Registrant issued the earnings release for the quarter ended September 30, 2004 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: November 2, 2004 By: /s/ V. J. Arnone -------------------- Vincent J. Arnone Vice President, Treasurer and Chief Financial Officer EX-99.1 2 b401924ex_99-1.txt EXHIBIT 99.1 Exhibit 99.1 Date: November 2, 2004 Contact: Tracy H. Krumme, Director, Investor Relations, Fuel-Tech N.V., (203) 425-9830 Vincent J. Arnone, Chief Financial Officer; Fuel-Tech N.V., (630) 845-4500 FOR IMMEDIATE RELEASE FUEL-TECH N.V. REPORTS THIRD-QUARTER RESULTS FUEL CHEM(R) NINE-MONTH REVENUE GROWTH EXCEEDS 70 % STAMFORD, CONN.- NOVEMBER 2, 2004 -- Fuel-Tech N.V. (Nasdaq: FTEK), a world leader in advanced engineering solutions for the optimization of combustion systems in utility and industrial applications, today reported results for the third quarter and nine months ended September 30, 2004. For the third quarter, net sales were $9.6 million versus $10.2 million in the comparable prior-year period. Net income for the quarter was $1.0 million, or $0.05 per diluted share, compared with net income of $1.3 million, or $0.06 per diluted share, in the same quarter a year ago. Net sales year to date were $23.1 million, down from $28.2 million in 2003. Net income year to date was $261,000, or $0.01 per diluted share, compared with net income of $1,400,000, or $0.07 per diluted share, in 2003. "The third-quarter results are in line with our expectations. Although down slightly from the comparable prior-year quarter, both the air pollution control and Fuel Chem businesses showed incremental improvement from the second quarter of this year," commented Steven C. Argabright, President and Chief Operating Officer. "The air pollution control business has begun to show the improvement that we had expected in the second half of the year, and we have realized approximately $15 million in project bookings since June 1. Accelerated revenues are expected in this business in 2005 and 2006. The Fuel Chem business had a record quarter, with revenues in excess of $5 million. Revenue growth year-to-date has exceeded 70% with the improvement attributable to increased penetration of the Western coal-fired utility market and, to a lesser degree, revenues associated with the business acquired September 30, 2003 from Martin Marietta Magnesia Specialties, LLC." Mr. Argabright continued, "We are pleased with the recent orders that have been received for our air pollution control business and we expect additional orders as we move into 2005. Our sales focus in the air pollution control business remains the creation of alliances with major utilities. Further, we continue to be excited by the prospects for continued revenue growth in the Fuel Chem business. Our sales and marketing efforts are intensely focused on penetrating the Western coal-fired marketplace, as this segment represents the largest opportunity for the fuel treatment chemical business. We are optimistic that additional orders will be received from both new and existing customers in the near future." CONFERENCE CALL As a reminder, Fuel-Tech N.V will be hosting a telephone conference call at 10:00 AM EST on Tuesday, November 2nd, 2004, to discuss third-quarter results. This conference will simultaneously be broadcast over the Internet at www.fueltechnv.com and can be accessed under the subheading of "Investors" on the home page. 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 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 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. FUEL-TECH N.V. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands of U.S. dollars, except share data)
September 30, December 31, 2004 2003 --------------- --------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 5,281 $ 7,812 Accounts receivable, net 7,221 6,095 Prepaid expenses and other current assets 1,821 1,107 -------- -------- Total current assets 14,323 15,014 Equipment, net of accumulated depreciation of $6,847 and $6,165, respectively 3,077 2,127 Goodwill 2,119 2,119 Other intangible assets, net of accumulated amortization of $97 and $24, respectively 1,201 1,274 Other 806 1,064 -------- -------- Total assets $ 21,526 $ 21,598 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,374 $ 2,244 Accrued expenses 1,304 1,744 -------- -------- Total current liabilities 3,678 3,988 Other liabilities 277 299 -------- -------- Total liabilities 3,955 4,287 Stockholders' equity: Common stock, par value $0.01 per share, authorized 40,000,000 shares, 19,520,812 and 19,621,503 shares issued, respectively 195 196 Additional paid-in capital 88,586 89,698 Accumulated deficit (71,769) (72,030) Accumulated other comprehensive income 27 48 Treasury stock -- (1,133) Nil coupon perpetual loan notes 532 532 -------- -------- Total stockholders' equity 17,571 17,311 -------- -------- Total liabilities and stockholders' equity $ 21,526 $ 21,598 ======== ========
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 2004 2003 2004 2003 -------------------- --------------------- Net sales $ 9,577 $ 10,178 $ 23,081 $ 28,182 Costs and expenses: Cost of sales 4,813 5,592 12,225 17,412 Selling, general and administrative 3,398 2,961 9,664 8,565 Research and development 322 314 895 920 ------------ ------------ ------------ ------------ Operating income 1,044 1,311 297 1,285 Interest expense -- -- -- (25) Other (loss) income, net (6) 6 (36) 140 ------------ ------------ ------------ ------------ Income before taxes 1,038 1,317 261 1,400 Income taxes -- -- -- -- ------------ ------------ ------------ ------------ Net income $ 1,038 $ 1,317 $ 261 $ 1,400 ============ ============ ============ ============ Net income per common share: Basic $ .05 $ .07 $ .01 $ .07 ============ ============ ============ ============ Diluted $ .05 $ .06 $ .01 $ .06 ============ ============ ============ ============ Average number of common shares outstanding: Basic 19,519,000 19,744,000 19,512,000 19,629,000 ============ ============ ============ ============ Diluted 22,149,000 22,748,000 22,127,000 22,325,000 ============ ============ ============ ============
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