Fuel Tech (FTEK) 8-K/A Statement of Changes In Stockholders’ Equity

EXHIBIT 99.2

Fuel Tech, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
For the Fiscal Year ended December 31, 2008
(in thousands)

				Advanced
				Combustion
	Fuel Tech, Inc.			Technology, Inc.			Acquisition
	(audited)			(audited)			Adjustments			Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	28,149		$	1,152		$	(23,252)	(a)	$	6,049
Short-term investments		—			29			(29)	(a)		—
Accounts receivable, net of allowances		23,365			8,327			—			31,692
Inventories		1,014			—			—			1,014
Deferred income taxes		767			—			—			767
Prepaid expenses and other current assets		4,718			83			—			4,801
Total current assets		58,013			9,591			(23,281	)		44,323
Equipment, net of accumulated depreciation		17,515			—			—			17,515
Goodwill and other intangible assets, net of accumulated amortization		7,701			—			18,080	(b)		25,781
Deferred income taxes		2,412			—			—			2,412
Other assets		3,232			—			—			3,232
Total assets	$	88,873		$	9,591		$	(5,201	)	$	93,263
Liabilities and stockholders’ equity
Current liabilities:
Short-term borrowings	$	2,188		$	—		$	—		$	2,188
Accounts payable		8,196			2,743			—			10,939
Accrued liabilities:
Employee compensation		510			245			—			755
Other accrued liabilities		2,773			1,509			(107)	(c)		4,175
Total current liabilities		13,667			4,497			—			18,057
Other noncurrent liabilities/ shareholder loans		1,389			4,664			(4,664)	(c)		1,389
Total liabilities		15,056			9,161			(4,771	)		19,446
Stockholders’ equity:
Common stock		241			9			(9)	(d)		241
Additional paid-in capital		118,588			491			(491)	(d)		118,588
Retained earnings accumulated deficit		(45,280	)		(70	)		70	(d)		(45,280	)
Accumulated other comprehensive income		187			—			—			187
Nil coupon perpetual loan notes		81			—			—			81
Total stockholders’ equity (deficit)		73,817			430			(430	)		73,817
Total liabilities and stockholders’ equity (deficit)	$	88,873		$	9,591		$	(5,201	)	$	93,263

(a)	To reflect the funding of the acquisition and the elimination of certain assets that were not acquired.
(b)	To reflect the estimated fair value of intangible assets and cost in excess of net assets acquired (goodwill) as a result of the acquisition. No amortization of the intangible assets has occurred pending the finalization of the purchase price allocation.
(c)	To reflect the repayment of outstanding shareholder loans reflected on ACT’s books and the elimination of related interest.
(d)	To reflect the elimination of ACT’s historical equity accounts.

Fuel Tech, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Fiscal Year ended December 31, 2008
(in thousands)

				Advanced
				Combustion
	Fuel Tech, Inc.			Technology, Inc.			Acquisition
	(audited)			(audited)			Adjustments			Pro Forma
Statement of operations:
Net sales	$	81,074		$	47,573					$	128,647
Costs and expenses:
Cost of sales		44,345			31,840						76,185
Selling, general, and administrative		28,012			12,930						40,942
Research and development		2,100			—						2,100
		74,457			44,770			—			119,227
Operating income		6,617			2,803						9,420
Interest expense		(135	)		(107	)		107	(a)		(135	)
Interest income		741			21			(681	)(b)		81
Other expense		(226	)		—						(226	)
Income before taxes		6,997			2,717			(574	)		9,145
Income tax expense		(3,395	)		—			(1,087	)(c)		(4,482	)
Net income	$	3,602		$	2,717		$	(1,661	)	$	4,658
Net income per Common Share:
Basic	$	0.15								$	0.19
Diluted	$	0.15								$	0.19
Weighted average number of Common Shares outstanding:
Basic		24,082,000									24,082,000
Diluted		24,477,000									24,477,000

(a)	To reflect the reduction of interest expense due to the elimination of shareholder loans.
(b)	To reflect the reduction in interest income due to funding of the acquisition and the exclusion of non acquired assets.
(c)	To reflect the effect income tax expense using Fuel Tech’s effective tax rate as of December 31, 2008.