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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number: 000-21724
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FUEL-TECH N.V.
(Exact name of registrant as specified in its charter)
Netherlands Antilles N.A.
-------------------- -----------------
(State of Incorporation) (I.R.S. Employer
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)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes |X| No |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in rule 12b-2 under the Securities Exchange Act of 1934).
Yes |X| No |_|
As of April 20, 2005, there were outstanding 19,938,779 shares of Common Stock,
par value $0.01 per share, of the registrant.
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FUEL-TECH N.V.
Form 10-Q for the three-month period ended March 31, 2005
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2005 1
and December 31, 2004
Condensed Consolidated Statements of Operations for the Three- 2
Month Periods Ended March 31, 2005 and 2004
Condensed Consolidated Statements of Cash Flows for the Three- 3
Month Periods Ended March 31, 2005 and 2004
Notes to the Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of 9
Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
Item 4. Controls and Procedures 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FUEL-TECH N.V.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars, except share data)
March 31, December 31,
2005 2004
------------ ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 6,346 $ 6,531
Accounts receivable, net 9,126 7,358
Deferred income taxes 26 500
Prepaid expenses and other current assets 1,761 1,271
-------- --------
Total current assets 17,259 15,660
Equipment, net of accumulated depreciation of
$7,526 and $7,209, respectively 3,311 2,863
Goodwill 2,119 2,119
Other intangible assets, net of accumulated amortization
of $1,000 and $968, respectively 1,324 1,342
Deferred income taxes 1,144 1,144
Other assets 840 700
-------- --------
Total assets $ 25,997 $ 23,828
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,035 $ 2,705
Accrued expenses 1,538 1,663
-------- --------
Total current liabilities 5,573 4,368
Other liabilities 492 505
-------- --------
Total liabilities 6,065 4,873
Stockholders' equity:
Common stock, par value $0.01 per share,
authorized 40,000,000 shares, 19,938,779
and 19,529,952 shares issued, respectively 199 195
Additional paid-in capital 88,865 88,600
Accumulated deficit (69,705) (70,458)
Accumulated other comprehensive income 41 86
Nil coupon perpetual loan notes 532 532
-------- --------
Total stockholders' equity 19,932 18,955
Total liabilities and stockholders' equity $ 25,997 $ 23,828
======== ========
See notes to condensed consolidated financial statements.
1
FUEL-TECH N.V.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands of U.S. dollars, except share data)
Three Months Ended
March 31
----------------------------
2005 2004
------------ -------------
Net sales $ 12,051 $ 6,152
Costs and expenses:
Cost of sales 6,397 3,216
Selling, general and administrative 4,056 3,177
Research and development 334 303
------------ ------------
10,787 6,696
------------ ------------
Operating income (loss) 1,264 (544)
Other (expense) income, net (28) 13
------------ ------------
Income (loss) before taxes 1,236 (531)
Income taxes (483) -
------------ ------------
Net income (loss) $ 753 $ (531)
============ ============
Net income (loss) per Common Share:
Basic $ .04 $ (.03)
============ ============
Diluted $ .03 $ (.03)
============ ============
Average number of Common Shares outstanding:
Basic 19,683,000 19,504,000
============ ============
Diluted 22,587,000 19,504,000
============ ============
See notes to condensed consolidated financial statements.
2
FUEL-TECH N.V.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands of U.S. dollars)
Three Months Ended
March 31
---------------------
2005 2004
------ --------
OPERATING ACTIVITIES
Net cash provided by (used in)
operating activities $ 424 $ (829)
------- -------
INVESTING ACTIVITIES
Purchases of equipment and patents (833) (850)
------- -------
Net cash used in investing activities (833) (850)
------- -------
FINANCING ACTIVITIES
Exercise of stock options 269 4
------- -------
Net cash provided by
financing activities 269 4
------- -------
Effect of exchange rate fluctuations on cash (45) (22)
------- -------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (185) (1,697)
Cash and cash equivalents at beginning
of period 6,531 7,812
------- -------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 6,346 $ 6,115
======= =======
See notes to condensed consolidated financial statements.
3
FUEL-TECH N.V.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005
(Unaudited)
NOTE A: BASIS OF PRESENTATION
The accompanying unaudited, condensed, consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation of
the results of operations for the periods covered have been included. Operating
results for the three-month period ended March 31, 2005 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2005.
The balance sheet at December 31, 2004 has been derived from the audited
financial statements at that date, but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in Fuel-Tech N.V.'s Annual Report on Form 10-K for
the year ended December 31, 2004.
Fuel-Tech N.V., through its subsidiaries ("Fuel Tech"), is a technology company
active in the business of air pollution control. Fuel Tech, incorporated in 1987
under the laws of the Netherlands Antilles, is registered at Castorweg 22--24 in
Curacao under No. 1334/N.V.
4
NOTE B: EARNINGS PER SHARE DATA
Basic earnings per share excludes the dilutive effects of stock options and
warrants and of the nil coupon non-redeemable convertible unsecured loan notes.
Diluted earnings per share includes the dilutive effect of stock options and
warrants and of the nil coupon non-redeemable convertible unsecured loan notes.
The following table sets forth the weighted-average shares (in thousands) used
in calculating the earnings per share for the three-month periods ended March
31, 2005 and 2004:
For the three months ended
March 31
---------------------------
2005 2004
----------- ----------
Basic weighted-average shares 19,683 19,504
Conversion of unsecured loan notes 85 -
Unexercised options and warrants 2,819 -
--------- --------
Diluted weighted-average shares 22,587 19,504
========= ========
NOTE C: TOTAL COMPREHENSIVE INCOME (LOSS)
Total comprehensive income for Fuel Tech is comprised of net income (loss) and
the impact of foreign currency translation as follows:
For the three months ended
March 31
------------------------------------------
2005 2004
---------------- -------------------
Comprehensive income (loss):
Net income (loss) $ 753,000 $(531,000)
Foreign currency translation (45,000) (22,000)
---------------- ----------------
$708,000 $(553,000)
================ ================
NOTE D: DERIVATIVE FINANCIAL INSTRUMENTS
Foreign Currency Risk Management:
Fuel Tech's earnings and cash flow are subject to fluctuations due to changes in
foreign currency exchange rates. Fuel Tech does not enter into foreign currency
forward contracts or into foreign currency option contracts to manage this risk
due to the immaterial nature of the transactions involved.
5
NOTE E: STOCK-BASED COMPENSATION
Fuel Tech accounts for stock option grants in accordance with Accounting
Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to
Employees." Under Fuel Tech's current plan, options may be granted at not less
than the fair market value on the date of grant, and therefore, no compensation
expense is recognized for the stock options granted.
If compensation expense for Fuel Tech's plans had been determined based on the
fair value at the grant dates for awards under its plans, consistent with the
method described in SFAS No. 123, "Accounting for Stock-Based Compensation,"
Fuel Tech's net income and income per share would have been adjusted as follows
for the three-month periods ended March 31, 2005 and 2004:
For the three months ended
March 31
----------------------------------
2005 2004
----------- -------------
Net Income (loss)
As reported $753 $ (531)
As adjusted 562 (700)
Basic and diluted income
(loss) per share:
Basic - as reported $.04 $ (.03)
Basic - as adjusted $.03 $ (.04)
Diluted - as reported $.03 $ (.03)
Diluted - as adjusted $.02 $ (.04)
The application of the "As adjusted" disclosures presented above are not
representative of the effects SFAS No. 123 may have on such operating results in
future years due to the timing of stock option grants and considering that
options vest over a period of immediately to four years.
6
NOTE F: DEBT
Fuel Tech, Inc. (FTI) has a $15.0 million revolving credit facility expiring
July 31, 2006, which is collateralized by all personal property owned by FTI.
FTI can use this facility for cash advances and standby letters of credit. Cash
advances under this facility bear interest based on the following:
- The Bank Prime Rate reduced by a range of zero to 50 basis points, or
- The Bank Interbank Offering Rate increased by a range of 200 to 250
basis points
Fuel Tech can choose which rate to apply to borrowings. At March 31, 2005, there
were no borrowings outstanding on the facility.
NOTE G: DISCONTINUATION OF ACUITIV(TM) BUSINESS
Effective March 1, 2005, Fuel Tech announced that it would discontinue
commercialization activities associated with its ACUITIV visualization software
business. The software will continue to be maintained and utilized internally on
a prospective basis because it is an essential tool in the design, marketing and
sale of Fuel Tech's Nitrogen Oxide (NOx) reduction and FUEL CHEM(R) product
applications.
As part of the cessation of activities, Fuel Tech terminated three individuals,
and a charge of $31,000 for severance obligations was recorded in the "Selling,
general and administrative" expense line item in the condensed consolidated
statement of operations for the three-month period ended March 31, 2005.
In addition, effective December 31, 2004, patent assets related to the ACUITIV
visualization software business were deemed impaired. The impact of the
impairment loss for Fuel Tech was $88,000 and was recorded in the "Other
(expense) income, net" line item in the consolidated statements of operations
for the year ended December 31, 2004.
NOTE H: BUSINESS SEGMENT AND GEOGRAPHIC DISCLOSURES
Fuel Tech is organized into three reportable segments, two that provide advanced
engineering solutions for the optimization of combustion systems in utility and
industrial applications, and one that markets and sells visualization software.
The two segments that comprise the advanced engineering solutions product
offerings are as follows:
- The NOx reduction technology segment, which includes the NOxOUT(R),
NOxOUT CASCADE(R), NOxOUT ULTRA(R) and NOxOUT SCR(R) processes for the
reduction of NOx emissions in flue gas from boilers, incinerators,
furnaces and other stationary combustion sources, and
- The fuel treatment chemical segment, which uses chemical processes for
the control of slagging, fouling, and corrosion and for plume abatement
in furnaces and boilers through the addition of chemicals into the fuel
or by Targeted In-Furnace Injection (TIFI).
As described in Note G above, the segment that markets and sells visualization
software was discontinued effective March 1, 2005. The visualization software
segment does not meet the materiality test for disclosure and is aggregated in
"Other" below. In addition, "Other" also includes those profit and loss items
not allocated by Fuel Tech to each reportable segment. Lastly, there are no
intersegment sales that require elimination.
Fuel Tech evaluates performance and allocates resources based on reviewing gross
margin by reportable segment. The accounting policies of the reportable segments
are the same as those described in the summary of significant accounting
policies. Fuel Tech does not review assets by reportable segment, but rather, in
aggregate for Fuel Tech as a whole.
7
Information about reporting segment net sales and gross margin are provided
below:
- ------------------------------------ ------------------- -------------------- -------------------- -------------------
For the three months ended Nitrogen Oxide Fuel Treatment Other Total
March 31, 2005 Reduction Chemical
- ------------------------------------ ------------------- -------------------- -------------------- -------------------
Net sales from external customers $8,320,000 $3,727,000 $ 4,000 $12,051,000
- ------------------------------------ ------------------- -------------------- -------------------- -------------------
Cost of sales 4,292,000 2,008,000 97,000 6,397,000
- ------------------------------------ ------------------- -------------------- -------------------- -------------------
Gross margin 4,028,000 1,719,000 (93,000) 5,654,000
- ------------------------------------ ------------------- -------------------- -------------------- -------------------
Selling, general and administrative - - 4,056,000 4,056,000
- ------------------------------------ ------------------- -------------------- -------------------- -------------------
Research and development - - 334,000 334,000
- ------------------------------------ ------------------- -------------------- -------------------- -------------------
Operating income (loss) $4,028,000 $1,719,000 $(4,483,000) $ 1,264,000
- ------------------------------------ =================== ==================== ==================== ===================
- ------------------------------------ ------------------- -------------------- -------------------- -------------------
For the three months ended Nitrogen Oxide Fuel Treatment Other Total
March 31, 2004 Reduction Chemical
- ------------------------------------ ------------------- -------------------- -------------------- -------------------
Net sales from external customers $2,442,000 $3,708,000 $ 2,000 $6,152,000
- ------------------------------------ ------------------- -------------------- -------------------- -------------------
Cost of sales 1,388,000 1,764,000 64,000 3,216,000
- ------------------------------------ ------------------- -------------------- -------------------- -------------------
Gross margin 1,054,000 1,944,000 (62,000) 2,936,000
- ------------------------------------ ------------------- -------------------- -------------------- -------------------
Selling, general and administrative - - 3,177,000 3,177,000
- ------------------------------------ ------------------- -------------------- -------------------- -------------------
Research and development - - 303,000 303,000
- ------------------------------------ ------------------- -------------------- -------------------- -------------------
Operating income (loss) $1,054,000 $1,944,000 $(3,542,000) $ 544,000
- ------------------------------------ =================== ==================== ==================== ===================
Information concerning Fuel Tech's operations by geographic area is provided
below. Revenues are attributed to countries based on the location of the
customer. Assets are those directly associated with operations of the geographic
area.
For the three months ended
March 31
---------------------------------
2005 2004
----------- ------------
Revenues:
United States $10,051,000 $ 4,577,000
Foreign 2,000,000 1,575,000
----------- -----------
$12,051,000 $ 6,152,000
=========== ===========
March 31, December 31,
2005 2004
----------- ------------
Assets:
United States $23,238,000 $21,641,000
Foreign 2,759,000 2,187,000
----------- -----------
$25,997,000 $23,828,000
=========== ===========
8
FUEL-TECH N.V.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
Net sales for the three months ended March 31, 2005 and 2004 were $12,051,000
and $6,152,000, respectively. The year-on-year increase is due to a $5,878,000
increase in revenues derived from the nitrogen oxide (NOx) reduction business.
This business segment, which began to show increased strength in the second half
of 2004, is experiencing a robust period of order activity. Utilities and
industrial facilities that are impacted by the Environmental Protection Agency's
(EPA) State Implementation Plan (SIP) Call regulation are continuing to prove
that Fuel Tech's technology is a viable tool in their ongoing regulatory
compliance planning. Fuel Tech continues to work towards developing alliance
agreements with critical customers looking to finalize their compliance plans.
The fuel treatment chemical business segment generated revenues of $3,727,000
for the first quarter of 2005. This performance was slightly favorable to the
first quarter of the prior year. Revenues were impacted by the following
circumstances in the first quarter:
- Demonstration programs- there were three demonstration programs during
the first quarter of the year that did not yield commercial revenues.
One was a no-cost demonstration at a critical coal-fired utility,
while the other two demonstrations were conducted on oil-fired units,
and were structured on a cost-share basis. Under cost-share
arrangements, during the demonstration period, Fuel Tech will invoice
the customer at a specified percentage of the commercial price. At the
end of the demonstration, if Fuel Tech meets the criteria for success
that were established for the program, Fuel Tech will invoice the
customer for the remaining percentage of the commercial price. These
latter two demonstrations do not reach their evaluation date until the
second quarter.
- Coal supply chain issues- during the quarter ended March 31, 2005, one
critical Western-coal fired utility unit was significantly derated
unexpectedly for an extended period of time due to the inability to
have the required amounts of Western coal delivered to the plant.
Supply chain issues were the reason for the lack of coal.
Fuel Tech's TIFI technology alleviates the slagging and fouling issues
associated with burning coals that are high in low-melting-point ash
constituents, such as sodium. More than half of the coal burned today to
generate electricity is Western coal and it is Western coal that has higher
levels of low-melting-point ash constituents.
Due to its lower cost and lower pollutant content relative to Eastern coals,
Western coals are being burned in larger quantities, and on an increasing number
of facilities. Consequently, the penetration of the Western coal-fired utility
market remains as the primary priority for this business segment.
Cost of sales as a percentage of net sales for the for the three-month period
ended March 31, 2005 increased slightly to 53% from 52% in the first quarter of
the prior year. The cost of sales percentage for the nitrogen oxide business
decreased to 52% in the first quarter of 2005 from 57% in the first quarter of
last year. The decrease is attributable to the mix of project business. For the
fuel treatment chemical business, the cost of sales percentage increased to 54%
in the first quarter of 2005 from 48% in 2004. The increase is due to the impact
of demonstrations, which was noted above.
Selling, general and administrative expenses were $4,056,000 and $3,177,000 for
the three months ended March 31, 2005 and 2004, respectively. The increase is
primarily attributable to human resource-related expenses as staffing levels
were increased in several areas in anticipation of overall business growth.
Revenue-related expenses related to the NOx reduction business also contributed
to the increase.
Research and development expenses for the quarter ended March 31, 2005 were
$334,000, an increase of $31,000 over the first quarter of 2004. Fuel Tech
continues to pursue commercial applications for its technologies outside of its
traditional markets, from both an industrial and geographical perspective. In
the first quarter of 2005, Fuel Tech funded a successful demonstration of its
TIFI technology in Mexico with a research facility owned by the Mexican
government.
9
The decline in other income and expense for the three months ended March 31,
2005 versus the prior year is due principally to the impact of foreign currency
translation.
At March 31, 2005, Fuel Tech recorded tax expense of $483,000. This amount
represents $474,000 in deferred tax expense and $9,000 in current state income
tax expense. Fuel Tech reduced the current deferred tax asset balance by
$474,000 due to the realization of taxable income in the first quarter of 2005.
At December 31, 2004, Fuel Tech recorded a $1,500,000 reduction in the deferred
tax asset valuation allowance, which represented the anticipated utilization of
net operating loss carryforwards in subsequent years. Based on a review of both
historical and projected taxable income, Fuel Tech had concluded that it was
more likely than not that some portion of the net operating losses would be
utilized in subsequent years and that a reduction in the deferred tax valuation
allowance was required. No provision for federal or state income taxes was
recorded during the three-month period ended March 31, 2004 due to the existence
of net operating loss carryforwards.
LIQUIDITY AND SOURCES OF CAPITAL
At March 31, 2005, Fuel Tech had cash and cash equivalents of $6,346,000 and
working capital of $11,686,000 versus $6,531,000 and $11,292,000 at the end of
2004, respectively. Operating activities provided $424,000 of cash in the first
quarter of 2005 primarily due to Fuel Tech's operating profit before
depreciation and amortization. Investing activities used cash of $833,000 during
the year, the majority of which was used for equipment related to the fuel
treatment chemical business. Fuel Tech generated cash from the exercise of stock
options in the amount of $269,000.
10
FORWARD-LOOKING STATEMENTS
Statements in this Form 10-Q that are not historical facts, so-called
"forward-looking statements," are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. 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. See "Risk Factors of the Business" in Item 1, "Business," and also
Item 7, "Management's Discussion and Analysis of Financial Condition and Results
of Operations" in Fuel Tech's Form 10-K for the year ended December 31, 2004.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Risk Management:
Fuel Tech's earnings and cash flow are subject to fluctuations due to changes in
foreign currency exchange rates. Fuel Tech does not enter into foreign currency
forward contracts or into foreign currency option contracts to manage this risk
due to the immaterial nature of the transactions involved.
Item 4. Controls and Procedures
Fuel Tech maintains disclosure controls and procedures and internal controls
designed to ensure that information required to be disclosed in Fuel Tech's
filings under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms. Fuel Tech's management, with the
participation of its principal executive and financial officers, has evaluated
the effectiveness of Fuel Tech's disclosure controls and procedures as of the
end of the period covered by this Quarterly Report on Form 10-Q. Fuel Tech's
principal executive and financial officers have concluded, based on such
evaluation, that such disclosure controls and procedures were effective for the
purpose for which they were designed as of the end of such period.
In performing the evaluation of internal controls as of December 31, 2004, one
instance was found where the procedures and controls were insufficient to ensure
that infrequent or unusual business transactions, such as lease agreements, are
analyzed, recorded, and monitored in the context of authoritative accounting
guidance such that these transactions are recognized in accordance with
generally accepted accounting principles. Rent expense during 2004 was
understated due to the accounting treatment for a "free rent" period that was
provided in its lease agreement for its corporate headquarters. Fuel Tech had
recorded rent expense in accordance with the required rental payment schedule in
the lease, rather than amortizing the total minimum lease payments over the full
term of the lease. The adjustment for additional rent expense of $123,000 was
recorded subsequent to the press release issued on Thursday, March 3, 2005. Fuel
Tech has only one other building lease agreement.
To remediate the material weakness that was recognized in Fuel Tech's internal
control over financial reporting, Fuel Tech implemented additional review
procedures over the factors affecting infrequent or unusual business
transactions, including lease agreements. These additional procedures include
inquiries of all management personnel that can legally bind Fuel Tech to
infrequent or unusual business transactions. If the inquiries reveal that Fuel
Tech has entered into infrequent or unusual business transactions, such
transactions are documented, analyzed, recorded, and monitored in the context of
authoritative accounting guidance.
Other than the addition of this procedure, there was no change in Fuel Tech's
internal control over financial reporting that was identified in connection with
such evaluation that occurred during the period covered by this Quarterly Report
on Form 10-Q that has materially affected, or is reasonably likely to materially
affect, Fuel Tech's internal control over financial reporting.
11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits
a. Exhibits
Exhibit 31.1 and 31.2 are filed herewith
Exhibit 32 is furnished herewith
b. Reports on Form 8-K
None
12
FUEL-TECH N.V.
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 thereunto duly authorized.
Date: May 5, 2005 By: /s/ Ralph E. Bailey
--------------------------------------
Ralph E. Bailey
Chairman, Managing Director
and Chief Executive Officer
Date: May 5, 2005 By: /s/ Vincent J. Arnone
--------------------------------------
Vincent J. Arnone
Chief Financial Officer,
Vice President and Treasurer
13