美國
證券和交易委員會
華盛頓特區 20549
表格
（標記一）
| | 根據1934年證券交易法第13或15(d)節的季度報告 |
截至季度結束日期的財務報告
or
| | 根據1934年證券交易法第13或15(d)節的轉型報告書 |
對於從______到______的過渡期。
委託文件號碼：
Fuel Tech, Inc.公司
(根據其章程規定的註冊人準確名稱)
| | |
| （國家或其他管轄區的 組織的成立) | （IRS僱主 （標識號碼） |
Fuel Tech, Inc.公司
www.ftek.com
（主要執行辦公室的地址和電話號碼)
________________________________
在法案第12(b)條的規定下注冊的證券：
| 每個類別的標題 | 交易標的 | 在其上註冊的交易所的名稱 |
| | | |
請勾選標記，以表明該註冊公司：（1）在過去12個月內（或該公司被要求提交該類報告的較短時間內），已經按照證券交易法案第13條或15（d）條的規定提交了所有所需提交的報告；且（2）在過去90天內一直受到該項提交要求的約束。
請用勾選標記指明註冊人是否在過去12個月內（或在註冊人被要求提交這些文件的較短期間內）根據S-t規則405（本章第232.405節）提交了所有必須提交的互動數據文件。
請勾選標記以說明註冊人是大型快速申報人、加速申報人、非加速申報人、較小的報告公司還是新興成長型公司。請查看《交易所法》第120億.2條中「大型快速申報人」、「加速申報人」、「較小的報告公司」和「新興成長型公司」的定義。
| 大型加速文件申報人 | ☐ | 加速文件申報人 | ☐ | ||
| | ☒ | 更小的報告公司 | | ||
| 新興成長公司 | |
如果一個新興成長型企業，請通過勾選標記表明該註冊者是否已選擇不使用按照證券交易法第13(a)條規定提供的任何新的或修改後的財務會計準則的延長過渡期來符合標準。 ☐
請勾選以下內容。申報人是否是外殼公司（根據證券交易法規則12b-2定義）。 是
在2024年10月31日有未償還的
| 財務信息 |
| 項目1。 |
基本報表 |
簡 condensed consolidated balance sheets
(Unaudited)(in thousands, except share and per share data)
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term investments | ||||||||
| Accounts receivable, less current expected credit loss of $ and $, respectively | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net of accumulated depreciation of $ and $, respectively | ||||||||
| Goodwill | ||||||||
| Other intangible assets, net of accumulated amortization of $ and $, respectively | ||||||||
| Right-of-use operating lease assets, net | ||||||||
| Long-term investments | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities: | ||||||||
| Operating lease liabilities - current | ||||||||
| Employee compensation | ||||||||
| Other accrued liabilities | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities - non-current | ||||||||
| Deferred income taxes, net | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock, $ par value, shares authorized, and shares issued, and and shares outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Nil coupon perpetual loan notes | ||||||||
| Treasury stock, at cost | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except share and per-share data)
| Three Months Ended |
Nine Months Ended |
|||||||||||||||
| September 30, |
September 30, |
|||||||||||||||
| 2024 |
2023 |
2024 |
2023 |
|||||||||||||
| Revenues |
$ | $ | $ | $ | ||||||||||||
| Costs and expenses: |
||||||||||||||||
| Cost of sales |
||||||||||||||||
| Selling, general and administrative |
||||||||||||||||
| Research and development |
||||||||||||||||
| Operating (loss) income |
( |
) | ( |
) | ( |
) | ||||||||||
| Interest expense |
( |
) | ( |
) | ||||||||||||
| Interest income |
||||||||||||||||
| Other (expense) income, net |
( |
) | ( |
) | ||||||||||||
| Income (loss) before income taxes |
( |
) | ( |
) | ||||||||||||
| Income tax expense |
( |
) | ( |
) | ||||||||||||
| Net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
| Net income (loss) per common share: |
||||||||||||||||
| Basic net income (loss) per common share |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
| Diluted net income (loss) per common share |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
| Weighted-average number of common shares outstanding: |
||||||||||||||||
| Basic |
||||||||||||||||
| Diluted |
||||||||||||||||
See notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands)
| Three Months Ended |
Nine Months Ended |
|||||||||||||||
| September 30, |
September 30, |
|||||||||||||||
| 2024 |
2023 |
2024 |
2023 |
|||||||||||||
| Net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
| Other comprehensive income (loss): |
||||||||||||||||
| Foreign currency translation adjustments |
( |
) | ( |
) | ( |
) | ||||||||||
| Comprehensive income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
See notes to condensed consolidated financial statements.
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)(in thousands of dollars or shares, as appropriate)
The following summarizes the changes in total stockholders' equity for the three and nine months ended September 30, 2023:
| Accumulated |
Nil |
|||||||||||||||||||||||||||||||
| Additional |
Other |
Coupon |
||||||||||||||||||||||||||||||
| Common Stock |
Paid-in |
Accumulated |
Comprehensive |
Perpetual |
Treasury |
|||||||||||||||||||||||||||
| Shares |
Amount |
Capital |
Deficit |
Loss |
Loan Notes |
Stock |
Total |
|||||||||||||||||||||||||
| Balance at December 31, 2022 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||
| Net loss |
— | ( |
) | ( |
) | |||||||||||||||||||||||||||
| Foreign currency translation adjustments |
— | |||||||||||||||||||||||||||||||
| Stock compensation expense |
— | |||||||||||||||||||||||||||||||
| Balance at March 31, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||
| Net loss |
— | ( |
) | ( |
) | |||||||||||||||||||||||||||
| Foreign currency translation adjustments |
— | ( |
) | ( |
) | |||||||||||||||||||||||||||
| Stock compensation expense |
— | |||||||||||||||||||||||||||||||
| Exercise of stock options |
||||||||||||||||||||||||||||||||
| Common shares issued upon vesting of restricted stock units |
||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||
| Net income |
— | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustments |
— | ( |
) | ( |
) | |||||||||||||||||||||||||||
| Stock compensation expense |
— | |||||||||||||||||||||||||||||||
| Balance at September 30, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||
The following summarizes the changes in total stockholders' equity for the three and nine months ended September 30, 2024:
| Accumulated |
Nil |
|||||||||||||||||||||||||||||||
| Additional |
Other |
Coupon |
||||||||||||||||||||||||||||||
| Common Stock |
Paid-in |
Accumulated |
Comprehensive |
Perpetual |
Treasury |
|||||||||||||||||||||||||||
| Shares |
Amount |
Capital |
Deficit |
Loss |
Loan Notes |
Stock |
Total |
|||||||||||||||||||||||||
| Balance at December 31, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||
| Net income |
— | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustments |
— | ( |
) | ( |
) | |||||||||||||||||||||||||||
| Stock compensation expense |
— | |||||||||||||||||||||||||||||||
| Balance at March 31, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||
| Net loss |
— | ( |
) | ( |
) | |||||||||||||||||||||||||||
| Foreign currency translation adjustments |
— | |||||||||||||||||||||||||||||||
| Stock compensation expense |
— | |||||||||||||||||||||||||||||||
| Common shares issued upon vesting of restricted stock units |
( |
) | ||||||||||||||||||||||||||||||
| Taxes paid on behalf of equity award participants |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance at June 30, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||
| Net income |
— | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustments |
— | |||||||||||||||||||||||||||||||
| Stock compensation expense |
— | |||||||||||||||||||||||||||||||
| Balance at September 30, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||
See notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| Nine Months Ended |
||||||||
| September 30, |
||||||||
| 2024 |
2023 |
|||||||
| Operating Activities |
||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
||||||||
| Depreciation |
||||||||
| Amortization |
||||||||
| Non-cash interest income on held-to-maturity securities |
( |
) | ( |
) | ||||
| Stock-based compensation, net of forfeitures |
||||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
( |
) | ||||||
| Employee retention credit receivable |
( |
) | ||||||
| Inventory |
( |
) | ||||||
| Prepaid expenses, other current assets and other non-current assets |
||||||||
| Accounts payable |
||||||||
| Accrued liabilities and other non-current liabilities |
( |
) | ||||||
| Net cash (used in) provided by operating activities |
( |
) | ||||||
| Investing Activities |
||||||||
| Purchases of equipment and patents |
( |
) | ( |
) | ||||
| Purchases of debt securities |
( |
) | ( |
) | ||||
| Maturities of debt securities |
||||||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
| Financing Activities |
||||||||
| Taxes paid on behalf of award participants |
( |
) | ||||||
| Proceeds from exercise of stock options |
||||||||
| Net cash (used in) provided by financing activities |
( |
) | ||||||
| Effect of exchange rate fluctuations on cash |
( |
) | ( |
) | ||||
| Net decrease in cash and cash equivalents |
( |
) | ( |
) | ||||
| Cash and cash equivalents at beginning of period |
||||||||
| Cash and cash equivalents at end of period |
$ | $ | ||||||
See notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(Unaudited)
(in thousands, except share and per-share data)
1. General
Organization
Fuel Tech, Inc. and subsidiaries ("Fuel Tech", the "Company", "we", "us" or "our") develops and provides proprietary technologies for air pollution control, process optimization, water treatment, and advanced engineering services. These technologies enable customers to operate in a cost-effective and environmentally sustainable manner.
The Company’s nitrogen oxide (NOx) reduction technologies reduce nitrogen oxide emissions from boilers, furnaces, and other stationary combustion sources. To reduce NOx emissions, our technologies utilize advanced combustion modification techniques and post-combustion NOx control approaches including non-catalytic, catalytic, and combined systems. The Company also provides solutions for the mitigation of particulate matter, including particulate control with electrostatic precipitator products and services, and using flue gas conditioning systems which modify the ash properties of particulate for improved collection efficiency. The Company’s FUEL CHEM® technology improves the efficiency, reliability, fuel flexibility, boiler heat rate, and environmental status of combustion units by controlling slagging, fouling, corrosion, and opacity. Water treatment technologies include DGI® Dissolved Gas Infusion Systems which utilize a patented gas-infusing saturator vessel and a patent-pending channel injector to deliver supersaturated oxygen-water solutions and potentially other gas-liquid combinations to target process applications or environmental issues within the municipal and industrial water sectors. The infusion process has a variety of potential applications in the water and wastewater treatment sector, including aquaculture, agriculture/horticulture, pulp & paper, tanneries, landfill leachate, irrigation, treatment of natural waters, wastewater odor management as well as supplying oxygen or other gases for biochemical reactions and pH adjustment.
Many of Fuel Tech’s products and services rely heavily on the Company’s computational fluid dynamics modeling capabilities, which are enhanced by internally developed, high-end visualization software.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Exchange Act. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for the fair statement of Fuel Tech's financial position, cash flows, and results of operations for the periods presented. All significant intercompany transactions and balances have been eliminated. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. For further information, refer to the audited consolidated financial statements and footnotes thereto included in Fuel Tech’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission.
CARES Act
On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") to provide certain relief as a result of the COVID-19 pandemic. The CARES Act provides tax relief, along with other stimulus measures, including a provision for an Employee Retention Credit (“ERC”), which allows for employers to claim a refundable tax credit against the employer share of Social Security tax for qualifying periods in 2020 and 2021. Under the provisions of the CARES Act, the Company is eligible for a refundable employee retention credit subject to certain criteria.
As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, we account for the ERC by analogy to International Accounting Standard ("IAS") 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, management determined it has reasonable assurance for receipt of the ERC and recorded the ERC benefit of $
2. Summary of Significant Accounting Policies
Investments
In 2022, the Board of Directors approved a plan to invest up to $
We consider all highly liquid debt investments with original maturities from the date of purchase of three months or less as cash equivalents. Cash equivalents include investments in money market funds. Carrying value of cash equivalents approximates fair value due to the maturities of three months or less.
Our investments in debt securities consist of United States (US) Treasury securities, including Notes, Bonds, and Bills, and US Government Agency securities, which are designated as held-to-maturity (HTM) and stated at amortized cost. The Company has the positive intent and ability to hold these investments to maturity and does not expect to sell any debt securities before maturity to settle an obligation under the Investment Collateral Security agreement. The original maturities of our HTM investments range from to months. HTM debt investments with original maturities of approximately three months or less from the date of purchase are classified within cash and cash equivalents. HTM debt investments with original maturities at the date of purchase greater than approximately three months and remaining maturities of less than one year are classified as short-term investments. HTM debt investments with remaining maturities beyond one year are classified as long-term investments. Interest income, including amortization of premium and accretion of discount, is included on the Condensed Consolidated Statements of Operations in Interest income under the effective yield method. Accrued interest is included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. Due to the creditworthiness of the entities issuing these securities, there is no impairment recorded related to the unrealized losses.
The following table provides the amortized cost, gross unrealized gains and losses, and fair value of our HTM debt securities:
| As of | ||||||||
| Held-to-maturity debt securities: | September 30, 2024 | December 31, 2023 | ||||||
| Amortized cost | $ | $ | ||||||
| Gross unrecognized gains | ||||||||
| Gross unrecognized losses | ( | ) | ( | ) | ||||
| Fair value | $ | $ | ||||||
The following table provides the amortized cost and fair value of debt securities by maturities at September 30, 2024:
| Amortized Cost | Fair Value | |||||||
| Within one year | $ | $ | ||||||
| After one year through two years | ||||||||
| Total | $ | $ | ||||||
Inventories
Inventories consist primarily of equipment constructed for resale and spare parts and are stated at the lower of cost or net realizable value, using the weighted-average cost method. At September 30, 2024 and December 31, 2023, inventory included equipment constructed for resale of $
Allowance for Credit Losses
In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This guidance requires the measurement of all expected losses based on historical experience, current conditions and reasonable and supportable forecasts. For trade receivables and other financial instruments, we are required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. The Company adopted these ASUs on January 1, 2023 using the prospective method. Application of the amendments did not require a cumulative-effect adjustment to retained earnings as of the effective date and did not have a material impact on our financial statements.
For the general risk categories, the Company uses historical losses over a fixed period, excluding certain write-off activity that was not considered a credit loss event, to determine the historical credit loss. Historical loss rates are then adjusted to consider current economic conditions and past, current, and future events and circumstances when determining expected credit losses. Investments in financial assets issued by US Government and Government Agency are considered as having zero expected credit losses and are excluded from the allowance for credit loss calculation.
The following table provides the roll forward of the allowance for credit losses:
| At January 1, 2023 | $ | |||
| Provision charged to expense | ||||
| (Write-offs) / Recoveries | ( | ) | ||
| At December 31, 2023 | $ | |||
| Provision charged to expense | ||||
| (Write-offs) / Recoveries | ( | ) | ||
| At September 30, 2024 | $ |
3. Revenue
Disaggregated Revenue by Product Technology
The following table presents our revenues disaggregated by product technology:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Air Pollution Control | ||||||||||||||||
| Technology solutions | $ | $ | $ | $ | ||||||||||||
| Spare parts | ||||||||||||||||
| Ancillary revenue | ||||||||||||||||
| Total Air Pollution Control technology revenues | ||||||||||||||||
| FUEL CHEM | ||||||||||||||||
| FUEL CHEM technology solutions | ||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ||||||||||||
Disaggregated Revenue by Geography
The following table presents our revenues disaggregated by geography, based on the location of the end-user:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||
| Foreign Revenues | ||||||||||||||||
| Latin America | ||||||||||||||||
| Europe | ||||||||||||||||
| Asia | ||||||||||||||||
| Total Foreign Revenues | ||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ||||||||||||
Timing of Revenue Recognition
The following table presents the timing of our revenue recognition:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Products transferred at a point in time | $ | $ | $ | $ | ||||||||||||
| Products and services transferred over time | ||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ||||||||||||
Contract Balances
The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the Condensed Consolidated Balance Sheets. In our Air Pollution Control (APC) technology segment, amounts are billed as work progresses in accordance with agreed-upon contractual terms. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. For the FUEL CHEM technology segment, deliveries made in the current period but billed in subsequent periods are also considered contract assets. These assets are reported on the Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. At September 30, 2024, December 31, 2023, and December 31, 2022, contract assets for APC technology projects were approximately $
The Company will periodically bill in advance of costs incurred before revenue is recognized, resulting in contract liabilities. These liabilities are reported on the Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Contract liabilities were $
Changes in the contract asset and liability balances during the nine-month period ended September 30, 2024 were not materially impacted by any other items other than amounts billed and revenue recognized as described previously. Revenue recognized that was included in the contract liability balance at the beginning of the period was $
As of September 30, 2024 and December 31, 2023, we had
Remaining Performance Obligations
Remaining performance obligations represents the transaction price of APC technology booked orders for which work has not been performed. As of September 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $
Accounts Receivable
The components of accounts receivable are as follows:
| As of | ||||||||
| September 30, 2024 | December 31, 2023 | |||||||
| Trade receivables | $ | $ | ||||||
| Unbilled receivables | ||||||||
| Receivable for employee retention credit | ||||||||
| Other short-term receivables | ||||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Total accounts receivable | $ | $ | ||||||
4. Restructuring Activities
On January 18, 2019, the Company announced a planned suspension of its APC business operation in China. This action was part of Fuel Tech’s ongoing operational improvement initiatives designed to prioritize resource allocation, reduce costs, and drive profitability for the Company on a global basis. The transition associated with the suspension of the APC business which has taken place through September 30, 2024 includes staff rationalization and reduction, supplier and partner engagement, and the monetization of certain assets. The remaining transition activities include the execution of the activities to satisfy the requirements for the remaining APC projects in China (with a backlog totaling approximately $
The following table presents our revenues and net loss for the three and nine months ended September 30, 2024 and 2023 in China as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Total revenues | $ | $ | $ | $ | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
The following table presents net assets in China as of September 30, 2024 and December 31, 2023:
| As of | ||||||||
| September 30, 2024 | December 31, 2023 | |||||||
| Total assets | $ | $ | ||||||
| Total liabilities | ||||||||
| Total net assets | $ | $ | ||||||
Total assets primarily consist of cash and other receivables. Total liabilities consist of accounts payable and certain accrued liabilities.
5. Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss by component were as follows:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||
| September 30, |
September 30, |
|||||||||||||||
| 2024 |
2023 |
2024 |
2023 |
|||||||||||||
| Foreign currency translation |
||||||||||||||||
| Balance at beginning of period |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Other comprehensive income (loss): |
||||||||||||||||
| Foreign currency translation adjustments (1) |
( |
) | ( |
) | ( |
) | ||||||||||
| Total accumulated other comprehensive loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| (1) |
In all periods presented, there were no tax impacts related to rate changes and no amounts were reclassified to earnings. |
6. Treasury Stock
Common stock held in treasury totaled
7. Earnings per Share
Basic earnings per share excludes the dilutive effects of stock options, restricted stock units (RSUs), warrants, and the nil coupon non-redeemable convertible unsecured loan notes. Diluted earnings per share includes the dilutive effect of the nil coupon non-redeemable convertible unsecured loan notes, RSUs, warrants, and unexercised in-the-money stock options, except in periods of net loss where the effect of these instruments is anti-dilutive. Out-of-money stock options and warrants are excluded from diluted earnings per share because they are unlikely to be exercised and would be anti-dilutive if they were exercised. For the three months ended September 30, 2024 and 2023, basic earnings per share has been adjusted to include dilutive options and RSUs. For the nine months ended September 30, 2024 and 2023, basic earnings per share is equal to diluted earnings per share because all outstanding stock awards, warrants, and convertible loan notes are considered anti-dilutive during periods of net loss.
The following table sets forth the weighted-average shares used in calculating the earnings per share for the three and nine months ended September 30, 2024 and 2023:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Basic weighted-average shares | ||||||||||||||||
| Unexercised options and unvested RSUs | ||||||||||||||||
| Diluted weighted-average shares | ||||||||||||||||
For the three and nine months ended September 30, 2024, Fuel Tech had weighted-average outstanding equity awards of
For the three and nine months ended September 30, 2023, Fuel Tech had weighted-average outstanding equity awards of
8. Stock-Based Compensation
Fuel Tech's 2024 Long-Term Incentive Plan (2024 Plan) was adopted in June 2024 and replaced our prior incentive plan which was approved by our stockholders in 2014 (LTIP). further grants will be made from the LTIP. The 2024 Plan and LTIP are referred to collectively as the Incentive Plans.
Under the Incentive Plans, awards may be granted to participants in the form of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, RSUs, Performance Awards, Bonuses or other forms of share-based or non-share-based awards or combinations thereof. Participants in the Incentive Plans may be our directors, officers, employees, consultants, or advisors (except consultants or advisors in capital-raising transactions) as the directors determine are key to the success of our business. There are a maximum of
We did record any excess tax benefits within income tax expense for the three and nine months ended September 30, 2024 and 2023. Given the Company has a full valuation allowance on its deferred tax assets, there were no excess tax benefits to record for the three and nine months ended September 30, 2024 and 2023. In addition, we account for forfeitures of awards based on an estimate of the number of awards expected to be forfeited and adjust the estimate when it is no longer probable that the employee will fulfill the service condition.
Stock-based compensation is included in selling, general, and administrative costs in our Condensed Consolidated Statements of Operations. The components of stock-based compensation for the three and nine months ended September 30, 2024 and 2023 were as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Stock options and restricted stock units, net of forfeitures | $ | $ | $ | $ | ||||||||||||
| After-tax effect of stock-based compensation | $ | $ | $ | $ | ||||||||||||
Stock Options
Stock options granted to employees under the Incentive Plans have a
Fuel Tech uses the Black-Scholes option pricing model to estimate the grant date fair value of employee stock options. The principal variable assumptions utilized in valuing options and the methodology for estimating such model inputs include: (1) risk-free interest rate – an estimate based on the yield of zero–coupon treasury securities with a maturity equal to the expected life of the option; (2) expected volatility – an estimate based on the historical volatility of Fuel Tech’s Common Stock for a period equal to the expected life of the option; and (3) expected life of the option – an estimate based on historical experience including the effect of employee terminations.
Stock option activity for Fuel Tech’s Incentive Plans for the nine months ended September 30, 2024 was as follows:
| Weighted- Average | ||||||||||||||||
| Number | Weighted- | Remaining | Aggregate | |||||||||||||
| of | Average | Contractual | Intrinsic | |||||||||||||
| Options | Exercise Price | Term | Value | |||||||||||||
| Outstanding on January 1, 2024 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Expired or forfeited | ( | ) | ||||||||||||||
| Outstanding on September 30, 2024 | $ | $ | ||||||||||||||
| Exercisable on September 30, 2024 | $ | $ | ||||||||||||||
As of September 30, 2024, there was
Restricted Stock Units
RSUs granted to employees vest over time based on continued service (typically vesting over a period between to years), and RSUs granted to directors vest after a one year vesting period based on continued service. Such time-vested RSUs are valued at the date of grant based on the closing price of the Common Shares on the grant date. Compensation cost, adjusted for estimated forfeitures, is amortized on a straight-line basis over the requisite service period.
In addition to the time vested RSUs, the Company entered into an Executive Performance RSU Award Agreement (the “Agreement”) with certain officers, including its President and Chief Executive Officer, Chief Financial Officer and Senior Vice President, Sales (each a “2024 Participating Executive”) pursuant to which each 2024 Participating Executive will have the opportunity to earn a specified amount of restricted stock units (RSUs) based on Fuel Tech’s performance in 2024. The target amount of RSUs for each of four possible RSU award components is set for each Participating Executive for 2024. The amount of actual RSU awards to be issued is contingent on performance by the Participating Executive and the Company in the performance areas and for the measurement periods set forth in the Agreement as determined by the Company.
The Agreement provides for four possible RSU awards: “Look-Back RSUs,” “Total Revenue RSUs,” “New Business Growth RSUs,” and “Operating Income Growth” RSUs. If the Look-Back RSU’s are awarded, these RSUs will follow a vesting schedule that provides for vesting of -third of the granted Look-Back RSUs after the first anniversary of the grant determination date, -third after the second anniversary date and -third after the third anniversary date. If the Total Revenue RSUs, New Business Growth RSUs, or Operating Income Growth RSUs targets are achieved, these RSU’s will follow a vesting schedule whereby
At September 30, 2024, there is $
A summary of restricted stock unit activity for the nine months ended September 30, 2024 is as follows:
| Weighted Average | ||||||||
| Grant Date | ||||||||
| Shares | Fair Value | |||||||
| Unvested restricted stock units at January 1, 2024 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | 1.14 | |||||
| Forfeited | ( | ) | ||||||
| Unvested restricted stock units at September 30, 2024 | $ | |||||||
The fair value of restricted stock that vested during the nine-month period ended September 30, 2024 was $
Deferred Directors Fees
In addition to the Incentive Plans, Fuel Tech has a Deferred Compensation Plan for Directors (Deferred Plan). Under the terms of the Deferred Plan, Directors can elect to defer Directors’ fees for shares of Fuel Tech Common Stock that are issuable at a future date as defined in the agreement. In accordance with Accounting Standards Codification (ASC) 718, Fuel Tech accounts for these awards as equity awards as opposed to liability awards. During the nine-month periods ended September 30, 2024 and 2023, Fuel Tech recorded
9. Warrants
The following table summarizes information about warrants outstanding and exercisable at September 30, 2024:
| Exercise Price | Number Outstanding/Exercisable | Weighted Average Remaining Life in Years | Weighted Average Exercise Price | ||||||||||
| $5.10 | $ | ||||||||||||
| $6.45 | $ | ||||||||||||
10. Debt Financing
On June 30, 2022, the Company entered into an Investment Collateral Security agreement to use for the sole purpose of issuing standby letters of credit that replaces the former Cash Collateral agreement with BMO Harris. The Investment Collateral Security agreement requires us to pledge our investments as collateral for
11. Business Segment and Geographic Financial Data
Business Segment Financial Data
We segregate our financial results into reportable segments representing two broad technology segments as follows:
| • |
The Air Pollution Control technology segment includes technologies to reduce NOx emissions in flue gas generated by the firing of natural gas or coal from boilers, incinerators, furnaces, and other stationary combustion sources. These include Over-Fire Air systems, NOxOUT® and HERT™ Selective Non-Catalytic Reduction systems, and Selective Catalytic Reduction (SCR) systems. Our SCR systems can also include Ammonia Injection Grid, and Graduated Straightening Grid GSG™ systems to provide high NOx reductions at significantly lower capital and operating costs than conventional SCR systems. ULTRA® technology creates ammonia at a plant site using safe urea for use with any SCR application. Electrostatic Precipitator technologies make use of electrostatic precipitator products and services to reduce particulate matter. Flue Gas Conditioning systems are chemical injection systems offered in markets outside the U.S. and Canada to enhance electrostatic precipitator and fabric filter performance in controlling particulate emissions. |
| • |
The FUEL CHEM® technology segment, which uses chemical processes in combination with advanced Computational Fluid Dynamics and Chemical Kinetics Modeling boiler modeling, for the control of slagging, fouling, corrosion, opacity and other sulfur trioxide-related issues in furnaces and boilers through the addition of chemicals into the furnace using TIFI® Targeted In-Furnace Injection™ technology. |
The “Other” classification includes those profit and loss items not allocated to either reportable segment. There are no inter-segment sales that require elimination.
We evaluate performance and allocate 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 (Note 1 in our annual report on Form 10-K). We do not review assets by reportable segment, but rather, in aggregate for the Company as a whole.
Information about reporting segment net sales and gross margin from operations is provided below:
| Air Pollution |
FUEL CHEM |
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| Three months ended September 30, 2024 |
Control Segment |
Segment |
Other |
Total |
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| Revenues from external customers |
$ | $ | $ | $ | ||||||||||||
| Cost of sales |
( |
) | ( |
) | ( |
) | ||||||||||
| Gross margin |
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| Selling, general and administrative |
( |
) | ( |
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| Research and development |
( |
) | ( |
) | ||||||||||||
| Operating income (loss) from operations |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
| Air Pollution |
FUEL CHEM |
|||||||||||||||
| Three months ended September 30, 2023 |
Control Segment |
Segment |
Other |
Total |
||||||||||||
| Revenues from external customers |
$ | $ | $ | $ | ||||||||||||
| Cost of sales |
( |
) | ( |
) | ( |
) | ||||||||||
| Gross margin |
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| Selling, general and administrative |
( |
) | ( |
) | ||||||||||||
| Research and development |
( |
) | ( |
) | ||||||||||||
| Operating income (loss) from operations |
$ | $ | $ | ( |
) | $ | ||||||||||
| Air Pollution |
FUEL CHEM |
|||||||||||||||
| Nine months ended September 30, 2024 |
Control Segment |
Segment |
Other |
Total |
||||||||||||
| Revenues from external customers |
$ | $ | $ | $ | ||||||||||||
| Cost of sales |
( |
) | ( |
) | ( |
) | ||||||||||
| Gross margin |
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| Selling, general and administrative |
( |
) | ( |
) | ||||||||||||
| Research and development |
( |
) | ( |
) | ||||||||||||
| Operating income (loss) from operations |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
| Air Pollution |
FUEL CHEM |
|||||||||||||||
| Nine months ended September 30, 2023 |
Control Segment |
Segment |
Other |
Total |
||||||||||||
| Revenues from external customers |
$ | $ | $ | $ | ||||||||||||
| Cost of sales |
( |
) | ( |
) | ( |
) | ||||||||||
| Gross margin |
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| Selling, general and administrative |
( |
) | ( |
) | ||||||||||||
| Research and development |
( |
) | ( |
) | ||||||||||||
| Operating income (loss) from operations |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Geographic Segment Financial Data
Information concerning our operations by geographic area is provided below. Revenues are attributed to countries based on the location of the end-user. Assets are those directly associated with operations of the geographic area.
| Three Months Ended |
Nine Months Ended |
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| September 30, |
September 30, |
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| 2024 |
2023 |
2024 |
2023 |
|||||||||||||
| Revenues: |
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| United States |
$ | $ | $ | $ | ||||||||||||
| Foreign |
||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| September 30, |
December 31, |
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| 2024 |
2023 |
|||||||
| Assets: |
||||||||
| United States |
$ | $ | ||||||
| Foreign |
||||||||
| $ | $ | |||||||
12. Accrued Liabilities
The components of other accrued liabilities are as follows:
| As of |
||||||||
| September 30, 2024 |
December 31, 2023 |
|||||||
| Contract liabilities (Note 3) |
$ | $ | ||||||
| Warranty reserve (Note 13) |
||||||||
| Accrued professional fees |
||||||||
| Deferred revenue |
||||||||
| Other accrued liabilities |
||||||||
| Total other accrued liabilities |
$ | $ | ||||||
13. Commitments and Contingencies
Fuel Tech is subject to various claims and contingencies related to, among other things, workers compensation, general liability (including product liability), and lawsuits. The Company records liabilities where a contingent loss is probable and can be reasonably estimated. If the reasonable estimate of a probable loss is a range, the Company records the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount. The Company discloses a contingent liability even if the liability is not probable or the amount is not estimable, or both, if there is a reasonable possibility that a material loss may have been incurred.
From time to time we are involved in litigation with respect to matters arising from the ordinary conduct of our business. In the opinion of management, based upon presently available information, either adequate provision for anticipated costs have been accrued or the ultimate anticipated costs will not materially affect our consolidated financial position, results of operations, or cash flows. We do not believe we have any pending loss contingencies that are probable or reasonably possible of having a material impact on our consolidated financial position, results of operations or cash flows.
Fuel Tech issues a standard product warranty with the sale of its products to customers. Our recognition of warranty liability is based primarily on analyses of warranty claims experienced in the preceding years as the nature of our historical product sales for which we offer a warranty are substantially unchanged. This approach provides an aggregate warranty accrual that is historically aligned with actual warranty claims experienced.
There was change in the warranty liability balance included in the other accrued liabilities line of the Condensed Consolidated Balance Sheets during the nine months ended September 30, 2024 and 2023. The warranty liability balance was $
14. Income Taxes
The Company’s effective tax rate is approximately
Fuel Tech had
FUEL TECH, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
In the third quarter of 2024, the Company continued to successfully execute on APC segment projects despite customer driven delays in project execution. The Company continued to see improved performance in the FUEL CHEM segment. We continue to invest in development of new technologies to expand our product offerings into the water and waste-water treatment market. Our capital resources are sufficient for our immediate and longer-term needs, and we continue to enjoy the services and support of a dedicated workforce. We expect that our cost control efforts will maintain our existing levels of operating expenditures and that new business opportunities will lead to an improved market outlook.
Key Operating Factors
Our FUEL CHEM segment experienced an increase in revenue and segment operating profits in the current quarter as compared to 2023. The FUEL CHEM segment was positively impacted by dispatch related increases in operational demand from our client base and to the addition of new business in the current quarter as compared to 2023.
Our Air Pollution Control (APC) business experienced a decrease in revenue in the current quarter as compared to 2023, primarily due to customer driven delays in project execution. We are encouraged by the depth of our business development activities, which reflects an increased focus on global emissions protocols across a variety of fuel sources. We continue to experience a challenging operational environment resulting from customers delaying the timing of purchasing decisions. Our Consolidated APC backlog at September 30, 2024 was $6,444 and our global sales pipeline is in the $50 -75 million range.
Results of Operations
Revenues
Revenues for the three-month periods ending September 30, 2024 and 2023 were $7,851 and $7,988, respectively, representing a decrease of $137, or 2%, versus the same period last year. Revenues for the nine-month periods ending September 30, 2024 and 2023 were $19,850 and $20,736, respectively, representing a decrease of $886, or 4%, versus the same period last year.
The APC technology segment generated revenues of $3,224 for the three-month period ended September 30, 2024, representing a decrease of $487, or 13%, from the prior year amount of $3,711. The APC technology segment generated revenues of $9,491 for the nine-month period ended September 30, 2024, representing a decrease of $1,201, or 11%, from the prior year amount of $10,692. This decrease in APC revenue was primarily related to timing of project execution on existing contracts. Consolidated APC backlog at September 30, 2024 was $6,444 versus backlog at December 31, 2023 of $7,458. Our current backlog consists of U.S. domestic delivered projects totaling $1,142 and international delivered projects totaling $5,302.
The FUEL CHEM technology segment generated revenues of $4,627 and $4,277 for the three-month periods ended September 30, 2024 and 2023, respectively, representing an increase of $350, or 8%. The FUEL CHEM technology segment generated revenues of $10,359 and $10,044 for the nine-month periods ended September 30, 2024 and 2023, respectively, representing an increase of $315, or 3%. This increase in FUEL CHEM revenue for the three and nine months ended September 30, 2024 as compared to the same period in the prior year was primarily due to outage completions and increased dispatch.
Cost of sales and gross margin
Consolidated gross margin percentage for the three-month periods ended September 30, 2024 and 2023 was 43% and 45%, respectively. For the three-month periods ended September 30, 2024 and 2023 the FUEL CHEM operating segment gross margins remained steady at 49%. APC segment gross margin decreased to 35% from 40% primarily due to product and project mix.
Consolidated gross margin percentage for the nine-month periods ended September 30, 2024 and 2023 was 42% and 41%, respectively. Gross margin increased versus the comparable period in 2023 due to an increase in the APC operating segment gross margin partially offset by a decrease in FUEL CHEM operating segment gross margin. For the nine-month periods ended September 30, 2024 and 2023 the FUEL CHEM operating segment gross margins decreased to 47% from 49% primarily as a result of prior period reduced revenue performance and start-up costs attributed to a new account. APC segment gross margin increased to 38% from 33% primarily due to product and project mix.
Selling, general and administrative
Selling, general and administrative expenses (SG&A) were $3,225 and $2,966 for the three-month periods ended September 30, 2024 and 2023, respectively. For the three-month period ended September 30, 2024 the increase of $259 is primarily the result of increases in employee compensation and benefit related costs of $163, professional and service fees of $120, and travel costs of $26, partially offset by decreases in international administrative expenses of $19, depreciation expense of $17, and insurance costs of $14. For the three-month periods ending September 30, 2024 and 2023, SG&A as a percentage of revenues increased to 41% from 37%. The increase versus the comparable period is primarily due to the increase in expenses compared to prior quarter.
Selling, general and administrative expenses (SG&A) were $9,815 and $9,126 for the nine-month periods ended September 30, 2024 and 2023, respectively. For the nine-month period ended September 30, 2024 the increase of $689 is primarily the result of increases in employee compensation and benefit related costs of $488, professional and service fees of $147, travel costs of $42, and space rental costs of $38, partially offset by a decrease in insurance costs of $27. For the nine-month periods ending September 30, 2024 and 2023, SG&A as a percentage of revenues increased to 49% from 44%. The increase versus the comparable period is primarily due to the increase in expenses compared to the prior year.
Research and development
Research and development expenses were $361 and $1,159 respectively for the three and nine-month periods ended September 30, 2024, and for the same periods in 2023 were $513 and $1,144, respectively. The expenditures in our research and development expenses are focused on new product development efforts in the pursuit of commercial applications for technologies outside of our traditional markets, and in the development and analysis of new technologies that could represent incremental market opportunities. This includes water treatment technologies and more specifically, our DGI® Dissolved Gas Infusion Systems, an innovative alternative to current aeration technology. This infusion process has a variety of applications in the water and wastewater industries, including remediation, treatment, biological activity, and wastewater odor management. DGI® technology benefits include reduced energy consumption, installation costs, and operating costs, while improving treatment performance.
Interest income
Interest income was $323 for the three-month period ended September 30, 2024 compared to $322 for the same period in 2023. Interest income was $968 for both the nine-month periods ended September 30, 2024 and September 30, 2023. Interest income primarily relates to interest received on the held-to-maturity debt securities and money market funds.
Other income (expense), net
Other expense, net was $63 for the three-month period ended September 30, 2024 compared to Other income, net of $9 for the same period in 2023. Other income, net was $1,576 for the nine-month period ended September 30, 2024 compared to Other expense, net of $95 for the same period in 2023. Other income in 2024 primarily relates to the employee retention credit of $1,677 recorded in the first quarter of 2024. Other expense in 2023 was mainly due to transactional foreign exchange losses.
Liquidity and Sources of Capital
We have losses from operations during the nine-month period ended September 30, 2024 totaling $2,586. Our cash used in operations for this same period totaled $1,785.
Our cash and cash equivalent balance as of September 30, 2024 totaled $12,274, which includes $2,452 of cash equivalents, and our working capital totaled $25,602. We have no outstanding debt other than our outstanding letters of credit, under our Investment Collateral Security agreement with BMO Harris Bank, N.A. (the Investment Collateral Security agreement), which does not have any financial covenants. We expect to continue operating under this arrangement for the foreseeable future.
Operating activities used cash of $1,785 for the nine-month period ended September 30, 2024, primarily due to an increase in accounts receivable of $2,522 (including the impact of $1,677 for the employee retention credit receivable) and a decrease in accrued expenses and other current liabilities of $1,215, offset by an increase in accounts payable of $842, a decrease in prepaid expenses, other current assets, and other non-current assets of $655, and removals of non-cash items from our net income from continuing operations of stock-based compensation of $337, depreciation and amortization of $290, and interest income on held-to-maturity securities of $108.
Operating activities provided cash of $391 for the nine-month period ended September 30, 2023, primarily due to an increase in other liabilities of $520 due to timing of project related activity, a decrease in other current assets of $363, an increase in accounts payable of $172 due to timing of project related activity, and removals of non-cash items from our net loss from continuing operations for depreciation and amortization of $293 and stock-based compensation of $288.
Investing activities used cash of $3,388 and $10,227 for the nine-month periods ended September 30, 2024 and 2023, respectively. Investing activities for the nine-month periods ended September 30, 2024 and 2023 primarily consisted of purchases of debt securities as investments of $14,072 and $14,026, respectively. Investing activities for the nine-month periods ended September 30, 2024 and 2023 were funded by the maturities of debt securities of $11,000 and $4,000, respectively.
Financing activities used cash of $95 for the nine months ended September 30, 2024 due to taxes paid on behalf of the equity award participants on the vesting of restricted stock units. Financing activities provided cash of $42 for the nine months ended September 30, 2023 due to proceeds from the exercise of stock options.
We continue to monitor our liquidity needs and in response to our recent periods of declines in revenue and net losses have taken measures to reduce expenses and restructure operations which we feel are necessary to ensure we maintain sufficient working capital and liquidity to operate the business and invest in our future. We have evaluated our ongoing business needs and considered the cash requirements of our base business of Air Pollution Control and FUEL CHEM. This evaluation included consideration of the following: a) customer and revenue trends in our APC and FUEL CHEM business segments, b) current operating structure and expenditure levels, and c) other research and development initiatives. Based on this analysis, management believes that currently we have sufficient cash and working capital to operate our base APC and FUEL CHEM businesses. We believe our current cash position and net cash flows expected to be generated from operations are adequate to fund planned operations of the Company for the next 12 months.
We expect additional capital expenditures in 2024 for the DGI business, maintenance of field equipment, computer and systems, and general office equipment. We expect to fund our capital expenditures with cash from operations or cash on hand.
In 2022, the Board of Directors approved an investment plan that would hold $20,000 in funds at BMO Harris Bank (BMO Harris) to be invested in held-to-maturity debt securities of United States (US) Treasuries, including Notes, Bonds, and Bills, or US Government Agency securities. The funds are held in money market funds until they are invested in those securities. The investments are structured to create a maturity “ladder” where the proceeds from maturities are re-invested to maintain a balance of short- and long-term investments based on expected business needs. Maturities are between three and thirty-six months. This strategy allows the Company to provide returns on excess cash, while managing liquidity and minimizing exposure to interest rate fluctuations.
On June 30, 2022, the Company entered into the Investment Collateral Security agreement to use for the sole purpose of issuing standby letters of credit, which replaces the Cash Collateral Security agreement with BMO Harris Bank, N.A. (the Former Collateral agreement). The Investment Collateral Security agreement requires us to pledge our investments as collateral for 150% of the aggregate face amount of outstanding standby letters of credit. The Company pays 250 basis points on the face values of outstanding letters of credit. There are no financial covenants set forth in the Investment Collateral Security agreement. At September 30, 2024, the Company had outstanding standby letters of credit totaling approximately $1,722 under the Investment Collateral Security agreement. At September 30, 2024, the investments held as collateral totaled $2,584. Fuel Tech is committed to reimbursing the issuing bank for any payments made by the bank under these instruments.
Contingencies and Contractual Obligations
Fuel Tech issues a standard product warranty with the sale of its products to customers as discussed in Note 13. There was no change in the warranty liability balance during the nine months ended September 30, 2024.
Forward-Looking Statements
This Quarterly Report on Form 10-Q 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 for the year ended December 31, 2023 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.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Fuel Tech’s earnings and cash flow are subject to fluctuations due to changes in foreign currency exchange rates. We do not enter into foreign currency forward contracts nor into foreign currency option contracts to manage this risk due to the immaterial nature of the transactions involved.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Fuel Tech maintains disclosure controls and procedures and internal controls designed to ensure (a) that information required to be disclosed in Fuel Tech’s filings under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (b) that such information is accumulated and communicated to management, including the principal executive and financial officer, as appropriate to allow timely decisions regarding required disclosure. Fuel Tech’s Chief Executive Officer and principal financial officer have evaluated the Company’s disclosure controls and procedures, as defined in Rules 13a – 15(e) and 15d -15(e) of the Exchange Act, as of the end of the period covered by this report, and they have concluded that these controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There has been no change in the Company's internal control over financial reporting during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
We are from time to time involved in litigation incidental to our business. We are not currently involved in any litigation in which we believe an adverse outcome would have a material effect on our business, financial conditions, results of operations, or prospects.
The risk factors included in our Annual Report on Form 10-K for fiscal year ended December 31, 2023 have not materially changed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
| a. |
Exhibits (all filed herewith) |
|
| 31.1 |
Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
|
| 31.2 |
Certification of principal financial officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
|
| 32 |
||
| 101.1 |
Inline INSXBRL Instance Document - The Instance Document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document. |
|
| 101.2 |
Inline SCHXBRL Taxonomy Extension Schema Document |
|
| 101.3 |
Inline CALXBRL Taxonomy Extension Calculation Linkbase Document |
|
| 101.4 |
Inline DEFXBRL Taxonomy Extension Definition Linkbase Document |
|
| 101.5 |
Inline LABXBRL Taxonomy Extension Label Linkbase Document |
|
| 101.6 |
Inline PREXBRL Taxonomy Extension Prevention Linkbase Document |
|
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
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: November 6, 2024 | By: |
/s/ Vincent J. Arnone |
| Vincent J. Arnone |
||
| President and Chief Executive Officer |
||
| (Principal Executive Officer) |
| Date: November 6, 2024 | By: |
/s/ Ellen T. Albrecht |
| Ellen T. Albrecht |
||
| Vice President, Chief Financial Officer and Treasurer | ||
| (Principal Financial Officer) |