ftek20250331

ftek20250331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

March 31, 2025

☐	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: 001-33059

FUEL TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware

20-5657551

(State or other jurisdiction of

incorporation of organization)

(I.R.S. Employer

Identification Number)

Fuel Tech, Inc.

27601 Bella Vista Parkway

Warrenville, IL 60555-1617

630-845-4500

www.ftek.com

(Address and telephone number of principal executive offices)

________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FTEK	NASDAQ

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On April 30, 2025 there were outstanding 30,777,433 shares of Common Stock, par value $0.01 per share, of the registrant.

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2025 and 2024	3
	Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
PART II.	OTHER INFORMATION	18
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 6.	Exhibits	18
SIGNATURES		19

	March 31,			December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	11,821		$	8,510
Short-term investments		9,968			10,184
Accounts receivable, less current expected credit loss of $106 and $106, respectively		5,635			9,368
Inventories, net		534			397
Prepaid expenses and other current assets		1,188			1,160
Total current assets		29,146			29,619
Property and equipment, net of accumulated depreciation of $18,947 and $18,958, respectively		4,979			5,084
Goodwill		2,116			2,116
Other intangible assets, net of accumulated amortization of $534 and $525, respectively		324			327
Right-of-use operating lease assets, net		566			585
Long-term investments		9,381			10,875
Other assets		197			191
Total assets	$	46,709		$	48,797
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,587		$	2,915
Accrued liabilities:
Operating lease liabilities - current		75			77
Employee compensation		1,286			1,248
Other accrued liabilities		1,339			1,615
Total current liabilities		4,287			5,855
Operating lease liabilities - non-current		532			548
Deferred income taxes, net		176			176
Other liabilities		276			263
Total liabilities		5,271			6,842
Stockholders’ equity:
Common stock, $.01 par value, 40,000,000 shares authorized, 31,852,657 and 31,767,329 shares issued, and 30,769,258 and 30,708,273 shares outstanding, respectively		318			317
Additional paid-in capital		165,405			165,295
Accumulated deficit		(120,211	)		(119,472	)
Accumulated other comprehensive loss		(1,780	)		(1,915	)
Nil coupon perpetual loan notes		76			76
Treasury stock, at cost		(2,370	)		(2,346	)
Total stockholders’ equity		41,438			41,955
Total liabilities and stockholders’ equity	$	46,709		$	48,797

	Three Months Ended
	March 31,
	2025			2024
Revenues	$	6,382		$	4,957
Costs and expenses:
Cost of sales		3,423			2,928
Selling, general and administrative		3,341			3,345
Research and development		570			376
		7,334			6,649
Operating loss		(952	)		(1,692	)
Interest income		279			311
Other (expense) income, net		(66	)		1,673
(Loss) income before income taxes		(739	)		292
Income tax expense		—			(11	)
Net (loss) income	$	(739	)	$	281
Net (loss) income per common share:
Basic net (loss) income per common share	$	(0.02	)	$	0.01
Diluted net (loss) income per common share	$	(0.02	)	$	0.01
Weighted-average number of common shares outstanding:
Basic		30,718,000			30,385,000
Diluted		30,718,000			30,756,000

										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		30,385	$	313	$	164,853	$	(117,529	)	$	(1,748	)	$	76	$	(2,251	)	$	43,714
Net income		—		—		—		281			—			—		—			281
Foreign currency translation adjustments		—		—		—		—			(143	)		—		—			(143	)
Stock compensation expense		—		—		104		—			—			—		—			104
Balance at March 31, 2024		30,385	$	313	$	164,957	$	(117,248	)	$	(1,891	)	$	76	$	(2,251	)	$	43,956

	As of
Held-to-maturity debt securities:	March 31, 2025			December 31, 2024
Amortized cost	$	19,349		$	21,059
Gross unrecognized gains		59			50
Gross unrecognized losses		(12	)		(33	)
Fair value	$	19,396		$	21,076

	Amortized Cost		Fair Value
Within one year	$	9,968	$	9,984
After one year through two years		8,400		8,423
After two years through three years		981		989
Total	$	19,349	$	19,396

At January 1, 2024	$	111
Provision charged to expense		—
(Write-offs) / Recoveries		(5	)
At December 31, 2024	$	106
Provision charged to expense		—
(Write-offs) / Recoveries		—
At March 31, 2025	$	106

					Weighted- Average
	Number		Weighted-		Remaining		Aggregate
	of		Average		Contractual		Intrinsic
	Options		Exercise Price		Term		Value
Outstanding on January 1, 2025		176,000	$	1.94
Granted		—		—
Exercised		—		—
Expired or forfeited		—		—
Outstanding on March 31, 2025		176,000	$	1.94		0.93	$	4
Exercisable on March 31, 2025		176,000	$	1.94		0.93	$	4

				Weighted Average
				Grant Date
	Shares			Fair Value
Unvested restricted stock units at January 1, 2025		1,082,122		$	1.26
Granted		921,050			1.02
Vested		(85,328	)		1.26
Forfeited		(425,100	)		1.18
Unvested restricted stock units at March 31, 2025		1,492,744		$	1.11

Exercise Price	Number Outstanding/Exercisable		Weighted Average Remaining Life in Years	Weighted Average Exercise Price
$5.10		2,500,000	1.37	$	5.10
$6.45		350,000	1.37	$	6.45
		2,850,000

	Three Months Ended
	March 31,
	2025			2024
Operating Activities
Net (loss) income	$	(739	)	$	281
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation		164			80
Amortization		9			16
Non-cash interest income on held-to-maturity securities		(50	)		(9	)
Stock-based compensation, net of forfeitures		110			104
Changes in operating assets and liabilities:
Accounts receivable		3,768			1,250
Employee retention credit receivable		—			(1,677	)
Inventory		(137	)		(99	)
Prepaid expenses, other current assets and other non-current assets		(28	)		151
Accounts payable		(1,340	)		(563	)
Accrued liabilities and other non-current liabilities		(249	)		(609	)
Net cash provided by (used in) operating activities		1,508			(1,075	)
Investing Activities
Purchases of equipment and patents		(65	)		(114	)
Purchases of debt securities		(993	)		(7,641	)
Maturities of debt securities		2,750			2,750
Net cash provided by (used in) investing activities		1,692			(5,005	)
Financing Activities
Taxes paid on behalf of equity award participants		(24	)		—
Net cash used in financing activities		(24	)		—
Effect of exchange rate fluctuations on cash		135			(116	)
Net increase (decrease) in cash and cash equivalents		3,311			(6,196	)
Cash and cash equivalents at beginning of period		8,510			17,578
Cash and cash equivalents at end of period	$	11,821		$	11,382

	Three Months Ended
	March 31,
	2025		2024
Air Pollution Control
Technology solutions	$	571	$	1,664
Spare parts		251		199
Ancillary revenue		481		455
Total Air Pollution Control technology revenues		1,303		2,318
FUEL CHEM
FUEL CHEM technology solutions		5,079		2,639
Total Revenues	$	6,382	$	4,957

	Three Months Ended
	March 31,
	2025		2024
United States	$	5,359	$	3,595
Foreign Revenues
Latin America		348		315
Europe		477		420
Africa		38		436
Asia		160		191
Total Foreign Revenues		1,023		1,362
Total Revenues	$	6,382	$	4,957

	Three Months Ended
	March 31,
	2025		2024
Products transferred at a point in time	$	5,811	$	3,293
Products and services transferred over time		571		1,664
Total Revenues	$	6,382	$	4,957

	Air Pollution			FUEL CHEM
Three months ended March 31, 2025	Control Segment			Segment			Other			Total
Revenues from external customers	$	1,303		$	5,079		$	—		$	6,382
Cost of sales		(878	)		(2,545	)		—			(3,423	)
Gross margin		425			2,534			—			2,959
Selling, general and administrative		—			—			(3,341	)		(3,341	)
Research and development		—			—			(570	)		(570	)
Operating income (loss) from operations	$	425		$	2,534		$	(3,911	)	$	(952	)

	Air Pollution			FUEL CHEM
Three months ended March 31, 2024	Control Segment			Segment			Other			Total
Revenues from external customers	$	2,318		$	2,639		$	—		$	4,957
Cost of sales		(1,428	)		(1,500	)		—			(2,928	)
Gross margin		890			1,139			—			2,029
Selling, general and administrative		—			—			(3,345	)		(3,345	)
Research and development		—			—			(376	)		(376	)
Operating income (loss) from operations	$	890		$	1,139		$	(3,721	)	$	(1,692	)

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	Certification of CEO and principal financial officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
	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)

Date: May 12, 2025	By:	/s/ Vincent J. Arnone
		Vincent J. Arnone
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: May 12, 2025	By:	/s/ Ellen T. Albrecht
		Ellen T. Albrecht
		Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

SEC Form 10-Q filed by Fuel Tech Inc.