ftek20250630

ftek20250630_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

June 30, 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 July 31, 2025 there were outstanding 31,074,438 shares of Common Stock, par value $0.01 per share, of the registrant.

Table of Contents

FUEL TECH, INC.

Form 10-Q for the six-month period ended June 30, 2025

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024	2
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2025 and 2024	3
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 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

Table of Contents

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

FUEL TECH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)(in thousands, except share and per share data)

	June 30,			December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	10,589		$	8,510
Short-term investments		12,420			10,184
Accounts receivable, less current expected credit loss of $108 and $106, respectively		6,293			9,368
Inventories, net		616			397
Prepaid expenses and other current assets		1,093			1,160
Total current assets		31,011			29,619
Property and equipment, net of accumulated depreciation of $19,155 and $18,958, respectively		4,853			5,084
Goodwill		2,116			2,116
Other intangible assets, net of accumulated amortization of $543 and $525, respectively		315			327
Right-of-use operating lease assets, net		578			585
Long-term investments		7,925			10,875
Other assets		205			191
Total assets	$	47,003		$	48,797
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,124		$	2,915
Accrued liabilities:
Operating lease liabilities - current		84			77
Employee compensation		743			1,248
Other accrued liabilities		2,375			1,615
Total current liabilities		5,326			5,855
Operating lease liabilities - non-current		536			548
Deferred income taxes, net		176			176
Other liabilities		301			263
Total liabilities		6,339			6,842
Stockholders’ equity:
Common stock, $.01 par value, 40,000,000 shares authorized, 32,281,179 and 31,767,329 shares issued, and 31,074,438 and 30,708,273 shares outstanding, respectively		322			317
Additional paid-in capital		165,503			165,295
Accumulated deficit		(120,900	)		(119,472	)
Accumulated other comprehensive loss		(1,769	)		(1,915	)
Nil coupon perpetual loan notes		76			76
Treasury stock, at cost		(2,568	)		(2,346	)
Total stockholders’ equity		40,664			41,955
Total liabilities and stockholders’ equity	$	47,003		$	48,797

See notes to condensed consolidated financial statements.

Table of Contents

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per-share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Revenues	$	5,558		$	7,042		$	11,940		$	11,999
Costs and expenses:
Cost of sales		3,029			4,090			6,452			7,018
Selling, general and administrative		3,347			3,245			6,688			6,590
Research and development		490			422			1,060			798
		6,866			7,757			14,200			14,406
Operating loss		(1,308	)		(715	)		(2,260	)		(2,407	)
Interest income		537			334			816			645
Other income (expense), net		86			(34	)		20			1,639
Loss before income taxes		(685	)		(415	)		(1,424	)		(123	)
Income tax expense		(4	)		(6	)		(4	)		(17	)
Net loss	$	(689	)	$	(421	)	$	(1,428	)	$	(140	)
Net loss per common share:
Basic net loss per common share	$	(0.02	)	$	(0.01	)	$	(0.05	)	$	(0.00	)
Diluted net loss per common share	$	(0.02	)	$	(0.01	)	$	(0.05	)	$	(0.00	)
Weighted-average number of common shares outstanding:
Basic		30,868,000			30,482,000			30,796,000			30,434,000
Diluted		30,868,000			30,482,000			30,796,000			30,434,000

See notes to condensed consolidated financial statements.

Table of Contents

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Net loss	$	(689	)	$	(421	)	$	(1,428	)	$	(140	)
Other comprehensive income (loss):
Foreign currency translation adjustments		11			5			146			(138	)
Comprehensive loss	$	(678	)	$	(416	)	$	(1,282	)	$	(278	)

See notes to condensed consolidated financial statements.

Table of Contents

FUEL TECH, INC.

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 six months ended June 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		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
Net loss		—			—		—			(421	)		—			—		—			(421	)
Foreign currency translation adjustments		—			—		—			—			5			—		—			5
Stock compensation expense		—			—		124			—			—			—		—			124
Common shares issued upon vesting of restricted stock units		406			4		(4	)		—			—			—		—			—
Taxes paid on behalf of equity award participants		(83	)		—		—			—			—			—		(95	)		(95	)
Balance at June 30, 2024		30,708		$	317	$	165,077		$	(117,669	)	$	(1,886	)	$	76	$	(2,346	)	$	43,569

The following summarizes the changes in total stockholders' equity for the three and six months ended June 30, 2025:

												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, 2024		30,708		$	317	$	165,295		$	(119,472	)	$	(1,915	)	$	76	$	(2,346	)	$	41,955
Net loss		—			—		—			(739	)		—			—		—			(739	)
Foreign currency translation adjustments		—			—		—			—			135			—		—			135
Stock compensation expense		—			—		110			—			—			—		—			110
Common shares issued upon vesting of restricted stock units		85			1		—			—			—			—		—			1
Taxes paid on behalf of equity award participants		(24	)		—		—			—			—			—		(24	)		(24	)
Balance at March 31, 2025		30,769		$	318	$	165,405		$	(120,211	)	$	(1,780	)	$	76	$	(2,370	)	$	41,438
Net loss		—			—		—			(689	)		—			—		—			(689	)
Foreign currency translation adjustments		—			—		—			—			11			—		—			11
Stock compensation expense		—			—		102			—			—			—		—			102
Common shares issued upon vesting of restricted stock units		429			4		(4	)		—			—			—		—			—
Taxes paid on behalf of equity award participants		(123	)		—		—			—			—			—		(198	)		(198	)
Balance at June 30, 2025		31,075		$	322	$	165,503		$	(120,900	)	$	(1,769	)	$	76	$	(2,568	)	$	40,664

See notes to condensed consolidated financial statements.

Table of Contents

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Six Months Ended
	June 30,
	2025			2024
Operating Activities
Net loss	$	(1,428	)	$	(140	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		327			161
Amortization		18			31
Non-cash interest income on held-to-maturity securities		(90	)		(72	)
Stock-based compensation, net of forfeitures		212			228
Changes in operating assets and liabilities:
Accounts receivable	<

SEC Form 10-Q filed by Fuel Tech Inc.