-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hhfq6bqkhHkghlw3zkBUdvSq3b4cVuVNXcsTxnH8ck1KC4CUgh5BZMsxSYT63AH6 BgKuhzaG/T1Al9eCM5Crjg== 0001125282-04-003713.txt : 20040809 0001125282-04-003713.hdr.sgml : 20040809 20040809164022 ACCESSION NUMBER: 0001125282-04-003713 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUEL TECH N V CENTRAL INDEX KEY: 0000846913 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21724 FILM NUMBER: 04961838 BUSINESS ADDRESS: STREET 1: CASTORWEG 22-24 CITY: CURACAO NETHERLANDS STATE: P7 MAIL ADDRESS: STREET 1: C/O FUEL TECH INC STREET 2: 300 ATLANTIC ST CITY: STAMFORD STATE: CT ZIP: 06901 10-Q 1 b400200_10q.txt FORM 10-Q ------------- 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 June 30, 2004 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 ------------- 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 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 July 30, 2004, there were outstanding 19,514,835 shares of Common Stock, par value $0.01 per share, of the registrant. =============================================================================== FUEL-TECH N.V. Form 10-Q for the six-month period ended June 30, 2004 INDEX
Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of June 30, 2004 1 and December 31, 2003 Condensed Consolidated Statements of Operations for the Three and Six 2 Month Periods Ended June 30, 2004 and 2003 Condensed Consolidated Statements of Cash Flows for the Six 3 Month Periods Ended June 30, 2004 and 2003 Notes to the Condensed Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of 8 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. Changes in Securities 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)
June 30, December 31, 2004 2003 --------------- --------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 5,147 $ 7,812 Accounts receivable, net 6,454 6,095 Prepaid expenses and other current assets 1,830 1,107 --------------- --------------- Total current assets 13,431 15,014 Equipment, net of accumulated depreciation of $6,528 and $6,165, respectively 3,012 2,127 Goodwill 2,119 2,119 Other intangible assets, net of accumulated amortization of $72 and $24, respectively 1,226 1,274 Other 845 1,064 --------------- --------------- Total assets $ 20,633 $ 21,598 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 3,095 $ 2,244 Accrued expenses 724 1,744 --------------- --------------- Total current liabilities 3,819 3,988 Other liabilities 291 299 --------------- --------------- Total liabilities 4,110 4,287 Stockholders' equity: Common stock, par value $0.01 per share, authorized 40,000,000 shares, 19,514,835 and 19,621,503 shares issued, respectively 195 196 Additional paid-in capital 88,584 89,698 Accumulated deficit (72,807) (72,030) Accumulated other comprehensive income 19 48 Treasury stock -- (1,133) Nil coupon perpetual loan notes 532 532 --------------- --------------- Total stockholders' equity 16,523 17,311 --------------- --------------- Total liabilities and stockholders' equity $ 20,633 $ 21,598 =============== ===============
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 Six Months Ended June 30 June 30 2004 2003 2004 2003 -------------------- --------------------- Net sales $ 7,352 $ 9,968 $ 13,504 $ 18,004 Costs and expenses: Cost of sales 4,196 6,411 7,412 11,820 Selling, general and administrative 3,114 2,750 6,266 5,604 Research and development 270 295 573 606 ---------- --------- ---------- --------- Operating (loss) income (228) 512 (747) (26) Interest expense -- (9) -- (25) Other (loss) income, net (43) 97 (30) 134 ---------- --------- ---------- --------- Income before taxes (271) 600 (777) 83 Income taxes -- -- -- -- ---------- --------- ---------- --------- Net (loss) income $ (271) $ 600 $ (777) $ 83 ========== ========= ========== ========= Net (loss) income per common share: Basic $ (.01) $ .03 $ (.04) $ -- ========== ========= ========== ========== Diluted $ (.01) $ .03 $ (.04) $ -- ========== ========= ========== ========== Average number of common shares outstanding: Basic 19,512,000 19,582,000 19,508,000 19,571,000 ========== ========== ========== ========== Diluted 19,512,000 22,147,000 19,508,000 22,089,000 ========== ========== ========== ==========
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)
Six Months Ended June 30 2004 2003 ------------------------------ OPERATING ACTIVITIES Net cash used in operating activities $ (1,152) $ (2,426) ------------- ------------- INVESTING ACTIVITIES Purchases of equipment and patents (1,505) (668) ------------- ------------- Net cash used in investing activities (1,505) (668) ------------- ------------- FINANCING ACTIVITIES Exercise of stock options 21 153 Purchase of treasury shares -- (35) Repayment of borrowings -- (1,800) ------------- ------------- Net cash provided by (used in) financing activities 21 (1,682) ------------- ------------- Effect of exchange rate fluctuations on cash (29) (3) ------------- ------------- NET DECREASE IN CASH AND CASH EQUIVALENTS (2,665) (4,779) Cash and cash equivalents at beginning of period 7,812 10,939 ------------- ------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,147 $ 6,160 ============= =============
See notes to condensed consolidated financial statements. 3 FUEL-TECH N.V. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2004 (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 six-month period ended June 30, 2004, are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. The balance sheet at December 31, 2003, 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, 2003. Fuel-Tech N.V. through its subsidiaries (the "Company"), is a technology company active in the business of air pollution control. The Company, 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. Such amounts have been excluded for the three and six-month periods ended June 30, 2004, as they are antidilutive to the net loss for these periods. The following table sets forth the weighted-average shares (in thousands) used in calculating the earnings per share for the three and six month periods ended June 30, 2004 and 2003:
Three months ended Six months ended 2004 2003 2004 2003 ---------------------- ------------------- Basic weighted-average shares 19,512 19,582 19,508 19,571 Conversion of unsecured loan notes -- 85 -- 85 Unexercised options and warrants -- 2,480 -- 2,433 ---------------------- -------------------- Diluted weighted-average shares 19,512 22,147 19,508 22,089 ====================== ===================
NOTE C: TOTAL COMPREHENSIVE (LOSS) INCOME Total comprehensive (loss) income for the Company is comprised of net (loss) income and the impact of foreign currency translation. The total comprehensive (loss) income was $(278,000) and $592,000 for the three-month periods ended June 30, 2004 and 2003, respectively. The total comprehensive (loss) income was $(806,000) and $81,000 for the six-month periods ended June 30, 2004 and 2003, respectively.
For the three months ended June 30 For the six months ended June 30 ------------------------------------------ -------------------------------------- 2004 2003 2004 2003 ------------------ ------------------- ---------------- -------------------- Comprehensive (loss) income: Net (loss) income $ (271,000) $ 600,000 $ (777,000) $ 83,000 Foreign currency translation (7,000) (8,000) (29,000) (2,000) ------------------ ------------------- ---------------- ------------------ $ (278,000) $ 592,000 $ (806,000) $ 81,000 ================== =================== ================ ==================
5 NOTE D: DERIVATIVE FINANCIAL INSTRUMENTS Foreign Currency Risk Management: The Company's earnings and cash flow are subject to fluctuations due to changes in foreign currency exchange rates. The Company 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. 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 loss and loss per share would have been adjusted as follows for the three and six-month periods ended June 30, 2004 and 2003:
(in thousands) For the three months For the six months ended ended June 30 June 30 2004 2003 2004 2003 ------------------------------------------------------------ Net (loss) income As reported $(271) $600 $ (777) $ 83 As adjusted (532) 334 (1,206) (339) Basic and diluted (loss) income per share: Basic - as reported $(.01) $.03 $(.04) $ - Basic - as adjusted $(.03) $.02 $(.06) $(.02) Diluted - as reported $(.01) $.03 $(.04) $ - Diluted - as adjusted $(.03) $.02 $(.06) $(.02)
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) had a $10.0 million revolving credit facility expiring July 31, 2004, which was collateralized by all personal property owned by FTI. Effective June 30, 2004, FTI amended the facility to increase the line to $15,000,000, and to extend the expiration date until July 31, 2006. 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 The Company can choose which rate to apply to borrowings. At June 30, 2004, there are no borrowings outstanding on the facility. NOTE G: BUSINESS SEGMENT AND GEOGRAPHIC DISCLOSURES The Company operates in one business segment providing technology solutions, including equipment and specialty chemicals, to operators of utility and industrial boilers that improve boiler performance and reduce emissions of nitrogen oxides. Information concerning the Company's operations by geographic area is provided below. Operating income (loss) represents sales less cost of products sold and operating expenses. Foreign operating expenses include direct expenses incurred outside of the United States by foreign corporations controlled by the Company plus an allocation of selling and general expenses incurred in the United States that are directly related to the foreign operations. Assets are those directly associated with operations in the geographic area.
For the three months ended June 30 For the six months ended June 30 ------------------------------------------ --------------------------------------- 2004 2003 2004 2003 ------------------ ------------------- ----------------- ------------------ Revenues: United States $6,352,000 $8,948,000 $10,929,000 $15,858,000 Foreign 1,000,000 1,020,000 2,575,000 2,146,000 ------------------ ------------------- ----------------- ------------------ $7,352,000 $9,968,000 $13,504,000 $18,004,000 ================== =================== ================= ================== Operating income (loss): United States $ (110,000) $669,000 $ (689,000) $ 97,000 Foreign (118,000) (157,000) (58,000) (123,000) ------------------- ------------------- ----------------- ------------------ $ (228,000) $ 512,000 $ (747,000) $ (26,000) =================== =================== ================= ==================
June 30, December 31, 2004 2003 ------------------ ------------------- Assets: United States $19,045,000 $19,487,000 Foreign 1,588,000 2,111,000 ------------------ ------------------- $20,633,000 $21,598,000 ================== ===================
7 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 June 30, 2004 and 2003 were $7,352,000 and $9,968,000, respectively, while net sales for the six months ended June 30, 2004 and 2003 were 13,504,000 and 18,004,000, respectively. The year on year decline for both periods reflects the expected reduction in revenues derived from the NOx reduction project business. As referred to in previous filings, although the Environmental Protection Agency's (EPA) SIP (State Implementation Plan) Call regulation is effective as of May 31, 2004, there are several factors that have led to a slowing of equipment orders in the air pollution control business in recent months. Depressed NOx allowance prices for 2004, which are the result of weak demand for power and the existence of a shortened ozone season, have caused some utilities to delay capital spending and to meet their requirements on a short-term basis through the purchase of allowances and other temporary means. In addition, many utilities continue to experience significant capital constraints. Based on these market factors, the air pollution control business did weaken during the latter portion of 2003, and was expected to be weak during the first half of 2004. It is expected that the second half of 2004 will start to show improvement, with increased strength in 2005 and 2006. Fuel Tech continues to work towards developing alliance agreements with critical customers as they look to finalize their compliance plans. The decline in NOx reduction project revenues for the quarter was partially offset by a 67% increase in Fuel treatment chemical revenues, as this product line contributed revenues at record levels during the first half of 2004. Revenues derived from Western coal-fired utility boilers had the largest year on year impact. Contributions from the customer accounts acquired from Martin Marietta Magnesia Specialties, LLC on September 30, 2003, also contributed to the increase. Fuel Tech believes that its success on several Western coal-fired utility boilers, along with intensely focused sales and marketing efforts and the utilization of strategic partners in related businesses, will lead to further penetration of the Western coal-fired utility market in the near future. This market represents the largest market opportunity for the fuel treatment chemical business and penetration into this market is a priority. The Company's TIFI (targeted in-furnace injection) technology alleviates the slagging and fouling issues associated with burning coals that are high in low-melting-point ash constituents, such as sodium. Fuel Tech has received three orders for demonstrations on coal-fired boilers at critical utilities in 2004, and additional orders are expected. Cost of sales as a percentage of net sales for the three-month period ended June 30, 2004 declined to 57% from 64% in the second quarter of the prior year. On a year to date basis the cost of sales percentage is 55% and 66%, respectively for 2004 and 2003. A significantly larger percentage of the revenues for the second quarter and first six months of 2003 were generated by NOx reduction projects (in particular lower margin turnkey projects) than in 2004. Gross margins from the fuel treatment chemical product line are greater than the NOx reduction project business. Selling, general and administrative expenses were $3,114,000 and $2,750,000 for the three months ended June 30, 2004 and 2003, respectively while these expenses for the six months ended June 30, 2004 and 2003 were $6,266,000 and $5,604,000, respectively. The increase is due primarily to the addition of sales resources for the fuel treatment chemical business. Research and development expenses for the quarter ended June 30, 2004 and on a year to date basis, are at the same level as the prior year. The Company continues to pursue commercial applications for its technologies outside of its traditional markets. There was no interest expense recorded for the quarter or six month period ended June 30, 2004. In the second quarter of 2003 the Company paid off the entirety of its outstanding debt balance. 8 The decline in other income and expense for the three and six month periods ended June 30, 2004 versus the prior year was due to a reduction in interest income resulting from a reduction in the average outstanding cash balance and to the non recurrence of a favorable impact from foreign currency translation in the prior year. A provision for federal or state income taxes was not recorded during the three or six month periods ended June 30, 2004 due to the net loss. 9 LIQUIDITY AND SOURCES OF CAPITAL For the six months ended June 30, 2004, the Company used cash for operating activities in the amount of $1,152,000, while $2,426,000 was used by operating activities for the same period in 2003. The reduction in the use of cash from operations was due primarily to a lesser reduction in accounts payable and accrued expenses during the first six months of 2004 than was experienced during the first quarter of 2003. At June 30, 2004 and December 31, 2003, the Company had cash and cash equivalents of $5,147,000 and $7,812,000, respectively, while working capital for the same two periods was $9,612,000 and $11,026,000, respectively. The decline in cash and working capital from December 31, 2003 was driven by the net loss, and by the investment in equipment to support the fuel treatment chemical business. 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 the Company'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 the Company's Form 10-K for the year ended December 31, 2003. Item 3. Quantitative and Qualitative Disclosures about Market Risk Foreign Currency Risk Management: The Company's earnings and cash flow are subject to fluctuations due to changes in foreign currency exchange rates. The Company 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 The Company maintains disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in the Company'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. The Company's management, with the participation of its principal executive and financial officers, has evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The Company'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. There was no change in the Company'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, the Company's internal control over financial reporting. 11 PART II. OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders At the Fuel Tech Annual Meeting on June 3, 2004, 15,016,831 common shares, par value $0.01 per share, or, according to the records of Fuel Tech's Transfer Agent, 76.97% of Fuel Tech's issued and outstanding common shares as of April 5, 2004, were represented in person or by proxy; and (i) the proposal to approve the Report of Management and the Financial Statements for the year ended December 31, 2003 was approved by a vote of 14,878,183 for, 2,130 against and 136,498 abstaining; (ii) the proposal to elect seven nominees as Managing Directors was approved by a vote as to each individual nominee, as follows: Shares Shares Name For Withheld ---- --- -------- Douglas G. Bailey 14,253,851 762,980 Ralph E. Bailey 14,446,152 570,679 Miguel Espinosa 14,859,321 157,510 Charles W. Grinnell 14,832,461 184,370 John D. Morrow 14,478,951 537,880 Samer S. Khanachet 14,859,351 157,480 Thomas S. Shaw 14,833,861 182,970 (iii) the proposal to ratify the appointment of Ernst & Young LLP as the independent auditors for the year 2004 was approved by a vote of 14,900,578 for, 0 against and 116,253 abstaining. Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K a. Exhibits Exhibit 31.1 and 31.2 are filed herewith Exhibit 32 is furnished herewith b. Reports on Form 8-K The Company filed form 8-K on May 6, 2004. This filing included the Company's financial results for the first quarter ended March 31, 2004. 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: August 9, 2004 By: /s/ Ralph E. Bailey ------------------- Ralph E. Bailey Chairman, Managing Director and Chief Executive Officer Date: August 9, 2004 By: /s/ Vincent J. Arnone --------------------- Vincent J. Arnone Chief Financial Officer, Vice President and Treasurer 13 EX-31.1 2 b400200_ex31-1.txt CERTIFICATION BY CHAIRMAN, MANAGING DIRECTOR&CEO EXHIBIT 31.1 I, Ralph E. Bailey, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Fuel-Tech N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules l3a-15 (e) and 15d-15 (e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: as of August 9, 2004 By: /s/ Ralph E. Bailey ------------------- Ralph E. Bailey Chairman, Managing Director and Chief Executive Officer EX-31.2 3 b400200_ex31-2.txt CERTIFICATION BY CFO, VICE PRES. & TREASURER EXHIBIT 31.2 I, Vincent J. Arnone, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Fuel-Tech N.V.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules l3a-15 (e) and 15d-15 (e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: as of August 9, 2004 By: /s/ Vincent J. Arnone --------------------- Vincent J. Arnone Chief Financial Officer, Vice President and Treasurer EX-32 4 b400200_ex32.txt CERTIFICATION OF CEO AND CFO EXHIBIT 32 The undersigned in their capacities as Chief Executive Officer and Chief Financial Officer of the Registrant do hereby certify that: (i) this report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (ii) information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of, and for, the periods presented in the report. Date: August 9, 2004 By: /s/ Ralph E. Bailey Ralph E. Bailey Chairman, Managing Director and Chief Executive Officer Date: August 9, 2004 By: /s/ Vincent J. Arnone Vincent J. Arnone Vice President, Treasurer and Chief Financial Officer Pursuant to Section 906 of the Sarbarnes-Oxley Act of 2002 (the "Act") this certification accompanies the Report and shall not, except to the extent required by the Act, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Fuel-Tech N.V. and will be retained by Fuel-Tech N.V. and furnished to the Securities and Exchange Commission or its staff upon request. 15 -----END PRIVACY-ENHANCED MESSAGE-----