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, 2021~~March 31, 2022

☐	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. ~~(Check one):~~

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, 2021~~April 29, 2022 there were ~~outstanding 30,263,791 shares~~outstanding 30,296,297 shares of Common Stock, par value $0.01 per share, of the registrant.

Table of Contents

	June 30,			December 31,			March 31,			December 31,
	2021			2020			2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	36,194		$	10,640		$	34,174		$	35,893
Restricted cash		98			1,595			1,066			891
Accounts receivable, net		3,403			6,548			4,795			3,259
Inventories, net		194			97			361			348
Prepaid expenses and other current assets		1,555			2,193			1,060			1,074
Total current assets		41,444			21,073			41,456			41,465
Property and equipment, net of accumulated depreciation of $18,459 and $26,889, respectively		5,087			5,220
Property and equipment, net of accumulated depreciation of $18,325 and $18,243, respectively								4,554			4,609
Goodwill		2,116			2,116			2,116			2,116
Other intangible assets, net of accumulated amortization of $828 and $757, respectively		516			553
Other intangible assets, net of accumulated amortization of $355 and $341, respectively								448			448
Restricted cash		270			371			0			270
Right-of-use operating lease assets		311			394			210			242
Other assets		317			361			837			824
Total assets	$	50,061		$	30,088		$	49,621		$	49,974
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,400		$	2,353		$	2,240		$	1,561
Accrued liabilities:
Operating lease liabilities - current		132			149			106			113
Employee compensation		681			930			637			688
Other accrued liabilities		1,339			2,099			999			861
Total current liabilities		3,552			5,531			3,982			3,223
Operating lease liabilities - non-current		171			237			98			122
Long-term borrowings		0			1,556
Deferred income taxes, net		134			134			139			139
Other liabilities		306			309			269			290
Total liabilities		4,163			7,767			4,488			3,774
Stockholders’ equity:
Common stock, $.01 par value, 40,000,000 shares authorized, 31,227,300 and 25,639,702 shares issued, and 30,263,791 and 25,228,951 shares outstanding, respectively		312			262
Common stock, $.01 par value, 40,000,000 shares authorized, 31,272,303 and 31,227,300 shares issued, and 30,296,297 and 30,263,791 shares outstanding, respectively								313			312
Additional paid-in capital		164,157			140,138			164,216			164,199
Accumulated deficit		(114,983	)		(114,603	)		(115,547	)		(114,549	)
Accumulated other comprehensive loss		(1,430	)		(1,370	)		(1,674	)		(1,604	)
Nil coupon perpetual loan notes		76			76			76			76
Treasury stock, at cost		(2,234	)		(2,182	)		(2,251	)		(2,234	)
Total stockholders’ equity		45,898			22,321			45,133			46,200
Total liabilities and stockholders’ equity	$	50,061		$	30,088		$	49,621		$	49,974

Three Months Ended

Six Months Ended

June 30,

June 30,

2021

2020

2021

2020

Net loss
$ (778 ) $ (2,544 ) $ (380 ) $ (5,111 )
Other comprehensive income (loss):

Foreign currency translation adjustments
133 152 (60 ) (79 )
Comprehensive loss
$ (645 ) $ (2,392 ) $ (440 ) $ (5,190 )

	Three Months Ended
	March 31,
	2022			2021
Net (loss) income	$	(998	)	$	398
Other comprehensive loss:
Foreign currency translation adjustments		(70	)		(193	)
Comprehensive (loss) income	$	(1,068	)	$	205

~~Condensed Statements of Stockholders’ Equity~~CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)(in thousands of dollars or shares, as ~~appropriate~~)appropriate)

The following summarizes the changes in total stockholders' equity for the three ~~and six~~ months ended ~~June 30, 2020:~~March 31, 2021:

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, 2019
24,592 $ 254 $ 139,560 $ (110,325 ) $ (1,778 ) $ 76 $ (1,612 ) $ 26,175
Net loss
— 0 0 (2,567 ) 0 0 0 (2,567 )
Foreign currency translation adjustments
— 0 0 0 (231 ) 0 0 (231 )
Stock compensation expense
— 0 81 0 0 0 0 81
Common shares issued upon vesting of restricted stock units
55 0 0 0 0 0 0 0
Treasury shares withheld
(11 ) 0 0 0 0 0 (5 ) (5 )
Balance at March 31, 2020
24,636 $ 254 $ 139,641 $ (112,892 ) $ (2,009 ) $ 76 $ (1,617 ) $ 23,453
Net loss
— 0 0 (2,544 ) 0 0 0 (2,544 )
Foreign currency translation adjustments
— 0 0 0 152 0 0 152
Stock compensation expense
— 0 69 0 0 0 0 69
Common shares issued upon vesting of restricted stock units
66 1 0 0 0 0 (1 ) 0
Treasury shares withheld
(1 ) 0 0 0 0 0 0 0
Balance at June 30, 2020
24,701 $ 255 $ 139,710 $ (115,436 ) $ (1,857 ) $ 76 $ (1,618 ) $ 21,130

											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, 2020		25,229		$	262	$	140,138	$	(114,603	)	$	(1,370	)	$	76	$	(2,182	)	$	22,321
Net income		—			0		0		398			0			0		0			398
Foreign currency translation adjustments		—			0		0		0			(193	)		0		0			(193	)
Stock compensation expense		—			0		20		0			0			0		0			20
Common stock issued in connection with private placement, net		5,000			50		23,979		0			0			0		0			24,029
Common shares issued upon vesting of restricted stock units		50			0		0		0			0			0		0			0
Taxes paid on behalf of equity award participants		(15	)		0		0		0			0			0		(52	)		(52	)
Balance at March 31, 2021		30,264		$	312	$	164,137	$	(114,205	)	$	(1,563	)	$	76	$	(2,234	)	$	46,523

The following summarizes the changes in total stockholders' equity for the three ~~and six~~ months ended ~~June 30, 2021:~~March 31, 2022:

											Accumulated			Nil																			Accumulated			Nil
						Additional					Other			Coupon													Additional						Other			Coupon
	Common Stock					Paid-in		Accumulated			Comprehensive			Perpetual		Treasury						Common Stock					Paid-in			Accumulated			Comprehensive			Perpetual		Treasury
	Shares			Amount		Capital		Deficit			Loss			Loan Notes		Stock			Total			Shares			Amount		Capital			Deficit			Loss			Loan Notes		Stock			Total
Balance at December 31, 2020		25,229		$	262	$	140,138	$	(114,603	)	$	(1,370	)	$	76	$	(2,182	)	$	22,321
Net income		—			0		0		398			0			0		0			398
Foreign currency translation adjustments		—			0		0		0			(193	)		0		0			(193	)
Stock compensation expense		—			0		20		0			0			0		0			20
Common stock issued in connection with private placement, net		5,000			50		23,979		0			0			0		0			24,029
Common shares issued upon vesting of restricted stock units		50			0		0		0			0			0		0			0
Treasury shares withheld		(15	)		0		0		0			0			0		(52	)		(52	)
Balance at March 31, 2021		30,264		$	312	$	164,137	$	(114,205	)	$	(1,563	)	$	76	$	(2,234	)	$	46,523
Balance at December 31, 2021																							30,264		$	312	$	164,199		$	(114,549	)	$	(1,604	)	$	76	$	(2,234	)	$	46,200
Net loss		—			0		0		(778	)		0			0		0			(778	)		—			0		0			(998	)		0			0		0			(998	)
Foreign currency translation adjustments		—			0		0		0			133			0		0			133			—			0		0			0			(70	)		0		0			(70	)
Stock compensation expense		—			0		20		0			0			0		0			20			—			0		18			0			0			0		0			18
Balance at June 30, 2021		30,264		$	312	$	164,157	$	(114,983	)	$	(1,430	)	$	76	$	(2,234	)	$	45,898
Common shares issued upon vesting of restricted stock units																							45			1		(1	)		0			0			0		0			0
Taxes paid on behalf of equity award participants																							(13	)		0		0			0			0			0		(17	)		(17	)
Balance at March 31, 2022																							30,296		$	313	$	164,216		$	(115,547	)	$	(1,674	)	$	76	$	(2,251	)	$	45,133

	Six Months Ended						Three Months Ended
	June 30,						March 31,
	2021			2020			2022			2021
Operating Activities
Net loss	$	(380	)	$	(5,111	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Net (loss) income							$	(998	)	$	398
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation		319			329			94			168
Amortization		71			85			14			34
Loss on disposal of equipment		13			0			0			2
Provision for doubtful accounts, net of recoveries		23			(1,082	)		(25	)		47
Stock-based compensation, net of forfeitures		40			150			18			20
Gain on forgiveness of Paycheck Protection Plan Loan		(1,556	)		0
Gain of forgiveness on Paycheck Protection Plan Loan								0			(1,556	)
Changes in operating assets and liabilities:
Accounts receivable		3,079			1,863			(1,520	)		1,831
Inventories		(97	)		(78	)		(13	)		(59	)
Prepaid expenses, other current assets and other non-current assets		681			424			(3	)		422
Accounts payable		(943	)		(531	)		682			(874	)
Accrued liabilities and other non-current liabilities		(1,021	)		537			5			(658	)
Net cash provided by (used in) operating activities		229			(3,414	)
Net cash used in operating activities								(1,746	)		(225	)
Investing Activities
Purchases of equipment and patents		(237	)		(122	)		(53	)		(4	)
Net cash used in investing activities		(237	)		(122	)		(53	)		(4	)
Financing Activities
Proceeds from borrowings		0			1,556
Proceeds from sale of common stock issued in connection with private placement		25,812			0			0			25,812
Costs related to sale of common stock issued in connection with private placement		(1,783	)		0			0			(1,783	)
Taxes paid on behalf of equity award participants		(52	)		(6	)		(17	)		(52	)
Net cash provided by financing activities		23,977			1,550
Net cash (used in) provided by financing activities								(17	)		23,977
Effect of exchange rate fluctuations on cash		(13	)		(258	)		2			(223	)
Net increase (decrease) in cash, cash equivalents and restricted cash		23,956			(2,244	)
Net (decrease) increase in cash, cash equivalents and restricted cash								(1,814	)		23,525
Cash, cash equivalents, and restricted cash at beginning of period (Note 2)		12,606			13,501			37,054			12,606
Cash, cash equivalents and restricted cash at end of period (Note 2)	$	36,562		$	11,257		$	35,240		$	36,131

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 ~~NOx~~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 nozzle to deliver supersaturated oxygen solutions and other gas-water combinations to target process applications or environmental issues. This infusion process has a variety of applications in the water and wastewater industries, including remediation, aeration, biological treatment, and wastewater odor management.

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.

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")~~(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 athe fair ~~presentation~~statement of ~~the statements~~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~~ ~~six~~months ended ~~June 30, 2021~~March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, ~~2021.~~2022. 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, ~~2020~~2021 as filed with the Securities and Exchange Commission.

The effects of the coronavirus (COVID-19) global pandemic ~~has~~have presented significant risks to the Company, not all of which the Company is able to fully evaluate or even foresee at the current time. Although the impact of the pandemic is difficult to quantify, the Company has experienced, and may continue to experience, reductions in demand for certain of our products due to the delay or abandonment of ongoing or anticipated projects due to our customers’, suppliers’ and other third parties’ financial distress or concern regarding the volatility of global markets.

Geopolitical events and global economic sanctions resulting from the ongoing conflict between Russia and Ukraine may impact new or existing projects and the prices and availability of raw materials, energy and other materials. These events may also impact energy and regulatory policy nationally or regionally for the impacted regions.

Management cannot predict the full impact of the COVID-19 pandemic and geopolitical events on the Company’s sales and marketing channels and supply chain, and as a result, the ultimate extent of the effects ~~of the COVID-~~19 ~~pandemic~~ on the Company is highly uncertain and will depend on future developments. Such effects could exist for an extended period of ~~time even after~~time. The Company continues to monitor the ~~pandemic might end.~~potential impacts on the business.

On ~~February 11, 2021,~~ Fuel Tech entered into a securities purchase agreement to issue and sell, in a private placement, 5,000,000 shares of Common Stock and 2,500,000 warrants exercisable for a total of 2,500,000 shares of Common Stock with an exercise price of $5.10 per Warrant Share, at a purchase price of $5.1625 per Share and associated warrant. The gross proceeds to the Company from the Private Placement were $25,812, before deducting placement agent fees and offering expenses of $1,783. Subject to certain ownership limitations, the Warrants are immediately exercisable upon issuance and expire on the ~~five~~ ~~and~~ ~~one~~-half year anniversary of the effective date of the registration statement registering the Warrant Shares for resale. In addition, the Company issued to the placement agent Warrants to purchase up to 350,000 shares of Common Stock. The Placement Agent Warrants are exercisable at an exercise price of $6.45 per share of Common Stock and expire on the ~~five~~ ~~and~~ ~~one~~~~-half year anniversary of the effective date of the registration statement registering the Shares and the Warrant Shares for resale.~~

Restricted cash as of ~~June 30, 2021~~March 31, 2022 represents funds that are restricted to satisfy any amount borrowed against the Company's Cash Collateral Security agreement with BMO Harris Bank N.A. The balance of restricted cash totaling ~~$368~~$1,066 is comprised of ~~$98 in~~ current assets relating to existing standby letters of credit with varying maturity ~~dates and expire~~ no ~~later than~~ ~~June~~ ~~30,~~~~2022~~ ~~and $270 in long-term assets will remain through~~dates, the ~~expiration dates of the underlying standby letter of credits (the~~ latest maturity date is February 1, ~~2023)~~2023, with BMO Harris Bank N.A. ~~Refer to Note~~ 10 ~~Debt Financing for further information on the Cash Collateral Security agreement with BMO Harris Bank N.A.~~

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows:

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 March 31, 2022 and December 31, 2021, inventory included equipment constructed for resale of $227 and $227, respectively, and spare parts, net of reserves of $134 and $121, respectively. Usage is recorded in cost of sales in the period that parts were issued to a project, used to service equipment, or sold to customers. Inventories are periodically evaluated to identify obsolete or otherwise impaired parts and are written off when management determines usage is not probable. The Company ~~applies~~estimates the ~~provisions~~balance of ~~Accounting Standards Codification ("ASC")~~ ~~842,~~ ~~Leases. The Company determines if an arrangement is a lease at inception~~excess and obsolete inventory by ~~evaluating whether~~analyzing inventory by age using last used and original purchase date and existing sales pipeline for which the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Right-of-use ("ROU") assets and lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. Operating ROU assets also include the impact of any lease incentives. Operating leases are included in right-of-use ("ROU") operating lease assets, operating lease liabilities - current, and operating lease liabilities - non-current on our Condensed Consolidated Balance Sheets.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do ~~not~~ provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms ~~may~~ include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

~~We have lease agreements with lease and non-lease components, and we elected the practical expedient to~~ ~~not~~ separate lease and non-lease components for the majority of our leases. For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. We also elected the practical expedient to keep leases with an initial term of 12 ~~months or less off of the Condensed Consolidated Balance Sheet.~~inventory could be used.

The Company recognizes revenue when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Fuel Tech’s sales of products to customers generally represent single performance obligations. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is ~~not~~ ~~separately identifiable from other promises in the contracts and, therefore,~~ ~~not~~ distinct. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.

~~We generally expense sales commissions on a ratable basis when incurred because the amortization period would have been~~ ~~one~~ ~~year or less. These costs are recorded within selling, general and administrative expenses within the Condensed Consolidated Statements of Operations.~~

~~Fuel Tech’s APC contracts are typically~~ ~~six~~ to ~~eighteen~~ ~~months in length. A typical contract will have~~ ~~three~~ or ~~four~~ critical operational measurements that, when achieved, serve as the basis for us to invoice the customer via progress billings. At a minimum, these measurements will include the generation of engineering drawings, the shipment of equipment and the completion of a system performance test.

As part of most of its contractual APC project agreements, Fuel Tech will agree to customer-specific acceptance criteria that relate to the operational performance of the system that is being sold. These criteria are determined based on modeling that is performed by Fuel Tech personnel, which is based on operational inputs that are provided by the customer. The customer will warrant that these operational inputs are accurate as they are specified in the binding contractual agreement. Further, the customer is solely responsible for the accuracy of the operating condition information; typically all performance guarantees and equipment warranties granted by us are voidable if the operating condition information is inaccurate or is ~~not~~ ~~met.~~

Since control transfers over time, revenue is recognized based on the extent of progress towards completion of the single performance obligation. Fuel Tech uses the cost-to-cost input measure of progress for our contracts since it best depicts the transfer of assets to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost input measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues are recorded proportionally as costs are incurred. Costs to fulfill include all internal and external engineering costs, equipment charges, inbound and outbound freight expenses, internal and site transfer costs, installation charges, purchasing and receiving costs, inspection costs, warehousing costs, project personnel travel expenses and other direct and indirect expenses specifically identified as project- or product-line related, as appropriate (e.g. test equipment depreciation and certain insurance expenses).

Fuel Tech’s APC product line also includes ancillary revenue for post contractual goods and services. Revenue associated with these activities are recognized at point in time when delivery of goods or completion of the service obligation is performed.

Fuel Tech has installed over 1,200 units with APC technology and normally provides performance guarantees to our customers based on the operating conditions for the project. As part of the project implementation process, we perform system start-up and optimization services that effectively serve as a test of actual project performance. We believe that this test, combined with the accuracy of the modeling that is performed, enables revenue to be recognized prior to the receipt of formal customer acceptance.

Revenues from the sale of chemical products are recognized when control transfers to customer upon shipment or delivery of the product based on the applicable shipping terms. We generally recognize revenue for these arrangements at a point in time based on our evaluation of when the customer obtains control of the promised goods or services.

On occasion, Fuel Tech will engineer and sell its chemical pumping equipment. These projects are similar in nature to the APC projects described above and for those project where control transfers over time, revenue is recognized based on the extent of progress towards completion of the single performance obligation.

For projects containing multiple performance obligations, the Company allocates the transaction price based on the estimated standalone selling price. The Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the stand-alone selling price, which ~~may~~ ~~include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs. Variable consideration is allocated specifically to~~ ~~one~~ or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts the Company would expect to receive for the satisfaction of each performance obligation.

The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

The Company receives payments from its customers based on billing schedules established in each contract. Up-front payments and fees are recorded as deferred revenue upon receipt or when due until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional.

The following table presents our revenues disaggregated by geography, based on the location of the ~~billing addresses of our customers:~~end-user:

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 consolidated balance sheets. In our Air Pollution Control ~~Technology~~(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 unbilled receivables (contract assets). These assets are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period. At ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021, contract assets for APC technology projects were approximately ~~$406~~$2,222 and ~~$2,080,~~$1,277, respectively, ~~and $0 and $269, respectively, for the FUEL CHEM technology segment,~~ and are included in accounts receivable on the condensed consolidated balance sheets. There were no contract assets for the FUEL CHEM technology segment as of March 31, 2022 or December 31, 2021.

However, the Company will periodically bill in advance of costs incurred before revenue is recognized, resulting in contract liabilities. These liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period. Contract liabilities were ~~$694~~$522 and ~~$850,~~$390, at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021, respectively, and are included in other accrued liabilities on the consolidated balance sheets.

Changes in the contract asset and liability balances during the ~~six~~three month period ended ~~June 30, 2021~~March 31, 2022, 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 ~~$49 and $157~~$230 for the three months ended March 31, 2022and $108 for ~~six~~three months ended ~~June 30,~~March 31, 2021~~, and $210 and $458 for~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2020~~, which represented primarily revenue from progress towards completion of our ~~Air Pollution Control~~APC technology contracts.

As of ~~June 30,~~March 31, 2022 and December 31, 2021, we had 10 construction ~~contract~~contracts in progress that ~~was~~were identified as a loss ~~contract and a provision for losses of $11 was recorded in other accrued liabilities on the condensed consolidated balance sheet. Refer to Footnote~~ 14 ~~for an accrual related to an equipment failure issue with a Customer that requires remedy under the warranty provision of the customer~~ contract. ~~As of~~ ~~December 31, 2020~~, we had 1 construction contract in progress that was identified as a loss contract and a provision for losses in the amount of $176 was recorded in other accrued liabilities on the consolidated balance sheet.

Remaining performance obligations represents the transaction price of ~~Air Pollution Control~~APC technology booked orders for which work has not been performed. As of ~~June 30, 2021~~March 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was ~~$4,943.~~$9,552. The Company expects to recognize revenue on approximately ~~$2,825~~$7,403 of the remaining performance obligations over the next 12 months with the remaining recognized thereafter.

On January 18, 2019, the Company announced a planned suspension of its ~~Air Pollution Control (“APC”)~~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 ~~June 30, 2021~~March 31, 2022 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 ~~$12)~~$6) in addition to collection efforts for the remaining accounts receivable.

The following table presents our revenues and net income (loss) ~~which includes the Restructuring charge line item within the Condensed Statements of Operations~~ for ~~2021~~2022 and ~~2020~~2021 in China as follows:

Total assets primarily consist of cash, accounts receivable, contract assets, prepaid expenses, and other current assets. Total liabilities consist of accounts payable and certain accrued liabilities.

The changes in accumulated other comprehensive loss by component were as follows:

Common stock held in treasury totaled ~~963,509~~976,006 and ~~948,347~~963,509 with a cost of ~~$2,234~~$2,251 and ~~$2,182~~$2,234 at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021, respectively. These shares were withheld from employees to settle personal tax withholding obligations that arose as a result of restricted stock units that vested in the periods presented.

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 ~~anti-dilutive.~~unlikely to be exercised and would be anti-dilutive if they were exercised. For the three ~~and~~ ~~six~~months ended ~~June 30, 2021~~March 31 2022, ~~and~~ ~~June 30, 2020~~, 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. For the three months ended March 31, 2021, basic earnings per share has been adjusted to include dilutive options and RSU's.

The following table sets forth the weighted-average shares used in calculating the earnings per share for the three months ended March 31, 2022 and ~~six~~2021.

For the three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~2021.

, Fuel Tech had ~~160,000 and 553,000 weighted average~~outstanding equity awards ~~outstanding at~~ ~~June 30, 2021~~ of 346,500and ~~2020,~~144,500, respectively, ~~that~~and warrants of 2,850,000 in both periods, which were ~~not~~ ~~dilutive~~antidilutive for the ~~purposes~~purpose of ~~inclusion in~~ the calculation of diluted earnings per share. For the three month period ended March 31, 2022, Fuel Tech had 56,000 incremental equity awards that were excluded from the computation of diluted earnings per share ~~but~~as the inclusion of such would have been anti-dilutive due to a net loss in the period. These equity awards could potentially ~~become dilutive~~dilute basic earnings per share in future ~~periods.~~years.

Under our stock-based employee compensation plan, referred to as the Fuel Tech, Inc. 2014 Long-Term Incentive Plan (Incentive Plan), awards may be granted to participants in the form of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, ~~Restricted Stock Units (“RSUs”),~~RSUs, Performance Awards, Bonuses or other forms of share-based or non-share-based awards or combinations thereof. Participants in the Incentive Plan 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 5,600,676 shares that may be issued or reserved for awards to participants under the Incentive Plan. As of ~~June 30, 2021~~March 31, 2022, Fuel Tech had ~~2,603,801~~2,616,298 shares available for share-based awards under the ~~2014~~Incentive Plan.

We did not record any excess tax benefits within income tax expense for the three ~~and~~ ~~six~~months ended ~~June 30, 2021~~March 31, 2022. 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~~ ~~six~~months ended ~~June 30, 2021~~March 31, 2022. In addition, we account for forfeitures of awards based on an estimate of the number of awards expected to be forfeited and adjusting 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~~ ~~six~~months ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~2021 were as follows:

Stock options granted to employees under the Incentive Plans have a 10-year life and they vest as follows: 50% after the second anniversary of the award date, 25% after the third anniversary, and the final 25% after the fourth anniversary of the award date. Fuel Tech calculates stock compensation expense for employee option awards based on the grant date fair value of the award, less expected annual forfeitures, and recognizes expense on a straight-line basis over the four-year service period of the award. Stock options granted to members of our board of directors vest immediately. Stock compensation for these awards is based on the grant date fair value of the award and is recognized in expense immediately.

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 ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was as follows:

As of ~~June 30, 2021~~March 31, 2022, there was 0 unrecognized compensation cost related to non-vested stock options granted under the Incentive Plans.

~~Restricted stock units (RSUs)~~RSUs granted to employees vest over time based on continued service (typically vesting over a period between two and four years). Such time-vested RSUs are valued at the date of grant using the intrinsic value method 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 a~~ period. At ~~2021~~March 31, 2022 ~~Executive Performance RSU Award Agreement (the~~ ~~“2021~~ ~~Agreement”) with certain officers, including its President and Chief Executive Officer pursuant to which each~~ ~~2021~~ ~~Participating Executive will have the opportunity to earn a specified amount of~~, there is 0 unvested restricted stock units (RSUs). The amount of RSUs awarded, if any, will be based on the Company’s achievement of varying levels of operating income before the impact of incentive pay (but including adjustments to reflect the payment of sales commissions) in fiscal ~~2021~~ ~~(“Operating Income”), as determined by the Company, in its sole discretion. Nevertheless,~~ no ~~Participating Executive will be entitled to any such RSUs unless the Company achieves a minimum of $1 million in Operating Income in~~ ~~2021.~~ ~~If awarded, such RSUs will vest in equal amounts (~~~~i.e.,~~~~1/3,1/3~~and ~~1/3) over~~ ~~three~~ ~~years commencing~~ ~~one~~ year after the grant date based on continued service. Such RSUs are valued at the date of grant using the intrinsic value method based on the closing price of the Company’s common stock on the grant date. Currently there is no ~~expense reflected in the financial statements for these awards as the achievement is~~ ~~not~~ ~~considered probable.~~

At ~~June 30, 2021~~~~, there is $59 of~~0 unrecognized compensation cost related to all non-vested share-based compensation arrangements granted under the Incentive Plan. ~~That cost is expected to be recognized over the remaining requisite service period of 0.72 years.~~

A summary of restricted stock unit activity for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 is as follows:

The fair value of restricted stock that vested during the ~~six~~three month period ending ~~June 30, 2021~~March 31, 2022 was ~~$75.~~$68.

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 ~~ASC~~ Accounting Standards Codification (ASC) 718, Fuel Tech accounts for these awards as equity awards as opposed to liability awards. During the ~~six~~three month periods ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~2021, Fuel Tech recorded 0 stock-based compensation expense under the Deferred Plan.

Fuel Tech uses the Black-Scholes option pricing model to estimate the grant date fair value of the warrants. The principal variable assumptions utilized in valuing warrants and the methodology for estimating such model inputs are: (1~~) risk-free interest rate of 0.59%, an estimate based on the yield of zero–coupon treasury securities with a maturity equal to the expected life of the warrant; (~~2~~) expected volatility of 94.66% – an estimate based on the historical volatility of Fuel Tech’s Common Stock for a period equal to the expected life of the warrant; and (~~3~~) expected life of the warrant of~~ ~~five~~ ~~and~~ ~~one~~~~-half years based on the term of the warrant.~~

The calculated fair value allocated to the warrants is $7,337. This amount has been recorded as Additional paid in capital - warrants and is shown net in the Additional paid in capital line of the condensed consolidated balance sheets.

~~The issuance of warrants to purchase shares of the Company's common stock are summarized as follows:~~

On April 17, 2020, the Company received $1,556 in loan proceeds from the Paycheck Protection Program ~~(the “PPP”)~~(PPP), established pursuant to the Coronavirus Aid, Relief, and Economic Security Act ~~(the “CARES Act”)~~ and administered by the U.S. Small Business Administration ~~(“SBA”)~~(SBA). The unsecured loan is evidenced by a promissory note of the Company dated April 15, 2020 (~~the “Note”)~~ in the principal amount of $1,556, issued to BMO Harris Bank N.A. ~~(the “Bank”)~~, the lender.

On January 8, 2021, the Company received full forgiveness from the SBA for the entire balance of loan proceeds used to fund its qualified payroll expenses. The Company ~~accounts~~accounted for the PPP Loan as debt in accordance with Financial Accounting Standards Board (FASB) ~~Accounting Standards Codification (ASC)~~ASC 470, Debt and ~~accrues~~accrued interest in accordance with the interest method under FASB ASC 835-30. When the loan was forgiven, the Company reduced the non-current liability by the amount forgiven and recorded other income in the Condensed Consolidated Statement of Operations.

We segregate our financial results into 2two reportable segments representing two broad technology segments as follows:

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 are provided below:

Information concerning our operations by geographic area is provided below. Revenues are attributed to countries based on the location of the ~~customer.~~end-user. Assets are those directly associated with operations of the geographic area.

~~We have~~ ~~seven~~ ~~total operating leases which relate to both office space locations and certain office equipment. Our leases have remaining lease terms of 4 months to 4 years. Our leases do~~ ~~not~~ ~~contain any material residual value guarantees or material restricted covenants and we currently have~~ no ~~material sublease arrangements. We have 0 financing leases as defined under ASC~~ ~~842.~~

~~Total operating lease expense for the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2021~~ ~~and~~ ~~2020~~~~, is as follows:~~

~~The weighted average remaining lease term was 2.67 years as of~~ ~~June 30, 2021~~~~. The weighted average discount rate was 4.63% as of~~ ~~June 30, 2021~~.

~~Remaining maturities of our existing lease liabilities as of~~ ~~June 30, 2021~~ ~~were as follows:~~

~~The following is the balance sheet classification of our existing lease liabilities as of~~ ~~June 30, 2021~~:

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.

~~During the~~ ~~third~~ ~~quarter of~~ ~~2020,~~ the Company was notified of an equipment component failure at a foreign customer location. The failure is being remedied under the warranty provision of the contract that is in place with the customer and supplier. As of ~~June 30, 2021~~ ~~and~~ ~~December 31, 2020,~~ ~~respectively, a charge of $11 and $176 was recorded in the other accrued liabilities line of the condensed consolidated balance sheets.~~

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 0 change in the warranty liability balance included in the other accrued liabilities line of the Condensed Consolidated Balance Sheets during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~2021. The warranty liability balance was $159 at ~~June 30, 2021~~ March 31, 2022and December 31, ~~2020.~~2021.

The Company’s effective tax rate is approximately ~~2.6% and 3%~~0.0% for both of the ~~six~~three~~-month~~ month periods ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~2021~~, respectively.~~. The Company's effective tax rate differs from the statutory federal tax rate of 21% for the ~~six~~three month period ended ~~June 30, 2021~~March 31, 2022 primarily due to a full valuation allowance recorded on our United States, China and Italy deferred tax assets since we cannot anticipate when or if we will have sufficient taxable income to utilize the deferred tax assets in the future. Further, our effective tax rate differs from the statutory federal tax rate due to state taxes, differences between U.S. and foreign tax rates, foreign losses incurred with no related tax benefit, non-deductible commissions, and non-deductible meals and entertainment expenses for the ~~six~~three month periods ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~2021. Income generated in the ~~six~~three months ended ~~June 30,~~March 31, 2021attributed to the gain on forgiveness of the Paycheck Protection Plan loan is tax exempt.

Fuel Tech had 0 unrecognized tax benefits as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021.

~~Goodwill is allocated among and evaluated for impairment at the reporting unit level, which is defined as an operating segment or~~ ~~one~~ ~~level below an operating segment. Fuel Tech has 2 reporting units for goodwill evaluation purposes: the FUEL CHEM~~^® ~~technology segment and the APC technology segment. There is 0 goodwill associated with our APC segment. At both~~ ~~June 30, 2021~~ ~~and~~ ~~December 31, 2020~~~~, our entire goodwill balance of $2,116 was allocated to the FUEL CHEM~~^® ~~technology segment.~~

Goodwill is allocated to each of our reporting units after considering the nature of the net assets giving rise to the goodwill and how each reporting unit would enjoy the benefits and synergies of the net assets acquired. There were 0 indications of goodwill impairment in the ~~six~~ ~~months ended~~ ~~June 30, 2021~~ ~~and~~ ~~2020~~.

~~Fuel Tech reviews other intangible assets, which include patent assets, for impairment on a recurring basis or when events or changes in circumstances indicate the carrying amount of an asset~~ ~~may~~ ~~not~~ be recoverable. In the event that impairment indicators exist, a further analysis is performed and if the sum of the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Management considers historical experience and all available information at the time the estimates of future cash flows are made, however, the actual cash values that could be realized ~~may~~ ~~differ from those that are estimated.~~

~~There were 0 indications of intangible asset impairments for the~~ ~~six~~ ~~month periods ended~~ ~~June 30, 2021~~ ~~and~~ ~~2020~~.

On April 6, 2022, the Company entered into a 2022 Executive Performance RSU Award Agreement (the “2022 Agreement”) with certain officers, including its President and Chief Executive Officer pursuant to which each 2022 Participating Executive will have the opportunity to earn a specified amount of RSUs. The amount of RSUs awarded, if any, will be based on the Company’s achievement of varying levels of operating income before the impact of incentive pay (but including adjustments to reflect the payment of sales commissions) in fiscal 2022 (“Operating Income”), as determined by the Company, ~~has evaluated subsequent events through the filing of this Quarterly Report on Form~~ 10~~-Q, and determined that there have been~~in its sole discretion. Nevertheless, no ~~events that have occurred that would require adjustments~~Participating Executive will be entitled to ~~our disclosures~~any such RSUs unless the Company achieves a minimum of $1 million in Operating Income in 2022. If awarded, such RSUs will vest in equal amounts (i.e.,1/3,1/3 and 1/3) over three years commencing one year after the grant date based on continued service. Such RSUs are valued at the date of grant based on the closing price of the Company’s common stock on the grant date. Currently there is no expense reflected in the ~~consolidated~~ financial ~~statements.~~statements for these awards as the achievement is not considered probable.

We continue to monitor our liquidity needs and in response to our continued 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 experienced continued declines in revenues and recurring losses historically. As a result, we have evaluated our ongoing business needs, and considered the cash requirements of our base business of Air Pollution Control (APC) and Fuel Chem businesses. 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, c) current availability of working capital, and d) support for our research and development initiatives. We continue to monitor our liquidity needs and 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 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.~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In the first quarter of 2022, the Company continued to experience a challenging operational environment resulting from the ongoing substitution of gas-fired and renewable energy plants for coal-fired installations and the ongoing impacts of the coronavirus (COVID-19) global pandemic. We continue to invest in new technologies to expand our product offerings into the water pollution control and 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 the diminishing effects of the pandemic should lead to an improved market outlook.

The effects of the coronavirus (COVID-19) global pandemic have presented significant risks to the Company, not all of which the Company is able to fully evaluate or even foresee at the current time. Although the impact of the pandemic is difficult to quantify, the Company has experienced, and may continue to experience, reductions in demand for certain of our products due to the delay or abandonment of ongoing or anticipated projects due to our customers’, suppliers’ and other third parties’ financial distress or concern regarding the volatility of global markets. Geopolitical events and global economic sanctions resulting from the ongoing conflict between Russia and Ukraine may impact new or existing projects and the prices and availability of raw materials, energy and other materials. These events may also impact energy and regulatory policy nationally or regionally for the impacted regions. Management cannot predict the full impact of the COVID-19 pandemic and geopolitical events on the Company’s sales and marketing channels and supply chain, and as a result, the ultimate extent of the effects on the Company is highly uncertain and will depend on future developments. Such effects could exist for an extended period of time. The Company continues to monitor the potential impacts on the business.

Our FUEL CHEM segment experienced a decline in revenues and segment operating profits in the quarter compared to 2021. FUEL CHEM faced some headwinds in the quarter due to the loss of one customer from permanent plant retirement and the reduction in demand from other customers due to climate and operating and maintenance scheduling.

Our Air Pollution Control (APC) business experienced improvement in the quarter compared to 2021, due to the execution on projects awarded in the second half of 2021 and the first quarter of 2022. We are also encouraged by the pace and depth of our business development activities, which reflects an increased focus on global emissions protocols across a variety of fuel sources. Our Consolidated APC backlog at year end was $9,119 and our global sales pipeline is in the $50 -75 million range.

Revenues for the three ~~and six~~ month periods ending ~~June 30,~~March 31, 2022 and 2021 were $5,535 and ~~2020 were $5,218 and $4,401, $10,251 and $8,179,~~$5,033, respectively, representing an increase of ~~$817~~$502, or ~~19% and $2,072 or 25%~~10%, versus the same period last year.

The ~~Air Pollution Control (APC)~~APC technology segment generated revenues of ~~$986~~$2,204 and ~~$1,893~~$907 for the three ~~and six~~ month periods ~~ending June 30,~~ended March 31, 2022 and 2021, respectively, representing ~~a decrease~~an increase of ~~$951~~$1,297, or ~~49% and $1,240 or 40% from the prior year amount of $1,937 and $3,133.~~143%. The ~~decrease~~increases in APC revenue ~~was principally~~were primarily related to timing of project execution and ~~the decline in backlog resulting from lower~~ new APC orders announced during ~~2020~~2021 and continuing through the first ~~six~~three months of ~~2021.~~

2022. Consolidated APC backlog at ~~June 30, 2021~~March 31, 2022 was ~~$4,943~~$9,552 versus backlog at December 31, ~~2020~~2021 of ~~$5,268.~~$9,119. Our current backlog consists of U.S. domestic projects totaling ~~$4,558~~$8,862 and international projects totaling ~~$385.~~$690.

The FUEL CHEM^® technology segment generated revenues of ~~$4,232~~$3,331 and ~~$8,358~~$4,126 for the three month periods ended March 31, 2022 and ~~six months ended June 30,~~ 2021, respectively, representing ~~an increase~~a decrease of ~~$1,768~~$795, or ~~72% and $3,312 or 66% from the prior year amounts of $2,464 and $5,046.~~19%. The ~~increase~~decreases in FUEL CHEM revenue for the three months ended ~~June 30, 2021~~March 31, 2022 as compared to the same period of the prior year ~~was~~were due ~~to revenue from new accounts, increased~~to decreased demand for power ~~generation,~~generation.

Cost of sales and ~~recovery from extended unscheduled outages and significantly reduced operations impacted by the COVID-19 pandemic in 2020.~~gross margin

Consolidated gross margin percentage for the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2022 and 2021 were 41% and ~~2020 was 50% and 48%~~47%, ~~and 14% and 26%~~ respectively. Gross margin ~~increased~~decreased versus the comparable period due to the ~~concentration of product mix that is heavily~~decrease in both operating segment gross margins. For the three month periods ended March 31, 2022 and 2021 the APC gross margin decreased to 35% from 41%, respectively, primarily due to product mix. FUEL CHEM ~~weighted. FUEL CHEM~~gross margins ~~increased~~decreased to ~~50%~~45% from ~~40%~~48% in the current ~~quarter~~quarter due to the ~~increase~~decrease in revenue ~~volume. Gross margins for the three~~volume and ~~six months ended June 30, 2021~~higher material, freight, and 2020 for the APC segment were 49% and 45%, and (20%) and 2% respectively. The increase in APC gross margin in the three and six months ended June 30, 2021 from the same period in 2020 is primarily due to the higher product mix of ancillary products and services and due to the non recurrence of $1,150 of charges incurred to remedy a non-conformance issues with a U.S. customer under a warranty provision of the contract that was recorded in 2020.labor costs.

Selling, general and administrative expenses (SG&A) were ~~$2,957~~$3,054 and ~~$6,057, and $2,755 and $6,641, respectively~~$3,100 for the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020.~~, respectively. For the three ~~and six~~ month period ended ~~June 30, 2021~~March 31, 2022 the ~~increase~~decrease of ~~$202~~$46 is primarily the result of ~~an increase~~decreases in employee related costs of ~~$335~~$84, depreciation expense of $25, and ~~an increase~~other costs of $9, partially offset by increases in certain administrative overhead expenses of ~~$40 offset by a reversal~~$30, outside services of ~~a $499 charge to~~$22, and travel costs $20. For the ~~allowance for doubtful accounts recorded in second quarter of 2020. For the six~~three month periods ending ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ SG&A as a percentage of revenues decreased to ~~59%~~55% from ~~81%~~62%. The decrease versus the comparable period is primarily due to the increase in overall revenues in the current year.

Research and development expenses for the three ~~and six-month periods~~month period ended ~~June 30, 2021 were $315 and $730,~~March 31, 2022 was $220 and for the same ~~periods~~period in ~~2020~~2021 was ~~$271~~$415. The decrease in expenditures was related to reduced employee related costs and ~~$595 respectively.~~timing of execution on current project initiatives. The expenditures in our research and development expenses ~~were~~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 ~~waste water~~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.

Income tax expense for both of the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ was ~~$10 and $10, and $31 and $149 respectively.~~$0. The Company is projecting a consolidated effective tax rate of approximately 3%0% for ~~2021~~2022, which is lower than the federal income tax rate of 21%. The Company's effective tax rate differs from the statutory federal tax rate of 21% for the three ~~and six months~~ month period ended ~~June 30, 2021~~March 31, 2022 primarily due to a full valuation allowance recorded on our United States, China and Italy deferred tax assets since we cannot anticipate when or if we will have sufficient taxable income to utilize the deferred tax assets in the future. Further, our effective tax rate differs from the statutory federal tax rate due to state taxes, differences between U.S. and foreign tax rates, foreign losses incurred with no related tax benefit, non-deductible commissions, and non-deductible meals and entertainment expenses.

Other expense, net was $10 for the three month period ended March 31, 2022 compared to Other income, net of $1,558 for the same period in 2021. Other (expense) income, net decreased $1,568 due to the forgiveness of the Paycheck Protection Program Loan in 2021 consisting of $1,556 of principal and $10 of accrued interest.

We have ~~sustained~~ losses from operations during the ~~six~~three month period ended ~~June 30, 2021~~March 31, 2022 totaling ~~$1,846.~~$984. Our cash ~~provided~~used by operations for this same period totaled ~~$229.~~ $1,746.

Our cash balance as of ~~June 30, 2021~~March 31, 2022 totaled ~~$36,562~~$35,240 (including restricted cash of ~~$368)~~$1,066), and our working capital totaled ~~$37,892.~~$37,474. We have no outstanding debt other than our outstanding letters of credit, under our current credit agreement which does not have any financial covenants as we are currently in a Cash Collateral Security agreement with our lender. We expect to continue operating under this arrangement for the foreseeable future.

Operating activities used cash of $1,746 for the three month period ended March 31, 2022, primarily due to an increase in accounts receivable balances of $1,520 and the net loss from continuing operations, partially offset by removals of non-cash items from our net income from continuing operations for depreciation and amortization of $108 and an increase in accounts payable balances of $682.

Operating activities used $225 of cash for the three month period ended March 31, 2021, primarily due to the add back of a non-cash items from our net income from continuing operations of $398 for the gain on the Paycheck Protection Program Loan forgiveness of $1,556 and decreases in our accounts payable balance of $874 and accrued liabilities and other non-current liabilities of $658, partially offset by decreases in our accounts receivable balance of $1,831 and prepaid expenses and other current and non-current assets of $422 and the add back of non-cash items from our net income including depreciation and amortization of $202 and provision for doubtful accounts net of recoveries of $47.

Investing activities used cash of $53 and $4 for the three month periods ended March 31, 2022 and 2021, respectively. Investing activities for the three month periods ended March 31, 2022 and 2021 primarily consisted of purchases of equipment.

Financing activities used cash of $17 for the three month period ended March 31, 2022 compared to cash provided of $23,977 for the three month period ended March 31, 2021. In 2022, the financing activity was related to the taxes paid on behalf of the equity award participants on the vesting of restricted stock units. In 2021, the Company issued common stock in connection with the private placement offering. Proceeds from the private placement offering were $25,812, partially offset by the costs related to the offering of $1,783.

The effects of the COVID-19 global pandemic have presented significant risks to the Company, not all of which the Company is able to fully evaluate or even foresee at the current time. Although the impact of the pandemic is difficult to quantify, the Company has experienced, and may continue to experience, reductions in demand for certain of our products due to the delay or abandonment of ongoing or anticipated projects due to our customers’, suppliers’ and other third parties’ financial distress or concern regarding the volatility of global markets. Other directly or indirectly COVID-19 related effects, such as supply chain disruptions and travel restrictions, have been impacting operations and financial performance to varying degrees. We continue to monitor our liquidity needs and in response to our ~~continued~~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, as well as our efforts to wind-down our APC operations in China. 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) the costs of winding down our APC operations in China as well as 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 2022 for 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.

On June 19, 2019, the Company entered into a Cash Collateral Security agreement with BMO Harris Bank, N.A. (the BMO Harris agreement) to use for the sole purpose of issuing standby letters of credit. The BMO Harris agreement requires us to pledge as cash collateral 105% 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 BMO Harris agreement. At ~~June 30, 2021,~~March 31, 2022, the Company had outstanding standby letters of credit totaling approximately ~~$351~~$1,015 under the BMO Harris agreement. As of ~~June 30, 2021,~~March 31, 2022, the Company held ~~$368~~$1,066 in a separate restricted use designated BMO Harris Bank N.A. deposit account. Fuel Tech is committed to reimbursing the issuing bank for any payments made by the bank under these instruments. The outstanding standby letters of credit all have maturities within the next 12 months.

On ~~April 15,~~February 11, 2021, Fuel Tech entered into a securities purchase agreement to issue and sell, in a private placement, 5,000,000 shares of Common Stock and 2,500,000 warrants exercisable for a total of 2,500,000 shares of Common Stock with an exercise price of $5.10 per Warrant Share, at a purchase price of $5.1625 per Share and associated warrant. The gross proceeds to the Company from the Private Placement were $25,812, before deducting placement agent fees and offering expenses of $1,783.

In 2020, the Company received $1,556 in loan proceeds from the Paycheck Protection Program ~~(the “PPP”)~~, established pursuant to the Coronavirus Aid, Relief, and Economic Security Act ~~(the “CARES Act”)~~ and administered by the U.S. Small Business Administration ~~(“SBA”)~~(SBA). On January 8, 2021 the Company received full forgiveness from the SBA for the entire balance of loan proceeds used to fund its qualified payroll expenses. When the loan was forgiven, the Company reduced the non-current liability by the amount forgiven and recorded other income in the condensed consolidated statement of operations.

Fuel Tech issues a standard product warranty with the sale of its products to customers as discussed in Note ~~14.~~13. There was no change in the warranty liability balance during the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022.

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, ~~2020~~2021 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.

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.

Fuel Tech is also exposed to changes in interest rates primarily due to its debt facility (refer to Note 10 to the consolidated financial statements). A hypothetical 100 basis point adverse move in interest rates along the entire interest rate yield curve would not have a materially adverse effect on interest expense during the upcoming year ended December 31, 2021.

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.

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, ~~2020~~2021 have not materially changed.

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.

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021	1
	Condensed Consolidated Statements of Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~	2
	Condensed Consolidated Statements of Comprehensive ~~Loss~~Income (Loss) for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~	3
	Condensed Consolidated Statements of Stockholders' Equity for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~	4
	Condensed Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2017
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2220
Item 4.	Controls and Procedures	2220
PART II.	OTHER INFORMATION	2321
Item 1.	Legal Proceedings	2321
Item 1A.	Risk Factors	2321
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2321
Item 6.	Exhibits	2422
SIGNATURES		2523

	Three Months Ended						Six Months Ended						Three Months Ended
	June 30,						June 30,						March 31,
	2021			2020			2021			2020			2022			2021
Revenues	$	5,218		$	4,401		$	10,251		$	8,179		$	5,535		$	5,033
Costs and expenses:
Cost of sales		2,635			3,799			5,310			6,050			3,245			2,675
Selling, general and administrative		2,957			2,755			6,057			6,641			3,054			3,100
Research and development		315			271			730			595			220			415
		5,907			6,825			12,097			13,286			6,519			6,190
Operating loss		(689	)		(2,424	)		(1,846	)		(5,107	)		(984	)		(1,157	)
Interest expense		(5	)		(3	)		(9	)		(6	)		(5	)		(4	)
Interest income		2			2			3			13			1			1
Other (expense) income, net		(76	)		(88	)		1,482			138			(10	)		1,558
Loss before income taxes		(768	)		(2,513	)		(370	)		(4,962	)
(Loss) income before income taxes														(998	)		398
Income tax expense		(10	)		(31	)		(10	)		(149	)		0			0
Net loss	$	(778	)	$	(2,544	)	$	(380	)	$	(5,111	)
Net loss per common share:
Basic net loss per common share	$	(0.03	)	$	(0.10	)	$	(0.01	)	$	(0.21	)
Diluted net loss per common share	$	(0.03	)	$	(0.10	)	$	(0.01	)	$	(0.21	)
Net (loss) income													$	(998	)	$	398
Net (loss) income per common share:
Basic net (loss) income per common share													$	(0.03	)	$	0.01
Diluted net (loss) income per common share													$	(0.03	)	$	0.01
Weighted-average number of common shares outstanding:
Basic		30,264,000			24,668,000			28,895,000			24,633,000			30,267,000			27,510,000
Diluted		30,264,000			24,668,000			28,895,000			24,633,000			30,267,000			27,737,000

	Three Months Ended
	March 31,
	2022		2021
Products transferred at a point in time	$	3,694	$	4,660
Products and services transferred over time		1,841		373
Total Revenues	$	5,535	$	5,033

	As of						As of
	June 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Trade receivables	$	3,700		$	5,015		$	2,681		$	2,122
Unbilled receivables		406			2,348			2,222			1,277
Other short-term receivables		162			20			90			83
Allowance for doubtful accounts		(865	)		(835	)		(198	)		(223	)
Total accounts receivable	$	3,403		$	6,548		$	4,795		$	3,259

	As of				As of
	June 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Total assets	$	1,428	$	2,463	$	1,232	$	1,235
Total liabilities		292		396		98		92
Total net assets	$	1,136	$	2,067	$	1,134	$	1,143

						Weighted- Average								Weighted- Average
	Number			Weighted-		Remaining		Aggregate		Number		Weighted-		Remaining		Aggregate
	of			Average		Contractual		Intrinsic		of		Average		Contractual		Intrinsic
	Options			Exercise Price		Term		Value		Options		Exercise Price		Term		Value
Outstanding on January 1, 2021		484,500		$	3.57
Outstanding on January 1, 2022											434,500	$	3.05
Granted		0			0						0		0
Exercised		0			0						0		0
Expired or forfeited		(50,000	)		8.16						0		0
Outstanding on June 30, 2021		434,500		$	3.05		3.59	$	142,670
Exercisable on June 30, 2021		434,500		$	3.05		3.59	$	142,670
Outstanding on March 31, 2022											434,500	$	3.05		2.84	$	43
Exercisable on March 31, 2022											434,500	$	3.05		2.84	$	43

				Weighted Average					Weighted Average
				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Unvested restricted stock units at January 1, 2021		100,005		$	4.08
Unvested restricted stock units at January 1, 2022							45,003		$	1.51
Granted		0			0		—			—
Forfeited		(5,000	)		0.97		0			0
Vested		(50,002	)		1.50		(45,003	)		1.51
Unvested restricted stock units at June 30, 2021		45,003		$	7.29
Unvested restricted stock units at March 31, 2022							0		$	0

	~~Shares~~
~~Outstanding on December 31, 2020~~		0
~~Granted~~		~~2,850,000~~
~~Exercised~~		0
~~Outstanding as of June 30, 2021~~		~~2,850,000~~

Range of Exercise Price	Range of Exercise Price	Number Outstanding/Exercisable		Weighted Average Remaining Life in Years	Weighted Average Exercise Price		Range of Exercise Price	Number Outstanding/Exercisable		Weighted Average Remaining Life in Years	Weighted Average Exercise Price
$5.10	$5.10		2,500,000	5.12	$	5.10	$5.10		2,500,000	4.37	$	5.10
$6.45	$6.45		350,000	5.12	$	6.45	$6.45		350,000	4.37	$	6.45
			2,850,000						2,850,000

	Air Pollution			FUEL CHEM									Air Pollution			FUEL CHEM
Three months ended June 30, 2021	Control Segment			Segment			Other			Total
Three months ended March 31, 2022													Control Segment			Segment			Other			Total
Revenues from external customers	$	986		$	4,232		$	0		$	5,218		$	2,204		$	3,331		$	0		$	5,535
Cost of sales		(507	)		(2,128	)		0			(2,635	)		(1,429	)		(1,816	)		0			(3,245	)
Gross margin		479			2,104			0			2,583			775			1,515			0			2,290
Selling, general and administrative		0			0			(2,957	)		(2,957	)		0			0			(3,054	)		(3,054	)
Research and development		0			0			(315	)		(315	)		0			0			(220	)		(220	)
Operating income (loss) from operations	$	479		$	2,104		$	(3,272	)	$	(689	)	$	775		$	1,515		$	(3,274	)	$	(984	)

	Air Pollution			FUEL CHEM
Three months ended June 30, 2020	Control Segment			Segment			Other			Total
Revenues from external customers	$	1,937		$	2,464		$	0		$	4,401
Cost of sales		(2,320	)		(1,479	)		0			(3,799	)
Gross margin		(383	)		985			0			602
Selling, general and administrative		0			0			(2,755	)		(2,755	)
Research and development		0			0			(271	)		(271	)
Operating (loss) income from operations	$	(383	)	$	985		$	(3,026	)	$	(2,424	)

	Air Pollution			FUEL CHEM
Six months ended June 30, 2021	Control Segment			Segment			Other			Total
Revenues from external customers	$	1,893		$	8,358		$	0		$	10,251
Cost of sales		(1,038	)		(4,272	)		0			(5,310	)
Gross margin		855			4,086			0			4,941
Selling, general and administrative		0			0			(6,057	)		(6,057	)
Research and development		0			0			(730	)		(730	)
Operating income (loss) from operations	$	855		$	4,086		$	(6,787	)	$	(1,846	)

Year Ending December 31,	Operating Leases
2021 (excluding the six months ended June 30, 2021)		87
2022		122
2023		115
2024		29
2025		7
Total lease payments	$	360
Less imputed interest		(57	)
Total	$	303

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: ~~August~~May 10, ~~2021~~2022	By:	/s/ Vincent J. Arnone
		Vincent J. Arnone
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: ~~August~~May 10, ~~2021~~2022	By:	/s/ Ellen T. Albrecht
		Ellen T. Albrecht
		Acting Treasurer and Controller
		(Principal Financial Officer)