-----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, GolDlOBFRVvG7Kp5DyZ2JJWWn+sBeooXO7RIc/QsdkZGmlqn4soijG+k0n+ff757 +z2SXJJ0Z/XSsnujOhTTuA== 0001015402-04-001958.txt : 20040511 0001015402-04-001958.hdr.sgml : 20040511 20040511120204 ACCESSION NUMBER: 0001015402-04-001958 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEAN DIESEL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000949428 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 061393453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-27432 FILM NUMBER: 04795440 BUSINESS ADDRESS: STREET 1: 300 ATLANTIC ST STREET 2: STE 702 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033277050 MAIL ADDRESS: STREET 1: 300 ATLANTIC ST STREET 2: STE 702 CITY: STAMFORD STATE: CT ZIP: 06901 10-Q 1 doc1.txt 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 March 31, 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: 0-27432 ------------ CLEAN DIESEL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 06-1393453 -------------------- -------------------- (State of Incorporation) (I.R.S. Employer Identification No.) Clean Diesel Technologies, Inc. 300 Atlantic Street - Suite 702 Stamford, CT 06901-3522 (Address of principal executive offices) (Zip Code) (203) 327-7050 (Registrant's telephone number, including area code) 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 of the Act). Yes No X --- --- As of May 11, 2004, there were outstanding 15,679,337 shares of Common Stock, par value $0.05 per share, of the registrant. ================================================================================ CLEAN DIESEL TECHNOLOGIES, INC. Form 10-Q for the Quarter Ended March 31, 2004 INDEX Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets as of March 31, 2004 (Unaudited), 3 and December 31, 2003 Statements of Operations for the Three Months 4 Ended March 31, 2004 and 2003 (Unaudited) Statements of Cash Flows for the Three Months 5 Ended March 31, 2004 and 2003 (Unaudited) Note to Financial Statements 6 Item 2. Management's Discussion and Analysis of 10 Financial Condition and Results of Operations 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 & CERTIFICATIONS 13 -2-
PART I. FINANCIAL INFORMATION Item 1. Financial Statements CLEAN DIESEL TECHNOLOGIES, INC. BALANCE SHEETS (in thousands) MARCH 31, December 31, ---------------------------- 2004 2003 (Unaudited) ------------ -------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 5,559 $ 6,515 Accounts receivable, net of allowance of $6 and $3 in 2004 and 2003, respectively 160 115 Inventories 273 320 Other current assets 131 73 ------------ -------------- TOTAL CURRENT ASSETS 6,123 7,023 Patents, net 271 274 Fixed assets, net of accumulated depreciation of $131 in 2004 and $123 in 2003, respectively 139 126 Other assets 28 18 ------------ -------------- TOTAL ASSETS $ 6,561 $ 7,441 ============ ============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Deferred compensation and pension benefits $ 441 $ 441 Accounts payable and accrued expenses 352 427 ------------ -------------- TOTAL CURRENT LIABILITIES 793 868 STOCKHOLDERS' EQUITY: Preferred Stock, par value $0.05 per share, authorized 80,000 , no shares issued and outstanding -- -- Series A Convertible Preferred Stock, par value $0.05 per share, $500 per share liquidation preference, authorized 20,000 shares, no shares issued and outstanding -- -- Common Stock, par value $0.05 per share, authorized 30,000,000 shares, issued and outstanding 15,679,337 shares 784 784 Additional paid-in capital 35,816 35,813 Accumulated deficit (30,832) (30,024) ------------ -------------- TOTAL STOCKHOLDERS' EQUITY 5,768 6,573 ------------ -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,561 $ 7,441 ============ ==============
See note to financial statements. -3-
CLEAN DIESEL TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS (Unaudited) (in thousands except per share data) Three Months Ended March 31, 2004 2003 ----------- ----------- REVENUE: Product revenue $ 176 $ 88 License and royalty revenue 18 8 ----------- ----------- Total revenue 194 96 COSTS AND EXPENSES: Cost of revenue 132 57 General and administrative 790 692 Research and development 80 248 Patent amortization and other expense 12 10 ----------- ----------- Loss from operations (820) (911) Interest income (12) (4) Interest expense -- -- ----------- ----------- Net loss $ (808) $ (907) =========== =========== BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.05) $ (0.08) =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED 15,679 11,968 =========== ===========
See note to financial statements. -4-
CLEAN DIESEL TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Three Months Ended March 31 2004 2003 ----------- ----------- OPERATING ACTIVITIES Net loss $ (808) $ (907) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 24 16 Changes in operating assets and liabilities: Accounts receivable (45) 208 Inventories 47 19 Other current assets and security deposit (68) (49) Accounts payable and accrued expenses (75) 118 ----------- ----------- Net cash used in operating activities (925) (595) ----------- ----------- INVESTING ACTIVITIES Patent costs (4) (69) Purchase of fixed assets (30) (10) ----------- ----------- Net cash used in investing activities (34) (79) ----------- ----------- FINANCING ACTIVITIES Proceeds from broker fee credit (2003 fundraising) 3 -- ----------- ----------- Net cash provided by financing activities 3 -- ----------- ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (956) (674) ----------- ----------- Cash and cash equivalents at beginning of period 6,515 2,083 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,559 $ 1,409 =========== ===========
See note to financial statements. -5- CLEAN DIESEL TECHNOLOGIES, INC. NOTE TO FINANCIAL STATEMENTS MARCH 31, 2004 (Unaudited) 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 Rule 10-01 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 considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three-month period ended March 31, 2004, are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For further information, refer to the Financial Statements and footnotes thereto included in the Company's Form 10-K for the year ended December 31, 2003. Clean Diesel Technologies, Inc. (the "Company") was incorporated in the State of Delaware on January 19, 1994, as a wholly owned subsidiary of Fuel-Tech N.V. ("Fuel Tech"). Effective December 12, 1995, Fuel Tech completed a Rights Offering of the Company's Common Stock that reduced its ownership in the Company to 27.6%. Fuel Tech currently holds an 11.6% interest in the Company as of March 31, 2004. The Company is a specialty chemical and energy technology company supplying fuel additives and proprietary systems that reduce harmful emissions from internal combustion engines while improving fuel economy. The Company's Platinum Plus FBC fuel additive is registered with the EPA for on-highway use. The Platinum Plus FBC in combination with a diesel oxidation catalyst has been verified by the EPA for retrofit emission reduction. The success of the Company's technologies will depend upon the market acceptance of the technologies and governmental regulations including corresponding foreign and state agencies. SIGNIFICANT ACCOUNTING POLICIES INVENTORIES Inventories including raw materials and finished product are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. REVENUE RECOGNITION The Company recognizes revenue from sales of Platinum Plus fuel borne catalyst and ARIS systems upon shipment. In December 2002, Clean Diesel Technologies completed an additional exclusive license agreement with Mitsui for the mobile ARIS technology for Japan. Under terms of the agreement Mitsui agreed to pay CDT a $250,000 license fee and Mitsui committed to spend an additional $200,000 in developing, testing and demonstrating ARIS mobile prototypes. CDT recognized the $250,000 license revenue in the fourth quarter of 2002, as there were no significant ongoing services required to be performed by CDT at that time. The Company will also receive ongoing royalty payments on a per unit basis. In April 2003, Clean Diesel Technologies completed a non-exclusive license agreement with Combustion Component Associates Inc. (CCA) of Monroe, Connecticut, for the mobile ARIS technology in the US. Under terms of the agreement CCA agreed to pay CDT a $150,000 license fee and committed to spend an additional $100,000 in developing, testing and demonstrating ARIS mobile prototypes. CDT will also receive ongoing royalty payments on a per unit basis. -6- CDT recognized the $150,000 license revenue in the second quarter of 2003, as there were no significant ongoing services required to be performed by CDT at that time. Royalty fees are recognized by the Company when earned. RESEARCH AND DEVELOPMENT COSTS Costs relating to the research, development and testing of products including verification expenses for testing programs with the California Air Resources Board (CARB) and the Environmental Protection Agency (EPA), are charged to operations as they are incurred. These costs include test programs, salary and benefits, consultancy fees, materials and certain testing equipment. PATENT EXPENSE Effective January 1, 2002, CDT began capitalizing all direct incremental costs associated with initial patent filing costs and amortized the cost over the remaining life of each patent. Patents are reviewed regularly and any patents deemed not commercially feasible or cost effective are dropped and the cumulative capitalized cost is written off at that time. Prior to this all patent related costs were expensed as incurred. The expiration of CDT's patents range from 2008 to 2021. STOCKHOLDERS' EQUITY Pursuant to a Regulation S exemption with respect to an offshore placement, Clean Diesel Technologies sold, effective December 1, 2003, 1,282,600 shares of its Common Stock. The price of the Common Stock was 1.70 GBP per share (approximately $2.92 per share). The proceeds of the Common Stock issuance, $3.583 million (net of $170,000 in expenses), are being used for the general corporate purposes of Clean Diesel Technologies. Pursuant to a Regulation S exemption with respect to an offshore placement, Clean Diesel Technologies sold, effective September 26, 2003, 2,395,597 shares of its Common Stock. The price of the Common Stock was $1.63 per share. The proceeds of the Common Stock issuance, $3.866 million (net of $39,000 in expenses), are being used for the general corporate purposes of Clean Diesel Technologies. STOCK-BASED COMPENSATION Clean Diesel Technologies accounts for stock option grants in accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. Under CDT'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 to employees. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, the Statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company has adopted the disclosure requirements of SFAS 123 on December 31, 2002. If compensation expense for CDT's plan had been determined based on the fair value at the grant dates for awards under its plan, consistent with the method described in SFAS No. 123, CDT's net loss and basic and diluted loss per common share would have been increased to the pro forma amounts indicated below for the three months ended March 31: -7-
2004 2003 -------- -------- Net loss attributable to common stockholders as reported $ (808) $ (907) Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects (203) (134) -------- -------- Pro forma net loss $(1,011) $(1,041) Net loss per share: Basic and diluted loss per common share-as reported $ (0.05) $ (0.08) Basic and diluted per common share-pro forma $ (0.06) $ (0.09)
In accordance with the provisions of SFAS No. 123, for purposes of the pro forma disclosures the estimated fair value of the options is amortized over the option vesting period. The application of the pro forma disclosures presented above are not representative of the effects SFAS No. 123 may have on operating results and earnings (loss) per share in future years due to the timing of stock option grants and considering that options vest over a period of three years. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions including the expected stock price volatility. Because CDT's employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options. The fair value of each option grant, for pro forma disclosure purposes, was estimated on the date of grant using the modified Black-Scholes option-pricing model with the following weighted-average assumptions for the 2004 grants, expected dividend yield 0%, risk free interest rate 5.05%, expected volatility 99.41% and expected life of the option 4 years. 35,000 options were granted in the first quarter of 2004. LOSS PER SHARE Employee stock options and stock purchase warrants were not included in the computation of diluted loss per share for 2004 or 2003, because the Company reported a loss for the period and the effect would be antidilutive. RELATED PARTY TRANSACTIONS The Company has a Management and Services Agreement with Fuel Tech. Under the agreement, the Company pays Fuel Tech a fee equal to an additional 3 - 10% of the costs paid on the Company's behalf, dependent upon the nature of the costs incurred. Currently, a fee of 3% is assessed on all costs billed to the Company from Fuel Tech. Charges to the Company, inclusive of the administrative fee, were approximately $17,300 in both the first quarter of 2004 and 2003, respectively. The Company had a deferred salary plan with its Chief Executive Officer in which he deferred $62,500 of his annual salary until the Company reaches $5 million in revenue. This agreement was terminated in March 2001 and the executive's salary was returned to full pay. At March 31, 2004 total obligations were $135,400 pertaining to this plan. This expense has been classified as a current liability on the balance sheet as of March 31, 2004. The Company makes annual pension payments or accruals pursuant to a deferred compensation plan on behalf of its Chief Executive Officer. This agreement was voluntarily suspended by the executive as of June 15, 2003 and the company does not plan to make any additional accruals in the future. At March 31, 2004 total obligations were $305,616 pertaining to this plan. This expense has been classified as a current liability on the balance sheet as of March 31, 2004. -8- COMMITMENTS Clean Diesel Technologies has a month to month lease of 2,900 square feet of office space for administrative purposes at 300 Atlantic Street, Stamford, Connecticut. CDT has signed a lease in the same building for 3,925 square feet of administrative space beginning in May 2004. The 5 year lease will have annual cost of $115,875, including rent, utilities and parking. Effective October 28, 1994, Fuel Tech granted two licenses to the Company for all patents and rights associated with its platinum fuel catalyst technology. Effective November 24, 1997, the licenses were canceled and Fuel Tech assigned to the Company all such patents and rights on terms substantially similar to the licenses. In exchange for the assignment, the Company will pay Fuel Tech a royalty of 2.5% of its annual gross revenue from sales of the platinum fuel catalysts commencing in 1998. The royalty obligation expires in 2008. The Company may terminate the royalty obligation to Fuel Tech by payment of $5,454,546 in 2004 and declining annually to $1,090,910 in 2008. The Company as assignee and owner will maintain the technology at its own expense. Minimum royalties were paid to Fuel Tech in 2003 and royalties payable to Fuel Tech at March 31, 2004 are $1,400. CONCENTRATION For the quarter ended March 31, 2004, one customer accounted for 65% of the Company's revenue. -9- CLEAN DIESEL TECHNOLOGIES, INC. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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. RESULTS OF OPERATIONS 2004 VERSUS 2003 Product sales and cost of sales were $176,000 and $132,000 respectively for the first quarter of 2004 versus $88,000 and $57,000 for 2003. Platinum Plus fuel catalyst sales of $56,000 and $41,000 were recorded in the first quarter of 2004 and 2003, respectively. ARIS product sales of $107,000, primarily to Mitsui & Co., Ltd., were recorded in the first quarter of 2004. The remainder of product revenue in 2004 consists of CDT Purifier Systems. Included in the 2004 and 2003 first quarter revenue is $18,000 and $8,000, respectively, of license and royalty income. The 2004 license and royalty income is from continuing ARIS system royalties from Mitsui & Co., Ltd. General and administrative expenses increased $98,000 to $790,000 in the first quarter 2004 versus $692,000 in the same period of 2003. The year-to-date 2004 increase in general and administrative expenses is related to increases in marketing and sales activities in both the US and Europe and higher professional fees including financial advisory services. Research and development expenses decreased $168,000 to $80,000 in the first quarter 2004 versus $248,000 in the comparable period in 2003. The decrease is attributable to the timing of expenses related to several verification and certification programs for the Platinum Plus FBC in 2003. Patent filing costs increased $2,000 to $12,000 in the first quarter of 2004 versus $10,000 in the comparable 2003 period. The increase is related to increased amortization of patent expenses as the patents near retirement and the addition of new patents. First quarter interest income increased $8,000 in 2004 to $12,000 versus $4,000 in the comparable period in 2003. This was a result of an increase in the amount of cash and cash equivalents on hand in 2004. LIQUIDITY AND SOURCES OF CAPITAL Prior to 2000, the Company was primarily engaged in research and development and has incurred losses since inception aggregating $26,080,000 (excluding the effect of the non-cash preferred stock dividends). The Company expects to incur losses through the foreseeable future as it further pursues its commercialization efforts. Although the Company started selling limited quantities of product and generating some licensing revenue, sales and revenue to date have been insufficient to cover operating expenses, and the Company continues to be dependent upon sources other than operations to finance its working capital requirements. -10- For the three months ended March 31, 2004 and 2003, the Company used cash of $925,000 and $595,000 respectively, in operating activities. At March 31, 2004 and December 31, 2003, the Company had cash and cash equivalents of $5,559,000 and $6,515,000, respectively. The decrease in cash and cash equivalents in 2004 was the result of the increased verification programs with EPA and CARB and the on-going marketing and operation costs. The Company anticipates incurring additional losses through at least 2004 as it further pursues its commercialization efforts. In December 2003, Clean Diesel Technologies received $3.583 million (net of $170,000 in expenses) through a private placement of 1,282,600 shares of its Common Stock. The price of the Common Stock was 1.70 GBP per share (approximately $2.92 per share). The proceeds of the Common Stock issuance are being used for the general corporate purposes of Clean Diesel Technologies. In September 2003, Clean Diesel Technologies received $3.865 million (net of $39,000 in expenses) through a private placement of 2,395,597 shares of its Common Stock. In conjunction with the private placement, 230,240 ten year warrants with an exercise price of $1.63 per share were issued. As a result of the Company's recurring operating losses, the Company has been unable to generate positive cash flow. In management's opinion, the Company's cash balance at March 31, 2004 will be sufficient to fund the Company's operations into 2005. The Company may require additional capital to fund its future operations. Although the Company believes that it will be successful in its capital-raising efforts, there is no guarantee that it will be able to raise such funds on terms that will be satisfactory to the Company. The Company will develop contingency plans in the event future financing efforts are not successful. Such plans may include reducing expenses and selling or licensing some of the Company's technologies. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In the opinion of management, with the exception of exposure to fluctuations in the cost of platinum, the Company is not subject to any significant market risk exposure. The Company generally receives all income in United States dollars. The Company typically makes several small payments monthly in various foreign currencies for patent expenses, product tests and registration, local marketing and promotion and consultants. 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 10Q. 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 10Q 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 None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K a. Exhibits None b. Reports on Form 8-K None -12- CLEAN DIESEL TECHNOLOGIES, INC. SIGNATURES & CERTIFICATIONS 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: May 11, 2004 By: /s/Jeremy D. Peter-Hoblyn ------------------------------- Jeremy D. Peter-Hoblyn Director and Chief Executive Officer Date: May 11, 2004 By: /s/David W. Whitwell ------------------------------- David W. Whitwell Chief Financial Officer, Vice President and Treasurer -13- EX-31.1 2 doc2.txt CERTIFICATE OF CEO Exhibit 31.1 I, Jeremy D. Peter-Hoblyn, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Clean Diesel Technologies Inc.: 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 13a-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 disclosures 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 quarterly report is being prepared; and 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 most recent 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 the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal controls 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: May 11, 2004 By: /s/Jeremy D. Peter-Hoblyn --------------------------------- Jeremy D. Peter-Hoblyn Director and Chief Executive Officer EX-31.2 3 doc3.txt CERTIFICATION OF CFO Exhibit 31.2 I, David W. Whitwell, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Clean Diesel Technologies Inc.: 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 13a-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 disclosures 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 quarterly report is being prepared; and 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 most recent 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 the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal controls 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: May 11, 2004 By: /s/David W. Whitwell ----------------------------- David W. Whitwell Chief Financial Officer, Vice President and Treasurer EX-32 4 doc4.txt SECTION 906 CERTIFICATIONS Exhibit 32 Certification of CEO and CFO Pursuant to18 U.S.C. Section 1350 The undersigned, Jeremy D. Peter-Hoblyn and David W. Whitwell, in their capacities as Chief Executive Officer and Chief Financial Officer of Clean Diesel Technologies, Inc. (the "Registrant") do each hereby certify with respect to the Quarterly Report on Form 10-Q of the Registrant for the period ended March 31, 2004, as filed with the Securities and Exchange Commission on the date thereof (the "Report"), that, to the best of his knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant as of, and for, the periods presented in this Report. /S/ JEREMY D. PETER-HOBLYN --------------------------------------------- JEREMY D. PETER-HOBLYN CHIEF EXECUTIVE OFFICER AND DIRECTOR MAY 11, 2004 /S/ DAVID W. WHITWELL --------------------------------------------- DAVID W. WHITWELL CHIEF FINANCIAL OFFICER, VICE PRESIDENT AND TREASURER MAY 11, 2004 Pursuant to Section 906 of the Sarbanes-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 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 Clean Diesel Technologies, Inc. and will be retained by Clean Diesel Technologies, Inc. and will be furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----