---




UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





---




FORM 10-Q





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




For the quarterly period ended October 31, 2002, 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 No. 0-49629





---




Quantum Fuel Systems Technologies Worldwide, Inc.


(Exact name of registrant as specified in its charter)





Delaware

33-0933072(State of Incorporation)

(IRS Employer I.D. No.)





17872 Cartwright Road, Irvine, CA 92614


(Address of principal executive offices) (Zip Code)





Registrants telephone number, including area code: (949) 399-4500





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  x    No  ̈





Number of shares outstanding
of each of the issuers classes of common stock, as of November 30, 2002:





14,142,036 shares of Common Stock,
$.001 par value per share, and 3,513,439 shares of Series A Common Stock, $.001 par value per share.





---






---

INDEX





QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.





Part I.    Financial InformationItem 1.

Financial Statements

3Condensed balance sheetsApril 30, 2002 and October 31, 2002 (unaudited)

3Condensed unaudited statements of operationsThree and six months ended October 31, 2001 and October 31, 2002

4Condensed unaudited statements of cash flowsSix months ended October 31, 2001 and October 31, 2002

5Notes to condensed unaudited financial statementsOctober 31, 2002

6Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

12Item 3.

Quantitative and Qualitative Disclosure of Market Risk

21Item 4.

Controls and Procedures

21Part II.    Other InformationItem 1.

Legal Proceedings

22Item 2.

Changes in Securities and Use of Proceeds

22Item 6.

Exhibits and Reports on Form 8-K

22Signatures

23Certifications

24Exhibit Index

26




2




---

PART IFINANCIAL INFORMATION





Item 1.    Financial Statements





QUANTUM FUEL SYSTEMS TECHNOLOGIES
WORLDWIDE, INC.





CONDENSED BALANCE SHEETS


April 30, 2002 and October 31, 2002





April 30, 2002


October 31,2002(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
177,414


$
10,260,966Accounts receivable, less allowance for doubtful accounts


4,494,328



4,589,707Inventories:Raw materials and parts


8,483,374



6,784,288Work-in-process


206,921



484,730Finished goods


3,467,262



3,468,653Less provision for obsolescence


(2,530,941
)


(2,647,634
)Net inventories


9,626,616



8,090,037Other current assets


87,713



289,555Total current assets


14,386,071



23,230,265Equipment and leasehold improvements:Dies, molds and patterns


2,676,538



2,740,025Machinery and equipment


6,462,513



8,352,885Office furnishings and equipment


7,145,671



7,172,369Automobiles and trucks


121,979



101,144Leasehold improvements


2,460,714



2,521,180Equipment under capital leases


623,358



623,358Construction in progress


1,967,735



522,91821,458,508



22,033,879Less accumulated depreciation and amortization


8,039,155



9,843,366Net equipment and leasehold improvements


13,419,353



12,190,513Intangible asset, net of accumulated amortization of $389,198 at October 31, 2002






13,840,229Other assets


354,000



117,528$
28,159,424


$
49,378,535LIABILITIES AND INVESTED AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
6,761,294


$
6,126,349Accrued payroll obligations


660,166



1,064,243Other accrued expenses


1,526,230



1,393,790Line of credit


8,625,000



0Current maturities of capital leases


188,832



188,832Total current liabilities


17,761,522



8,773,214Capital lease obligations, less current portion


127,355



39,529Invested and stockholders equity:Invested equity


10,270,447



Preferred stock, $.001 par value, 15,000,000 shares authorized at April 30, 2002; 20,000,000 shares authorized at
October 31, 2002






Series A common stock, $.001 par value, none authorized at April 30, 2002; 12,000,000 shares authorized at October 31,
2002; 0 issued and outstanding at April 30, 2002; 3,513,439 issued and outstanding at October 31, 2002






3,513Series B common stock, $.001 par value, none authorized at April 30, 2002; 6,000,000 shares authorized at October 31,
2002; 0 issued and outstanding at April 30, 2002 and October 31, 2002






Common stock, $.001 par value, 35,000,000 authorized at April 30, 2002; 42,000,000 authorized at October 31, 2002; 1,000
issued and outstanding at April 30, 2002; 14,142,036 issued and outstanding at October 31, 2002


1



14,142Additional paid-in capital


99



46,167,151Accumulated deficit






(5,619,014
)Total invested and stockholders equity


10,270,547



40,565,792$
28,159,424


$
49,378,535





See accompanying notes to condensed financial statements.




3




---

QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.





CONDENSED STATEMENTS OF OPERATIONS


Unaudited


Three and six months ended October 31, 2001 and
2002





Three Months Ended October 31,


Six Months Ended October
31,2001


2002


2001


2002Net revenue:Product sales

$
4,592,409


$
3,807,100


$
9,184,577


$
6,630,253Contract revenue


1,247,077



1,794,827



3,584,900



3,590,192Total revenue


5,839,486



5,601,927



12,769,477



10,220,445Costs and expenses:Cost of product sales


7,548,294



5,131,371



14,138,487



8,772,208Research and development


9,178,549



3,390,207



18,928,825



6,584,087Selling, general and administrative


2,809,801



2,696,390



4,633,557



5,038,985Total costs and expenses


19,536,644



11,217,968



37,700,869



20,395,280Operating loss


(13,697,158
)


(5,616,041
)


(24,931,392
)


(10,174,835
)Interest expense (income), net


7,318



(35,851
)


95,984



60,639Other expense (income)


0



(330,120
)


0



69,991Provision for income taxes


0



800



0



800Net loss

$
(13,704,476
)

$
(5,250,870
)

$
(25,027,376
)

$
(10,306,265
)Net loss per share:Basic

$
(0.78
)

$
(0.30
)

$
(1.42
)

$
(0.58
)Diluted

$
(0.78
)

$
(0.30
)

$
(1.42
)

$
(0.58
)Number of shares used in per share calculation:Basic


17,655,475



17,655,475



17,655,475



17,655,475Diluted


17,655,475



17,655,475



17,655,475



17,655,475








See accompanying notes to condensed
financial statements.




4




---

QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.





CONDENSED STATEMENTS OF CASH FLOWS


Unaudited


Six months ended October 31, 2001 and 2002





Six Months Ended October
31,2001


2002Net cash used in operating activities

$
(23,840,105
)

$
(6,963,575
)Cash flows from investing activities:Purchases of equipment and leasehold improvements


(2,756,272
)


(667,371
)Proceeds from sales of equipment






92,000Net cash used in investing activities


(2,756,272
)


(575,371
)Cash flows from financing activities:Payments on capital lease obligations


(103,796
)


(94,420
)Contributions from IMPCO Technologies upon distribution






15,000,000Borrowings under line of credit


10,863,687



Proceeds from issuance of common stock






3,513Net advances from parent prior to distribution


16,120,904



2,713,405Net cash provided by financing activities


26,880,795



17,622,498Net increase in cash and cash equivalents


284,418



10,083,552Cash and cash equivalents at beginning of period


4,300



177,414Cash and cash equivalents at end of period

$
288,718


$
10,260,966Supplemental schedule of non-cash activity:Assets acquired under capital leases

$
227,415


$
Issuance of Series A common stock recorded as intangible asset






14,229,428Assumption of line of credit by IMPCO Technologies






8,625,000Conversion of owners net investment to stockholders equity






31,831,129Issuance of warrants






103,461








See accompanying notes to condensed
financial statements.







5




---

QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.





NOTES TO CONDENSED FINANCIAL STATEMENTS


October 31, 2001 and 2002





1)    BASIS OF PRESENTATION





On July 23, 2002, IMPCO Technologies, Inc.
(IMPCO) completed the distribution and spin-off of Quantum Fuel Systems Technologies Worldwide, Inc. (the Company) to its stockholders. The Company is focusing on enabling technologies for alternative propulsion and energy in emerging global
markets. The Company provides hydrogen and compressed natural gas (CNG) handling and storage system technologies to manufacturers of fuel cell and internal combustion engines.





On the date of the distribution and spin-off, IMPCO distributed the stock of the Company to stockholders of IMPCO based on a distribution ratio of one share of the
Companys common stock for every share of IMPCO common stock outstanding on the record date. In addition, IMPCO contributed $15 million in cash to the Company and assumed the Companys debt facility of $8.6 million on the date of
distribution. Furthermore, as discussed in Note 7, immediately following the spin-off the Company issued 3,513,439 shares of its Series A common stock to General Motors (GM) in connection with a strategic alliance between the Company and GM. The
Companys accumulated deficit at October 31, 2002 of $5,619,015 represents its operating results from the distribution date to October 31, 2002.





The financial statements include the Company, as well as certain assets, liabilities, and related operations that were transferred to the Company (the Contribution) from IMPCO. The financial statements
include the historical operations transferred to the Company by IMPCO (the Companys Businesses). The Contribution was completed prior to the distribution and resulted in a recapitalization of the Company.





The accompanying condensed financial statements are unaudited and reflect all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary for the fair presentation of the financial position and operating results for the interim periods. The condensed financial statements should be read in conjunction with the financial
statements and notes thereto, together with managements discussion and analysis of financial condition and the results of operations, contained in the Companys Annual Report on Form 10-K for the fiscal year ended April 30, 2002. The
results of operations for the six months ended October 31, 2002 are not necessarily indicative of the results that may be expected for the entire year ending April 30, 2003.





The financial statements include allocations of certain IMPCO corporate headquarters assets, liabilities, and expenses relating to the Companys Businesses that
were transferred to the Company from IMPCO. General corporate overhead has been allocated either based on the ratio of the Companys headcount to IMPCOs total headcount, on the Companys revenue as a percentage of IMPCOs total
revenue, or specifically identified costs for the Company. General corporate overhead primarily includes salary and expenses for the executive management, finance, legal, human resources, information services and investor relations departments and
amounted to approximately $2,039,000 and $129,000 for the six months ending October 31, 2001 and 2002, respectively. Management believes the costs of these services charged to the Company are a reasonable representation of the costs that would have
been incurred if the Company had performed these functions as a stand-alone company. Following the spin-off from IMPCO, the Company is performing these functions using its own resources or purchased services.





The balance sheet at April 30, 2002 has been derived from the audited financial statements at that date but does not include all of the
information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. For further information, refer to the financial statements and notes thereto included in the Companys annual
report on Form 10-K for the year ended April 30, 2002.





Certain reclassifications have been made to prior period
balances in order to conform to the current period presentation.




6




---



QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.





NOTES TO CONDENSED FINANCIAL STATEMENTS(Continued)







2)    EARNINGS PER SHARE





The Company computes net income (loss) per share in accordance with SFAS No. 128, Earnings Per Share, and SEC Staff
Accounting Bulletin (SAB) No. 98. Under the provisions of SFAS No. 128, basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the
period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and common equivalent shares outstanding during the period.





Under the provisions of SAB No. 98, common shares issued for nominal consideration, if any, would be included in the per share
calculations as if they were outstanding for all periods presented. The Company initially issued 1,000 shares to IMPCO for nominal consideration. The 3,513,439 shares of Series A common stock have been issued for nominal consideration. In July 2002,
IMPCOs Board of Directors declared a 1-for-1 stock dividend whereby every shareholder of IMPCO common stock received a corresponding share of the Companys common stock. Prior to the spin-off, the Company declared a stock split to
increase the number of shares outstanding to match the number of shares outstanding of IMPCOs common stock. All share information has been presented to reflect 17,655,475 shares of common stock outstanding for all periods. The Company
considers common equivalent shares from the exercise of stock options and warrants in the instance where the shares are dilutive to net income of the Company by application of the treasury stock method. The effects of stock options and warrants were
anti-dilutive for all periods presented.





The following table sets forth the computation of basic and diluted
earnings per share:





Three Months Ended October
31,


Six Months Ended October
31,2001


2002


2001


2002Numerator:Net loss

$
(13,704,476
)

$
(5,250,870
)

$
(25,027,376
)

$
(10,306,265
)Numerator for basic earnings per shareloss to common stockholders


(13,704,476
)


(5,250,870
)


(25,027,376
)


(10,306,265
)Numerator for diluted earnings per shareloss to common stockholders


(13,704,476
)


(5,250,870
)


(25,027,376
)


(10,306,265
)Denominator:Denominator for basic earnings per shareadjusted weighted-average shares


17,655,475



17,655,475



17,655,475



17,655,475Denominator for diluted earnings per shareadjusted weighted-average shares


17,655,475



17,655,475



17,655,475



17,655,475Basic earnings per share

$
(0.78
)

$
(0.30
)

$
(1.42
)

$
(0.58
)Diluted earnings per share

$
(0.78
)

$
(0.30
)

$
(1.42
)

$
(0.58
)





3)    BUSINESS SEGMENT INFORMATION





The Company classifies its business operations into four reporting segments: the Alternative Fuels division, Fuel Cell Systems division,
Advanced Research & Product Development and Corporate Expenses. The Alternative Fuels division generates revenues through the sale of compressed natural gas (CNG) and propane (LPG) fuel storage, fuel delivery and electronic control systems to
OEMs, primarily General Motors, and the installation of its products into OEM vehicles. The Alternative Fuels division also generates contract revenue by providing engineering design and support to the OEMs so that its fuel storage, fuel delivery
and electronic




7




---



QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.





NOTES TO CONDENSED FINANCIAL STATEMENTS(Continued)




control systems integrate and operate with certain of their alternative fuel vehicles. The Fuel Cell Systems division generates limited revenues through the sale of fuel cell-related fuel
storage, fuel delivery and electronic control systems to OEMs, and the installation of its products into OEM vehicles. The Fuel Cell Systems division also generates contract revenue by providing engineering design and support to the OEMs so that its
fuel storage, fuel delivery and electronic control systems integrate and operate with certain of their fuel cell applications. The Fuel Cell Systems division was established as a new segment beginning in the first quarter of fiscal year 2003, and
prior year amounts have been restated to reflect the new presentation. The chief operating decision maker allocates resources and tracks performance by the four reporting segments. The change in reporting aligns revenue and costs of sales from fuel
cell development contracts with the research and development of fuel cell applications. Previously, all revenue and related cost of sales was reported in the Alternative Fuels segment. The Fuel Cell Systems division also now includes the research
and development directly attributed to fuel cell applications. Previously, these expenses were reported in the Research and Development segment, which has now been changed to Advanced Research & Product Development.





All research and development is expensed as incurred. Research and development expense includes both customer-funded research and
development and Company-sponsored research and development. For segment reporting purposes, research and development expense is allocated to the Alternative Fuels and Fuel Cell Systems segments when the expense can be identified with those segments.
Advanced Research & Product Development is a sub-category of research and development expense and represents company-sponsored research and development that is not allocated to the Alternative Fuels or Fuel Cell Systems reporting segments.
Customer-funded research and development consists primarily of expenses associated with contract revenue. These expenses include applications development costs in the Company funded under customer contracts.





The Company recognizes revenue for product sales when goods are shipped in accordance with the Companys shipping terms. Contract
revenues are recognized based on the percentage of completion method. Corporate expenses represent a sub-category of selling, general and administrative expense. Corporate expenses consist of general and administrative expense incurred at the
corporate level.





The Company evaluates performance based on profit or loss from operations before interest and
income taxes.





All of the Companys product revenues are generated from alternative fuel systems and hydrogen
fuel cell storage systems for automotive OEM applications. The Companys revenue from unaffiliated customers is derived from within the United States. All of the Companys long-lived assets are based in its offices in Sterling Heights,
Michigan, Irvine, California, and Lake Forest, California.




8




---



QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.





NOTES TO CONDENSED FINANCIAL STATEMENTS(Continued)




Net revenues and operating loss for the Companys business segments for the three and six months ended
October 31, 2001 and 2002 are as follows:





RevenuesThree Months Ended October
31,


Six Months Ended October
31,2001


2002


2001


2002(in thousands)Alternative Fuels

$
5,208


$
3,386


$
11,619


$
6,849Fuel Cell Systems


631



2,216



1,150



3,371Total

$
5,839


$
5,602


$
12,769


$
10,220Operating LossThree Months Ended October 31,


Six Months Ended October 31,2001


2002


2001


2002(in thousands)Alternative Fuels

$
(5,729
)

$
(2,749
)

$
(9,453
)

$
(4,421
)Fuel Cell Systems


(4,054
)


(450
)


(8,241
)


(1,038
)Advanced Research & Product Development


(2,587
)


(404
)


(5,199
)


(701
)Corporate Expenses(1)


(1,327
)


(2,013
)


(2,038
)


(4,015
)Total

$
(13,697
)

$
(5,616
)

$
(24,931
)

$
(10,175
)


---

|(1) |  | Represents corporate expenses not allocated to any of the reporting segments.
|--- |  | -----------------------------------------------------------------------------




Identifiable assets for the Companys business segments at April 30, 2002 and October 31, 2002 are as follows:





AssetsApril 30, 2002

October 31, 2002(in thousands)Alternative Fuels

$
19,332

$
16,922Fuel Cell Systems


1,320


3,300Advanced Research & Product Development


3,061


1,193Corporate Expenses


3,827


3,455Total Identifiable Assets


27,540


24,870Assets Not Specifically Identifiable


619


24,509Total

$
28,159

$
49,379





4)    WARRANTS





In connection with the spin-off from IMPCO, the Company expects to issue warrants to purchase an aggregate of 300,000 shares of the
Companys common stock to holders of outstanding IMPCO warrants as of the distribution date, July 23, 2002. The Company expects to issue these warrants at an exercise price of $5.83 with a term expiring in January 2006.





The Company issued an additional 100,000 warrants to purchase shares of the Companys common stock to a consulting firm on
August 27, 2002 for services related to investor relations. These warrants were issued at an exercise price of $5.10 with a four-year term. The Company recorded expense during the second quarter of fiscal year 2003 of approximately $103,000 in
connection with the issuance of these warrants.




9




---



QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.





NOTES TO CONDENSED FINANCIAL STATEMENTS(Continued)







5)    STOCK OPTIONS





In connection with the spin-off from IMPCO, each IMPCO option holder received one option to purchase Quantum stock for every IMPCO option
held at the record date. The exercise price of both the IMPCO and Quantum stock options was adjusted based on the relative market values of the common stock of both companies on the first trading day following the spin-off. All vesting schedules
remain the same and the option holders will not be required to exercise their options concurrently. Accordingly, the adoption of the Companys stock option plan did not give rise to a compensation charge. As of the distribution date, 1,313,468
options were granted out of the Companys 2002 Stock Incentive Plan to IMPCO stock option holders.





During
the second quarter, the Company granted stock options to all full-time employees. The options vest 25% annually over four years. The option exercise price was based on the market price on the date of the grant. The total number of additional shares
granted pursuant to the Companys 2002 Stock Incentive Plan was 1,171,500.





6)    INCOME TAXES





Income taxes for the six months ended October 31, 2002 were computed using the effective tax rate estimated
to be applicable for the full fiscal year, which is subject to ongoing review and evaluation by management. The Company has established a full valuation allowance for deferred income tax assets due to the lack of earnings history.





7)    INTANGIBLE ASSET





In connection with the Companys strategic alliance with General Motors, the Company issued 3,513,439 shares of its Series A common stock to General Motors on July 24, 2002. This issuance has
been recorded at the estimated fair market value on the date of the distribution of approximately $14.2 million, in accordance with Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation, and EITF
96-18, Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods or Services. The intangible asset was recorded in accordance with the consensus reached by the Emerging
Issues Task Force during their November 2001 meeting with respect to EITF 00-18, Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other than Employees.





The Company has adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets, effective May 1, 2002. The SFAS requires that intangible assets other than goodwill be amortized over their useful lives. Accordingly, the Company is amortizing the intangible asset, subject to periodic evaluations for impairment, over
the ten-year term of the Corporate Alliance Agreement with General Motors.




10




---



QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.





NOTES TO CONDENSED FINANCIAL STATEMENTS(Continued)







The amortization expense during the first half of fiscal year 2003
was approximately $389,000. The expected amortization expense for the next five fiscal years is as follows:





Amortization Expense2003

$
1,098,3952004


1,422,9432005


1,422,9432006


1,422,9432007


1,422,943Thereafter


7,439,262





8)    RESTRUCTURING CHARGES





Beginning in June 2000, following a successful follow-on offering of common stock by IMPCO, the Company developed a cost structure that
included substantial research and development activity, as well as investments in new facilities, to take advantage of its position in the emerging fuel cell industry. In September 2001, in reaction to prevailing market conditions, management
enacted a plan to, among other things, significantly reduce the Companys operating costs.





In December 2001,
the Company adopted a plan to close its Guaymas, Mexico manufacturing operations, close one of its Sterling Heights, Michigan offices and terminate the employees supporting these facilities. Accordingly, the Company recorded a charge of
approximately $1,162,000 during fiscal year 2002 for headcount reduction, lease and contract exit costs and other asset writedowns. In connection with these actions, the Company initiated involuntary separation plans that included headcount
reductions of approximately 62 employees at a cost of $180,000 for severance and related costs. Additional costs of $982,000 were recorded to include losses on asset writedowns, office leases, net of anticipated sublease income over the lease
term and contract exit costs.





The major components of the restructuring charges and the remaining accrual balance
as of October 31, 2002 are as follows (in thousands):





Employee termination and severance costs

Lease exit costs

Contract exit costs

Asset writedowns

Total2002 Charges

$
180

$
394

$
114

$
474

$
1,1622002 Activity


180


116


114


474


884April 30, 2002 balance





278








2782003 Charges














2003 Activity





197








197October 31, 2002 balance

$


$
81

$


$


$
81







11




---

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





Forward-Looking Statements





This Report, including the Managements Discussion and
Analysis which follows, contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections about our industry,
our beliefs and assumptions. We use words such as anticipate, expect, intend, plan, believe, seek, estimate and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the
forward-looking statements. These risks and uncertainties include, but are not limited to, the following: we have a limited history operating as an independent company, and we may be unable to make the changes necessary to operate successfully as a
stand-alone business; we have a history of operating losses and negative cash flow and anticipate that we will continue to incur operating losses for the foreseeable future; if we fail to achieve and to maintain profitability in the future,
investors could lose confidence in the value of our stock, which could cause it to decline; our historical financial information may not be representative of our results as a stand-alone company and, therefore, may not be reliable as an indicator of
our historical or future results; as a result of the spin-off from IMPCO, we are no longer able to access IMPCOs cash flows or its ability to raise capital; we will need to raise additional capital in order to continue operations and complete
our product development and commercialization plans; we may be required to indemnify IMPCO for taxes arising in connection with the spin-off, and the tax characteristics of the spin-off may interfere with our ability to engage in desirable strategic
transactions and issue our equity securities; the market price and trading volume of our common stock may be volatile; we may never be able to introduce commercially viable fuel storage, fuel delivery or electronic control products for fuel cell
systems; a mass market for fuel storage, fuel delivery and electronic control systems for fuel cells may never develop or may take longer to develop than we anticipate; we cannot predict the long-term impact of our recent cost reduction measures;
our revenue depends to a great extent on our relationship with General Motors and General Motors commitment to the commercialization of the fuel cell and alternative fuel automotive OEM markets; our business depends on the growth of the fuel
cell and alternative fuel markets; users of gaseous alternative fueled or fuel cell powered vehicles may not be able to obtain fuel conveniently and affordably, which may adversely affect the demand for our products; we currently face and will
continue to face significant competition, which could result in a decrease in our revenue; our business may be subject to product liability claims or product recalls, which could be expensive and could result in a diversion of managements
attention; our business may become subject to future product certification regulations, which may impair our ability to market our products; new technologies could render our existing products obsolete; we depend on our intellectual property, and
our failure to protect our intellectual property rights could adversely affect our future growth and success; if third parties claim that our products infringe their intellectual property rights, we may be forced to expend significant financial
resources and management time and our operating results would suffer; we depend on third-party suppliers for the supply of key materials and components for our products; we could lose or fail to attract the personnel necessary to run our business;
our business could be harmed if we fail to meet OEM specifications; we may be subject to increased warranty claims due to longer warranty periods; labor disputes at OEM facilities could impact our business; changes in environmental policies could
hurt the market for our products; and the development of uniform codes and standards for hydrogen fuel cell vehicles and related hydrogen refueling infrastructure may not develop in a timely fashion. This list of factors is not intended to be
exhaustive. Reference should also be made to the factors set forth from time to time in our SEC reports, including but not limited to those set forth in the section entitled Risk Factors in our Annual Report on Form 10-K for the year ended April 30,
2002. You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this Report.





Overview





We design, manufacture and supply integrated fuel systems to original equipment
manufacturers for use in alternative fuel vehicles and fuel cell applications. Our fuel systems enable cars, trucks and buses powered by




12




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internal combustion engines to operate on hydrogen, natural gas or propane. Our advanced enabling products for fuel cell systems are used in transportation and industrial vehicles, stationary and
portable power generation, and hydrogen refueling products for the infrastructure to support fuel cell vehicles. Our advanced fuel systems comprise the storage, monitoring, control and injection of gaseous fuels to improve efficiency, enhance power
output, and reduce pollutant emissions from internal combustion engines and fuel cell systems.





We supply our
advanced gaseous fuel systems for alternative fuel vehicles to OEM customers for use by consumers and for commercial and government fleets. Since 1997, we have sold over 15,000 fuel systems for alternative fuel vehicles, primarily to General Motors,
which in turn has sold substantially all of these vehicles to its customers. We also provide our gaseous fuel systems and hydrogen refueling products for fuel cell applications to major OEMs through funded research and development contracts and on a
prototype basis. These fuel cell and hydrogen refueling products are not currently used on a commercial basis and will require additional product development over the next five years; however, we believe that a commercial market will begin to
develop for these products in 2004 to 2005. We believe that these systems will reach production volumes only if OEMs produce fuel cell applications and hydrogen refueling products using our systems on a commercial basis.





We classify our business operations into four reporting segments: the Alternative Fuels division, Fuel Cell Systems division, Advanced
Research & Product Development and Corporate Expenses. The Alternative Fuels division generates revenues through the sale of compressed natural gas (CNG) and propane (LPG) fuel storage, fuel delivery and electronic control systems to OEMs,
primarily General Motors, and the installation of its products into OEM vehicles. The Alternative Fuels division also generates contract revenue by providing engineering design and support to the OEMs so that its fuel storage, fuel delivery and
electronic control systems integrate and operate with certain of their alternative fuel vehicles. The Fuel Cell Systems division generates limited revenues through the sale of fuel cell-related fuel storage, fuel delivery and electronic control
systems to OEMs, and the installation of its products into OEM vehicles and hydrogen refueling systems. The Fuel Cell Systems division also generates contract revenue by providing engineering design and support to the OEMs so that its fuel storage,
fuel delivery and electronic control systems integrate and operate with certain of their fuel cell applications. The Fuel Cell Systems division was established as a new segment beginning in the first quarter of fiscal year 2003, and prior year
amounts have been restated to reflect the new presentation. The chief operating decision maker allocates resources and tracks performance by each of the four reporting segments. The change in reporting aligns revenue and costs of sales from fuel
cell development contracts with the research and development of fuel cell applications. Previously, all revenue and related cost of sales was reported in the Alternative Fuels segment. The Fuel Cell Systems division also now includes the research
and development directly attributed to fuel cell applications. Previously, these expenses were reported in the Research and Development segment, which has now been changed to Advanced Research & Product Development.





For the six months ended October 31, 2002, revenues related to sales of our products to and contracts with General Motors and its
affiliates represented 72.1% of our total revenues for that period.





We recognize revenue for product sales when
goods are shipped in accordance with our shipping terms. Contract revenues are recognized based on the percentage of completion method. Corporate expenses represent a sub-category of selling, general and administrative expense. Corporate expenses
consist of general and administrative expense incurred at the corporate level.





We expense all research and
development when incurred. Research and development expense includes both customer-funded research and development and company-sponsored research and development. For segment reporting purposes, research and development expense is allocated to the
Alternative Fuels and Fuel Cell Systems segments when the expense can be identified with those segments. Advanced Research & Product Development is a sub-category of research and development expense and represents company-sponsored research and
development that is not allocated to the Alternative Fuels or Fuel Cell Systems reporting segments. Customer-funded research and development consists primarily of expenses associated with contract revenue.




13




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These expenses include application development costs in Quantum funded under customer contracts. We will continue to require significant research and development expenditures over the next
several years in order to commercialize our products for fuel cell applications.





General Motors
Relationship.  Our strategic alliance with General Motors became effective upon our spin-off from IMPCO. We believe that the strategic alliance with General Motors will advance and commercialize, on a global basis, the integration of
our gaseous storage and handling systems into fuel cell systems used in the transportation markets. Under the alliance, we and General Motors will co-develop technologies that are designed to accelerate the commercialization of fuel cell
applications. Additionally, General Motors will endorse our company as a recommended provider of hydrogen storage, hydrogen handling and associated electronic controls. This strategic alliance expands upon the relationship that has been in place
between General Motors and Quantum (as IMPCOs Automotive OEM Division) since 1993, through which we provide integrated natural gas and propane fuel systems for their alternative fuel vehicle products.





In connection with our strategic alliance, we issued to General Motors an aggregate of 3,513,439 shares of our Series A common stock,
representing 19.9% of our total outstanding equity following such issuance, for consideration of a nominal cash contribution and access to certain General Motors proprietary information. Under the alliance, we have committed to provide minimum
amounts of annual funding to projects approved under the alliance. Each party will retain the ownership of its existing technology and will jointly own technology that is jointly created under the alliance. We will be free to use jointly created
technologies in certain aspects of our business but will be required to share revenues with General Motors on fuel cell system-related products that are sold to General Motors or third parties.





Separation from IMPCO.  We were incorporated under the laws of the State of Delaware on October 13, 2000, as a wholly-owned subsidiary of IMPCO.
IMPCO conducted our business through various departments, first as a division (the Automotive OEM Division) and most recently as a subsidiary (Quantum Fuel Systems Technologies Worldwide, Inc.). On July 23, 2002, IMPCO completed the distribution and
spin-off of Quantum by distributing one share of Quantum common stock for every share of IMPCO common stock held on the record date, which was July 5, 2002. Prior to the distribution, we entered into several agreements with IMPCO with respect to,
among other things, intellectual property, interim services and a number of ongoing commercial relationships. The interim services agreement provides for specified charges generally intended to allow the providing company to fully recover the
allocated direct costs of providing the services, plus all out-of-pocket costs and expenses, but without any profit. With limited exceptions, these interim services are not expected to extend beyond six months from the distribution date. The
pricing terms for goods and services covered by the commercial agreements reflect negotiated prices.





Our
financial statements, which are discussed below, reflect the historical financial position, results of operations and cash flows of the business transferred to us from IMPCO as part of the distribution. The financial information included herein,
however, may not necessarily reflect our financial position, results of operations and cash flows in the future or what our financial position, results of operations and cash flows would have been had we been a stand-alone company during the periods
presented.




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Income Taxes.  Income taxes were calculated as if we filed
separate tax returns. However, IMPCO was managing its tax position for the benefit of its entire portfolio of businesses, and its tax strategies are not necessarily reflective of the tax strategies that we would have followed or will follow as a
stand-alone company.





Critical Accounting Policies and Estimates





The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, warranty and recall obligations, long-term service contracts, and contingencies and
litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.





We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements:





We recognize revenue and profit as work progresses on long-term, fixed price contracts for product application development using the
percentage-of-completion method, which relies on estimates of total expected contract revenue and costs. We follow this method because we can make reasonably dependable estimates of the revenue and costs applicable to various stages of a contract.
Recognized revenues and profit are subject to revisions as the contract progresses to completion. Revisions in profit estimates are charged to income in the period in which the facts that give rise to the revision become known.





We provide for the estimated cost of product warranties at the time revenue is recognized. While we engage in product quality
programs and processes, including actively monitoring and evaluating the quality of our component suppliers, our warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product
failure. Should actual product failure rates, material usage or service delivery costs differ from our estimates, revisions to the estimated warranty liability would be required.





We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based
upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.




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Results of Operations





Three and six months ended October 31, 2001 and 2002





Net revenues and operating loss for our business for the three and six months ended October 31, 2001 and 2002 were as follows:





RevenuesThree Months ended October 31,

Six Months ended October 31,2001

2002

2001

2002(in thousands)Alternative Fuels

$
5,208

$
3,386

$
11,619

$
6,849Fuel Cell Systems


631


2,216


1,150


3,371Advanced Research & Product Development











Corporate Expenses(1)











Total

$
5,839

$
5,602

$
12,769

$
10,220





Operating LossThree Months ended October 31,


Six Months ended October 31,2001


2002


2001


2002(in thousands)Alternative Fuels

$
(5,729
)

$
(2,749
)

$
(9,453
)

$
(4,421
)Fuel Cell Systems


(4,054
)


(450
)


(8,241
)


(1,038
)Advanced Research & Product Development


(2,587
)


(404
)


(5,199
)


(701
)Corporate Expenses(1)


(1,327
)


(2,013
)


(2,038
)


(4,015
)Total

$
(13,697
)

$
(5,616
)

$
(24,931
)

$
(10,175
)


---

|(1) |  | Represents corporate expenses not allocated to any of the reporting segments.
|--- |  | -----------------------------------------------------------------------------




Net revenues decreased $0.2 million, or 3.4%, from $5.8 million in the second quarter of fiscal year 2002 to $5.6 million in the second quarter of fiscal year 2003. Net
revenues decreased $2.5 million, or 20.3%, from $12.8 million in the first half of fiscal year 2002 to $10.2 million in the first half of fiscal year 2003.





Alternative Fuels.  Product sales for the Alternative Fuels segment decreased $1.7 million, or 37.0%, from $4.6 million in the second quarter of fiscal year 2002 to $2.9 million in the
second quarter of fiscal year 2003. Product sales decreased $3.4 million, or 37.0%, from $9.2 million in the first half of fiscal year 2002 to $5.8 million in the first half of fiscal year 2003. Product sales consist of sales associated with
General Motors mid-size automobiles, pick-up trucks, and vans equipped with our bi-fuel and compressed natural gas fuel systems and General Motors medium duty trucks equipped with dedicated liquid propane gas kits. The decrease in
product sales was due to lower sales of GM midsize automobiles, medium duty trucks and vans, partially offset by higher sales of pick-up trucks. System sales for midsize automobiles during the second quarter of fiscal year 2003 were lower due to a
delay in vehicle deliveries by General Motors.





Cost of product sales decreased $3.0 million, or 40.0%, from $7.5
million in the second quarter of fiscal year 2002 to $4.5 million in the second quarter of fiscal year 2003. The decrease in cost of product sales was due to a $0.5 million decrease in manufacturing overhead mainly due to cost cutting efforts, a
$1.3 million decrease in material costs related to the lower sales volume, and a $1.2 million decrease in direct labor and other indirect production costs, including warranty reserve, inventory obsolescence, and freight charges.





Cost of product sales decreased $6.0 million, or 42.6%, from $14.1 million in the first half of fiscal year 2002 to $8.1
million in the second half of fiscal year 2003. The decrease in cost of product sales was due to a




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$1.7 million decrease in manufacturing overhead mainly due to cost cutting efforts, a $2.4 million decrease in material costs related to the lower sales volume, and a $1.9 million decrease
in direct labor and other indirect production costs, including warranty reserve, inventory obsolescence, and freight charges.





Gross profits on product sales increased $1.5 million, or 50.0%, from a negative $3.0 million in the second quarter of fiscal year 2002 to a negative $1.5 million in the second quarter of fiscal year 2003, due to a 13.8% decrease in
cost of product sales as a percentage of sales.





Gross profits on product sales increased $2.7 million, or 54.0%,
from a negative $5.0 million in the first half of fiscal year 2002 to a negative $2.3 million in the first half of fiscal year 2003, due to a 14.1% decrease in cost of product sales as a percentage of sales.





Contract revenue related to alternative fuels decreased $0.2 million, or 33.3%, from $0.6 million in the second quarter of fiscal year
2002 to $0.4 million in the second quarter of fiscal year 2003. Contract revenues decreased $1.4 million, or 58.3%, from $2.4 million in the first half of fiscal year 2002 to $1.0 million in the first half of fiscal year 2003. The decrease is
due to a decline in the number and scope of General Motors alternative fuel developmental programs and due to the fact that many of these contracts are model year rollover programs which require less engineering time. Contract revenue is used
primarily for system development and application engineering of our products under funded General Motors and other OEM contracts, and other funded contract work with state and federal agencies.





Research and development associated with cost of contract revenues included in our Alternative Fuels division unit decreased $0.8 million, or 72.7%, from $1.1 million
in the second quarter of fiscal year 2002 to $0.3 million in the second quarter of fiscal year 2003. Research and development associated with cost of contract revenues decreased $2.0 million, or 76.9%, from $2.6 million in the first half of
fiscal year 2002 to $0.6 million in the first half of fiscal year 2003. The decrease is primarily due to the lower contract revenues, engineering efficiencies due to the model year rollover of the contracts and cost cutting measures instituted in
the second and third quarters of fiscal year 2002.





Operating loss decreased by $3.0 million, or 52.6%, from $5.7
million in the second quarter of fiscal year 2002 to $2.7 million in the second quarter of fiscal year 2003. The decrease in loss was attributable to a $0.6 million decrease in research and development expenses, a $1.5 million decrease in
negative gross profit on product sales, and a $0.9 million decrease in general and administrative expenses, partially offset by a $0.2 million decrease in contract revenue.





Operating loss decreased by $5.1 million, or 53.7%, from $9.5 million in the first half of fiscal year 2002 to $4.4 million in the first half of fiscal year 2003. The
decrease in loss was attributable to a $2.1 million decrease in research and development expenses, a $2.6 million decrease in negative gross profit on product sales, and a $1.8 million decrease in general and administrative expenses, partially
offset by a $1.4 million decrease in contract revenue.





Fuel Cell Systems.  Revenues for the Fuel
Cell Systems segment increased by $1.6 million, or 266.7%, from $0.6 million in the second quarter of fiscal year 2002 to $2.2 million in the second quarter of fiscal year 2003. Revenues increased by $2.3 million, or 209.1%, from $1.1 million in the
first half of fiscal year 2002 to $3.4 million in the first half of fiscal year 2003. Product sales were $0.9 million in the second quarter of fiscal year 2003. There were no fuel cell product sales during the first half of fiscal year 2002.
Product sales were $0.9 million in the first half of fiscal year 2003. Product sales consist of sales associated with Toyota Motor Companys fuel cell SUV platform equipped with our hydrogen fuel metering and fuel storage systems. These
product sales during the second quarter of 2003 contributed $0.2 million in gross profit.





Contract revenue for
the Fuel Cell Systems segment increased $0.8 million, or 133.3%, from $0.6 million in the second quarter of fiscal year 2002 to $1.4 million in the second quarter of fiscal year 2003. Contract revenues




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increased $1.4 million, or 127.3%, from $1.1 million in the first half of fiscal year 2002 to $2.5 million in the first half of fiscal year 2003. The increase was due to our participation in new
fuel cell system developmental programs for automotive OEM programs and hydrogen refueling systems. Contract revenue is used primarily for system development and application engineering of our products under funded OEM contracts, and other funded
contract work with state and federal agencies.





Research and development associated with cost of contract revenues
included in our Fuel Cell Systems segment increased $0.3 million, or 75.0%, from $0.4 million in the second quarter of fiscal year 2002 to $0.7 million in the second quarter of fiscal year 2003. Research and development associated with cost of
contract revenues increased $0.4 million, or 44.4%, from $0.9 million in the first half of fiscal year 2002 to $1.3 million in the second quarter of fiscal year 2003. The increase is primarily due to development efforts to support the
customer-funded contracts.





Internally funded research and development expense for the Fuel Cell Systems segment
decreased by $2.9 million, or 69.1%, from $4.2 million in the second quarter of fiscal year 2002 to $1.3 million in the second quarter of fiscal year 2003. Internally funded research and development expense decreased by $6.2 million, or 72.9%,
from $8.5 million in the first half of fiscal year 2002 to $2.3 million in the first half of fiscal year 2003. The decrease in internally funded research and development primarily relates to a decrease for fuel storage, fuel delivery systems, and
vehicle integration for fuel cell-related programs primarily due to cost cutting measures, and less significantly by an increase in research and development funded under customer programs, and a decrease in direct and indirect support costs.





Operating loss for the Fuel Cell Systems segment decreased by $3.6 million, or 87.8%, from $4.1 million in
the second quarter of fiscal year 2002 to $0.5 million in the second quarter of fiscal year 2003. The decrease in loss was attributable to a $2.7 million decrease in research and development expenses, a $0.7 million increase in contract revenue, and
a $0.2 million increase in gross profit on product sales.





Operating loss for the Fuel Cell Systems segment
decreased by $7.2 million, or 87.8%, from $8.2 million in the first half of fiscal year 2002 to $1.0 million in the first half of fiscal year 2003. The decrease in loss was attributable to a $5.8 million decrease in research and development
expenses, a $1.4 million increase in contract revenue, and a $0.2 million increase in gross profit on product sales, partially offset by a $0.2 million increase in sales and marketing expenses.





Advanced Research & Product Development.  Research and development expense decreased by $2.2 million, or 84.6%, from $2.6 million in the
second quarter of fiscal year 2002 to $0.4 million in the second quarter of fiscal year 2003. Research and development expense decreased by $4.5 million, or 86.5%, from $5.2 million in the first half of fiscal year 2002 to $0.7 million in the
first half of fiscal year 2003. The decrease in research and development primarily relates to a decrease in advanced engineering for component development work and support costs for vehicle integration activities primarily due to cost cutting
measures instituted in the second and third quarters of fiscal year 2002.





Corporate
Expenses.  Corporate expenses increased by $0.6 million, or 46.2%, from $1.3 million in the second quarter of fiscal year 2002 to $1.9 million in the second quarter of fiscal year 2003. Corporate expenses increased by $2.0 million, or
100.0%, from $2.0 million in the first half of fiscal year 2002 to $4.0 million in the first half of fiscal year 2003. The fiscal year 2002 results reflect only the corporate allocation from IMPCO of $1.3 million and $2.0 million for the second
quarter and first half of the fiscal year. The increase for both the second quarter and first half of fiscal year 2003 is due to the amortization expense and additional corporate expenses necessary to support a stand-alone company. The level of
resources required to support our operations on a stand-alone basis has been equivalent to the level of resources allocated from IMPCO, combined with the dedicated administrative resources provided at the Quantum level during the prior year. Also,
in fiscal year 2002 we had expended more direct and indirect resources supporting research and development activities than on the traditional general and administrative support activities needed for a stand-alone company. In fiscal year 2003,




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we realigned these resources to support these more traditional general and administrative activities. The amortization expense related to our intangible asset in the second quarter and first half
of fiscal year 2003 was approximately $358,000 and $389,000, respectively. The expected amortization expense for the full fiscal year is approximately $1.1 million.





Operating losses decreased by $8.1 million, or 59.1%, from $13.7 million in the second quarter of fiscal year 2002 to $5.6 million in the second quarter of fiscal year
2003. The decrease in loss was attributable to a $3.0 million decrease in the operating loss of the Alternative Fuels segment, a $3.6 million decrease in operating loss for the Fuel Cell Systems segment, and a $2.2 million decrease in the
loss of the Advanced Research & Product Development segment, partially offset by a $0.6 million increase in the operating loss of the Corporate Expenses segment.





Operating losses decreased by $14.7 million, or 59.0%, from $24.9 million in the first half of fiscal year 2002 to $10.2 million in the first half of fiscal year 2003. The
decrease in loss was attributable to a $5.1 million decrease in the operating loss of the Alternative Fuels segment, a $7.2 million decrease in operating loss for the Fuel Cell Systems segment, and a $4.5 million decrease in the operating loss of
the Advanced Research & Product Development segment, partially offset by a $2.0 million increase in the operating loss of the Corporate Expenses segment.





Interest Expense.  Interest expense remained flat during the second quarter of fiscal year 2003 compared to the second quarter of fiscal year 2002. Interest expense increased $0.1
million for the first half of fiscal year 2003 compared to the first half of fiscal year 2002.





Provision for
Income Taxes.  Income tax expense remained flat due to our net losses during the period. A valuation allowance has been established for deferred tax assets due to our lack of earnings history. We expect that income tax expense for
fiscal year 2003 will be the same as fiscal year 2002 as we expect to continue to incur operating losses.





Liquidity and Capital
Resources





We have historically used cash generated from IMPCOs operations, bank financings and
investments from IMPCO to fund capital expenditures and research and development, as well as to invest in and operate our existing operations and new businesses. Until fiscal year 2002, we had been funded entirely from IMPCO in the form of equity
investments. In fiscal year 2002, we became a co-borrower with IMPCO of $12.0 million on a debt facility with Bank of America. On April 30, 2001, IMPCO amended its credit facility with Bank of America NT&SA to include a $5.0 million line of
credit for our use. We and IMPCO were co-borrowers on this line of credit, and it was secured by our assets. In September 2001, the credit facility with Bank of America was amended to allow us to increase our use of the line of credit from $5.0
million to $15.0 million. On June 24, 2002, IMPCO amended its credit facility with Bank of America to remove us as a co-borrower under the line of credit and to release the pledge of our assets under the facility, effective upon completion of the
distribution.





Prior to the distribution, IMPCO made an additional capital investment of $15.0 million in cash,
plus an assumption of our debt facility of $8.6 million. As of October 31, 2002, we had no material indebtedness or commitments for capital expenditures.





We are currently seeking additional funding through a registered public offering of our common stock. We believe that our cash flow from operations, available cash and the net proceeds of such offering
will be adequate to meet our current liquidity needs. We currently anticipate that we will require additional sources of financing in order to continue operations beyond the near term and complete the development and commercialization of our
products and technologies. These additional sources of financing may include bank borrowings or public or private offerings of equity or debt securities. We cannot assure you that such additional sources of financing will be available on acceptable
terms, if at all.




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Net cash used in operating activities was $7.0 million in the first half of
fiscal year 2003 as compared to $23.8 million for the same period of fiscal year 2002. The decrease in cash used in operating activities resulted primarily from the net operating loss for the first six months of fiscal year 2003 of $10.3 million as
compared to the net operating loss of $25.0 million for the same period in fiscal year 2002. In addition, there was a decrease in cash used in operating activities due to a $1.5 million decrease in inventories in the first half of fiscal year 2003
compared to a $3.8 million increase in same period of fiscal year 2002. The decrease in inventories is due to better inventory management and consolidation of parts being sold in production. On November 27, 2002, we made a $2.4 million final payment
for legal services provided to us in connection with the distribution and spin-off and patent application and litigation related to our patents. These amounts have been previously accrued and are fully accrued at October 31, 2002. Although we expect
that our use of cash in operating activities for the entire fiscal year 2003 will be lower than experienced in the entire fiscal year 2002 as a result of staff and cost reductions implemented in the second and third quarters of fiscal year 2002, we
do not expect any significant incremental benefit from our working capital management policies over what we have already received during the fiscal year 2003, as we believe that further improvement in inventory levels will be offset by a decrease in
accounts payable.





Net cash used in investing activities in the first half of fiscal year 2003 was $0.6 million, a
decrease of $2.2 million from the same period in fiscal year 2002. The decrease is a result of the completion of the initial expansion plans in the prior two fiscal years as well as a realigning of our investment priorities with our available
liquidity.





Net cash provided by financing activities in the first half of fiscal year 2003 was $17.6 million as
compared to $26.9 million for the same period of fiscal year 2002. This decrease was due to lower net advances from IMPCO, partially offset by a $15.0 million cash infusion from IMPCO as compared to the same period in the prior year.





The ratio of current assets to current liabilities was 2.7:1 at October 31, 2002 and 0.8:1 at April 30, 2002. During the first
six months of fiscal year 2003, our total working capital increased by $17.9 million from a negative $3.4 million at the end of fiscal year 2002 to $14.5 million at October 31, 2002.





Quantitative and Qualitative Disclosures About Market Risk





We are exposed to market risk from exposures to changes in interest rates due to our financing, investing and cash management activities. Specifically, our cash and cash equivalents are subject to fluctuations in interest rates.
Based on our cash balance at October 31, 2002, a 1% decrease in interest rates would result in reduced annual interest income of approximately $100,000.





To date, we have not used any derivative financial instruments for the purpose of reducing our exposure to adverse fluctuations in interest rates. We are not a party to leveraged derivatives and do not
hold or issue financial investments for speculative purposes.





Recent Accounting Pronouncements





In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, Business
Combinations, and No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill will no longer be amortized but will be subject to annual impairment tests
in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. We adopted FAS 141 and FAS 142 as of May 1, 2002. The adoption of FAS 141 and FAS 142 did not have a significant impact on our
financial position and results of operations.





In August of 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards 143, Accounting for Asset Retirement Obligations. SFAS 143 addresses financial accounting and




20




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reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. We are in the process of assessing the effect of adopting SFAS 143,
which is effective for fiscal years beginning after June 15, 2002.





In August 2001, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which addresses financial accounting and reporting for the impairment or disposal of long-lived
assets and supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions of APB Opinion No. 30, Reporting the Results of
OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. FAS 144 is effective for fiscal years beginning after December 15, 2001, with earlier
application encouraged. We adopted FAS 144 as of May 1, 2002 and the adoption of the Statement did not have a significant impact on our financial position and results of operations.





In June 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 146, Accounting for Exit or Disposal Activities.
SFAS 146 addresses significant issues regarding the recognition, measurement, and reporting of costs that are associated with exit and disposal activities, including restructuring activities that are currently accounted for under Emerging Issues
Task Force Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring). The scope of SFAS 146 also includes costs related to
terminating a contract that is not a capital lease and termination benefits that employees who are involuntarily terminated receive under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation contract. SFAS 146 will be effective for exit or disposal activities that are initiated after December 31, 2002 but early application is encouraged. The provisions of EITF Issue No. 94-3 shall continue to apply for an exit
activity initiated under an exit plan that met the criteria of EITF Issue No. 94-3 prior to the adoption of SFAS 146. Adopting the provisions of SFAS 146 will change, on a prospective basis, the timing of when restructuring charges are recorded from
a commitment date approach to when the liability is incurred.





Item 3.    Quantitative and Qualitative Disclosures About Market Risk.





Information relating to Quantitative and Qualitative Disclosures About Market Risk appear under the heading Derivative Financial Instruments which is included in Item 2, Managements Discussion and Analysis of Financial
Condition and Results of Operations.





Item 4.    Controls and Procedures.





Within the 90 days prior to the
filing of this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in this report.
It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance than any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.





There have been no significant changes in our internal
controls or in other factors which could significantly affect internal controls subsequent to our most recent evaluation of our internal controls.




21




---

PART IIOTHER INFORMATION





Item 1.    Legal Proceedings.





In August 2000, IMPCO proceeded with
legal action in federal court (Eastern District of Michigan, case # 00-73633) against GFI Control Systems Inc. and Dynetek Industries Ltd. for patent infringement (U.S. Patent No. 6,041,762), which covers a compressed gas fuel system
that includes a tank with an internal pressure regulator. GFI Control Systems Inc. filed a counter-claim for patent infringement. In connection with the spin-off, IMPCO assigned to us all of its rights under this litigation. In October 2002, we
entered into a mutual agreement with GFI to dismiss the pending lawsuit. Pursuant to the agreement, we granted GFI a royalty-free, nonexclusive license to sell products utilizing in-tank regulators covered by our in-tank regulator patent, and GFI
granted us a royalty-free, nonexclusive license to sell products utilizing in-tank solenoid valves covered by its in-tank solenoid valve patent, in each case provided that the in-tank regulators and solenoid valves are used together. IMPCO also
agreed to the dismissal of the lawsuit. We are in discussions with Dynetek to obtain its agreement to the dismissal of the lawsuit.





Item 2.    Changes in Securities and Use of Proceeds.





On August
27, 2002, we issued a warrant to purchase 100,000 shares of our common stock to a consulting firm for investor relations services at an exercise price of $5.10 per share. The issuance was exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof and Regulation D promulgated thereunder, as such issuance did not involve a public offering of securities.





Item 6.    Exhibits and Reports on Form 8-K.





(a)  Exhibits:





Exhibit Number


Description10.19
*

Employment Agreement, dated August 1, 2002, between the Company and Alan P. Niedzwiecki(1)10.20
*

Employment Agreement, dated September 1, 2002, between the Company and William B. Olson(1)10.21


Form of Indemnification Agreement between the Company and each of its directors and executive
officers(2)99.1


Certification of the Chief Executive Officer of the Company pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 200299.2


Certification of the Chief Financial Officer of the Company pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002


---

|* |  | The referenced exhibit is a compensatory contract, plan or arrangement.
|- |  | -----------------------------------------------------------------------

|(1) |  | Filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2002 and incorporated herein by reference.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Included as Exhibit 10.21 to the Companys Registration Statement on Form S-1, filed with the Commission on December 5, 2002, and incorporated herein by
reference.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------




(b)  Reports on Form 8-K:





None reported during the quarter.




22




---

SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





Date: December 5, 2002



QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.By:

/s/    WILLIAM B.
OLSONWilliam B. Olson Chief
Financial Officer and Treasurer [Authorized Signatory and Principal Financial Officer]




23




---

CERTIFICATIONS PURSUANT TO RULES 13a-14 AND 15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)





I, Alan P. Niedzwiecki, certify that:





|1. |  | I have reviewed this quarterly report on Form 10-Q of Quantum Fuel Systems Technologies Worldwide, 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-14 and 15d-14) for the Registrant and we have:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | designed such disclosure controls and procedures 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;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | evaluated the effectiveness of the Registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




|5. |  | The Registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrants auditors and the audit
committee of Registrants board of directors (or persons performing the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrants ability to record, process,
summarize and report financial data and have identified for the Registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




|6. |  | The Registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date: December 5, 2002By:

/s/    ALAN P.
NIEDZWIECKIAlan P. Niedzwiecki President
and Chief Executive Officer




24




---




I, William B. Olson, certify that:





|1. |  | I have reviewed this quarterly report on Form 10-Q of Quantum Fuel Systems Technologies Worldwide, 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-14 and 15d-14) for the Registrant and we have:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | designed such disclosure controls and procedures 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;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | evaluated the effectiveness of the Registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|
|

| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




|5. |  | The Registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrants auditors and the audit
committee of Registrants board of directors (or persons performing the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrants ability to record, process,
summarize and report financial data and have identified for the Registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




|6. |  | The Registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date: December 5, 2002By:

/s/    WILLIAM B.
OLSONWilliam B. Olson Chief
Financial Officer and Treasurer




25




---

EXHIBIT INDEX





Exhibit Number


Description10.19
*

Employment Agreement, dated August 1, 2002, between the Company and Alan P. Niedzwiecki(1)10.20
*

Employment Agreement, dated September 1, 2002, between the Company and William B. Olson(1)10.21


Form of Indemnification Agreement between the Company and each of its directors and executive
officers(2)99.1


Certification of the Chief Executive Officer of the Company pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 200299.2


Certification of the Chief Financial Officer of the Company pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002


---

|* |  | The referenced exhibit is a compensatory contract, plan or arrangement.
|- |  | -----------------------------------------------------------------------

|(1) |  | Filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2002 and incorporated herein by reference.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Included as Exhibit 10.21 to the Companys Registration Statement on Form S-1, filed with the Commission on December 5, 2002, and incorporated herein by
reference.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



26