Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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1: 10-K Annual Report HTML 828K
6: EX-4.17 Instrument Defining the Rights of Security Holders HTML 128K
3: EX-14 Code of Ethics HTML 41K
5: EX-19 Report Furnished to Security Holders HTML 53K
7: EX-23.1 Consent of Experts or Counsel HTML 27K
2: EX-12 Statement re: Computation of Ratios HTML 41K
4: EX-18 Letter re: Change in Accounting Principles HTML 54K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
10: EX-32 Certification -- §906 - SOA'02 HTML 30K
17: R1 Document And Entity Information HTML 55K
18: R2 Consolidated Balance Sheets HTML 118K
19: R3 Consolidated Balance Sheets (Parentheticals) HTML 40K
20: R4 Consolidated Statements of Operations HTML 80K
21: R5 Consolidated Statements of Comprehensive Income HTML 46K
22: R6 Consolidated Statements of Stockholders? Equity HTML 94K
23: R7 Consolidated Statements of Cash Flows HTML 111K
24: R8 Organization and Significant Accounting Policies HTML 237K
25: R9 Business Acquisitions (Notes) HTML 85K
26: R10 Construction Contracts in Progress HTML 51K
27: R11 Income Taxes HTML 164K
28: R12 Common Shares HTML 30K
29: R13 Treasury Stock HTML 30K
30: R14 Nil Coupon Non-Redeemable Convertible Unsecured HTML 44K
Loan Notes
31: R15 Stock-Based Compensation HTML 212K
32: R16 Commitments and Contingencies HTML 69K
33: R17 Debt Financing HTML 44K
34: R18 Related Party Transactions HTML 34K
35: R19 Defined Contribution Plan HTML 31K
36: R20 Business Segment, Geographic and Quarterly HTML 189K
Financial Data
37: R21 Fair Value Measurements HTML 55K
38: R22 Organization and Significant Accounting Policies HTML 141K
(Policies)
39: R23 Organization and Significant Accounting Policies HTML 191K
(Tables)
40: R24 Business Acquisitions (Tables) HTML 77K
41: R25 Construction Contracts in Progress (Tables) HTML 47K
42: R26 Income Taxes (Tables) HTML 168K
43: R27 Stock-Based Compensation (Tables) HTML 204K
44: R28 Commitments and Contingencies (Tables) HTML 58K
45: R29 Business Segment, Geographic and Quarterly HTML 183K
Financial Data (Tables)
46: R30 Fair Value Measurements (Tables) HTML 47K
47: R31 Organization and Significant Accounting Policies HTML 121K
(Detail)
48: R32 Organization and Significant Accounting Policies - HTML 34K
Allowance for Doubtful Accounts (Detail)
49: R33 Organization and Significant Accounting Policies - HTML 50K
Accumulated Other Comprehensive Income (Details)
50: R34 Organization and Significant Accounting Policies - HTML 42K
Goodwill (Details)
51: R35 Organization and Significant Accounting Policies - HTML 51K
Summary of Intangible Asset Activity (Detail)
52: R36 Organization and Significant Accounting Policies - HTML 43K
Estimated Future Amortization Expense (Detail)
53: R37 Organization and Significant Accounting Policies - HTML 56K
Property and Equipment (Detail)
54: R38 Organization and Significant Accounting Policies - HTML 38K
Summary of Earnings (Loss) Per Share (Detail)
55: R39 Business Acquisitions Narrative (Details) HTML 64K
56: R40 Business Acquisitions Purchase Price (Details) HTML 59K
57: R41 Business Acquisitions Acquired Intangible Assets HTML 47K
(Details)
58: R42 Business Acquisitions Sales and Earnings (Details) HTML 48K
59: R43 Business Acquisitions Pro Forma Data (Details) HTML 37K
60: R44 Construction Contracts in Progress (Detail) HTML 31K
61: R45 Construction Contracts in Progress - Summary of HTML 47K
Contracts in Progress (Detail)
62: R46 Income Taxes (Detail) HTML 51K
63: R47 Income Taxes - Components of Income (Loss) HTML 34K
Domestic and Foreign (Detail)
64: R48 Income Taxes - Components of Income Tax Expense HTML 59K
(Benefit) (Detail)
65: R49 Income Taxes - Income Tax Rate Reconciliation HTML 54K
(Detail)
66: R50 Income Taxes - Summary of Deferred Tax Assets and HTML 70K
Liabilities (Detail)
67: R51 Income Taxes - Balance Sheet Classifications of HTML 35K
Deferred Tax Assets and Liabilities (Detail)
68: R52 Income Taxes - Valuation Allowances (Detail) HTML 34K
69: R53 Income Taxes - Summary of Unrecognized Tax HTML 38K
Benefits (Detail)
70: R54 Common Shares (Detail) HTML 38K
71: R55 Treasury Stock (Detail) HTML 31K
72: R56 Nil Coupon Non-Redeemable Convertible Unsecured HTML 43K
Loan Notes (Details)
73: R57 Stock-Based Compensation (Detail) HTML 87K
74: R58 Stock-Based Compensation - Components of HTML 39K
Stock-Based Compensation (Detail)
75: R59 Stock-Based Compensation - Weighted Average Fair HTML 38K
Value Assumptions (Detail)
76: R60 Stock-Based Compensation - Stock Option Activity HTML 58K
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77: R61 Stock-Based Compensation - Stock Option Activity HTML 70K
Additional Information (Detail)
78: R62 Stock-Based Compensation - Summary of Outstanding HTML 109K
Stock Options by Exercise Price Range (Detail)
79: R63 Stock-Based Compensation - Non-vested Stock Option HTML 53K
Activity (Detail)
80: R64 Stock-Based Compensation - Restricted Stock Unit HTML 55K
Activity (Detail)
81: R65 Commitments and Contingencies (Detail) HTML 52K
82: R66 Commitments and Contingencies - Minimum Future HTML 43K
Operating Lease Obligations (Detail)
83: R67 Commitments and Contingencies - Future Minimum HTML 40K
Lease Income (Detail)
84: R68 Commitments and Contingencies - Warranty Liability HTML 35K
(Detail)
85: R69 Debt Financing (Detail) HTML 65K
86: R70 Related Party Transactions (Detail) HTML 36K
87: R71 Defined Contribution Plan (Detail) HTML 29K
88: R72 Business Segment, Geographic and Quarterly HTML 28K
Financial Data (Detail)
89: R73 Business Segment, Geographic and Quarterly HTML 64K
Financial Data - Reporting Segment Net Sales and
Gross Margin (Detail)
90: R74 Business Segment, Geographic and Quarterly HTML 39K
Financial Data - Operations by Geographic Area
(Detail)
91: R75 Business Segment, Geographic and Quarterly HTML 50K
Financial Data - Summary of Quarterly Financial
Data (Detail)
92: R76 Fair Value Measurements (Detail) HTML 52K
94: XML IDEA XML File -- Filing Summary XML 166K
93: EXCEL IDEA Workbook of Financial Reports XLSX 108K
11: EX-101.INS XBRL Instance -- ftek-20151231 XML 3.15M
13: EX-101.CAL XBRL Calculations -- ftek-20151231_cal XML 267K
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95: ZIP XBRL Zipped Folder -- 0000846913-16-000116-xbrl Zip 282K
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 20, 2014 and is by and between FUEL TECH INC., a Delaware corporation (the “Borrower”), the Loan Parties party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association (“Lender”).
WHEREAS, Lender
and the Loan Parties are parties to a Credit Agreement dated as of June 30, 2009 (as amended from time to time, the “Credit Agreement”). The Credit Agreement evidences certain credit facilities pursuant to which the Lender has made certain revolving loans to the Loan Parties on the terms and conditions set forth therein. The Loan Parties’ obligations under the Credit Agreement are further evidenced by that certain Promissory Note executed by Borrower in the original principal amount of $25,000,000.00 dated June 30, 2009 (the “Note”); and
WHEREAS, pursuant to the First Amendment to Credit Agreement dated October 5, 2009, the parties corrected a scrivener's
error which had occurred in Section 6.14 (b) (“Leverage Ratio”) of the Credit Agreement;
WHEREAS, pursuant to the Second Amendment to the Credit Agreement dated November 4, 2009, the Lender waived a default of the covenant set forth in Section 6.14(a) of the Agreement, amended the Minimum Net Income covenant, amended the Leverage Ratio, and amended the definitions of “Permitted Acquisitions” and “Applicable Rate”;
WHEREAS, pursuant to the Third Amendment to the Credit Agreement dated June 30, 2011, the Lender renewed and reduced the revolving credit facility evidenced by the Note and adjusted the Tangible Net Worth Covenant;
WHEREAS,
pursuant to the Fourth Amendment to the Credit Agreement dated June 30, 2014, the Lender extended the maturity date of the revolving credit facility evidenced by the Note to June 30, 2015 and also amended the financial covenants set forth at Sections 6.14(b) (“Leverage Ratio”) and 6.14(c) (“Minimum Tangible Net Worth”) of the Credit Agreement.
WHEREAS, the Borrower has now requested that Lender make a further adjustment to Section 6.14(c) of the Credit Agreement (“Minimum Tangible Net Worth”), which Lender is willing to do on the terms set forth herein.
NOW THEREFORE,
for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:
1.The parties acknowledge the accuracy of the foregoing recitals. All capitalized terms used herein without specific definitions should be accorded the meanings set forth for such terms in the Credit Agreement.
2.From and after the date hereof, Section 6.14(c) of the Credit Agreement shall be amended to hereafter provide as follows:
“(c) Minimum Tangible Net Worth. Borrower’s Tangible Net Worth shall not, at June 30, 2014 and at the end of each fiscal quarter thereafter, be less than
the Minimum Tangible Net Worth. ‘Minimum Tangible Net Worth’, for purposes of this Subsection, shall be $50,000,000.00. ‘Tangible Net Worth’ is defined for purposes of this Subsection as Borrower’s consolidated shareholders’ equity (including retained earnings) less the net book value of all Intangible Assets plus the amount of any LIFO reserve plus the amount of any debt subordinated to Lender, all as determined under GAAP applied on a basis consistent with Borrower’s financial statement for most recent fiscal year. ‘Intangible Assets’ shall mean goodwill, patents, trademarks, customer lists and other items that are categorized as intangible assets in accordance with GAAP.”
3. The
obligation of the Lender to amend the Agreement as herein above set
forth and the effectiveness of this Amendment, is subject to satisfaction of the following conditions precedent:
(a)
Lender, Borrower and Loan Parties shall have executed this Amendment;
(b)
Borrower shall be in good standing in the States of Illinois and Delaware; and
(c)
Borrower
shall pay all costs and fees incurred by Lender in connection with the preparation and performance of this Amendment.
4. This Amendment shall be binding upon and inure to the benefit of the
successors and assigns of the Borrower, Loan Parties and the Lender.
5. Except as expressly amended hereby, the Credit Agreement shall remain
in full force and effect. The Credit Agreement and all rights and powers created thereby are in all respects ratified and confirmed.
6. This Amendment has been duly authorized, executed and delivered
on
behalf of the Borrower and Loan Parties pursuant to all requisite corporate authority, and the Credit Agreement as amended hereby constitutes the legal, valid and binding obligation of the Borrower and Loan Parties, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditor’s rights.
7. Borrower hereby certifies, represents and warrants to Lender that all
certifications, representations and warranties made by Borrower to Lender in or in connection with the Credit Agreement were true in all material respects as of the date of the Credit Agreement and are true in all material respects on and as of the date hereof as if made on and as of the date hereof.
8.
Borrower and the Loan Parties hereby acknowledge and agree that they have no defenses, offsets or counterclaims to the payment of principal, interest, fees or other liabilities owing under the Credit Agreement and they hereby waive and relinquish any such defenses, offsets or counterclaims and Borrower and the Loan Parties hereby release Lender and its respective officers, directors, agents, affiliates, successors and assigns from any claim, demand or cause of action, known or unknown, contingent or liquidated, which may exist or hereafter be known to exist relating to any matter prior to the date hereof.
9. Except as otherwise specified herein, this Amendment embodies the entire agreement and understanding between Lender and Borrower with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter.
10. This
Amendment may be signed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
11. This Amendment is governed and controlled by the laws of the state of Illinois.
[Signature Page to Follow]
2
Fifth Amendment to
Credit
Agreement
IN WITNESS WHEREOF, this Amendment has been duly executed as of the date and year specified at the beginning hereof.
BORROWER:
FUEL TECH, INC., a Delaware corporation
By:
Name: Title:
FUEL TECH S.r.l.,
organized under the laws of the Italian Republic
By:
Name: Title:
LENDER:
JPMORGAN
CHASE BANK, N.A., a national association
By:
Name: Title:
3
Fifth Amendment to
Credit Agreement
Dates Referenced Herein and Documents Incorporated by Reference
