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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-5657551
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(State of Incorporation)
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(I.R.S. ID)
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COMMON STOCK, $0.01 par value per share
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NASDAQ
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Large Accelerated Filer
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¨
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Accelerated Filer
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ý
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Non-accelerated Filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Term
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Definition
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ABC
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American Bailey Corporation
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AIG
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Ammonia Injection Grid
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ASCR™
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A trademark used to describe our Advanced Selective Catalytic Reduction process
|
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CAIR
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Clean Air Interstate Rule
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CAVR
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Clean Air Visibility Rule
|
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CFD
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Computational Fluid Dynamics
|
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Common Shares
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Shares of the Common Stock of Fuel Tech
|
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EPA
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The U.S. Environmental Protection Agency
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FGC
|
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Flue Gas Conditioning
|
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FUEL CHEM
®
|
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A trademark used to describe our fuel and flue gas treatment processes, including its TIFI
®
Targeted In-Furnace Injection™ technology to control slagging, fouling, corrosion and a variety of sulfur trioxide-related issues
|
|
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GSG™
|
|
Graduated Straightening Grid
|
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HERT™ High Energy Reagent Technology™
|
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A trademark used to describe our Selective Non-Catalytic Reduction Process
|
|
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Loan Notes
|
|
Nil-coupon, non-redeemable convertible unsecured loan notes of Fuel Tech
|
|
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NO
x
|
|
Oxides of nitrogen
|
|
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NO
x
OUT
®
|
|
A trademark used to describe our Selective Non-Catalytic Reduction process for the reduction of NO
x
|
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NO
x
OUT-SCR
®
|
|
A trademark used to describe our direct injection of urea as a catalyst reagent
|
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NO
x
OUT CASCADE
®
|
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A trademark used to describe our combination of Selective Non-Catalytic Reduction and Selective Catalytic Reduction
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SCR
|
|
Selective Catalytic Reduction
|
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SIP Call
|
|
State Implementation Plan Regulation
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SNCR
|
|
Selective Non-Catalytic Reduction
|
|
|
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TCI
®
Targeted Corrosion Inhibition™
|
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A trademark used to describe the FUEL CHEM program designed for high-temperature slag and corrosion control, principally in waste-to-energy boilers
|
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TIFI
®
Targeted In-Furnace Injection™
|
|
A trademark used to describe our proprietary technology that enables the precise injection of a chemical reagent into a boiler or furnace as part of a FUEL CHEM program
|
|
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ULTRA™
|
|
A trademark used to describe our process for generating ammonia for use as a Selective Catalytic Reduction reagent
|
•
|
Our APC technologies include advanced combustion modification techniques including low NO
x
burners and over fire air systems, along with post-combustion nitrogen oxide (NO
x
) control approaches, including NO
x
OUT
®
and HERT™ Selective Non-Catalytic Reduction (SNCR) and Rich Reagent Injection (RRI) systems. Our Advanced Selective Catalytic Reduction (ASCR) system utilizes the combination of combustion systems and SNCR to provide a cost effective alternative to high capital cost, standalone conventional SCR systems while providing similar NO
x
reduction levels. The ULTRA™ system generates ammonia on-site for SCR systems using safe urea reagent. Our SCR group provides process design optimization, performance testing and improvement, and catalyst selection services for SCR systems on coal-fired boilers. These technologies have established us as a leader in NO
x
reduction, with installations on over 800 units worldwide, where coal, fuel oil, natural gas, municipal waste, biomass, and other fuels are utilized.
|
•
|
Our FUEL CHEM technologies revolve around the unique application of chemical injection programs which improve the efficiency, reliability, fuel flexibility and environmental status of combustion units by controlling slagging, fouling, corrosion, opacity and acid plume, as well as the formation of sulfur trioxide, ammonium bisulfate, particulate matter (PM
2.5
), sulfur dioxide (SO
2
), and carbon dioxide (CO
2
). We use our patented TIFI
®
Targeted In-Furnace Injection™ processes to apply specialty chemical programs to units burning a wide variety of fuels including coal, heavy oil, biomass, and municipal waste. These TIFI programs incorporate design, modeling, equipment, reagent, and service to provide complete customized on-site programs designed to improve plant operations and provide a return on investment in addition to helping meet emission regulatory requirements.
|
•
|
Low NO
x
Burners and Ultra Low NO
x
Burners (LNB and ULNB) are available for coal-, oil-, and gas-fired industrial and utility units. Each system application is specifically designed to maximize NO
x
reduction. Computational fluid dynamics combustion modeling is used to validate the design prior to fabrication of equipment. NO
x
reductions can range from 40%-60% depending on the fuel type. Over-Fire Air (OFA) systems stage combustion for enhanced NO
x
reduction. Additional NO
x
reductions, beyond Low NO
x
Burners, of 35% - 50% are possible on different boiler configurations on a range of fuel types. Combined overall reductions range from 50% - 70%, with overall capital costs ranging from $10 - $20/kW and total costs ranging from $300 - $1,500/ton of NO
x
removed, depending on the scope.
|
•
|
Our NO
x
OUT
®
and HERT™ SNCR processes use non-hazardous urea as the reagent rather than ammonia. Both the NO
x
OUT
®
and HERT™ processes on their own are capable of reducing NO
x
by up to 25% - 50% for utilities and by potentially significantly greater amounts for industrial units in many types of plants with capital costs ranging from $5 - $20/kW for utility boilers and with total annualized operating costs ranging from $1,000 - $2,000/ton of NO
x
removed.
|
•
|
Our Advanced Selective Catalytic Reduction (ASCR™) systems include LNB, OFA, and SNCR components, along with a downsized SCR catalyst, Ammonia Injection Grid (AIG), and Graduated Straightening Grid (GSG™) system. Together, these systems provide up to 90% NOx reduction at significantly lower capital and operating costs than conventional SCR systems while providing greater operational flexibility to plant operators. The capital costs for ASCR systems can range from $30 - $150/kW depending on boiler size and configuration, which is significantly less than that of conventional SCRs, which can cost $300/kW or more, while operating costs are competitive with those experienced by SCR systems. The NO
x
OUT CASCADE
®
and NO
x
OUT-SCR
®
processes are basic types of ASCR systems which use just SNCR and SCR catalyst components. The NO
x
OUT CASCADE
®
systems can achieve 60% - 70% NO
x
reduction, with capital costs being a portion of the ASCR values defined above. Our NO
x
OUT-SCR
®
process utilizes urea as the SCR catalyst reagent to achieve NO
x
reductions of up to 85% from smaller stationary combustion sources with capital and operating costs competitive with equivalently sized, standard SCR systems.
|
•
|
Our ULTRA™ process is designed to convert urea to ammonia safely and economically for use as a reagent in the SCR process for NO
x
reduction. Recent local objections in the ammonia permitting process have raised concerns regarding the safety of ammonia shipment and storage in quantities sufficient to supply SCR. In addition, the Department of Homeland Security has characterized anhydrous ammonia as a Toxic Inhalation Hazard commodity. Overseas, new coal-fired power plants incorporating SCR systems are expected to be constructed at a rapid rate in China, and our ULTRA™ process is believed to be a market leader for the safe conversion of urea to ammonia just prior to injection into the flue
|
•
|
Our SCR group provides process design optimization, performance testing and improvement, and catalyst selection services for SCR systems on coal-fired boilers. In addition, other related services, including start-ups, maintenance support and general consulting services for SCR systems, Ammonia Injection Grid design and tuning to help optimize catalyst performance, and catalyst management services to help optimize catalyst life, are now offered to customers around the world. We also specialize in both physical experimental models, which involve construction of scale models through which fluids are tested, and computational fluid dynamics models, which simulate fluid flow by generating a virtual replication of real-world geometry and operating inputs. We design flow corrective devices, such as turning vanes, ash screens, static mixers and our patent pending Graduated Straightening Grid (GSG™). Our models help clients optimize performance in flow critical equipment, such as selective catalytic reactors in SCR systems, where the effectiveness and longevity of catalysts are of utmost concern. The Company’s modeling capabilities are also applied to other power plant systems where proper flow distribution and mixing are important for performance, such as flue gas desulphurization scrubbers, electrostatic precipitators, air heaters, exhaust stacks and carbon injection systems for mercury removal.
|
•
|
The Air Pollution Control technology segment includes technologies to reduce NO
x
emissions in flue gas from boilers, incinerators, furnaces and other stationary combustion sources. These include Low and Ultra Low NO
x
Burners (LNB and ULNB), Over-Fire Air (OFA) systems, NO
x
OUT
®
and HERT™ Selective Non-Catalytic Reduction (SNCR) systems, and Advanced Selective Catalytic Reduction (ASCR™) systems. The ASCR system includes ULNB, OFA, and SNCR components, along with a downsized SCR catalyst, Ammonia Injection Grid (AIG), and Graduated Straightening Grid (GSG™) systems to provide high NO
x
reductions at significantly lower capital and operating costs than conventional SCR systems. The NO
x
OUT CASCADE
®
and NO
x
OUT-SCR
®
processes are basic types of ASCR systems, using just SNCR and SCR catalyst components. ULTRA™ technology creates ammonia at a plant site using safe urea for use with any SCR application. Flue Gas Conditioning systems are chemical injection systems offered in markets outside the U.S. and Canada to enhance electrostatic precipitator and fabric filter performance in controlling particulate emissions.
|
•
|
The FUEL CHEM
®
technology segment which uses chemical processes in combination with advanced Computational Fluid Dynamics (CFD) and Chemical Kinetics Modeling (CKM) boiler modeling for the control of slagging, fouling, corrosion, opacity and other sulfur trioxide-related issues in furnaces and boilers through the addition of chemicals into the furnace using TIFI
®
Targeted In-Furnace Injection™ technology.
|
•
|
The Stamford, Connecticut building lease term, for approximately 6,440 square feet, runs from February 1, 2010 to December 31, 2019. The facility houses certain administrative functions including Investor Relations.
|
•
|
The Beijing, China building lease term, for approximately 5,800 square feet, runs from September 1, 2013 to August 31, 2014. This facility serves as the operating headquarters for our Beijing Fuel Tech operation. We have the option to extend the lease term at a market rate to be agreed upon with the lessor.
|
•
|
The Durham, North Carolina building lease term, for approximately 16,000 square feet, runs from November 1, 2005 to April 30, 2014. We have no option to extend this lease.
|
•
|
The Gallarate, Italy building lease term, for approximately 1,300 square feet, runs from May 1, 2013 to April 30, 2019. This facility serves as the operating headquarters for our European operations.
|
2013
|
|
High
|
|
Low
|
||||
Fourth Quarter
|
|
$
|
9.63
|
|
|
$
|
4.19
|
|
Third Quarter
|
|
4.78
|
|
|
3.63
|
|
||
Second Quarter
|
|
4.42
|
|
|
3.55
|
|
||
First Quarter
|
|
5.20
|
|
|
4.00
|
|
2012
|
|
High
|
|
Low
|
||||
Fourth Quarter
|
|
$
|
4.38
|
|
|
$
|
3.49
|
|
Third Quarter
|
|
5.51
|
|
|
4.16
|
|
||
Second Quarter
|
|
5.57
|
|
|
3.49
|
|
||
First Quarter
|
|
6.76
|
|
|
5.25
|
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid Per Share
|
|
Total Cost
|
|
Maximum Dollar
Value of Shares
That May Yet Be
Purchased Under
the Program
|
|||||||
Phase One Program
|
|
|
|
|
|
|
|
|
|||||||
August 25, 2011 through September 30, 2011
|
|
571,554
|
|
|
$
|
5.89
|
|
|
$
|
3,367
|
|
|
$
|
2,633
|
|
October 1, 2011 through December 31, 2011
|
|
130,160
|
|
|
5.71
|
|
|
744
|
|
|
1,889
|
|
|||
January 1, 2012 through March 31, 2012
|
|
334,636
|
|
|
5.64
|
|
|
1,889
|
|
|
—
|
|
|||
Phase Two Program
|
|
|
|
|
|
|
|
|
|||||||
April 1, 2012 through June 30, 2012
|
|
1,124,797
|
|
|
4.70
|
|
|
5,290
|
|
|
710
|
|
|||
July 1, 2012 through September 30, 2012
|
|
145,443
|
|
|
4.88
|
|
|
710
|
|
|
—
|
|
|||
Total
|
|
2,306,590
|
|
|
$
|
5.20
|
|
|
$
|
12,000
|
|
|
$
|
—
|
|
|
|
For the years ended December 31
|
||||||||||||||||||
CONSOLIDATED STATEMENT of OPERATIONS DATA
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
(in thousands of dollars, except for share and per-share data)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
109,338
|
|
|
$
|
97,644
|
|
|
$
|
93,668
|
|
|
$
|
81,795
|
|
|
$
|
71,397
|
|
Cost of sales
|
|
62,521
|
|
|
56,899
|
|
|
49,857
|
|
|
46,821
|
|
|
42,444
|
|
|||||
Selling, general and administrative and other costs and expenses
|
|
36,375
|
|
|
35,545
|
|
|
34,162
|
|
|
31,037
|
|
|
32,034
|
|
|||||
Operating income (loss)
|
|
8,000
|
|
|
5,200
|
|
|
9,649
|
|
|
3,937
|
|
|
(3,081
|
)
|
|||||
Net income (loss)
|
|
5,101
|
|
|
2,776
|
|
|
6,148
|
|
|
1,753
|
|
|
(2,306
|
)
|
|||||
Basic income (loss) per common share
|
|
$
|
0.23
|
|
|
$
|
0.12
|
|
|
$
|
0.26
|
|
|
$
|
0.07
|
|
|
$
|
(0.10
|
)
|
Diluted income (loss) per common share
|
|
$
|
0.23
|
|
|
$
|
0.12
|
|
|
$
|
0.25
|
|
|
$
|
0.07
|
|
|
$
|
(0.10
|
)
|
Weighted-average basic shares outstanding
|
|
22,286,000
|
|
|
22,709,000
|
|
|
24,095,000
|
|
|
24,213,000
|
|
|
24,148,000
|
|
|||||
Weighted-average diluted shares outstanding
|
|
22,579,000
|
|
|
23,535,000
|
|
|
24,633,000
|
|
|
24,405,000
|
|
|
24,148,000
|
|
|
|
December 31
|
||||||||||||||||||
CONSOLIDATED BALANCE SHEET DATA
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
(in thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
|
$
|
48,619
|
|
|
$
|
38,918
|
|
|
$
|
43,626
|
|
|
$
|
36,645
|
|
|
$
|
30,578
|
|
Total assets
|
|
110,058
|
|
|
105,897
|
|
|
112,990
|
|
|
103,203
|
|
|
92,262
|
|
|||||
Long-term obligations
|
|
789
|
|
|
715
|
|
|
1,347
|
|
|
1,482
|
|
|
2,196
|
|
|||||
Total liabilities
|
|
21,435
|
|
|
21,661
|
|
|
23,977
|
|
|
19,293
|
|
|
14,040
|
|
|||||
Stockholders’ equity (1)
|
|
88,623
|
|
|
84,236
|
|
|
89,013
|
|
|
83,910
|
|
|
78,222
|
|
(1)
|
Stockholders’ equity includes the principal amount of nil coupon non-redeemable perpetual loan notes. See Note 6 to the consolidated financial statements.
|
•
|
An increase of costs associated with our international operations of $1,345 due mainly to business expansion including increased personnel at our China and Chile subsidiaries
|
•
|
An increase in domestic salaries, wages, benefits, commissions and bonuses totaling $1,316 as a result of increased headcount as well as improved revenue and profits
|
•
|
An increase in bad debt expense of $407
|
•
|
An increase in stock compensation expense of $492
|
•
|
A decrease in legal expenses, professional fees, and other outside services of $321
|
•
|
A decrease in stock compensation expense of $1,504.
|
•
|
Internal commissions and bonuses decreased $1,432 as a result of decreased profits in both of the product segments. A decrease in the 2011 contingent gain in the amount of $758 related to the earn-out for the ACT acquisition
|
•
|
A decrease in legal expenses of $340.
|
•
|
An increase of costs associated with our international operations of $1,215 due mainly to increased personnel and business expansion of our China subsidiary.
|
•
|
An increase in salaries and wages and other employee related expenses of $752 as a result of an increase of headcount from 168 to 184.
|
Contractual Cash Obligations
|
|
Total
|
|
2014
|
|
2015-2016
|
|
2017-2018
|
|
Thereafter
|
||||||||||
Operating lease obligations
|
|
$
|
2,783
|
|
|
$
|
607
|
|
|
$
|
860
|
|
|
$
|
858
|
|
|
$
|
458
|
|
Beijing Fuel Tech credit facility
|
|
$
|
1,636
|
|
|
$
|
1,636
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
$
|
4,419
|
|
|
$
|
2,243
|
|
|
$
|
860
|
|
|
$
|
858
|
|
|
$
|
458
|
|
•
|
in support of the warranty period defined in the contract; or
|
•
|
in support of the system performance criteria that are defined in the contract.
|
Commercial Commitments
|
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
Thereafter
|
||||||||||
Standby letters of credit and bank guarantees
|
|
$
|
4,124
|
|
|
$
|
2,972
|
|
|
$
|
430
|
|
|
$
|
722
|
|
|
$
|
—
|
|
Performance Surety Bonds
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
$
|
4,124
|
|
|
$
|
2,972
|
|
|
$
|
430
|
|
|
$
|
722
|
|
|
$
|
—
|
|
/s/ McGladrey LLP
|
|
Schaumburg, Illinois
|
March 10, 2014
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
27,738
|
|
|
$
|
24,453
|
|
Marketable securities
|
|
30
|
|
|
44
|
|
||
Accounts receivable, net
|
|
36,974
|
|
|
30,169
|
|
||
Inventories
|
|
443
|
|
|
513
|
|
||
Prepaid expenses and other current assets
|
|
2,196
|
|
|
3,956
|
|
||
Income taxes receivable
|
|
1,407
|
|
|
156
|
|
||
Deferred income taxes
|
|
477
|
|
|
573
|
|
||
Total current assets
|
|
69,265
|
|
|
59,864
|
|
||
Property and equipment, net
|
|
13,027
|
|
|
13,749
|
|
||
Goodwill
|
|
21,051
|
|
|
21,051
|
|
||
Other intangible assets, net
|
|
4,305
|
|
|
4,838
|
|
||
Deferred income taxes
|
|
—
|
|
|
3,688
|
|
||
Other assets
|
|
2,410
|
|
|
2,707
|
|
||
Total assets
|
|
$
|
110,058
|
|
|
$
|
105,897
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Short-term debt
|
|
$
|
1,636
|
|
|
$
|
—
|
|
Accounts payable
|
|
9,920
|
|
|
12,828
|
|
||
Accrued liabilities:
|
|
|
|
|
||||
Employee compensation
|
|
4,460
|
|
|
3,175
|
|
||
Other accrued liabilities
|
|
4,630
|
|
|
4,943
|
|
||
Total current liabilities
|
|
20,646
|
|
|
20,946
|
|
||
Deferred income taxes
|
|
59
|
|
|
—
|
|
||
Other liabilities
|
|
730
|
|
|
715
|
|
||
Total liabilities
|
|
21,435
|
|
|
21,661
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 8)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $.01 par value, 40,000,000 shares authorized, 22,701,613 and 22,111,675 shares issued, and 22,592,956 and 22,102,549 outstanding in 2013 and 2012, respectively
|
|
227
|
|
|
221
|
|
||
Additional paid-in capital
|
|
132,796
|
|
|
133,498
|
|
||
Accumulated deficit
|
|
(44,027
|
)
|
|
(49,128
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
37
|
|
|
(392
|
)
|
||
Nil coupon perpetual loan notes
|
|
76
|
|
|
76
|
|
||
Treasury stock, 108,657 and 9,126 shares in 2013 and 2012, respectively, at cost
|
|
(486
|
)
|
|
(39
|
)
|
||
Total stockholders’ equity
|
|
88,623
|
|
|
84,236
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
110,058
|
|
|
$
|
105,897
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
|
$
|
109,338
|
|
|
$
|
97,644
|
|
|
$
|
93,668
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
62,521
|
|
|
56,899
|
|
|
49,857
|
|
|||
Selling, general and administrative
|
|
36,375
|
|
|
32,682
|
|
|
33,446
|
|
|||
Gain on revaluation of ACT liability
|
|
—
|
|
|
—
|
|
|
(758
|
)
|
|||
Research and development
|
|
2,442
|
|
|
2,863
|
|
|
1,474
|
|
|||
|
|
101,338
|
|
|
92,444
|
|
|
84,019
|
|
|||
Operating income
|
|
8,000
|
|
|
5,200
|
|
|
9,649
|
|
|||
Interest expense
|
|
(56
|
)
|
|
(93
|
)
|
|
(148
|
)
|
|||
Interest income
|
|
58
|
|
|
78
|
|
|
35
|
|
|||
Other expense
|
|
(137
|
)
|
|
(107
|
)
|
|
(279
|
)
|
|||
Income before taxes
|
|
7,865
|
|
|
5,078
|
|
|
9,257
|
|
|||
Income tax expense
|
|
(2,764
|
)
|
|
(2,302
|
)
|
|
(3,109
|
)
|
|||
Net income
|
|
$
|
5,101
|
|
|
$
|
2,776
|
|
|
$
|
6,148
|
|
Net income per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.23
|
|
|
$
|
0.12
|
|
|
$
|
0.26
|
|
Diluted
|
|
$
|
0.23
|
|
|
$
|
0.12
|
|
|
$
|
0.25
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
22,286,000
|
|
|
22,709,000
|
|
|
24,095,000
|
|
|||
Diluted
|
|
22,579,000
|
|
|
23,535,000
|
|
|
24,633,000
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
|
$
|
5,101
|
|
|
$
|
2,776
|
|
|
$
|
6,148
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
438
|
|
|
(765
|
)
|
|
103
|
|
|||
Unrealized (losses)/gains from marketable securities, net of tax
|
|
(9
|
)
|
|
(8
|
)
|
|
35
|
|
|||
Total other comprehensive income (loss)
|
|
429
|
|
|
(773
|
)
|
|
138
|
|
|||
Comprehensive income
|
|
$
|
5,530
|
|
|
$
|
2,003
|
|
|
$
|
6,286
|
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Nil
Coupon
Perpetual Loan Notes
|
|
Treasury Stock
|
|
Total
|
|||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at December 31, 2010
|
|
24,213
|
|
|
$
|
242
|
|
|
$
|
129,424
|
|
|
$
|
(46,075
|
)
|
|
$
|
243
|
|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
83,910
|
|
Net income
|
|
|
|
|
|
|
|
6,148
|
|
|
|
|
|
|
|
|
6,148
|
|
|||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
103
|
|
|
|
|
|
|
103
|
|
|||||||||||||
Unrealized gain on marketable securities, net of tax
|
|
|
|
|
|
|
|
|
|
35
|
|
|
|
|
|
|
35
|
|
|||||||||||||
Exercise of stock options
|
|
81
|
|
|
1
|
|
|
375
|
|
|
|
|
|
|
|
|
|
|
376
|
|
|||||||||||
Tax benefit from stock compensation expense
|
|
|
|
|
|
77
|
|
|
|
|
|
|
|
|
|
|
77
|
|
|||||||||||||
Stock compensation expense
|
|
|
|
|
|
2,810
|
|
|
|
|
|
|
|
|
|
|
2,810
|
|
|||||||||||||
Issuance of deferred shares of stock
|
|
51
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Tax effect of expired vested options
|
|
|
|
|
|
(335
|
)
|
|
|
|
|
|
|
|
|
|
(335
|
)
|
|||||||||||||
Repurchases and retirement of common shares
|
|
(701
|
)
|
|
(7
|
)
|
|
|
|
(4,104
|
)
|
|
|
|
|
|
|
|
(4,111
|
)
|
|||||||||||
Balance at December 31, 2011
|
|
23,644
|
|
|
$
|
237
|
|
|
$
|
132,350
|
|
|
$
|
(44,031
|
)
|
|
$
|
381
|
|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
89,013
|
|
Net income
|
|
|
|
|
|
|
|
2,776
|
|
|
|
|
|
|
|
|
2,776
|
|
|||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
(765
|
)
|
|
|
|
|
|
(765
|
)
|
|||||||||||||
Unrealized loss on marketable securities, net of tax
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
(8
|
)
|
|||||||||||||
Stock compensation expense
|
|
|
|
|
|
1,248
|
|
|
|
|
|
|
|
|
|
|
1,248
|
|
|||||||||||||
Issuance of deferred shares of stock
|
|
|
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
58
|
|
|||||||||||||
Tax effect of expired vested options
|
|
|
|
|
|
(57
|
)
|
|
|
|
|
|
|
|
|
|
(57
|
)
|
|||||||||||||
Repurchases and retirement of common shares
|
|
(1,605
|
)
|
|
(16
|
)
|
|
|
|
(7,873
|
)
|
|
|
|
|
|
|
|
(7,889
|
)
|
|||||||||||
Common shares issued upon vesting of restricted stock units
|
|
72
|
|
|
|
|
(101
|
)
|
|
|
|
|
|
|
|
|
|
(101
|
)
|
||||||||||||
Treasury shares withheld
|
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(39
|
)
|
|
(39
|
)
|
||||||||||||
Balance at December 31, 2012
|
|
22,102
|
|
|
$
|
221
|
|
|
$
|
133,498
|
|
|
$
|
(49,128
|
)
|
|
$
|
(392
|
)
|
|
$
|
76
|
|
|
$
|
(39
|
)
|
|
$
|
84,236
|
|
Net income
|
|
|
|
|
|
|
|
5,101
|
|
|
|
|
|
|
|
|
5,101
|
|
|||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
438
|
|
|
|
|
|
|
438
|
|
|||||||||||||
Unrealized loss on marketable securities, net of tax
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
|
|
|
(9
|
)
|
|||||||||||||
Stock compensation expense
|
|
|
|
|
|
1,798
|
|
|
|
|
|
|
|
|
|
|
1,798
|
|
|||||||||||||
Exercise of stock options
|
|
195
|
|
|
2
|
|
|
809
|
|
|
|
|
|
|
|
|
|
|
811
|
|
|||||||||||
Tax benefit from stock compensation expense
|
|
|
|
|
|
67
|
|
|
|
|
|
|
|
|
|
|
67
|
|
|||||||||||||
Tax effect of expired vested options
|
|
|
|
|
|
(121
|
)
|
|
|
|
|
|
`
|
|
|
|
(121
|
)
|
|||||||||||||
Common shares issued upon vesting of restricted stock units
|
|
395
|
|
|
4
|
|
|
(3,255
|
)
|
|
|
|
|
|
|
|
|
|
(3,251
|
)
|
|||||||||||
Treasury shares withheld
|
|
(99
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(447
|
)
|
|
(447
|
)
|
||||||||||||
Balance at December 31, 2013
|
|
22,593
|
|
|
$
|
227
|
|
|
$
|
132,796
|
|
|
$
|
(44,027
|
)
|
|
$
|
37
|
|
|
$
|
76
|
|
|
$
|
(486
|
)
|
|
$
|
88,623
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
5,101
|
|
|
$
|
2,776
|
|
|
$
|
6,148
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
2,175
|
|
|
2,191
|
|
|
2,808
|
|
|||
Amortization
|
|
839
|
|
|
898
|
|
|
912
|
|
|||
(Gain) loss on equipment disposals/impaired assets
|
|
—
|
|
|
(72
|
)
|
|
56
|
|
|||
Gain on revaluation of ACT liability
|
|
—
|
|
|
—
|
|
|
(758
|
)
|
|||
Unrealized holding loss (gain) on marketable securities
|
|
—
|
|
|
13
|
|
|
(21
|
)
|
|||
Allowance for doubtful accounts
|
|
707
|
|
|
26
|
|
|
348
|
|
|||
Deferred income taxes
|
|
1,252
|
|
|
(458
|
)
|
|
793
|
|
|||
Stock compensation expense
|
|
1,798
|
|
|
1,306
|
|
|
2,810
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(6,970
|
)
|
|
4,249
|
|
|
(13,279
|
)
|
|||
Inventories
|
|
77
|
|
|
(202
|
)
|
|
504
|
|
|||
Prepaid expenses, other current assets and other noncurrent assets
|
|
2,118
|
|
|
(1,808
|
)
|
|
(723
|
)
|
|||
Accounts payable
|
|
(2,968
|
)
|
|
2,327
|
|
|
2,914
|
|
|||
Accrued liabilities and other noncurrent liabilities
|
|
(1,287
|
)
|
|
(2,579
|
)
|
|
2,346
|
|
|||
Net cash provided by operating activities
|
|
2,842
|
|
|
8,667
|
|
|
4,858
|
|
|||
|
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Purchases of property, equipment and patents
|
|
(1,754
|
)
|
|
(2,534
|
)
|
|
(2,408
|
)
|
|||
Proceeds from the sale of equipment
|
|
—
|
|
|
—
|
|
|
2
|
|
|||
Net cash used in investing activities
|
|
(1,754
|
)
|
|
(2,534
|
)
|
|
(2,406
|
)
|
|||
|
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net proceeds (payments) of short-term debt
|
|
1,614
|
|
|
(1,187
|
)
|
|
(1,162
|
)
|
|||
Proceeds from exercises of stock options
|
|
811
|
|
|
—
|
|
|
376
|
|
|||
Excess tax benefit from exercises of stock options
|
|
67
|
|
|
—
|
|
|
77
|
|
|||
Repurchases of common stock
|
|
—
|
|
|
(7,889
|
)
|
|
(4,111
|
)
|
|||
Treasury shares withheld
|
|
(447
|
)
|
|
(39
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
2,045
|
|
|
(9,115
|
)
|
|
(4,820
|
)
|
|||
Effect of exchange rate fluctuations on cash
|
|
152
|
|
|
(794
|
)
|
|
73
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
3,285
|
|
|
(3,776
|
)
|
|
(2,295
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
24,453
|
|
|
28,229
|
|
|
30,524
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
27,738
|
|
|
$
|
24,453
|
|
|
$
|
28,229
|
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
||||||
Non-cash activities:
|
|
|
|
|
|
|
||||||
Decrease in contingent consideration payable
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(758
|
)
|
Cash paid for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
56
|
|
|
$
|
93
|
|
|
$
|
148
|
|
Income taxes paid
|
|
$
|
2,901
|
|
|
$
|
2,043
|
|
|
$
|
5,187
|
|
Year
|
|
Balance at
January 1
|
|
Provision charged
to expense
|
|
Write-offs /
Recoveries
|
|
Balance at
December 31
|
||||||||
2011
|
|
$
|
82
|
|
|
$
|
510
|
|
|
$
|
(162
|
)
|
|
$
|
430
|
|
2012
|
|
$
|
430
|
|
|
$
|
246
|
|
|
$
|
(216
|
)
|
|
$
|
460
|
|
2013
|
|
$
|
460
|
|
|
$
|
1,175
|
|
|
$
|
(446
|
)
|
|
$
|
1,189
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Foreign currency translation
|
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
(420
|
)
|
|
$
|
345
|
|
Other comprehensive income (loss):
|
|
|
|
|
||||
Foreign currency translation adjustments (1)
|
|
438
|
|
|
(765
|
)
|
||
Balance at end of period
|
|
$
|
18
|
|
|
$
|
(420
|
)
|
Available-for-sale marketable securities
|
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
28
|
|
|
$
|
36
|
|
Other comprehensive income (loss):
|
|
|
|
|
||||
Net unrealized holding gain (loss) (2)
|
|
(14
|
)
|
|
(8
|
)
|
||
Deferred income taxes (2)
|
|
5
|
|
|
—
|
|
||
Total other comprehensive income (loss)
|
|
(9
|
)
|
|
(8
|
)
|
||
Balance at end of period
|
|
$
|
19
|
|
|
$
|
28
|
|
Total accumulated other comprehensive income (loss)
|
|
$
|
37
|
|
|
$
|
(392
|
)
|
(1)
|
In all periods presented, there were no tax impacts related to rate changes and no amounts were reclassified to earnings.
|
(2)
|
In all periods presented, there were no realized holding gains or losses and therefore no amounts were reclassified to earnings.
|
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
Description of Other Intangible
|
|
Amortization
Period
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Customer lists
|
|
3-15 years
|
|
$
|
4,567
|
|
|
$
|
(2,541
|
)
|
|
$
|
2,026
|
|
|
$
|
4,567
|
|
|
$
|
(2,186
|
)
|
|
$
|
2,381
|
|
Tradenames
|
|
8 years
|
|
351
|
|
|
(219
|
)
|
|
132
|
|
|
351
|
|
|
(175
|
)
|
|
176
|
|
||||||
Patent assets
|
|
12-18 years
|
|
2,388
|
|
|
(822
|
)
|
|
1,566
|
|
|
2,083
|
|
|
(667
|
)
|
|
1,416
|
|
||||||
Covenants not to compete
|
|
5-6 years
|
|
376
|
|
|
(376
|
)
|
|
—
|
|
|
376
|
|
|
(313
|
)
|
|
63
|
|
||||||
Acquired technologies
|
|
7-8 years
|
|
1,731
|
|
|
(1,150
|
)
|
|
581
|
|
|
1,731
|
|
|
(929
|
)
|
|
802
|
|
||||||
Total
|
|
|
|
$
|
9,413
|
|
|
$
|
(5,108
|
)
|
|
$
|
4,305
|
|
|
$
|
9,108
|
|
|
$
|
(4,270
|
)
|
|
$
|
4,838
|
|
Year
|
Estimated
Amortization
Expense
|
||
2014
|
$
|
777
|
|
2015
|
745
|
|
|
2016
|
725
|
|
|
2017
|
414
|
|
|
2018
|
394
|
|
|
Thereafter
|
1,250
|
|
|
Total
|
$
|
4,305
|
|
Description of Property and Equipment
|
|
Depreciable
Life
|
|
2013
|
|
2012
|
||||
Land
|
|
|
|
$
|
1,440
|
|
|
$
|
1,440
|
|
Building
|
|
39 years
|
|
4,535
|
|
|
4,535
|
|
||
Building and leasehold improvements
|
|
3-39 years
|
|
4,898
|
|
|
4,480
|
|
||
Field equipment
|
|
3-4 years
|
|
18,006
|
|
|
17,746
|
|
||
Computer equipment and software
|
|
2-3 years
|
|
2,677
|
|
|
3,151
|
|
||
Furniture and fixtures
|
|
3-10 years
|
|
1,512
|
|
|
1,782
|
|
||
Vehicles
|
|
5 years
|
|
36
|
|
|
36
|
|
||
Total cost
|
|
|
|
33,104
|
|
|
33,170
|
|
||
Less accumulated depreciation
|
|
|
|
(20,077
|
)
|
|
(19,421
|
)
|
||
Total net book value
|
|
|
|
$
|
13,027
|
|
|
$
|
13,749
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Basic weighted-average shares
|
|
22,286,000
|
|
|
22,709,000
|
|
|
24,095,000
|
|
Conversion of unsecured loan notes
|
|
7,000
|
|
|
7,000
|
|
|
7,000
|
|
Unexercised options and unvested restricted stock units
|
|
286,000
|
|
|
819,000
|
|
|
531,000
|
|
Diluted weighted-average shares
|
|
22,579,000
|
|
|
23,535,000
|
|
|
24,633,000
|
|
|
|
2013
|
|
2012
|
||||
Costs incurred on uncompleted contracts
|
|
$
|
34,626
|
|
|
$
|
24,667
|
|
Estimated earnings
|
|
24,096
|
|
|
13,047
|
|
||
Earned revenue
|
|
58,722
|
|
|
37,714
|
|
||
Less billings to date
|
|
(48,029
|
)
|
|
(26,744
|
)
|
||
Total
|
|
$
|
10,693
|
|
|
$
|
10,970
|
|
Classified as follows:
|
|
|
|
|
||||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
$
|
11,899
|
|
|
$
|
12,673
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
|
(1,206
|
)
|
|
(1,703
|
)
|
||
Total
|
|
$
|
10,693
|
|
|
$
|
10,970
|
|
Origin of income before taxes
|
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
|
$
|
6,025
|
|
|
$
|
5,655
|
|
|
$
|
8,244
|
|
Foreign
|
|
1,840
|
|
|
(577
|
)
|
|
1,013
|
|
|||
Income before taxes
|
|
$
|
7,865
|
|
|
$
|
5,078
|
|
|
$
|
9,257
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
1,114
|
|
|
$
|
1,529
|
|
|
$
|
1,456
|
|
State
|
|
334
|
|
|
425
|
|
|
402
|
|
|||
Foreign
|
|
836
|
|
|
471
|
|
|
482
|
|
|||
Total current
|
|
2,284
|
|
|
2,425
|
|
|
2,340
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
642
|
|
|
9
|
|
|
674
|
|
|||
State
|
|
(78
|
)
|
|
1
|
|
|
95
|
|
|||
Foreign
|
|
(84
|
)
|
|
(133
|
)
|
|
—
|
|
|||
Total deferred
|
|
480
|
|
|
(123
|
)
|
|
769
|
|
|||
Income tax expense
|
|
$
|
2,764
|
|
|
$
|
2,302
|
|
|
$
|
3,109
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Provision at the U.S. federal statutory rate
|
|
34.0
|
%
|
|
34.0
|
%
|
|
34.0
|
%
|
State taxes, net of federal benefit
|
|
1.9
|
%
|
|
4.2
|
%
|
|
3.2
|
%
|
Foreign tax rate differential
|
|
(2.5
|
)%
|
|
—
|
%
|
|
(1.2
|
)%
|
Valuation allowance
|
|
2.9
|
%
|
|
10.5
|
%
|
|
2.7
|
%
|
Research credits
|
|
(4.2
|
)%
|
|
(10.0
|
)%
|
|
(6.5
|
)%
|
Stock-based compensation
|
|
(0.4
|
)%
|
|
0.3
|
%
|
|
—
|
%
|
Other
|
|
3.4
|
%
|
|
6.3
|
%
|
|
1.4
|
%
|
Income tax expense effective rate
|
|
35.1
|
%
|
|
45.3
|
%
|
|
33.6
|
%
|
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Stock compensation expense
|
|
$
|
4,922
|
|
|
$
|
7,936
|
|
Alternative minimum tax credit
|
|
—
|
|
|
71
|
|
||
Warranty reserve
|
|
232
|
|
|
291
|
|
||
Bad debts reserve
|
|
131
|
|
|
65
|
|
||
Vacation accrual
|
|
188
|
|
|
157
|
|
||
Commissions and other accruals
|
|
223
|
|
|
205
|
|
||
Deferred rent liability
|
|
36
|
|
|
53
|
|
||
Equipment
|
|
92
|
|
|
69
|
|
||
Intangible assets
|
|
921
|
|
|
778
|
|
||
Net operating loss carryforwards
|
|
1,833
|
|
|
1,868
|
|
||
Total deferred tax assets
|
|
8,578
|
|
|
11,493
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Equipment
|
|
(1,610
|
)
|
|
(1,466
|
)
|
||
Prepaid expenses
|
|
(285
|
)
|
|
(200
|
)
|
||
Patents
|
|
(628
|
)
|
|
(489
|
)
|
||
Goodwill
|
|
(3,792
|
)
|
|
(3,193
|
)
|
||
Other
|
|
(12
|
)
|
|
(16
|
)
|
||
Total deferred tax liabilities
|
|
(6,327
|
)
|
|
(5,364
|
)
|
||
Net deferred tax asset before valuation allowance
|
|
2,251
|
|
|
6,129
|
|
||
Valuation allowances for deferred tax assets
|
|
(1,833
|
)
|
|
(1,868
|
)
|
||
Net deferred tax asset
|
|
$
|
418
|
|
|
$
|
4,261
|
|
Current assets
|
|
$
|
477
|
|
|
$
|
573
|
|
Long-term (liability) assets
|
|
(59
|
)
|
|
3,688
|
|
||
Net deferred tax asset
|
|
$
|
418
|
|
|
$
|
4,261
|
|
Year
|
|
Balance at
January 1
|
|
Charged to costs
and expenses
|
|
(Deductions)/Other
|
|
Balance at
December 31
|
||||||
2011
|
|
$
|
1,102
|
|
|
—
|
|
|
225
|
|
|
$
|
1,327
|
|
2012
|
|
$
|
1,327
|
|
|
—
|
|
|
541
|
|
|
$
|
1,868
|
|
2013
|
|
$
|
1,868
|
|
|
—
|
|
|
(35
|
)
|
|
$
|
1,833
|
|
Description
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of period
|
|
$
|
39
|
|
|
$
|
505
|
|
|
$
|
664
|
|
Increases in positions taken in a prior period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Decreases in positions taken in a prior period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Increases in positions taken in a current period
|
|
65
|
|
|
39
|
|
|
117
|
|
|||
Decreases in positions taken in a current period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Decreases due to settlements
|
|
(39
|
)
|
|
(202
|
)
|
|
—
|
|
|||
Decreases due to lapse of statute of limitations
|
|
—
|
|
|
(303
|
)
|
|
(276
|
)
|
|||
Balance at end of period
|
|
$
|
65
|
|
|
$
|
39
|
|
|
$
|
505
|
|
|
|
For the Year Ended December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Stock options
|
|
(245
|
)
|
|
(66
|
)
|
|
2,077
|
|
Restricted stock units
|
|
2,043
|
|
|
1,314
|
|
|
672
|
|
Deferred directors fees
|
|
—
|
|
|
58
|
|
|
61
|
|
Total stock-based compensation expense
|
|
1,798
|
|
|
1,306
|
|
|
2,810
|
|
Tax benefit of stock-based compensation expense
|
|
(671
|
)
|
|
(472
|
)
|
|
(959
|
)
|
After-tax effect of stock based compensation
|
|
1,127
|
|
|
834
|
|
|
1,851
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk-free interest rate
|
|
1.01
|
%
|
|
0.67
|
%
|
|
1.80
|
%
|
Expected volatility
|
|
55.2
|
%
|
|
58.6
|
%
|
|
57.2
|
%
|
Expected life of option
|
|
4.7 years
|
|
|
4.8 years
|
|
|
5.0 years
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
|
Number
of
Options
|
|
Weighted-
Average
Exercise Price
|
|
Number
of
Options
|
|
Weighted-
Average
Exercise Price
|
|
Number
of
Options
|
|
Weighted-
Average
Exercise Price
|
|||||||||
Outstanding at beginning of year
|
|
1,914,000
|
|
|
$
|
11.38
|
|
|
1,902,000
|
|
|
$
|
11.51
|
|
|
2,856,125
|
|
|
$
|
14.68
|
|
Granted
|
|
80,000
|
|
|
3.85
|
|
|
70,000
|
|
|
3.55
|
|
|
60,000
|
|
|
8.16
|
|
|||
Exchanged for RSUs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(814,500
|
)
|
|
22.06
|
|
|||
Exercised
|
|
(195,000
|
)
|
|
4.16
|
|
|
—
|
|
|
—
|
|
|
(81,500
|
)
|
|
4.61
|
|
|||
Expired or forfeited
|
|
(110,500
|
)
|
|
10.93
|
|
|
(58,000
|
)
|
|
6.33
|
|
|
(118,125
|
)
|
|
18.48
|
|
|||
Outstanding at end of year
|
|
1,688,500
|
|
|
$
|
11.88
|
|
|
1,914,000
|
|
|
$
|
11.38
|
|
|
1,902,000
|
|
|
$
|
11.51
|
|
Exercisable at end of year
|
|
1,678,500
|
|
|
$
|
11.92
|
|
|
1,833,500
|
|
|
$
|
11.48
|
|
|
1,718,062
|
|
|
$
|
11.72
|
|
Weighted-average fair value of options granted during the year
|
|
|
|
$
|
1.79
|
|
|
|
|
$
|
1.72
|
|
|
|
|
$
|
4.08
|
|
|
|
Number
of
Options
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding on January 1, 2013
|
|
1,914,000
|
|
|
$
|
11.38
|
|
|
|
|
|
||
Granted
|
|
80,000
|
|
|
3.85
|
|
|
|
|
|
|||
Exercised
|
|
(195,000
|
)
|
|
4.16
|
|
|
|
|
|
|||
Expired or forfeited
|
|
(110,500
|
)
|
|
10.93
|
|
|
|
|
|
|||
Outstanding on December 31, 2013
|
|
1,688,500
|
|
|
$
|
11.88
|
|
|
3.8 years
|
|
$
|
1,038
|
|
Exercisable on December 31, 2013
|
|
1,678,500
|
|
|
$
|
11.92
|
|
|
3.8 years
|
|
$
|
1,027
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Range of
Exercise Prices
|
|
Number of
Options
|
|
Weighted-
Average
Remaining
Contractual Life
|
|
Weighted-
Average
Exercise Price
|
|
Number of
Options
|
|
Weighted-
Average
Exercise Price
|
||||||
$ 3.55 - $ 5.51
|
|
328,500
|
|
|
5.3 years
|
|
$
|
4.44
|
|
|
328,500
|
|
|
$
|
4.44
|
|
$ 5.52 - $11.03
|
|
775,875
|
|
|
4.0 years
|
|
8.88
|
|
|
765,875
|
|
|
8.92
|
|
||
$11.04 - $22.06
|
|
267,250
|
|
|
2.2 years
|
|
14.57
|
|
|
267,250
|
|
|
14.57
|
|
||
$22.07 - $27.57
|
|
316,875
|
|
|
3.0 years
|
|
24.69
|
|
|
316,875
|
|
|
24.69
|
|
||
$ 3.55 - $27.57
|
|
1,688,500
|
|
|
3.8 years
|
|
$
|
11.88
|
|
|
1,678,500
|
|
|
$
|
11.92
|
|
|
|
Non-Vested Stock
Options
Outstanding
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Outstanding on January 1, 2013
|
|
80,500
|
|
|
$
|
5.35
|
|
Granted
|
|
80,000
|
|
|
1.79
|
|
|
Vested
|
|
(148,000
|
)
|
|
3.53
|
|
|
Forfeited
|
|
(2,500
|
)
|
|
5.98
|
|
|
Outstanding on December 31, 2013
|
|
10,000
|
|
|
3.58
|
|
•
|
The first type of award is based on individual performance during the respective calendar year as determined by the Committee based on performance criteria specified in the Agreement. These awards will vest over a
three
-year period beginning on the Determination Date. We estimated the fair value of these performance-based RSU awards on the date of the Agreement using the trading price of the Company’s stock and our estimate of the probability that the specified performance criteria will be met. The fair value measurement and probability estimate will be re-measured each reporting date until the Determination Date, at which time the final award amount will be known. For these job performance-based awards, we amortize compensation costs over the requisite service period, adjusted for estimated forfeitures, for each separately vesting tranche of the award.
|
•
|
The second type of RSU award contains a targeted number of RSUs to be granted based on our revenue growth relative to a specified peer group during a period of
two
calendar years. These awards vest
67%
on the second anniversary of the Agreement date and
33%
on the third anniversary of the Agreement date. We estimated the fair value of these performance-based RSU awards on the Agreement date using the trading price of the Company’s stock and our estimate of the probability that the specified performance criteria will be met. For these revenue growth performance-based awards, we amortize compensation costs over the requisite service period, adjusted for estimated forfeitures, for each separately vesting tranche of the award.
|
•
|
The third type of RSU award contains a targeted number of RSUs to be granted based on the total shareholder return (TSR) of our Common Shares relative to a specified peer group during a period of
two
calendar years. These awards vest
67%
on the second anniversary of the Agreement date and
33%
on the third anniversary of the Agreement date. We estimated the fair value of these market-based RSU awards on the Agreement date using a Monte Carlo valuation
|
|
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Unvested restricted stock units at January 1, 2011
|
|
149,000
|
|
|
$
|
8.63
|
|
Granted
|
|
80,000
|
|
|
9.14
|
|
|
Converted from stock options
|
|
267,372
|
|
|
6.53
|
|
|
Forfeited
|
|
(9,207
|
)
|
|
6.76
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Unvested restricted units at December 31, 2011
|
|
487,165
|
|
|
7.59
|
|
|
Granted
|
|
349,000
|
|
|
4.82
|
|
|
Forfeited
|
|
(11,891
|
)
|
|
7.15
|
|
|
Vested
|
|
(72,250
|
)
|
|
8.63
|
|
|
Unvested restricted stock units at December 31, 2012
|
|
752,024
|
|
|
6.21
|
|
|
Granted
|
|
485,000
|
|
|
4.62
|
|
|
Forfeited
|
|
(70,070
|
)
|
|
5.58
|
|
|
Vested
|
|
(394,938
|
)
|
|
2.94
|
|
|
Unvested restricted stock units at December 31, 2013
|
|
772,016
|
|
|
5.35
|
|
Year of Payment
|
Amount
|
||
2014
|
$
|
607
|
|
2015
|
434
|
|
|
2016
|
426
|
|
|
2017
|
428
|
|
|
2018
|
430
|
|
|
Thereafter
|
458
|
|
|
Total
|
$
|
2,783
|
|
Year of Payment
|
Amount
|
||
2014
|
$
|
145
|
|
2015
|
155
|
|
|
2016
|
155
|
|
|
2017
|
155
|
|
|
2018
|
155
|
|
|
Thereafter
|
155
|
|
|
Total
|
$
|
920
|
|
•
|
The Stamford, Connecticut building lease term, for approximately
6,440
square feet, runs from February 1, 2010 to December 31, 2019. The facility houses certain administrative functions such as Investor Relations and certain APC sales functions.
|
•
|
The Beijing, China building lease term, for approximately
5,800
square feet, runs from September 1, 2013 to August 31, 2014. This facility serves as the operating headquarters for our Beijing Fuel Tech operation. We have the option to extend the lease term at a market rate to be agreed upon between Fuel Tech and the lessor.
|
•
|
The Durham, North Carolina building lease term, for approximately
16,000
square feet, runs from November 1, 2005 to April 30, 2014. We have no option to extend the lease.
|
•
|
The Gallarate, Italy building lease term, for approximately
1,300
square feet, runs from May 1, 2013 to April 30, 2019. This facility serves as the operating headquarters for our Italy operations.
|
•
|
in support of the warranty period defined in the contract; or
|
•
|
in support of the system performance criteria that are defined in the contract.
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Aggregate product warranty liability at beginning of year
|
|
$
|
776
|
|
|
$
|
313
|
|
|
$
|
215
|
|
Net aggregate (income) expense related to product warranties
|
|
(68
|
)
|
|
1,208
|
|
|
650
|
|
|||
Aggregate reductions for payments
|
|
(112
|
)
|
|
(745
|
)
|
|
(552
|
)
|
|||
Aggregate product warranty liability at end of year
|
|
$
|
596
|
|
|
$
|
776
|
|
|
$
|
313
|
|
•
|
The Air Pollution Control technology segment includes technologies to reduce NO
x
emissions in flue gas from boilers, incinerators, furnaces and other stationary combustion sources. These include Low and Ultra Low NO
x
Burners (LNB and ULNB), Over-Fire Air (OFA) systems, NO
x
OUT
®
and HERT™ Selective Non-Catalytic Reduction (SNCR) systems, and Advanced Selective Catalytic Reduction (ASCR
™
) systems. Our ASCR systems include ULNB, OFA, and SNCR components, along with a downsized SCR catalyst, Ammonia Injection Grid (AIG), and Graduated Straightening Grid GSG™ systems to provide high NO
x
reductions at significantly lower capital and operating costs than conventional SCR systems. The NO
x
OUT CASCADE
®
and NO
x
OUT-SCR
®
processes are more basic, using just SNCR and SCR catalyst components. ULTRA™ technology creates ammonia at a plant site using safe urea for use with any SCR application. Flue Gas Conditioning systems are chemical injection systems offered in markets outside the U.S. and Canada to enhance electrostatic precipitator and fabric filter performance in controlling particulate emissions.
|
•
|
The FUEL CHEM
®
technology segment, which uses chemical processes in combination with advanced CFD and CKM boiler modeling, for the control of slagging, fouling, corrosion, opacity and other sulfur trioxide-related issues in furnaces and boilers through the addition of chemicals into the furnace using TIFI
®
Targeted In-Furnace Injection™ technology.
|
For the year ended December 31, 2013
|
|
Air Pollution
Control Segment
|
|
FUEL CHEM
Segment
|
|
Other
|
|
Total
|
||||||||
Revenues from external customers
|
|
$
|
72,552
|
|
|
$
|
36,786
|
|
|
$
|
—
|
|
|
$
|
109,338
|
|
Cost of sales
|
|
(45,138
|
)
|
|
(17,383
|
)
|
|
—
|
|
|
(62,521
|
)
|
||||
Gross margin
|
|
27,414
|
|
|
19,403
|
|
|
—
|
|
|
46,817
|
|
||||
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
(36,375
|
)
|
|
(36,375
|
)
|
||||
Research and development
|
|
—
|
|
|
—
|
|
|
(2,442
|
)
|
|
(2,442
|
)
|
||||
Operating income
|
|
$
|
27,414
|
|
|
$
|
19,403
|
|
|
$
|
(38,817
|
)
|
|
$
|
8,000
|
|
For the year ended December 31, 2012
|
|
Air Pollution
Control Segment
|
|
FUEL CHEM
Segment
|
|
Other
|
|
Total
|
||||||||
Revenues from external customers
|
|
$
|
62,441
|
|
|
$
|
35,203
|
|
|
$
|
—
|
|
|
$
|
97,644
|
|
Cost of sales
|
|
(40,146
|
)
|
|
(16,753
|
)
|
|
—
|
|
|
(56,899
|
)
|
||||
Gross margin
|
|
22,295
|
|
|
18,450
|
|
|
—
|
|
|
40,745
|
|
||||
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
(32,682
|
)
|
|
(32,682
|
)
|
||||
Research and development
|
|
—
|
|
|
—
|
|
|
(2,863
|
)
|
|
(2,863
|
)
|
||||
Operating income
|
|
$
|
22,295
|
|
|
$
|
18,450
|
|
|
$
|
(35,545
|
)
|
|
$
|
5,200
|
|
For the year ended December 31, 2011
|
|
Air Pollution
Control Segment
|
|
FUEL CHEM
Segment
|
|
Other
|
|
Total
|
||||||||
Revenues from external customers
|
|
$
|
50,930
|
|
|
$
|
42,738
|
|
|
$
|
—
|
|
|
$
|
93,668
|
|
Cost of sales
|
|
(28,467
|
)
|
|
(21,390
|
)
|
|
—
|
|
|
(49,857
|
)
|
||||
Gross margin
|
|
22,463
|
|
|
21,348
|
|
|
—
|
|
|
43,811
|
|
||||
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
(33,446
|
)
|
|
(33,446
|
)
|
||||
Gain from revaluation of ACT liability
|
|
—
|
|
|
—
|
|
|
758
|
|
|
758
|
|
||||
Research and development
|
|
—
|
|
|
—
|
|
|
(1,474
|
)
|
|
(1,474
|
)
|
||||
Operating income
|
|
$
|
22,463
|
|
|
$
|
21,348
|
|
|
$
|
(34,162
|
)
|
|
$
|
9,649
|
|
For the years ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
63,275
|
|
|
$
|
70,425
|
|
|
$
|
76,077
|
|
Foreign
|
|
46,063
|
|
|
27,219
|
|
|
17,591
|
|
|||
|
|
$
|
109,338
|
|
|
$
|
97,644
|
|
|
$
|
93,668
|
|
As of December 31,
|
|
2013
|
|
2012
|
||||
Assets:
|
|
|
|
|
||||
United States
|
|
$
|
83,464
|
|
|
$
|
86,466
|
|
Foreign
|
|
26,594
|
|
|
19,431
|
|
||
|
|
$
|
110,058
|
|
|
$
|
105,897
|
|
For the quarters ended
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2013
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
22,484
|
|
|
$
|
29,092
|
|
|
$
|
33,555
|
|
|
$
|
24,207
|
|
Cost of sales
|
|
13,052
|
|
|
17,227
|
|
|
18,455
|
|
|
13,787
|
|
||||
Net (loss) income
|
|
(21
|
)
|
|
1,236
|
|
|
3,480
|
|
|
406
|
|
||||
Net income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
—
|
|
|
$
|
0.06
|
|
|
$
|
0.16
|
|
|
$
|
0.02
|
|
Diluted
|
|
$
|
—
|
|
|
$
|
0.05
|
|
|
$
|
0.15
|
|
|
$
|
0.02
|
|
2012
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
25,212
|
|
|
$
|
20,911
|
|
|
$
|
24,907
|
|
|
$
|
26,614
|
|
Cost of sales
|
|
13,220
|
|
|
11,880
|
|
|
14,671
|
|
|
17,128
|
|
||||
Net income (loss)
|
|
1,543
|
|
|
68
|
|
|
1,194
|
|
|
(29
|
)
|
||||
Net income per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.07
|
|
|
$
|
—
|
|
|
$
|
0.05
|
|
|
$
|
—
|
|
Diluted
|
|
$
|
0.06
|
|
|
$
|
—
|
|
|
$
|
0.05
|
|
|
$
|
—
|
|
•
|
Level 1 – Observable inputs to the valuation methodology such as quoted prices in active markets for identical assets or liabilities
|
•
|
Level 2 – Inputs to the valuation methodology including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means
|
•
|
Level 3 – Significant unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own estimates and assumptions or those expected to be used by market participants. Generally, these fair value measures are model-based valuation techniques such as discounted cash flows, option pricing models, and other commonly used valuation techniques
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid Per Share
|
|
Total Cost
|
|
Maximum Dollar
Value of Shares
That May Yet Be
Purchased Under
the Program
|
|||||||
Phase One Program
|
|
|
|
|
|
|
|
|
|||||||
August 25, 2011 through September 30, 2011
|
|
571,554
|
|
|
$
|
5.89
|
|
|
$
|
3,367
|
|
|
$
|
2,633
|
|
October 1, 2011 through December 31, 2011
|
|
130,160
|
|
|
5.71
|
|
|
744
|
|
|
1,889
|
|
|||
January 1, 2012 through March 31, 2012
|
|
334,636
|
|
|
5.64
|
|
|
1,889
|
|
|
—
|
|
|||
Phase Two Program
|
|
|
|
|
|
|
|
|
|||||||
April 1, 2012 through June 30, 2012
|
|
1,124,797
|
|
|
4.70
|
|
|
5,290
|
|
|
710
|
|
|||
July 1, 2012 through September 30, 2012
|
|
145,443
|
|
|
4.88
|
|
|
710
|
|
|
—
|
|
|||
Total
|
|
2,306,590
|
|
|
$
|
5.20
|
|
|
$
|
12,000
|
|
|
$
|
—
|
|
Plan Category
|
|
Number of Securities to be issued upon exercise of outstanding options and vesting of restricted stock units
|
|
Weighted-average
exercise price of
outstanding options
|
|
Number of securities remaining available for future issuance under equity compensation plan excluding securities listed in column (a)
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders (1)
|
|
2,460,516
|
|
|
$
|
11.88
|
|
|
671,168
|
|
(1)
|
Includes Common Shares of Fuel Tech, Inc. authorized for awards under Fuel Tech’s Incentive Plan, as amended on June 3, 2004.
|
(a)
|
(1) Financial Statements
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
|
|
Description
|
|
Filed
Herewith
|
|
Form
|
|
Period
ending
|
|
Exhibit
|
|
Filing date
|
|
3.1
|
|
Certificate of Incorporation of Fuel Tech, Inc.
|
|
|
|
8-K
|
|
|
|
3.2
|
|
|
10/5/2006
|
3.2
|
|
Certificate of Conversion of Fuel Tech, Inc.
|
|
|
|
8-K
|
|
|
|
3.1
|
|
|
10/5/2006
|
3.3
|
|
By-Laws of Fuel Tech, Inc.
|
|
|
|
8-K
|
|
|
|
3.3
|
|
|
10/5/2006
|
4.1
|
|
Instrument Constituting US $19,200,000 Nil Coupon Non-Redeemable Convertible Unsecured Loan Notes of Fuel-Tech N.V., dated December 21, 1989
|
|
|
|
10-Q
|
|
9/30/2009
|
|
4.1
|
|
|
11/4/2009
|
4.2
|
|
First Supplemental Instrument Constituting US $3,000 Nil Coupon Non-Redeemable Convertible Unsecured Loan Notes of Fuel-Tech N.V., dated July 10, 1990
|
|
|
|
10-Q
|
|
9/30/2009
|
|
4.2
|
|
|
11/4/2009
|
4.3
|
|
Instrument Constituting US $6,000 Nil Coupon Non-Redeemable Convertible Unsecured Loan Notes of Fuel-Tech N.V., dated March 12, 1993
|
|
|
|
10-Q
|
|
9/30/2009
|
|
4.3
|
|
|
11/4/2009
|
4.4*
|
|
Fuel Tech, Inc. Incentive Plan as amended through June 3, 2004
|
|
|
|
S-8
|
|
|
|
4.1
|
|
|
10/2/2006
|
4.5*
|
|
Fuel Tech, Inc. Form of Non-Executive Director Stock Option Agreement
|
|
|
|
10-K
|
|
12/31/2006
|
|
4.6
|
|
|
3/6/2007
|
4.6*
|
|
Fuel Tech, Inc. Form of Non-Qualified Stock Option Agreement
|
|
|
|
10-K
|
|
12/31/2006
|
|
4.7
|
|
|
3/6/2007
|
4.7*
|
|
Fuel Tech, Inc. Form of Incentive Stock Option Agreement
|
|
|
|
10-K
|
|
12/31/2006
|
|
4.8
|
|
|
3/6/2007
|
4.8*
|
|
Fuel Tech, Inc. Form of Restricted Stock Unit Agreement
|
|
|
|
10-K
|
|
12/31/2010
|
|
4.8
|
|
|
3/9/2011
|
4.9*
|
|
Fuel Tech, Inc. Form of Revised Restricted Stock Unit Agreement
|
|
|
|
10-K
|
|
12/31/2011
|
|
4.9
|
|
|
3/5/2012
|
4.10*
|
|
Fuel Tech, Inc. Form of 2011 Executive Performance RSU Award Agreement
|
|
|
|
8-K
|
|
|
|
10.1
|
|
|
3/28/2011
|
4.11*
|
|
Fuel Tech, Inc. Form of 2012 Executive Performance RSU Award Agreement
|
|
|
|
8-K
|
|
|
|
4.2
|
|
|
5/7/2013
|
4.12*
|
|
Fuel Tech, Inc. Form of 2013 Executive Performance RSU Award Agreement
|
|
|
|
8-K
|
|
|
|
4.3
|
|
|
5/7/2013
|
10.1**
|
|
License Agreement dated November 18, 1998 between The Gas Technology Institute and Fuel Tech, Inc. relating to the FLGR Process.
|
|
|
|
10-K
|
|
12/31/1999
|
|
3.3
|
|
|
3/30/2000
|
10.2**
|
|
Amendment No. 1, dated February 28, 2000, to License Agreement dated November 18, 1998 between The Gas Technology Institute and Fuel Tech, Inc. relating to the FLGR Process.
|
|
|
|
10-K
|
|
12/31/1999
|
|
3.3
|
|
|
3/30/2000
|
10.3
|
|
Form of Indemnity Agreement between Fuel Tech, Inc. and its Directors and Officers.
|
|
|
|
8-K
|
|
|
|
99.1
|
|
|
2/7/2007
|
10.4**
|
|
Restated Supply Agreement, dated March 4, 2009, between Fuel Tech, Inc. and Martin Marietta Magnesia Specialties, LLC.
|
|
|
|
10-K
|
|
12/31/2008
|
|
10.7
|
|
|
3/5/2009
|
10.5
|
|
Amendment No. 1 to Restated Supply Agreement, dated October 31, 2013, between Fuel Tech, Inc. and Martin Marietta Magnesia Specialties, Inc.
|
|
|
|
10-Q
|
|
9/30/2013
|
|
10.1
|
|
|
11/7/2013
|
10.6
|
|
Asset Purchase Agreement, dated December 5, 2008, among Fuel Tech, Inc., Advanced Combustion Technology, Inc., Peter D. Marx, Robert W. Pickering and Charles E. Trippel.
|
|
|
|
10-K
|
|
12/31/2008
|
|
10.8
|
|
|
3/5/2009
|
10.7
|
|
Credit Agreement, dated as of June 30, 2009, between JPMorgan Chase Bank, N.A. and Fuel Tech, Inc.
|
|
|
|
10-Q
|
|
9/30/2009
|
|
10.5
|
|
|
11/4/2009
|
10.8
|
|
First Amendment to Credit Agreement, dated as of October 5, 2009, between JPMorgan Chase Bank, N.A. and Fuel Tech, Inc.
|
|
|
|
10-Q
|
|
9/30/2009
|
|
10.6
|
|
|
11/4/2009
|
10.90
|
|
Second Amendment to Credit Agreement, dated as of November 4, 2009, between JPMorgan Chase Bank, N.A. and Fuel Tech, Inc.
|
|
|
|
10-Q
|
|
9/30/2009
|
|
10.7
|
|
|
11/4/2009
|
10.10
|
|
Third Amendment to Credit Agreement, dated as of June 30, 2011, between JPMorgan Chase Bank, N.A. and Fuel Tech, Inc.
|
|
|
|
10-Q
|
|
6/30/2011
|
|
4.1
|
|
|
8/8/2011
|
10.11
|
|
Fourth Amendment to Credit Agreement, dated as of June 30, 2013, between JPMorgan Chase Bank, N.A. and Fuel Tech, Inc.
|
|
|
|
10-Q
|
|
6/30/2013
|
|
4.1
|
|
|
8/7/2013
|
10.12
|
|
Sublease Agreement, dated December 9, 2009, between Fuel Tech, Inc. and American Bailey Corporation
|
|
|
|
10-K
|
|
12/31/2009
|
|
10.14
|
|
|
3/4/2010
|
10.13*
|
|
2011 Executive Officer Incentive Plan of Fuel Tech, Inc.
|
|
|
|
10-K
|
|
12/31/2010
|
|
10.15
|
|
|
3/9/2011
|
10.14*
|
|
2012 Executive Officer Incentive Plan of Fuel Tech, Inc.
|
|
|
|
10-Q
|
|
12/31/2011
|
|
4.2
|
|
|
5/8/2012
|
10.15*
|
|
2013 Executive Officer Incentive Plan of Fuel Tech, Inc.
|
|
|
|
8-K
|
|
|
|
99.1
|
|
|
5/30/2013
|
10.16*
|
|
2014 Executive Officer Incentive Plan of Fuel Tech, Inc.
|
|
X
|
|
|
|
|
|
|
|
|
|
10.17*
|
|
Employment Agreement, dated August 2, 2010, between David S. Collins and Fuel Tech, Inc.
|
|
|
|
10-Q
|
|
6/30/2010
|
|
10.1
|
|
|
8/9/2010
|
10.18*
|
|
Employment Agreement, dated April 1, 2010, between Douglas G. Bailey and Fuel Tech, Inc.
|
|
|
|
10-K
|
|
12/31/2010
|
|
10.19
|
|
|
3/9/2011
|
10.19*
|
|
Employment Agreement, dated August 31, 2009, between Robert E. Puissant and Fuel Tech, Inc.
|
|
|
|
10-K
|
|
12/31/2010
|
|
10.2
|
|
|
3/9/2011
|
10.20*
|
|
Employment Agreement, dated September 20, 2010 between Vincent J. Arnone and Fuel Tech, Inc.
|
|
|
|
10-K
|
|
12/31/2011
|
|
10.21
|
|
|
3/5/2012
|
10.21
|
|
Employment Agreement, dated July 13, 2003, between Albert G. Grigonis and Fuel Tech, Inc.
|
|
X
|
|
|
|
|
|
|
|
|
21
|
|
Listing of Subsidiaries
|
|
X
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
X
|
|
|
|
|
|
|
|
|
31.1
|
|
Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
31.2
|
|
Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
101.1 INS
|
|
XBRL Instance Document.
|
|
|
|
101.2 SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.3 CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.4 DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.5 LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.6 PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
**
|
Portions of this document have been omitted pursuant to a request for confidential treatment and the omitted information has been filed separately with the Securities and Exchange Commission.
|
|
FUEL TECH, INC.
|
|
|
|
|
Date: March 10, 2014
|
By:
|
/s/ Douglas G. Bailey
|
|
|
Douglas G. Bailey
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: March 10, 2014
|
By:
|
/s/ David S. Collins
|
|
|
David S. Collins
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Signature
|
|
Title
|
|
|
|
/s/ Douglas G. Bailey
|
|
Chairman and Director, President and Chief Executive Officer
(Principal Executive Officer)
|
Douglas G. Bailey
|
|
|
|
|
|
/s/ Miguel Espinosa
|
|
Director
|
Miguel Espinosa
|
|
|
|
|
|
/s/ W. Grant Gregory
|
|
Director
|
W. Grant Gregory
|
|
|
|
|
|
/s/ Thomas L. Jones
|
|
Director
|
Thomas L. Jones
|
|
|
|
|
|
/s/ George F. MacCormack
|
|
Director
|
George F. MacCormack
|
|
|
|
|
|
/s/ Thomas S. Shaw, Jr.
|
|
Director
|
Thomas S. Shaw, Jr.
|
|
|
|
|
|
/s/ Robert T. Smith
|
|
Director
|
Robert T. Smith
|
|
|
|
|
|
/s/ Delbert L. Williamson
|
|
Director
|
Delbert L. Williamson
|
|
|
|
|
|
/s/ Dennis L. Zeitler
|
|
Director
|
Dennis L. Zeitler
|
|
|
|
|
|
/s/ David S. Collins
|
|
Sr. Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer) |
David S. Collins
|
|
3.
|
EOIP Payouts
|
Executive Officer Incentive Plan Mechanics
|
||||||||||
|
Minimums
|
|
Funding
Percentage
|
|
Incremental
Value
|
Incremental
Percentage
|
|
Percentage Cap
|
|
|
Adjusted EBITDA, as defined
|
|
$10,000
|
|
1.00
|
%
|
500
|
0.10
|
%
|
2.00
|
%
|
Revenue
|
|
$104,500
|
|
0.50
|
%
|
2,500
|
0.05
|
%
|
1.00
|
%
|
APC Bookings
|
|
$44,500
|
|
0.50
|
%
|
2,500
|
0.05
|
%
|
1.00
|
%
|
|
|
2.00
|
%
|
|
|
4.00
|
%
|
|||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
4.
|
DEFINITIONS
|
5.
|
OTHER CONDITIONS
|
(a.)
|
Relates to any subject matter with which Employee's work for the Company may be concerned; or
|
(b.)
|
Relates to or is concerned with the business, products or projects of the Company or that of its customers; or
|
(c.)
|
Involves the use of the Company's time, material or facilities.
|
Date: March 10, 2014
|
|
|
|
|
|
By:
|
/s/ Douglas G. Bailey
|
|
|
Douglas G. Bailey
|
|
|
Chief Executive Officer
|
|
Date: March 10, 2014
|
|
|
|
|
|
By:
|
/s/ David S. Collins
|
|
|
David S. Collins
|
|
|
Chief Financial Officer
|
|
Date: March 10, 2014
|
|
|
|
|
|
By:
|
/s/ Douglas G. Bailey
|
|
|
Douglas G. Bailey
|
|
|
Chief Executive Officer
|
|
|
|
|
Date: March 10, 2014
|
|
|
|
|
|
By:
|
/s/ David S. Collins
|
|
|
David S. Collins
|
|
|
Chief Financial Officer
|
|