|
x
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QUARTERLY 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
|
|
20-5657551
|
(State or other jurisdiction of
incorporation of organization)
|
|
(I.R.S. Employer
Identification Number)
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Large accelerated filer
|
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¨
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Accelerated filer
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|
x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Page
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Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014
|
|
|
|
|
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Condensed Consolidated Statements of Operations for the Three-Month Periods Ended March 31, 2015 and 2014
|
|
|
|
|
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Condensed Consolidated Statements of Comprehensive Loss for the Three-Month Periods Ended March 31, 2015 and 2014
|
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|
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Condensed Consolidated Statements of Cash Flows for the Three-Month Periods Ended March 31, 2015 and 2014
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|
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Notes to Condensed Consolidated Financial Statements
|
|
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|
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|
|
|
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||
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March 31,
2015 |
|
December 31,
2014 |
||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
18,310
|
|
|
$
|
18,637
|
|
Marketable securities
|
|
36
|
|
|
36
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,927 and $1,922, respectively
|
|
26,982
|
|
|
31,910
|
|
||
Inventories
|
|
1,645
|
|
|
1,111
|
|
||
Prepaid expenses and other current assets
|
|
4,130
|
|
|
4,094
|
|
||
Prepaid income taxes
|
|
1,534
|
|
|
597
|
|
||
Deferred income taxes
|
|
2,007
|
|
|
1,953
|
|
||
Total current assets
|
|
54,644
|
|
|
58,338
|
|
||
Property and equipment, net of accumulated depreciation of $21,899 and $21,925, respectively
|
|
13,239
|
|
|
13,527
|
|
||
Goodwill
|
|
2,116
|
|
|
2,116
|
|
||
Other intangible assets, net of accumulated amortization of $6,045 and $5,802, respectively
|
|
9,960
|
|
|
10,464
|
|
||
Deferred income taxes
|
|
5,140
|
|
|
5,649
|
|
||
Other assets
|
|
1,364
|
|
|
1,377
|
|
||
Total assets
|
|
$
|
86,463
|
|
|
$
|
91,471
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Short-term debt
|
|
$
|
818
|
|
|
$
|
1,625
|
|
Accounts payable
|
|
6,363
|
|
|
7,310
|
|
||
Accrued liabilities:
|
|
|
|
|
||||
Employee compensation
|
|
1,876
|
|
|
2,007
|
|
||
Other accrued liabilities
|
|
6,698
|
|
|
7,708
|
|
||
Total current liabilities
|
|
15,755
|
|
|
18,650
|
|
||
Other liabilities
|
|
487
|
|
|
520
|
|
||
Total liabilities
|
|
16,242
|
|
|
19,170
|
|
||
Commitments and Contingencies
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock, $.01 par value, 40,000,000 shares authorized, 23,287,540 and 23,027,704 shares issued, and 23,065,162, and 22,860,398 shares outstanding, respectively
|
|
233
|
|
|
230
|
|
||
Additional paid-in capital
|
|
134,890
|
|
|
134,985
|
|
||
Accumulated deficit
|
|
(63,406
|
)
|
|
(61,752
|
)
|
||
Accumulated other comprehensive loss
|
|
(609
|
)
|
|
(448
|
)
|
||
Nil coupon perpetual loan notes
|
|
76
|
|
|
76
|
|
||
Treasury stock, 222,378 and 167,306 shares, respectively, at cost
|
|
(963
|
)
|
|
(790
|
)
|
||
Total shareholders’ equity
|
|
70,221
|
|
|
72,301
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
86,463
|
|
|
$
|
91,471
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2015
|
|
2014
|
||||
Revenues
|
|
$
|
15,103
|
|
|
$
|
18,661
|
|
Costs and expenses:
|
|
|
|
|
||||
Cost of sales
|
|
8,437
|
|
|
10,810
|
|
||
Selling, general and administrative
|
|
8,203
|
|
|
8,744
|
|
||
Research and development
|
|
872
|
|
|
244
|
|
||
|
|
17,512
|
|
|
19,798
|
|
||
Operating loss
|
|
(2,409
|
)
|
|
(1,137
|
)
|
||
Interest expense
|
|
(27
|
)
|
|
(29
|
)
|
||
Interest income
|
|
7
|
|
|
11
|
|
||
Other expense
|
|
(96
|
)
|
|
(30
|
)
|
||
Loss before income taxes
|
|
(2,525
|
)
|
|
(1,185
|
)
|
||
Income tax benefit
|
|
871
|
|
|
99
|
|
||
Net loss
|
|
$
|
(1,654
|
)
|
|
$
|
(1,086
|
)
|
Net loss per common share:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.07
|
)
|
|
$
|
(0.05
|
)
|
Diluted
|
|
$
|
(0.07
|
)
|
|
$
|
(0.05
|
)
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
||||
Basic
|
|
22,927,000
|
|
|
22,641,000
|
|
||
Diluted
|
|
22,927,000
|
|
|
22,641,000
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2015
|
|
2014
|
||||
Net loss
|
|
$
|
(1,654
|
)
|
|
$
|
(1,086
|
)
|
Other comprehensive loss:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
(161
|
)
|
|
(509
|
)
|
||
Unrealized gains from marketable securities, net of tax
|
|
—
|
|
|
28
|
|
||
Total other comprehensive loss
|
|
(161
|
)
|
|
(481
|
)
|
||
Comprehensive loss
|
|
$
|
(1,815
|
)
|
|
$
|
(1,567
|
)
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2015
|
|
2014
|
||||
Operating Activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(1,654
|
)
|
|
$
|
(1,086
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Depreciation
|
|
520
|
|
|
493
|
|
||
Amortization
|
|
543
|
|
|
196
|
|
||
Gain on disposal of equipment
|
|
(25
|
)
|
|
—
|
|
||
Allowance for doubtful accounts
|
|
10
|
|
|
85
|
|
||
Deferred income taxes
|
|
(226
|
)
|
|
305
|
|
||
Stock-based compensation
|
|
272
|
|
|
424
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
4,882
|
|
|
1,059
|
|
||
Inventories
|
|
(536
|
)
|
|
(474
|
)
|
||
Prepaid expenses, other current assets and other non-current assets
|
|
(35
|
)
|
|
(446
|
)
|
||
Accounts payable
|
|
(937
|
)
|
|
(409
|
)
|
||
Accrued liabilities and other non-current liabilities
|
|
(1,699
|
)
|
|
(1,988
|
)
|
||
Net cash provided by (used in) operating activities
|
|
1,115
|
|
|
(1,841
|
)
|
||
Investing Activities
|
|
|
|
|
||||
Purchases of property, equipment and patents
|
|
(276
|
)
|
|
(322
|
)
|
||
Proceeds from the sale of equipment
|
|
25
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(251
|
)
|
|
(322
|
)
|
||
Financing Activities
|
|
|
|
|
||||
Payments on short-term borrowings
|
|
(815
|
)
|
|
—
|
|
||
Proceeds from exercises of stock options
|
|
—
|
|
|
160
|
|
||
Excess tax benefit from exercises of stock options
|
|
—
|
|
|
12
|
|
||
Treasury shares withheld
|
|
(173
|
)
|
|
(261
|
)
|
||
Net cash used in financing activities
|
|
(988
|
)
|
|
(89
|
)
|
||
Effect of exchange rate fluctuations on cash
|
|
(203
|
)
|
|
(568
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(327
|
)
|
|
(2,820
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
18,637
|
|
|
27,738
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
18,310
|
|
|
$
|
24,918
|
|
|
|
Three Months Ended
|
|||||
|
|
March 31,
|
|||||
|
|
2015
|
2014
|
||||
Foreign currency translation
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
(471
|
)
|
$
|
18
|
|
Other comprehensive loss:
|
|
|
|
||||
Foreign currency translation adjustments (1)
|
|
(161
|
)
|
(509
|
)
|
||
Balance at end of period
|
|
$
|
(632
|
)
|
$
|
(491
|
)
|
Available-for-sale marketable securities
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
23
|
|
$
|
19
|
|
Other comprehensive income:
|
|
|
|
||||
Net unrealized holding gain (2)
|
|
—
|
|
46
|
|
||
Deferred income taxes (2)
|
|
—
|
|
(18
|
)
|
||
Total other comprehensive income
|
|
—
|
|
28
|
|
||
Balance at end of period
|
|
$
|
23
|
|
$
|
47
|
|
Total accumulated other comprehensive loss
|
|
$
|
(609
|
)
|
$
|
(444
|
)
|
(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.
|
|
|
Three Months Ended
March 31, |
||||
|
|
2015
|
|
2014
|
||
Basic weighted-average shares
|
|
22,927,000
|
|
|
22,641,000
|
|
Conversion of unsecured loan notes
|
|
—
|
|
|
—
|
|
Unexercised options and unvested RSUs
|
|
—
|
|
|
—
|
|
Diluted weighted-average shares
|
|
22,927,000
|
|
|
22,641,000
|
|
|
|
Three Months Ended
March 31, |
|||||
|
|
2015
|
2014
|
||||
Stock options and restricted stock units
|
|
$
|
272
|
|
$
|
424
|
|
Tax benefit of stock-based compensation expense
|
|
(103
|
)
|
(163
|
)
|
||
After-tax effect of stock-based compensation
|
|
$
|
169
|
|
$
|
261
|
|
|
|
|
|
Number
of
Options
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding on January 1, 2015
|
|
1,546,500
|
|
|
$
|
11.62
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Expired or forfeited
|
|
(5,000
|
)
|
|
6.51
|
|
|
|
|
|
|||
Outstanding on March 31, 2015
|
|
1,541,500
|
|
|
$
|
11.63
|
|
|
3.23
|
|
$
|
—
|
|
Exercisable on March 31, 2015
|
|
1,541,500
|
|
|
$
|
11.63
|
|
|
3.23
|
|
$
|
—
|
|
•
|
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 the Company’s 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 on the date of determination 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 the Company’s common stock 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 methodology and amortize the fair value over the requisite service period for each separately vesting tranche of the award. The principal variable assumptions utilized in valuing these RSUs under this valuation methodology include the risk-free interest rate, stock volatility, and correlations between our stock price and the stock prices of a peer group of companies.
|
|
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Unvested restricted stock units at January 1, 2015
|
|
977,069
|
|
|
$
|
5.36
|
|
Granted
|
|
336,000
|
|
|
3.37
|
|
|
Forfeited
|
|
(180,000
|
)
|
|
4.67
|
|
|
Vested
|
|
(220,470
|
)
|
|
5.06
|
|
|
Unvested restricted stock units at March 31, 2015
|
|
912,599
|
|
|
$
|
4.84
|
|
•
|
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. Also included in this technology segment are Electrostatic Precipitator (ESP) rebuilds and retrofits and Flue Gas Conditioning systems, which are chemical injection systems used to enhance ESP 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.
|
Three months ended March 31, 2015
|
|
Air Pollution
Control Segment
|
|
FUEL CHEM
Segment
|
|
Other
|
|
Total
|
||||||||
Revenues from external customers
|
|
$
|
6,857
|
|
|
$
|
8,246
|
|
|
$
|
—
|
|
|
$
|
15,103
|
|
Cost of sales
|
|
(4,321
|
)
|
|
(4,116
|
)
|
|
—
|
|
|
(8,437
|
)
|
||||
Gross margin
|
|
2,536
|
|
|
4,130
|
|
|
—
|
|
|
6,666
|
|
||||
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
(8,203
|
)
|
|
(8,203
|
)
|
||||
Research and development
|
|
—
|
|
|
—
|
|
|
(872
|
)
|
|
(872
|
)
|
||||
Operating income (loss)
|
|
$
|
2,536
|
|
|
$
|
4,130
|
|
|
$
|
(9,075
|
)
|
|
$
|
(2,409
|
)
|
Three months ended March 31, 2014
|
|
Air Pollution
Control Segment
|
|
FUEL CHEM
Segment
|
|
Other
|
|
Total
|
||||||||
Revenues from external customers
|
|
$
|
10,734
|
|
|
$
|
7,927
|
|
|
$
|
—
|
|
|
$
|
18,661
|
|
Cost of sales
|
|
(7,030
|
)
|
|
(3,780
|
)
|
|
—
|
|
|
(10,810
|
)
|
||||
Gross margin
|
|
3,704
|
|
|
4,147
|
|
|
—
|
|
|
7,851
|
|
||||
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
(8,744
|
)
|
|
(8,744
|
)
|
||||
Research and development
|
|
—
|
|
|
—
|
|
|
(244
|
)
|
|
(244
|
)
|
||||
Operating income (loss)
|
|
$
|
3,704
|
|
|
$
|
4,147
|
|
|
$
|
(8,988
|
)
|
|
$
|
(1,137
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Assets:
|
|
|
|
|
||||
United States
|
|
$
|
59,176
|
|
|
$
|
64,324
|
|
Foreign
|
|
27,287
|
|
|
27,147
|
|
||
|
|
$
|
86,463
|
|
|
$
|
91,471
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2015
|
|
2014
|
||||
Aggregate product warranty liability at beginning of period
|
|
$
|
268
|
|
|
$
|
596
|
|
Net aggregate expense (benefit) related to product warranties
|
|
2
|
|
|
(50
|
)
|
||
Aggregate reductions for payments
|
|
(2
|
)
|
|
(14
|
)
|
||
Aggregate product warranty liability at end of period
|
|
$
|
268
|
|
|
$
|
532
|
|
•
|
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 of 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
|
Date: May 11, 2015
|
By:
|
/s/ Vincent J. Arnone
|
|
|
Vincent J. Arnone
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: May 11, 2015
|
By:
|
/s/ David S. Collins
|
|
|
David S. Collins
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
3.
|
EOIP Payouts
|
Executive Officer Incentive Plan Mechanics
|
||||||||||
|
Minimums
|
|
Funding
Percentage
|
|
Incremental
Value
|
Incremental
Percentage
|
|
Percentage Cap
|
|
|
Adjusted EBITDA, as defined
|
|
$9,000
|
|
1.00
|
%
|
400
|
0.100
|
%
|
2.00
|
%
|
Revenue
|
|
$85,000
|
|
0.50
|
%
|
2,500
|
0.050
|
%
|
1.00
|
%
|
APC Bookings
|
|
$43,500
|
|
0.50
|
%
|
2,500
|
0.050
|
%
|
1.00
|
%
|
|
|
2.00
|
%
|
|
|
4.00
|
%
|
|||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
4.
|
DEFINITIONS
|
5.
|
OTHER CONDITIONS
|
|
Fuel Tech, Inc.
|
_______________________________
PARTICIPANT
|
By:
Its:
|
•
|
historical equity awards, by employee, by year;
|
•
|
intrinsic values for each equity award, or, when applicable, the fair value of each equity award using the Black-Scholes option pricing model;
|
•
|
the number of equity award units available for issuance under the Plan;
|
•
|
supervisor recommendations for employee equity awards; the estimate of expected intrinsic value (
e.g.
, equity award compensation expense) of the aggregate equity award;
|
•
|
net income (before or after taxes);
|
•
|
basic or diluted earnings per share (before or after taxes);
|
•
|
gross revenue, net revenue, gross revenue growth or net revenue growth;
|
•
|
sales of particular products or services;
|
•
|
gross profit, gross profit growth, net profit or net operating profit (before or after taxes);
|
•
|
earnings before or after deduction for all or any portion of interest, taxes, depreciation, amortization, incentive pay, contributions to 401(k) or other employee benefit plans, or items of income or expense not occurring in the normal course of business, whether or not on continuing operations or on an aggregate or per share basis (basic or fully diluted);
|
•
|
return on assets, capital, invested capital, equity, or sales (discounted or otherwise);
|
•
|
cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);
|
•
|
one or more operating ratios such as earnings before or after interest, taxes and/or depreciation and/or amortization;
|
•
|
gross or operating margins;
|
•
|
improvements in capital structure;
|
•
|
budget and expense management or cost targets;
|
•
|
productivity ratios;
|
•
|
economic value added or other value added measurements;
|
•
|
share price (including, but not limited to, growth measures and total stockholder return);
|
•
|
book value;
|
•
|
financing and other capital raising transactions (including sales of our equity or debt securities;
|
•
|
operating efficiency;
|
•
|
working capital targets;
|
•
|
enterprise value;
|
•
|
completion of acquisitions, business expansion, reorganizations or divestitures (in whole or in part);
|
•
|
borrowing levels, leverage ratios or credit rating;
|
•
|
regulatory achievements (including submitting or filing applications or other documents with regulatory authorities or receiving approval of any such applications or other documents and passing pre-approval inspections (whether of us or a third-party manufacturer) and validation of manufacturing processes (whether ours or a third-party manufacturer’s);
|
•
|
strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property);
|
•
|
establishing relationships with commercial entities with respect to the marketing, distribution and sale of our products (including with group purchasing organizations, distributors and other vendors);
|
•
|
supply chain achievements (including establishing relationships with manufacturers or suppliers of component materials and manufacturers of our products);
|
•
|
co-development, co-marketing, profit sharing, joint venture or other similar arrangements;
|
•
|
economic value-added models or equivalent metrics;
|
•
|
implementation, completion or attainment of measurable objectives with respect to research, development, manufacturing, commercialization, products or projects, production volume levels, succession and hiring projects, or expansions of specific business operations;
|
•
|
timely completion of new product roll-outs;
|
•
|
timely launch of new facilities;
|
•
|
sales or licenses of our assets, including its intellectual property, whether in a particular jurisdiction or territory or globally, or through partnering transactions);
|
•
|
royalty income;
|
•
|
exceptional and innovative individual performance;
|
•
|
individual contribution to a strategic goal;
|
•
|
teamwork;
|
•
|
leadership accomplishments; and
|
•
|
employee job level
|
□
|
No deferral. I wish to receive Shares upon vesting of each installment of RSUs.
|
□
|
I wish to defer receipt of
all
Shares underlying any Look-Back RSUs until ____ years (minimum of 5) after the Determination Date.
|
□
|
I wish to defer receipt of
all
Shares underlying any Revenue Growth RSUs until ____ years (minimum of 5) after the Determination Date.
|
□
|
I wish to defer receipt of
all
Shares underlying any TSR Performance RSUs until ____ years (minimum of 5) after the Determination Date.
|
______________________________
|
Date: _____________________, 20___
|
Date: May 11, 2015
|
By:
|
/s/ Vincent J. Arnone
|
|
|
Vincent J. Arnone
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: May 11, 2015
|
By:
|
/s/ David S. Collins
|
|
|
David S. Collins
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date: May 11, 2015
|
By:
|
/s/ Vincent J. Arnone
|
|
|
Vincent J. Arnone
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: May 11, 2015
|
By:
|
/s/ David S. Collins
|
|
|
David S. Collins
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|