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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
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20-5657551
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(State or other jurisdiction of
incorporation of organization)
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(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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June 30,
2013 |
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December 31,
2012 |
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Assets
|
|
|
|
|
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Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
23,113
|
|
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$
|
24,453
|
|
Marketable securities
|
|
24
|
|
|
44
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $610 and $460, respectively
|
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41,418
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|
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30,169
|
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||
Inventories
|
|
719
|
|
|
513
|
|
||
Prepaid expenses and other current assets
|
|
1,716
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|
|
3,956
|
|
||
Prepaid income taxes
|
|
1,182
|
|
|
156
|
|
||
Deferred income taxes
|
|
635
|
|
|
573
|
|
||
Total current assets
|
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68,807
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|
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59,864
|
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||
Property and equipment, net of accumulated depreciation of $18,978 and $19,421, respectively
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13,811
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|
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13,749
|
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Goodwill
|
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21,051
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|
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21,051
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||
Other intangible assets, net of accumulated amortization of $4,692 and $4,270, respectively
|
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4,574
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|
|
4,838
|
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||
Deferred income taxes
|
|
2,457
|
|
|
3,688
|
|
||
Other assets
|
|
2,372
|
|
|
2,707
|
|
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Total assets
|
|
$
|
113,072
|
|
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$
|
105,897
|
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Liabilities and Shareholders’ Equity
|
|
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Current liabilities:
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|
|
|
|
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Short-term debt
|
|
807
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—
|
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Accounts payable
|
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13,026
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|
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12,828
|
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||
Accrued liabilities:
|
|
|
|
|
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Employee compensation
|
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3,184
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|
|
3,175
|
|
||
Other accrued liabilities
|
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9,881
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|
|
4,943
|
|
||
Total current liabilities
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26,898
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|
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20,946
|
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||
Other liabilities
|
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701
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|
|
715
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Total liabilities
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27,599
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|
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21,661
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Shareholders’ equity:
|
|
|
|
|
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Common stock, $.01 par value, 40,000,000 shares authorized, 22,472,238 and 22,111,675 shares issued, and 22,374,873 and 22,102,549 outstanding
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225
|
|
|
221
|
|
||
Additional paid-in capital
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133,602
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|
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133,498
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Accumulated deficit
|
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(47,913
|
)
|
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(49,128
|
)
|
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Accumulated other comprehensive loss
|
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(127
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)
|
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(392
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)
|
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Nil coupon perpetual loan notes
|
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76
|
|
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76
|
|
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Treasury stock, 97,365 and 9,126 shares in 2013 and 2012, respectively, at cost
|
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(390
|
)
|
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(39
|
)
|
||
Total shareholders’ equity
|
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85,473
|
|
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84,236
|
|
||
Total liabilities and shareholders’ equity
|
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$
|
113,072
|
|
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$
|
105,897
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|
|
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
||||||||||||
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2013
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|
2012
|
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2013
|
|
2012
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Revenues
|
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$
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29,092
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|
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$
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20,911
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$
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51,576
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$
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46,123
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Costs and expenses:
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|
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Cost of sales
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17,227
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11,880
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30,279
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25,100
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|
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Selling, general and administrative
|
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9,307
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|
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7,874
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17,765
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|
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16,868
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|
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Research and development
|
|
430
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|
|
969
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|
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1,363
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|
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1,475
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|
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26,964
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20,723
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|
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49,407
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|
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43,443
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Operating income
|
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2,128
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|
|
188
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|
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2,169
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|
|
2,680
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Interest expense
|
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(10
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)
|
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(49
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)
|
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(10
|
)
|
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(74
|
)
|
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Interest income
|
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14
|
|
|
40
|
|
|
29
|
|
|
40
|
|
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Other expense
|
|
(129
|
)
|
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(72
|
)
|
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(209
|
)
|
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(51
|
)
|
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Income before income taxes
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2,003
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|
|
107
|
|
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1,979
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2,595
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|
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Income tax expense
|
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(767
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)
|
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(39
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)
|
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(764
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)
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(984
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)
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Net income
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$
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1,236
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$
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68
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$
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1,215
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$
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1,611
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Net income per common share:
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Basic
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$
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0.06
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$
|
0.00
|
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$
|
0.05
|
|
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$
|
0.07
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Diluted
|
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$
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0.05
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$
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0.00
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$
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0.05
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$
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0.07
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Weighted-average number of common shares outstanding:
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Basic
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22,197,000
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23,107,000
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22,155,000
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23,349,000
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Diluted
|
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23,295,000
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23,984,000
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23,133,000
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|
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24,122,000
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income
|
|
$
|
1,236
|
|
|
$
|
68
|
|
|
$
|
1,215
|
|
|
$
|
1,611
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
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Foreign currency translation adjustments
|
|
540
|
|
|
70
|
|
|
277
|
|
|
104
|
|
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Unrealized losses from marketable securities, net of tax
|
|
(12
|
)
|
|
(26
|
)
|
|
(12
|
)
|
|
(11
|
)
|
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Total other comprehensive income
|
|
528
|
|
|
44
|
|
|
265
|
|
|
93
|
|
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Comprehensive income
|
|
$
|
1,764
|
|
|
$
|
112
|
|
|
$
|
1,480
|
|
|
$
|
1,704
|
|
|
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Six Months Ended
June 30, |
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|
|
2013
|
|
2012
|
||||
Operating Activities
|
|
|
|
|
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Net income
|
|
$
|
1,215
|
|
|
$
|
1,611
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
|
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Depreciation
|
|
1,105
|
|
|
1,091
|
|
||
Amortization
|
|
422
|
|
|
451
|
|
||
Bad debt expense (recovery)
|
|
152
|
|
|
(6
|
)
|
||
Deferred income taxes
|
|
613
|
|
|
(89
|
)
|
||
Stock based compensation
|
|
665
|
|
|
372
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(11,084
|
)
|
|
8,606
|
|
||
Inventories
|
|
(202
|
)
|
|
(80
|
)
|
||
Prepaid expenses, other current assets and other noncurrent assets
|
|
2,584
|
|
|
869
|
|
||
Accounts payable
|
|
221
|
|
|
(4,017
|
)
|
||
Accrued liabilities and other noncurrent liabilities
|
|
3,817
|
|
|
(3,508
|
)
|
||
Net cash (used in) provided by operating activities
|
|
(492
|
)
|
|
5,300
|
|
||
Investing Activities
|
|
|
|
|
||||
Purchases of property, equipment and patents
|
|
(1,326
|
)
|
|
(1,726
|
)
|
||
Net cash (used in) investing activities
|
|
(1,326
|
)
|
|
(1,726
|
)
|
||
Financing Activities
|
|
|
|
|
||||
Payments to repurchase common stock
|
|
—
|
|
|
(7,179
|
)
|
||
Proceeds from short-term borrowings
|
|
799
|
|
|
—
|
|
||
Acquisition of treasury stock
|
|
(351
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
|
448
|
|
|
(7,179
|
)
|
||
Effect of exchange rate fluctuations on cash
|
|
30
|
|
|
101
|
|
||
Net decrease in cash and cash equivalents
|
|
(1,340
|
)
|
|
(3,504
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
24,453
|
|
|
28,229
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
23,113
|
|
|
$
|
24,725
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||
|
|
2013
|
2012
|
|
2013
|
2012
|
||||||||
Foreign currency translation
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
|
$
|
(682
|
)
|
$
|
379
|
|
|
$
|
(419
|
)
|
$
|
345
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments (1)
|
|
540
|
|
70
|
|
|
277
|
|
104
|
|
||||
Balance at end of period
|
|
$
|
(142
|
)
|
$
|
449
|
|
|
$
|
(142
|
)
|
$
|
449
|
|
Available-for-sale marketable securities
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
|
$
|
27
|
|
$
|
51
|
|
|
$
|
27
|
|
$
|
36
|
|
Other comprehensive income:
|
|
|
|
|
|
|
||||||||
Net unrealized holding gain (2)
|
|
(20
|
)
|
(41
|
)
|
|
(20
|
)
|
(17
|
)
|
||||
Deferred income taxes (2)
|
|
8
|
|
15
|
|
|
8
|
|
6
|
|
||||
Total other comprehensive income
|
|
(12
|
)
|
(26
|
)
|
|
(12
|
)
|
(11
|
)
|
||||
Balance at end of period
|
|
$
|
15
|
|
$
|
25
|
|
|
$
|
15
|
|
$
|
25
|
|
Total accumulated other comprehensive (loss) income
|
|
$
|
(127
|
)
|
$
|
474
|
|
|
$
|
(127
|
)
|
$
|
474
|
|
(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
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Basic weighted-average shares
|
|
22,197,000
|
|
|
23,107,000
|
|
|
22,155,000
|
|
|
23,349,000
|
|
Conversion of unsecured loan notes
|
|
7,000
|
|
|
7,000
|
|
|
7,000
|
|
|
7,000
|
|
Unvested options and RSUs
|
|
1,091,000
|
|
|
870,000
|
|
|
971,000
|
|
|
766,000
|
|
Diluted weighted-average shares
|
|
23,295,000
|
|
|
23,984,000
|
|
|
23,133,000
|
|
|
24,122,000
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||
|
|
2013
|
2012
|
|
2013
|
2012
|
||||||||
Stock options and restricted stock units
|
|
$
|
336
|
|
$
|
147
|
|
|
$
|
665
|
|
$
|
341
|
|
Deferred directors fees
|
|
—
|
|
15
|
|
|
—
|
|
31
|
|
||||
Total stock-based compensation expense
|
|
336
|
|
162
|
|
|
665
|
|
372
|
|
||||
Tax benefit of stock-based compensation expense
|
|
(122
|
)
|
(57
|
)
|
|
(242
|
)
|
(129
|
)
|
||||
After-tax effect of stock-based compensation
|
|
$
|
214
|
|
$
|
105
|
|
|
$
|
423
|
|
$
|
243
|
|
Expected dividend yield
|
0.0%
|
Risk-free interest rate
|
1.01%
|
Expected volatility
|
55.2%
|
Expected life of option
|
4.7 years
|
|
|
Number
of
Options
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding on January 1, 2013
|
|
1,914,000
|
|
|
$
|
11.38
|
|
|
|
|
|
||
Granted
|
|
80,000
|
|
|
3.85
|
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Expired or forfeited
|
|
(67,000
|
)
|
|
6.05
|
|
|
|
|
|
|||
Outstanding on June 30, 2013
|
|
1,927,000
|
|
|
$
|
11.25
|
|
|
4.0 years
|
|
$
|
17
|
|
Exercisable on June 30, 2013
|
|
1,897,000
|
|
|
$
|
11.31
|
|
|
4.0 years
|
|
$
|
17
|
|
|
|
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
|
|
(128,000
|
)
|
|
3.34
|
|
|
Forfeited
|
|
(2,500
|
)
|
|
5.98
|
|
|
Outstanding on June 30, 2013
|
|
30,000
|
|
|
$
|
4.36
|
|
•
|
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 on the date of determination 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
|
•
|
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 December 31, 2012
|
|
752,024
|
|
|
$
|
6.22
|
|
Granted
|
|
476,000
|
|
|
4.77
|
|
|
Forfeited
|
|
(45,654
|
)
|
|
7.57
|
|
|
Vested
|
|
(360,563
|
)
|
|
5.36
|
|
|
Unvested restricted stock units at June 30, 2013
|
|
821,807
|
|
|
$
|
5.68
|
|
•
|
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.
|
Three months ended June 30, 2013
|
|
Air Pollution
Control Segment
|
|
FUEL CHEM
Segment
|
|
Other
|
|
Total
|
||||||||
Revenues from external customers
|
|
$
|
20,239
|
|
|
$
|
8,853
|
|
|
$
|
—
|
|
|
$
|
29,092
|
|
Cost of sales
|
|
(13,083
|
)
|
|
(4,144
|
)
|
|
—
|
|
|
(17,227
|
)
|
||||
Gross margin
|
|
7,156
|
|
|
4,709
|
|
|
—
|
|
|
11,865
|
|
||||
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
(9,307
|
)
|
|
(9,307
|
)
|
||||
Research and development
|
|
—
|
|
|
—
|
|
|
(430
|
)
|
|
(430
|
)
|
||||
Operating income
|
|
$
|
7,156
|
|
|
$
|
4,709
|
|
|
$
|
(9,737
|
)
|
|
$
|
2,128
|
|
Three months ended June 30, 2012
|
|
Air Pollution
Control Segment
|
|
FUEL CHEM
Segment
|
|
Other
|
|
Total
|
||||||||
Revenues from external customers
|
|
$
|
12,818
|
|
|
$
|
8,093
|
|
|
$
|
—
|
|
|
$
|
20,911
|
|
Cost of sales
|
|
(7,951
|
)
|
|
(3,929
|
)
|
|
—
|
|
|
(11,880
|
)
|
||||
Gross margin
|
|
4,867
|
|
|
4,164
|
|
|
—
|
|
|
9,031
|
|
||||
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
(7,874
|
)
|
|
(7,874
|
)
|
||||
Research and development
|
|
—
|
|
|
—
|
|
|
(969
|
)
|
|
(969
|
)
|
||||
Operating income
|
|
$
|
4,867
|
|
|
$
|
4,164
|
|
|
$
|
(8,843
|
)
|
|
$
|
188
|
|
Six months ended June 30, 2013
|
|
Air Pollution
Control Segment
|
|
FUEL CHEM
Segment
|
|
Other
|
|
Total
|
||||||||
Revenues from external customers
|
|
$
|
33,186
|
|
|
$
|
18,390
|
|
|
$
|
—
|
|
|
$
|
51,576
|
|
Cost of sales
|
|
(21,666
|
)
|
|
(8,613
|
)
|
|
—
|
|
|
(30,279
|
)
|
||||
Gross margin
|
|
11,520
|
|
|
9,777
|
|
|
—
|
|
|
21,297
|
|
||||
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
(17,765
|
)
|
|
(17,765
|
)
|
||||
Research and development
|
|
—
|
|
|
—
|
|
|
(1,363
|
)
|
|
(1,363
|
)
|
||||
Operating income
|
|
$
|
11,520
|
|
|
$
|
9,777
|
|
|
$
|
(19,128
|
)
|
|
$
|
2,169
|
|
Six months ended June 30, 2012
|
|
Air Pollution
Control Segment
|
|
FUEL CHEM
Segment
|
|
Other
|
|
Total
|
||||||||
Revenues from external customers
|
|
$
|
28,532
|
|
|
$
|
17,591
|
|
|
$
|
—
|
|
|
$
|
46,123
|
|
Cost of sales
|
|
(16,702
|
)
|
|
(8,398
|
)
|
|
—
|
|
|
(25,100
|
)
|
||||
Gross margin
|
|
11,830
|
|
|
9,193
|
|
|
—
|
|
|
21,023
|
|
||||
Selling, general and administrative
|
|
—
|
|
|
—
|
|
|
(16,868
|
)
|
|
(16,868
|
)
|
||||
Research and development
|
|
—
|
|
|
—
|
|
|
(1,475
|
)
|
|
(1,475
|
)
|
||||
Operating income
|
|
$
|
11,830
|
|
|
$
|
9,193
|
|
|
$
|
(18,343
|
)
|
|
$
|
2,680
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||
|
|
2013
|
2012
|
|
2013
|
2012
|
||||||||
Revenues:
|
|
|
|
|
|
|
||||||||
United States
|
|
$
|
17,244
|
|
$
|
17,966
|
|
|
$
|
30,110
|
|
$
|
40,910
|
|
Foreign
|
|
11,848
|
|
2,945
|
|
|
21,466
|
|
5,213
|
|
||||
|
|
$
|
29,092
|
|
$
|
20,911
|
|
|
$
|
51,576
|
|
$
|
46,123
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Assets:
|
|
|
|
|
||||
United States
|
|
$
|
92,860
|
|
|
$
|
86,466
|
|
Foreign
|
|
20,212
|
|
|
19,431
|
|
||
|
|
$
|
113,072
|
|
|
$
|
105,897
|
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2013
|
|
2012
|
||||
Aggregate product warranty liability at beginning of period
|
|
$
|
776
|
|
|
$
|
313
|
|
Net aggregate expense related to product warranties
|
|
98
|
|
|
415
|
|
||
Aggregate reductions for payments
|
|
(72
|
)
|
|
(213
|
)
|
||
Aggregate product warranty liability at end of period
|
|
$
|
802
|
|
|
$
|
515
|
|
•
|
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
|
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
|
|
|
$
|
—
|
|
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
|
|
|
$
|
—
|
|
Date: August 7, 2013
|
By:
|
/s/ Douglas G. Bailey
|
|
|
Douglas G. Bailey
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: August 7, 2013
|
By:
|
/s/ David S. Collins
|
|
|
David S. Collins
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
(a)
|
Lender, Borrower and Loan Parties shall have executed this Amendment;
|
(b)
|
Borrower shall be in good standing in the State of Illinois; and
|
(c)
|
Borrower shall pay all costs and fees incurred by Lender in connection with the preparation and performance of this Amendment.
|
Date: August 7, 2013
|
By:
|
/s/ Douglas G. Bailey
|
|
|
Douglas G. Bailey
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: August 7, 2013
|
By:
|
/s/ David S. Collins
|
|
|
David S. Collins
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: August 7, 2013
|
By:
|
/s/ Douglas G. Bailey
|
|
|
Douglas G. Bailey
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: August 7, 2013
|
By:
|
/s/ David S. Collins
|
|
|
David S. Collins
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|