Debt Financing

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Debt Financing

NIL COUPON NON-REDEEMABLE CONVERTIBLE UNSECURED LOAN NOTES

At December 31, 2015 and 2014, respectively, we had a principal amount of $76 of nil coupon non-redeemable convertible unsecured perpetual loan notes (the “Loan Notes”) outstanding. The Loan Notes are convertible at any time into Common Shares at rates of $6.50 and $11.43 per share, depending on the note. As of December 31, 2015, the nil coupon loan notes were convertible into 6,715 common shares. Based on our closing stock price of $1.89 at December 31, 2015, the aggregate fair value of the common shares that the holders would receive if all the loan notes were converted would be approximately $13, which is less than the principal amount of the loans outstanding as of that date. The Loan Notes bear no interest and have no maturity date. They are repayable in the event of our dissolution and the holders do not have the option to cash-settle the notes. Accordingly, they have been classified within stockholders’ equity in the accompanying balance sheet. The notes do not hold distribution or voting rights unless and until converted into common shares.

In 2015, 2014 and 2013, there were no Loan Notes repurchased by the Company.

DEBT FINANCING

On June 30, 2015, we amended our existing revolving credit facility (the Facility) with JPMorgan Chase Bank, N.A (JPM Chase) to extend the maturity date through June 30, 2017, and we again amended the facility on December 31, 2015 to modify certain covenants. The total borrowing base of the facility is $15,000 and contains a provision to increase the facility up to a total principal amount of $25,000 upon approval from JPM Chase. The Facility is unsecured, bears interest at a rate of LIBOR plus 300 basis points, and has the Company’s Italian subsidiary, Fuel Tech S.r.l., as a guarantor. We are allowed to use this Facility for cash advances and standby letters of credit. As of December 31, 2015 and 2014, there was no outstanding borrowings on the amended credit facilities.

The Facility contains several debt covenants with which the Company must comply on a quarterly or annual basis. The Facility requires a minimum trailing-twelve month EBITDA of $500 for quarters ending March 31, 2016 and June 30, 2016; Beginning with the fiscal quarter ending September 30, 2016, the Facility requires a minimum EBITDA for the trailing twelve-month period then ended of not less than $1,000. EBITDA includes after tax earnings with add backs for interest expense, income taxes, depreciation and amortization, stock-based compensation expense, and other non-cash items. This covenant was waived by our bank through the period ending December 31, 2015. In addition, the Facility requires a minimum working capital requirement of $35,000, starting as of December 31, 2015. Finally, the Facility has an annual capital expenditure limit of $5,000. At December 31, 2015 we were in compliance with all active financial covenants specified by the Facility.

At December 31, 2015 and 2014, we had outstanding standby letters of credit and bank guarantees totaling approximately $7,803 and $8,284, respectively, on our domestic credit facility in connection with contracts in process. We are committed to reimbursing the issuing bank for any payments made by the bank under these instruments. At December 31, 2015 and 2014, there were no cash borrowings under the domestic revolving credit facility and approximately $7,197 and $6,716, respectively, was available for future borrowings. We pay a commitment fee of 0.25% per year on the unused portion of the revolving credit facility.

On June 26, 2015, our wholly-owned subsidiary, Beijing Fuel Tech Environmental Technologies Company, Ltd. (Beijing Fuel Tech) entered into a new revolving credit facility (the China Facility) agreement with JPM Chase for RMB 35 million (approximately $5,392), which expires on June 24, 2016. This new credit facility replaced the previous RMB 35 million facility that expired on June 26, 2015. The facility is unsecured, bears interest at a rate of 125% of the People’s Bank of China (PBOC) Base Rate, and is guaranteed by Fuel Tech. Beijing Fuel Tech can use this facility for cash advances and bank guarantees. As of December 31, 2015, Beijing Fuel Tech had no cash borrowings under the China Facility, and as of December 31, 2014 had borrowings outstanding in the amount of $1,625. These borrowings were subject to interest rates of approximately 6.8% at December 31, 2015 and 7.0% at December 31, 2014.

At December 31, 2015 and 2014, we had outstanding standby letters of credit and bank guarantees totaling approximately $57 and $336, respectively, on its Beijing Fuel Tech revolving credit facility in connection with contracts in process. At December 31, 2015 and 2014, approximately $5,335 and $3,727 was available for future borrowings.

In the event of default on either the domestic facility or the China facility, the cross default feature in each allows the lending bank to accelerate the payments of any amounts outstanding and may, under certain circumstances, allow the bank to cancel the facility. If we were unable to obtain a waiver for a breach of covenant and the bank accelerated the payment of any outstanding amounts, such acceleration may cause our cash position to deteriorate or, if cash on hand were insufficient to satisfy the payment due, may require us to obtain alternate financing to satisfy the accelerated payment.