Note 6 - Nil Coupon Non-Redeemable Convertible Unsedcured Loan Notes

12 Months Ended

Dec. 31, 2012

Nil Coupon Non-redeemable Convertible Unsecured Loan Notes [Member]

Debt Disclosure [Text Block]

6.      NIL COUPON NON-REDEEMABLE CONVERTIBLE UNSECURED LOAN NOTES

At December 31, 2012 and 2011, respectively, Fuel Tech 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, 2012, the nil coupon loan notes were convertible into 6,715 common shares.  Based on our closing stock price of $4.20 at December 31, 2012, the aggregate fair value of the common shares that the holders would receive if all loan notes were converted would be approximately $28, 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 Fuel Tech’s 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 2012, 2011, and 2010, Loan Notes in the principal amounts of $0, $0, and $5, respectively, were repurchased by the Company.

Debt Financing [Member]

Debt Disclosure [Text Block]

9.      DEBT FINANCING

On June 30, 2011, Fuel Tech amended its existing revolving credit facility (the Facility) with JPMorgan Chase Bank, N.A (JPM Chase) to extend the maturity date through June 30, 2013.  The amendment decreases the total borrowing base of the facility to $15,000 from $25,000 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 a spread range of 250 basis points to 375 basis points, as determined under a formula related to the Company’s leverage ratio, and has the Company’s Italian subsidiary, Fuel Tech S.r.l., as a guarantor.  Fuel Tech can use this Facility for cash advances and standby letters of credit.  As of December 31, 2012 and 2011, there were 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, including a maximum Funded Debt to EBITDA Ratio (or “Leverage Ratio”, as defined in the Facility) of 1.5:1.0 based on the four trailing quarterly periods. Maximum funded debt is defined as all borrowed funds, outstanding standby letters of credit and bank guarantees. EBITDA includes after tax earnings with add backs for interest expense, income taxes, depreciation and amortization, and stock-based compensation expenses.  In addition, the Facility covenants include an annual capital expenditure limit of $10,000 and a minimum tangible net worth of $50,000, adjusted upward for 50% of net income generated and 100% of all capital issuances. At December 31, 2012, the Company was in compliance with all financial covenants specified by the Facility.

At December 31, 2012 and 2011, the Company had outstanding standby letters of credit and bank guarantees totaling approximately $7,432 and $1,374, respectively, on its domestic credit facility in connection with contracts in process.  Fuel Tech is committed to reimbursing the issuing bank for any payments made by the bank under these instruments.  At December 31, 2012 and 2011, there were no cash borrowings under the domestic revolving credit facility and approximately $7,568 and $13,626, respectively, was available for future borrowings.  The Company pays a commitment fee of 0.25% per year on the unused portion of the revolving credit facility.

On June 29, 2012, Beijing Fuel Tech Environmental Technologies Company, Ltd. (Beijing Fuel Tech), a wholly-owned subsidiary of Fuel Tech, entered into a new revolving credit facility (the China Facility) agreement with JPM Chase for RMB 35 million (approximately $5,541), which expires on June 30, 2013.  This new credit facility replaced the previous RMB 35 million facility that expired on June 28, 2012.  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, 2012 and 2011, Beijing Fuel Tech had borrowings outstanding in the amount of $ 0 and $1,181, respectively. These borrowings were subject to interest rates of approximately 7.0% and 7.6% at December 31, 2012 and December 31, 2011, respectively. 

At December 31, 2012 and 2011, the Company had outstanding standby letters of credit and bank guarantees totaling approximately $1,112 and $750, respectively, on its Beijing Fuel Tech revolving credit facility in connection with contracts in process.  At December 31, 2012 and 2011, approximately $4,429 and $3,580 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 the Company 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 the Company’s cash position to deteriorate or, if cash on hand were insufficient to satisfy the payment due, may require the Company to obtain alternate financing to satisfy the accelerated payment.