Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 22, 2020 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | POWER SOLUTIONS INTERNATIONAL, INC. | |
Entity Central Index Key | 0001137091 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 22,859,850 | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 816 | $ 3 |
Accounts receivable, net of allowances of $3,252 and $3,561 as of March 31, 2020 and December 31, 2019, respectively | 58,956 | 104,515 |
Income tax receivable | 3,808 | 1,055 |
Inventories, net | 125,600 | 108,839 |
Prepaid expenses and other current assets | 12,231 | 8,110 |
Total current assets | 201,411 | 222,522 |
Property, plant and equipment, net | 22,711 | 23,194 |
Intangible assets, net | 12,608 | 13,372 |
Goodwill | 29,835 | 29,835 |
Other noncurrent assets | 23,470 | 24,749 |
TOTAL ASSETS | 290,035 | 313,672 |
Current liabilities: | ||
Accounts payable | 67,313 | 75,835 |
Current maturities of long-term debt | 55,158 | 195 |
Revolving line of credit | 16,829 | 39,527 |
Other accrued liabilities | 75,598 | 66,030 |
Total current liabilities | 214,898 | 181,587 |
Deferred tax liabilities | 714 | 1,105 |
Long-term debt, net of current maturities | 896 | 55,657 |
Noncurrent contract liabilities | 16,695 | 17,998 |
Other noncurrent liabilities | 28,891 | 28,828 |
TOTAL LIABILITIES | 262,094 | 285,175 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock – $0.001 par value. Shares authorized: 5,000. No shares issued and outstanding at all dates. | 0 | 0 |
Common stock – $0.001 par value; 50,000 shares authorized; 23,117 and 23,117 shares issued; 22,858 and 22,857 shares outstanding at March 31, 2020 and December 31, 2019, respectively | 23 | 23 |
Additional paid-in capital | 165,691 | 165,527 |
Accumulated deficit | (127,624) | (126,912) |
Treasury stock, at cost, 259 and 260 shares at March 31, 2020 and December 31, 2019, respectively | (10,149) | (10,141) |
TOTAL STOCKHOLDERS’ EQUITY | 27,941 | 28,497 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 290,035 | $ 313,672 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Accounts receivable allowance | $ 3,252 | $ 3,561 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, issued (in shares) | 23,117,000 | 23,117,000 |
Common stock, outstanding (in shares) | 22,858,000 | 22,857,000 |
Treasury stock (in shares) | 259,000 | 260,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Net sales | $ 105,097 | $ 115,787 |
Cost of sales | 87,383 | 98,083 |
Gross profit | 17,714 | 17,704 |
Operating expenses: | ||
Research, development and engineering expenses | 6,752 | 6,299 |
Selling, general and administrative expenses | 13,890 | 16,060 |
Amortization of intangible assets | 763 | 910 |
Total operating expenses | 21,405 | 23,269 |
Operating loss | (3,691) | (5,565) |
Other expense (income): | ||
Interest expense | 1,274 | 2,113 |
Gain from change in fair value of warrants | 0 | (4,400) |
Other income, net | (211) | (106) |
Total other expense (income) | 1,063 | (2,393) |
Loss before income taxes | (4,754) | (3,172) |
Income tax benefit | (4,042) | (586) |
Net loss | $ (712) | $ (2,586) |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 22,858 | 18,639 |
Diluted (in shares) | 22,858 | 22,635 |
Loss per common share: | ||
Basic (in dollars per share) | $ (0.03) | $ (0.14) |
Diluted (in dollars per share) | $ (0.03) | $ (0.31) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock |
Beginning balance at Dec. 31, 2018 | $ (18,578) | $ 19 | $ 126,412 | $ (135,160) | $ (9,849) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (2,586) | (2,586) | |||
Stock-based compensation expense | 535 | 911 | (376) | ||
Payment of withholding taxes for net settlement of stock-based awards | (346) | (346) | |||
Ending balance at Mar. 31, 2019 | (20,975) | 19 | 126,977 | (137,746) | (10,225) |
Beginning balance at Dec. 31, 2019 | 28,497 | 23 | 165,527 | (126,912) | (10,141) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (712) | (712) | |||
Stock-based compensation expense | 157 | 165 | (8) | ||
Payment of withholding taxes for net settlement of stock-based awards | (1) | (1) | |||
Ending balance at Mar. 31, 2020 | $ 27,941 | $ 23 | $ 165,691 | $ (127,624) | $ (10,149) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash provided by (used in) operating activities | ||
Net loss | $ (712) | $ (2,586) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization of intangible assets | 763 | 910 |
Depreciation | 1,296 | 1,343 |
Change in value of warrants | 0 | (4,400) |
Stock-based compensation expense | 157 | 535 |
Amortization of financing fees | 116 | 179 |
Deferred income taxes | (390) | (641) |
Other non-cash adjustments, net | (162) | 349 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 45,585 | 16,635 |
Inventory, net | (16,811) | (12,475) |
Prepaid expenses and other assets | (5,530) | (6,542) |
Accounts payable | (8,586) | (104) |
Accrued expenses | 9,694 | 12,719 |
Other noncurrent liabilities | (1,116) | (6,623) |
Net cash provided by (used in) operating activities | 24,304 | (701) |
Cash used in investing activities | ||
Capital expenditures | (779) | (816) |
Other investing activities, net | 7 | 0 |
Net cash used in investing activities | (772) | (816) |
Cash (used in) provided by financing activities | ||
Proceeds from revolving line of credit | 127,560 | 137,298 |
Repayments of revolving line of credit | (150,258) | (135,086) |
Other financing activities, net | (21) | (748) |
Net cash (used in) provided by financing activities | (22,719) | 1,464 |
Net increase (decrease) in cash and restricted cash | 813 | (53) |
Cash at beginning of the period | 3 | 54 |
Cash at end of the period | $ 816 | $ 1 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Other Information | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies and Other Information | Summary of Significant Accounting Policies and Other Information Nature of Business Operations Power Solutions International, Inc. (“Power Solutions,” “PSI” or “the Company”), a Delaware corporation, is a global producer and distributor of a broad range of high-performance, certified, low-emission power systems, including alternative-fueled power systems for original equipment manufacturers (“OEMs”) of off-highway industrial equipment and certain on-road vehicles and large custom-engineered integrated electrical power generation systems. The Company’s customers include large, industry-leading and multinational organizations. The Company’s products and services are sold predominantly to customers throughout North America as well as to customers located throughout the Pacific Rim and Europe. The Company’s power systems are highly engineered, comprehensive systems which, through the Company’s technologically sophisticated development and manufacturing processes, including its in-house design, prototyping, testing and engineering capabilities and its analysis and determination of the specific components to be integrated into a given power system (driven in large part by emission standards and cost considerations), allow the Company to provide its customers with power systems customized to meet specific OEM application requirements, other technical customers’ specifications and requirements imposed by environmental regulatory bodies. The Company’s power system configurations range from a basic engine integrated with appropriate fuel system components to completely packaged power systems that include any combination of cooling systems, electronic systems, air intake systems, fuel systems, housings, power takeoff systems, exhaust systems, hydraulic systems, enclosures, brackets, hoses, tubes and other assembled componentry. The Company also designs and manufactures large, custom-engineered integrated electrical power generation systems for both standby and prime power applications. The Company purchases engines from third-party suppliers and produces internally designed engines, all of which are then integrated into its power systems. Of the other components that the Company integrates into its power systems, a substantial portion consist of internally designed components and components for which it coordinates significant design efforts with third-party suppliers, with the remainder consisting largely of parts that are sourced off-the-shelf from third-party suppliers. Some of the key components (including purchased engines) embody proprietary intellectual property of the Company’s suppliers. As a result of its design and manufacturing capabilities, the Company is able to provide its customers with a power system that can be incorporated into a customer’s specified application. In addition to the certified products described above, the Company sells diesel, gasoline and non-certified power systems and aftermarket components. Stock Ownership and Control Weichai America Corp., a wholly-owned subsidiary of Weichai Power Co., Ltd. (HK2338, SZ000338) (herein collectively referred to as “Weichai”) , currently owns a majority of the outstanding shares of the Company’s Common Stock. As a result, Weichai is able to exercise control over matters requiring stockholders’ approval, including the election of the directors, amendments to the Company’s Charter and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control of the Company or changes in management and will make the approval of certain transactions impractical without the support of Weichai. Weichai currently has three representatives on the Company’s Board of Directors (the “Board”) . Under the Investor Rights Agreement (the “Rights Agreement”) between Weichai and the Company, since Weichai became the majority owner of the Company’s outstanding shares of Common Stock, the Company became required to appoint to the Board an additional individual designated by Weichai, or such additional number of individuals so that Weichai designees constitute the majority of the directors serving on the Board . As of the date of this filing, Weichai has not designated an additional representative to the Board . According to the Rights Agreement , during any period when the Company is a “controlled company” within the meaning of the NASDAQ Stock Market (“NASDAQ”) Listing Rules, it will take such measures as to avail itself of the “controlled company” exemptions available under Rule 5615 of the NASDAQ Listing Rules of Rules 5605(b), (d) and (e). Going Concern Considerations On April 2, 2020, the Company closed on its new senior secured revolving credit facility pursuant to that certain credit agreement, dated as of March 27, 2020, between the Company and Standard Chartered Bank (“Standard Chartered”) , as administrative agent (the “Credit Agreement”) . The Credit Agreement , which allows the Company to borrow up to $130.0 million , matures on March 26, 2021 with an optional 60 -day extension, subject to certain conditions and payment of a 0.25% extension fee. Significant uncertainties exist about the Company’s ability to refinance, extend, or repay its outstanding indebtedness, maintain sufficient liquidity to fund its business activities, and maintain compliance with the covenants and other requirements under the Credit Agreement . Based on the Company’s current forecasts, without additional financing, the Company anticipates that it will not have sufficient cash and cash equivalents to repay the Credit Agreement by March 26, 2021 . Management plans to seek additional liquidity from its current or other lenders before March 26, 2021 . There can be no assurance that the Company’s management will be able to successfully complete a financing on acceptable terms or repay this outstanding indebtedness, when required or if at all. The consolidated financial statements included in this Quarterly Report do not include any adjustments that might result from the outcome of the Company’s efforts to address these issues. Furthermore, if the Company cannot raise capital on acceptable terms, it may not, among other things, be able to do the following: • continue to expand the Company’s research and product investments and sales and marketing organization; • expand operations both organically and through acquisitions; and • respond to competitive pressures or unanticipated working capital requirements. Additionally, as discussed further below, in January 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally. In March 2020, the WHO classified the COVID-19 outbreak as a global pandemic (the “COVID-19 pandemic”), based on the rapid increase in exposure globally. The potential impact of future disruptions to the Company, continued economic uncertainty, and continued depressed crude oil prices and declining rig count levels may have a material adverse impact on the results of operations, financial position, and liquidity of the Company. The Company’s management has concluded that, due to uncertainties surrounding the Company’s future ability to refinance, extend, or repay its outstanding indebtedness, maintain sufficient liquidity to fund its business activities, and maintain compliance with the covenants and other requirements under the Credit Agreement , substantial doubt exists as to its ability to continue as a going concern within one year after the date that these financial statements are issued. The Company’s plans to alleviate the substantial doubt about its ability to continue as a going concern may not be successful, and it may be forced to limit its business activities or be unable to continue as a going concern, which would have a material adverse effect on its results of operations and financial condition. The consolidated financial statements included herein have been prepared assuming that the Company will continue as a going concern and contemplating the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s ability to continue as a going concern is dependent on generating profitable operating results, having sufficient liquidity, maintaining compliance with the covenants and other requirements under the Credit Agreement and refinancing or repaying the indebtedness outstanding under the Credit Agreement . Recent COVID-19 Outbreak and Oil and Gas Market Price Volatility As a result of the COVID-19 pandemic, the global economy has experienced substantial turmoil including impacts from the world financial markets which have experienced a period of significant volatility and overall declines. In addition, due to unprecedented decreases in demand, an oil price war, and economic uncertainty resulting from the COVID-19 pandemic, crude oil prices have declined precipitously as compared to prices at the end of 2019. A significant portion of the Company’s sales and profitability is derived from the sale of products that are used within the oil and gas industry. The Company performs its annual goodwill impairment test as of October 1, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company considered the significant changes in the market due to the COVID-19 pandemic and the oil and gas market price volatility in performing its assessment of whether an interim impairment review was required for any reporting units and determined that a triggering event had occurred for both reporting units as of March 31, 2020. The Company considered both qualitative and quantitative factors in its assessment including the significant amount of headroom resulting from the prior fiscal year’s impairment test and potential changes in key assumptions, including discount rates, expected profitability and long-term growth rates, used in the last fiscal year’s impairment analysis that may have been impacted by the recent market conditions and economic events. Based on this interim assessment, the Company concluded that goodwill was not impaired as of March 31, 2020. The Company has yet to experience significant supply chain interruptions or material cancellations of orders; however, the potential impact of future disruptions, continued economic uncertainty, and continued depressed crude oil prices and declining rig count levels may have a significant adverse impact on the timing of delivery of customer orders and the levels of future customer orders. Accordingly, these adverse impacts may significantly impact the Company’s results of future operations, financial position, and liquidity. Further, it is reasonably possible that these potential adverse impacts may result in the recognition of material impairments or other related charges in future periods as the extent and duration of the impact of the COVID-19 pandemic and resulting effect on the Company’s operations continues to evolve and remains uncertain. The Company has initiated certain contingency actions as a result of the expected significant negative impacts of these factors. As of the date of this Quarterly Report, the Company’s production facility workforce has been reduced to more closely align with current volume trends. In addition, the Company implemented various temporary cost reduction measures, including reduced pay for salaried employees, suspension of the 401(k) match program, and deferred spending on certain R&D programs, among others. The measures with regard to pay for employees and the Company’s 401(k) plan match are anticipated to run through September 30, 2020, at which time the Company will assess market conditions. The Company continues to review operating expenses as part of the contingency planning process. Basis of Presentation and Consolidation The Company is filing this Form 10-Q for the three months ended March 31, 2020 , which contains unaudited consolidated financial statements as of and for the three months ended March 31, 2020 and 2019 . The consolidated financial statements include the accounts of Power Solutions International, Inc. and its wholly-owned subsidiaries and majority-owned subsidiaries in which the Company exercises control. The foregoing financial information was prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. All intercompany balances and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying consolidated financial statements should be read in conjunction with, and have been prepared in accordance with accounting policies reflected in, the consolidated financial statements and related notes, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (“the 2019 Annual Report”) , which should be read in conjunction with the disclosures therein. The Company’s significant accounting policies are described in the aforementioned 2019 Annual Report . Included below are certain updates to those policies. The accompanying interim financial information is unaudited; however, the Company believes the financial information reflects all adjustments (consisting of items of a normal recurring nature) necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP. Operating results for interim periods are not necessarily indicative of annual operating results. The Company operates as one business and geographic operating segment. Operating segments are defined as components of a business that can earn revenue and incur expenses for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker (“CODM”) . The Company’s CODM is its principal executive officer, who decides how to allocate resources and assess performance. A single management team reports to the CODM , who manages the entire business. The Company’s CODM reviews consolidated statements of operations to make decisions, allocate resources and assess performance, and the CODM does not evaluate the profit or loss from any separate geography or product line. Concentrations The following table presents customers individually accounting for more than 10% of the Company’s net sales: For the Three Months Ended March 31, 2020 2019 Customer A 15 % 17 % Customer B 10 % ** Customer C 14 % ** The following table presents customers individually accounting for more than 10% of the Company’s accounts receivable: As of March 31, 2020 As of December 31, 2019 Customer A 16 % ** Customer B 17 % ** Customer C ** 49 % The following table presents suppliers individually accounting for more than 10% of the Company’s purchases: For the Three Months Ended March 31, 2020 2019 Supplier A 11 % 16 % Supplier B ** 12 % ** Less than 10% of the total Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions include the valuation of allowances for uncollectible receivables, inventory reserves, warranty reserves, stock-based compensation, evaluation of goodwill, other intangibles, plant and equipment for impairment, and determination of useful lives of long-lived assets. Actual results could materially differ from those estimates. Research and Development Research and development (“R&D”) expenses are expensed when incurred. R&D expenses consist primarily of wages, materials, testing and consulting related to the development of new engines, parts and applications. These costs were $6.4 million and $5.8 million for the three months ended March 31, 2020 and 2019 , respectively. Inventories The Company’s inventories consist primarily of engines and parts. Engines are valued at the lower of cost plus estimated freight-in or net realizable value. Parts are valued at the lower of cost or net realizable value. Net realizable value approximates replacement cost. Cost is principally determined using the first-in, first-out method and includes material, labor and manufacturing overhead. It is the Company’s policy to review inventories on a continuing basis for obsolete, excess and slow-moving items and to record valuation adjustments for such items in order to eliminate non-recoverable costs from inventory. Valuation adjustments are recorded in an inventory reserve account and reduce the cost basis of the inventory in the period in which the reduced valuation is determined. Inventory reserves are established based on quantities on hand, usage and sales history, customer orders, projected demand and utilization within a current or future power system. Specific analysis of individual items or groups of items is performed based on these same criteria, as well as on changes in market conditions or any other identified conditions. Inventories consist of the following: (in thousands) Inventories As of March 31, 2020 As of December 31, 2019 Raw materials $ 105,750 $ 90,677 Work in process 4,426 2,007 Finished goods 18,641 19,119 Total inventories 128,817 111,803 Inventory allowance (3,217 ) (2,964 ) Inventories, net $ 125,600 $ 108,839 Activity in the Company’s inventory allowance was as follows: (in thousands) For the Three Months Ended March 31, Inventory Allowance 2020 2019 Balance at beginning of period $ 2,964 $ 5,730 Charged to expense 526 314 Write-offs (273 ) (235 ) Balance at end of period $ 3,217 $ 5,809 Other Accrued Liabilities Other accrued liabilities consisted of the following: (in thousands) Other Accrued Liabilities As of March 31, 2020 As of December 31, 2019 Accrued product warranty $ 14,027 $ 17,142 Litigation reserves * 5,420 5,020 Contract liabilities 36,670 26,898 Accrued compensation and benefits 6,515 6,599 Operating lease liabilities 3,732 3,789 Accrued interest expense 1,759 1,087 Other 7,475 5,495 Total $ 75,598 $ 66,030 * As of March 31, 2020 and December 31, 2019 , litigation reserves primarily consisted of reserves related to ongoing government investigations and the settlement of the Federal Derivative Litigation. The Company concluded that insurance recovery was probable related to $2.2 million and $1.9 million of the litigation reserves as of March 31, 2020 and December 31, 2019 , respectively, and recognized full recovery of the settlement amounts in Prepaid expenses and other current assets . See Note 9. Commitments and Contingencies for additional information. Warranty Costs The Company offers a standard limited warranty on the workmanship of its products that in most cases covers defects for a defined period. Warranties for certified emission products are mandated by the U.S. Environmental Protection Agency (the “EPA”) and/or the California Air Resources Board (the “CARB”) and are longer than the Company’s standard warranty on certain emission related products. The Company’s products also carry limited warranties from suppliers. The Company’s warranties generally apply to engines fully manufactured by the Company and to the modifications the Company makes to supplier base products. Costs related to supplier warranty claims are generally borne by the supplier and passed through to the end customer. Warranty estimates are based on historical experience and represent the projected cost associated with the product. A liability and related expense are recognized at the time products are sold. The Company adjusts estimates when it is determined that actual costs may differ from initial or previous estimates. Accrued product warranty activities are presented below: (in thousands) For the Three Months Ended March 31, Accrued Product Warranty 2020 2019 Balance at beginning of period $ 25,501 $ 23,101 Current year provision 2,325 1,467 Changes in estimates for preexisting warranties * 661 2,730 Payments made during the period (3,926 ) (1,579 ) Balance at end of period 24,561 25,719 Less: Current portion 14,027 18,062 Noncurrent accrued product warranty $ 10,534 $ 7,657 * Change in estimates for preexisting warranties reflect changes in the Company’s estimate of warranty costs for products sold in prior periods. Such adjustments typically occur when claims experience deviates from historic and expected trends. The Company’s warranty liability is generally affected by failure rates, repair costs and the timing of failures. Future events and circumstances related to these factors could materially change the estimates and require adjustments to the warranty liability. In addition, new product launches require a greater use of judgment in developing estimates until historical experience becomes available. In the first quarter of 2020 and 2019, the Company recorded charges for changes in estimates of preexisting warranties of $0.7 million , or $0.03 per diluted share, and $2.7 million , or $0.12 per diluted share, respectively. Recently Issued Accounting Pronouncements – Adopted In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This guidance requires the use of existing accounting guidance applicable to software developed for internal use to be applied to cloud computing service contracts’ implementation costs. The costs capitalized would be amortized over the life of the agreement, including renewal option periods likely to be used. The Company adopted the standard effective January 1, 2020 on a prospective basis. There was no impact on the Company’s financial statements including the related notes as a result of adopting the guidance. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which both reduces and expands selected disclosure requirements. The principal changes expected to impact the Company’s disclosure are requirements to disclose the range and weighted average of each of the significant unobservable items and the way the weighted average of a range is calculated for items in the “table of significant unobservable inputs.” The guidance also requires disclosure of changes in unrealized gains and losses in other comprehensive income and removes requirements regarding, among other items, disclosure of the valuation process for Level 3 measurements. The Company adopted the guidance on January 1, 2020. There was no impact on the Company’s financial statements including the related notes as a result of adopting the guidance. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment , which eliminated the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The Company adopted the guidance on January 1, 2020 on a prospective basis. There was no impact on the Company’s financial statements including the related notes as a result of adopting the guidance. Recently Issued Accounting Pronouncements – Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which applies primarily to the Company’s accounts receivable impairment loss allowances. The guidance provides a revised model whereby the current expected credit losses are used to compute impairment of financial instruments. The new model requires evaluation of historical experience and various current and expected factors, which may affect the estimated amount of losses and requires determination of whether the affected financial instruments should be grouped in units of account. The guidance, as originally issued, was effective for fiscal years beginning after December 15, 2019. In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates , which deferred the effective dates of these standards for certain entities. Based on the guidance, the effective date of ASU 2016-13 is deferred for the Company until fiscal year 2023. The Company currently plans to adopt the guidance on January 1, 2023 when it becomes effective. The Company is continuing to assess the impact of the standard on its financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The following table summarizes net sales by end market: (in thousands) For the Three Months Ended March 31, End Market 2020 2019 Energy $ 50,084 $ 45,648 Industrial 37,131 50,587 Transportation 17,882 19,552 Total $ 105,097 $ 115,787 The following table summarizes net sales by geographic area: (in thousands) For the Three Months Ended March 31, Geographic Area 2020 2019 North America $ 94,520 $ 97,679 Pacific Rim 6,454 12,625 Europe 2,657 3,377 Other 1,466 2,106 Total $ 105,097 $ 115,787 Contract Balances Most of the Company’s contracts are for a period of less than one year; however, certain long-term manufacturing and extended warranty contracts extend beyond one year. The timing of revenue recognition may differ from the time of invoicing to customers and these timing differences result in contract assets or contract liabilities on the Company’s Consolidated Balance Sheets. Contract assets include amounts related to the contractual right to consideration for completed performance when the right to consideration is conditional. The Company records contract liabilities when cash payments are received or due in advance of performance. Contract assets and contract liabilities are recognized at the contract level. (in thousands) As of March 31, 2020 As of December 31, 2019 Short-term contract assets (included in Prepaid expenses and other current assets ) $ 4,623 $ 694 Short-term contract liabilities (included in Other accrued liabilities ) (36,670 ) (26,898 ) Long-term contract liabilities (included in Noncurrent contract liabilities ) (16,695 ) (17,998 ) Net contract liabilities $ (48,742 ) $ (44,202 ) During the three months ended March 31, 2020 and 2019 , the Company recognized $3.0 million and $0.7 million , respectively, of revenue upon satisfaction of performance obligations related to amounts that were included in the net contract liabilities balance as of December 31, 2019 and 2018, respectively. The increase in the contract asset during the first quarter of 2020 is related to performance completed and revenue recognized under certain contracts but for which the Company’s right to consideration is conditional at the end of the period. The increase in the contract liabilities during the first quarter of 2020 is primarily related to prepayments for certain engines by a customer under a long-term supply agreement. Remaining Performance Obligations For performance obligations that extend beyond one year, the Company had $52.7 million of remaining performance obligations as of March 31, 2020 . The Company expects to recognize revenue related to these remaining performance obligations of approximately $23.5 million in the remainder of 2020 , $26.8 million in 2021 , $0.7 million in 2022 , $0.7 million in 2023 , $0.7 million in 2024 and $0.3 million in 2025 and beyond . |
Weichai Transactions
Weichai Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Weichai Transactions | Weichai Transactions Weichai Warrant In September 2018, Weichai’s stock purchase warrant (the “ Weichai Warrant ”) was amended under the terms of a second amended and restated warrant (“Amended and Restated Warrant”) to defer its exercise date to a 90 -day period commencing April 1, 2019, to adjust the exercise price to a price per share of the Company’s Common Stock equal to the lesser of (i) 50% of the Volume-Weighted Average Price (“VWAP”) during the 20 consecutive trading day period preceding October 1, 2018 and (ii) 50% of the VWAP during the 20 consecutive trading day period preceding the date of exercise, subject to an adjustment that could reduce the exercise price by up to $15.0 million . In the event that the adjustment exceeded the exercise price, the excess would be due to the warrant holder. The Weichai Warrant was a freestanding derivative financial instrument that was not indexed solely to the Company’s Common Stock due to the Weichai Warrant ’s exercise terms. Changes in value of the Weichai Warrant resulted in a gain of $4.4 million reported in Gain from change in fair value of warrants in the Company’s Consolidated Statement of Operations for the three months ended March 31, 2019 . On April 23, 2019, Weichai exercised the Weichai Warrant resulting in the Company issuing 4,049,759 shares of the Company’s Common Stock and Weichai becoming the owner of 51.5% of the outstanding shares of the Company’s Common Stock, as of such date. The exercise proceeds for the warrants of $1.6 million were based on 50% of the VWAP during the 20 consecutive trading day period preceding April 23, 2019 and the $15.0 million reduction in the exercise price described above. The Company recorded net expense of $1.4 million during 2019 for changes in the value of the Weichai Warrant inclusive of the impact of the exercise. Weichai Collaboration Arrangement and Related Party Transactions The Company and Weichai executed a strategic collaboration agreement (the “Collaboration Agreement”) on March 20, 2017, in order to achieve their respective strategic objectives and enhance the strategic cooperation alliance to share experiences, expertise and resources. Among other things, the Collaboration Agreement established a joint steering committee, permitted Weichai to second a limited number of certain technical, marketing, sales, procurement and finance personnel to work at the Company and established several collaborations, related to stationary natural-gas applications and Weichai diesel engines. The Collaboration Agreement provided for the steering committee to create various sub-committees with operating roles and otherwise governs the treatment of intellectual property of parties prior to the collaboration and the intellectual property developed during the collaboration. The Collaboration Agreement had a term of three years that was set to expire in March 2020. On March 26, 2020, the Collaboration Agreement was extended for an additional term of three years . The Company evaluates whether an arrangement is a collaborative arrangement at its inception based on the facts and circumstances specific to the arrangement. The Company also reevaluates whether an arrangement qualifies or continues to qualify as a collaborative arrangement whenever there is a change in either the roles of the participants or the participants’ exposure to significant risks and rewards dependent on the ultimate commercial success of the endeavor. For those collaborative arrangements where it is determined that the Company is the principal participant, costs incurred, and revenue generated from third parties are recorded on a gross basis in the financial statements. For the three months ended March 31, 2020 and 2019 , the Company’s sales to Weichai were immaterial in both periods, while purchases of inventory from Weichai were $5.1 million and $0.8 million , respectively. As of March 31, 2020 , and December 31, 2019 , the Company had immaterial receivables from Weichai and outstanding payables to Weichai of $11.1 million and $5.9 million , respectively. Stockholders’ Equity Common and Treasury Stock The changes in shares of Common and Treasury Stock are as follows: (in thousands) Common Shares Issued Treasury Stock Shares Common Shares Outstanding Balance as of January 1, 2020 23,117 260 22,857 Net shares issued for Stock awards — (1 ) 1 Balance as of March 31, 2020 23,117 259 22,858 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment by type were as follows: (in thousands) As of March 31, 2020 As of December 31, 2019 Property, Plant and Equipment Leasehold improvements $ 6,783 $ 6,745 Machinery and equipment 42,108 41,243 Construction in progress 1,492 1,679 Total property, plant and equipment, at cost 50,383 49,667 Accumulated depreciation (27,672 ) (26,473 ) Property, plant and equipment, net $ 22,711 $ 23,194 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill The carrying amount of goodwill at both March 31, 2020 and December 31, 2019 was $29.8 million . Accumulated impairment losses at both March 31, 2020 and December 31, 2019 were $11.6 million . See Note 1. Summary of Significant Accounting Policies and Other Information for additional discussion of the Company’s impairment considerations related to the impacts of the COVID-19 pandemic and the oil and gas market price volatility. Other Intangible Assets Components of intangible assets are as follows: (in thousands) As of March 31, 2020 Gross Carrying Value Accumulated Amortization Net Book Value Customer relationships $ 34,940 $ (22,957 ) $ 11,983 Developed technology 700 (616 ) 84 Trade names and trademarks 1,700 (1,159 ) 541 Total $ 37,340 $ (24,732 ) $ 12,608 (in thousands) As of December 31, 2019 Gross Carrying Value Accumulated Amortization Net Book Value Customer relationships $ 34,940 $ (22,236 ) $ 12,704 Developed technology 700 (605 ) 95 Trade names and trademarks 1,700 (1,127 ) 573 Total $ 37,340 $ (23,968 ) $ 13,372 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s outstanding debt consisted of the following: (in thousands) As of March 31, 2020 As of December 31, 2019 Short-term financing: Wells Fargo revolving credit facility $ 16,829 $ 39,527 Long-term debt: Unsecured senior notes $ 55,000 $ 55,000 Finance leases and other debt 1,173 1,087 Unamortized debt issuance costs (119 ) (235 ) Total long-term debt and finance leases 56,054 55,852 Less: Current maturities of long-term debt and finance leases 55,158 195 Long-term debt $ 896 $ 55,657 Certain events of default (including delinquent filing of annual and periodic reports related to fiscal year 2019 with the SEC and material weaknesses in the control environment) occurred with respect to the Company’s credit agreements. While waivers were obtained or debt was renegotiated in prior periods with the respective lenders, absent such waivers the debt would have been in breach of covenants. The Company pledged substantially all of its tangible and intangible assets, including inventory, receivables and fixed assets, as collateral under the Wells Fargo Credit Agreement . Credit Agreement On April 2, 2020, the Company closed on its new senior secured revolving credit facility pursuant to that certain credit agreement, dated as of March 27, 2020, by and between the Company and Standard Chartered Bank (“Standard Chartered”) as administrative agent (the “Credit Agreement”) . The Credit Agreement allows the Company to borrow up to $130.0 million and matures on March 26, 2021 with an optional 60 -day extension, subject to certain conditions and payment of a 0.25% extension fee. Borrowings under the Credit Agreement bear interest at either the base rate as defined in the Credit Agreement or the London Interbank Offered Rate (“LIBOR”) plus 2.00% per annum, and the Company is required to pay a 0.25% commitment fee on the average daily unused portion of the revolving credit facility under the Credit Agreement . The Credit Agreement is secured by substantially all of the Company’s assets and includes certain financial covenants as well as a change of control provision. On April 2, 2020, the Company borrowed $95.0 million under the Credit Agreement and utilized the funds (i) to repay the outstanding balance of $16.8 million on the revolving credit agreement between the Company and Wells Fargo Bank, N.A. (the “ Wells Fargo Credit Agreement ”), (ii) to fully redeem and discharge $55.0 million in aggregate outstanding principal amount of its unsecured notes due June 2020 (the “ Unsecured Senior Notes ”) and pay related interest, and (iii) for general corporate purposes. The Wells Fargo Credit Agreement was terminated in connection with repayment of the outstanding balance. The Company will recognize a loss on the extinguishment of the Wells Fargo Credit Agreement and the Unsecured Senior Notes of $0.5 million related to premiums to early retire the Unsecured Senior Notes and unamortized debt issuance costs. The Company will defer debt issuance costs related to the closing of the Credit Agreement of $2.0 million . On April 29, 2020, the Company borrowed an additional $35.0 million under the Credit Agreement , which is the remaining portion of availability, providing the Company with greater financial flexibility. As of May 31, 2020, the Company had borrowings outstanding of $130.0 million under the Credit Agreement and cash and cash equivalents of $35.5 million . The Wells Fargo Credit Agreement maturity date was the earlier of March 31, 2021, or 60 days prior to the final maturity of the Unsecured Senior Notes , which were to mature on June 30, 2020, resulting in a maturity date of May 1, 2020 for the Wells Fargo Credit Agreement . |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases Leases The Company has obligations under lease arrangements primarily for facilities, equipment and vehicles. These leases have original lease periods expiring between March 2020 and August 2039. For the three months ended March 31, 2020 and 2019 , the Company recorded lease expense for both periods of $1.8 million within Cost of sales , $0.1 million within Research, development, and engineering , $0.1 million within Selling, general and administrative and less than $0.1 million within Interest expense on the Consolidated Statements of Operations. The following table summarizes the components of lease expense: (in thousands) For the Three Months Ended March 31, 2020 2019 Operating lease cost $ 1,379 $ 1,401 Finance lease cost Amortization of right-of-use (“ROU”) asset 52 24 Interest expense 13 7 Short-term lease cost 110 143 Variable lease cost 423 455 Total lease cost $ 1,977 $ 2,030 The following table presents supplemental cash flow information related to leases: (in thousands) For the Three Months Ended March 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows paid for operating leases $ 1,373 $ 1,146 Operating cash flows paid for interest portion of finance leases 13 7 Financing cash flows paid for principal portion of finance leases 48 22 Right-of-use assets obtained in exchange for lease obligations Operating leases — 37 Finance leases — 83 As of March 31, 2020 and December 31, 2019 , the weighted-average remaining lease term was 6.6 years and 6.7 years for operating leases and 4.3 years and 4.5 years for finance leases, respectively. The weighted-average discount rate was 7.2% for operating leases and 6.8% for finance leases as of both March 31, 2020 and December 31, 2019 . The following table presents supplemental balance sheet information related to leases: (in thousands) March 31, 2020 December 31, 2019 Operating lease ROU assets, net 1 $ 19,692 $ 20,677 Operating lease liabilities, current 2 3,732 3,789 Operating lease liabilities, non-current 3 16,783 17,679 Total operating lease liabilities $ 20,515 $ 21,468 Finance lease ROU assets, net 1 $ 695 $ 777 Finance lease liabilities, current 2 189 195 Finance lease liabilities, non-current 3 576 617 Total finance lease liabilities $ 765 $ 812 1. Included in Other noncurrent assets for operating leases and Property, plant and equipment, net for finance leases on the Consolidated Balance Sheets. 2. Included in Other accrued liabilities for operating leases and Current maturities of long-term debt for finance leases on the Consolidated Balance Sheets. 3. Included in Other noncurrent liabilities for operating leases and Long-term debt, net of current maturities for finance leases on the Consolidated Balance Sheets. The following table presents maturity analysis of lease liabilities as of March 31, 2020 : (in thousands) Operating Leases Finance Leases Nine months ending December 31, 2020 $ 3,852 $ 182 Year ending December 31, 2021 4,841 243 Year ending December 31, 2022 4,680 175 Year ending December 31, 2023 3,247 101 Year ending December 31, 2024 1,813 82 Thereafter 7,389 96 Total undiscounted lease payments 25,822 879 Less: imputed interest 5,307 114 Total lease liabilities $ 20,515 $ 765 |
Leases | Leases Leases The Company has obligations under lease arrangements primarily for facilities, equipment and vehicles. These leases have original lease periods expiring between March 2020 and August 2039. For the three months ended March 31, 2020 and 2019 , the Company recorded lease expense for both periods of $1.8 million within Cost of sales , $0.1 million within Research, development, and engineering , $0.1 million within Selling, general and administrative and less than $0.1 million within Interest expense on the Consolidated Statements of Operations. The following table summarizes the components of lease expense: (in thousands) For the Three Months Ended March 31, 2020 2019 Operating lease cost $ 1,379 $ 1,401 Finance lease cost Amortization of right-of-use (“ROU”) asset 52 24 Interest expense 13 7 Short-term lease cost 110 143 Variable lease cost 423 455 Total lease cost $ 1,977 $ 2,030 The following table presents supplemental cash flow information related to leases: (in thousands) For the Three Months Ended March 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows paid for operating leases $ 1,373 $ 1,146 Operating cash flows paid for interest portion of finance leases 13 7 Financing cash flows paid for principal portion of finance leases 48 22 Right-of-use assets obtained in exchange for lease obligations Operating leases — 37 Finance leases — 83 As of March 31, 2020 and December 31, 2019 , the weighted-average remaining lease term was 6.6 years and 6.7 years for operating leases and 4.3 years and 4.5 years for finance leases, respectively. The weighted-average discount rate was 7.2% for operating leases and 6.8% for finance leases as of both March 31, 2020 and December 31, 2019 . The following table presents supplemental balance sheet information related to leases: (in thousands) March 31, 2020 December 31, 2019 Operating lease ROU assets, net 1 $ 19,692 $ 20,677 Operating lease liabilities, current 2 3,732 3,789 Operating lease liabilities, non-current 3 16,783 17,679 Total operating lease liabilities $ 20,515 $ 21,468 Finance lease ROU assets, net 1 $ 695 $ 777 Finance lease liabilities, current 2 189 195 Finance lease liabilities, non-current 3 576 617 Total finance lease liabilities $ 765 $ 812 1. Included in Other noncurrent assets for operating leases and Property, plant and equipment, net for finance leases on the Consolidated Balance Sheets. 2. Included in Other accrued liabilities for operating leases and Current maturities of long-term debt for finance leases on the Consolidated Balance Sheets. 3. Included in Other noncurrent liabilities for operating leases and Long-term debt, net of current maturities for finance leases on the Consolidated Balance Sheets. The following table presents maturity analysis of lease liabilities as of March 31, 2020 : (in thousands) Operating Leases Finance Leases Nine months ending December 31, 2020 $ 3,852 $ 182 Year ending December 31, 2021 4,841 243 Year ending December 31, 2022 4,680 175 Year ending December 31, 2023 3,247 101 Year ending December 31, 2024 1,813 82 Thereafter 7,389 96 Total undiscounted lease payments 25,822 879 Less: imputed interest 5,307 114 Total lease liabilities $ 20,515 $ 765 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. Observable inputs are developed based on market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about valuation based on the best information available in the circumstances. Depending on the inputs, the Company classifies each fair-value measurement as follows: • Level 1 – based on quoted prices in active markets for identical assets or liabilities; • Level 2 – based on other significant observable inputs for the assets or liabilities through corroborations with market data at the measurement date; and • Level 3 – based on significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. Financial Instruments Measured at Carrying Value Debt The Company measured the Wells Fargo Credit Agreement and the Unsecured Senior Notes at original carrying value including accrued interest, net of unamortized deferred financing costs and fees. The fair value of the revolving credit facility approximated carrying value, as it consisted of short-term variable rate loans. The fair value measurement of the Unsecured Senior Notes was defined as Level 3 in the three-level fair value hierarchy, as the inputs to their valuation were not all market observable. As of March 31, 2020, the Company estimated the fair value of the Unsecured Senior Notes at their face value as the Unsecured Senior Notes were extinguished on April 2, 2020 as further discussed in Note 6. Debt . (in thousands) As of March 31, 2020 Carrying Value Fair Value Level 1 Level 2 Level 3 Wells Fargo Credit Agreement $ 16,829 $ — $ 16,829 $ — Unsecured Senior Notes 54,881 — — 55,000 (in thousands) As of December 31, 2019 Carrying Value Fair Value Level 1 Level 2 Level 3 Wells Fargo Credit Agreement $ 39,527 $ — $ 39,527 $ — Unsecured Senior Notes 54,765 — — 54,600 Financial Instruments Measured at Fair Value Warrants The following table summarizes changes in the estimated fair value of the Company’s warrant liability: (in thousands) For the Three Months Ended March 31, 2019 Balance at beginning of period $ 35,100 Change in value of warrants * (4,400 ) Balance at end of period $ 30,700 * The change in value of the warrant liability is presented as Gain from change in fair value of warrants in the Company’s Consolidated Statement of Operations. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies The legal matters discussed below and others could result in losses, including damages, fines, civil penalties and criminal charges, which could be substantial. The Company records accruals for these contingencies to the extent the Company concludes that a loss is both probable and reasonably estimable. Regarding the matters disclosed below, unless otherwise disclosed, the Company has determined that liabilities associated with these legal matters are reasonably possible; however, unless otherwise stated, the possible loss or range of possible loss cannot be reasonably estimated. Given the nature of the litigation and investigations and the complexities involved, the Company is unable to reasonably estimate a possible loss for all such matters until the Company knows, among other factors, the following: • what claims, if any, will survive dispositive motion practice; • the extent of the claims, particularly when damages are not specified or are indeterminate; • how the discovery process will affect the litigation; • the settlement posture of the other parties to the litigation; and • any other factors that may have a material effect on the litigation or investigation. However, the Company could incur judgments, enter into settlements or revise its expectations regarding the outcome of certain matters, and such developments could have a material adverse effect on the Company’s results of operations in the period in which the amounts are accrued and/or liquidity in the period in which the amounts are paid. Securities and Exchange Commission and United States Attorney’s Office for the Northern District of Illinois Investigations In August 2016, the Chicago Regional Office of the SEC commenced an investigation focused on, among other things, the Company’s financial reporting, misapplication of U.S. GAAP , revenue recognition practices and related conduct, which resulted in the accounting errors giving rise to the financial restatements reported in prior SEC filings. In 2016, the United States Attorney's Office for the Northern District of Illinois (the “USAO”) began conducting a parallel investigation regarding these matters. The Company is fully cooperating with the SEC and the USAO in their investigations. The Company is engaged in ongoing discussions with the SEC and the USAO regarding resolutions of these matters. If the SEC or the USAO determines that the Company violated federal securities or other laws and institutes civil enforcement or criminal proceedings, the Company may become subject to civil or criminal sanctions, including, but not limited to, criminal or civil charges, fines, other monetary penalties, injunctive relief and compliance conditions imposed by a court or agreement, which may have a material adverse effect on the financial condition, results of operations or cash flows of the Company. Federal Derivative Litigation In February 2017, Travis Dorvit filed a putative stockholder derivative action in the U.S. District Court for the Northern District of Illinois, captioned Dorvit v. Winemaster, et al. , No. 1:17-cv-01097 (N.D. Ill.) (the “ Dorvit Action”), against certain of the Company’s current and former officers and directors. The complaint asserted claims for breach of fiduciary duty and unjust enrichment arising from the same matters at issue in the consolidated case captioned Guinta v. Power Solutions International, Inc., No. 1:16-cv-09599 (N.D.Ill.), which had alleged violations of Sections 10(b) and 20(a) of the Exchange Act arising from public filings, press releases and conference calls between February 2014 and February 2017, and which was settled in May 2019 (hereinafter, the “ Giunta Action”). In April 2018, Michael Martin filed a second putative stockholder derivative action, captioned Martin v. Winemaster, et al. , No. 18-CV-2386 (N.D. Ill.) (the “ Martin Action”), in the same court against certain of the Company’s current and former officers and directors. In July 2018, the court consolidated the Martin Action and the Dorvit Action. In July 2018, the plaintiffs in the consolidated Dorvit and Martin Actions filed an amended consolidated complaint (the “Second Amended Complaint”) against certain of the Company’s current and former officers and directors, who are indemnified by the Company as to their legal fees and defense costs. The Second Amended Complaint asserts claims for breach of fiduciary duty, unjust enrichment, corporate waste and failure to hold an annual stockholders’ meeting, and it seeks an unspecified amount of damages, an order compelling the Company to hold an annual stockholders’ meeting and an award of costs, including reasonable attorneys’ fees and expenses. In April 2019, the parties reached an agreement in principle to settle the litigation for approximately $1.9 million (“Settlement Amount”) , half of which will be used to pay certain defense costs on behalf of the Company, and the remaining half of which the plaintiffs sought as an award of their attorneys’ fees and expenses in connection with the benefit conferred by the settlement. The settlement was approved by the court in August 2019 over two objections, including from the plaintiffs in the McClenney Action (defined below). Plaintiffs in the McClenney Action appealed the court’s order approving the settlement. On February 28, 2020, the U.S. Court of Appeals for the Seventh Circuit affirmed the district court’s approval of the settlement. Absent an extension, the plaintiffs in the McClenney Action have until July 27, 2020 to seek further review in the U.S. Supreme Court. The Company’s insurers made a payment of half of the Settlement Amount in September 2019 toward the fulfillment of the plaintiff’s award of attorneys’ fees and expenses, and the insurers have allocated the remaining half of the Settlement Amount toward the payment of certain defense costs consistent with the terms of the settlement. The Company had accrued for the settlement in Other accrued liabilities and for the full insurance recovery of the Settlement Amount in Prepaid expenses and other current assets as of December 31, 2019 . State Derivative Litigation In May 2017, Lewis McClenney filed a putative stockholder derivative action in the Chancery Division of the Circuit Court of Cook County, Illinois, captioned McClenney v. Winemaster, et al. , No. 2017-CH-06481 (the “ McClenney Action”), against certain of the Company’s current and former officers and directors. The McClenney Action asserted claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and corporate waste arising from the same matters at issue in the Giunta Action. On the same day that the McClenney Action was filed, Sara Rebscher also filed a putative stockholder derivative action in the same court, captioned Rebscher v. Winemaster, et al. , No. 2017-CH-06517 (the “ Rebscher Action”). The Rebscher Action asserts claims for breach of fiduciary duty and unjust enrichment against certain of the Company’s current and former officers and directors, arising from the same matters at issue in the Giunta Action. Additionally, the complaint in the Rebscher Action asserts a claim for professional negligence and accounting malpractice against the Company’s former auditor, RSM U.S. LLP (“RSM”) . In July 2017, the court consolidated the McClenney Action and the Rebscher Action. Subsequently, the court appointed Rebscher as lead plaintiff and designated the Rebscher Action as the operative complaint. In November 2018, the court granted the Company’s motion to dismiss the consolidated case with prejudice on the grounds that it is duplicative of the Dorvit and Martin Actions. Plaintiffs moved for reconsideration of the court’s decision, which the court denied in January 2019. In February 2019, plaintiffs filed a notice of appeal from the court’s order dismissing the case. In December 2019, the Illinois Appellate Court affirmed the dismissal of the McClenney Action. Plaintiffs did not seek rehearing in the Illinois Appellate Court and did not petition for leave to appeal to the Illinois Supreme Court. Jerome Treadwell v. the Company In October 2018, a putative class-action complaint was filed against the Company and NOVAtime Technology, Inc. (“NOVAtime”) in the Circuit Court of Cook County, Illinois. In December 2018, NOVAtime removed the case to the U.S. District Court for the Northern District of Illinois, Eastern Division under the Class Action Fairness Act. Plaintiff has since voluntarily dismissed NOVAtime from the lawsuit without prejudice and filed an amended complaint in April 2019. The operative, amended complaint asserts violations of the Illinois Biometric Information Privacy Act (“BIPA”) in connection with employees’ use of the time clock to clock in and clock out using a finger scan and seeks statutory damages, attorneys’ fees, and injunctive and equitable relief. An aggrieved party under BIPA may recover (i) $1,000 per violation if the Company is found to have negligently violated BIPA or (ii) $5,000 per violation if the Company is found to have intentionally or recklessly violated BIPA plus reasonable attorneys’ fees. In May 2019, the Company filed its motion to dismiss the plaintiff’s amended complaint. In December 2019, the court denied the Company’s motion to dismiss. In January 2020, the Company moved for reconsideration of the court’s order denying the motion to dismiss, or in the alternative, to stay the case pending the Illinois Appellate Court’s ruling in McDonald v. Symphony Healthcare on a legal question that would be potentially dispositive in this matter. In February 2020, the court denied the Company’s motion for reconsideration, but required the parties to submit additional briefing on the Company’s motion to stay. On April 1, 2020, the Court granted the Company’s motion to stay and stayed the case pending the Illinois Appellate Court’s ruling in McDonald v. Symphony Healthcare . The Company intends to vigorously defend against this action. At this time, the Company is unable to predict the outcome of this matter or meaningfully quantify how the final resolution of this matter may impact its results of operations, financial condition or cash flows. Don Wilkins v. the Company In April 2017, Don Wilkins, former VP of Advanced Product Development for the Company, filed a two-count complaint alleging breach of contract by the Company and violation of the Illinois Wage Payment and Collections Act (“IWPCA”) by the Company and its former CEO, Gary Winemaster (the “Wilkins Complaint”). The Wilkins Complaint claims the Company did not have cause to terminate Mr. Wilkins’ Employment and Confidentiality Agreement (the “Wilkins Agreement”), executed January 6, 2012, and that the Company and Mr. Winemaster violated the IWPCA by failing to pay him accrued but unpaid vacation and earned commissions. The Wilkins Complaint seeks damages including a $2.0 million bonus entitlement in the Wilkins Agreement, guaranteed annual salary to increase at 1.5 times the Consumer Price Index per year from the termination date to the end-date of the Wilkins Agreement, December 31, 2020, and 20,000 shares of restricted stock granted to him in 2013 with a vesting schedule through 2020. In June 2017, the Company and Mr. Winemaster answered the complaint and asserted numerous defenses. The Company also asserted counterclaims against Mr. Wilkins including violation of the Illinois Trade Secrets Act, breach of the Wilkins Agreement, breach of fiduciary duty, and spoliation. In January 2019, Wilkins voluntarily dismissed with prejudice his claims for unpaid commissions and vacation against the Company and Mr. Winemaster, subject to the parties’ confidential settlement agreement of those claims. In February 2020, the Company filed a motion for protective order or to stay the litigation, which the Court denied on April 7, 2020. On May 7, 2020, the parties reached an agreement to settle all remaining claims for a $1.1 million payment (“Wilkins Settlement Amount”) to Mr. Wilkins. The Company will contribute $0.9 million of the Wilkins Settlement Amount which was reserved during the first quarter of 2019. The remaining amount of the settlement will be contributed by the Company’s insurance provider. Mast Powertrain v. the Company On February 21, 2020, the Company received a demand for arbitration from Mast Powertrain, LLC (“Mast”) pursuant to a development agreement entered into on December 20, 2011 (the “Development Agreement”). Mast claimed that it is owed more than $9.0 million in royalties for products sold by the Company pursuant to the Development Agreement. The Company has disputed Mast’s damages, denied that any royalties are owed to Mast, denied any liability, and counterclaimed for overpayment on invoices paid to Mast. The parties are in the beginning stages of arbitration and discussions for resolution. At this time, the Company is unable to predict the outcome of this matter or meaningfully quantify how the final resolution of this matter may impact its results of operations, financial condition or cash flows. Indemnification Agreements Under the Company’s bylaws and certain indemnification agreements, the Company has obligations to indemnify current and former officers and directors and certain current and former employees. As a result of cumulative legal fees and settlements previously paid, the Company fully exhausted its primary directors and officers insurance coverage of $30.0 million during the first quarter of 2020. Additional expenses currently expected to be incurred and that will occur in the future and/or liabilities that may be imposed in connection with actions against certain of the Company’s past and present directors and officers and certain current and former employees who are entitled to indemnification will be funded by the Company with its existing cash resources. The Company accrues for such costs as incurred within Selling, general and administrative expenses in the Company’s Consolidated Statements of Operations. At this time, the Company is not able to estimate the impact of these obligations due to the actions ongoing; however, the impact may be material to the Company’s results of operations, financial condition, and cash flows. Other Commitments At March 31, 2020 , the Company had seven outstanding letters of credit totaling $3.0 million . The letters of credit primarily serve as collateral for the Company for certain facility leases and insurance policies. The Company has arrangements with certain suppliers that require it to purchase minimum volumes or be subject to monetary penalties. As of March 31, 2020 , if the Company were to stop purchasing from each of these suppliers, the aggregate amount of the penalty would be approximately $5.6 million . Most of these arrangements enable the Company to secure supplies of critical components. The Company does not currently anticipate any penalties under these contracts; however, given the significant declines in oil prices in early 2020 and the impacts of the COVID-19 pandemic, the Company is evaluating the impact of potential future purchase volume reductions. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On a quarterly basis, the Company computes an estimated annual effective tax rate considering ordinary income and related income tax expense. Ordinary income refers to income (loss) before income tax expense excluding significant, unusual or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is recorded in the interim period in which it occurs. The Company has assessed the need to maintain a valuation allowance for deferred tax assets based on an assessment of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance. In assessing the realizability of the Company’s deferred tax assets, the Company considered whether it is more likely than not that some or all of the deferred tax assets will be realized through the generation of future taxable income. In making this determination, the Company assessed all of the evidence available at the time, including recent earnings, forecasted income projections and historical performance. The Company determined that the negative evidence outweighed the objectively verifiable positive evidence and continues to maintain a full valuation allowance against deferred tax assets. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). Among the changes to the U.S. federal income tax rules, the CARES Act modified net operating loss carryback rules that were eliminated by the 2017 Tax Cuts and Jobs Act , restored 100% bonus depreciation for qualified improvement property, increased the limit on the deduction for net interest expense and accelerated the time frame for refunds of alternative minimum tax (“AMT”) credits. The Company’s ability to elect bonus depreciation for the 2018 and 2019 tax years, carryback net operating losses to earlier years, and immediately refund AMT credits due to the enactment of the CARES Act resulted in an estimated tax benefit of $2.3 million for the three months ended March 31, 2020 . There is no material impact to the Company’s deferred tax assets due to the full valuation allowance. The Company will continue to evaluate the effects of the CARES Act as additional legislative guidance becomes available. The effective tax rate for the three months ended March 31, 2020 was 85.0% , compared to an effective tax rate for the three months ended March 31, 2019 of 18.5% . The effective tax rates for both periods were significantly different than the applicable U.S. statutory tax rate. For the three months ended March 31, 2020 , the difference between the effective and statutory tax rates is primarily due to the impact of the enactment of the CARES Act in the quarter, a change in the deferred tax liability related to an indefinite-lived intangible asset and the Company’s full valuation allowance. For the three months ended March 31, 2019 , the difference between the effective and statutory tax rates is primarily due to the impact of the fair value adjustments related to the Weichai Warrant and the Company’s full valuation allowance. The effective rate in both periods was also impacted by the increase in the deferred tax liability related to indefinite-lived assets which cannot serve as a source of income for the realization of deferred tax assets and states that base tax on gross margin. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Weichai Transactions Weichai Warrant In September 2018, Weichai’s stock purchase warrant (the “ Weichai Warrant ”) was amended under the terms of a second amended and restated warrant (“Amended and Restated Warrant”) to defer its exercise date to a 90 -day period commencing April 1, 2019, to adjust the exercise price to a price per share of the Company’s Common Stock equal to the lesser of (i) 50% of the Volume-Weighted Average Price (“VWAP”) during the 20 consecutive trading day period preceding October 1, 2018 and (ii) 50% of the VWAP during the 20 consecutive trading day period preceding the date of exercise, subject to an adjustment that could reduce the exercise price by up to $15.0 million . In the event that the adjustment exceeded the exercise price, the excess would be due to the warrant holder. The Weichai Warrant was a freestanding derivative financial instrument that was not indexed solely to the Company’s Common Stock due to the Weichai Warrant ’s exercise terms. Changes in value of the Weichai Warrant resulted in a gain of $4.4 million reported in Gain from change in fair value of warrants in the Company’s Consolidated Statement of Operations for the three months ended March 31, 2019 . On April 23, 2019, Weichai exercised the Weichai Warrant resulting in the Company issuing 4,049,759 shares of the Company’s Common Stock and Weichai becoming the owner of 51.5% of the outstanding shares of the Company’s Common Stock, as of such date. The exercise proceeds for the warrants of $1.6 million were based on 50% of the VWAP during the 20 consecutive trading day period preceding April 23, 2019 and the $15.0 million reduction in the exercise price described above. The Company recorded net expense of $1.4 million during 2019 for changes in the value of the Weichai Warrant inclusive of the impact of the exercise. Weichai Collaboration Arrangement and Related Party Transactions The Company and Weichai executed a strategic collaboration agreement (the “Collaboration Agreement”) on March 20, 2017, in order to achieve their respective strategic objectives and enhance the strategic cooperation alliance to share experiences, expertise and resources. Among other things, the Collaboration Agreement established a joint steering committee, permitted Weichai to second a limited number of certain technical, marketing, sales, procurement and finance personnel to work at the Company and established several collaborations, related to stationary natural-gas applications and Weichai diesel engines. The Collaboration Agreement provided for the steering committee to create various sub-committees with operating roles and otherwise governs the treatment of intellectual property of parties prior to the collaboration and the intellectual property developed during the collaboration. The Collaboration Agreement had a term of three years that was set to expire in March 2020. On March 26, 2020, the Collaboration Agreement was extended for an additional term of three years . The Company evaluates whether an arrangement is a collaborative arrangement at its inception based on the facts and circumstances specific to the arrangement. The Company also reevaluates whether an arrangement qualifies or continues to qualify as a collaborative arrangement whenever there is a change in either the roles of the participants or the participants’ exposure to significant risks and rewards dependent on the ultimate commercial success of the endeavor. For those collaborative arrangements where it is determined that the Company is the principal participant, costs incurred, and revenue generated from third parties are recorded on a gross basis in the financial statements. For the three months ended March 31, 2020 and 2019 , the Company’s sales to Weichai were immaterial in both periods, while purchases of inventory from Weichai were $5.1 million and $0.8 million , respectively. As of March 31, 2020 , and December 31, 2019 , the Company had immaterial receivables from Weichai and outstanding payables to Weichai of $11.1 million and $5.9 million , respectively. Stockholders’ Equity Common and Treasury Stock The changes in shares of Common and Treasury Stock are as follows: (in thousands) Common Shares Issued Treasury Stock Shares Common Shares Outstanding Balance as of January 1, 2020 23,117 260 22,857 Net shares issued for Stock awards — (1 ) 1 Balance as of March 31, 2020 23,117 259 22,858 |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share The Company computes basic loss per share by dividing net loss distributable to common shares by the weighted-average common shares outstanding during the period. Diluted loss per share is calculated to give effect to all potentially dilutive common shares that were outstanding during the period. Weighted-average diluted common shares outstanding primarily reflect the additional shares that would be issued upon the assumed exercise of stock options and the assumed vesting of unvested share awards. The treasury stock method has been used to compute diluted loss per share for the three months ended March 31, 2020 and 2019 . The Company issued warrants that represent the right to purchase shares of Common Stock, Stock Appreciation Rights (“SARs”) and Restricted Stock Awards (“RSAs”) , all of which have been evaluated for their potentially dilutive effect under the treasury stock method. See Note 3. Weichai Transactions herein for additional information on the Weichai Warrant and Note 12. Stock-Based Compensation in the Company’s 2019 Annual Report for additional information on the SAR s and the RSA s. The computations of basic and diluted loss per share are as follows: (in thousands, except per share basis) For the Three Months Ended March 31, 2020 2019 Numerator: Net loss $ (712 ) $ (2,586 ) Exclude gain from change in value of warrants — (4,400 ) Net loss distributable to common stockholders – diluted $ (712 ) $ (6,986 ) Denominator: Shares used in computing net loss per share: Weighted-average common shares outstanding – basic 22,858 18,639 Effect of dilutive securities — 3,996 Weighted-average common shares outstanding – diluted 22,858 22,635 Loss per common share: Loss per share of common stock – basic $ (0.03 ) $ (0.14 ) Loss per share of common stock – diluted $ (0.03 ) $ (0.31 ) The aggregate number of shares excluded from the diluted loss per share calculations, because they would have been anti-dilutive, were 0.2 million shares for both the three months ended March 31, 2020 and 2019 , respectively. For both the three months ended March 31, 2020 and 2019 , SARs and RSAs were not included in the diluted loss per share calculations as they would have been anti-dilutive (1) due to the losses reported in the Consolidated Statements of Operations or (2) the Company’s average stock price was less than the exercise price of the SARs or the grant price of the RSAs. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Weichai Transactions See Note 3. Weichai Transactions for information regarding transactions with Weichai. Transactions with Joint Ventures Doosan-PSI, LLC In 2015, the Company and Doosan Infracore Co., Ltd. (“Doosan”) , a subsidiary of Doosan Group, entered into an agreement to form Doosan-PSI, LLC. The Company invested $1.0 million to acquire 50% of the venture, which was formed to operate in the field of developing, designing, testing, manufacturing, assembling, branding, marketing, selling, distributing and providing support for industrial gas engines and all components and materials required for assembly of the gas engines to the global power generation market outside of North America and South Korea. In the fourth quarter of 2019, Doosan and the Company agreed to wind down and dissolve the joint venture. This is expected to be completed in the third quarter of 2020. Joint Venture Operating Results The Company’s Consolidated Statements of Operations included income from this investment of $0.2 million and $0.1 million for the three months ended March 31, 2020 and 2019 , respectively. The joint venture operating results are presented in Other income, net in the Company’s Consolidated Statements of Operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Other Information (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company is filing this Form 10-Q for the three months ended March 31, 2020 , which contains unaudited consolidated financial statements as of and for the three months ended March 31, 2020 and 2019 . The consolidated financial statements include the accounts of Power Solutions International, Inc. and its wholly-owned subsidiaries and majority-owned subsidiaries in which the Company exercises control. The foregoing financial information was prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. All intercompany balances and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying consolidated financial statements should be read in conjunction with, and have been prepared in accordance with accounting policies reflected in, the consolidated financial statements and related notes, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (“the 2019 Annual Report”) , which should be read in conjunction with the disclosures therein. The Company’s significant accounting policies are described in the aforementioned 2019 Annual Report . Included below are certain updates to those policies. The accompanying interim financial information is unaudited; however, the Company believes the financial information reflects all adjustments (consisting of items of a normal recurring nature) necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP. Operating results for interim periods are not necessarily indicative of annual operating results. The Company operates as one business and geographic operating segment. Operating segments are defined as components of a business that can earn revenue and incur expenses for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker (“CODM”) . The Company’s CODM is its principal executive officer, who decides how to allocate resources and assess performance. A single management team reports to the CODM , who manages the entire business. The Company’s CODM reviews consolidated statements of operations to make decisions, allocate resources and assess performance, and the CODM does not evaluate the profit or loss from any separate geography or product line. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions include the valuation of allowances for uncollectible receivables, inventory reserves, warranty reserves, stock-based compensation, evaluation of goodwill, other intangibles, plant and equipment for impairment, and determination of useful lives of long-lived assets. Actual results could materially differ from those estimates. |
Research and Development | Research and Development Research and development (“R&D”) expenses are expensed when incurred. R&D expenses consist primarily of wages, materials, testing and consulting related to the development of new engines, parts and applications. |
Inventories | Inventories The Company’s inventories consist primarily of engines and parts. Engines are valued at the lower of cost plus estimated freight-in or net realizable value. Parts are valued at the lower of cost or net realizable value. Net realizable value approximates replacement cost. Cost is principally determined using the first-in, first-out method and includes material, labor and manufacturing overhead. It is the Company’s policy to review inventories on a continuing basis for obsolete, excess and slow-moving items and to record valuation adjustments for such items in order to eliminate non-recoverable costs from inventory. Valuation adjustments are recorded in an inventory reserve account and reduce the cost basis of the inventory in the period in which the reduced valuation is determined. Inventory reserves are established based on quantities on hand, usage and sales history, customer orders, projected demand and utilization within a current or future power system. Specific analysis of individual items or groups of items is performed based on these same criteria, as well as on changes in market conditions or any other identified conditions. |
Warranty Costs | Warranty Costs The Company offers a standard limited warranty on the workmanship of its products that in most cases covers defects for a defined period. Warranties for certified emission products are mandated by the U.S. Environmental Protection Agency (the “EPA”) and/or the California Air Resources Board (the “CARB”) and are longer than the Company’s standard warranty on certain emission related products. The Company’s products also carry limited warranties from suppliers. The Company’s warranties generally apply to engines fully manufactured by the Company and to the modifications the Company makes to supplier base products. Costs related to supplier warranty claims are generally borne by the supplier and passed through to the end customer. Warranty estimates are based on historical experience and represent the projected cost associated with the product. A liability and related expense are recognized at the time products are sold. The Company adjusts estimates when it is determined that actual costs may differ from initial or previous estimates. |
Recently Issued Accounting Pronouncements - Adopted and Not Yet Adopted | Recently Issued Accounting Pronouncements – Adopted In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This guidance requires the use of existing accounting guidance applicable to software developed for internal use to be applied to cloud computing service contracts’ implementation costs. The costs capitalized would be amortized over the life of the agreement, including renewal option periods likely to be used. The Company adopted the standard effective January 1, 2020 on a prospective basis. There was no impact on the Company’s financial statements including the related notes as a result of adopting the guidance. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which both reduces and expands selected disclosure requirements. The principal changes expected to impact the Company’s disclosure are requirements to disclose the range and weighted average of each of the significant unobservable items and the way the weighted average of a range is calculated for items in the “table of significant unobservable inputs.” The guidance also requires disclosure of changes in unrealized gains and losses in other comprehensive income and removes requirements regarding, among other items, disclosure of the valuation process for Level 3 measurements. The Company adopted the guidance on January 1, 2020. There was no impact on the Company’s financial statements including the related notes as a result of adopting the guidance. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment , which eliminated the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The Company adopted the guidance on January 1, 2020 on a prospective basis. There was no impact on the Company’s financial statements including the related notes as a result of adopting the guidance. Recently Issued Accounting Pronouncements – Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which applies primarily to the Company’s accounts receivable impairment loss allowances. The guidance provides a revised model whereby the current expected credit losses are used to compute impairment of financial instruments. The new model requires evaluation of historical experience and various current and expected factors, which may affect the estimated amount of losses and requires determination of whether the affected financial instruments should be grouped in units of account. The guidance, as originally issued, was effective for fiscal years beginning after December 15, 2019. In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates , which deferred the effective dates of these standards for certain entities. Based on the guidance, the effective date of ASU 2016-13 is deferred for the Company until fiscal year 2023. The Company currently plans to adopt the guidance on January 1, 2023 when it becomes effective. The Company is continuing to assess the impact of the standard on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Other Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The following table presents customers individually accounting for more than 10% of the Company’s net sales: For the Three Months Ended March 31, 2020 2019 Customer A 15 % 17 % Customer B 10 % ** Customer C 14 % ** The following table presents customers individually accounting for more than 10% of the Company’s accounts receivable: As of March 31, 2020 As of December 31, 2019 Customer A 16 % ** Customer B 17 % ** Customer C ** 49 % The following table presents suppliers individually accounting for more than 10% of the Company’s purchases: For the Three Months Ended March 31, 2020 2019 Supplier A 11 % 16 % Supplier B ** 12 % ** Less than 10% of the total |
Schedule of Inventory, Current | Inventories consist of the following: (in thousands) Inventories As of March 31, 2020 As of December 31, 2019 Raw materials $ 105,750 $ 90,677 Work in process 4,426 2,007 Finished goods 18,641 19,119 Total inventories 128,817 111,803 Inventory allowance (3,217 ) (2,964 ) Inventories, net $ 125,600 $ 108,839 Activity in the Company’s inventory allowance was as follows: (in thousands) For the Three Months Ended March 31, Inventory Allowance 2020 2019 Balance at beginning of period $ 2,964 $ 5,730 Charged to expense 526 314 Write-offs (273 ) (235 ) Balance at end of period $ 3,217 $ 5,809 |
Schedule of Other Accrued Liabilities | Other accrued liabilities consisted of the following: (in thousands) Other Accrued Liabilities As of March 31, 2020 As of December 31, 2019 Accrued product warranty $ 14,027 $ 17,142 Litigation reserves * 5,420 5,020 Contract liabilities 36,670 26,898 Accrued compensation and benefits 6,515 6,599 Operating lease liabilities 3,732 3,789 Accrued interest expense 1,759 1,087 Other 7,475 5,495 Total $ 75,598 $ 66,030 * As of March 31, 2020 and December 31, 2019 , litigation reserves primarily consisted of reserves related to ongoing government investigations and the settlement of the Federal Derivative Litigation. The Company concluded that insurance recovery was probable related to $2.2 million and $1.9 million of the litigation reserves as of March 31, 2020 and December 31, 2019 , respectively, and recognized full recovery of the settlement amounts in Prepaid expenses and other current assets . See Note 9. Commitments and Contingencies for additional information. |
Schedule of Accrued Product Warranty | Accrued product warranty activities are presented below: (in thousands) For the Three Months Ended March 31, Accrued Product Warranty 2020 2019 Balance at beginning of period $ 25,501 $ 23,101 Current year provision 2,325 1,467 Changes in estimates for preexisting warranties * 661 2,730 Payments made during the period (3,926 ) (1,579 ) Balance at end of period 24,561 25,719 Less: Current portion 14,027 18,062 Noncurrent accrued product warranty $ 10,534 $ 7,657 * Change in estimates for preexisting warranties reflect changes in the Company’s estimate of warranty costs for products sold in prior periods. Such adjustments typically occur when claims experience deviates from historic and expected trends. The Company’s warranty liability is generally affected by failure rates, repair costs and the timing of failures. Future events and circumstances related to these factors could materially change the estimates and require adjustments to the warranty liability. In addition, new product launches require a greater use of judgment in developing estimates until historical experience becomes available. In the first quarter of 2020 and 2019, the Company recorded charges for changes in estimates of preexisting warranties of $0.7 million , or $0.03 per diluted share, and $2.7 million , or $0.12 per diluted share, respectively. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from External Customers by Geographic Areas | The following table summarizes net sales by end market: (in thousands) For the Three Months Ended March 31, End Market 2020 2019 Energy $ 50,084 $ 45,648 Industrial 37,131 50,587 Transportation 17,882 19,552 Total $ 105,097 $ 115,787 The following table summarizes net sales by geographic area: (in thousands) For the Three Months Ended March 31, Geographic Area 2020 2019 North America $ 94,520 $ 97,679 Pacific Rim 6,454 12,625 Europe 2,657 3,377 Other 1,466 2,106 Total $ 105,097 $ 115,787 |
Schedule of Contract Balances | (in thousands) As of March 31, 2020 As of December 31, 2019 Short-term contract assets (included in Prepaid expenses and other current assets ) $ 4,623 $ 694 Short-term contract liabilities (included in Other accrued liabilities ) (36,670 ) (26,898 ) Long-term contract liabilities (included in Noncurrent contract liabilities ) (16,695 ) (17,998 ) Net contract liabilities $ (48,742 ) $ (44,202 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment by type were as follows: (in thousands) As of March 31, 2020 As of December 31, 2019 Property, Plant and Equipment Leasehold improvements $ 6,783 $ 6,745 Machinery and equipment 42,108 41,243 Construction in progress 1,492 1,679 Total property, plant and equipment, at cost 50,383 49,667 Accumulated depreciation (27,672 ) (26,473 ) Property, plant and equipment, net $ 22,711 $ 23,194 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Components of intangible assets are as follows: (in thousands) As of March 31, 2020 Gross Carrying Value Accumulated Amortization Net Book Value Customer relationships $ 34,940 $ (22,957 ) $ 11,983 Developed technology 700 (616 ) 84 Trade names and trademarks 1,700 (1,159 ) 541 Total $ 37,340 $ (24,732 ) $ 12,608 (in thousands) As of December 31, 2019 Gross Carrying Value Accumulated Amortization Net Book Value Customer relationships $ 34,940 $ (22,236 ) $ 12,704 Developed technology 700 (605 ) 95 Trade names and trademarks 1,700 (1,127 ) 573 Total $ 37,340 $ (23,968 ) $ 13,372 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s outstanding debt consisted of the following: (in thousands) As of March 31, 2020 As of December 31, 2019 Short-term financing: Wells Fargo revolving credit facility $ 16,829 $ 39,527 Long-term debt: Unsecured senior notes $ 55,000 $ 55,000 Finance leases and other debt 1,173 1,087 Unamortized debt issuance costs (119 ) (235 ) Total long-term debt and finance leases 56,054 55,852 Less: Current maturities of long-term debt and finance leases 55,158 195 Long-term debt $ 896 $ 55,657 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Components of Lease Expense and Cash Flow Information | The following table summarizes the components of lease expense: (in thousands) For the Three Months Ended March 31, 2020 2019 Operating lease cost $ 1,379 $ 1,401 Finance lease cost Amortization of right-of-use (“ROU”) asset 52 24 Interest expense 13 7 Short-term lease cost 110 143 Variable lease cost 423 455 Total lease cost $ 1,977 $ 2,030 The following table presents supplemental cash flow information related to leases: (in thousands) For the Three Months Ended March 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows paid for operating leases $ 1,373 $ 1,146 Operating cash flows paid for interest portion of finance leases 13 7 Financing cash flows paid for principal portion of finance leases 48 22 Right-of-use assets obtained in exchange for lease obligations Operating leases — 37 Finance leases — 83 |
Supplemental Balance Sheet Information | The following table presents supplemental balance sheet information related to leases: (in thousands) March 31, 2020 December 31, 2019 Operating lease ROU assets, net 1 $ 19,692 $ 20,677 Operating lease liabilities, current 2 3,732 3,789 Operating lease liabilities, non-current 3 16,783 17,679 Total operating lease liabilities $ 20,515 $ 21,468 Finance lease ROU assets, net 1 $ 695 $ 777 Finance lease liabilities, current 2 189 195 Finance lease liabilities, non-current 3 576 617 Total finance lease liabilities $ 765 $ 812 1. Included in Other noncurrent assets for operating leases and Property, plant and equipment, net for finance leases on the Consolidated Balance Sheets. 2. Included in Other accrued liabilities for operating leases and Current maturities of long-term debt for finance leases on the Consolidated Balance Sheets. 3. Included in Other noncurrent liabilities for operating leases and Long-term debt, net of current maturities for finance leases on the Consolidated Balance Sheets. |
Maturity Analysis of Operating Lease Liabilities | The following table presents maturity analysis of lease liabilities as of March 31, 2020 : (in thousands) Operating Leases Finance Leases Nine months ending December 31, 2020 $ 3,852 $ 182 Year ending December 31, 2021 4,841 243 Year ending December 31, 2022 4,680 175 Year ending December 31, 2023 3,247 101 Year ending December 31, 2024 1,813 82 Thereafter 7,389 96 Total undiscounted lease payments 25,822 879 Less: imputed interest 5,307 114 Total lease liabilities $ 20,515 $ 765 |
Maturity Analysis of Financing Lease Liabilities | The following table presents maturity analysis of lease liabilities as of March 31, 2020 : (in thousands) Operating Leases Finance Leases Nine months ending December 31, 2020 $ 3,852 $ 182 Year ending December 31, 2021 4,841 243 Year ending December 31, 2022 4,680 175 Year ending December 31, 2023 3,247 101 Year ending December 31, 2024 1,813 82 Thereafter 7,389 96 Total undiscounted lease payments 25,822 879 Less: imputed interest 5,307 114 Total lease liabilities $ 20,515 $ 765 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements at Reporting Date | (in thousands) As of March 31, 2020 Carrying Value Fair Value Level 1 Level 2 Level 3 Wells Fargo Credit Agreement $ 16,829 $ — $ 16,829 $ — Unsecured Senior Notes 54,881 — — 55,000 (in thousands) As of December 31, 2019 Carrying Value Fair Value Level 1 Level 2 Level 3 Wells Fargo Credit Agreement $ 39,527 $ — $ 39,527 $ — Unsecured Senior Notes 54,765 — — 54,600 |
Summary of Change in the Estimated Fair Value of Private Placement Warrants | The following table summarizes changes in the estimated fair value of the Company’s warrant liability: (in thousands) For the Three Months Ended March 31, 2019 Balance at beginning of period $ 35,100 Change in value of warrants * (4,400 ) Balance at end of period $ 30,700 * The change in value of the warrant liability is presented as Gain from change in fair value of warrants in the Company’s Consolidated Statement of Operations. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Common Stock Outstanding Roll Forward | The changes in shares of Common and Treasury Stock are as follows: (in thousands) Common Shares Issued Treasury Stock Shares Common Shares Outstanding Balance as of January 1, 2020 23,117 260 22,857 Net shares issued for Stock awards — (1 ) 1 Balance as of March 31, 2020 23,117 259 22,858 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | The Company issued warrants that represent the right to purchase sh |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Other Information - Narrative (Details) | Apr. 02, 2020USD ($) | Mar. 31, 2020USD ($)board_membersegment | Mar. 31, 2019USD ($) |
Concentration Risk [Line Items] | |||
Number of board members | board_member | 3 | ||
Number of operating segments | segment | 1 | ||
Research and development and engineering expenses | $ 6,400,000 | $ 5,800,000 | |
Subsequent Event | Revolving Credit Facility | Standard Chartered Bank Credit Agreement | |||
Concentration Risk [Line Items] | |||
Borrowing amount | $ 130,000,000 | ||
Maturity period prior to the final maturity of unsecured senior notes | 60 days | ||
Extension fee percentage | 0.25% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Other Information - Schedules of Concentration of Risk, by Risk Factor (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Purchases | Supplier Concentration Risk | Supplier A | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | 16.00% | |
Purchases | Supplier Concentration Risk | Supplier B | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12.00% | ||
Customer A | Net sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 15.00% | 17.00% | |
Customer A | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 16.00% | ||
Customer B | Net sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Customer B | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 17.00% | ||
Customer C | Net sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14.00% | ||
Customer C | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 49.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Other Information - Schedule of Inventory, Current (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Inventories | |||
Raw materials | $ 105,750 | $ 90,677 | |
Work in process | 4,426 | 2,007 | |
Finished goods | 18,641 | 19,119 | |
Total inventories | 128,817 | 111,803 | |
Inventory allowance | (3,217) | (2,964) | |
Inventories, net | 125,600 | $ 108,839 | |
Inventory Allowance | |||
Balance at beginning of period | 2,964 | $ 5,730 | |
Charged to expense | 526 | 314 | |
Write-offs | (273) | (235) | |
Balance at end of period | $ 3,217 | $ 5,809 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies and Other Information - Schedule of Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued product warranty | $ 14,027 | $ 17,142 | $ 18,062 |
Litigation reserves | 5,420 | 5,020 | |
Contract liabilities | 36,670 | 26,898 | |
Accrued compensation and benefits | 6,515 | 6,599 | |
Operating lease liabilities | 3,732 | 3,789 | |
Accrued interest expense | 1,759 | 1,087 | |
Other | 7,475 | 5,495 | |
Total | 75,598 | 66,030 | |
Litigation reserves | $ 2,200 | $ 1,900 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies and Other Information - Schedule of Product Warranty Liability (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accrued Product Warranty | |||
Balance at beginning of period | $ 25,501 | $ 23,101 | |
Current year provision | 2,325 | 1,467 | |
Changes in estimates for preexisting warranties | 661 | 2,730 | |
Payments made during the period | (3,926) | (1,579) | |
Balance at end of period | 24,561 | 25,719 | |
Less: Current portion | 14,027 | 18,062 | $ 17,142 |
Noncurrent accrued product warranty | $ 10,534 | $ 7,657 | |
Diluted share (in dollars per share) | $ 0.03 | $ 0.12 |
Revenue - Revenue from External
Revenue - Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 105,097 | $ 115,787 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Total | 94,520 | 97,679 |
Pacific Rim | ||
Disaggregation of Revenue [Line Items] | ||
Total | 6,454 | 12,625 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total | 2,657 | 3,377 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total | 1,466 | 2,106 |
Energy | ||
Disaggregation of Revenue [Line Items] | ||
Total | 50,084 | 45,648 |
Industrial | ||
Disaggregation of Revenue [Line Items] | ||
Total | 37,131 | 50,587 |
Transportation | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 17,882 | $ 19,552 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Short-term contract assets (included in Prepaid expenses and other current assets) | $ 4,623 | $ 694 |
Short-term contract liabilities (included in Other accrued liabilities) | (36,670) | (26,898) |
Long-term contract liabilities (included in Noncurrent contract liabilities) | (16,695) | (17,998) |
Net contract liabilities | $ (48,742) | $ (44,202) |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized | $ 3 | $ 0.7 |
Revenue, remaining performance obligation, amount | 52.7 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | ||
Revenue from Contract with Customer [Abstract] | ||
Revenue, remaining performance obligation, amount | $ 23.5 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, period | 9 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||
Revenue from Contract with Customer [Abstract] | ||
Revenue, remaining performance obligation, amount | $ 26.8 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue from Contract with Customer [Abstract] | ||
Revenue, remaining performance obligation, amount | $ 0.7 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue from Contract with Customer [Abstract] | ||
Revenue, remaining performance obligation, amount | $ 0.7 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue from Contract with Customer [Abstract] | ||
Revenue, remaining performance obligation, amount | $ 0.7 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Revenue from Contract with Customer [Abstract] | ||
Revenue, remaining performance obligation, amount | $ 0.3 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, period |
Weichai Transactions (Details)
Weichai Transactions (Details) - USD ($) $ in Thousands | Apr. 23, 2019 | Oct. 01, 2018 | Mar. 20, 2017 | Sep. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | |||||||
Gain from change in fair value of warrants | $ 0 | $ 4,400 | |||||
Term of collaborative arrangement | 3 years | ||||||
Purchased inventory | 5,100 | $ 800 | |||||
Outstanding payables | $ 11,100 | $ 5,900 | |||||
Share Purchase Agreement, Weichai Transaction | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercisable (term) | 90 days | ||||||
Volume weighted average share price percentage | 50.00% | ||||||
Trading period | 20 days | 20 days | |||||
Aggregate amount (up to) | $ 15,000 | ||||||
Expense as a result of the exercise | $ 1,400 | ||||||
Share Purchase Agreement, Second Amended and Restated Warrant | Series B | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise of private placement warrants (in shares) | 4,049,759 | ||||||
Percent ownership of outstanding common stock | 51.50% | ||||||
Exercise proceeds for the warrants | $ 1,600 |
Property, Plant and Equipment -
Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | $ 50,383 | $ 49,667 |
Accumulated depreciation | (27,672) | (26,473) |
Property, plant and equipment, net | 22,711 | 23,194 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 6,783 | 6,745 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | 42,108 | 41,243 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, at cost | $ 1,492 | $ 1,679 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 29,835 | $ 29,835 |
Accumulated impairment losses | $ 11,600 | $ 11,600 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 37,340 | $ 37,340 |
Accumulated Amortization | (24,732) | (23,968) |
Net Book Value | 12,608 | 13,372 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 34,940 | 34,940 |
Accumulated Amortization | (22,957) | (22,236) |
Net Book Value | 11,983 | 12,704 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 700 | 700 |
Accumulated Amortization | (616) | (605) |
Net Book Value | 84 | 95 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,700 | 1,700 |
Accumulated Amortization | (1,159) | (1,127) |
Net Book Value | $ 541 | $ 573 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Long-term debt: | ||
Finance leases and other debt | $ 1,173 | $ 1,087 |
Unamortized debt issuance costs | (119) | (235) |
Total long-term debt and finance leases | 56,054 | 55,852 |
Less: Current maturities of long-term debt and finance leases | 55,158 | 195 |
Long-term debt | 896 | 55,657 |
Unsecured senior notes | ||
Long-term debt: | ||
Unsecured senior notes | 55,000 | 55,000 |
Wells Fargo revolving credit facility | ||
Short-term financing: | ||
Wells Fargo revolving credit facility | $ 16,829 | $ 39,527 |
Debt - Credit Agreement - Narra
Debt - Credit Agreement - Narrative (Details) - USD ($) | Apr. 29, 2020 | Apr. 02, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | May 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Proceeds from revolving line of credit | $ 127,560,000 | $ 137,298,000 | ||||
Cash and cash equivalents | $ 816,000 | $ 3,000 | ||||
Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Cash and cash equivalents | $ 35,500,000 | |||||
Unsecured senior notes | Subsequent Event | 5.50% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Redeemed and discharged debt | $ 55,000,000 | |||||
Revolving Credit Facility | Subsequent Event | Standard Chartered Bank Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing amount | $ 130,000,000 | |||||
Maturity period prior to the final maturity of unsecured senior notes | 60 days | |||||
Extension fee percentage | 0.25% | |||||
Basis spread on variable rate | 0.25% | |||||
Loss on extinguishment of debt | $ 500,000 | |||||
Debt issuance costs | 2,000,000 | |||||
Proceeds from revolving line of credit | $ 35,000,000 | $ 95,000,000 | ||||
Borrowings outstanding | $ 130,000,000 | |||||
Revolving Credit Facility | Subsequent Event | Standard Chartered Bank Credit Agreement | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.00% | |||||
Revolving Credit Facility | Subsequent Event | Wells Fargo Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of debt | $ 16,800,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Lease expense | $ 1,977 | $ 2,030 | |
Weighted-average remaining lease term, operating leases | 6 years 7 months 2 days | 6 years 8 months 15 days | |
Weighted-average remaining lease term, financing leases | 4 years 4 months 2 days | 4 years 6 months 15 days | |
Weighted-average discount rate for operating leases | 7.20% | 7.20% | |
Weighted-average discount rate for financing leases | 6.80% | ||
Cost of Sales | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Lease expense | $ 1,800 | $ 1,800 | |
Research, Development And Engineering Expense | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Lease expense | 100 | 100 | |
Selling, General and Administrative Expenses | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Lease expense | 100 | 100 | |
Interest Expense | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Lease expense | $ 100 | $ 100 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,379 | $ 1,401 |
Finance lease cost | ||
Amortization of right-of-use (“ROU”) asset | 52 | 24 |
Interest expense | 13 | 7 |
Short-term lease cost | 110 | 143 |
Variable lease cost | 423 | 455 |
Total lease cost | $ 1,977 | $ 2,030 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows paid for operating leases | $ 1,373 | $ 1,146 |
Operating cash flows paid for interest portion of finance leases | 13 | 7 |
Financing cash flows paid for principal portion of finance leases | 48 | 22 |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating leases | 0 | 37 |
Finance leases | $ 0 | $ 83 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
ROU assets, net | $ 19,692 | $ 20,677 |
Lease liabilities, current | 3,732 | 3,789 |
Lease liabilities, non-current | 16,783 | 17,679 |
Total lease liabilities | 20,515 | 21,468 |
Finance Leases | ||
ROU assets, net | 695 | 777 |
Lease liabilities, current | 189 | 195 |
Lease liabilities, non-current | 576 | 617 |
Total lease liabilities | $ 765 | $ 812 |
Leases - Maturity Analysis of L
Leases - Maturity Analysis of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
Nine months ending December 31, 2020 | $ 3,852 | |
Year ending December 31, 2021 | 4,841 | |
Year ending December 31, 2022 | 4,680 | |
Year ending December 31, 2023 | 3,247 | |
Year ending December 31, 2024 | 1,813 | |
Thereafter | 7,389 | |
Total undiscounted lease payments | 25,822 | |
Less: imputed interest | 5,307 | |
Total lease liabilities | 20,515 | $ 21,468 |
Finance Leases | ||
Nine months ending December 31, 2020 | 182 | |
Year ending December 31, 2021 | 243 | |
Year ending December 31, 2022 | 175 | |
Year ending December 31, 2023 | 101 | |
Year ending December 31, 2024 | 82 | |
Thereafter | 96 | |
Total undiscounted lease payments | 879 | |
Less: imputed interest | 114 | |
Total lease liabilities | $ 765 | $ 812 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Debt Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Unsecured senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unsecured Senior Notes | $ 55,000 | $ 55,000 |
Unsecured senior notes | Unsecured senior notes | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unsecured Senior Notes | 54,881 | 54,765 |
Unsecured senior notes | Unsecured senior notes | Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unsecured Senior Notes | 0 | 0 |
Unsecured senior notes | Unsecured senior notes | Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unsecured Senior Notes | 0 | 0 |
Unsecured senior notes | Unsecured senior notes | Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unsecured Senior Notes | 55,000 | 54,600 |
Wells Fargo revolving credit facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Wells Fargo Credit Agreement | 16,829 | 39,527 |
Wells Fargo revolving credit facility | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Wells Fargo Credit Agreement | 16,829 | 39,527 |
Wells Fargo revolving credit facility | Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Wells Fargo Credit Agreement | 0 | 0 |
Wells Fargo revolving credit facility | Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Wells Fargo Credit Agreement | 16,829 | 39,527 |
Wells Fargo revolving credit facility | Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Wells Fargo Credit Agreement | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Change in the Estimated Fair Value of Private Placement Warrants (Details) - Warrants $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Balance at beginning of year | $ 35,100 |
Change in value of warrants | (4,400) |
Balance at end of year | $ 30,700 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | May 07, 2020USD ($) | Feb. 21, 2020USD ($) | Oct. 31, 2018USD ($) | Apr. 30, 2017USD ($)shares | Mar. 31, 2020USD ($)letter_of_credit | Apr. 30, 2019USD ($) |
Loss Contingencies [Line Items] | ||||||
Insurance coverage | $ 30,000,000 | |||||
Number of outstanding letters of credit | letter_of_credit | 7 | |||||
Outstanding letters of credit amount | $ 3,000,000 | |||||
Purchase commitment, penalty for not purchasing | $ 5,600,000 | |||||
Dorvit v. Winemaster | Settled Litigation | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought | $ 1,900,000 | |||||
Jerome Treadwell v. The Company | ||||||
Loss Contingencies [Line Items] | ||||||
Recovery per negligent violation | $ 1,000 | |||||
Recovery per intentional or reckless violation | $ 5,000 | |||||
Don Wilkins V. The Company | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought | $ 2,000,000 | |||||
Don Wilkins V. The Company | Restricted Stock | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought (in shares) | shares | 20,000 | |||||
Don Wilkins V. The Company | Settled Litigation | Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation settlement payment | $ 900,000 | |||||
Don Wilkins V. The Company | Settled Litigation | Chief Executive Officer | Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation settlement payment | $ 1,100,000 | |||||
Mast Powertrain v. The Company | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought | $ 9,000,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ 2.3 | |
Effective income tax rate | 85.00% | 18.50% |
Stockholders' Equity - Common a
Stockholders' Equity - Common and Treasury Stock and Series B Convertible Preferred Stock (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2020shares | |
Common Shares Issued | |
Balance as of January 1, 2020 (in shares) | 23,117 |
Balance as of March 31, 2020 (in shares) | 23,117 |
Treasury Stock Shares | |
Balance as of January 1, 2020 (in shares) | 260 |
Net shares issued for Stock awards (in shares) | (1) |
Balance as of March 31, 2020 (in shares) | 259 |
Common Shares Outstanding | |
Balance as of January 1, 2020 (in shares) | 22,857 |
Balance as of March 31, 2020 (in shares) | 22,858 |
Common Stock | |
Common Shares Outstanding | |
Net shares issued for Stock awards (in shares) | 1 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net loss | $ (712) | $ (2,586) |
Exclude gain from change in value of warrants | 0 | (4,400) |
Net loss distributable to common stockholders – diluted | $ (712) | $ (6,986) |
Shares used in computing net loss per share: | ||
Weighted average basic shares outstanding - basic (in shares) | 22,858 | 18,639 |
Effect of dilutive securities (in shares) | 0 | 3,996 |
Weighted average common shares outstanding - diluted (in shares) | 22,858 | 22,635 |
Loss per common share: | ||
Loss per share of common stock — basic (in dollars per share) | $ (0.03) | $ (0.14) |
Loss per share of common stock — diluted (in dollars per share) | $ (0.03) | $ (0.31) |
Antidilutive shares (in shares) | 200 |
Related Party Transactions - Tr
Related Party Transactions - Transactions with Joint Ventures (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Other income, net | $ 211 | $ 106 | |
Corporate Joint Venture | Doosan-PSI, LLC | |||
Related Party Transaction [Line Items] | |||
Investment amount with related party | $ 1,000 | ||
Percent of noncontrolling interest | 50.00% |