Stockholders' Equity | 9 Months Ended |
Sep. 30, 2014 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity | ' |
Stockholders’ Equity |
Authorized Shares |
On May 15, 2014, our stockholders approved an amendment to our certificate of incorporation to increase the number of authorized shares of common stock from 37,475,000 to 50,000,000. |
Our authorized shares of capital stock consist of the following: (i) 50,000,000 shares of common stock, $0.02 par value, and (ii) 20,000,000 shares of preferred stock, 0.001 par value. |
Effective December 31, 2013, General Motors Holdings, LLC (“GM Holdings”), the only holder of our issued and outstanding Series B Stock, exchanged all 12,499 of its shares of Series B Common Stock for 12,499 shares of our common stock, $0.02 par value per share. As a result of such exchange, there are no longer any issued and outstanding shares of our Series B Stock. On February 26, 2014, our certificate of incorporation was amended to retire the 25,000 authorized shares of Series B common stock. |
Stock Incentive Plans |
On October 27, 2011, our stockholders approved our 2011 Stock Incentive Plan (2011 Plan). The 2011 Plan replaced our 2002 Stock Incentive Plan (2002 Plan) and awards can no longer be issued under the 2002 Plan; however, awards issued under the 2002 Plan prior to its termination remain outstanding in accordance with their terms. |
Both stock incentive plans provide that awards of stock options and shares of restricted stock may be granted to directors, employees and consultants. The terms of the awards are established by the administrator of the plans, our Compensation Committee. The stock options generally expire ten years after the date of grant or 30 days after termination of employment, vest ratably at a rate of 25% on each of the first four anniversaries of the grant date and have an exercise price at least equal to the market price of our stock at the date of grant. Outstanding restricted stock awards typically either vest at a rate of 33.33% on each of the first three anniversaries of the grant date or cliff vest on the third anniversary of the grant date. |
The 2011 Plan initially provided for an aggregate of 775,000 shares available for grant, subject to adjustment in the event of a stock split, stock dividend, or other similar change in our common stock or our capital structure. The 2011 Plan contains an “evergreen” provision under which beginning on January 1, 2013, the number of shares available for grant under the 2011 Plan increases annually by an amount equal to the lesser of (x) 125,000 shares, (y) 3.0% of the number of shares outstanding as of such first day of each year or (z) a lesser number of shares determined by our Board of Directors. |
During the nine months ended September 30, 2014, a total of 245,600 shares of restricted stock and 214,100 stock options were issued under our 2011 plan to our directors, executive officers and employees . As of September 30, 2014, after including the effects of grants, forfeitures and the evergreen provision, we had 198,175 shares available for issuance under the 2011 Plan. |
Stock Options |
|
Below is a summary of the options activity: |
| | | | | |
| | | | | | | | | | | | | | |
| | Number of | | Weighted | | Weighted | | | | | |
Shares | Average | Average | | | | | |
| Exercise | Remaining | | | | | |
| Price | Contractual Term | | | | | |
| | (In Years) | | | | | |
Options outstanding at January 1, 2014 | | 278,645 | | | $ | 9.01 | | | | | | | | |
| | | | |
Granted | | 214,100 | | | $ | 4.35 | | | | | | | | |
| | | | |
Exercised | | (5,184 | ) | | $ | 2.33 | | | | | | | | |
| | | | |
Forfeited | | (9,225 | ) | | $ | 10.65 | | | | | | | | |
| | | | |
Expired | | (12,446 | ) | | $ | 41.63 | | | | | | | | |
| | | | |
Options outstanding at September 30, 2014 | | 465,890 | | | $ | 9.01 | | | 8.9 | | | | | |
| | | | |
Vested and expected to vest at September 30, 2014 | | 433,845 | | | $ | 9.33 | | | 9 | | | | | |
| | | | |
Options exercisable at September 30, 2014 | | 127,691 | | | $ | 25.2 | | | 9.1 | | | | | |
| | | | |
|
Share-based Compensation |
The share-based compensation expense related to stock options and restricted stock of continuing operations included in the accompanying condensed consolidated statements of operations and in the financial information by reportable business segment in Note 11 is: |
| | |
| | | | | | | | | | | | | | |
| | Fuel Storage & Vehicle Systems | | Corporate | | Total | | |
Three Months Ended September 30, 2014 | | | | | | | | |
Cost of product sales | | $ | 3,651 | | | $ | — | | | $ | 3,651 | | | |
| |
Research and development | | 54,359 | | | — | | | 54,359 | | | |
| |
Selling, general and administrative | | 9,009 | | | 113,072 | | | 122,081 | | | |
| |
Total share-based compensation | | $ | 67,019 | | | $ | 113,072 | | | $ | 180,091 | | | |
| |
Three Months Ended September 30, 2013 | | | | | | | | |
Cost of product sales | | $ | 6,161 | | | $ | — | | | $ | 6,161 | | | |
| |
Research and development | | 16,888 | | | — | | | 16,888 | | | |
| |
Selling, general and administrative | | 3,975 | | | 57,347 | | | 61,322 | | | |
| |
Total share-based compensation | | $ | 27,024 | | | $ | 57,347 | | | $ | 84,371 | | | |
| |
Nine Months Ended September 30, 2014 | | | | | | | | |
Cost of product sales | | $ | 18,349 | | | $ | — | | | $ | 18,349 | | | |
| |
Research and development | | 106,731 | | | — | | | 106,731 | | | |
| |
Selling, general and administrative | | 20,735 | | | 251,435 | | | 272,170 | | | |
| |
Total share-based compensation | | $ | 145,815 | | | $ | 251,435 | | | $ | 397,250 | | | |
| |
Nine Months Ended September 30, 2013 | | | | | | | | |
Cost of product sales | | $ | 16,964 | | | $ | — | | | $ | 16,964 | | | |
| |
Research and development | | 61,758 | | | — | | | 61,758 | | | |
| |
Selling, general and administrative | | 11,377 | | | 218,697 | | | 230,074 | | | |
| |
Total share-based compensation | | $ | 90,099 | | | $ | 218,697 | | | $ | 308,796 | | | |
| |
|
Warrants |
|
A summary of warrant activity and warrants outstanding, reportable in the equivalent number of shares of our common stock that can be purchased upon exercise of the warrants, is as follows |
| | | | | | | | | | | |
| | | | | | | | | | | | | | |
Warrants outstanding at January 1, 2014 | | 10,852,747 | | | | | | | | | | | | |
| | | | | | | | | | |
Exercised | | (1,828,232 | ) | | | | | | | | | | | |
Expired (1) | | (497,720 | ) | | | | | | | | | | | |
Warrants outstanding at September 30, 2014 | | 8,526,795 | | | | | | | | | | | | |
| | | | | | | | | | |
|
| | | | | | | | | | | | | | |
-1 | Includes warrants issued on October 27, 2006 that expired on April 27, 2014. | | | | | | | | | | | | | |
|
Warrant Exercises |
Information on warrant exercises during the nine months ended September 30, 2014 is as follows: |
|
| | | | | | | | | | | | | | |
Original Warrant Issuance Date | | Exercise Price | | Warrants Exercised | | Shares Issued (1) | | Cash Proceeds |
27-Oct-06 | | $ | 1.51 | | -2 | 48,466 | | | 39,839 | | | $ | — | |
|
12-Oct-11 | | $ | 3.32 | | | 25,754 | | | 25,754 | | | 85,503 | |
|
21-Dec-11 | | $ | 4.88 | | | 510,129 | | | 510,129 | | | 2,489,430 | |
|
March 21, 2012; Series "B" | | $ | 4.08 | | | 554,425 | | | 554,425 | | | 2,262,054 | |
|
June 22, 2012 and June 28, 2012 | | $ | 3.4 | | | 491,279 | | | 297,448 | | | — | |
|
25-Jul-12 | | $ | 3.56 | | | 74,136 | | | 42,057 | | | — | |
|
18-Sep-13 | | $ | 2.3 | | | 124,043 | | | 124,043 | | | 285,298 | |
|
Total | | | 1,828,232 | | | 1,593,695 | | | $ | 5,122,285 | |
|
|
| | | | | | | | | | | | | | |
-1 | Where the shares issued amount is less than the warrants exercised amount, the difference is due to a portion of these warrant exercises being exercised pursuant to a cashless exercise provision contained in the warrant contract. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-2 | See Note 12 regarding impact of litigation on exercise price. | | | | | | | | | | | | | |
A summary of our outstanding warrants as of September 30, 2014 is as follows: |
| | | |
| | | | | | | | | | | | | | |
Issue Date | | Expiration Date | | Shares Subject to | | Exercise | | References | | | |
Outstanding | Price at End | | | |
Warrants | of Period | | | |
June 22, 2007 | | December 22, 2014 | | 64,392 | | | $ | 167.2 | | | (a) | | | |
| | |
August 25, 2008 | | August 25, 2015 | | 349,741 | | | $ | 154.4 | | | (a) | | | |
| | |
April 30, 2010 through July 1, 2010 | | April 30, 2015 through | | 55,473 | | | $ | 72.8 | | | | | | |
1-Jul-15 | | | |
October 13, 2010 and October 19, 2010 | | October 13, 2015 and | | 9,037 | | | $ | 53.6 | | | | | | |
19-Oct-15 | | | |
February 18, 2011 | | February 18, 2016 | | 189,836 | | | $ | 26.28 | | | | | | |
| | |
February 18, 2011; Series “B” | | February 18, 2016 | | 98,481 | | | $ | 24 | | | (a) | | | |
| | |
June 15, 2011 | | June 15, 2016 | | 361,458 | | | $ | 15.4 | | | | | | |
| | |
June 15, 2011 | | June 15, 2018 | | 11,250 | | | $ | 12.48 | | | | | | |
| | |
June 15, 2011 | | June 15, 2018 | | 30,064 | | | $ | 15.4 | | | | | | |
| | |
June 20, 2011 | | June 20, 2016 | | 14,269 | | | $ | 15.6 | | | | | | |
| | |
June 20, 2011 | | June 20, 2018 | | 31 | | | $ | 15.6 | | | | | | |
| | |
July 6, 2011 | | July 6, 2016 | | 104,929 | | | $ | 15.4 | | | | | | |
| | |
August 23, 2011 | | August 23, 2016 | | 28,750 | | | $ | 15.4 | | | | | | |
| | |
September 29, 2011 | | September 29, 2016 | | 4,782 | | | $ | 3.32 | | | | | | |
| | |
October 12, 2011 | | October 12, 2016 | | 115,314 | | | $ | 3.32 | | | | | | |
| | |
October 17, 2011 through October 21, 2011 | | October 17, 2016 through | | 19,138 | | | $ | 10.56 | | | | | | |
21-Oct-16 | | | |
November 2, 2011 | | November 2, 2014 | | 134,998 | | | $ | 8.48 | | | | | | |
| | |
December 21, 2011 | | December 21, 2016 | | 819,851 | | | $ | 4.88 | | | | | | |
| | |
January 19, 2012 | | January 19, 2017 | | 33,187 | | | $ | 4.88 | | | | | | |
| | |
March 20, 2012; Series “B” | | March 21, 2017 | | 1,311,000 | | | $ | 4.08 | | | | | | |
| | |
March 21, 2012; Series “B” | | March 21, 2017 | | 735,900 | | | $ | 4.08 | | | | | | |
| | |
May 3, 2012; Series “B” | | March 21, 2017 | | 27,612 | | | $ | 4.08 | | | | | | |
| | |
June 14, 2012; Series “B” | | March 21, 2017 | | 51,112 | | | $ | 4.08 | | | | | | |
| | |
May 8, 2012 | | May 7, 2019 | | 50,000 | | | $ | 3.6 | | | | | | |
| | |
June 22, 2012 and June 28, 2012 | | June 22, 2017 and June 28, 2017 | | 572,860 | | | $ | 3.4 | | | | | | |
| | |
July 25, 2012 | | July 25, 2017 | | 34,888 | | | $ | 3.56 | | | | | | |
| | |
24-Jan-13 | | 25-Jul-18 | | 11,250 | | | $ | 2.84 | | | (a) | | | |
| | |
18-Sep-13 | | 18-Mar-19 | | 3,287,192 | | | $ | 2.3 | | | | | | |
| | |
Total warrants outstanding at September 30, 2014 | | 8,526,795 | | | | | | | | |
| | |
|
None of the outstanding warrant contracts contain exercise price reset provisions. |
| | | | | | | | | | | | | | |
(a) | The warrants issued on June 22, 2007, August 25, 2008, February 18, 2011 (Series “B”) and January 24, 2013 contain contractual provisions that could potentially require us to net-cash settle the value of the remaining outstanding warrants in the event of a change in control or other fundamental change. Since the contractual provisions that could require us to net-cash settle the warrants are deemed not to be within our control under applicable accounting guidance, equity classification is precluded. As such, we consider these warrants to be derivative instruments that are classified as current derivative liabilities at fair value on the dates of the consolidated balance sheets presented. A summary of the changes in the fair values marked to market during the periods presented on the condensed consolidated statements of operations are disclosed in Note 8. | | | | | | | | | | | | | |
Shares Available |
|
The number of authorized shares available for future issuance as of September 30, 2014 is as follows: |
|
| | | | | | | | | |
| | | | | | | | | | | | | | |
| Common Stock | | Preferred Stock | | | | | | | | | |
Shares Authorized | 50,000,000 | | | 20,000,000 | | | | | | | | | | |
| | | | | | | | |
Less shares issued and outstanding at September 30, 2014 | (23,285,431 | ) | | — | | | | | | | | | | |
| | | | | | | | |
Less shares designated as of September 30, 2014 for issuance under: | | | | | | | | | | | | |
Stock options (1) | (664,065 | ) | | — | | | | | | | | | | |
| | | | | | | | |
Warrants outstanding | (8,526,795 | ) | | — | | | | | | | | | | |
| | | | | | | | |
Conversion of principal under convertible notes (2) | (4,396,823 | ) | | — | | | | | | | | | | |
| | | | | | | | |
Undesignated shares available | 13,126,886 | | | 20,000,000 | | | | | | | | | | |
| | | | | | | | |
|
| | | | | | | | | | | | | | |
-1 | Includes all of the options outstanding plus 198,175 shares remaining that are available for issuance under the 2011 Plan. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-2 | Represents the number of shares issuable upon conversion of $10.5 million of principal maturing on September 18, 2018 under the Convertible Notes at a fixed conversion price of $2.3824 per share. | | | | | | | | | | | | | |
|
Stockholders’ Equity Roll-forward |
The following table provides a condensed roll-forward of stockholders’ equity for the nine months ended September 30, 2014: |
| | | | | | | |
| | | | | | | | | | | | | | |
| | Common | | Total Equity | | | | | | | |
Shares | | | | | | | |
Outstanding | | | | | | | |
Balance at January 1, 2014 | | 18,875,253 | | | $ | 16,979,952 | | | | | | | | |
| | | | | | |
Share-based compensation | | 245,600 | | | 397,250 | | | | | | | | |
| | | | | | |
Issuance of common stock to investors | | 2,357,500 | | | 15,270,238 | | | | | | | | |
| | | | | | |
Issuance of common stock in satisfaction of debt principal | | 220,364 | | | 525,000 | | | | | | | | |
| | | | | | |
Issuance of common stock in connection with stock option and warrant exercises | | 1,598,879 | | | 5,499,390 | | | | | | | | |
| | | | | | |
Taxes paid in lieu of restricted stock issued and distributed | | (12,165 | ) | | (63,015 | ) | | | | | | | |
Foreign currency translation | | — | | | (143,115 | ) | | | | | | | |
| | | | | | |
Net loss | | — | | | (10,636,399 | ) | | | | | | | |
| | | | | | |
Balance at September 30, 2014 | | 23,285,431 | | | $ | 27,829,301 | | | | | | | | |
| | | | | | |
|
On February 20, 2014, we completed an underwritten public offering in which we received total gross proceeds of $16.6 million from the sale and issuance of 2,357,500 shares of common stock to investors at $7.05 per share. The number of shares sold in the offering includes the underwriter’s full exercise of the over-allotment option to purchase an additional 307,500 shares of common stock. The net proceeds we received, after underwriting discounts and other offering expenses, were $15.3 million. |