Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 28, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | ATRM Holdings, Inc. | ||
Entity Central Index Key | 908,598 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 4,327,073 | ||
Entity Common Stock, Shares Outstanding | 2,206,219 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Net sales | $ 25,631,527 | $ 33,057,829 |
Costs and expenses: | ||
Cost of sales | 25,982,130 | 32,589,668 |
Selling, general and administrative expenses | $ 5,082,415 | 5,777,898 |
Goodwill impairment charge | 3,704,978 | |
Total costs and expenses | $ 31,064,545 | 42,072,544 |
Loss from continuing operations | (5,433,018) | (9,014,715) |
Other income (expense): | ||
Interest expense, net | (1,396,542) | (844,228) |
Change in fair value of contingent earn-outs | (190,681) | $ 202,633 |
Settlement gain | 3,686,628 | |
Loss from continuing operations before income taxes | (3,333,613) | $ (9,656,310) |
Income tax benefit (expense) | (6,000) | 464,000 |
Loss from continuing operations | $ (3,339,613) | (9,192,310) |
Income from discontinued operations, net of income taxes | 861,134 | |
Net loss | $ (3,339,613) | $ (8,331,176) |
Income (loss) per share – basic and diluted | ||
Continuing operations | $ (2.26) | $ (8.32) |
Discontinued operations | 0.78 | |
Net loss per share | $ (2.26) | $ (7.54) |
Weighted average common shares outstanding – basic and diluted | 1,479,825 | 1,104,457 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 624,070 | $ 1,995,849 |
Accounts receivable, net of allowance for doubtful accounts of $370,000 and $800,000 at December 31, 2015 and 2014, respectively | 2,562,999 | 2,803,516 |
Costs and estimated profit in excess of billings | 471,539 | 1,790,776 |
Inventories | 1,241,074 | 1,936,316 |
Fair value of contingent earn-outs, current | 329,000 | 1,200,000 |
Other current assets | 173,028 | 117,034 |
Total current assets | 5,401,710 | 9,843,491 |
Property, plant and equipment: | ||
Land | 857,700 | 857,700 |
Buildings and improvements | 2,787,089 | 2,787,089 |
Equipment | 1,342,001 | 1,318,964 |
Less: accumulated depreciation and amortization | (534,500) | (223,180) |
Property, plant and equipment, net | 4,452,290 | 4,740,573 |
Fair value of contingent earn-out, noncurrent | 548,000 | 1,100,000 |
Goodwill | 1,732,804 | 1,732,804 |
Intangible assets, net | 1,355,001 | 1,687,858 |
Total assets | $ 13,489,805 | 19,104,726 |
Current liabilities: | ||
Note payable | 5,500,000 | |
Current portion of long-term debt | $ 1,104,614 | 45,000 |
Trade accounts payable | 3,490,842 | 5,128,355 |
Billings in excess of costs and estimated profit | 764,517 | 287,582 |
Accrued compensation | 104,023 | 83,982 |
Other accrued liabilities | 1,985,169 | 2,492,281 |
Total current liabilities | 7,449,165 | 13,537,200 |
Long-term debt, less current portion | 10,251,822 | $ 9,542,168 |
Deferred income taxes | $ 13,000 | |
Commitments and contingencies (see Notes 16 and 17) | ||
Shareholders’ deficit: | ||
Common stock, $.001 par value; 3,000,000 shares authorized; 2,206,219 and 1,186,473 shares issued and outstanding at December 31, 2015 and 2014, respectively | $ 2,206 | $ 1,186 |
Additional paid-in capital | 69,424,564 | 66,335,511 |
Accumulated deficit | (73,650,952) | (70,311,339) |
Total shareholders’ deficit | (4,224,182) | (3,974,642) |
Total liabilities and shareholders’ deficit | $ 13,489,805 | $ 19,104,726 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 370 | $ 800 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,000,000 | 3,000,000 |
Common stock, shares issued | 2,206,219 | 1,186,473 |
Common stock, shares outstanding | 2,206,219 | 1,186,473 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance beginning at Dec. 31, 2013 | $ 1,079 | $ 65,830,184 | $ (61,980,163) | $ 3,851,100 |
Balance beginning, shares at Dec. 31, 2013 | 1,079,176 | |||
Share-based compensation expense | $ 5,434 | $ 5,434 | ||
Conversion of debt into common stock | $ 107 | $ 499,893 | $ 500,000 | |
Conversion of debt into common stock, shares | 107,297 | |||
Net loss | $ (8,331,176) | $ (8,331,176) | ||
Sale of common stock | ||||
Sale of common stock, shares | ||||
Balance ending at Dec. 31, 2014 | $ 1,186 | $ 66,335,511 | $ (70,311,339) | $ (3,974,642) |
Balance ending, shares at Dec. 31, 2014 | 1,186,473 | |||
Share-based compensation expense | $ 153,547 | 153,547 | ||
Net loss | $ (3,339,613) | (3,339,613) | ||
Sale of common stock | $ 1,020 | $ 2,935,506 | 2,936,526 | |
Sale of common stock, shares | 1,019,746 | |||
Balance ending at Dec. 31, 2015 | $ 2,206 | $ 69,424,564 | $ (73,650,952) | $ (4,224,182) |
Balance ending, shares at Dec. 31, 2015 | 2,206,219 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (3,339,613) | $ (8,331,176) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 649,728 | 1,244,199 |
Share-based compensation expense | 153,547 | 5,434 |
Provision for bad debts | 481,921 | $ 245,984 |
Write-downs of inventories | 86,016 | |
Settlement gain | (3,686,628) | |
Facility expense accrual credit | (53,834) | |
Loss on sale of equipment | 9,168 | |
Deferred income taxes | 13,000 | |
Change in fair value of contingent earn-out | $ 190,681 | $ (202,633) |
Goodwill impairment charge | 3,704,978 | |
Gain on sale of discontinued operations | (1,128,327) | |
Changes in operating assets and liabilities, net of acquisition: | ||
Accounts receivable | $ (241,404) | 1,308,735 |
Costs and estimated profit in excess of billings | 1,319,237 | (1,246,234) |
Inventories | 609,226 | 707,974 |
Other current assets | $ (55,994) | 254,911 |
Other asset | 347,890 | |
Trade accounts payable | $ (1,637,513) | (1,419,061) |
Billings in excess of costs and estimated profit | 476,935 | (24,703) |
Accrued compensation | 20,041 | (289,166) |
Other accrued liabilities | 7,567 | 1,356,422 |
Net cash used in operating activities | (4,997,919) | (3,464,773) |
Cash flows from investing activities: | ||
Proceeds from earn-out consideration | 1,232,319 | 427,633 |
Purchase of property and equipment | (50,943) | $ (215,174) |
Sale of equipment | $ 13,187 | |
Purchase of business, net of cash acquired | $ (4,567,569) | |
Net cash provided by (used in) investing activities | $ 1,194,563 | $ (4,355,110) |
Cash flows from financing activities: | ||
Net proceeds from sale of common stock | 2,936,526 | |
Proceeds from issuance of long-term debt | 1,059,025 | $ 11,000,000 |
Principal payments on long-term debt | $ (1,563,974) | (1,043,409) |
Payment of debt assumed and paid at closing of business purchase | (1,401,206) | |
Net cash provided by financing activities | $ 2,431,577 | 8,555,385 |
Net increase (decrease) in cash and cash equivalents | (1,371,779) | 735,502 |
Cash and cash equivalents at beginning of year | 1,995,849 | 1,260,347 |
Cash and cash equivalents at end of year | 624,070 | 1,995,849 |
Supplemental cash flow information: | ||
Cash paid for interest expense | 1,104,642 | $ 174,196 |
Settlement agreement: - reduction of note payable to seller | 3,225,783 | |
Settlement agreement: - forgiveness of accrued interest | $ 460,845 | |
Promissory note payable to seller issued as partial consideration for purchase of business | $ 5,500,000 | |
Contingent earn-out receivable received as part of product line disposition | 2,200,000 | |
Conversion of promissory note to common stock | 500,000 | |
Assets disposed of and liabilities transferred in connection with divestiture of product lines: | ||
Inventories | 1,196,914 | |
Equipment | 72,470 | |
Trade accounts payable | (116,011) | |
Other accrued liabilities | (81,700) | |
Gain on sale | 1,128,327 | |
Proceeds received, net of transaction costs | 2,200,000 | |
Accounts receivable | 4,062,164 | |
Costs and estimated profit in excess of billings | 544,542 | |
Inventories | 1,766,218 | |
Other current assets | 34,316 | |
Property, plant and equipment | 4,748,579 | |
Goodwill | 5,437,782 | |
Intangible assets | 2,700,000 | |
Other assets | 101,164 | |
Trade accounts payable | (6,313,867) | |
Billings in excess of costs and estimated profit | (312,285) | |
Accrued liabilities | (1,177,961) | |
Long-term debt | (1,523,083) | |
Purchase price | $ 10,067,569 |
Business Description
Business Description | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Business Description | NOTE 1: BUSINESS DESCRIPTION References in the Notes to Consolidated Financial Statements to ATRM, the Company, we or our, unless the context otherwise requires, refer to ATRM Holdings, Inc. and its consolidated subsidiaries and their respective predecessors. Through our wholly-owned subsidiaries KBS Builders, Inc. and Maine Modular Haulers, Inc. (hereafter referred to as KBS), we manufacture modular housing units for residential and commercial applications. Commercial buildings manufactured by KBS include apartments, condominiums, townhouses, dormitories, hospitals, office buildings and other structures. KBSs market is the New England region of the northeast United States. Its headquarters and primary manufacturing facility are located in South Paris, Maine. A second factory is located in nearby Waterford, Maine. The Companys corporate headquarters is located in a suburb of St. Paul, Minnesota. |
Financial Position, Liquidity A
Financial Position, Liquidity And Capital Resources | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Position, Liquidity And Capital Resources | NOTE 2: FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES We have incurred significant operating losses in recent years and, as of December 31, 2015, we had an accumulated deficit of approximately $74 million. There can be no assurance that we will generate sufficient revenue in the future to cover our expenses and achieve profitability on a consistent basis or at all. We have issued various unsecured promissory notes to finance our acquisition of KBS and provide for our general working capital needs. As of December 31, 2015, we had outstanding debt totaling approximately $11.5 million. Our debt included $1.9 million principal amount outstanding under an unsecured promissory note issued to the primary seller of KBS, which amount is payable in monthly installments of $100,000, inclusive of interest, through July 1, 2017. Our debt also included $5.0 million principal amount of promissory notes issued to Lone Star Value Investors, LP (LSVI) and $4.5 million principal amount of promissory notes issued to Lone Star Value Co-Invest I, LP (LSV Co-Invest I). Interest on these notes is payable semiannually and any unpaid principal and interest is due on April 1, 2019. On February 25, 2016, we repaid a total of $1.0 million principal amount of such indebtedness to LSVI. Jeffrey E. Eberwein, our Chairman of the Board, is the manager of Lone Star Value Investors GP, LLC (LSVGP), the general partner of LSVI and LSV Co-Invest I, and sole member of Lone Star Value Management, LLC (LSVM), the investment manager of LSVI. On February 23, 2016, we entered into a loan and security agreement (the Loan Agreement) with Gerber Finance Inc. (Gerber Finance) providing KBS with a credit facility with borrowing availability of up to $4.0 million, based on a formula tied to eligible accounts receivable, inventory, equipment and real estate of the borrowers. On that date, we made an initial draw of approximately $2.6 million. The Loan Agreement contains certain affirmative and negative covenants, including financial covenants requiring us to maintain a minimum leverage ratio at fiscal year end and not to incur a net annual post-tax loss in any fiscal year during the term of the Loan Agreement. The borrowers obligations under the Loan Agreement are secured by all of their property and assets and are guaranteed by the Company. Our obligations under our unsecured promissory notes are subordinate to the borrowers obligations under the Loan Agreement, pursuant to the terms of subordination agreements we entered into with Gerber Finance and the holders of our unsecured promissory notes as a condition to the extension of credit to the borrowers under the Loan Agreement. We intend to pursue new financing at the parent level to replace all or a portion of the debt owing to LSVI and LSV Co-Invest I and to provide for our general working capital needs. There can be no assurance we will be successful in obtaining such new financing, on terms favorable to us or at all. Until such time as we obtain additional financing, ATRM may be dependent on LSVI and LSV Co-Invest I, or other third parties, to provide for our general working capital needs. Although not a binding commitment, LSVM has advised us of its present intention to continue to financially support the Company as we pursue new financing. There can be no assurance that our existing cash reserves, together with funds generated by our operations and any future financings, will be sufficient to satisfy our debt payment obligations. Our inability to generate funds or obtain financing sufficient to satisfy our debt payment obligations may result in such obligations being accelerated by our lenders, which would likely have a material adverse effect on our business, financial condition and results of operations. Given these uncertainties, there can be no assurance that our existing cash reserves will be sufficient to avoid liquidity issues and/or fund operations beyond this fiscal year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation Policy: Use of Estimates: Cash and Cash Equivalents: Accounts Receivable and Allowance for Doubtful Accounts: Inventories: Customer Rebate Program: Property, Plant and Equipment: Impairment of Goodwill and Indefinite-Lived Intangible Assets: Impairment of Long-Lived Assets with Finite Lives: Revenue Recognition: We recognize revenue for modular units and site work using the percentage of completion method. Percentage of completion is determined using a units-of-production methodology based on modules delivered in accordance with the terms of the contract for the modular units and cost-to-cost method with cost determined based on work completed as approved by the project owner for site work. Sales tax billed to customers is excluded from revenue. Transportation and freight billed to customers is recorded as revenue and the related costs are included in cost of sales. The current asset Costs and estimated profit in excess of billings represents revenues recognized in excess of amounts billed and the current liability Billings in excess of costs and estimated profit represents billings in excess of revenues recognized. Application of the cost-to-cost percentage of completion method of accounting requires the use of estimates of costs to be incurred in completing our performance under a contract. The cost estimating process is based on the knowledge and experience of management and involves making significant judgments. Changes in contract performance, change orders, estimated profitability, final contract settlements and other factors may result in changes to estimated and actual costs and profit. The effects of such changes are recognized in the period in which the revisions are determined. In situations where the estimated cost to complete a contract indicates a loss will be incurred, the entire loss is recorded in the period in which it is estimated. Advertising Costs: Warranty Costs: Self-Insurance Costs: Income Taxes: Income (Loss) Per Common Share: Business Combinations: Share-Based Compensation: Fair Value Measurements: ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 Inputs that are generally unobservable and typically reflect managements estimate of assumptions that market participants would use in pricing the asset or liability. The carrying amounts of our cash equivalents, accounts receivable, costs in excess of billings and estimated profit, other current assets, trade accounts payable, billings in excess of costs and estimated profit and accrued expenses at December 31, 2015 and 2014 approximate fair value due to the short term maturities of these instruments. Contingent Earn-outs: |
Recently Issued And Adopted Acc
Recently Issued And Adopted Accounting Prounouncements | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Recently Issued And Adopted Accounting Prounouncements | NOTE 4: RECENTLY ISSUED AND ADOPTED ACCOUNTING PROUNOUNCEMENTS In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842 In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740 : Balance Sheet Classification of Deferred Taxes In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs Interest Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 5: BUSINESS COMBINATION On April 2, 2014, the Company entered into an agreement with KBS Building Systems, Inc. (KBS Building Systems), and certain of its affiliates and their owner, pursuant to which we purchased substantially all of KBS Building Systems assets related to its business of manufacturing, selling, and distributing modular housing units for residential and commercial use. Consideration for the acquisition included $5.0 million in cash paid at closing, an unsecured promissory note issued to the primary seller of KBS in the principal amount of $5.5 million and the assumption of certain other liabilities. In addition, we assumed certain debt of approximately $1.4 million which we paid at closing. The acquired assets included approximately $0.4 million in cash, resulting in a net purchase price of approximately $10.1 million. In June 2015, as described in Note 14, we entered into a settlement agreement with the sellers of KBS in which the principal amount of the promissory note was reduced from $5.5 million to $2.5 million. KBS results are included in our consolidated statement of operations since April 2, 2014, the date of acquisition. The following unaudited pro forma financial information presents the combined results of ATRM and KBS Buildings Systems for the year ended December 31, 2014 as if the acquisition had occurred on January 1, 2014 (in thousands): Pro forma net sales $ 42,902 Pro forma loss from continuing operations (9,879 ) Pro forma net loss (9,018 ) Pro forma loss per share basic and diluted (8.17 ) The above unaudited pro forma financial information is not necessarily indicative of what our consolidated results of operations actually would have been or what results may be expected in the future. We incurred expenses for professional fees associated with the KBS acquisition of approximately $0.9 million in fiscal year 2014, including a financial advisor fee of $0.5 million. These costs are included in the caption Selling, general and administrative expenses in our consolidated statement of operations. |
Sale of Product Line - Disconti
Sale of Product Line - Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Product Line - Discontinued Operations | NOTE 6: SALE OF PRODUCT LINE DISCONTINUED OPERATIONS On April 22, 2014, we entered into an Agreement (the BSA Agreement) with Boston Semi Equipment LLC (BSE) and Boston Semi Automation LLC (BSA), a wholly owned subsidiary of BSE, pursuant to which we transferred our assets and certain liabilities related to our business of designing, manufacturing, marketing and servicing equipment used in the handling of integrated circuits (test handler product line) to BSA. The BSA Agreement provides that BSA will pay to ATRM a royalty on all revenue related to the test handler product line through December 31, 2018. The royalty percentage was 12.0% for the quarter ended December 31, 2015 and decreases 0.75% each quarter thereafter. Royalties earned are subject to certain qualifications and adjustments. The first royalty payment covering the period April 22, 2014 through December 31, 2014 amounted to approximately $770,000 and was received in January 2015. We also received payments totaling approximately $462,000 during the remainder of fiscal year 2015 for royalties earned in the first, second, and third quarters of the year. In March 2016, we received a payment of approximately $38,000 for royalties earned in the fourth quarter of fiscal year 2015. Future royalty payments are due 60 days after the end of each calendar quarter. Following the sale of our Reliability Test Products (RTP) line of products to Cascade Microtech, Inc. (Cascade) in 2013 and the transfer of our test handler product line to BSA in April 2014, ATRM had no manufacturing operations remaining in North St. Paul, Minnesota. The original lease term for our North St. Paul facility, which consisted of approximately 45,000 square feet, was scheduled to expire on August 31, 2015. Approximately one-half of the space in this facility had been subleased to Cascade and BSA through the end of the lease term. We also entered into administrative services agreements with Cascade and BSA that provided for copier and computer network services through the end of the lease term. The remaining half of the facility was unutilized. As a result of the divestitures of our businesses in Minnesota, we determined that ATRM would not receive full economic benefit from its facility, copier and IT equipment leases at its North St. Paul location over their remaining terms, and liabilities related to these contracts should be recorded at net settlement value at April 22, 2014 (the cease-use date). We recorded a charge of approximately $264,000 related to these contracts in the fiscal year 2014. As of December 31, 2015, the accrued facility expense totaled approximately $8,000 and is included in the caption Other accrued liabilities in our consolidated balance sheet. See Note 13. On May 1, 2015, we entered into an agreement with the owner of the leased facility in North St. Paul to accelerate the expiration of the lease from August 31, 2015 to May 1, 2015. We also entered into agreements with Cascade and BSA to terminate their subleases effective May 1, 2015. The early terminations of these agreements were executed at the request of the owner of the facility at no cost to ATRM. Effective May 1, 2015, we relocated our corporate office from the North St. Paul facility to a nearby suburb of St. Paul, Minnesota where we lease office space on a month to month basis. As a result of the early termination of the North St. Paul facility lease and subleases, we recorded a gain of approximately $54,000 in fiscal year 2015, resulting from a reduction in the facility exit accrual. This gain is included in the caption Selling, general and administrative expenses in our consolidated statement of operations for the year ended December 31, 2015. Condensed operating results for the test handler product line for the year ended December 31, 2014 are presented as discontinued operations in our consolidated statements of operations and are summarized below (in thousands): Net sales $ 2,376 Costs and expenses: Cost of sales 1,400 Operating expenses 779 Total costs and expenses 2,179 Income from discontinued operations 197 Gain on sale of discontinued operations 1,128 Income before income taxes 1,325 Income tax expense (464 ) Income from discontinued operations $ 861 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 7: FAIR VALUE MEASUREMENTS Financial assets reported at fair value on a recurring basis include the following (in thousands): December 31, 2015 2014 Contingent earn-out receivable related to the transfer of test handler product line (fair value based on Level 3 inputs): Current portion $ 329 $ 1,200 Noncurrent portion 548 1,100 Total $ 877 $ 2,300 The following table summarizes the activity for our Level 3 assets measured on a recurring basis (in thousands): Earn-Out Earn-Out Balance at December 31, 2013 $ 325 $ Add fair value at closing of transfer of test hander product line 2,200 Add increases based on quarterly re-assessments (included in earnings) 103 100 Settlements (428 ) Balance at December 31, 2014 2,300 Subtract decrease based on quarterly re-assessments (included in earnings) (191 ) Settlements (1,232 ) Balance at December 31, 2015 $ $ 877 (1) Earn-out receivable related to the sale of our RTP product line. (2) Earn-out receivable related to the transfer of our test handler product line (see Note 6). Quantitative information about Level 3 fair value measurements on a recurring basis at December 31, 2015 is summarized in the table below: Fair Value Asset Valuation Technique Unobservable Input Amount Earn-out receivable related to transfer of test handler product line Discounted cash flow Estimated revenue for remaining royalty period Performance weighted average Discount rate $14 million 60% to 125% 10 percent Quantitative information about Level 3 fair value measurements on a recurring basis at December 31, 2014 is summarized in the table below: Fair Value Asset Valuation Technique Unobservable Input Amount Earn-out receivable related to transfer of test handler product line Discounted cash flow Estimated revenue for remaining royalty period Performance weighted average Discount rate $27 million 60% to 125% 10 percent Assets reported at fair value on a nonrecurring basis at December 31, 2014 include the following (in thousands): Fair Value (Level 3) Total Gains and (Losses) Goodwill (1) $ 1,733 $ (3,705 ) (1) The goodwill was recorded in connection with the KBS acquisition on April 2, 2014. We recorded a goodwill impairment charge of approximately $3.7 million in fiscal year 2014. See Note 5. Quantitative information about Level 3 fair value measurements on a nonrecurring basis at December 31, 2014 is summarized in the table below: Fair Value Asset Valuation Technique Unobservable Input Amount Goodwill Discounted cash flow Revenue growth rates -8% to 3% Discount rate 20% |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts Receivable | NOTE 8: ACCOUNTS RECEIVABLE Accounts receivable are comprised of the following (in thousands): December 31, 2015 2014 Contract billings $ 2,586 $ 2,235 Retainage 347 1,369 Subtotal 2,933 3,604 Less - allowance for doubtful accounts (370 ) (800 ) Accounts receivable, net $ 2,563 $ 2,804 Retainage balances are expected to be collected within the next twelve months. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 9: INVENTORIES Inventories are comprised of the following (in thousands): December 31, 2015 2014 Raw materials $ 1,120 $ 1,729 Finished goods 121 207 Total inventories $ 1,241 $ 1,936 In fiscal year 2015, we wrote down two residential home models to their estimated net realizable values. The related charge of approximately $86,000 is included in cost of sales in our consolidated statement of operations for the year ended December 31, 2015. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwil and Intangible Assets, Net | NOTE 10: GOODWILL AND INTANGIBLE ASSETS, NET Intangible assets are comprised of the following (in thousands): December 31, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Indefinite-lived intangible assets: Goodwill $ 1,733 $ $ 1,733 $ 1,733 $ $ 1,733 Trademarks 290 290 290 290 Total 2,023 2,023 2,023 2,023 Finite-lived intangible assets: Customer relationships 1,420 (355 ) 1,065 1,420 (152 ) 1,268 Purchased backlog 990 (990 ) 990 (860 ) 130 Total 2,410 (1,345 ) 1,065 2,410 (1,012 ) 1,398 Total intangible assets $ 4,433 $ (1,345 ) $ 3,088 $ 4,433 $ (1,012 ) $ 3,421 Amortization expense amounted to approximately $333,000 and $1,012,000 in 2015 and 2014, respectively. Estimated amortization of purchased intangible assets is as follows over the next five years (in thousands): 2016 $ 203 2017 203 2018 203 2019 203 2020 203 Thereafter 50 Total $ 1,065 |
Uncompleted Construction Contra
Uncompleted Construction Contracts | 12 Months Ended |
Dec. 31, 2015 | |
Contractors [Abstract] | |
Uncompleted Construction Contracts | NOTE 11: UNCOMPLETED CONSTRUCTION CONTRACTS The status of uncompleted construction contracts is summarized below (in thousands): December 31, 2015 2014 Costs incurred on uncompleted contracts $ 1,155 $ 21,282 Inventory purchased for specific contracts 1,819 445 Estimated profit 142 2,717 Sub-total 3,116 24,444 Less billings to date (3,409 ) (22,941 ) Total $ (293 ) $ 1,503 Included in the following balance sheet captions: Costs and estimated profit in excess of billings $ 472 $ 1,791 Billings in excess of costs and estimated profit (765 ) (288 ) Total $ (293 ) $ 1,503 The Company has approximately $4.5 million of work under contract remaining to be recognized at December 31, 2015. |
Accounts Payable Retainage
Accounts Payable Retainage | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Payable Retainage | |
Accounts Payable Retainage | NOTE 12: ACCOUNTS PAYABLE RETAINAGE Accounts payable of approximately $3.5 million at December 31, 2015 included retainage amounts due to subcontractors totaling approximately $0.5 million. Accounts payable of approximately $5.1 million at December 31, 2014 included retainage amounts due to subcontractors totaling approximately $0.5 million. Retainage balances at December 31, 2015 are expected to be settled within the next twelve months. |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | NOTE 13: OTHER ACCRUED LIABILITIES Other accrued liabilities are comprised of the following (in thousands): December 31, 2015 2014 Accrued interest expense $ 502 $ 671 Accrued sales taxes 562 873 Accrued severance and related costs 331 Accrued health insurance costs 133 305 Accrued sales rebates 402 363 Accrued warranty 39 78 Accrued facility expenses 8 138 Other 8 64 Total other accrued liabilities $ 1,985 $ 2,492 In connection with a restructuring of our KBS operations during the third quarter of 2015, we terminated six employees, including two former KBS officers. Pursuant to employment agreements, we recorded a severance charge of approximately $421,000 in 2015 related to this restructuring. The severance amounts are payable in weekly installments through October 2016. The severance charge is included in Selling, general and administrative expenses in our consolidated statement of operations for the year ended December 31, 2015. The following table summarizes product warranty expense accruals and settlements for the two years ended December 31, 2015 (in thousands): Accrual balance at beginning of year Accrual assumed in KBS acquisition Accruals for warranties Settlements made Accrual balance at end of year 2015 $ 78 $ $ 58 $ (97 ) $ 39 2014 47 186 (155 ) 78 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 14: NOTES PAYABLE As partial consideration for the KBS acquisition described in Note 5, we issued an unsecured promissory note to the primary seller of KBS in the principal amount of $5.5 million. We were unable to repay the note on its maturity date, December 1, 2014. In April 2015, we asserted certain indemnification and other claims against the sellers of KBS and on June 26, 2015 we entered into a settlement agreement with the sellers related to such claims. The settlement agreement provided for, among other things, the amendment and restatement of the original note to reduce the principal amount from $5.5 million to $2.5 million and the forgiveness of all then-accrued interest related to the original note. The revised principal amount is payable in monthly installments of $100,000 on the first business day of each month, inclusive of imputed interest, beginning on July 1, 2015 and through July 1, 2017. The amended and restated note does not accrue interest unless it is in default, in which case the annual interest rate would be 10%. We recorded a gain of approximately $3.7 million in fiscal year 2015 related to the settlement, which consisted of the following (in thousands): Reduction of principal (including adjustment for imputed interest at 9.5%) $ 3,226 Forgiveness of interest accrued to the date of settlement 461 Gain on settlement agreement $ 3,687 The principal balance of the amended and restated unsecured promissory note issued to the primary seller of KBS was $1,757,292 ($1,900,000 less imputed interest of $142,708) at December 31, 2015 and is included in Long-Term Debt. See Note 15. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 15: LONG-TERM DEBT Long-term debt is comprised of the following (in thousands): December 31, 2015 2014 April 2014 LSVI Promissory Note payable to related party, unsecured, interest of 10% per annum payable semi-annually in July and January, with any unpaid principal and interest due on April 1, 2019 (1) $ 5,000 $ 5,000 Promissory notes payable to LSV Co-Invest I, a related party, unsecured, interest of 10% per annum payable semi-annually in July and January, with any unpaid principal and interest due on April 1, 2019 (2) 4,500 4,500 Promissory note payable, unsecured, interest imputed at 9.5% (3) 1,757 Installment payment agreement, 8.0% interest, payable in monthly installments of $1,199 through September 2020 (4) 56 Notes payable, secured by equipment, interest rates from 6.6% to 9.5%, with varying maturity dates through September 2018 44 87 Total long-term debt 11,357 9,587 Current portion (1,105 ) (45 ) Noncurrent portion $ 10,252 $ 9,542 (1) In order to finance the KBS acquisition described in Note 5, on April 1, 2014, we entered into a Securities Purchase Agreement with LSVI pursuant to which it purchased for $6.5 million in cash, an unsecured promissory note made by ATRM in the principal amount of $6.0 million (the April 2014 LSVI Promissory Note), bearing interest at 10.0% per annum, with interest payable semiannually and any unpaid principal and interest due on April 1, 2019, and an unsecured convertible promissory note made by ATRM in the principal amount of $0.5 million (the LSVI Convertible Promissory Note), bearing interest at 5.0% per annum. On October 7, 2014 the LSVI Convertible Promissory Note was converted into 107,297 shares of the Companys common stock. ATRM may prepay the April 2014 LSVI Promissory Note at any time after a specified amount of advance notice to LSVI. On December 30, 2014, we made a principal payment of $1.0 million on the April 2014 LSVI Promissory Note. (2) In order to provide additional working capital to ATRM, we entered into two Securities Purchase Agreements with LSV Co-Invest I pursuant to which it purchased unsecured promissory notes made by ATRM. Each of the notes bears interest at 10.0% per annum, with interest payable semiannually in January and July and any unpaid principal and interest is due on April 1, 2019. Except for the principal amounts, the terms of these promissory notes are identical to the terms of the April 2014 LSVI Promissory Note. The promissory notes issued to LSV Co-Invest I are listed below: ● $2.5 million promissory note dated July 21, 2014. ● $2.0 million promissory note dated September 19, 2014 (3) Promissory note payable to the principal seller of KBS, payable in monthly installments of $100,000 through July 2017 (see Note 14). (4) Agreement to finance the purchase of software license rights and consulting services related to the implementation of enterprise management information system. On May 9, 2014, as provided for in the Securities Purchase Agreement described above, we entered into a Registration Rights Agreement (the Registration Rights Agreement) with LSVI. The Registration Rights Agreement provides LSVI with certain demand and piggyback registration rights with respect to the shares of our common stock issued upon the conversion of LSVI Convertible Promissory Note. As of December 31, 2015, LSVI owned 1,067,885 shares of our common stock, or approximately 47.1% of our outstanding shares, including 900,000 shares purchased in a common stock rights offering we completed in September 2015. Jeffrey E. Eberwein, ATRMs Chairman of the Board, is the manager of LSVGP, the general partner of LSVI and LSV Co-Invest I, and sole member of LSVM, the investment manager of LSVI. LSVI was granted a waiver under our Tax Benefits Preservation Plan to permit the conversion of the LSVI Convertible Promissory Note and the purchase of shares in the rights offering. ATRMs entry into the securities purchase agreements with LSVI and LSV Co-Invest I was approved by a Special Committee of our Board of Directors (the Board) consisting solely of independent directors. Future maturities of long-term debt are summarized below: 2016 $ 1,111 2017 702 2018 21 2019 9,513 2020 10 Total long-term debt $ 11,357 |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 16: LEGAL PROCEEDINGS UTHE Technology Corporation v. Aetrium Incorporated Since December 1993, an action brought by UTHE Technology Corporation (UTHE) against ATRM and its then sales manager for Southeast Asia (Sales Manager), asserting federal securities claims, a RICO claim, and certain state law claims, had been stayed in the United States District Court for the Northern District of California. UTHEs claims were based on its allegations that four former employees of a Singapore company, which UTHE formerly owned, conspired to and did divert business from the subsidiary, and in turn UTHE, and directed that business to themselves and a secret company they had formed, which forced UTHE to sell its subsidiary shares to the former employee defendants at a distressed price. The complaint alleged that ATRM and the Sales Manager participated in the conspiracy carried out by the former employee defendants. In December 1993, the case was dismissed as to the former employee defendants because of a contract requiring UTHE and them to arbitrate their claims in Singapore. The District Court stayed the case against ATRM and the Sales Manager pending the resolution of arbitration in Singapore involving UTHE and three of the former employee defendants, but not involving ATRM or the Sales Manager. ATRM received notice in March 2012 that awards were made in the Singapore arbitration against one or more of the former employee defendants who were parties to the arbitration. In June 2012, UTHE filed a motion to reopen the case against ATRM and the Sales Manager and to lift the stay, which the court granted. On September 13, 2013, the court entered final judgment dismissing all remaining claims UTHE asserted against ATRM in the litigation. On September 23, 2013, UTHE appealed the district court judgment to the United States Court of Appeal for the Ninth Circuit. The appeal was argued in a court hearing on November 19, 2015. On December 11, 2015, the Court of Appeal issued an order reversing the district courts grant of summary judgment and remanded the case back to the district court for further proceedings. On January 8, 2016, ATRM filed a renewed motion for summary judgment with the district court. A renewed hearing is scheduled for March 31, 2016. Avila Plumbing & Heating Contractor, Inc. v. Modular Fun I, Inc. f/k/a KBS Building Systems, Inc. & KBS Builders, Inc. (Maine Superior Court, Oxford County, CV-15-39) Avila Plumbing and Heating Contractor, Inc. (Contractor) alleges that Modular Fun I, Inc., f/k/a KBS Building Systems Inc. & KBS Builders, Inc. (the KBS Parties) failed to pay Contractor $476,477.46 that Contractor claims it is entitled to pursuant to contracts between it and the KBS Parties. Contractor claims it entered into agreements with the KBS Parties in relation to two separate projects to supply materials and furnish services relating to the design and installation of plumbing and HVAC systems. Contractor claims it did the work and furnished the materials contracted for and that the KBS Parties have not paid it pursuant to the contract. KBS has countersued for breach of contract and negligence, claiming that Contractor failed to properly complete the plumbing and HVAC services it was retained to perform on one of the projects. The general contractor on that project is refusing to pay KBS $518,842 that KBS is presently owed citing significant deficiencies in work performed and materials installed by Contractor as its reason for withholding payment from KBS. KBS has a lien in the amount of $518,842 on the property where such project is located and has brought a separate suit against the general contractor and others in Middlesex Superior Court in Massachusetts to enforce its lien and collect the amount owed to KBS on the project. The court has issued a standard scheduling order in this case. A mediation hearing has been scheduled for March 31, 2016. From time to time, in the ordinary course of ATRMs business, it is party to various other disputes, claims and legal proceedings. In the opinion of management, based on information available at this time, such disputes, claims and proceedings will not have a material effect on ATRMs consolidated financial statements. |
Leases And Rent Expense
Leases And Rent Expense | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leases And Rent Expense | NOTE 17: LEASES AND RENT EXPENSE As described in Note 6, we had leased a facility in North St. Paul, Minnesota pursuant to a lease agreement that was terminated on May 1, 2015. The facility is owned by a limited liability company controlled by a shareholder of ATRM. The shareholder is neither a director nor an officer of ATRM, and, to our knowledge, does not own more than five percent of our common stock. Rent expense, including facility and various short-term equipment operating leases, was as follows (in thousands): Year ended December 31, 2015 2014 Paid to company controlled by shareholder $ 94 $ 266 Paid to others 22 30 Total rent expense $ 116 $ 296 As described in Note 6, we subleased a portion of the North St. Paul facility and provided administrative services to Cascade and BSA until the lease, subleases and administrative agreements were terminated effective May 1, 2015. We received payments totaling approximately $131,000 and $419,000 in the fiscal years ended December 31, 2015 and 2014, respectively, from Cascade and BSA for such sublease rent and administrative services. Such payments are not reflected in the table above. |
Common Stock Rights Offering
Common Stock Rights Offering | 12 Months Ended |
Dec. 31, 2015 | |
Common Stock Rights Offering | |
Common Stock Rights Offering | NOTE 18: COMMON STOCK RIGHTS OFFERING On September 18, 2015, pursuant to a rights offering to our existing shareholders, we sold 1,019,746 shares of our common stock at $3.00 per share, which included 900,000 shares sold to LSVI, our largest shareholder. Net proceeds from the offering amounted to $2,936,526, reflecting gross proceeds of $3,059,238 less $122,712 of offering-related expenses. |
Stock Incentive Plan and Share-
Stock Incentive Plan and Share-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plan and Share-Based Compensation | NOTE 19: STOCK INCENTIVE PLANS AND SHARE-BASED COMPENSATION ATRM uses the fair value method to measure and recognize share-based compensation. We determine the fair value of stock options on the grant date using the Black-Scholes option valuation model. We determine the fair value of restricted stock awards based on the quoted market price of our common stock on the grant date. We recognize the compensation expense for stock options and restricted stock awards on a straight-line basis over the vesting period of the applicable awards. 2014 Incentive Plan Our 2014 Incentive Plan (the 2014 Plan) was approved by the Board on October 9, 2014 and became effective on December 4, 2014 upon approval by shareholders. The 2014 Plan is administered by the Compensation Committee of the Board. The purpose of the 2014 Plan is to provide employees, consultants and Board members the opportunity to acquire an equity interest in the Company through the issuance of various stock-based awards such as stock options and restricted stock. 100,000 shares of the Companys common stock are authorized to be issued pursuant to the 2014 Plan. On June 5, 2015, ATRM granted restricted stock awards for a total of 60,000 shares of the Companys common stock to its directors and Chief Financial Officer. The shares vest one year after the grant date. The fair value of the awards was determined to be $4.48 per share, the closing price of our common stock on the grant date. Compensation expense related to these grants amounted to approximately $154,000 for the year ended December 31, 2015 and is included in the caption Selling, general and administrative expenses in our consolidated statement of operations. The remaining compensation expense of approximately $114,000 will be recognized on a straight line basis through June 5, 2016, subject to forfeitures. 2003 Stock Incentive Plan A stock incentive plan approved by our shareholders and adopted in 2003 (the 2003 Plan) terminated in 2013. Stock options granted under the 2003 Plan continue to be exercisable according to their individual terms. The following table summarizes stock option activity under the 2003 Plan for the year ended December 31, 2015: Number Of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term Aggregate Intrinsic Value (in thousands) Outstanding, January 1, 2015 38,500 $ 12.27 Expired (11,000 ) 25.75 Outstanding, December 31, 2015 27,500 $ 6.88 1.5 years $ 0 Exercisable, December 31, 2015 27,500 $ 6.88 1.5 years $ 0 All stock options outstanding at , 2015 December 31 |
Tax Benefit Preservation Plan _
Tax Benefit Preservation Plan / Preferred Stock Rights | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Tax Benefit Preservation Plan / Preferred Stock Rights | NOTE 20: TAX BENEFIT PRESERVATION PLAN / PREFERRED STOCK RIGHTS As of December 31, 2015, ATRM had federal net operating loss carryforwards (NOLs) of approximately $91 million and state NOLs of approximately $25 million. Section 382 of the Internal Revenue Code of 1986, as amended (the Code), imposes an annual limitation on the amount of taxable income that may be offset by a corporations NOLs if the corporation experiences an ownership change as defined in Section 382 of the Code. An ownership change occurs when the corporations 5-percent shareholders (as defined in Section 382 of the Code) collectively increase their ownership in the corporation by more than 50 percentage points (by value) over a rolling three-year period. Additionally, various states have similar limitations on the use of state NOLs following an ownership change. On February 13, 2014, to protect the tax benefits of ATRMs NOLs, the Board adopted a Tax Benefit Preservation Plan (the Rights Plan) that generally is designed to deter any person from acquiring shares of ATRMs common stock if the acquisition would result in such person beneficially owning 4.99% or more of the common stock without the approval of the Board. In connection with the adoption of the Rights Plan, on February 13, 2014, the Board authorized and declared a dividend distribution of one right for each outstanding share of ATRMs common stock to stockholders of record as of the close of business on February 24, 2014. Each right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Participating Preferred Stock, par value $0.001 per share, of the Company at an exercise price of $30.00 per one one-thousandth of a Preferred Share, subject to adjustment. Subject to certain exceptions specified in the Rights Plan, the rights will separate from ATRMs common stock and become exercisable following (i) the 10 th th Additionally, at any time after the date on which an acquiring person beneficially owns 4.99% or more, but less than 50%, of ATRMs common stock, the Board may exchange the rights (except for rights that are voided due to their beneficial ownership by an acquiring person or group), in whole or in part, for shares of ATRMs common stock at an exchange ratio of one share per right (subject to adjustment), or in certain circumstances, cash or other securities of the Company having a value approximately equal to one share. The operation of the Rights Plan could cause substantial dilution to a person or group that acquires 4.99% or more of the Companys common stock on terms not approved by the Board. No rights were exercisable at December 31, 2015. The adoption of the Rights Plan had no impact on the Companys consolidated financial statements for fiscal years 2015 or 2014. |
Employee Savings 401(K) Plan
Employee Savings 401(K) Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Savings 401(K) Plan | NOTE 21: EMPLOYEE SAVINGS 401(k) PLAN ATRM has a 401(k) employee savings plan, which covers full-time ATRM employees who are at least 21 years of age. Our contributions to the savings plan are at the discretion of management. We did not contribute to the plan in fiscal years 2015 or 2014. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 22: INCOME TAXES A reconciliation of income tax expense (benefit) computed using the federal statutory rate to the income tax expense (benefit) in our consolidated statements of operations is as follows (in thousands): Year ended December 31, 2015 2014 Tax benefit computed at federal statutory rate $ (1,133 ) $ (2,833 ) State taxes, net of federal benefit (127 ) (194 ) Increase valuation allowance 735 3,096 State NOL expiration/write-off 39 Adjustment to income tax accruals 423 (193 ) State research credit expiration 65 125 Non-deductible expenses 3 1 Other, net 1 (2 ) Total income tax expense $ 6 $ Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2015 2014 Accounts receivable $ 141 $ 87 Employee compensation and benefits 91 63 Contingent consideration (268 ) (874 ) Amortization 1,089 1,638 Deferred acquisition costs 265 NOL and tax credit carryforwards 32,895 32,618 Warranty accrual 15 12 Severance accrual 97 17 Other, net 34 76 Deferred tax assets (liabilities), net $ 34,359 $ 33,637 Less valuation allowance (34,372 ) (33,637 ) Net deferred tax assets (liabilities) $ (13 ) $ We record the benefit we will derive in future accounting periods from tax losses and credits and deductible temporary differences as deferred tax assets. We record a valuation allowance to reduce the carrying value of our net deferred tax assets if, based on all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Since 2009, we have maintained a valuation allowance to fully reserve our deferred tax assets. We recorded a full valuation allowance in 2009 because we determined there was not sufficient positive evidence regarding our potential for future profits to outweigh the negative evidence of our three year cumulative loss position at that time. We expect to continue to maintain a full valuation allowance until we determine that we can sustain a level of profitability that demonstrates our ability to realize these assets. To the extent we determine that the realization of some or all of these benefits is more likely than not based upon expected future taxable income, a portion or all of the valuation allowance will be reversed. Such a reversal would be recorded as an income tax benefit and, for some portion related to deductions for stock option exercises, an increase in shareholders equity. ATRM has federal NOLs of approximately $91 million that will begin to expire in 2020 if not utilized. We also have state NOLs of approximately $31 million that will expire at various times, beginning in 2016, if not utilized. We also have federal and state research tax credit carryforwards of approximately $1.3 million that will expire at various times, beginning in 2016, if not utilized. The utilization of NOLs and research tax credit carryforwards may be subject to changes in tax regulations and/or to annual limitations as a result of changes in ownership that may already have occurred or future changes in ownership pursuant to the requirements of Section 382 of the Code. Such limitations could result in the expiration of NOL and tax credit carryforwards before utilization. Our federal and state operating loss carryforwards include windfall tax deductions from stock option exercises. The amount of windfall tax benefit recognized in additional paid-in capital is limited to the amount of benefit realized currently in income taxes payable. As of December 31, 2015, ATRM had suspended additional paid-in capital credits of $1.3 million related to windfall tax deductions. Upon realization of the NOLs from such windfall tax deductions, we would record a benefit of up to $1.3 million in additional paid-in capital. We assessed our income tax positions at December 31, 2015 and 2014 for all years subject to examination and determined that our unrecognized tax positions were immaterial at those dates. ATRM is subject to income tax examinations in the U.S. federal and certain state jurisdictions. Our 2013 and 2012 federal income tax returns were reviewed by the Internal Revenue Service during fiscal years 2015 and 2014, respectively, and resulted in no adjustments. Federal tax returns are subject to review for fiscal years 2014 through 2015 and state income tax returns are subject to review for fiscal years 2012 through 2015. |
Product Line, Geographic, Signi
Product Line, Geographic, Significant Customer and Concentration of Credit Risk Data | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Product Line, Geographic, Significant Customer and Concentration of Credit Risk Data | NOTE 23: PRODUCT LINE, GEOGRAPHIC, SIGNIFICANT CUSTOMER AND CONCENTRATION OF CREDIT RISK DATA The following table sets forth the various components of net sales by product line as a percentage of total net sales: Year ended December 31, 2015 2014 Residential homes 76 % 45 % Commercial structures 24 % 55 % Total 100 % 100 % All of our long-lived assets are located in the United States. All of our sales based on product shipment destination were within the United States. Sales to customers comprising more than 10% of our total net sales and corresponding accounts receivable concentration information for such customers is summarized below: Percent of total sales for Percent of total accounts receivable as of December 31, 2015 2014 2015 2014 Residential Customers Customer A * * 12.0 % * Customer B * * * 10.3 % Commercial Customers Customer C 14.7 % 17.2 % * 26.7 % Customer D * * 26.9 % * Customer E * 21.7 % * * Customer F * 11.3 % * 11.6 % Customer G * * * 10.3 % * Percent was less than 10% of the total. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 24: SUBSEQUENT EVENTS On February 23, 2016, ATRM entered into the Loan Agreement with Gerber Finance providing KBS with a credit facility with borrowing availability of up to $4.0 million, based on a formula tied to eligible accounts receivable, inventory, equipment and real estate of the borrowers. On that date, KBS made an initial draw of approximately $2.6 million. The borrowers obligations under the Loan Agreement are secured by all of their property and assets and are guaranteed by the Company. ATRMs obligations under its unsecured promissory notes are subordinate to the borrowers obligations under the Loan Agreement, pursuant to the terms of subordination agreements ATRM entered into with Gerber Finance and the holders of its unsecured promissory notes as a condition to the extension of credit to the borrowers under the Loan Agreement. On February 25, 2016, ATRM made a principal payment of $1.0 million on the April 2014 LSVI Promissory Note. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation Policy | Consolidation Policy: |
Use of Estimates | Use of Estimates: |
Cash and Cash Equivalents | Cash and Cash Equivalents: |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts: |
Inventories | Inventories: |
Customer Rebate Program | Customer Rebate Program: |
Property, Plant and Equipment | Property, Plant and Equipment: |
Impairment of Goodwill and Indefinite-Lived Intangible Assets | Impairment of Goodwill and Indefinite-Lived Intangible Assets: |
Impairment of Long-Lived Assets with Finite Lives | Impairment of Long-Lived Assets with Finite Lives: |
Revenue Recognition | Revenue Recognition: We recognize revenue for modular units and site work using the percentage of completion method. Percentage of completion is determined using a units-of-production methodology based on modules delivered in accordance with the terms of the contract for the modular units and cost-to-cost method with cost determined based on work completed as approved by the project owner for site work. Sales tax billed to customers is excluded from revenue. Transportation and freight billed to customers is recorded as revenue and the related costs are included in cost of sales. The current asset Costs and estimated profit in excess of billings represents revenues recognized in excess of amounts billed and the current liability Billings in excess of costs and estimated profit represents billings in excess of revenues recognized. Application of the cost-to-cost percentage of completion method of accounting requires the use of estimates of costs to be incurred in completing our performance under a contract. The cost estimating process is based on the knowledge and experience of management and involves making significant judgments. Changes in contract performance, change orders, estimated profitability, final contract settlements and other factors may result in changes to estimated and actual costs and profit. The effects of such changes are recognized in the period in which the revisions are determined. In situations where the estimated cost to complete a contract indicates a loss will be incurred, the entire loss is recorded in the period in which it is estimated. |
Advertising Costs | Advertising Costs: |
Warranty Costs | Warranty Costs: |
Self-Insurance Costs | Self-Insurance Costs: |
Income Taxes | Income Taxes: |
Income (Loss) Per Common Share | Income (Loss) Per Common Share: |
Business Combinations | Business Combinations: |
Share-Based Compensation | Share-Based Compensation: |
Fair Value Measurements | Fair Value Measurements: ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 Inputs that are generally unobservable and typically reflect managements estimate of assumptions that market participants would use in pricing the asset or liability. The carrying amounts of our cash equivalents, accounts receivable, costs in excess of billings and estimated profit, other current assets, trade accounts payable, billings in excess of costs and estimated profit and accrued expenses at December 31, 2015 and 2014 approximate fair value due to the short term maturities of these instruments. |
Contingent Earn-outs | Contingent Earn-outs: |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisition, Pro Forma Information | Pro forma net sales $ 42,902 Pro forma loss from continuing operations (9,879 ) Pro forma net loss (9,018 ) Pro forma loss per share basic and diluted (8.17 ) |
Sale of Product Lines - Discont
Sale of Product Lines - Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups Including Discontinued Operations Income | Condensed operating results for the test handler product line for the year ended December 31, 2014 are presented as discontinued operations in our consolidated statements of operations and are summarized below (in thousands): Net sales $ 2,376 Costs and expenses: Cost of sales 1,400 Operating expenses 779 Total costs and expenses 2,179 Income from discontinued operations 197 Gain on sale of discontinued operations 1,128 Income before income taxes 1,325 Income tax expense (464 ) Income from discontinued operations $ 861 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets Measured on Recurring Basis | Financial assets reported at fair value on a recurring basis include the following (in thousands): December 31, 2015 2014 Contingent earn-out receivable related to the transfer of test handler product line (fair value based on Level 3 inputs): Current portion $ 329 $ 1,200 Noncurrent portion 548 1,100 Total $ 877 $ 2,300 |
Schedule of Fair Value of Assets Activity | The following table summarizes the activity for our Level 3 assets measured on a recurring basis (in thousands): Earn-Out Receivable (1) Earn-Out Receivable (2) Balance at December 31, 2013 $ 325 $ Add fair value at closing of transfer of test hander product line 2,200 Add increases based on quarterly re-assessments (included in earnings) 103 100 Settlements (428 ) Balance at December 31, 2014 2,300 Subtract decrease based on quarterly re-assessments (included in earnings) (191 ) Settlements (1,232 ) Balance at December 31, 2015 $ $ 877 (1) Earn-out receivable related to the sale of our RTP product line. (2) Earn-out receivable related to the transfer of our test handler product line (see Note 6). |
Schedule of Quantitative Information Level 3 Fair Value Measurements | Quantitative information about Level 3 fair value measurements on a recurring basis at December 31, 2015 is summarized in the table below: Fair Value Asset Valuation Technique Unobservable Input Amount Earn-out receivable related to transfer of test handler product line Discounted cash flow Estimated revenue for remaining royalty period Performance weighted average Discount rate $14 million 60% to 125% 10 percent Quantitative information about Level 3 fair value measurements on a recurring basis at December 31, 2014 is summarized in the table below: Fair Value Asset Valuation Technique Unobservable Input Amount Earn-out receivable related to transfer of test handler product line Discounted cash flow Estimated revenue for remaining royalty period Performance weighted average Discount rate $27 million 60% to 125% 10 percent Quantitative information about Level 3 fair value measurements on a nonrecurring basis at December 31, 2014 is summarized in the table below: Fair Value Asset Valuation Technique Unobservable Input Amount Goodwill Discounted cash flow Revenue growth rates -8% to 3% Discount rate 20% |
Schedule of Fair Value of Goodwill Activity | Assets reported at fair value on a nonrecurring basis at December 31, 2014 include the following (in thousands): Fair Value (Level 3) Total Gains and (Losses) Goodwill (1) $ 1,733 $ (3,705 ) (1) The goodwill was recorded in connection with the KBS acquisition on April 2, 2014. We recorded a goodwill impairment charge of approximately $3.7 million in fiscal year 2014. See Note 5. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable are comprised of the following (in thousands): December 31, 2015 2014 Contract billings $ 2,586 $ 2,235 Retainage 347 1,369 Subtotal 2,933 3,604 Less - allowance for doubtful accounts (370 ) (800 ) Accounts receivable, net $ 2,563 $ 2,804 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are comprised of the following (in thousands): December 31, 2015 2014 Raw materials $ 1,120 $ 1,729 Finished goods 121 207 Total inventories $ 1,241 $ 1,936 |
Goodwil and Intangible Assets,
Goodwil and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following (in thousands): December 31, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Indefinite-lived intangible assets: Goodwill $ 1,733 $ $ 1,733 $ 1,733 $ $ 1,733 Trademarks 290 290 290 290 Total 2,023 2,023 2,023 2,023 Finite-lived intangible assets: Customer relationships 1,420 (355 ) 1,065 1,420 (152 ) 1,268 Purchased backlog 990 (990 ) 990 (860 ) 130 Total 2,410 (1,345 ) 1,065 2,410 (1,012 ) 1,398 Total intangible assets $ 4,433 $ (1,345 ) $ 3,088 $ 4,433 $ (1,012 ) $ 3,421 |
Schedule of Estimated Amortization of Intangible Assets | Amortization expense amounted to approximately $333,000 and $1,012,000 in 2015 and 2014, respectively. Estimated amortization of purchased intangible assets is as follows over the next five years (in thousands): 2016 $ 203 2017 203 2018 203 2019 203 2020 203 Thereafter 50 Total $ 1,065 |
Uncompleted Construction Cont38
Uncompleted Construction Contracts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Contractors [Abstract] | |
Schedule of Uncompleted Contracts | The status of uncompleted construction contracts is summarized below (in thousands): December 31, 2015 2014 Costs incurred on uncompleted contracts $ 1,155 $ 21,282 Inventory purchased for specific contracts 1,819 445 Estimated profit 142 2,717 Sub-total 3,116 24,444 Less billings to date (3,409 ) (22,941 ) Total $ (293 ) $ 1,503 Included in the following balance sheet captions: Costs and estimated profit in excess of billings $ 472 $ 1,791 Billings in excess of costs and estimated profit (765 ) (288 ) Total $ (293 ) $ 1,503 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities are comprised of the following (in thousands): December 31, 2015 2014 Accrued interest expense $ 502 $ 671 Accrued sales taxes 562 873 Accrued severance and related costs 331 Accrued health insurance costs 133 305 Accrued sales rebates 402 363 Accrued warranty 39 78 Accrued facility expenses 8 138 Other 8 64 Total other accrued liabilities $ 1,985 $ 2,492 |
Schedule of Changes in Accrued Warranty | The following table summarizes product warranty expense accruals and settlements for the two years ended December 31, 2015 (in thousands): Accrual balance at beginning of year Accrual assumed in KBS acquisition Accruals for warranties Settlements made Accrual balance at end of year 2015 $ 78 $ $ 58 $ (97 ) $ 39 2014 47 186 (155 ) 78 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Gain on Settlement Agreement | We recorded a gain of approximately $3.7 million in fiscal year 2015 related to the settlement, which consisted of the following (in thousands): Reduction of principal (including adjustment for imputed interest at 9.5%) $ 3,226 Forgiveness of interest accrued to the date of settlement 461 Gain on settlement agreement $ 3,687 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt is comprised of the following (in thousands): December 31, 2015 2014 April 2014 LSVI Promissory Note payable to related party, unsecured, interest of 10% per annum payable semi-annually in July and January, with any unpaid principal and interest due on April 1, 2019 (1) $ 5,000 $ 5,000 Promissory notes payable to LSV Co-Invest I, a related party, unsecured, interest of 10% per annum payable semi-annually in July and January, with any unpaid principal and interest due on April 1, 2019 (2) 4,500 4,500 Promissory note payable, unsecured, interest imputed at 9.5% (3) 1,757 Installment payment agreement, 8.0% interest, payable in monthly installments of $1,199 through September 2020 (4) 56 Notes payable, secured by equipment, interest rates from 6.6% to 9.5%, with varying maturity dates through September 2018 44 87 Total long-term debt 11,357 9,587 Current portion (1,105 ) (45 ) Noncurrent portion $ 10,252 $ 9,542 (1) In order to finance the KBS acquisition described in Note 5, on April 1, 2014, we entered into a Securities Purchase Agreement with LSVI pursuant to which it purchased for $6.5 million in cash, an unsecured promissory note made by ATRM in the principal amount of $6.0 million (the April 2014 LSVI Promissory Note), bearing interest at 10.0% per annum, with interest payable semiannually and any unpaid principal and interest due on April 1, 2019, and an unsecured convertible promissory note made by ATRM in the principal amount of $0.5 million (the LSVI Convertible Promissory Note), bearing interest at 5.0% per annum. On October 7, 2014 the LSVI Convertible Promissory Note was converted into 107,297 shares of the Companys common stock. ATRM may prepay the April 2014 LSVI Promissory Note at any time after a specified amount of advance notice to LSVI. On December 30, 2014, we made a principal payment of $1.0 million on the April 2014 LSVI Promissory Note. (2) In order to provide additional working capital to ATRM, we entered into two Securities Purchase Agreements with LSV Co-Invest I pursuant to which it purchased unsecured promissory notes made by ATRM. Each of the notes bears interest at 10.0% per annum, with interest payable semiannually in January and July and any unpaid principal and interest is due on April 1, 2019. Except for the principal amounts, the terms of these promissory notes are identical to the terms of the April 2014 LSVI Promissory Note. The promissory notes issued to LSV Co-Invest I are listed below: ● $2.5 million promissory note dated July 21, 2014. ● $2.0 million promissory note dated September 19, 2014 (3) Promissory note payable to the principal seller of KBS, payable in monthly installments of $100,000 through July 2017 (see Note 14). (4) Agreement to finance the purchase of software license rights and consulting services related to the implementation of enterprise management information system. |
Schedule of Maturities of Long-term Debt | Future maturities of long-term debt are summarized below: 2016 $ 1,111 2017 702 2018 21 2019 9,513 2020 10 Total long-term debt $ 11,357 |
Leases and Rent Expense (Tables
Leases and Rent Expense (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of Operating Leases Rent Expense | Rent expense, including facility and various short-term equipment operating leases, was as follows (in thousands): Year ended December 31, 2015 2014 Paid to company controlled by shareholder $ 94 $ 266 Paid to others 22 30 Total rent expense $ 116 $ 296 |
Stock Incentive Plan and Shar43
Stock Incentive Plan and Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option activity under the 2003 Plan for the year ended December 31, 2015: Number Of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term Aggregate Intrinsic Value (in thousands) Outstanding, January 1, 2015 38,500 $ 12.27 Expired (11,000 ) 25.75 Outstanding, December 31, 2015 27,500 $ 6.88 1.5 years $ 0 Exercisable, December 31, 2015 27,500 $ 6.88 1.5 years $ 0 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | A reconciliation of income tax expense (benefit) computed using the federal statutory rate to the income tax expense (benefit) in our consolidated statements of operations is as follows (in thousands): Year ended December 31, 2015 2014 Tax benefit computed at federal statutory rate $ (1,133 ) $ (2,833 ) State taxes, net of federal benefit (127 ) (194 ) Increase valuation allowance 735 3,096 State NOL expiration/write-off 39 Adjustment to income tax accruals 423 (193 ) State research credit expiration 65 125 Non-deductible expenses 3 1 Other, net 1 (2 ) Total income tax expense $ 6 $ |
Schedule of Net Deferred Tax Assets (Liabilities) | Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2015 2014 Accounts receivable $ 141 $ 87 Employee compensation and benefits 91 63 Contingent consideration (268 ) (874 ) Amortization 1,089 1,638 Deferred acquisition costs 265 NOL and tax credit carryforwards 32,895 32,618 Warranty accrual 15 12 Severance accrual 97 17 Other, net 34 76 Deferred tax assets (liabilities), net $ 34,359 $ 33,637 Less valuation allowance (34,372 ) (33,637 ) Net deferred tax assets (liabilities) $ (13 ) $ |
Product Line, Geographic, Sig45
Product Line, Geographic, Significant Customer and Concentration of Credit Risk Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Product Information | The following table sets forth the various components of net sales by product line as a percentage of total net sales: Year ended December 31, 2015 2014 Residential homes 76 % 45 % Commercial structures 24 % 55 % Total 100 % 100 % |
Schdule of Percentage of Total Sales and Accounts Receivable from Customer | Sales to customers comprising more than 10% of our total net sales and corresponding accounts receivable concentration information for such customers is summarized below: Percent of total sales for Percent of total accounts receivable as of December 31, 2015 2014 2015 2014 Residential Customers Customer A * * 12.0 % * Customer B * * * 10.3 % Commercial Customers Customer C 14.7 % 17.2 % * 26.7 % Customer D * * 26.9 % * Customer E * 21.7 % * * Customer F * 11.3 % * 11.6 % Customer G * * * 10.3 % * Percent was less than 10% of the total. |
Financial Position, Liquidity46
Financial Position, Liquidity and Capital Resources (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Jun. 26, 2015 | Dec. 31, 2014 | Sep. 19, 2014 | Jul. 21, 2014 | |
Accumulated deficit | $ (73,650,952) | $ (70,311,339) | |||
Debt principal amount | $ 2,000,000 | $ 2,500,000 | |||
KBS Builders [Member] | |||||
Outstanding debt | 11,500,000 | ||||
Debt principal amount | $ 2,500,000 | ||||
Notes payable monthly installment | $ 100,000 | ||||
Debt due date | Jul. 1, 2017 | ||||
KBS Builders [Member] | Unsecured Promissory Note [Member] | |||||
Debt principal amount | $ 1,900,000 | ||||
Lone Star Value Investors, LP [Member] | February 25, 2016 [Member] | |||||
Proceeds from stock offering for repayment of debt | 1,000,000 | ||||
Lone Star Value Investors, LP [Member] | Promissory Notes [Member] | |||||
Debt principal amount | $ 5,000,000 | ||||
Lone Star Value Co-Invest I, LP [Member] | |||||
Debt due date | Apr. 1, 2019 | ||||
Lone Star Value Co-Invest I, LP [Member] | Promissory Notes [Member] | |||||
Debt principal amount | $ 4,500,000 | ||||
Gerber Finance Inc [Member] | February 23, 2016 [Member] | Loan And Security Agreement [Member] | |||||
Credit facility with borrowing availability | 4,000,000 | ||||
Line of credit initial amount | $ 2,600,000 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash equivalents | $ 9,313 | $ 124,072 |
Rebates earned by builders amount | 400,000 | 300,000 |
Depreciation and amortization of property and plant equipment | $ 317,000 | 232,000 |
Goodwill impairment charge | $ 3,704,978 | |
Percentage of tax benefit realized upon settlement | greater than 50 percent | |
KBS Builders [Member] | ||
Warranty period | 12 months | |
Buildings and Improvements [Member] | ||
Estimated useful lives | P30Y | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Estimated useful lives | P3Y | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Estimated useful lives | P7Y |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | Apr. 02, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | Jun. 26, 2015 | Sep. 19, 2014 | Jul. 21, 2014 |
Payment of KBS debt, assumed and paid at closing | $ 1,401,206 | ||||||
Debt principal amount | $ 2,000,000 | $ 2,500,000 | |||||
Expenses for professional fees | 900,000 | ||||||
Financial advisor fee | 500,000 | ||||||
KBS Note [Member] | Maximum [Member] | |||||||
Debt principal amount | $ 5,500,000 | ||||||
KBS Note [Member] | Minimum [Member] | |||||||
Debt principal amount | $ 2,500,000 | ||||||
KBS Builders [Member] | |||||||
Unsecured promissory note, principal amount | $ 5,500,000 | ||||||
Net purchase price | 10,100,000 | ||||||
Debt principal amount | $ 5,500,000 | ||||||
KBS Builders [Member] | |||||||
Consideration for KBS acquisition in cash paid at closing | 5,000,000 | ||||||
Payment of KBS debt, assumed and paid at closing | 1,400,000 | ||||||
Acquired assets, cash | $ 400,000 | ||||||
Debt principal amount | $ 2,500,000 |
Business Combination - Schedule
Business Combination - Schedule of Business Acquisition, Pro Forma Information (Details) | 12 Months Ended |
Dec. 31, 2014USD ($)$ / shares | |
Business Combinations [Abstract] | |
Pro forma net sales | $ 42,902,000 |
Pro forma loss from continuing operations | (9,879,000) |
Pro forma net loss | $ (9,018,000) |
Pro forma loss per share - basic and diluted | $ / shares | $ (8.17) |
Sale of Product Line - Discon50
Sale of Product Line - Discontinued Operations (Details Narrative) | May. 01, 2015 | Jan. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Apr. 30, 2014ft² |
Royalty percentage | 12.00% | ||||
Royalty percentage decrease each quarter thereafter | 0.75% | ||||
Royalty payment received | $ 770,000 | ||||
Operating area of test handler product line | ft² | 45,000 | ||||
Accrued facility expense | $ 8,000 | $ 264,000 | |||
First, Second And Third Quarters [Member] | |||||
Royalty payment received | 462,000 | ||||
Fourth Quarters [Member] | March 2016 [Member] | |||||
Royalty payment received | 38,000 | ||||
Lease Agreement [Member] | |||||
Lease expiration date | August 31, 2015 to May 1, 2015 | ||||
Gain from reduction facility exit accrual | $ 54,000 |
Sale of Product Line - Discon51
Sale of Product Line - Discontinued Operations - Schedule of Disposal Groups Including Discontinued Operations Income (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net sales | $ 2,376,000 | |
Cost of sales | 1,400,000 | |
Operating expenses | 779,000 | |
Total costs and expenses | 2,179,000 | |
Income from discontinued operations | 197,000 | |
Gain on sale of discontinued operations | 1,128,000 | |
Income before income taxes | 1,325,000 | |
Income tax expense | (464,000) | |
Income from discontinued operations | $ 861,134 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Assets Measured on Recurring Basis (Details) - Level 3 [Member] - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Contingent earn-out receivable, Current | $ 329,000 | $ 1,200,000 |
Contingent earn-out receivable, Non current | 548,000 | 1,100,000 |
Contingent earn out receivable, Total | $ 877,000 | $ 2,300,000 |
Fair Value Measurements - Sch53
Fair Value Measurements - Schedule of Fair Value of Assets Activity (Details) - Earn-Out Receivable [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Balance, beginning | [1] | $ 325,000 | |
Increases/decrease based on quarterly re-assessments (included in earnings) | [1] | 103,000 | |
Settlement | [1] | $ (428,000) | |
Balance, ending | [1] | ||
Balance, beginning | [2] | $ 2,300,000 | |
Add - fair value at closing of transfer of test hander product line | [2] | $ 2,200,000 | |
Increases/decrease based on quarterly re-assessments (included in earnings) | [2] | (191,000) | $ 100,000 |
Settlement | [2] | (1,232,000) | |
Balance, ending | [2] | $ 877,000 | $ 2,300,000 |
[1] | Earn-out receivable related to the sale of our RTP product line. | ||
[2] | Earn-out receivable related to the transfer of our test handler product line (see Note 6). |
Fair Value Measurements - Sch54
Fair Value Measurements - Schedule of Quantitative Information Level 3 Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value Asset | Earn-out receivable related to transfer of test handler product line | Earn-out receivable related to transfer of test handler product |
Fair value of assets, valuation technique | Discounted cash flow | Discounted cash flow |
Unobservable input projected revenue | $ 14,000,000 | $ 27,000,000 |
Unobservable input performance weighted average, Minimum | 60.00% | 60.00% |
Unobservable input performance weighted average, Maximum | 125.00% | 125.00% |
Unobservable input discount rate | 10.00% | 10.00% |
Fair Value, Measurements, Non recurring [Member] | ||
Fair Value Asset | Goodwill | |
Fair value of assets, valuation technique | Discounted cash flow | |
Unobservable input performance weighted average, Minimum | (8.00%) | |
Unobservable input performance weighted average, Maximum | 3.00% | |
Unobservable input discount rate | 20.00% |
Fair Value Measurements - Sch55
Fair Value Measurements - Schedule of Assets Reported Fair Value on Nonrecurring (Details) | Dec. 31, 2015USD ($) | [1] |
Fair Value Disclosures [Abstract] | ||
Goodwill | $ 1,732,804 | |
Total gains (Losses) | $ (3,705,000) | |
[1] | The goodwill was recorded in connection with the KBS acquisition on April 2, 2014. We recorded a goodwill impairment charge of approximately $3.7 million in fiscal year 2014. See Note 5. |
Fair Value Measurements - Sch56
Fair Value Measurements - Schedule of Assets Reported Fair Value on Nonrecurring (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | ||
Goodwill impairment charge | $ 3,704,978 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Contract billings | $ 2,586,000 | $ 2,235,000 |
Retainage | 347,000 | 1,369,000 |
Subtotal | 2,933,000 | 3,604,000 |
Less - allowance for doubtful accounts | (370,000) | (800,000) |
Accounts receivable, net | $ 2,562,999 | $ 2,803,516 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Inventory Disclosure [Abstract] | ||
Inventory write down | $ 86,016 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,120,000 | $ 1,729,000 |
Finished goods | 121,000 | 207,000 |
Total inventories | $ 1,241,074 | $ 1,936,316 |
Goodwill and Intangible Asset60
Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 333,000 | $ 1,012,000 |
Goodwill and Intangible Asset61
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets Net (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Total finite-lived intangible assets Net Carrying Value | $ 1,065,000 | |
Gross Carrying Amount | 4,433,000 | $ 4,433,000 |
Accumulated Amortization | (1,345,000) | (1,012,000) |
Net Carrying Value | 3,088,000 | 3,421,000 |
Indefinite Lived Intangible Assets [Member] | ||
Indefinite-lived intangible assets Gross Carrying Amount | $ 2,023,000 | $ 2,023,000 |
Indefinite-lived intangible assets Gross Accumulated Amortization | ||
Indefinite-lived intangible assets Gross Net Carrying Value | $ 2,023,000 | $ 2,023,000 |
Finite Lived Intangible Assets [Member] | ||
Finite lived intangible assets Gross Carrying Amount | 2,410,000 | 2,410,000 |
Finite lived intangible assets Accumulated Amortization | (1,345,000) | (1,012,000) |
Total finite-lived intangible assets Net Carrying Value | 1,065,000 | 1,398,000 |
Trademarks [Member] | Indefinite Lived Intangible Assets [Member] | ||
Indefinite-lived intangible assets Gross Carrying Amount | $ 290,000 | $ 290,000 |
Indefinite-lived intangible assets Gross Accumulated Amortization | ||
Indefinite-lived intangible assets Gross Net Carrying Value | $ 290,000 | $ 290,000 |
Customer Relationships [Member] | Finite Lived Intangible Assets [Member] | ||
Finite lived intangible assets Gross Carrying Amount | 1,420,000 | 1,420,000 |
Finite lived intangible assets Accumulated Amortization | (355,000) | (152,000) |
Total finite-lived intangible assets Net Carrying Value | 1,065,000 | 1,268,000 |
Purchased Backlog [Member] | Finite Lived Intangible Assets [Member] | ||
Finite lived intangible assets Gross Carrying Amount | 990,000 | 990,000 |
Finite lived intangible assets Accumulated Amortization | $ (990,000) | (860,000) |
Total finite-lived intangible assets Net Carrying Value | 130,000 | |
Goodwill [Member] | Indefinite Lived Intangible Assets [Member] | ||
Indefinite-lived intangible assets Gross Carrying Amount | $ 1,733,000 | $ 1,733,000 |
Indefinite-lived intangible assets Gross Accumulated Amortization | ||
Indefinite-lived intangible assets Gross Net Carrying Value | $ 1,733,000 | $ 1,733,000 |
Goodwill and Intangible Asset62
Goodwill and Intangible Assets, Net - Summary of Estimated Amortization of Intangible Assets (Details) | Dec. 31, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,016 | $ 203,000 |
2,017 | 203,000 |
2,018 | 203,000 |
2,019 | 203,000 |
2,020 | 203,000 |
Thereafter | 50,000 |
Total finite-lived intangible assets | $ 1,065,000 |
Uncompleted Construction Cont63
Uncompleted Construction Contracts (Details Narrative) | Dec. 31, 2015USD ($) |
Contractors [Abstract] | |
Amount of remaining contract | $ 4,500,000 |
Uncompleted Construction Cont64
Uncompleted Construction Contracts - Schedule of Uncompleted Contracts (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Contractors [Abstract] | ||
Costs incurred on uncompleted contracts | $ 1,155,000 | $ 21,282,000 |
Inventory purchased for specific contracts | 1,819,000 | 445,000 |
Estimated profit | 142,000 | 2,717,000 |
Sub-total | 3,116,000 | 24,444,000 |
Less billings to date | (3,409,000) | (22,941,000) |
Total | (293,000) | 1,503,000 |
Costs and estimated profit in excess of billings | 471,539 | 1,790,776 |
Billings in excess of costs and estimated profit | (764,517) | (287,582) |
Total | $ (293,000) | $ 1,503,000 |
Accounts Payable Retainage (Det
Accounts Payable Retainage (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts payable | $ 3,500,000 | $ 5,100,000 |
Subcontractors [Member] | ||
Accounts payable retainage | $ 500,000 | $ 500,000 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Payables and Accruals [Abstract] | |
Severance charge | $ 421,000 |
Other Accrued Liabilities - Sch
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued interest expense | $ 502,000 | $ 671,000 |
Accrued sales taxes | 562,000 | $ 873,000 |
Accrued severance and related costs | 331,000 | |
Accrued health insurance costs | 133,000 | $ 305,000 |
Accrued sales rebates | 402,000 | 363,000 |
Accrued warranty | 39,000 | 78,000 |
Accrued facility expenses | 8,000 | 138,000 |
Other | 8,000 | 64,000 |
Total other accrued liabilities | $ 1,985,169 | $ 2,492,281 |
Other Accrued Liabilities - S68
Other Accrued Liabilities - Schedule of Changes in Accrued Warranty (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Payables and Accruals [Abstract] | ||
Accrual balance at beginning of year | $ 78,000 | |
Accrual assumed in KBS acquisition | $ 47,000 | |
Accruals for warranties | $ 58,000 | 186,000 |
Settlements made | (97,000) | (155,000) |
Accrual balance at end of year | $ 39,000 | $ 78,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jun. 26, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 19, 2014 | Jul. 21, 2014 |
Unsecured promissory note, principal amount | $ 2,000,000 | $ 2,500,000 | |||
Gain on settlement of debt | $ 3,686,628 | ||||
KBS Builders [Member] | |||||
Unsecured promissory note, principal amount | $ 2,500,000 | ||||
Notes payable monthly installment | $ 100,000 | ||||
Notes payable maturity date | Jul. 1, 2017 | ||||
Gain on settlement of debt | $ 3,700,000 | ||||
KBS Builders [Member] | Unsecured Promissory Note [Member] | |||||
Unsecured promissory note, principal amount | $ 1,900,000 | ||||
KBS Builders [Member] | |||||
Unsecured promissory note, principal amount | $ 5,500,000 | ||||
Unsecured promissory note, interest rate | 10.00% | ||||
KBS Builders [Member] | Unsecured Promissory Note [Member] | |||||
Unsecured promissory note, principal amount | 1,757,292 | ||||
Notes payable | 1,900,000 | ||||
Imputed interest on notes payable | $ 142,708 |
Notes Payable - Summary of Gain
Notes Payable - Summary of Gain on Settlement Agreement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | ||
Reduction of principal (including adjustment for imputed interest at 9.5%) | $ 3,225,783 | |
Forgiveness of interest accrued to the date of settlement | 460,845 | |
Gain on settlement agreement | $ 3,686,628 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) | Oct. 07, 2014 | Sep. 30, 2015 | Apr. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 26, 2015 | Dec. 30, 2014 | Sep. 19, 2014 | Jul. 21, 2014 | Apr. 02, 2014 |
Debt principal amount | $ 2,000,000 | $ 2,500,000 | ||||||||
Converted into common stock, shares | ||||||||||
April 2014 LSVI Promissory Note [Member] | ||||||||||
Debt principal amount | $ 6,000,000 | $ 100,000 | ||||||||
Note payable, bears interest percentage | 10.00% | |||||||||
Debt maturity date | Apr. 1, 2019 | |||||||||
LSVI Convertible Promissory Note [Member] | ||||||||||
Debt principal amount | $ 500,000 | |||||||||
Note payable, bears interest percentage | 5.00% | |||||||||
Converted into common stock, shares | 107,297 | |||||||||
LSVI [Member] | ||||||||||
Number of shares owned | 1,067,885 | |||||||||
Percentage of outstanding shares | 47.10% | |||||||||
Number of shares purchased | 900,000 | |||||||||
Lone Star Value Co-Invest I, LP [Member] | ||||||||||
Debt maturity date | Apr. 1, 2019 | |||||||||
KBS Builders [Member] | ||||||||||
Debt principal amount | $ 2,500,000 | |||||||||
Debt maturity date | Jul. 1, 2017 | |||||||||
Promissory note, payable in monthly installments | $ 100,000 | |||||||||
Securities Purchase Agreement [Member] | Lone Star Value Investors, LP [Member] | ||||||||||
Unsecured promissory note | $ 6,500,000 | |||||||||
Securities Purchase Agreement [Member] | Lone Star Value Co-Invest I, LP [Member] | ||||||||||
Note payable, bears interest percentage | 10.00% | |||||||||
Debt maturity date | Apr. 1, 2019 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | |
Total long-term debt | $ 11,357,000 | $ 9,587,000 | |
Current portion | (1,104,614) | (45,000) | |
Noncurrent portion | 10,251,822 | 9,542,168 | |
April 2014 LSVI Promissory Note payable to related party, unsecured, interest of 10% per annum payable semi-annually in July and January, with any unpaid principal and interest due on April 1, 2019 [Member] | |||
Total long-term debt | [1] | 5,000,000 | 5,000,000 |
Promissory notes payable to LSV Co-Invest I, a related party, unsecured, interest of 10% per annum payable semi-annually in July and January, with any unpaid principal and interest due on April 1, 2019 (2) [Member] | |||
Total long-term debt | [2] | 4,500,000 | $ 4,500,000 |
Promissory note payable, unsecured, interest imputed at 9.5% (3) [Member] | |||
Total long-term debt | [3] | 1,757,000 | |
Installment Payment Agreement, 8.0% Interest, Payable in Monthly Installments of $1,199 through September 2020 (4) [Member] | |||
Total long-term debt | [4] | 56,000 | |
Notes Payable, Secured by Equipment, Interest Rates From 6.6% to 9.5%, with Varying Maturity Dates through September 2018 [Member] | |||
Total long-term debt | $ 44,000 | $ 87,000 | |
[1] | In order to finance the KBS acquisition described in Note 5, on April 1, 2014, we entered into a Securities Purchase Agreement with LSVI pursuant to which it purchased for $6.5 million in cash, an unsecured promissory note made by ATRM in the principal amount of $6.0 million (the “April 2014 LSVI Promissory Note”), bearing interest at 10.0% per annum, with interest payable semiannually and any unpaid principal and interest due on April 1, 2019, and an unsecured convertible promissory note made by ATRM in the principal amount of $0.5 million (the “LSVI Convertible Promissory Note”), bearing interest at 5.0% per annum. On October 7, 2014 the LSVI Convertible Promissory Note was converted into 107,297 shares of the Company’s common stock. ATRM may prepay the April 2014 LSVI Promissory Note at any time after a specified amount of advance notice to LSVI. On December 30, 2014, we made a principal payment of $1.0 million on the April 2014 LSVI Promissory Note. | ||
[2] | In order to provide additional working capital to ATRM, we entered into two Securities Purchase Agreements with LSV Co-Invest I pursuant to which it purchased unsecured promissory notes made by ATRM. Each of the notes bears interest at 10.0% per annum, with interest payable semiannually in January and July and any unpaid principal and interest is due on April 1, 2019. Except for the principal amounts, the terms of these promissory notes are identical to the terms of the April 2014 LSVI Promissory Note. The promissory notes issued to LSV Co-Invest I are listed below: | ||
[3] | Promissory note payable to the principal seller of KBS, payable in monthly installments of $100,000 through July 2017 (see Note 14). | ||
[4] | Agreement to finance the purchase of software license rights and consulting services related to the implementation of enterprise management information system. |
Long-Term Debt - Schedule of 73
Long-Term Debt - Schedule of Long-Term Debt (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
April 2014 LSVI Promissory Note payable to related party, unsecured, interest of 10% per annum payable semi-annually in July and January, with any unpaid principal and interest due on April 1, 2019 [Member] | ||
Long-term debt, interest percentage, per annum | 10.00% | 10.00% |
Notes payable maturity date | Apr. 1, 2019 | Apr. 1, 2019 |
Promissory notes payable to LSV Co-Invest I, a related party, unsecured, interest of 10% per annum payable semi-annually in July and January, with any unpaid principal and interest due on April 1, 2019 (2) [Member] | ||
Long-term debt, interest percentage, per annum | 10.00% | 10.00% |
Notes payable maturity date | Apr. 1, 2019 | Apr. 1, 2019 |
Promissory note payable, unsecured, interest imputed at 9.5% (3) [Member] | ||
Long-term debt, interest percentage, per annum | 9.50% | 95.00% |
Installment Payment Agreement, 8.0% Interest, Payable in Monthly Installments of $1,199 through September 2020 (4) [Member] | ||
Long-term debt, interest percentage, per annum | 8.00% | 8.00% |
Notes payable maturity date | Sep. 30, 2020 | Sep. 30, 2020 |
Promissory note, payable in monthly installments | $ 1,199 | $ 1,199 |
Notes Payable, Secured by Equipment, Interest Rates From 6.6% to 9.5%, with Varying Maturity Dates through September 2018 [Member] | ||
Notes payable maturity date | Sep. 30, 2018 | Sep. 30, 2018 |
Notes Payable, Secured by Equipment, Interest Rates From 6.6% to 9.5%, with Varying Maturity Dates through September 2018 [Member] | Minimum [Member] | ||
Long-term debt, interest percentage, per annum | 6.60% | 6.60% |
Notes Payable, Secured by Equipment, Interest Rates From 6.6% to 9.5%, with Varying Maturity Dates through September 2018 [Member] | Maximum [Member] | ||
Long-term debt, interest percentage, per annum | 9.50% | 9.50% |
Long-Term Debt - Schedule of Fu
Long-Term Debt - Schedule of Future Maturities of Long Term Debt (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2,016 | $ 1,111,000 | |
2,017 | 702,000 | |
2,018 | 21,000 | |
2,019 | 9,513,000 | |
2,020 | 10,000 | |
Total long-term debt | $ 11,357,000 | $ 9,587,000 |
Legal Proceedings (Details Narr
Legal Proceedings (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Avila Plumbing and Heating Contractor, Inc [Member] | |
Fail to pay to claims | $ 476,477 |
KBS Builders [Member] | |
Refusing to pay the withholding payment | 518,842 |
Lien amount on property | $ 518,842 |
Leases and Rent Expense (Detail
Leases and Rent Expense (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Leases [Abstract] | ||
Sublease payments received | $ 131,000 | $ 419,000 |
Leases and Rent Expense - Sched
Leases and Rent Expense - Schedule of Operating Leases Rent Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Total rent expense | $ 116,000 | $ 296,000 |
Paid To Company Controlled By Shareholder [Member] | ||
Total rent expense | 94,000 | 266,000 |
Paid To Others [Member] | ||
Total rent expense | $ 22,000 | $ 30,000 |
Common Stock Rights Offering (D
Common Stock Rights Offering (Details Narrative) | Sep. 18, 2015USD ($)$ / sharesshares |
Common stock sold shares | shares | 1,019,746 |
Common stock share price per share | $ / shares | $ 3 |
Net proceeds from offering | $ 2,936,526 |
Gross proceeds from offering | 3,059,238 |
Offering related expences | $ 122,712 |
LSVI [Member] | |
Common stock sold shares | shares | 900,000 |
Stock Incentive Plan and Shar79
Stock Incentive Plan and Share-Based Compensation (Details Narrative) - USD ($) | Jun. 05, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 04, 2014 |
Restricted stock awards | 60,000 | |||
Fair value of stock awards | $ 4.48 | |||
Share-based compensation expense | $ 5,000 | |||
Remaining shares-based compensation expense related to forfeitures | $ 114,000 | |||
2014 Incentive Plan [Member] | ||||
Shares authorized for incentive plan | 100,000 | |||
ATRM Grand [Member] | ||||
Share-based compensation expense | $ 154,000 |
Stock Incentive Plan and Shar80
Stock Incentive Plan and Share-Based Compensation - Schedule of Share-based Compensation, Stock Options, Activity (Details) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Shares, Outstanding, Beginning balance | shares | 38,500 |
Number of Shares, Expired | shares | (11,000) |
Number of Shares, Outstanding, Ending balance | shares | 27,500 |
Number of Shares, Exercisable, Balance | shares | 27,500 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 12.27 |
Weighted Average Exercise Price, Expired | $ / shares | 25.75 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | 6.88 |
Weighted Average Exercise Price, Exercisable, Balance | $ / shares | $ 6.88 |
Weighted Average Remaining Contract Term, Outstanding, Ending balance | 1 year 6 months |
Weighted Average Remaining Contract Term, Exercisable, Balance | 1 year 6 months |
Aggregate Intrinsic Value, Outstanding, Balance | $ | $ 0 |
Aggregate Intrinsic Value, Exercisable, Balance | $ | $ 0 |
Tax Benefit Preservation Plan81
Tax Benefit Preservation Plan / Preferred Stock Rights (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Feb. 13, 2014 | |
Acquired beneficial ownership | 50.00% | 4.99% |
Series B Preferred Stock [Member] | ||
Series B preferred stock, par value | $ 0.001 | |
Exercise price per one one-thousandth of a Preferred Share | $ 30 | |
Preferred stock exercise features | Each right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Participating Preferred Stock, par value $0.001 per share, of the Company at an exercise price of $30.00 per one one-thousandth of a Preferred Share, subject to adjustment. | |
Federal [Member] | ||
Operating loss carryforwards | $ 91,000,000 | |
State [Member] | ||
Operating loss carryforwards | $ 25,000,000 |
Employee Savings 401(K) Plan (D
Employee Savings 401(K) Plan (Details Narrative) | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Minimum age for full time employees | 21 years |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income tax windfall tax deductions | $ 1,300,000 |
Maximum benefit in additional paid in capital from windfall tax deductions | 1,300,000 |
Federal [Member] | |
Operating loss carryforwards | $ 91,000,000 |
Operating loss carryforwards expire date | expire in 2020 |
State [Member] | |
Operating loss carryforwards | $ 25,000,000 |
Operating loss carryforwards expire date | Expire at various times, beginning in 2016 |
Research Tax Credit Carryforward [Member] | |
Tax credit carryforwards | $ 1,300,000 |
Tax credit carryforwards expire date | Expire at various times, beginning in 2016 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit computed at federal statutory rate | $ (1,133) | $ (2,833) |
State taxes, net of federal benefit | (127) | (194) |
Increase valuation allowance | 735 | $ 3,096 |
State NOL expiration/write-off | 39 | |
Adjustment to income tax accruals | 423 | $ (193) |
State research credit expiration | 65 | 125 |
Non-deductible expenses | 3 | 1 |
Other, net | 1 | (2) |
Total income tax expense | $ 6 | $ (464) |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Accounts receivable | $ 141 | $ 87 |
Employee compensation and benefits | 91 | 63 |
Contingent consideration | (268) | (874) |
Amortization | 1,089 | $ 1,638 |
Deferred acquisition costs | 265 | |
NOL and tax credit carryforwards | 32,895 | $ 32,618 |
Warranty accrual | 15 | 12 |
Severance accrual | 97 | 17 |
Other, net | 34 | 76 |
Deferred tax assets (liabilities), net | 34,359 | 33,637 |
Less valuation allowance | (34,372) | $ (33,637) |
Net deferred tax assets (liabilities) | $ (13) |
Product Line, Geographic, Sig86
Product Line, Geographic, Significant Customer and Concentration of Credit Risk Data - Schedule of Product Information (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Percentage of sales | 100.00% | 100.00% |
Residential Homes [Member] | ||
Percentage of sales | 76.00% | 45.00% |
Commercial Structures [Member] | ||
Percentage of sales | 24.00% | 55.00% |
Product Line, Geographic, Sig87
Product Line, Geographic, Significant Customer and Concentration of Credit Risk Data - Schdule of Percentage of Total Sales and Accounts Receivable from Customer (Details) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | ||||
Residential Customers [Member] | Customer A [Member] | |||||
Percentage of total sales | [1] | ||||
Percentage of accounts receivable | [1] | 12.00% | |||
Residential Customers [Member] | Customer B [Member] | |||||
Percentage of total sales | [1] | ||||
Percentage of accounts receivable | 10.30% | [1] | |||
Commercial Customers [Member] | Customer C [Member] | |||||
Percentage of total sales | 14.70% | 17.20% | |||
Percentage of accounts receivable | 26.70% | [1] | |||
Commercial Customers [Member] | Customer D [Member] | |||||
Percentage of total sales | [1] | ||||
Percentage of accounts receivable | [1] | 26.90% | |||
Commercial Customers [Member] | Customer E [Member] | |||||
Percentage of total sales | [1] | 21.70% | |||
Percentage of accounts receivable | [1] | ||||
Commercial Customers [Member] | Customer F [Member] | |||||
Percentage of total sales | [1] | 11.30% | |||
Percentage of accounts receivable | 11.60% | [1] | |||
Commercial Customers [Member] | Customer G [Member] | |||||
Percentage of total sales | [1] | ||||
Percentage of accounts receivable | 10.30% | [1] | |||
[1] | Percent was less than 10% of the total. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Feb. 25, 2016 | Feb. 23, 2016 |
April 2014 LSVI Promissory Note [Member] | ||
Credit facility principal payment | $ 1,000,000 | |
KBS Builders, Inc [Member] | ||
Credit facility maximum borrowing capacity | $ 4,000,000 | |
Credit facility intial draw amount | $ 2,600,000 |