Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 11, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | ATRM Holdings, Inc. | |
Entity Central Index Key | 908,598 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,396,219 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 85 | $ 624 |
Accounts receivable, net | 1,510 | 2,563 |
Costs and estimated profit in excess of billings | 1,524 | 472 |
Inventories | 1,014 | 1,241 |
Fair value of contingent earn-out, current | 384 | 329 |
Other current assets | 322 | 173 |
Total current assets | 4,839 | 5,402 |
Property, plant and equipment, net | 4,142 | 4,452 |
Fair value of contingent earn-out, noncurrent | 305 | 548 |
Goodwill | 1,733 | |
Intangible assets, net | 1,203 | 1,355 |
Total assets | 10,489 | 13,490 |
Current liabilities: | ||
Note payable – revolving line of credit | 2,821 | |
Current portion of long-term debt | 969 | 1,105 |
Trade accounts payable | 4,766 | 3,491 |
Billings in excess of costs and estimated profit | 474 | 765 |
Accrued compensation | 375 | 104 |
Other accrued liabilities | 1,398 | 1,984 |
Total current liabilities | 10,803 | 7,449 |
Long-term debt, less current portion | 9,071 | 10,252 |
Deferred income taxes | 18 | 13 |
Commitments and contingencies | ||
Shareholders' deficit: | ||
Common stock, $.001 par value; 3,000,000 shares authorized; 2,266,219 and 2,206,219 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 2 | 2 |
Additional paid-in capital | 69,540 | 69,425 |
Accumulated deficit | (78,945) | (73,651) |
Total shareholders' deficit | (9,403) | (4,224) |
Total liabilities and shareholders' deficit | $ 10,489 | $ 13,490 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 3,000,000 | 3,000,000 |
Common stock, shares issued | 2,266,219 | 2,206,219 |
Common stock, shares outstanding | 2,266,219 | 2,206,219 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 6,923 | $ 6,426 | $ 17,875 | $ 20,027 |
Costs and expenses: | ||||
Cost of sales | 6,326 | 6,912 | 17,166 | 20,414 |
Selling, general and administrative expenses | 984 | 1,534 | 3,171 | 3,664 |
Goodwill impairment charge | 1,733 | 1,733 | ||
Total costs and expenses | 9,043 | 8,446 | 22,070 | 24,078 |
Operating loss | (2,120) | (2,020) | (4,195) | (4,051) |
Other expense: | ||||
Interest expense | (392) | (318) | (1,116) | (1,107) |
Change in fair value of contingent earn-out | 22 | (62) | 24 | (62) |
Settlement gain | 3,687 | |||
Loss from operations before income taxes | (2,490) | (2,400) | (5,287) | (1,533) |
Income tax expense | (2) | (2) | (7) | (4) |
Net loss | $ (2,492) | $ (2,402) | $ (5,294) | $ (1,537) |
Loss per share, basic and diluted | $ (1.10) | $ (1.80) | $ (2.37) | $ (1.24) |
Weighted average common shares outstanding, basic and diluted | 2,266 | 1,331 | 2,232 | 1,235 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (5,294) | $ (1,537) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 227 | 237 |
Amortization expense, intangible assets | 152 | 282 |
Amortization expense, deferred financing costs | 65 | |
Share-based compensation expense | 115 | 86 |
Provision (credit) for bad debts | (40) | 48 |
Settlement gain | (3,687) | |
Facility expense accrual credit | (54) | |
Loss (gain) on sale of equipment | 25 | (4) |
Deferred income taxes | 5 | 11 |
Change in fair value of contingent earn-out | (24) | 62 |
Goodwill impairment charge | 1,733 | |
Paid-in-kind (PIK) interest | 534 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,093 | (971) |
Costs and estimated profit in excess of billings | (1,053) | 804 |
Inventories | 227 | 155 |
Other current assets | (148) | (69) |
Trade accounts payable | 1,220 | (432) |
Billings in excess of costs and estimated profit | (291) | 421 |
Accrued compensation | 271 | 185 |
Other accrued liabilities | (587) | 445 |
Net cash used in operating activities | (1,770) | (4,018) |
Cash flows from investing activities: | ||
Proceeds from earn-out consideration | 212 | 1,088 |
Purchase of property and equipment | (51) | (47) |
Sale of equipment | 109 | 9 |
Net cash generated by investing activities | 270 | 1,050 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of offering expenses | 2,954 | |
Proceeds from issuance of long-term debt | 1,059 | |
Proceeds from revolving line of credit | 17,112 | |
Principal payments on revolving line of credit | (14,126) | |
Payment of deferred financing costs | (175) | |
Principal payments on long-term debt | (1,850) | (1,298) |
Net cash generated by financing activities | 961 | 2,715 |
Net decrease in cash and cash equivalents | (539) | (253) |
Cash and cash equivalents at beginning of period | 624 | 1,996 |
Cash and cash equivalents at end of period | 85 | 1,743 |
Supplemental cash flow information: | ||
Cash paid for interest expense | 783 | 1,036 |
Settlement Agreement: - reduction of note payable to seller | 3,226 | |
Settlement Agreement: - forgiveness of accrued interest | 461 | |
Deferred financing costs recorded in accounts payable | $ 55 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include the accounts of ATRM Holdings, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. References in the notes to the condensed consolidated financial statements to ATRM, the Company, we, us or our, unless the context otherwise requires, refer to ATRM Holdings, Inc. and its subsidiaries and their respective predecessors. Our modular housing business is operated by our wholly-owned subsidiaries KBS Builders, Inc. and Maine Modular Haulers, Inc. (collectively referred to as KBS). The condensed consolidated balance sheet at December 31, 2015, has been derived from our audited financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements include all adjustments (consisting only of normal, recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the operating results to be expected for the full year or any future period. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures, normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted, pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2015. The Company is in the process of dissolving its subsidiary, Maine Modular Haulers, Inc. (MMH). MMH was used to provide transportation, logistics and other related services for the transportation of KBSs completed modular buildings. In 2016, the Company decided to outsource these services and has disposed of MMHs trucks and the frames (trailers) were sold to KBS. KBS is coordinating the transportation and logistics and has outsourced the hauling of its completed modular buildings. The Company expects MMH to be fully dissolved by December 31, 2016. |
Financial Position, Liquidity a
Financial Position, Liquidity and Capital Resources | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Position, Liquidity and Capital Resources | 2. FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES We have incurred significant operating losses and, as of September 30, 2016, we had an accumulated deficit of approximately $79 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 issued various unsecured promissory notes to finance our acquisition of KBS in 2014 and to provide for our general working capital needs since the acquisition (see Notes 11 and 12). On February 23, 2016, as described in Note 11, we entered into a loan and security agreement with Gerber Finance Inc. (Gerber Finance) that provides KBS with a revolving line of credit with borrowing availability of up to $4.0 million (the KBS Loan Agreement). As of September 30, 2016, we had outstanding debt totaling approximately $12.9 million. This debt included $2.8 million (net of deferred financing costs) owed under a line of credit with Gerber Finance under the KBS Loan Agreement and approximately $1.0 million principal amount outstanding under an unsecured promissory note issued to the primary seller of KBS. Our debt also includes $4.3 million principal amount outstanding under a promissory note issued to Lone Star Value Investors, LP (LSVI) and $4.8 million principal amount outstanding under 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 August 12, 2016, the Company, LSVI and LSV Co-Invest I amended the LSVI and LSV Co-Invest I promissory notes allowing the Company, at its sole option, to elect to make any interest payment in paid in kind interest (PIK Interest) at an annual rate of 12% (versus the 10% interest rate applied to cash payments) for that period. The Company elected the PIK Interest option for the six-month period ended June 30, 2016. Accordingly, interest for the six months ended June 30, 2016, totaling $534,000 (calculated at the PIK Interest rate of 12%), was added to the balance of the LSVI and LSV Co-Invest I promissory notes. 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. We intend to pursue new financing at the parent company 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 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, borrowings available under the KBS Loan Agreement 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 one year from September 30, 2016. |
Recently Adopted Accounting Pro
Recently Adopted Accounting Pronouncement | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Pronouncement | 3. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENT In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. FAIR VALUE MEASUREMENTS Financial assets reported at fair value on a recurring basis included the following at September 30, 2016 (in thousands): Level 1 Level 2 Level 3 Contingent earn-out receivable related to the transfer of test handler product line: Current portion $ $ $ 384 Noncurrent portion 305 Total $ $ $ 689 Assets reported at fair value on a nonrecurring basis included the following at September 30, 2016 (in thousands): Level 1 Level 2 Level 3 Total Losses Goodwill (1) $ $ $ ($ 1,733 ) (1) Goodwill with a carrying value of $1.7 million was written down to zero at September 30, 2016. As a result, we recorded an impairment charge of $1.7 million in the three and nine months ended September 30, 2016 as described in Note 7. The following table summarizes the Level 3 activity for our earn-out receivable related to the transfer of our test handler product line (in thousands): Earn-out Balance at December 31, 2015 $ 877 Add - adjustment based on fair value assessments 24 Subtract settlements (212 ) Balance at September 30, 2015 $ 689 The following table summarizes the Level 3 activity for our goodwill measured on a non-recurring basis (in thousands): Earn-out Balance at December 31, 2015 $ 1,733 Subtract goodwill impairment recorded at September 30, 2016 (included in earnings) (1,733 ) Balance at September 30, 2015 $ Quantitative information about Level 3 fair value measurements on a recurring basis at September 30, 2016 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 Total projected revenue $ 11 million Revenue growth rate 0 % Performance weighted average 60% to 125% Discount rate 10 % Quantitative information about Level 3 fair value measurements on a nonrecurring basis at September 30, 2016 is summarized in the table below: Fair Value Asset Valuation Technique Unobservable Input Amount Goodwill Discounted cash flow Projected annual revenue $ 32 million Annual revenue growth rate 0 % Discount rate 20 % |
Accounts Receivable, Net
Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 5. ACCOUNTS RECEIVABLE, NET Accounts receivable consists of the following (in thousands): September 30, 2016 December 31, 2015 (Unaudited) Contract billings $ 1,770 $ 2,586 Retainage 347 Subtotal 1,770 2,933 Less - allowance for doubtful accounts (260 ) (370 ) Accounts receivable, net $ 1,510 $ 2,563 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. INVENTORIES Inventories are comprised of the following (in thousands): September 30, 2016 December 31, 2015 (Unaudited) Raw materials $ 939 $ 1,120 Finished goods 75 121 Total inventories $ 1,014 $ 1,241 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 7. GOODWILL AND INTANGIBLE ASSETS, NET Intangible assets are comprised of the following (in thousands): September 30, 2016 (unaudited) December 31, 2015 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 Trademarks 290 290 290 290 Total 290 290 2,023 2,023 Finite-lived intangible assets: Customer relationships 1,420 (507 ) 913 1,420 (355 ) 1,065 Total 1,420 (507 ) 913 1,420 (355 ) 1,065 Total intangible assets $ 1,710 $ (507 ) $ 1,203 $ 3,443 $ (355 ) $ 3,088 Due to continued losses at KBS, we evaluated the KBS goodwill for impairment at September 30, 2016, and determined it was impaired. Accordingly, we recorded an impairment charge of $1.7 million in the quarter ended September 30, 2016. Amortization expense amounted to approximately $51,000 and $152,000 for the three and nine months ended September 30, 2016, respectively, and approximately $61,000 and $282,000 for the three and nine months ended September 30, 2015, respectively. Estimated amortization of purchased intangible assets over the next five years is as follows (in thousands): 2016 (three months) $ 51 2017 203 2018 203 2019 203 2020 203 Thereafter 50 Total $ 913 |
Uncompleted Construction Contra
Uncompleted Construction Contracts | 9 Months Ended |
Sep. 30, 2016 | |
Contractors [Abstract] | |
Uncompleted Construction Contracts | 8. UNCOMPLETED CONSTRUCTION CONTRACTS The status of uncompleted construction contracts is as follows (in thousands): September 30, 2016 December 31, 2015 (Unaudited) Costs incurred on uncompleted contracts $ 3,152 $ 1,155 Inventory purchased for specific contracts 1,449 1,819 Estimated profit 551 142 Subtotal 5,152 3,116 Less billings to date (4,102 ) (3,409 ) Total $ 1,050 $ (293 ) Included in the following balance sheet captions: Costs and estimated profit in excess of billings $ 1,524 $ 472 Billings in excess of costs and estimated profit (474 ) (765 ) Total $ 1,050 $ (293 ) The Company had approximately $7.8 million of work under contract remaining to be recognized at September 30, 2016. |
Accounts Payable Retainage
Accounts Payable Retainage | 9 Months Ended |
Sep. 30, 2016 | |
Accounts Payable Retainage | |
Accounts Payable Retainage | 9. ACCOUNTS PAYABLE RETAINAGE Accounts payable of approximately $4.8 million at September 30, 2016, included retainage amounts due to subcontractors of approximately $0.5 million. Accounts payable of approximately $3.5 million at December 31, 2015 included retainage amounts due to subcontractors totaling approximately $0.5 million. Retainage balances at September 30, 2016 are expected to be settled within the next 12 months. |
Other Accrued Liabilities
Other Accrued Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | 10. OTHER ACCRUED LIABILITIES Other accrued liabilities are comprised of the following (in thousands): September 30, 2016 December 31, 2015 (Unaudited) Accrued interest expense $ 285 $ 502 Accrued severance and related costs 15 331 Accrued sales taxes 499 562 Accrued health insurance costs 172 133 Accrued sales rebates 359 402 Accrued warranty 47 39 Other 21 15 Total other accrued liabilities $ 1,398 $ 1,984 In connection with a restructuring of our KBS operations during the third quarter of 2015, we terminated a total of six employees. Accrued severance costs of $15,000 as of September 30, 2016, are payable in equal weekly amounts through October 2016. Changes in accrued warranty are summarized below (in thousands): Nine months ended September 30, 2016 2015 Accrual balance, beginning of period $ 39 $ 78 Accruals for warranties 37 10 Settlements made (29 ) (31 ) Accrual balance, end of period $ 47 $ 57 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 11. NOTES PAYABLE On February 23, 2016, ATRM and KBS entered into the KBS Loan Agreement with Gerber Finance, providing KBS with a revolving line of credit with borrowing availability of up to $4.0 million. The initial term of the KBS Loan Agreement expires on February 22, 2018, but extends automatically for additional one-year periods unless a party provides prior written notice of termination. Availability under the line of credit is based on a formula tied to KBSs eligible accounts receivable, inventory, equipment and real estate. Borrowings bear interest at the prime rate plus 2.75%, with interest payable monthly. The outstanding principal balance is payable upon expiration of the term of the KBS Loan Agreement. The KBS Loan Agreement also provides for certain fees payable to Gerber Finance during its term. KBSs obligations under the KBS Loan Agreement are secured by all of its property and assets and are guaranteed by ATRM. Unsecured promissory notes issued by KBS and ATRM are subordinate to KBSs obligations under the KBS Loan Agreement. The KBS Loan Agreement contains representations, warranties, affirmative and negative covenants, events of default and other provisions customary for financings of this type. Financial covenants require that KBS maintains a maximum leverage ratio (as defined in the KBS Loan Agreement) of 7:1 at December 31, 2016, and that KBS not incur a net annual post-tax loss in any fiscal year during the term of the KBS Loan Agreement. At this time, the Company is projecting that it will not be in compliance with these covenants at December 31, 2016, and has begun discussions with Gerber Finance as to obtaining a waiver. Should the Company be unable to obtain a waiver from Gerber Finance, it would become an event of default. The occurrence of any event of default under the KBS Loan Agreement may result in KBSs obligations under the KBS Loan Agreement becoming immediately due and payable. KBS made an initial draw of approximately $2.6 million against the line of credit on February 23, 2016, and the balance owing under the KBS Loan Agreement was approximately $3.0 million at September 30, 2016. We incurred approximately $230,000 of debt issuance costs in connection with the KBS Loan Agreement. As discussed in Note 3, we present unamortized debt issuance costs as a deduction from the carrying amount of the line of credit balance. As of September 30, 2016, the net carrying value of the line of credit was as follows: Line of credit balance $ 2,986 Unamortized debt issuance costs (165 ) Line of credit balance, net $ 2,821 In April 2014, as partial consideration for the purchase of KBS, we issued a $5.5 million promissory note to the primary seller of KBS. 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 of the note to reduce its principal amount from $5.5 million to $2.5 million and the forgiveness of all then-accrued interest related to the note. The Company recorded a gain of $3.7 million related to the settlement in June 2015, which is reflected in the nine-month period ended September 30, 2015. The amended principal amount is payable in monthly installments of $100,000 on the first business day of each month, which began on July 1, 2015. See Note 12. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 12. LONG-TERM DEBT Long-term debt consists of the following (in thousands): September 30, 2016 December 31, 2015 (Unaudited) Promissory note payable to LSVI, issued on April 1, 2014, unsecured, 10% per annum interest payable semi-annually in July and January (12% per annum if PIK Interest option is elected), with any unpaid principal and interest due on April 1, 2019 (1) $ 4,261 $ 5,000 Promissory notes payable to LSV Co-Invest I, unsecured, 10% per annum interest payable semi-annually in July and January (12% per annum if PIK Interest option is elected), with any unpaid principal and interest due on April 1, 2019 (2) 4,773 4,500 Promissory note payable, unsecured, payable in monthly installments of $100,000 through July 2017, interest imputed at 9.5% (3) 958 1,757 Installment payment agreement, 8.0% per annum interest, payable in monthly installments of $1,199 through September 2020 (4) 48 56 Notes payable, secured by equipment, 6.6% per annum interest, with varying maturity dates through September 2018 44 Total long-term debt 10,040 11,357 Current portion (969 ) (1,105 ) Noncurrent portion $ 9,071 $ 10,252 (1) In April 2014, we issued the promissory note to LSVI in the original principal amount of $6.0 million. The proceeds from the note were used to finance a portion of the purchase price for the acquisition of KBS. ATRM made principal payments on the note of $1.0 million on each of December 30, 2014, and February 25, 2016. On August 31, 2016, ATRM elected to pay PIK Interest for the six-month period ended June 30, 2016, totaling $261,000, which has been added to the principal balance. The note is subordinate to obligations under the KBS Loan Agreement. (2) In 2014, in order to provide additional working capital to ATRM, we issued two promissory notes to LSV Co-Invest I in the amounts of $2.5 million and $2.0 million, respectively. On August 31, 2016, ATRM elected to pay PIK Interest for the six-month period ended June 30, 2016, totaling $273,000, which has been added to the principal balance. The notes are subordinate to obligations under the KBS Loan Agreement. (3) Promissory note payable to the principal seller of KBS. The note does not accrue interest unless it is in default, in which case the annual interest rate would be 10%. The Company has imputed interest at an annual rate of 9.5%. (4) Agreement to finance the purchase of software license rights and consulting services related to the implementation of enterprise management information system. On August 12, 2016, the Company and LSVI and LSV Co-Invest I amended the LSVI and LSV Co-Invest I promissory notes allowing the Company, at its sole option, to elect to make any interest payment in PIK Interest at an effective rate of 12% per annum (versus the 10% interest rate applied to cash payments) for that period. As of August 31, 2016, the Company elected the PIK Interest option for the six-month period ended June 30, 2016. As a result, interest expense for the nine months ended September 30, 2016, includes PIK Interest related to the LSVI and LSV Co-Invest I promissory notes for the semi-annual interest period ended June 30, 2016, totaling $534,000 (calculated at the PIK Interest rate of 12% per annum), which includes the incremental interest of approximately $89,000 for that interest period. This interest has been added to the principal balance of those promissory notes. For the three months ended September 30, 2016, the Company accrued interest expense on the LSVI and LSV Co-Invest I promissory notes at a rate of 12% per annum, based on its current intention to exercise the PIK Interest option for the semi-annual interest period ending December 31, 2016. As of September 30, 2016, LSVI owned 1,067,885 shares of our common stock, or approximately 47.1% of our outstanding shares. 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. 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 consisting solely of independent directors. |
Stock Incentive Plan and Share-
Stock Incentive Plan and Share-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plan and Share-Based Compensation | 13. STOCK INCENTIVE PLAN 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 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 our Board of Directors 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 our Board of Directors. The purpose of the 2014 Plan is to provide employees, consultants and members of our Board of Directors 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 its then chief financial officer. The shares vested 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 $0 and $115,000 for the three and nine months ended September 30, 2016, respectively, and $66,000 and $86,000 for the three and nine months ended September 30, 2015, respectively, and is included in the caption Selling, general and administrative expenses in our condensed consolidated statement of operations. These shares became fully vested as of June 30, 2016, and all compensation expense related to these grants have been fully recognized. 2003 Stock Incentive Plan A stock incentive plan approved by our shareholders and adopted in May 2003 (the 2003 Plan) terminated in February 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 nine months ended September 30, 2016: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term Aggregate Intrinsic Value (in thousands) Outstanding, January 1, 2016 27,500 $ 6.88 No activity during the nine months ended September 30, 2016 Outstanding, September 30, 2016 27,500 $ 6.88 0.75 years $ 0 Exercisable, September 30, 2016 27,500 $ 6.88 0.75 years $ 0 All stock options outstanding at September 30, 2016, are nonqualified options which expire at varying dates through November 2017. The aggregate intrinsic values in the table above are zero because the option exercise prices for all outstanding options exceeded ATRMs closing stock price on September 30, 2016. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. INCOME TAXES 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. At September 30, 2016, we have recorded a deferred tax liability of $18,000 for the taxable differences related to our indefinite-lived intangible assets when calculating our valuation allowance due to the unpredictability of the reversal of these differences. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | 15. 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 only as to the dismissal of UTHEs RICO claim. 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 of UTHEs RICO claim and remanded the case back to the district court for further proceedings. On April 20, 2016, the district court stayed the case pending a decision in the Supreme Court case RJR Nabisco, Inc. v. The European Community RJR Nabisco RJR Nabisco 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) had alleged that Modular Fun I, Inc., f/k/a KBS Building Systems Inc. & KBS Builders, Inc. (the KBS Parties) had failed to pay Contractor $476,477.46 that Contractor had claimed it was entitled to pursuant to contracts between it and the KBS Parties. Contractor had claimed 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 had claimed it did the work and furnished the materials contracted for and that the KBS Parties had not paid it pursuant to the contract. KBS had countersued for breach of contract and negligence, claiming that Contractor had 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 had refused to pay KBS $518,842 that KBS was owed citing significant deficiencies in work performed and materials installed by Contractor as its reason for withholding payment from KBS. KBS had filed a lien in the amount of $518,842 on the property where such project is located and had 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 case was dismissed on April 12, 2016. KBE Building Corporation v. KBS Builders, Inc., and ATRM Holdings, Inc., et. al. At the time of the KBS acquisition in April 2014, KBS purchased receivables for a construction project known as the Nelton Court Housing Project (Nelton Court) in Hartford, CT, and also performed certain punch-list and warranty work. Modular units for the Nelton Court project were supplied by KBS Building Systems, Inc. (KBS-BSI) pursuant to a contract with KBE Building Corporation (KBE). KBE has asserted claims against KBS-BSI, KBS and ATRM arising out of alleged delays, and for the repair of certain alleged defects in the modular units supplied to the project. KBEs claim seeks an unspecified amount of damages. The action has been transferred to the complex litigation docket of the Hartford Superior Court. The Court has set a trial date for February 2018. We continue to believe that the claims asserted in this matter do not have any merit and intend to vigorously defend the action. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. SUBSEQUENT EVENTS EBGL Asset Purchase On October 4, 2016, the Company acquired certain assets of EdgeBuilder Wall Panels, Inc. and Glenbrook Lumber & Supply, Inc. (collectively, the Sellers) through the Companys newly-formed wholly-owned subsidiaries EdgeBuilder, Inc. (EdgeBuilder) and Glenbrook Building Supply, Inc. (Glenbrook), respectively, pursuant to the terms of an Asset Purchase Agreement, dated as of the same date (the Purchase Agreement), by and among the Company, EdgeBuilder, Glenbrook, the Sellers and the individual owners of the Sellers (the EBGL Acquisition). The Company operates the businesses of EdgeBuilder and Glenbrook on a combined basis, and such businesses are referred to on a combined basis as EBGL. Consideration for the EBGL Acquisition included approximately $4.0 million in cash, of which approximately $3.0 million (net of liability assumed) was paid at closing and $1.0 million is payable in four equal installments on the first day of each of the next four fiscal quarters, and 100,000 shares of the Companys common stock, and a potential earn-out payment of up to $1.0 million based upon the amount by which EBGLs gross profit over the 12 months commencing October 1, 2016, exceeds a specified target and the assumption of certain liabilities of the Sellers related to the purchased assets. The cash portion of the purchase price is subject to a post-closing adjustment based on the amount of inventory and pre-paid expenses included in the purchased assets, and the shares are subject to transfer restrictions for 12 months following the closing. Estimated total purchase price is as follows: Cash paid at closing $ 2,960 NPV of deferred payment 941 Fair Value of contingent earnout 943 Fair value of ATRM common stock issued 149 Estimated true-up payment 206 Total purchase price $ 5,199 Preliminary fair values of assets and liabilities acquired in the transaction are as follows: Inventory $ 894 Equipment 289 Prepaid and other assets 12 Assumed Liabilities (PTO) (40 ) Intangibles (backlog, customer list, trademarks, goodwill) 4,044 Total net assets acquired $ 5,199 We incurred expenses for professional fees associated with the EBGL Acquisition of approximately $0.4 million in the nine months ended September 30, 2016. These costs are included in the caption Selling, general and administrative expenses in our condensed consolidated statement of operations. Financing from Gerber Finance Inc. On October 4, 2016, concurrently with the closing of the EGBL Acquisition, the Company entered into a Loan and Security Agreement, dated as of the same date (the EBGL Acquisition Loan Agreement), with EBGL as the borrowers, the Company and its wholly-owned subsidiaries KBS Builders, Inc. and Maine Modular Haulers, Inc. as guarantors, and Gerber Finance as the lender, pursuant to which Gerber Finance provided EBGL with $3.0 million in financing for the EBGL Acquisition. On October 4, 2016, concurrently with the closing of the EBGL Acquisition, the same parties also entered into a Loan and Security Agreement, dated as of the same date (the EBGL LOC Loan Agreement), pursuant to which Gerber Finance agreed to provide EBGL with a working capital line of credit of up to $3.0 million. The EBGL Acquisition Loan Agreement and the EBGL LOC Loan Agreement are referred to collectively as the EBGL Loan Agreements. Borrowings under the EBGL Acquisition Loan Agreement bear interest at the prime rate plus 3.00%, with interest payable monthly and the outstanding principal balance payable upon expiration of the term of the EBGL Acquisition Loan Agreement. The initial term of the EBGL Acquisition Loan Agreement expires on December 31, 2018, but extends automatically for additional one-year periods unless a party provides prior written notice of termination. Availability under the EBGL LOC Loan Agreement is based on a formula tied to the borrowers eligible accounts receivable, inventory and equipment, and borrowings bear interest at the prime rate plus 2.75%, with interest payable monthly and the outstanding principal balance payable upon expiration of the term of the EBGL LOC Loan Agreement. Initially, availability under the EBGL LOC Loan Agreement is limited to $1.0 million, which amount may be increased to up to $3.0 million in increments upon request of the borrowers and in the discretion of Gerber Finance. The initial term of the EBGL LOC Loan Agreement expires on October 3, 2018, but extends automatically for additional one-year periods unless a party provides prior written notice of termination. The EBGL Loan Agreements provide for certain fees payable to Gerber Finance during their terms, including but not limited to a monthly minimum loan amount fee and an annual facility fee. The borrowers obligations under the EBGL Loan Agreements are secured by all of their property and assets and are guaranteed by the Company and its other subsidiaries. The EBGL Loan Agreements contain representations, warranties, affirmative and negative covenants, events of default and other provisions customary for agreements of this type. Financial covenants include maintenance of a minimum tangible net worth and a minimum debt service coverage ratio at fiscal year end. The occurrence of any event of default under any EBGL Loan Agreement may result in the obligations thereunder becoming immediately due and payable. As a condition to the extension of credit to the borrowers under the EBGL Loan Agreements, the Sellers entered into a subordination agreement, and certain holders of unsecured promissory notes issued by the Company entered into amendments to their existing subordination agreements, with Gerber Finance and the Company pursuant to which the obligations of the Company to such parties are subordinated to the obligations to Gerber Finance under the EBGL Loan Agreements. Financing from Lone Star Value Co-Invest I, LP On October 4, 2016, the Company issued to LSV Co-Invest I an unsecured promissory note made by the Company in the principal amount of $2.0 million in exchange for $2.0 million in cash (the October 2016 LSV Co-Invest I Note). The October 2016 LSV Co-Invest I Note was issued pursuant to a securities purchase agreement by and between the Company and LSV Co-Invest I. The October 2016 LSV Co-Invest I Note bears interest at 10.0% per annum, with interest payable semiannually; provided, however, for interest accruing during the 365 days after the issuance of the October 2016 LSV Co-Invest I Note, the Company may elect to make any interest payment in PIK Interest at an annual rate of 12.0%, so long as any such interest payment is made either entirely in PIK Interest or 50% cash and 50% PIK Interest. LSV Co-Invest I may elect to receive PIK Interest in lieu of cash starting 366 days after the issuance of the October 2016 LSV Co-Invest I Note. Any unpaid principal and interest under the October 2016 LSV Co-Invest I Note is due on April 1, 2019. The Company may prepay the October 2016 LSV Co-Invest I Note at any time after a specified amount of advance notice to LSV Co-Invest I (subject to restrictions under the Companys loan agreements with Gerber Finance). The October 2016 LSV Co-Invest I Note provides for customary events of default, the occurrence of any of which may result in the principal and unpaid interest then outstanding becoming immediately due and payable. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 included the following at September 30, 2016 (in thousands): Level 1 Level 2 Level 3 Contingent earn-out receivable related to the transfer of test handler product line: Current portion $ $ $ 384 Noncurrent portion 305 Total $ $ $ 689 |
Schedule of Assets Reported Fair Value on Nonrecurring | Assets reported at fair value on a nonrecurring basis included the following at September 30, 2016 (in thousands): Level 1 Level 2 Level 3 Total Losses Goodwill (1) $ $ $ ($ 1,733 ) (1) Goodwill with a carrying value of $1.7 million was written down to zero at September 30, 2016. As a result, we recorded an impairment charge of $1.7 million in the three and nine months ended September 30, 2016 as described in Note 7. |
Schedule of Fair Value of Assets Activity | The following table summarizes the Level 3 activity for our earn-out receivable related to the transfer of our test handler product line (in thousands): Earn-out Balance at December 31, 2015 $ 877 Add - adjustment based on fair value assessments 24 Subtract settlements (212 ) Balance at September 30, 2015 $ 689 |
Schedule of Fair Value of Goodwill Activity | The following table summarizes the Level 3 activity for our goodwill measured on a non-recurring basis (in thousands): Earn-out Balance at December 31, 2015 $ 1,733 Subtract goodwill impairment recorded at September 30, 2016 (included in earnings) (1,733 ) Balance at September 30, 2015 $ |
Schedule of Quantitative Information Level 3 Fair Value Measurements | Quantitative information about Level 3 fair value measurements on a recurring basis at September 30, 2016 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 Total projected revenue $ 11 million Revenue growth rate 0 % Performance weighted average 60% to 125% Discount rate 10 % Quantitative information about Level 3 fair value measurements on a nonrecurring basis at September 30, 2016 is summarized in the table below: Fair Value Asset Valuation Technique Unobservable Input Amount Goodwill Discounted cash flow Projected annual revenue $ 32 million Annual revenue growth rate 0 % Discount rate 20 % |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consists of the following (in thousands): September 30, 2016 December 31, 2015 (Unaudited) Contract billings $ 1,770 $ 2,586 Retainage 347 Subtotal 1,770 2,933 Less - allowance for doubtful accounts (260 ) (370 ) Accounts receivable, net $ 1,510 $ 2,563 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are comprised of the following (in thousands): September 30, 2016 December 31, 2015 (Unaudited) Raw materials $ 939 $ 1,120 Finished goods 75 121 Total inventories $ 1,014 $ 1,241 |
Goodwill and Intangible Asset25
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following (in thousands): September 30, 2016 (unaudited) December 31, 2015 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 Trademarks 290 290 290 290 Total 290 290 2,023 2,023 Finite-lived intangible assets: Customer relationships 1,420 (507 ) 913 1,420 (355 ) 1,065 Total 1,420 (507 ) 913 1,420 (355 ) 1,065 Total intangible assets $ 1,710 $ (507 ) $ 1,203 $ 3,443 $ (355 ) $ 3,088 |
Schedule of Estimated Amortization of Intangible Assets | Estimated amortization of purchased intangible assets over the next five years is as follows (in thousands): 2016 (three months) $ 51 2017 203 2018 203 2019 203 2020 203 Thereafter 50 Total $ 913 |
Uncompleted Construction Cont26
Uncompleted Construction Contracts (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Contractors [Abstract] | |
Schedule of Uncompleted Contracts | The status of uncompleted construction contracts is as follows (in thousands): September 30, 2016 December 31, 2015 (Unaudited) Costs incurred on uncompleted contracts $ 3,152 $ 1,155 Inventory purchased for specific contracts 1,449 1,819 Estimated profit 551 142 Subtotal 5,152 3,116 Less billings to date (4,102 ) (3,409 ) Total $ 1,050 $ (293 ) Included in the following balance sheet captions: Costs and estimated profit in excess of billings $ 1,524 $ 472 Billings in excess of costs and estimated profit (474 ) (765 ) Total $ 1,050 $ (293 ) |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities are comprised of the following (in thousands): September 30, 2016 December 31, 2015 (Unaudited) Accrued interest expense $ 285 $ 502 Accrued severance and related costs 15 331 Accrued sales taxes 499 562 Accrued health insurance costs 172 133 Accrued sales rebates 359 402 Accrued warranty 47 39 Other 21 15 Total other accrued liabilities $ 1,398 $ 1,984 |
Schedule of Changes in Accrued Warranty | Changes in accrued warranty are summarized below (in thousands): Nine months ended September 30, 2016 2015 Accrual balance, beginning of period $ 39 $ 78 Accruals for warranties 37 10 Settlements made (29 ) (31 ) Accrual balance, end of period $ 47 $ 57 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Net Carrying Value of Line of Credit | As of September 30, 2016, the net carrying value of the line of credit was as follows: Line of credit balance $ 2,986 Unamortized debt issuance costs (165 ) Line of credit balance, net $ 2,821 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of the following (in thousands): September 30, 2016 December 31, 2015 (Unaudited) Promissory note payable to LSVI, issued on April 1, 2014, unsecured, 10% per annum interest payable semi-annually in July and January (12% per annum if PIK Interest option is elected), with any unpaid principal and interest due on April 1, 2019 (1) $ 4,261 $ 5,000 Promissory notes payable to LSV Co-Invest I, unsecured, 10% per annum interest payable semi-annually in July and January (12% per annum if PIK Interest option is elected), with any unpaid principal and interest due on April 1, 2019 (2) 4,773 4,500 Promissory note payable, unsecured, payable in monthly installments of $100,000 through July 2017, interest imputed at 9.5% (3) 958 1,757 Installment payment agreement, 8.0% per annum interest, payable in monthly installments of $1,199 through September 2020 (4) 48 56 Notes payable, secured by equipment, 6.6% per annum interest, with varying maturity dates through September 2018 44 Total long-term debt 10,040 11,357 Current portion (969 ) (1,105 ) Noncurrent portion $ 9,071 $ 10,252 (1) In April 2014, we issued the promissory note to LSVI in the original principal amount of $6.0 million. The proceeds from the note were used to finance a portion of the purchase price for the acquisition of KBS. ATRM made principal payments on the note of $1.0 million on each of December 30, 2014, and February 25, 2016. On August 31, 2016, ATRM elected to pay PIK Interest for the six-month period ended June 30, 2016, totaling $261,000, which has been added to the principal balance. The note is subordinate to obligations under the KBS Loan Agreement. (2) In 2014, in order to provide additional working capital to ATRM, we issued two promissory notes to LSV Co-Invest I in the amounts of $2.5 million and $2.0 million, respectively. On August 31, 2016, ATRM elected to pay PIK Interest for the six-month period ended June 30, 2016, totaling $273,000, which has been added to the principal balance. The notes are subordinate to obligations under the KBS Loan Agreement. (3) Promissory note payable to the principal seller of KBS. The note does not accrue interest unless it is in default, in which case the annual interest rate would be 10%. The Company has imputed interest at an annual rate of 9.5%. (4) Agreement to finance the purchase of software license rights and consulting services related to the implementation of enterprise management information system. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Schedule of Estimated Total Purchase Price | Estimated total purchase price is as follows: Cash paid at closing $ 2,960 NPV of deferred payment 941 Fair Value of contingent earnout 943 Fair value of ATRM common stock issued 149 Estimated true-up payment 206 Total purchase price $ 5,199 |
Schedule of Preliminary Fair Values of Assets and Liabilities | Preliminary fair values of assets and liabilities acquired in the transaction are as follows: Inventory $ 894 Equipment 289 Prepaid and other assets 12 Assumed Liabilities (PTO) (40 ) Intangibles (backlog, customer list, trademarks, goodwill) 4,044 Total net assets acquired $ 5,199 |
Stock Incentive Plan and Shar31
Stock Incentive Plan and Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 nine months ended September 30, 2016: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term Aggregate Intrinsic Value (in thousands) Outstanding, January 1, 2016 27,500 $ 6.88 No activity during the nine months ended September 30, 2016 Outstanding, September 30, 2016 27,500 $ 6.88 0.75 years $ 0 Exercisable, September 30, 2016 27,500 $ 6.88 0.75 years $ 0 |
Financial Position, Liquidity32
Financial Position, Liquidity and Capital Resources (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Aug. 31, 2016 | Aug. 12, 2016 | Feb. 23, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 30, 2014 | |
Accumulated deficit | $ 78,945,000 | $ 78,945,000 | $ 73,651,000 | ||||||||
Line of credit, current, net of deferred financing costs | 3,337,000 | 3,337,000 | |||||||||
Interest Expense | 392,000 | $ 318,000 | 1,116,000 | $ 1,107,000 | |||||||
Payment In-Kind [Member] | |||||||||||
Debt principal amount | $ 261,000 | ||||||||||
Debt instrument annual interest rate | 12.00% | ||||||||||
Gerber Finance Inc [Member] | Loan And Security Agreement [Member] | |||||||||||
Line of credit with maximum borrowing availability | $ 4,000,000 | ||||||||||
Line of credit, current, net of deferred financing costs | $ 3,300,000 | ||||||||||
KBS Builders [Member] | |||||||||||
Outstanding debt | 12,900,000 | 12,900,000 | |||||||||
Line of credit, current, net of deferred financing costs | $ 2,800,000 | $ 2,800,000 | |||||||||
Debt instrument annual interest rate | 10.00% | 10.00% | |||||||||
KBS Builders [Member] | Unsecured Promissory Note [Member] | |||||||||||
Debt principal amount | $ 1,000,000 | $ 1,000,000 | |||||||||
Lone Star Value Investors, LP [Member] | |||||||||||
Debt principal amount | $ 6,000,000 | ||||||||||
Lone Star Value Investors, LP [Member] | Promissory Notes [Member] | |||||||||||
Debt principal amount | 4,300,000 | $ 4,300,000 | |||||||||
Lone Star Value Co-Invest I, LP [Member] | |||||||||||
Debt instrument annual interest rate | 10.00% | ||||||||||
Debt due date | Apr. 1, 2019 | ||||||||||
Lone Star Value Co-Invest I, LP [Member] | Promissory Notes [Member] | |||||||||||
Debt principal amount | $ 4,800,000 | $ 4,800,000 | $ 2,500,000 | ||||||||
Lone Star Value Co-Invest I, LP [Member] | Payment In-Kind [Member] | |||||||||||
Interest Expense | $ 534,000 | ||||||||||
Debt instrument annual interest rate | 12.00% | 12.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Assets Measured on Recurring Basis (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Level 1 [Member] | |
Contingent earn-out receivable, Current portion | |
Contingent earn-out receivable, Noncurrent portion | |
Contingent earn out receivable, Total | |
Level 2 [Member] | |
Contingent earn-out receivable, Current portion | |
Contingent earn-out receivable, Noncurrent portion | |
Contingent earn out receivable, Total | |
Level 3 [Member] | |
Contingent earn-out receivable, Current portion | 384 |
Contingent earn-out receivable, Noncurrent portion | 305 |
Contingent earn out receivable, Total | $ 689 |
Fair Value Measurements - Sch34
Fair Value Measurements - Schedule of Assets Reported Fair Value on Nonrecurring (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Goodwill | $ 1,733 | ||
Fair Value Measurements Nonrecurring [Member] | |||
Goodwill | $ 1,733 | ||
Total losses | [1] | (1,733) | |
Level 1 [Member] | Fair Value Measurements Nonrecurring [Member] | |||
Goodwill | [1] | ||
Level 2 [Member] | Fair Value Measurements Nonrecurring [Member] | |||
Goodwill | [1] | ||
Level 3 [Member] | Fair Value Measurements Nonrecurring [Member] | |||
Goodwill | [1] | ||
[1] | Goodwill with a carrying value of $1.7 million was written down to zero at September 30, 2016. As a result, we recorded an impairment charge of $1.7 million in the three and nine months ended September 30, 2016 as described in Note 7. |
Fair Value Measurements - Sch35
Fair Value Measurements - Schedule of Assets Reported Fair Value on Nonrecurring (Details) (Parenthetical) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | |
Fair Value Disclosures [Abstract] | ||
Goodwill carring value | $ 1,700 | $ 1,700 |
Goodwill written down value | 0 | 0 |
Goodwill impairment | $ 1,700 | $ 1,700 |
Fair Value Measurements - Sch36
Fair Value Measurements - Schedule of Fair Value of Assets Activity (Details) - Earn-Out Receivable [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Balance, beginning | $ 877 |
Add - adjustments based on fair value assessments at March 31, 2016 and June 30, 2016 | 24 |
Subtract - settlements | (212) |
Balance, ending | $ 689 |
Fair Value Measurements - Sch37
Fair Value Measurements - Schedule of Fair Value of Goodwill Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill, Beginning balance | $ 1,733 | |||
Subtract – goodwill impairment recorded at September 30, 2016 (included in earnings) | $ (1,733) | (1,733) | ||
Goodwill, Ending balance | ||||
Fair Value Measurements Nonrecurring [Member] | ||||
Goodwill, Beginning balance | 1,733 | |||
Subtract – goodwill impairment recorded at September 30, 2016 (included in earnings) | (1,733) | |||
Goodwill, Ending balance |
Fair Value Measurements - Sch38
Fair Value Measurements - Schedule of Quantitative Information Level 3 Fair Value Measurements (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Fair Value, Measurements, Recurring [Member] | |
Fair Value Asset | Earn-out receivable related to transfer of test handler product line |
Fair value of assets, valuation technique | Discounted cash flow |
Unobservable input projected revenue | $ 11,000 |
Unobservable input Revenue growth rate | 0.00% |
Unobservable input performance weighted average, Minimum | 60.00% |
Unobservable input performance weighted average, Maximum | 125.00% |
Unobservable input discount rate | 10.00% |
Fair Value Measurements Nonrecurring [Member] | |
Fair Value Asset | Goodwill |
Fair value of assets, valuation technique | Discounted cash flow |
Unobservable input projected revenue | $ 32,000 |
Unobservable input Revenue growth rate | 0.00% |
Unobservable input discount rate | 20.00% |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Receivables [Abstract] | ||
Contract billings | $ 1,770 | $ 2,586 |
Retainage | 347 | |
Subtotal | 1,770 | 2,933 |
Less - allowance for doubtful accounts | (260) | (370) |
Accounts receivable, net | $ 1,510 | $ 2,563 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 939 | $ 1,120 |
Finished goods | 75 | 121 |
Total inventories | $ 1,014 | $ 1,241 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Amortization expense | $ 51 | $ 61 | $ 152 | $ 282 |
Goodwill impairment charge | $ 1,733 | 1,733 | ||
KBS Builders [Member] | ||||
Goodwill impairment charge | $ 1,700 |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Total finite-lived intangible assets Net Carrying Value | $ 913 | |
Gross Carrying Amount | 1,710 | $ 3,443 |
Accumulated Amortization | (507) | (355) |
Net Carrying Value | 1,203 | 3,088 |
Indefinite Lived Intangible Assets [Member] | ||
Indefinite-lived intangible assets Gross Carrying Amount | 2,023 | 2,023 |
Indefinite-lived intangible assets Gross Accumulated Amortization | ||
Indefinite-lived intangible assets Gross Net Carrying Value | 2,023 | 2,023 |
Indefinite Lived Intangible Assets [Member] | Trademarks [Member] | ||
Indefinite-lived intangible assets Gross Carrying Amount | 290 | 290 |
Indefinite-lived intangible assets Gross Accumulated Amortization | ||
Indefinite-lived intangible assets Gross Net Carrying Value | 290 | 290 |
Finite Lived Intangible Assets [Member] | ||
Finite lived intangible assets Gross Carrying Amount | 1,420 | 1,420 |
Finite lived intangible assets Accumulated Amortization | (507) | (355) |
Total finite-lived intangible assets Net Carrying Value | 913 | 1,065 |
Finite Lived Intangible Assets [Member] | Customer Relationships [Member] | ||
Finite lived intangible assets Gross Carrying Amount | 1,420 | 1,420 |
Finite lived intangible assets Accumulated Amortization | (507) | (355) |
Total finite-lived intangible assets Net Carrying Value | 913 | 1,065 |
Goodwill [Member] | Indefinite Lived Intangible Assets [Member] | ||
Indefinite-lived intangible assets Gross Carrying Amount | 1,733 | |
Indefinite-lived intangible assets Gross Accumulated Amortization | ||
Indefinite-lived intangible assets Gross Net Carrying Value | $ 1,733 |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets, Net - Summary of Estimated Amortization of Intangible Assets (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2016 (three months) | $ 51 |
2,017 | 203 |
2,018 | 203 |
2,019 | 203 |
2,020 | 203 |
Thereafter | 50 |
Total finite-lived intangible assets | $ 913 |
Uncompleted Construction Cont44
Uncompleted Construction Contracts (Details Narrative) $ in Thousands | Sep. 30, 2016USD ($) |
Contractors [Abstract] | |
Amount of remaining contract | $ 7,800 |
Uncompleted Construction Cont45
Uncompleted Construction Contracts - Schedule of Uncompleted Contracts (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Contractors [Abstract] | ||
Costs incurred on uncompleted contracts | $ 3,152 | $ 1,155 |
Inventory purchased for specific contracts | 1,449 | 1,819 |
Estimated profit | 551 | 142 |
Subtotal | 5,152 | 3,116 |
Less billings to date | (4,102) | (3,409) |
Total | 1,050 | (293) |
Costs and estimated profit in excess of billings | 1,524 | 472 |
Billings in excess of costs and estimated profit | (474) | (765) |
Total | $ 1,050 | $ (293) |
Accounts Payable Retainage (Det
Accounts Payable Retainage (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts payable | $ 4,766 | $ 3,491 |
Subcontractors [Member] | ||
Accounts payable retainage | $ 500 | $ 500 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details Narrative) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015Employees | Sep. 30, 2016USD ($) | |
Severance charge | $ | $ 15 | |
KBS Operations [Member] | ||
Number of employees terminated during the period | Employees | 6 |
Other Accrued Liabilities - Sch
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued interest expense | $ 285 | $ 502 |
Accrued severance and related costs | 15 | 331 |
Accrued sales taxes | 499 | 562 |
Accrued health insurance costs | 172 | 133 |
Accrued sales rebates | 359 | 402 |
Accrued warranty | 47 | 39 |
Other | 21 | 15 |
Total other current accrued liabilities | $ 1,398 | $ 1,984 |
Other Accrued Liabilities - S49
Other Accrued Liabilities - Schedule of Changes in Accrued Warranty (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Payables and Accruals [Abstract] | ||
Accrual balance, beginning of period | $ 39 | $ 78 |
Accruals for warranties | 37 | 10 |
Settlements made | (29) | (31) |
Accrual balance, end of period | $ 47 | $ 57 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Feb. 23, 2016 | Apr. 30, 2014 | Sep. 30, 2016 | Sep. 30, 2015 |
Line of credit, current, net deferred financing costs | $ 3,337,000 | |||
KBS Builders [Member] | ||||
Notes payable maturity date | Dec. 1, 2014 | |||
Line of credit | $ 2,600,000 | |||
Unsecured promissory note, principal amount | $ 5,500,000 | |||
Debt forgiveness amount | 2,500,000 | |||
Gain on settlement | $ 3,700,000 | |||
Notes payable monthly installment | $ 100,000 | |||
KBS Builders [Member] | ||||
Line of credit | 300,000 | |||
Line of credit, current, net deferred financing costs | 2,800,000 | |||
Debt issuance costs | $ 230,000 | |||
KBS Loan Agreement [Member] | Gerber Finance Inc [Member] | ||||
Line of credit with maximum borrowing availability | $ 4,000,000 | |||
Notes payable maturity date | Feb. 22, 2018 | |||
KBS Loan Agreement [Member] | Gerber Finance Inc [Member] | December 31, 2016 [Member] | ||||
Note payable maximum leverage ratio | 7:1 | |||
KBS Loan Agreement [Member] | Gerber Finance Inc [Member] | Prime Rate [Member] | ||||
Borrowing bearing variable interest rate | 2.75% |
Notes Payable - Schedule of Net
Notes Payable - Schedule of Net Carrying Value of Line of Credit (Details) | Sep. 30, 2016USD ($) |
Debt Disclosure [Abstract] | |
Line of credit balance | $ 3,531,000 |
Unamortized debt issuance costs | (194,000) |
Line of credit balance, net | $ 3,337,000 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) | 9 Months Ended | |||||||
Sep. 30, 2016 | Aug. 31, 2016 | Aug. 12, 2016 | Jun. 30, 2016 | Feb. 25, 2016 | Dec. 31, 2014 | Dec. 30, 2014 | Apr. 30, 2014 | |
LSVI [Member] | ||||||||
Number of shares owned | 1,067,885 | |||||||
Percentage of outstanding shares | 47.10% | |||||||
LSVI [Member] | Promissory Notes Two [Member] | ||||||||
Note payable, bears interest percentage | 12.00% | |||||||
Payment In-Kind [Member] | ||||||||
Debt principal amount | $ 261,000 | |||||||
Note payable, bears interest percentage | 12.00% | |||||||
Payment In-Kind [Member] | Promissory Notes Two [Member] | ||||||||
Debt principal amount | $ 534,000 | |||||||
Debt instrument incremental interest | $ 89,000 | |||||||
Payment In-Kind One [Member] | ||||||||
Debt principal amount | $ 273,000 | |||||||
KBS Loan Agreement [Member] | ||||||||
Debt principal payments | $ 1,000,000 | $ 1,000,000 | ||||||
Lone Star Value Investors, LP [Member] | ||||||||
Debt principal amount | $ 6,000,000 | |||||||
Lone Star Value Investors, LP [Member] | Promissory Notes [Member] | ||||||||
Debt principal amount | $ 4,300,000 | |||||||
Lone Star Value Co-Invest I, LP [Member] | ||||||||
Note payable, bears interest percentage | 10.00% | |||||||
Lone Star Value Co-Invest I, LP [Member] | Promissory Notes [Member] | ||||||||
Debt principal amount | $ 4,800,000 | $ 2,500,000 | ||||||
Lone Star Value Co-Invest I, LP [Member] | Promissory Notes Two [Member] | ||||||||
Debt principal amount | $ 2,000,000 | |||||||
Lone Star Value Co-Invest I, LP [Member] | Payment In-Kind [Member] | ||||||||
Note payable, bears interest percentage | 12.00% | 12.00% | ||||||
KBS Builders [Member] | ||||||||
Note payable, bears interest percentage | 10.00% | |||||||
Promissory note imputed interest rate | 9.50% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Total long-term debt | $ 10,040 | $ 11,357 | |
Current portion | (969) | (1,105) | |
Noncurrent portion | 9,071 | 10,252 | |
Promissory note payable to LSVI, issued on April 1, 2014, unsecured, 10% per annum interest payable semi-annually in July and January (12% per annum if PIK Interest option is elected), with any unpaid principal and interest due on April 1, 2019 [Member] | |||
Total long-term debt | [1] | 4,261 | 5,000 |
Promissory notes payable to LSV Co-Invest I, unsecured, 10% per annum interest payable semi-annually in July and January (12% per annum if PIK Interest option is elected), with any unpaid principal and interest due on April 1, 2019 [Member] | |||
Total long-term debt | [2] | 4,773 | 4,500 |
Promissory note payable, unsecured, payable in monthly installments of $100,000 through July 2017, interest imputed at 9.5% [Member] | |||
Total long-term debt | [3] | 958 | 1,757 |
Installment payment agreement, 8.0% per annum interest, payable in monthly installments of $1,199 through September 2020 [Member] | |||
Total long-term debt | [4] | 48 | 56 |
Notes payable, secured by equipment, 6.6% per annum interest, with varying maturity dates through September 2018 [Member] | |||
Total long-term debt | $ 44 | ||
[1] | In April 2014, we issued the promissory note to LSVI in the original principal amount of $6.0 million. The proceeds from the note were used to finance a portion of the purchase price for the acquisition of KBS. ATRM made principal payments on the note of $1.0 million on each of December 30, 2014, and February 25, 2016. On August 31, 2016, ATRM elected to pay PIK Interest for the six-month period ended June 30, 2016, totaling $261,000, which has been added to the principal balance. The note is subordinate to obligations under the KBS Loan Agreement. | ||
[2] | In 2014, in order to provide additional working capital to ATRM, we issued two promissory notes to LSV Co-Invest I in the amounts of $2.5 million and $2.0 million, respectively. On August 31, 2016, ATRM elected to pay PIK Interest for the six-month period ended June 30, 2016, totaling $273,000, which has been added to the principal balance. The notes are subordinate to obligations under the KBS Loan Agreement. | ||
[3] | Promissory note payable to the principal seller of KBS. The note does not accrue interest unless it is in default, in which case the annual interest rate would be 10%. The Company has imputed interest at an annual rate of 9.5%. | ||
[4] | Agreement to finance the purchase of software license rights and consulting services related to the implementation of enterprise management information system. |
Long-Term Debt - Schedule of 54
Long-Term Debt - Schedule of Long-Term Debt (Details) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Promissory note payable to LSVI, issued on April 1, 2014, unsecured, 10% per annum interest payable semi-annually in July and January (12% per annum if PIK Interest option is elected), 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 |
Pay in kind interest | 12.00% | 12.00% |
Promissory notes payable to LSV Co-Invest I, unsecured, 10% per annum interest payable semi-annually in July and January (12% per annum if PIK Interest option is elected), 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 |
Pay in kind interest | 12.00% | 12.00% |
Promissory note payable, unsecured, payable in monthly installments of $100,000 through July 2017, interest imputed at 9.5% [Member] | ||
Long-term debt, interest percentage, per annum | 9.50% | 9.50% |
Notes payable maturity date | Jul. 31, 2017 | Jul. 31, 2017 |
Promissory note, payable in monthly installments | $ 100 | $ 100 |
Installment payment agreement, 8.0% per annum interest, payable in monthly installments of $1,199 through September 2020 [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, 6.6% per annum interest, with varying maturity dates through September 2018 [Member] | ||
Long-term debt, interest percentage, per annum | 6.60% | 6.60% |
Notes payable maturity date | Sep. 30, 2018 | Sep. 30, 2018 |
Stock Incentive Plan and Shar55
Stock Incentive Plan and Share-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 05, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 04, 2014 |
Share-based compensation expense | $ 0 | $ 66 | $ 115 | $ 86 | ||
Directors And Chief Financial Officer [Member] | ||||||
Restricted stock awards | 60,000 | |||||
Fair value of stock awards | $ 4.48 | |||||
2014 Incentive Plan [Member] | ||||||
Shares authorized for incentive plan | 100,000 |
Stock Incentive Plan and Shar56
Stock Incentive Plan and Share-Based Compensation - Schedule of Share-based Compensation, Stock Options, Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Shares, Outstanding, Beginning balance | shares | 27,500 |
Number of Shares, No activity during the nine months ended September 30, 2016 | shares | |
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 | $ 6.88 |
Weighted Average Exercise Price, No activity during the nine months ended September 30, 2016 | $ / shares | |
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 | 9 months |
Weighted Average Remaining Contract Term, Exercisable, Balance | 9 months |
Aggregate Intrinsic Value, Outstanding, Balance | $ | $ 0 |
Aggregate Intrinsic Value, Exercisable, Balance | $ | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Thousands | Sep. 30, 2016USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred tax liability | $ 18 |
Legal Proceedings (Details Narr
Legal Proceedings (Details Narrative) - Avila Plumbing and Heating Contractor, Inc [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Fail to pay to the contractors | $ 476,477 |
Refusing to pay the withholding payment | 518,842 |
Lien amount on property | $ 518,842 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - USD ($) | Oct. 04, 2016 | Sep. 30, 2016 |
Working capital line of credit | $ 3,531,000 | |
Subsequent Event [Member] | ||
Business acquisition | $ 4,000,000 | $ 4,000,000 |
Net of liability assumed | 3,000,000 | |
Debt instrument periodic payment | $ 1,000,000 | |
Number of common stock shares | 100,000 | |
Potential earn-out payment | $ 1,000,000 | |
Subsequent Event [Member] | Financing From Lone Star Value Co-Invest I LP [Member] | ||
Debt instrument interest rate | 10.00% | |
Unsecured promisory note principal amount | $ 2,000,000 | |
Debt conversion converted debt | $ 2,000,000 | |
Percentage of paid in kind interest rate decription | PIK Interest or 50% cash and 50% PIK Interest | |
Promissory notes, annual interest rate | 12.00% | |
Promissory notes, maturity date | Apr. 1, 2019 | |
Subsequent Event [Member] | Financing From Lone Star Value Co-Invest I LP [Member] | PIK [Member] | ||
Promissory notes, annual interest rate | 50.00% | |
Subsequent Event [Member] | Acquisition Loan Agreement [Member] | ||
Working capital line of credit | $ 1,000,000 | |
Loan agreement expiry date | Dec. 31, 2018 | |
Line of credit maximum borrowing capacity | $ 3,000,000 | |
Subsequent Event [Member] | Acquisition Loan Agreement [Member] | Prime Rate [Member] | ||
Debt instrument interest rate | 3.00% | 2.75% |
Subsequent Event [Member] | Financing From Gerber Finance Inc [Member] | ||
Business acquisition | $ 3,000,000 | |
Working capital line of credit | $ 3,000,000 | |
Loan agreement expiry date | Oct. 3, 2018 |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Estimated Total Purchase Price (Details) - Subsequent Event [Member] $ in Thousands | Oct. 04, 2016USD ($) |
Total purchase price | $ 5,199 |
Cash Paid At Closing [Member] | |
Total purchase price | 2,960 |
NPV of Deferred Payment [Member] | |
Total purchase price | 941 |
Fair Value Of Contingent Earnout [Member] | |
Total purchase price | 943 |
Fair value of ATRM Common Stock Issued [Member] | |
Total purchase price | 149 |
Estimated True-up Payment [Member] | |
Total purchase price | $ 206 |
Subsequent Events - Schedule 61
Subsequent Events - Schedule of Preliminary Fair Values of Assets and Liabilities (Details) - Subsequent Event [Member] $ in Thousands | Oct. 04, 2016USD ($) |
Inventory | $ 894 |
Equipment | 289 |
Prepaid and other assets | 12 |
Assumed Liabilities (PTO) | (40) |
Intangibles (backlog, customer list, trademarks, goodwill) | 4,044 |
Total net assets acquired | $ 5,199 |