Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | CLEAN DIESEL TECHNOLOGIES INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 949,428 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Common Stock, Shares Outstanding | 15,703,301 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 2,446 | $ 7,839 |
Accounts receivable, net | 4,971 | 5,398 |
Inventories | 6,420 | 7,125 |
Prepaid expenses and other current assets | 1,214 | 968 |
Total current assets | 15,051 | 21,330 |
Property and equipment, net | 1,086 | 1,158 |
Intangible assets, net | 1,377 | 1,483 |
Deferred tax asset | 560 | 554 |
Other assets | 308 | 305 |
Total assets | 18,382 | 24,830 |
Current liabilities: | ||
Line of credit | 1,238 | 1,458 |
Shareholder notes payable | 0 | 1,803 |
Accounts payable | 4,429 | 5,979 |
Accrued expenses and other current liabilities | 6,376 | 6,345 |
Income taxes payable | 711 | 642 |
Total liabilities | 12,754 | 16,227 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.01 per share: authorized 100,000; no shares issued and outstanding | 0 | 0 |
Common stock, par value $0.01 per share: authorized 50,000,000 shares at March 31, 2017 and December 31, 2016; respectively; issued and outstanding 15,703,301 shares at March 31, 2017 and December 31, 2016, respectively | 157 | 157 |
Additional paid-in capital | 237,949 | 237,838 |
Accumulated other comprehensive loss | (6,319) | (6,329) |
Accumulated deficit | (226,159) | (223,063) |
Total stockholders’ equity | 5,628 | 8,603 |
Total liabilities and stockholders’ equity | $ 18,382 | $ 24,830 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 15,703,301 | 15,703,301 |
Common stock, shares outstanding (in shares) | 15,703,301 | 15,703,301 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 8,214 | $ 9,746 |
Cost of revenues | 6,780 | 7,009 |
Gross profit | 1,434 | 2,737 |
Operating expenses: | ||
Research and development | 1,069 | 1,762 |
Selling, general and administrative | 2,726 | 3,400 |
Severance and other charges | 0 | 792 |
Total operating expenses | 3,795 | 5,954 |
Loss from operations | (2,361) | (3,217) |
Other (expense) income: | ||
Interest expense, net | (103) | (392) |
Loss on extinguishment of debt | (194) | 0 |
(Loss) gain on change in fair value of liability-classified warrants | (338) | 796 |
Other expense, net | (101) | (380) |
Total other (expense) income | (736) | 24 |
Loss from operations before income taxes | (3,097) | (3,193) |
Income tax benefit | (1) | (422) |
Net loss | (3,096) | (2,771) |
Foreign currency translation adjustments | 10 | 263 |
Comprehensive loss | $ (3,086) | $ (2,508) |
Basic and diluted net loss per common share: | ||
Net loss (in dollars per share) | $ (0.20) | $ (0.76) |
Weighted average shares outstanding - basic and diluted (in shares) | 15,703 | 3,647 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (3,096) | $ (2,771) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 180 | 118 |
Stock-based compensation expense | 111 | 413 |
Loss (gain) on change in fair value of liability-classified warrants | 338 | (796) |
Gain on foreign currency transactions | (51) | (391) |
Loss on extinguishment of debt | 194 | 0 |
Other | 4 | 44 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 450 | (1,151) |
Inventories | 751 | 1,060 |
Prepaid expenses and other assets | (244) | (161) |
Accounts payable, accrued expenses and other current liabilities | (1,886) | 1,753 |
Income taxes payable | 61 | 5 |
Net cash used in operating activities | (3,188) | (1,877) |
Cash flows from investing activities: | ||
Purchases of property and equipment | 0 | (109) |
Net cash used in investing activities | 0 | (109) |
Cash flows from financing activities: | ||
Net (payments) proceeds under demand line of credit | (220) | 596 |
Payments of debt | (2,000) | 0 |
Proceeds from exercise of warrants | 0 | 10 |
Net cash (used in) provided by financing activities | (2,220) | 606 |
Effect of exchange rates on cash | 15 | 18 |
Net change in cash | (5,393) | (1,362) |
Cash at beginning of period | 7,839 | 2,958 |
Cash at end of period | $ 2,446 | $ 1,596 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Organization | Organization Clean Diesel Technologies, Inc. is a leading provider of technology and solutions to the automotive emissions control markets. We possess market leading expertise in emissions catalyst design and engineering for automotive and off-road applications. In particular, we have a proven ability to develop proprietary materials incorporating various base metals that replace costly platinum group metals ("PGM") and rare earth metals in coatings on vehicle catalytic converters. Our business is driven by increasingly stringent global emission standards for internal combustion engines, which are major sources of a variety of harmful pollutants. We deliver our catalyst technology through the supply of materials and technology used in the catalyst coating process as well as finished products such as coated substrates and emission control systems. We supply our proprietary catalyst technologies to major automakers, heavy duty truck manufacturers, catalyst manufacturers, distributors, integrators and retrofitters. We produce coated substrates at our ISO Technical Specifications certified manufacturing facility in Oxnard, California. In some instances, the coated substrates we produce are integrated into exhaust systems by third-party manufacturers before being shipped to our end customer. We also supply coated substrates directly to exhaust systems manufacturers for incorporation in their own products. Over the past decade, we have developed several generations of high performance catalysts, including our low-PGM mixed phase catalysts, or MPC® that are used on certain new Honda vehicles. During the same period we have developed the ability to deliver our catalyst technology to other catalyst manufacturers in the form of functional powders or material systems. Recently, we have expanded our offering of material systems beyond MPC® to include new synergized-PGM diesel oxidation catalysts, or SPGM™ DOCs, base-metal activated rhodium support, or BMARS™, and Spinel™ technologies. Most catalytic systems require significant amounts of costly PGMs to operate effectively. Our family of unique high-performance material systems, featuring inexpensive base-metals with low PGM content will enable further advances in catalyst performance. We are marketing these new catalyst technologies to other catalyst manufacturers in a proprietary powder form, which will allow them to capture the benefits of our advanced catalyst technology in their own manufacturing operations and will provide a new source of revenue for the Company. |
Liquidity and Going Concern
Liquidity and Going Concern | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Liquidity and Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Therefore, the condensed consolidated financial statements contemplate the realization of assets and liquidation of liabilities in the ordinary course of business. The Company has suffered recurring losses and negative cash flows from operations since inception, resulting in an accumulated deficit of $226.2 million at March 31, 2017 . The Company has funded its operations through asset sales, credit facilities and other borrowings and equity sales. At March 31, 2017 , the Company had $2.4 million in cash. The Company’s continuation as a going concern is dependent upon its ability to obtain adequate financing, which the Company has successfully secured since inception, including financing from equity sales and asset divestitures. However, there is no assurance that the Company will be able to achieve projected levels of revenue and maintain access to sufficient working capital, and accordingly, there is substantial doubt as to whether the Company’s existing cash resources and working capital are sufficient to enable it to continue its operations within one year from the financial statement issuance date. The Company is currently working towards obtaining a new credit facility that would provide the Company the flexibility it needs as it implements its new business strategy. If the Company is unable to obtain the necessary capital, it will be forced to license or liquidate its assets, significantly curtail or cease its operations and/or seek reorganization under the U.S. Bankruptcy Code. The Company has a $7.5 million secured demand facility backed by its receivables and inventory with Faunus Group International, Inc. ("FGI"). At March 31, 2017 , the Company had $1.2 million in borrowings outstanding under this facility with $6.3 million available, subject to the availability of eligible accounts receivable and inventory balances for collateral. There is no guarantee that the Company will be able to borrow to the full limit of $7.5 million if FGI chooses not to finance a portion of its receivables or inventory. Additionally, FGI can cancel the facility at any time. For additional information, refer to Note 9, "Debt". On May 19, 2015, the Company filed a shelf registration statement on Form S-3 with the SEC, which was declared effective on November 17, 2015. The Form S-3 permits the Company to sell in one or more registered transactions up to an aggregate of $50.0 million of various securities not to exceed one-third of the Company’s public float in any 12 -month period. As of March 31, 2017 , the Company had sold an aggregate of $3.1 million using the Form S-3. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, all normal recurring accruals and adjustments that are necessary for a fair presentation have been reflected. Intercompany transactions and balances have been eliminated in consolidation. The results reported in these unaudited condensed consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), but is not required for interim reporting purposes, has been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on April 7, 2017. On July 22, 2016, the Company effected a one-for-five reverse stock split. All share and per share information presented in these unaudited condensed consolidated financial statements for periods prior to July 22, 2016 has been retroactively adjusted to reflect the reverse stock split. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S requires management of the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. These estimates and assumptions are based on management's best estimates and judgment. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to impairment of long-lived assets, stock-based compensation, the fair value of financial instruments including warrants, allowance for doubtful accounts, inventory valuation, taxes and contingent and accrued liabilities. The Company bases its estimates on historical experience and various other factors, including the current economic environment, which it believes to be reasonable under the circumstances. Estimates and assumptions are adjusted when facts and circumstances dictate. Actual results may differ from these estimates under different assumptions and conditions. Management believes that the estimates are reasonable. Reclassifications Certain prior-period amounts have been reclassified to conform to the current period presentation. These changes had no impact on the previously reported consolidated results of operations or stockholders' equity. The Company had been transitioning from a niche manufacturer of emission control solutions for the automotive and heavy duty diesel markets to becoming an advanced materials technology provider for these markets. During the second quarter of 2016, the transition of the operational strategy was completed and the Company now views its operations and measures its business as one reportable segment. As a result, all segment disclosure has been modified to reflect the current year presentations. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-9, "Revenue from Contracts with Customers (Topic 606)". ASU No. 2014-9 supersedes the revenue recognition requirements in "Revenue Recognition (Topic 605)". ASU No. 2014-9 requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In July 2015, the FASB finalized the delay of the effective date by one year, making the new standard effective for interim periods and annual periods beginning after December 15, 2017. Early adoption is permitted, but it is not permitted earlier than the original effective date. ASU No. 2014-9 provides for either full retrospective adoption or a modified retrospective adoption by which it is applied only to the most current period presented. While the Company has not finalized the impact of the adoption of ASU No. 2014-9 on its consolidated financial statements, the Company does not expect the adoption to have a material impact. In July 2015, the FASB issued ASU No. 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory". ASU No. 2015-11 changes the measurement principle for inventory from the "lower of cost or market" to "lower of cost and net realizable value." Net realizable value is defined as the "estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation." ASU No. 2015-11 eliminates the guidance that entities consider replacement cost or net realizable value less an approximately normal profit margin in the subsequent measurement of inventory when cost is determined on a first-in, first-out or average cost basis. It is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those fiscal years. The Company implemented ASU No. 2015-11 in the first quarter 2017. The adoption of this provision did not have a material impact on the Company's consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-1, "Recognition and Measurement of Financial Assets and Financial Liabilities". ASU No. 2016-1 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. ASU No. 2016-1 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this provision did not have a material impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU 2016-2, "Leases (Topic 842)." ASU No. 2016-2 requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. generally accepted accounting principles. It is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is evaluating the impact of adoption of ASU No. 2016-2 on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting”. ASU No. 2016-09 will change how companies account for certain aspects of share-based payments to employees. Entities will be required to recognize the income tax effects of awards in the statement of income when the awards vest or are settled, the guidance on employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation and for forfeitures is changing and the update requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. ASU No. 2016-09 is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. The Company adopted ASU No. 2016-09 in the first quarter of 2017. The Company elected to account for the forfeitures when they occur. The adoption of this provision did not have a material impact on the Company's consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments: a consensus of the Emerging Task Force.” ASU 2016-15 provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows, including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, and separately identifiable cash flows and application of the predominance principle. The standard is intended to reduce current diversity in practice. The standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early adoption is permitted. The Company has not yet evaluated the impact of the adoption of this accounting standard update on its consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets of Other Than Inventory.” Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. ASU 2016-16 updates the current guidance by requiring that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this ASU do not change GAAP for the pre-tax effects of an intra-entity asset transfer under Topic 810, Consolidation, or for the income tax effects of an intra-entity transfer of inventory. The standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this accounting standard on its consolidated financial statements. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consists of the following (in thousands): March 31, 2017 December 31, 2016 Raw materials $ 3,116 $ 3,291 Work in process 1,148 790 Finished goods 2,156 3,044 Total inventories $ 6,420 $ 7,125 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The Company recognized an impairment charge of $4.7 million for the year ended December 31, 2016 . As such, the Company has no goodwill at March 31, 2017 and December 31, 2016 , respectively. Intangible Assets Intangible assets consist of the following (in thousands): Useful Life in Years March 31, 2017 December 31, 2016 Trade name 15 - 20 $ 1,208 $ 1,204 Patents and know-how 5 - 12 4,113 4,090 Customer relationships 4 - 8 731 721 6,052 6,015 Less accumulated amortization (4,675 ) (4,532 ) $ 1,377 $ 1,483 The Company recorded amortization expense related to amortizable intangible assets of $0.1 million and $0.1 million during the three months ended March 31, 2017 and 2016 , respectively. Estimated amortization expense for each of the next five years is as follows (in thousands): Years ending December 31: Remainder of 2017 $ 324 2018 161 2019 161 2020 161 2021 161 Thereafter 409 $ 1,377 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): March 31, 2017 December 31, 2016 Accrued salaries and benefits $ 654 $ 759 Accrued severance and other charges (1) 1,348 1,738 Accrued warranty (2) 325 338 Warrant liability (3) 1,564 1,226 Liability for consigned precious metals 1,472 1,282 Other 1,013 1,002 $ 6,376 $ 6,345 (1) For additional information, refer to Note 7, “Severance and Other Charges”. (2) For additional information, refer to Note 8, “Accrued Warranty”. (3) For additional information, refer to Note 10, “Warrants” and Note 11, “Fair Value Measurements”. |
Severance and Other Charges
Severance and Other Charges | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Severance and Other Charges | Severance and Other Charges Severance and other charges consist of employee severance expense and lease exit costs, and the following summarizes the activity (in thousands): Severance Lease Exit Costs Total December 31, 2016 $ 718 $ 1,020 $ 1,738 Provision — — — Payments (279 ) (111 ) (390 ) March 31, 2017 $ 439 $ 909 $ 1,348 At March 31, 2017 and December 31, 2016, the balance of severance and other charges were recorded in accrued expenses and other liabilities in the condensed consolidated balance sheet. |
Accrued Warranty
Accrued Warranty | 3 Months Ended |
Mar. 31, 2017 | |
Product Warranties Disclosures [Abstract] | |
Accrued Warranty | Accrued Warranty The Company establishes reserves for future product warranty costs that are expected to be incurred pursuant to specific warranty provisions with its customers. The Company generally warrants its products against defects between one and five years from date of shipment, depending on the product. The warranty reserves are established at the time of sale and updated throughout the warranty period based upon numerous factors including historical warranty return rates and expenses over various warranty periods. Historically, warranty returns have not been material. The following summarizes the activity in the Company’s accrual for product warranty (in thousands): Three Months Ended 2017 2016 Balance at beginning of period $ 338 $ 228 Accrued warranty expense 5 61 Warranty claims paid (18 ) (47 ) Balance at end of period $ 325 $ 242 At March 31, 2017 and December 31, 2016, the balance of accrued warranty were recorded in accrued expenses and other liabilities in the condensed consolidated balance sheet. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Notes payable consists of the following (in thousands): March 31, 2017 December 31, 2016 Line of credit with FGI $ 1,238 $ 1,458 $2.0 million, 8% shareholder note due 2017 (1) — 1,803 1,238 3,261 Less current portion (1,238 ) (3,261 ) $ — $ — (1) Debt discount related to extinguishment and amendment of previous outstanding debt. The aggregate amount of unamortized debt discount was $0.2 million at December 31, 2016. For additional information, refer to the respective discussions below. Line of credit with FGI The Company maintains a $7.5 million secured demand facility with FGI backed by its receivables and inventory. The Company also granted FGI a first lien collateral interest in substantially all of its assets. The current termination date is August 15, 2017, however, FGI can cancel the facility at any time and demand payment. The interest rate on advances or borrowings under the FGI facility is the greater of (i) 6.50% per annum and (ii) 2.50% per annum above the prime rate, as defined in the FGI facility and was 6.50% at March 31, 2017 and December 31, 2016. Any advances or borrowings under the FGI facility are due on demand. At March 31, 2017 , the Company had $ 0.8 million gross accounts receivable pledged to FGI as collateral for short-term debt as well as $ 0.4 million in borrowings outstanding against eligible inventory. The Company was in compliance with the terms of the FGI Facility at March 31, 2017 and December 31, 2016 . However, there is no guarantee that the Company will be able to borrow to the full limit of $7.5 million if FGI chooses not to finance a portion of the Company’s receivables or inventory. Kanis S. A. Indebtedness On April 1, 2016, the Company borrowed $2.0 million from Kanis S.A. pursuant to a promissory note with an interest rate of 8% per annum and a maturity date of September 30, 2017. In January 2017, the Company repaid the entire $2.0 million balance and recorded a loss on extinguishment of $0.2 million . |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants Warrants outstanding and exercisable are summarized as follows: Shares(1) Weighted Average Exercise Price Range of Exercise Prices Outstanding at December 31, 2016 979,869 $ 6.36 $6.25-$21.00 Exercised — $ — $— Expired — $ — $— Outstanding at March 31, 2017 979,869 $ 6.36 $6.25 - $21.00 Exercisable at March 31, 2017 979,869 $ 6.36 $6.25 - $21.00 (1) Outstanding and exercisable information includes 21,920 equity-classified warrants. Warrant Liability The Company's warrant liability is carried at fair value and is classified as Level 3 in the fair value hierarchy because the warrants are valued based on unobservable inputs. The Company determines the fair value of its warrant liability using the Black-Scholes option-pricing model unless the awards are subject to market conditions, in which case it uses a Monte Carlo simulation model, which utilizes multiple input variables to estimate the probability that market conditions will be achieved. These models are dependent on several variables such as the instrument's expected term, expected strike price, expected risk-free interest rate over the expected term of the instrument, expected dividend yield rate over the expected term and the expected volatility. The expected strike price for warrants with full-ratchet down-round price protection is based on a weighted average probability analysis of the strike price changes expected during the term as a result of the full-ratchet down-round price protection. The assumptions used in the Black-Scholes option-pricing model to estimate the fair value of the warrant liability as of March 31, 2017 were as follows: Expected volatility 98.3% - 106.0% Risk-free interest rate 1.39% - 1.87% Dividend yield — Expected life in years 2.5 - 4.7 The assumptions used in the Monte Carlo simulation model to estimate the fair value of the warrant liability as of March 31, 2017 were as follows: Expected volatility 97.4% - 104.0% Risk-free interest rate 1.09% - 1.41% Dividend yield — Expected life in years 1.3 - 2.6 The warrant liability, included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets, is re-measured at the end of each reporting period with changes in fair value recognized in other income (expense), net in the consolidated statements of comprehensive loss. Upon the exercise of a warrant that is classified as a liability, the fair value of the warrant exercised is re-measured on the exercise date and reclassified from warrant liability to additional paid-in capital. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures certain financial assets and liabilities at fair value in accordance with a hierarchy which requires an entity to maximize the use of observable inputs which reflect market data obtained from independent sources and minimize the use of unobservable inputs. There are three levels of inputs that may be used to measure fair value: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable including quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active; and Level 3: Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. Assets and liabilities measured at fair value on the Company’s balance sheet on a recurring basis include the following at March 31, 2017 and December 31, 2016 (in thousands): Warrant Liability Level 1 Level 2 Level 3 March 31, 2017 — — $ 1,564 December 31, 2016 — — $ 1,226 There were no transfers in or out of Level 1, Level 2 or Level 3 fair value measurements during the three months ended March 31, 2017. The following is a reconciliation of the warrant liability, included in accrued expenses and other current liabilities in the accompanying unaudited condensed consolidated balance sheets, measured at fair value using Level 3 inputs (in thousands): Three Months Ended 2017 2016 Balance at beginning of period $ 1,226 $ 3,072 Issuance of common stock warrants — — Exercise of common stock warrants — (739 ) Remeasurement of common stock warrants 338 (796 ) Balance at end of period $ 1,564 $ 1,537 The fair values of the Company’s cash, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate carrying values due to the short maturity of these instruments. The fair value of the line of credit approximates its carrying value due to the variable interest rates. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. |
Loss per Share
Loss per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Loss per Share | Loss per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares plus potentially dilutive common shares. Potentially dilutive common shares include employee stock options and restricted share units and warrants and debt that are convertible into the Company’s common stock. Because the Company incurred net losses in the three months ended March 31, 2017 and 2016, the effect of potentially dilutive securities has been excluded in the computation of diluted loss per share as their impact would be anti-dilutive. Potentially dilutive common stock equivalents excluded were 2.1 million and 1.0 million shares during the three months ended March 31, 2017 and 2016 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company leases facilities under non-cancellable operating leases. The leases expire at various dates through fiscal 2018 and frequently include renewal provisions for varying periods of time, provisions which require us to pay taxes, insurance and maintenance costs, and provisions for minimum rent increases. Minimum leases payments, including scheduled rent increases are recognized as rent expenses on a straight-line basis over the term of the lease. Litigation The Company is involved in legal proceedings from time to time in the ordinary course of its business. Management does not believe that any of these claims and proceedings against it is likely to have, individually or in the aggregate, a material adverse effect on the Company’s condensed consolidated financial condition, results of operations or cash flows. Accordingly, the Company cannot determine the final amount, if any, of its liability beyond the amount accrued in the unaudited condensed consolidated financial statements as of March 31, 2017 , nor is it possible to estimate what litigation-related costs will be in the future. For information related to commitments and contingencies related to Applied Utility Systems, a former subsidiary of the Company that was sold in 2009, refer to Note 16, “Discontinued Operations”. |
Geographic Information
Geographic Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information In the past, the Company operated with two reportable business division segments based on the products it delivered. Beginning in the last quarter of 2015, the Company had been transitioning from a niche manufacturer of emissions control solutions for the automotive and heavy duty diesel markets to becoming an advanced materials technology provider for these markets. During the second quarter of 2016, the transition of the operating strategy was completed and the Company now views its operations and measures its business as one reportable segment. Net sales by geographic region based on the location of the Company’s point of sale is as follows (in thousands): Three Months Ended 2017 2016 United States $ 4,673 $ 5,878 Canada 2,689 2,996 Europe 852 872 Total international 3,541 3,868 Total revenues $ 8,214 $ 9,746 |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations For the three months ended March 31, 2017 and 2016, Honda accounted for 50% and 57% , respectively, of the Company's revenues. This customer accounted for 25% and 37% of the Company's accounts receivable at March 31, 2017 and December 31, 2016, respectively. For the three months ended March 31, 2017, the Company had three suppliers that accounted for approximately 12% , 11% , and 11% of the Company's material purchases. For the three months ended March 31, 2016, the Company had one supplier that accounted for approximately 36% of the Company's material purchases. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Applied Utility Systems, Inc. The Company is undergoing a sales and use tax audit by the State of California (the “State”) on Applied Utility Systems, Inc . “AUS” for the period of 2007 through 2009. The audit has identified a project performed by the Company during that time period for which sales tax was not collected and remitted and for which the State asserts that proper documentation of resale may not have been obtained and that the Company owes sales tax of $1.5 million , inclusive of interest. The Company contends and believes that it received sufficient and proper documentation from its customer to support not collecting and remitting sales tax from that customer and is actively disputing the audit report with the State. On August 12, 2013, the Company appeared at an appeals conference with the State Board of Equalization (“BOE”). On July 21, 2014, the Company received a Decision and Recommendation (“D&R”) from the BOE. The D&R’s conclusion was that the basis for the calculation of the aforementioned $1.5 million tax due should be reduced from $12.2 million to $9.0 million with a commensurate reduction in the tax owed to the State. Based on a re-audit, the BOE lowered the tax due to $0.9 million , inclusive of interest. The Company continues to disagree with these findings based on the aforementioned reasons. However, in October 2015, the Company offered to settle this case for $0.1 million , which is based on the expected cost of continuing to contest this audit. Accordingly, an accrual was charged to discontinued operations during the year ended December 31, 2015. Should the Company not prevail with the offer to settle this case, it plans to continue with the appeals process. Further, should the Company not prevail in this case, it will pursue reimbursement from the customer for all assessments from the State. As of each of March 31, 2017 and December 31, 2016, the Company had $0.1 million , respectively, in accrued expenses on the condensed consolidated balance sheet. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, all normal recurring accruals and adjustments that are necessary for a fair presentation have been reflected. Intercompany transactions and balances have been eliminated in consolidation. The results reported in these unaudited condensed consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), but is not required for interim reporting purposes, has been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on April 7, 2017. On July 22, 2016, the Company effected a one-for-five reverse stock split. All share and per share information presented in these unaudited condensed consolidated financial statements for periods prior to July 22, 2016 has been retroactively adjusted to reflect the reverse stock split. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S requires management of the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. These estimates and assumptions are based on management's best estimates and judgment. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to impairment of long-lived assets, stock-based compensation, the fair value of financial instruments including warrants, allowance for doubtful accounts, inventory valuation, taxes and contingent and accrued liabilities. The Company bases its estimates on historical experience and various other factors, including the current economic environment, which it believes to be reasonable under the circumstances. Estimates and assumptions are adjusted when facts and circumstances dictate. Actual results may differ from these estimates under different assumptions and conditions. Management believes that the estimates are reasonable. |
Reclassifications | Reclassifications Certain prior-period amounts have been reclassified to conform to the current period presentation. These changes had no impact on the previously reported consolidated results of operations or stockholders' equity. The Company had been transitioning from a niche manufacturer of emission control solutions for the automotive and heavy duty diesel markets to becoming an advanced materials technology provider for these markets. During the second quarter of 2016, the transition of the operational strategy was completed and the Company now views its operations and measures its business as one reportable segment. As a result, all segment disclosure has been modified to reflect the current year presentations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-9, "Revenue from Contracts with Customers (Topic 606)". ASU No. 2014-9 supersedes the revenue recognition requirements in "Revenue Recognition (Topic 605)". ASU No. 2014-9 requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In July 2015, the FASB finalized the delay of the effective date by one year, making the new standard effective for interim periods and annual periods beginning after December 15, 2017. Early adoption is permitted, but it is not permitted earlier than the original effective date. ASU No. 2014-9 provides for either full retrospective adoption or a modified retrospective adoption by which it is applied only to the most current period presented. While the Company has not finalized the impact of the adoption of ASU No. 2014-9 on its consolidated financial statements, the Company does not expect the adoption to have a material impact. In July 2015, the FASB issued ASU No. 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory". ASU No. 2015-11 changes the measurement principle for inventory from the "lower of cost or market" to "lower of cost and net realizable value." Net realizable value is defined as the "estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation." ASU No. 2015-11 eliminates the guidance that entities consider replacement cost or net realizable value less an approximately normal profit margin in the subsequent measurement of inventory when cost is determined on a first-in, first-out or average cost basis. It is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those fiscal years. The Company implemented ASU No. 2015-11 in the first quarter 2017. The adoption of this provision did not have a material impact on the Company's consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-1, "Recognition and Measurement of Financial Assets and Financial Liabilities". ASU No. 2016-1 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. ASU No. 2016-1 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this provision did not have a material impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU 2016-2, "Leases (Topic 842)." ASU No. 2016-2 requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. generally accepted accounting principles. It is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is evaluating the impact of adoption of ASU No. 2016-2 on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting”. ASU No. 2016-09 will change how companies account for certain aspects of share-based payments to employees. Entities will be required to recognize the income tax effects of awards in the statement of income when the awards vest or are settled, the guidance on employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation and for forfeitures is changing and the update requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. ASU No. 2016-09 is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. The Company adopted ASU No. 2016-09 in the first quarter of 2017. The Company elected to account for the forfeitures when they occur. The adoption of this provision did not have a material impact on the Company's consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments: a consensus of the Emerging Task Force.” ASU 2016-15 provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows, including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, and separately identifiable cash flows and application of the predominance principle. The standard is intended to reduce current diversity in practice. The standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early adoption is permitted. The Company has not yet evaluated the impact of the adoption of this accounting standard update on its consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets of Other Than Inventory.” Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. ASU 2016-16 updates the current guidance by requiring that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this ASU do not change GAAP for the pre-tax effects of an intra-entity asset transfer under Topic 810, Consolidation, or for the income tax effects of an intra-entity transfer of inventory. The standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this accounting standard on its consolidated financial statements. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consists of the following (in thousands): March 31, 2017 December 31, 2016 Raw materials $ 3,116 $ 3,291 Work in process 1,148 790 Finished goods 2,156 3,044 Total inventories $ 6,420 $ 7,125 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets consist of the following (in thousands): Useful Life in Years March 31, 2017 December 31, 2016 Trade name 15 - 20 $ 1,208 $ 1,204 Patents and know-how 5 - 12 4,113 4,090 Customer relationships 4 - 8 731 721 6,052 6,015 Less accumulated amortization (4,675 ) (4,532 ) $ 1,377 $ 1,483 |
Schedule of estimated amortization expense | Estimated amortization expense for each of the next five years is as follows (in thousands): Years ending December 31: Remainder of 2017 $ 324 2018 161 2019 161 2020 161 2021 161 Thereafter 409 $ 1,377 |
Accrued Expenses and Other Cu25
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): March 31, 2017 December 31, 2016 Accrued salaries and benefits $ 654 $ 759 Accrued severance and other charges (1) 1,348 1,738 Accrued warranty (2) 325 338 Warrant liability (3) 1,564 1,226 Liability for consigned precious metals 1,472 1,282 Other 1,013 1,002 $ 6,376 $ 6,345 (1) For additional information, refer to Note 7, “Severance and Other Charges”. (2) For additional information, refer to Note 8, “Accrued Warranty”. (3) For additional information, refer to Note 10, “Warrants” and Note 11, “Fair Value Measurements”. |
Severance and Other Charges (Ta
Severance and Other Charges (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of severance and other charges | Severance and other charges consist of employee severance expense and lease exit costs, and the following summarizes the activity (in thousands): Severance Lease Exit Costs Total December 31, 2016 $ 718 $ 1,020 $ 1,738 Provision — — — Payments (279 ) (111 ) (390 ) March 31, 2017 $ 439 $ 909 $ 1,348 |
Accrued Warranty (Tables)
Accrued Warranty (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Product Warranties Disclosures [Abstract] | |
Schedule of accrual for product warranty | The following summarizes the activity in the Company’s accrual for product warranty (in thousands): Three Months Ended 2017 2016 Balance at beginning of period $ 338 $ 228 Accrued warranty expense 5 61 Warranty claims paid (18 ) (47 ) Balance at end of period $ 325 $ 242 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Notes payable consists of the following (in thousands): March 31, 2017 December 31, 2016 Line of credit with FGI $ 1,238 $ 1,458 $2.0 million, 8% shareholder note due 2017 (1) — 1,803 1,238 3,261 Less current portion (1,238 ) (3,261 ) $ — $ — (1) Debt discount related to extinguishment and amendment of previous outstanding debt. The aggregate amount of unamortized debt discount was $0.2 million at December 31, 2016. For additional information, refer to the respective discussions below. |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Schedule of warrants activity | Warrants outstanding and exercisable are summarized as follows: Shares(1) Weighted Average Exercise Price Range of Exercise Prices Outstanding at December 31, 2016 979,869 $ 6.36 $6.25-$21.00 Exercised — $ — $— Expired — $ — $— Outstanding at March 31, 2017 979,869 $ 6.36 $6.25 - $21.00 Exercisable at March 31, 2017 979,869 $ 6.36 $6.25 - $21.00 (1) Outstanding and exercisable information includes 21,920 equity-classified warrants. |
Black Scholes | |
Schedule of Share Based Payment Award Warrants Valuation Assumptions | The assumptions used in the Black-Scholes option-pricing model to estimate the fair value of the warrant liability as of March 31, 2017 were as follows: Expected volatility 98.3% - 106.0% Risk-free interest rate 1.39% - 1.87% Dividend yield — Expected life in years 2.5 - 4.7 |
Monte Carlo Simulation Model | |
Schedule of Share Based Payment Award Warrants Valuation Assumptions | The assumptions used in the Monte Carlo simulation model to estimate the fair value of the warrant liability as of March 31, 2017 were as follows: Expected volatility 97.4% - 104.0% Risk-free interest rate 1.09% - 1.41% Dividend yield — Expected life in years 1.3 - 2.6 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Assets and liabilities measured at fair value on the Company’s balance sheet on a recurring basis include the following at March 31, 2017 and December 31, 2016 (in thousands): Warrant Liability Level 1 Level 2 Level 3 March 31, 2017 — — $ 1,564 December 31, 2016 — — $ 1,226 |
Schedule of reconciliation of warrant liability | The following is a reconciliation of the warrant liability, included in accrued expenses and other current liabilities in the accompanying unaudited condensed consolidated balance sheets, measured at fair value using Level 3 inputs (in thousands): Three Months Ended 2017 2016 Balance at beginning of period $ 1,226 $ 3,072 Issuance of common stock warrants — — Exercise of common stock warrants — (739 ) Remeasurement of common stock warrants 338 (796 ) Balance at end of period $ 1,564 $ 1,537 |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of net sales by geographic region | Net sales by geographic region based on the location of the Company’s point of sale is as follows (in thousands): Three Months Ended 2017 2016 United States $ 4,673 $ 5,878 Canada 2,689 2,996 Europe 852 872 Total international 3,541 3,868 Total revenues $ 8,214 $ 9,746 |
Liquidity and Going Concern - N
Liquidity and Going Concern - Narrative (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | May 19, 2015 |
Liquidity and Going Concern | |||||
Accumulated deficit | $ 226,159,000 | $ 223,063,000 | |||
Cash | 2,446,000 | $ 7,839,000 | $ 1,596,000 | $ 2,958,000 | |
Shelf Registration | |||||
Liquidity and Going Concern | |||||
Aggregate securities authorized | $ 50,000,000 | ||||
Aggregate securities sold | 3,100,000 | ||||
Line of Credit | Line of credit with FGI | |||||
Liquidity and Going Concern | |||||
Maximum borrowing capacity | 7,500,000 | ||||
Borrowings outstanding | 1,200,000 | ||||
Available borrowing capacity | $ 6,300,000 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Narrative (Details) | Jul. 22, 2016 |
Common Stock | |
Reverse stock split ratio | 0.20 |
Inventories - Summary of Invent
Inventories - Summary of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 3,116 | $ 3,291 |
Work in process | 1,148 | 790 |
Finished goods | 2,156 | 3,044 |
Total inventories | $ 6,420 | $ 7,125 |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets Goodwill and Intangible Assets - Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, impairment loss | $ 4,700,000 | |
Goodwill | $ 0 | $ 0 |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-lived intangible assets | ||
Intangible assets, gross | $ 6,052 | $ 6,015 |
Less accumulated amortization | (4,675) | (4,532) |
Intangible assets, net | 1,377 | 1,483 |
Trade name | ||
Finite-lived intangible assets | ||
Intangible assets, gross | 1,208 | 1,204 |
Patents and know-how | ||
Finite-lived intangible assets | ||
Intangible assets, gross | 4,113 | 4,090 |
Customer relationships | ||
Finite-lived intangible assets | ||
Intangible assets, gross | $ 731 | $ 721 |
Minimum | Trade name | ||
Finite-lived intangible assets | ||
Useful life | 15 years | |
Minimum | Patents and know-how | ||
Finite-lived intangible assets | ||
Useful life | 5 years | |
Minimum | Customer relationships | ||
Finite-lived intangible assets | ||
Useful life | 4 years | |
Maximum | Trade name | ||
Finite-lived intangible assets | ||
Useful life | 20 years | |
Maximum | Patents and know-how | ||
Finite-lived intangible assets | ||
Useful life | 12 years | |
Maximum | Customer relationships | ||
Finite-lived intangible assets | ||
Useful life | 8 years |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 100 | $ 100 |
Estimated amortization expense for each of the next five years | ||
Remainder of 2017 | 324 | |
2,018 | 161 | |
2,019 | 161 | |
2,020 | 161 | |
2,021 | 161 | |
Thereafter | 409 | |
Finite-Lived Intangible Assets, Net | $ 1,377 |
Accrued Expenses and Other Cu38
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued Expenses and Other Current Liabilities | ||||
Accrued salaries and benefits | $ 654 | $ 759 | ||
Accrued severance and other charges | 1,348 | 1,738 | ||
Accrued warranty | 325 | 338 | $ 242 | $ 228 |
Warrant liability | 1,564 | 1,226 | ||
Liability for consigned precious metals | 1,472 | 1,282 | ||
Other | 1,013 | 1,002 | ||
Accrued expenses and other current liabilities | $ 6,376 | $ 6,345 |
Severance and Other Charges - S
Severance and Other Charges - Summary of Activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Severance and other charges | |
Balance, start of period | $ 1,738 |
Provision | 0 |
Payments | (390) |
Balance, end of period | 1,348 |
Severance | |
Severance and other charges | |
Balance, start of period | 718 |
Provision | 0 |
Payments | (279) |
Balance, end of period | 439 |
Lease Exit Costs | |
Severance and other charges | |
Balance, start of period | 1,020 |
Provision | 0 |
Payments | (111) |
Balance, end of period | $ 909 |
Accrued Warranty - Summary of A
Accrued Warranty - Summary of Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accrued Warranty | ||
Balance at beginning of period | $ 338 | $ 228 |
Accrued warranty expense | 5 | 61 |
Warranty claims paid | (18) | (47) |
Balance at end of period | $ 325 | $ 242 |
Minimum | ||
Accrued Warranty | ||
Warrants period | 1 year | |
Maximum | ||
Accrued Warranty | ||
Warrants period | 5 years |
Debt - Schedule of Notes Payabl
Debt - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Apr. 01, 2016 |
Debt, long-term and short-term, combined amount | |||
Total debt | $ 1,238 | $ 3,261 | |
Less current portion | (1,238) | (3,261) | |
Long-term debt, net of current portion | 0 | $ 0 | |
Line of credit with FGI | Line of Credit | |||
Debt, long-term and short-term, combined amount | |||
Interest rate (as a percent) | 6.50% | ||
Total debt | 1,238 | $ 1,458 | |
Convertible Debt | Two Million 8 Percent Shareholder Note Due September 2017 | |||
Debt, long-term and short-term, combined amount | |||
Face amount of debt | $ 2,000 | ||
Interest rate (as a percent) | 8.00% | ||
Unamortized debt discount | 200 | ||
Notes Payable, Other Payables | $2.0 million, 8% shareholder note due 2017 | |||
Debt, long-term and short-term, combined amount | |||
Face amount of debt | $ 2,000 | ||
Interest rate (as a percent) | 8.00% | ||
Total debt | $ 0 | $ 1,803 |
Debt - Line of Credit With FGI
Debt - Line of Credit With FGI (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument | |||
Total debt | $ 1,238,000 | $ 3,261,000 | |
Line of Credit | Line of credit with FGI | |||
Debt Instrument | |||
Maximum borrowing capacity | $ 7,500,000 | ||
Interest rate (as a percent) | 6.50% | ||
Line of credit facility, interest rate at period end | 6.50% | 6.50% | |
Gross accounts receivable pledged as collateral | $ 800,000 | ||
Total debt | 1,238,000 | $ 1,458,000 | |
Line of Credit | Line of credit with FGI | Prime Rate | |||
Debt Instrument | |||
Debt instrument, basis spread on variable rate | 2.50% | ||
Line of Credit | Secured Debt | Line of credit with FGI | |||
Debt Instrument | |||
Total debt | $ 400,000 |
Debt - Kanis S. A. Indebtedness
Debt - Kanis S. A. Indebtedness (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Apr. 01, 2016 | |
Debt Instrument | ||||
Loss on extinguishment of debt | $ 194 | $ 0 | ||
Convertible Debt | Two Million 8 Percent Shareholder Note Due September 2017 | ||||
Debt Instrument | ||||
Face amount of debt | $ 2,000 | |||
Interest rate (as a percent) | 8.00% | |||
Repayments of notes payable | $ 2,000 | |||
Loss on extinguishment of debt | $ 200 |
Warrants - Activity (Details)
Warrants - Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Shares | ||
Outstanding at beginning of period (in shares) | 979,869 | |
Exercised (in shares) | 0 | |
Expired (in shares) | 0 | |
Outstanding at end of period (in shares) | 979,869 | |
Exercisable at end of period (in shares) | 979,869 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 6.36 | |
Exercised (in dollars per shares) | 0 | |
Expired ( in dollars per share) | 0 | |
Outstanding at end of period (in dollars per share) | 6.36 | |
Exercisable at end of period (in dollars per share) | 6.36 | |
Range of Exercise Prices | ||
Expired (in dollars per share) | $ 0 | |
Temporary equity, shares outstanding (in shares) | 21,920 | 21,920 |
Minimum | ||
Range of Exercise Prices | ||
Outstanding at beginning of period (in dollars per share) | $ 6.25 | |
Outstanding at end of period (in dollars per share) | 6.25 | |
Exercisable (in dollars per share) | 6.25 | |
Maximum | ||
Range of Exercise Prices | ||
Outstanding at beginning of period (in dollars per share) | 21 | |
Outstanding at end of period (in dollars per share) | 21 | |
Exercisable (in dollars per share) | $ 21 |
Warrants - Fair Value of Warran
Warrants - Fair Value of Warrant Liabilities (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Black Scholes | ||
Fair value assumptions and methodology for assets and liabilities | ||
Dividend yield | 0.00% | |
Monte Carlo Simulation Model | ||
Fair value assumptions and methodology for assets and liabilities | ||
Dividend yield | 0.00% | |
Minimum | Black Scholes | ||
Fair value assumptions and methodology for assets and liabilities | ||
Expected volatility | 98.30% | |
Risk-free interest rate | 1.39% | |
Expected life in years | 2 years 6 months | |
Minimum | Monte Carlo Simulation Model | ||
Fair value assumptions and methodology for assets and liabilities | ||
Expected volatility | 97.40% | |
Risk-free interest rate | 1.09% | |
Expected life in years | 1 year 3 months 18 days | |
Maximum | Black Scholes | ||
Fair value assumptions and methodology for assets and liabilities | ||
Expected volatility | 106.00% | |
Risk-free interest rate | 1.87% | |
Expected life in years | 4 years 8 months 12 days | |
Maximum | Monte Carlo Simulation Model | ||
Fair value assumptions and methodology for assets and liabilities | ||
Expected volatility | 104.00% | |
Risk-free interest rate | 1.41% | |
Expected life in years | 2 years 7 months 6 days |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Liabilities measured at fair value on a recurring basis | ||
Warrant liability | $ 1,564,000 | $ 1,226,000 |
Liability transfers from Level 1 to Level 2 | 0 | |
Liability transfers from Level 2 to Level 1 | 0 | |
Fair Value, Inputs, Level 1 | ||
Liabilities measured at fair value on a recurring basis | ||
Warrant liability | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Liabilities measured at fair value on a recurring basis | ||
Warrant liability | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Liabilities measured at fair value on a recurring basis | ||
Warrant liability | $ 1,564,000 | $ 1,226,000 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Warrant Liability (Details) - Warrants - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Reconciliation of warrant liability and embedded derivative | ||
Balance at beginning of period | $ 1,226 | $ 3,072 |
Issuance of common stock warrants | 0 | 0 |
Exercise of common stock warrants | 0 | (739) |
Remeasurement of common stock warrants | 338 | (796) |
Balance at end of period | $ 1,564 | $ 1,537 |
Loss per Share (Details)
Loss per Share (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Potentially dilutive common stock equivalents excluded from computation (in shares) | 2.1 | 1 |
Geographic Information - Narrat
Geographic Information - Narrative (Details) - segment | 3 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | |
Segment Reporting [Abstract] | ||
Reportable business division segments | 1 | 2 |
Geographic Information - Net Sa
Geographic Information - Net Sales by Geographic Region based on Location of Sales Organization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net sales by geographic region | ||
Revenues | $ 8,214 | $ 9,746 |
United States | ||
Net sales by geographic region | ||
Revenues | 4,673 | 5,878 |
Canada | ||
Net sales by geographic region | ||
Revenues | 2,689 | 2,996 |
Europe | ||
Net sales by geographic region | ||
Revenues | 852 | 872 |
Total international | ||
Net sales by geographic region | ||
Revenues | $ 3,541 | $ 3,868 |
Concentrations - Narrative (Det
Concentrations - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
One automotive OEM customer | Sales Revenue, Net | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 50.00% | 57.00% | |
One automotive OEM customer | Accounts Receivable | Credit Concentration | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 25.00% | 37.00% | |
Supplier One | Material Purchases | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 12.00% | ||
Supplier Two | Material Purchases | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11.00% | ||
Supplier Three | Material Purchases | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11.00% | ||
Supplier Four | Material Purchases | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 36.00% |
Discontinued Operations - Appli
Discontinued Operations - Applied Utility Systems, Inc. (Details) - Applied Utility Systems, Inc. - Sales And Use Tax Audit - USD ($) $ in Millions | 1 Months Ended | ||||
Oct. 31, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | Jul. 21, 2014 | Dec. 31, 2013 | |
Discontinued Operations | |||||
Loss Contingency Accrual | $ 0.1 | $ 0.1 | |||
Sales tax owed | $ 1.5 | ||||
Basis for determining sales tax owed | 12.2 | ||||
Adjusted basis for determining sales tax owed | 9 | ||||
Amount offered to settle the case | $ 0.1 | ||||
Maximum | |||||
Discontinued Operations | |||||
Sales tax owed | $ 0.9 | $ 1.5 |