Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 22, 2018 | Jun. 30, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | CDTI ADVANCED MATERIALS, INC. | ||
Entity Central Index Key | 949,428 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 15,803,736 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 28,052,767 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 2,807 | $ 7,839 |
Accounts receivable, net | 2,097 | 5,398 |
Inventories | 2,647 | 7,125 |
Prepaid expenses and other current assets | 667 | 968 |
Total current assets | 8,218 | 21,330 |
Property and equipment, net | 714 | 1,158 |
Intangible assets, net | 1,051 | 1,483 |
Deferred tax asset | 644 | 554 |
Other assets | 187 | 305 |
Total assets | 10,814 | 24,830 |
Current liabilities: | ||
Line of credit | 0 | 1,458 |
Shareholder notes payable | 0 | 1,803 |
Accounts payable | 2,059 | 5,979 |
Accrued expenses and other current liabilities | 3,585 | 6,345 |
Income taxes payable | 789 | 642 |
Total current liabilities | 6,433 | 16,227 |
Commitments and contingencies (Note 18) | ||
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 at December 31, 2017 and 2016, respectively; issued and outstanding 15,803,736 and 15,703,301 shares at December 31, 2017 and 2016, respectively | 158 | 157 |
Additional paid-in capital | 238,455 | 237,838 |
Accumulated other comprehensive loss | (5,886) | (6,329) |
Accumulated deficit | (228,346) | (223,063) |
Total stockholders' equity | 4,381 | 8,603 |
Total liabilities and stockholders' equity | $ 10,814 | $ 24,830 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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) | 15,803,736 | 15,703,301 |
Common stock, shares outstanding (in shares) | 15,803,736 | 15,703,301 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Total revenues | $ 28,353 | $ 36,839 |
Cost of revenues | 22,455 | 28,773 |
Gross profit | 5,898 | 8,066 |
Operating expenses: | ||
Research and development | 3,970 | 4,657 |
Selling, general and administrative | 8,292 | 11,837 |
Goodwill impairment | 0 | 4,675 |
Severance and other charges | (480) | 2,555 |
Total operating expenses | 11,782 | 23,724 |
Loss from continuing operations | (5,884) | (15,658) |
Other (expense) income: | ||
Interest expense, net | (260) | (1,535) |
Gain on change in fair value of bifurcated derivative liability | 0 | 2,754 |
Loss on extinguishment of debt | (194) | (12,410) |
Gain on change in fair value of liability - classified warrants | 523 | 1,554 |
Gain on sale of DuraFit business | 805 | 0 |
Other (expense) income, net | (188) | 863 |
Total other income (expense) | 686 | (8,774) |
Loss from operations before income taxes | (5,198) | (24,432) |
Income tax expense (benefit) from operations | 85 | (958) |
Net loss | (5,283) | (23,474) |
Foreign currency translation adjustments | 443 | (942) |
Comprehensive loss | $ (4,840) | $ (24,416) |
Basic and diluted net loss per share: | ||
Earnings Per Share, Basic and Diluted | $ (0.34) | $ (3.84) |
Weighted-average number of common shares outstanding—basic and diluted (in shares) | 15,744 | 6,107 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders` Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance at beginning of period at Dec. 31, 2015 | $ 437 | $ 36 | $ 205,377 | $ (5,387) | $ (199,589) |
Balance at beginning of period (in shares) at Dec. 31, 2015 | 3,560,000 | ||||
Increase (decrease) in stockholders' equity | |||||
Net loss | (23,474) | (23,474) | |||
Foreign currency translation adjustment | (942) | (942) | |||
Issuance of stock for settlement of accounts payable | 184 | $ 1 | 183 | ||
Issuance of stock for settlement of accounts payable (in shares) | 81,000 | ||||
Exercise of stock options | 5,662,000 | ||||
Exercise of stock options (in shares) | 9,343 | $ 56 | 9,287 | ||
Issuance of common stock on conversion of debt | 20,038 | $ 60 | 19,978 | ||
Issuance of common stock on conversion of debt (in shares) | 5,961,000 | ||||
Exercise of warrants | 1,386 | $ 4 | 1,382 | ||
Exercise of warrants (in shares) | 411,000 | ||||
Restricted stock unit vesting | 0 | $ 0 | 0 | ||
Restricted stock unit vesting (in shares) | 28,000 | ||||
Stock-based compensation | 1,631 | 1,631 | |||
Balance at end of period at Dec. 31, 2016 | $ 8,603 | $ 157 | 237,838 | (6,329) | (223,063) |
Balance at end of period (in shares) at Dec. 31, 2016 | 15,703,301 | 15,703,000 | |||
Increase (decrease) in stockholders' equity | |||||
Net loss | $ (5,283) | (5,283) | |||
Foreign currency translation adjustment | $ 443 | 443 | |||
Exercise of stock options | 18,333 | 18,000 | |||
Exercise of stock options (in shares) | $ 42 | $ 0 | 42 | ||
Exercise of warrants | 155 | $ 1 | 154 | ||
Exercise of warrants (in shares) | 76,000 | ||||
Restricted stock unit vesting | 0 | $ 0 | 0 | ||
Restricted stock unit vesting (in shares) | 6,000 | ||||
Stock-based compensation | 421 | 421 | |||
Balance at end of period at Dec. 31, 2017 | $ 4,381 | $ 158 | $ 238,455 | $ (5,886) | $ (228,346) |
Balance at end of period (in shares) at Dec. 31, 2017 | 15,803,736 | 15,803,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (5,283) | $ (23,474) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 680 | 780 |
Stock-based compensation expense | 421 | 1,631 |
Gain on sale of DuraFit business | (805) | 0 |
Gain on change in fair value of liability-classified warrants | (523) | (1,554) |
Gain on change in fair value of bifurcated derivative liability | 0 | (2,754) |
Loss on extinguishment of debt | 194 | 12,410 |
(Gain) Loss on foreign currency transactions | 92 | (965) |
Amortization of debt discount | 0 | 460 |
Impairment of goodwill | 0 | 4,675 |
Other | 187 | 150 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,368 | (1,124) |
Inventories | 2,056 | 965 |
Prepaid expenses and other assets | 454 | 571 |
Accounts payable, accrued expenses and other current liabilities | (6,226) | 1,894 |
Income taxes | 52 | (669) |
Net cash used in operating activities | (5,333) | (7,004) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (24) | (146) |
Proceeds from sale of DuraFit business | 3,337 | 0 |
Proceeds from sale of property, equipment and other assets | 0 | 79 |
Net cash provided by (used in) investing activities | 3,313 | (67) |
Cash flows from financing activities: | ||
Net payments under demand line of credit | (1,458) | (2,055) |
Payments of shareholder notes payable | (2,000) | 0 |
Proceeds from issuance of common stock and warrants, net of offering costs | 0 | 10,200 |
Proceeds from exercise of stock options | 42 | 0 |
Proceeds from exercise of warrants | 122 | 240 |
Proceeds from debt offerings | 0 | 3,750 |
Net cash (used in) provided by financing activities | (3,294) | 12,135 |
Effect of exchange rates on cash | 282 | (183) |
Net change in cash | (5,032) | 4,881 |
Cash at beginning of year | 7,839 | 2,958 |
Cash at end of year | $ 2,807 | $ 7,839 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Description of Business | Description of Business CDTi Advanced Materials, Inc. ("CDTi" or the "Company") is a leading provider of technology and solutions to the automotive emissions control markets. The Company possesses market leading expertise in emissions catalyst design and engineering for automotive and off-road applications The Company has a proven ability to develop proprietary materials incorporating various base metals that replace costly platinum group metals ("PGMs") in coatings on vehicle catalytic converters. Recently, the Company has expanded its materials platform to include new synergized-PGM diesel oxidation catalysts (SPGM ™ DOC), Base-Metal Activated Rhodium Support (BMARS ™ ), and Spinel™ technologies, and it is in the process of introducing these new catalyst technologies to OEMs and other vehicle catalyst manufacturers in a proprietary powder form. The Company believes that this powder-to-coat business model will allow it to achieve greater scale and higher return on its technology investment than in the past. The Company's business is driven by increasingly stringent global emission standards for internal combustion engines, which are major sources of a variety of harmful pollutants. It has operations in the United States ("U.S."), the United Kingdom, and Sweden as well as an Asian investment. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. Therefore, the 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 $228.3 million at December 31, 2017 . The Company has funded its operations through asset sales, credit facilities and other borrowings and equity sales. At December 31, 2017 , the Company had $2.8 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. 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 December 31, 2017 , the Company had sold an aggregate of $3.1 million using the Form S-3. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany transactions, including intercompany profits and losses and intercompany balances, have been eliminated in consolidation. 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 goodwill and 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. Cash Cash consists of cash balances on hand and on deposit at banks. Cash on deposit at banks at times may exceed the Federal Deposit Insurance Corporation (FDIC) limits. The Company believes no significant concentration of credit risk exists with respect to these cash balances. Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are presented net of a reserve for doubtful accounts of $0.5 million and $0.4 million at December 31, 2017 and 2016 , respectively. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determines the allowance based on historical write-off experience and past due balances over 9 0 days that are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off balance sheet credit exposure related to its customers. Inventories Inventories are stated at the lower of cost (FIFO method) or market (net realizable value). Finished goods inventory includes materials, labor and manufacturing overhead. The Company establishes provisions for inventory that is obsolete or when quantities on hand are in excess of estimated forecasted demand. The creation of such provisions results in a write-down of inventory to net realizable value and a charge to cost of sales. The Company's inventory includes precious metals (platinum, palladium and rhodium) for use in the manufacturing of catalysts. The precious metals are valued at the lower of cost or net realizable value, consistent with the Company's other inventory. Property and Equipment Property and equipment is capitalized at cost and is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is determined using the straight line method over the estimated useful lives of the various asset classes. Machinery and equipment are depreciated over 2 to 10 years; furniture and fixtures, computer hardware and software and vehicles are depreciated over 2 to 5 years. Property and equipment held under capital leases and leasehold improvements are amortized over the shorter of estimated useful lives or the lease term. Repairs and maintenance are charged to expense as incurred and major replacements or betterments are capitalized. Intangible Assets The Company's intangible assets consist of trade names, acquired patents and technology, and customer relationships and have finite lives. Intangible assets are carried at cost, less accumulated amortization. Amortization is computed on a straight-line or accelerated basis over the estimated useful lives of the respective assets, ranging from 4 to 20 years. Long Lived Assets Assets such as property and equipment and amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the sum of the expected undiscounted future net cash flows of an asset or asset group is less than its carrying amount and is measured as the amount by which the carrying amount of the asset or asset group exceeds its fair value. Warrants and Derivative Liabilities The Company accounts for the issuance of Company derivative equity instruments in accordance with Accounting Standards Codification ("ASC") 815-40 "Derivative and Hedging". The Company reviews common stock purchase warrants at each balance sheet date based upon the characteristics and provision of each particular instrument and classifies them on the balance sheet as equity or a liability. Below are some of the factors the Company considers with the corresponding balance sheet classification: • Equity if the awards (i) require physical settlement or net-share settlement, or (ii) give the Company a choice of net-cash settlement or settlement in the Company's own shares (physical settlement or net-share settlement), or as • Liabilities if the awards (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the Company's control), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement of net-share settlement). The Company assesses classification of common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities and equity is required. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax assets to the amount that is more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Changes in recognition or measurement are reflected in the period in which the change occurs. The Company records interest and penalties related to unrecognized tax benefit in income tax expense. Revenue Recognition Revenues are derived primarily from the sale of products. The Company generally recognizes revenue when products are shipped and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is reasonably assured, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. There are certain customers where risk of loss transfers at destination point and revenue is recognized when product is delivered to the destination. For these customers, revenue is recognized upon receipt at the customer's warehouse. When terms of sale include subjective customer acceptance criteria, the Company defers revenue until the acceptance criteria are met. The determination of whether or not the customer acceptance terms are perfunctory or inconsequential impacts the amount and timing of the revenue recognized. Research and Development Research and development costs are generally expensed as incurred. These expenses include compensation expense for employees and contractors engaged in research, design and development activities, as well costs paid to outside parties for testing, validation and certification of our products . Also included is any depreciation related to assets utilized in the development of new products. Stock-Based Compensation Equity awards consist of stock options and restricted stock units ("RSUs"). The Company measures the compensation cost for all stock-based awards at fair value on the date of grant and recognizes it on a straight-line basis over the service period for awards expected to vest, which is generally three years. The Company measures the fair value of stock options using the Black-Scholes option-pricing model and certain assumptions, including the expected life of the stock options, an expected forfeiture rate and the expected volatility of its common stock. The fair value of RSUs is based on the closing price of the Company's common stock on the grant date. Product Warranty The Company provides for the estimated cost of product warranties in cost of sales, at the time product revenue is recognized. Warranty costs are estimated primarily using historical warranty information in conjunction with current engineering assessments applied to the Company's expected repair or replacement costs. Foreign Currency The functional currency of our subsidiary Engine Control Systems Europe AB in Sweden is the Swedish krona and the Clean Diesel Technologies Limited U.K. subsidiary, is the British pound sterling. Accordingly, the assets and liabilities of the foreign locations are translated into U.S. dollars at period-end exchange rates. Revenue and expense accounts are translated at the average exchange rates for the period. The resulting foreign currency exchange adjustments are charged or credited directly to other comprehensive income or loss as a separate component of stockholders' equity. Unrealized foreign currency exchange gains and losses on certain intercompany transactions that are of a long-term investment nature (i.e. settlement is not planned or anticipated in the foreseeable future) are also recorded in other comprehensive income or loss in stockholders' equity. Accumulated other comprehensive loss contained only foreign currency translation adjustments as of December 31, 2017 and 2016 . The Company has exposure to multiple currencies. The primary exposure is between the U.S. dollar, the Canadian dollar, the Euro, British pound sterling and Swedish krona. Gains and losses arising from transactions denominated in currencies other than the functional currency of the entity are included in other income (expense) in the consolidated statements of comprehensive loss. Gains and losses arising from transactions denominated in foreign currencies are primarily related to inter-company loans that have been determined to be temporary in nature, cash, accounts receivable and accounts payable denominated in non-functional currencies. Net 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 and dilutive potential common shares. Dilutive potential common shares include employee stock options, RSUs, warrants and debt that are convertible into the Company's common stock. Diluted net loss per share excludes certain dilutive potential common shares outstanding as their effect is anti-dilutive. Because the Company incurred net losses in the years ended December 31, 2017 and 2016 , the effect of potentially dilutive securities has been excluded in the computation of net loss per share as their impact would be anti-dilutive. Potentially dilutive common stock equivalents excluded were 1.9 million and 2.1 million shares during the years ended December 31, 2017 and 2016 , respectively. Fair Value Measurements Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset and liability. As a basis for considering such assumptions, a fair value hierarchy has been established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are as follows: • 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. Fair Value of Financial Instruments ASC Topic 825, "Financial Instruments", requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. The fair values of the Company's cash, trade 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 borrowings under the line of credit approximates their carrying value due to the variable interest rates. The fair value of shareholder notes payable, calculated using level 3 inputs, and a net present value model, was $1.8 million at December 31, 2016 . The fair value for the warrants classified as liability and the bifurcated derivative liabilities were calculated using level 3 inputs, including Black-Scholes option-pricing model as well as Monte Carlo Simulation model. These inputs are disclosed in Note 14 "Fair Value Measurements" Recently Issued Accounting Guidance In May 2014, the Financial Accounting Standards Board ("FASB") issued 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 January 2016, 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. While the Company has not finalized the impact of the adoption of ASU No. 2016-1 on its consolidated financial statements, the Company does not expect the adoption to have a material impact. In February 2016, the FASB issued ASU No. 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. While the Company has not finalized the impact of adoption of ASU No. 2016-2 on its consolidated financial statements, the Company does not expect the adoption to have a material impact. In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments: a consensus of the Emerging Task Force.” ASU No. 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. While the Company has not finalized the impact of adoption of ASU No. 2016-15 on its consolidated financial statements, the Company does not expect the adoption to have a material impact. In October 2016, the FASB issued ASU No. 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 No. 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. While the Company has not finalized the impact of adoption of ASU No. 2016-16 on its consolidated financial statements, the Company does not expect the adoption to have a material impact. |
Sale of DuraFit business
Sale of DuraFit business | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of DuraFit business | Sale of DuraFit business On September 8, 2017, the Company entered into an Asset Purchase Agreement with AP Emissions Technologies, LLC (“AP") wherein the Company sold substantially all of the assets of its DuraFit and private label OEM replacement diesel particulate filter ("DPF") and diesel oxidation catalysts ("DOC") business for approximately $3.3 million in cash. The assets sold included all tangible and intangible assets of that business, including brands, intellectual property, equipment, customer agreements, private label programs and inventory. As a result of the transaction, for the year ended December 31, 2017 , the Company recorded a gain on sale of DuraFit of approximately $0.8 million . The Company will continue to serve this market through coating arrangements and its powder-to-coat technology. As the DuraFit assets sold were not a component of CDTi prior to the sale and the sale of DuraFit did not meet the criteria of a strategic shift in CDTi’s business, the transaction was not treated as discontinued operations in the Company's financial statements. Concurrently with the sale of the DuraFit business, the Company repaid in full all indebtedness owed to FGI Worldwide LLC, successor to Faunus Group International, Inc. ("FGI"), and terminated the Company's loan agreements with FGI and all commitments thereunder. In connection with termination of the loan agreements, FGI terminated and released all of its security interests in and liens on all of the assets of the Company and its subsidiaries. Of the proceeds received by the Company from the sale of the DuraFit business, the Company applied approximately $315,000 in repayment of the outstanding indebtedness to FGI. The Company did not incur any prepayment or early termination penalties in connection with termination of the FGI loan agreements. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following (in thousands): December 31, 2017 2016 Raw materials $ 1,101 $ 3,291 Work in process 383 790 Finished goods 1,163 3,044 $ 2,647 $ 7,125 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following (in thousands): December 31, 2017 2016 Furniture and fixtures $ 1,735 $ 2,124 Computer hardware and software 1,213 1,228 Machinery and equipment 4,274 11,078 Vehicles — 31 7,222 14,461 Less accumulated depreciation (6,508 ) (13,303 ) $ 714 $ 1,158 Depreciation expense was $0.2 million and $0.3 million for the years ended December 31, 2017 and 2016 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The balance of goodwill as of December 31, 2017 and 2016 was $0.0 million. In connection with the annual impairment analysis performed during the fourth quarter of 2016, the Company recognized an impairment charge of $4.7 million (see Note 16 for further details). Intangible Assets Intangible assets consist of the following (in thousands): Useful Life December 31, 2017 2016 Trade name 15 - 20 $ 1,208 $ 1,204 Patents and know-how 5 - 12 4,113 4,090 Customer relationships 4 - 8 750 721 6,071 6,015 Less accumulated amortization (5,020 ) (4,532 ) $ 1,051 $ 1,483 The Company recorded amortization expense related to amortizable intangible assets of $0.4 million and $0.5 million for the years ended December 31, 2017 and 2016 , respectively. Estimated amortization expense for existing intangible assets for each of the next five years is as follows (in thousands): Years ending December 31: 2018 $ 162 2019 $ 162 2020 $ 162 2021 $ 162 2022 $ 143 Thereafter $ 260 $ 1,051 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 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): December 31, 2017 2016 Accrued salaries and benefits $ 560 $ 759 Accrued severance and other charges(1) 28 1,738 Accrued warranty(2) 125 338 Warrant liability(3) 669 1,226 Liability for consigned precious metals 1,902 1,282 Other 301 1,002 $ 3,585 $ 6,345 _______________________________________________________________________________ (1) For additional information, refer to Note 9 , " Severance and Other Charges ". (2) For additional information, refer to Note 10 , " Accrued Warranty ". (3) For additional information, refer to Note 14, "Fair Value Measurements". |
Severance and Other Charges
Severance and Other Charges | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Severance and Other Charges | Severance and Other Charges Severance, exit and other charges consist of the following (in thousands): Years Ended 2017 2016 Employee severance expense $ 139 $ 1,227 Lease exit costs (619 ) 1,328 Total severance and other charges $ (480 ) $ 2,555 During 2016, the Company accrued approximately $1.3 million of lease exit costs associated with its manufacturing facility in Canada. In addition, the Company incurred additional severance costs of approximately $1.2 million associated with its Canadian manufacturing facility as well as other North American locations. In the third quarter of 2017, the Company incurred severance charges related to the sale of its Durafit business as well as the contraction in its operations team in response to the permanent decrease in sales to Honda. In the second quarter of 2017, the Company reached an agreement with the property owner of its former Canadian facility to exit the lease prior to its December 2018 termination. Severance and other charges reflect the reduction of the liability for the remaining estimated costs relative to the closed facility. The following summarizes the activity in the Company's accrual for severance and other exit costs (in thousands): Severance Lease Exit Total December 31, 2015 $ 1,092 $ — $ 1,092 Provision 1,227 1,328 2,555 Payments (1,601 ) (308 ) (1,909 ) December 31, 2016 $ 718 $ 1,020 $ 1,738 Provision 139 (619 ) (480 ) Payments (829 ) (401 ) (1,230 ) December 31, 2017(1) $ 28 $ — $ 28 _______________________________________________________________________________ (1) The Company paid this in January 2018. |
Accrued Warranty
Accrued Warranty | 12 Months Ended |
Dec. 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): Years Ended 2017 2016 Balance at beginning of period $ 338 $ 228 Accrued warranty expense 54 431 Warranty claims paid (163 ) (324 ) Transferred in sale of DuraFit (110 ) — Translation adjustment 6 3 Balance at end of period $ 125 $ 338 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following (in thousands): December 31, 2017 December 31, 2016 Line of credit with FGI $ — $ 1,458 $2.0 million, 8% shareholder note due 2017 (1) — 1,803 Total debt — 3,261 Less current portion — (3,261 ) Long-term portion $ — $ — _______________________________________________________________________________ (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 maintained a $7.5 million secured demand facility with FGI backed by the Company's receivables and inventory. The Company also granted FGI a first lien collateral interest in substantially all of the Company's assets. On September 8, 2017, concurrent with the sale of the DuraFit business (see Note 4), the Company repaid all outstanding balances under this demand facility and terminated the loan agreements and all commitments thereunder. In connection with termination of the loan agreements, FGI terminated and released all of its security interests in and liens on all of the assets of the Company and its subsidiaries. The interest rate on advances or borrowings under the FGI facility was 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 December 31, 2016 . Kanis S. A. Indebtedness On April 1, 2016, the Company executed a Promissory Note (the “Kanis Note”) and entered into an amendment of existing loan agreements (the “Kanis Agreement”) with Kanis S.A. Pursuant to the terms of the Kanis Note, Kanis S.A. agreed to lend the Company $2.0 million at 8% per annum with a maturity date of September 30, 2017. Pursuant to the terms of the Kanis Agreement, the Company and Kanis S.A. agreed to amend prior loans with an aggregate outstanding principal balance of $7.5 million (collectively, the “Loan Agreements”), such that: (i) Kanis S.A. had the right to convert the principal balance of the Loan Agreements and any accrued interest thereon into common stock of the Company at any time prior to maturity at a conversion price equal to the lower of the closing price of CDTi’s common stock on the date before the date of the Kanis Agreement or as of the date when Kanis S.A. exercises its conversion right; and (ii) the Company had the right to mandatorily convert the $7.5 million principal balance and any accrued interest thereon into its common stock upon maturity of the Loan Agreements or earlier upon the occurrence of a Liquidity Event at a conversion price equal to the lower of the closing price of CDTI as of the date immediately before the date of the Kanis Agreement or at a 25% discount to the Liquidity Event price. A Liquidity Event is defined as a strategic investment in CDTi or a public stock offering by CDTi. The Company could prepay the principal and any interest due on the Loan Agreements at any time before their maturity date without penalty. Certain features of the Kanis Note resulting from the Kanis Agreement required bifurcation and were determined to be an embedded derivative comprised of a conversion feature and a call option. The embedded derivative was separated from the Kanis Note and carried as a derivative liability on the balance sheet at fair value, with changes in fair value reported through earnings. The conversion feature could have been exercised at either $3.60 , which is the closing stock price the day prior to the original agreement or at the market price when the conversion was exercised. The call option could have been executed by the Company in the event the Company completes a Liquidity Event. The call option would be settled at a 25% discount to the Liquidity Event pricing. In addition, the Kanis Agreement was considered to trigger an extinguishment of the debt. As a result the Company recorded a loss of approximately $1.6 million for the three and six months ended June 30, 2016 in connection with the Kanis agreement. For additional information on the bifurcated derivative liability, please see Note 14, “Fair Value Measurements”. On June 30, 2016, the Company entered into a Letter Agreement (the “Kanis Exchange Agreement”) with Kanis S.A. The Company agreed to an exchange with Kanis of an aggregate of $7.5 million in principal amount of promissory notes and other indebtedness (collectively, the “Kanis Notes”) held by Kanis, plus accrued interest, for a number of shares of the Company’s common stock equal to (a) the principal amount of the Kanis Notes plus the accrued interest thereon through and including the date of the settlement of the exchange contemplated by the Kanis Exchange Agreement, divided by (b) $1.6215 . At a special meeting of stockholders held on August 25, 2016, the Company's stockholders approved the transactions contemplated by the Kanis Exchange Agreement. On August 30, 2016, the Company consummated the Kanis Exchange Agreement, pursuant to which an aggregate of 4,872,032 shares of common stock was issued to Kanis in exchange for the delivery to the Company of the Kanis Notes and the extinguishment of $7.9 million of indebtedness, including $0.4 million of accrued interest and the bifurcated derivative liability. The exchange resulted in a loss on extinguishment of $10.2 million . Subsequent to the August 30, 2016 conversion, the Company’s sole remaining debt with Kanis S.A. was the loan agreement for $2.0 million , at 8% interest per annum with a maturity date of September 30, 2017, entered into on April 1, 2016. In January 2017, the Company repaid the entire $2.0 million balance. Director note On April 11, 2016, the Company executed a Convertible Promissory Note (the “Director Note”) with Lon E. Bell, Ph.D., one of the Company’s Directors. Pursuant to the terms of the Director Note, Dr. Bell agreed to lend the Company $0.5 million at 8% per annum and a maturity date of September 30, 2017. Dr. Bell had the right to convert the principal balance of the Director Note and any accrued interest thereon into common stock of the Company at any time prior to maturity at a conversion price equal to the lower of the closing price of CDTi on the date before the date of the Director Note or as of the date when Dr. Bell exercises his conversion right. The Company had the right to mandatorily convert the principal balance of the Director Note and any accrued interest thereon into its common stock upon maturity at a conversion price equal to the lower of the closing price of CDTi on the date before the date of the Director Note or on the maturity date. The Company also had the right to mandatorily convert the principal amount of the Director Note plus accrued interest thereon into its common stock concurrently with the closing of a Liquidity Event, as defined, at a conversion price equal to the lower of the closing price of CDTi as of the date immediately before the date of this Director Note or at a 25% discount to the Liquidity Event price. A Liquidity Event is defined as a strategic investment in CDTi or a public stock offering by CDTi. Effective May 12, 2016, the Director Note was amended and restated to amend the conversion features contained therein. The Director Note, which originally had a floating conversion price, allowed Dr. Bell to convert the principal balance of the note and any accrued interest thereon at any time before payment into shares of the Company’s common stock at a fixed conversion price of $3.55 per share (subject to adjustment for stock splits, reverse stock splits, and similar events) (the “Conversion Price”), which was the closing consolidated bid price of the Company’s common stock on the trading day immediately prior to the date of issuance. In addition, the Company had the right to mandatorily convert the principal balance of the Director Note plus any accrued interest into shares of the Company’s common stock at the Conversion Price upon the earlier of the Maturity Date and the closing of a Liquidity Event if, and only if, the Conversion Price was less than the average closing price of the Company’s common stock for the five consecutive trading days ending on the trading day immediately preceding the date the Company exercises its conversion rights. On June 30, 2016, the Company entered into a Letter Agreement (the “Bell Exchange Agreement”) with Dr. Bell. The Company agreed to an exchange with Dr. Bell of the Director Note for a number of shares of the Company’s common stock equal to (a) the principal amount of the Bell Note plus the accrued interest thereon through and including the date of the settlement of the exchange contemplated by the Bell Exchange Agreement, divided by (b) $1.6215 . At a special meeting of stockholders held on August 25, 2016, the stockholders approved the transactions contemplated by the Bell Exchange Agreement. On August 30, 2016, the Company consummated the Bell Exchange Agreement transaction, pursuant to which an aggregate of 317,950 shares of common stock was issued to Dr. Bell in exchange for the delivery to the Company of the Bell Note and the extinguishment of $0.5 million of indebtedness, including accrued interest. The exchange resulted in a loss on extinguishment of $0.6 million . Note Purchase Agreement and Convertible Notes On June 30, 2016, the Company also entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Haldor Topsøe A/S, a company organized under the laws of Denmark (“Haldor Topsøe”). The Company agreed to sell and issue (i) a Senior Convertible Promissory Note (the “Senior Note”) in the principal amount of $0.75 million and (ii) a Convertible Promissory Note (the “Note”, and with the Senior Note, the “Convertible Notes”) in the principal amount of $0.5 million , each of which is convertible into the Company’s equity securities. The Convertible Notes provided for interest at a rate of 8% per annum, were to mature on December 31, 2017 and bore no prepayment penalty. The Convertible Notes provided that they shall at no time be convertible into more than 779,350 shares (subject to adjustment for stock splits, reverse stock splits, and similar events) of the Company’s common stock and/or other securities convertible or exercisable for such number of shares of the Company’s common stock. The Convertible Notes permitted Haldor Topsøe to convert the principal balance of the Convertible Notes into shares of the Company’s common stock at a fixed conversion price of $1.6215 per share at any time. In addition, the Senior Note permitted Haldor Topsøe to convert the principal balance of the Senior Note into equity securities that the Company may issue in a future financing including any instruments or securities exchangeable for or convertible into equity securities, at the same price and on the same terms at which the Company sells equity securities in such future financing. The Company had the right to mandatorily convert the Convertible Notes. As long as the Company’s common stock continued to be listed on The NASDAQ Stock Market, LLC (“NASDAQ”) and the Company was not in default under the Note, the Company had the right to mandatorily convert the principal balance of the Note into shares of its common stock at the conversion price of $1.6215 per share at any time before payment and following the date of conversion of the Kanis Notes into the Company’s common stock. The Company has the right to mandatorily convert the Senior Note, subject to satisfaction of the same conditions to conversion of the Note, upon consummation of a Qualified Financing into the equity securities the Company issues in the Qualified Financing at the same price and on the same terms at which it sells such equity securities in the Qualified Financing. A “Qualified Financing” is defined as an equity or equity-linked financing in which the Company received aggregate gross proceeds of at least $5.0 million (including the principal amount of the Senior Note converted in such financing). Accrued interest under the Convertible Notes is not convertible into the Company’s equity securities and any interest that has accrued on principal amount converted into equity securities will be paid in cash at the time of such conversion. Pursuant to the Note Purchase Agreement, the Company agreed, if requested by Haldor Topsøe, to expand the size of its board of directors by one member and appoint one person designated by Haldor Topsøe. Thereafter, until the later of (i) the date that the Convertible Notes have been paid in full or (ii) if 100% of the principal amount of the Convertible Notes have been converted into the Company’s common stock and/or other equity securities, the date Haldor Topsøe no longer owns at least eighty percent ( 80% ) of such securities, the Company’s board shall include one person designated by Haldor Topsøe in the board’s slate of nominees to be submitted to stockholders at each meeting of stockholders of the Company where directors are to be elected. On August 30, 2016, Haldor Topsøe elected to convert the Note for which the Company issued to Haldor Topsøe an aggregate of 308,357 shares of common stock in conversion of $0.5 million in principal amount of indebtedness. On December 16, 2016, Haldor Topsøe elected to convert the Senior Note, and issued to Haldor Topsøe and aggregate of 462,535 shares of common stock in conversion of $0.75 million in principal amount of indebtedness. For additional information on the warrants discussed within this Note, refer to Note 12 , " Stockholders' Equity " and Note 13 " Warrants ", respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders' Equity On February 12, 2016, at a special meeting of the Company’s stockholders, the Company’s stockholders voted to approve an amendment to the Restated Certificate of Incorporation to increase the number of authorized shares from 24.0 million shares to 100.0 million shares. Further, on February 12, 2016, the Company filed with the Secretary of State of Delaware a Certificate of Amendment to the Restated Certificate of Incorporation (the “Amendment”) which increased the number of authorized shares from 24.0 million shares to 100.0 million shares, ninety-nine million nine hundred thousand ( 99.9 million ) of which were designated as common stock and one hundred thousand ( 0.1 million ) of which were designated as preferred stock. On May 25, 2016 at the Company’s Annual Meeting of Stockholders, the stockholders also voted to approve the amendment of the Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock which to reduce the total number of shares authorized under the Restated Certificate of Incorporation from 100.0 million to 20.0 million . On July 21, 2016, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended, with the Secretary of State of Delaware to effect a one-for- five reverse stock split of the Company’s common stock, (the “ Reverse Stock Split ”). The amendment became effective on July 22, 2016. As a result of the Reverse Stock Split, every five (5) shares of the Company’s issued and outstanding common stock were combined and reclassified into one (1) share of the Company’s common stock. The Reverse Stock Split did not change the par value of the Company’s common stock. All share and per share information disclosed in this report, including the conversion features of all warrants (shares and exercise prices) reflect the Reverse Stock Split. On December 16, 2016, the Company filed with the Secretary of State of Delaware a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”) which increased the number of authorized shares from 20,000,000 shares to 50,100,000 shares, of which 50,000,000 are designated as common stock and 100,000 are designated as preferred stock. November 2016 Offering On November 3, 2016, the Company entered into a securities purchase agreement with certain investors (the "Purchasers") providing for the issuance and sale of 5,172,250 shares of the Company's common stock at a price of $2.00 per share (the "November 2016 Offering"). On November 4, 2016, and December 16, 2016 the Company sold 949,960 and 4,222,290 shares of Common Stock, respectively, under the November 2016 Offering. The Company also issued to the placement agent, in consideration for its services as placement agent for the November 2016 Offering, a total of 489,475 shares of Common Stock and a five-year warrant to purchase up to 489,475 shares of Common Stock at an exercise price of $2.20 per share On October 24, 2016, the Company received a written consent from Kanis S.A., the holder of a majority of the Company's outstanding shares of common stock as of such date, approving the offer and sale of securities by the Company in a private placement transaction, or series of related private placement transactions, on terms similar to the terms of the November 2016 Offering. The Company received net proceeds of $10.2 million after deducting placement agent fees and other offering expenses. The November 2016 Offering warrants are within the scope of ASC 815-40 and are required to be recorded as liabilities. Accordingly, of the $10.2 million in net proceeds, $9.3 million was allocated to the common stock and included in equity and $0.9 million was allocated to the warrant liability based on the fair value of the warrants on the issuance date. The Company intends to use the net proceeds for general corporate purposes, which may include working capital, general and administrative expenses, capital expenditures and implementation of its strategic priorities. Exchange Transactions As discussed in Note 11, on August 30, 2016, the Company consummated the Kanis Exchange Agreement and Bell Exchange Agreement transactions, pursuant to which the Company (i) issued to Kanis an aggregate of 4,872,032 shares of common stock in exchange for the delivery to the Company of the Kanis Notes and the extinguishment of $7.9 million of indebtedness, and (ii) issued to Dr. Bell an aggregate of 317,950 shares of common stock in exchange for the delivery to the Company of the Director Note and the extinguishment of $0.5 million of indebtedness Note Conversion As discussed in Note 11, on August 31, 2016, the Company elected to convert $0.5 million in principal amount of the Haldor Notes and issued Haldor Topsøe 308,357 shares of the Company's common stock. On December 16, 2016, Haldor Topsøe elected to convert $0.75 million in principal amount of the Haldor Notes and issued Haldor Topsøe 462,535 shares of the Company's common stock. Other Sales and Issuances of Common Stock and Warrants On December 16, 2016, the Company entered into a securities purchase agreement with MDB Capital Group, LLC ("MDB"), providing for the sale of 81,550 shares of the Company's common stock at a price of $2.00 per share for an aggregate purchase price of $0.2 million . The purchase price was paid by the cancellation of trade payables of the Company to MDB in the amount of the purchase price. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants From time to time, the Company issues warrants to purchase its common stock. Warrants have been issued for consulting services, in connection with the Company's issuance of debt and sales of its common stock. For additional information regarding the warrants discussed in this Note, refer to Note 11 , " Debt " and Note 12 " Stockholders' Equity ", respectively. Warrants activity is summarized as follows: Shares(1) Weighted Average Exercise Price Range of Exercise Prices Outstanding at December 31, 2015 913,434 $ 3.54 $6.25 - $52.00 Issued 489,475 $ 2.20 $2.20 Exercised (410,824 ) $ 1.73 $0.05 - $3.00 Expired (12,216 ) $ 22.50 $22.50 Outstanding at December 31, 2016 979,869 $ 6.36 $2.20 - $21.00 Issued — $ — $- Exercised (75,399 ) $ 19.46 $13.25-$21.00 Expired — $ — $- Outstanding at December 31, 2017 904,470 $ 5.27 $2.20 - $21.00 Exercisable at December 31, 2017 904,470 $ 5.27 $2.20 - $21.00 _______________________________________________________________________________ (1) Outstanding and exercisable information includes 21,920 equity-classified warrants as of December 31, 2017 . 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 were as follows: December 31, 2017 2016 Expected volatility 91.0 - 104.5 97.7% - 106.4% Risk-free interest rate 1.86% - 2.09% 1.40% - 1.92% Dividend yield — — Expected life in years 1.8 - 4.0 2.8 - 5.0 The assumptions used in the Monte Carlo simulation model to estimate the fair value of the warrant liability were as follows: December 31, 2017 2016 Expected volatility 91.3 - 95.7 97.7%-106.4% Risk-free interest rate 1.53% - 1.87% 1.03%-1.43% Dividend yield — — Expected life in years 0.5- 1.9 1.5-2.9 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 | 12 Months Ended |
Dec. 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 December 31, 2017 and December 31, 2016 (in thousands): Warrant Liability Level 1 Level 2 Level 3 December 31, 2017 — — $ 669 December 31, 2016 — — $ 1,226 There were no transfers in and out of Level 1 and Level 2 fair value measurements during the year ended December 31, 2017. The following is a reconciliation of the warrant liability, included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets, measured at fair value using Level 3 inputs (in thousands): Years Ended 2017 2016 Balance at beginning of period $ 1,226 $ 3,072 Issuance of common stock warrants — 858 Exercise of common stock warrants (34 ) (1,150 ) Remeasurement of common stock warrants (523 ) (1,554 ) Balance at end of period $ 669 $ 1,226 The following is a reconciliation of the embedded bifurcated derivative liability measured at fair value using significant unobservable inputs, Level 3 (in thousands): Years Ended December 31, 2017 2016 Balance at beginning of period $ — $ — Transfers in and/or out of Level 3 — — Initial valuation of bifurcated derivative liability — 3,936 Extinguishment of bifurcated derivative liability — (3,936 ) Balance at end of period $ — $ — Upon amendment of the Kanis debt on April 1, 2016, the convertible debt required bifurcation and accounting at fair value. The resulting embedded derivative was composed of a conversion option, the exercise of which would require shareholder approval, as well as a call option the Company could exercise in the event of a Liquidity Event. The call option would be at a 25% discount to the Liquidity Event price. The company used a Monte Carlo simulation model to estimate the fair value of the embedded derivative portion of the Kanis debt. The assumptions used in the Monte Carlo simulation model to estimate the fair value of the derivative liability included volatility of 109% , a risk free rate of 0.8% and an expected term of 2.5 years. On August 30, 2016, the Kanis debt was extinguished eliminating the embedded derivative. 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. Using a net present value model, the fair value of the Company’s current notes payable was $1.8 million at December 31, 2016. 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Clean Diesel Technologies, Inc. Stock Incentive Plan (formerly known as the Clean Diesel Technologies, Inc. 1994 Incentive Plan), as amended (the "Plan"), provides for the awarding of incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares, performance awards, bonuses or other forms of share-based awards, or combinations of these to the Company's directors, officers, employees, consultants and advisors (except consultants or advisors in capital-raising transactions) as determined by the board of directors. At the Company's Annual Meeting of Shareholders held on May 23, 2012, the Company's shareholders approved certain amendments to the Plan, the most significant of which changed the Plan name, removed the evergreen provision and established a maximum number of 1.4 million shares to be reserved for issuance under the Plan, disallowed the repricing of outstanding stock options without shareholder approval, removed the ability to issue cash bonus awards under the Plan and modified the change in control provisions within the Plan. As of December 31, 2017 , there were 81,766 shares available for future grants under the Plan. Effective December 16, 2016, the Company adopted the Clean Diesel Technologies, Inc. 2016 Omnibus Incentive Plan (the "Omnibus Plan"), pursuant to the approval of the Omnibus plan by the Company's stockholders by written consent dated October 24, 2016. The Omnibus plan was adopted by the Company's Board of Directors (the "Board") on October 11, 2016. Under the Omnibus Plan, the Company is authorized to grant equity-based awards in the form of stock options, restricted common stock, restricted stock units, stock appreciation rights, and other stock based awards to employees (including executive officers), directors and consultants of the Company and its subsidiaries. The Omnibus Plan authorized the issuance of 2,250,000 shares of the Company's common stock. Total stock-based compensation expense was $0.4 million and $1.6 million for the years ended December 31, 2017 and 2016 , respectively. Stock Options Stock option activity is summarized as follows: Options Weighted Weighted Aggregate Outstanding at December 31, 2016 1,073,288 $ 5.26 9.4 6 Granted 100,000 $ 2.60 — — Exercised (18,333 ) $ 2.25 — 17 Canceled (56,335 ) $ 2.45 — — Vested shares expired (65,254 ) $ 33.68 — $ — Outstanding at December 31, 2017 1,033,366 $ 3.41 8.8 $ — Vested and expected to vest at December 31, 2017 1,033,366 $ 3.41 8.8 Exercisable at December 31, 2017 532,407 $ 4.33 8.5 $ — The aggregate intrinsic value represents the difference between the exercise price and the Company's closing stock price on the last trading day of the year. Stock options granted under the Plan typically expire ten years from the date of grant and are issued at a price equal to the fair market value of the underlying stock on the date of grant. The Company's board of directors may establish such vesting and other conditions with respect to options as it deems appropriate. The Company estimates the fair value of stock options using a Black-Scholes option-pricing model. The weighted-average assumptions and grant date fair value for the options granted during year ended December 31, 2017 were as follows: Years Ended December 31, 2017 2016 Expected volatility 121.1 % 153.7% - 168.5% Risk-free interest rate 1.9 % 1.19% - 2.18% Dividend yield — — Expected life in years 6.0 6.0 Weighted average grant date fair value $ 2.25 $ 2.12 The expected term of the options has historically been based upon the historical term until exercise or expiration of all granted options. Due to the significant change in the Company following the Merger and significant change in the terms of the options granted, CDTI's pre-Merger historical exercise data was not considered to provide a reasonable basis for estimating the expected term for current option grants. As such, the expected term of stock options granted in 2015 and later was determined using the "simplified method" as allowed under ASC 718-10-S99, "Compensation—Stock Compensation: Overall: SEC Materials." The "simplified method" calculates the expected term as the average of the vesting term and original contractual term of the options. The expected volatility is based on the volatility of the Company over the corresponding expected term of the option. The risk-free interest rate is the constant maturity rate published by the U.S. Federal Reserve Board that corresponds to the expected term of the option. The dividend yield is assumed as 0% because the Company has not paid dividends and does not expect to pay dividends in the future. Compensation costs for stock options that vest over time are recognized over the vesting period on a straight-line basis. As of December 31, 2017 , the Company had $1.3 million of unrecognized compensation cost related to stock option grants that remained to be recognized over vesting periods. These costs are expected to be recognized over a weighted average period of 3.7 years. Restricted Stock Units RSU activity is as follows: Shares Weighted Nonvested at December 31, 2016 12,389 $ 10.50 Granted — $ — Vested (6,704 ) $ 11.77 Forfeited (4,085 ) $ 11.80 Nonvested units at December 31, 2017 1,600 $ 1.85 As of December 31, 2017 , the Company had approximately $2.2 thousand of unrecognized compensation expense related to RSUs, which will be recognized over a weighted average estimated remaining life of 1.5 years. |
Impairment
Impairment | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment | Impairment The Company performs its annual impairment test during the fourth quarter, after the annual budgeting process is completed as well as whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Each interim period, management assesses whether or not an indicator of impairment is present that would necessitate that impairment analysis be performed in an interim period other than during the fourth quarter. During the Company’s annual impairment analysis during the fourth quarter of 2016, management used a discount rate of 15% and a terminal growth rate of 3% . The discount rate used in the discount cash flow method was based on a weighted-average cost of capital determined from relevant market comparisons, adjusted for specific reporting unit risks (i.e. primarily the uncertainty of achieving projected operating cash flows). The terminal value growth rate was applied to the final year of the projected period and reflected the Company's estimate of stable, perpetual growth. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy as defined in ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”). Due to the complexity and the effort required to estimate the fair value of the reporting units in the step one of the impairment test and to estimate the fair values of all assets and liabilities of the reporting units in the second step of the test, the fair value estimates were derived based on assumptions and analyses that are subject to change. Such assumptions include but are not limited to the following: changes in its cost of capital, growth of the reporting unit's revenue, cost structure of the reporting unit, successful completion of research and development and customer acceptance of new products, expected changes in emissions regulations and approval of the reporting unit's product by regulatory agencies. Based on the Company’s analyses, the implied fair value of goodwill was substantially lower than the carrying value of goodwill for its reporting unit. As a result during the fourth quarter of 2016, the Company recognized, an impairment charge of $4.7 million . This impairment charge was included as a separate component of operating expenses for the year ended December 31, 2016. As a result, as of December 31, 2016, the Company had no goodwill on its consolidated balance sheet. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017 the U.S. government enacted comprehensive tax reform commonly referred to as the Tax Cuts and Jobs Act (“TCJA”). Under FASB Accounting Standards Codification (“ASC 740”), the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The TCJA makes broad and complex changes to the U.S. tax code, including, but not limited to: (1) reducing the U.S. federal corporate tax rate from 35% to 21%; (2) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017; (3) bonus depreciation that will allow for full expensing of qualified property; (4) creating a new limitation on deductible interest expense; (5) eliminating the corporate alternative minimum tax ("AMT"); (6) limitation on the deductibility of executive compensation under Internal Revenue Code §162(m); and (7) new tax rules related to foreign operations. On December 22, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 118, which provides guidance on accounting for the tax effects of TCJA. The purpose of SAB No. 118 was to address any uncertainty or diversity of view in applying ASC Topic 740, Income Taxes in the reporting period in which the TCJA was enacted. SAB No. 118 addresses situations where the accounting is incomplete for certain income tax effects of the TJCA upon issuance of a company’s financial statements for the reporting period that includes the enactment date. SAB No. 118 allows for a provisional amount to be recorded if it is a reasonable estimate of the impact of the TCJA. Additionally, SAB No. 118 allows for a measurement period to finalize the impacts of the TCJA, not to extend beyond one year from the date of enactment. In connection with the initial analysis of the impact of the TCJA, the Company has recorded a provisional decrease in our deferred tax assets and liabilities with a corresponding adjustment to its valuation allowance. While the Company is able to make a reasonable estimate of the impact of the reduction in the corporate rate, it is subject to further analysis, interpretation and clarification of the TCJA, which could result in changes to this estimate during 2018. Income (loss) from continuing operations before income taxes include the following components (in thousands): Years Ended 2017 2016 U.S.-based operations $ (5,715 ) $ (17,344 ) Non U.S.-based operations 517 (7,088 ) $ (5,198 ) $ (24,432 ) Income tax expense (benefit) attributable to loss from continuing operations is summarized as follows (in thousands): Current Deferred Total Year ended December 31, 2017: State and local $ 53 $ — $ 53 Foreign 128 (96 ) 32 Total $ 181 $ (96 ) $ 85 Year ended December 31, 2016: U.S. Federal $ — $ — $ — State and local 22 — 22 Foreign (210 ) (770 ) (980 ) Total $ (188 ) $ (770 ) $ (958 ) Income taxes attributable to loss from continuing operations differ from the amounts computed by applying the U.S. federal statutory rate of 34% to loss from continuing operations before income taxes as shown below (in thousands): Years Ended 2017 2016 Expected tax benefit $ (1,766 ) $ (8,307 ) Net tax effects of: Foreign tax rate differential (77 ) 1,331 State taxes, net of federal benefit (362 ) 219 Return to provision adjustment (48 ) 13,386 Research and other credits 2,719 443 Permanent difference on convertible notes and warrants (169 ) 2,923 Goodwill impairment — 533 Other 86 61 Change in deferred tax asset valuation allowance (298 ) (11,547 ) $ 85 $ (958 ) Deferred tax assets and liabilities consist of the following (in thousands): December 31, 2017 2016 Deferred tax assets: Research and development credits $ 2,486 $ 2,063 Operating loss carry forwards 7,085 7,320 Interest 315 460 Inventories 240 289 Allowance for doubtful accounts 88 129 Depreciation 316 353 Non-cash compensation 739 946 Other 533 929 Total gross deferred tax assets 11,802 12,489 Valuation allowance (10,874 ) (11,441 ) Net deferred tax assets $ 928 $ 1,048 Deferred tax liabilities: Other identifiable intangible assets $ (284 ) $ (494 ) Total gross deferred tax liabilities (284 ) (494 ) Net deferred tax assets $ 644 $ 554 The Company had approximately $19.8 million and $17.6 million of federal and state income tax net operating loss carryforwards at December 31, 2017 , respectively. The foreign net operating losses can be carried forward indefinitely. Future utilization of the federal and state net operating losses and credit carryforwards is subject to a substantial annual limitation due to ownership change limitations as required by Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the "Code"), as well as similar state limitations. In connection with the settlement of the Kanis S.A. debt exchange (see Note 11), a change in control of the Company occurred with Kanis S.A. becoming the largest owner of the Company's common stock in an amount greater than 50% of the issued and outstanding shares of common stock. As a result, the Company performed a study to evaluate the status of net operating loss carryforwards as a result of the ownership change during the year. The results of the study provided that there was indeed an “ownership change” as of August 30, 2016 as defined for U.S. federal income tax purposes. The "ownership change" will significantly limit the use of the Company's net operating losses and credits in future tax years Of the $19.8 million federal loss carryforwards approximately $4.9 million of the loss will be subject to an annual limitation of $0.4 million within the next 5 years and $0.2 million for the next 15 years. The federal net operating loss carryforwards will expire in fiscal year 2037. As a result of the "ownership change" the federal research and development credits have been limited and based on the limitation the Company does not anticipate being able to use any of these credits that existed as of the date of the Merger in future tax years. Of the $17.6 million of state net operating loss carryforwards approximately $1.4 million of the loss will be subject to an annual limitation of $0.1 million for the next 20 years. The state net operating loss carryforwards will expire in fiscal year 2037. The Company has state research and development credits of $3.9 million however they have placed a 20% reserve on the credit since a thorough R&D study was not performed. Since the state credits have an indefinite life, the Company did not write them off even though it is also limited under Section 383. The Company has a full valuation allowance against the related deferred tax assets for its U.S. and U.K. entities as it is more likely than not that they will not be realized by the Company. In assessing the potential realization of deferred tax assets, consideration is given to whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. In addition, the utilization of net operating loss carryforwards may be limited due to restrictions imposed under applicable federal and state tax laws due to a change in ownership. Based upon the level of historical operating losses and future projections, management believes it is more likely than not that the Company will not realize the deferred tax assets. The Company has not recognized a deferred tax liability on undistributed earnings of its foreign subsidiaries, because these earnings are intended to be permanently reinvested. The amount of the unrecognized deferred tax liability depends on judgment required to analyze the withholding tax due, the applicable tax law and factual circumstances in effect at the time of any such distributions. Therefore, the Company believes it is not practicable at this time to reliably determine the amount of unrecognized deferred tax liability related to its undistributed earnings; however, these undistributed earnings are immaterial. If circumstances change and it becomes apparent that some or all of the undistributed earnings of a subsidiary will be remitted and income taxes have not been recognized by the parent entity, the parent entity shall accrue as an expense of the current period income taxes attributable to that remittance. The following changes occurred in the amount of unrecognized tax benefits including related interest and penalties, included in the income taxes payable on the consolidated balance sheet (in thousands): Years Ended 2017 2016 Balance at beginning of year $ 1,469 $ 634 Additions for current year tax provisions 51 49 Additions/Reduction for tax positions of prior years — 786 Reduction for prior year tax provisions — — Balance at end of year $ 1,520 $ 1,469 If recognized, the entire amount of the unrecognized tax benefits would affect the effective tax rate. As of December 31, 2017 and 2016 , the Company had $0.2 million and $0.2 million , respectively, accrued for payment of interest and penalties related to unrecognized tax benefits. The Company operates in multiple tax jurisdictions, both within and outside of the United States. Although the timing of the resolution and/or closure of audits is not certain, the Company does not believe it is reasonably possible that its unrecognized tax benefits would materially change in the next twelve months. The following tax years remain open to examination by the major domestic taxing jurisdictions to which it is subject: Open Tax Years United States—Federal 2014 - 2017 United States—State 2013 - 2017 Canada 2012 - 2017 Sweden 2015 - 2017 United Kingdom 2013 - 2017 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Commitments The Company leases its facilities under operating leases that expire through 2019. The Company recognizes its minimum lease payments, including escalation clauses, on a straight-line basis over the minimum lease term of the lease. Rent expense was $0.5 million and $0.6 million during the years ended December 31, 2017 and 2016 , respectively. Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2017 are (in thousands): Years ending December 31: 2018 $ 146 2019 25 2020 — 2021 — 2022 and thereafter — Total minimum lease payments $ 171 California Air Resources Board ("CARB") By email dated June 26, 2015, CARB asserted the Company had deficiencies in compliance with the Verification Procedure, Aftermarket Parts Regulations and the Vehicle Code. The initial penalty calculated by CARB for these alleged violations was $1.8 million , with the largest component relating to the use of empty center bodies to allow trucks to be placed back in service while warranty claims are being evaluated. This process is now explicitly permitted by regulation, but was not permitted at the time of the alleged violation. Although the Company disagreed with CARB's findings, the Company cooperated with CARB's investigation and discussed with CARB whether and to what extent the payment of monetary penalties would be appropriate. During the first quarter of 2017, the Company and CARB reached a settlement in which the Company paid approximately $0.1 million in 2017. In addition to the foregoing, 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 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 consolidated financial statements as of December 31, 2017 , nor is it possible to estimate what litigation-related costs will be in the future. Applied Utility Systems, Inc. The Company is undergoing a sales and use tax audit by the State of California (the "State") on 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. Regardless of this finding, the Company continues to believe that it will prevail in this matter, as it believes that the State did not adequately address the legal arguments related to the Company's acceptance of the valid resale certificate from its customer. The Company has not agreed to these findings, and therefore, it will be appealing at a higher level at the BOE. 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 to reflect the offer to settle this case. 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. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information Net sales by geographic region based on location of sales organization is as follows (in thousands): Years Ended 2017 2016 United States $ 17,238 $ 23,870 Canada 7,477 9,583 Europe 3,638 3,386 Total international 11,115 12,969 Total revenues $ 28,353 $ 36,839 Property and equipment, net and total assets by geographic region as of December 31, 2017 and 2016 is as follows (in thousands): Property and Equipment, net Total Assets 2017 2016 2017 2016 United States $ 710 $ 1,082 $ 9,099 $ 15,126 Canada — 71 — 8,352 Europe 4 5 1,715 1,352 Total international 4 76 1,715 9,704 Total $ 714 $ 1,158 $ 10,814 $ 24,830 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations For the years ended December 31, 2017 and 2016 , Honda accounted for 52% and 59% , respectively, of the Company's revenues. This customer accounted for 1% and 35% of the Company's accounts receivable at December 31, 2017 and 2016 , respectively. The Company does not anticipate material sales to this customer in 2018. For the year ended December 31, 2017, the Company had three suppliers that accounted for approximately 17% , 11% and 11% of the Company's material purchases. For the year ended December 31, 2016, the Company had one supplier that accounted for approximately 30% of the Company's material purchases. |
Supplementary Cash Flow Informa
Supplementary Cash Flow Information | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplementary Cash Flow Information Supplementary cash flow information for 2017, and 2016 is as follows (in thousands): Years Ended 2017 2016 Cash paid for interest 256 694 Cash paid for income taxes 56 43 Non-cash operating and financing activities Kanis S.A. notes payable plus accrued interest settled with common stock (Note 11) — 7,900 Haldor Topsøe note payable settled with common stock (Note 11) — 1,250 Director Note payable plus accrued interest settled with common stock (Note 11) — 515 Issuance of common stock to placement agent in connection with equity offering (Note 12) — 5 Issuance of warrants to placement agent in connection with equity offering (Note 12) — 857 Accounts Payable settled with common stock — 184 |
Significant Accounting Polici28
Significant Accounting Policies - (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany transactions, including intercompany profits and losses and intercompany balances, have been eliminated in consolidation. |
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 goodwill and 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. |
Cash | Cash Cash consists of cash balances on hand and on deposit at banks. Cash on deposit at banks at times may exceed the Federal Deposit Insurance Corporation (FDIC) limits. The Company believes no significant concentration of credit risk exists with respect to these cash balances. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are presented net of a reserve for doubtful accounts of $0.5 million and $0.4 million at December 31, 2017 and 2016 , respectively. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determines the allowance based on historical write-off experience and past due balances over 9 0 days that are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off balance sheet credit exposure related to its customer |
Inventories | Inventories Inventories are stated at the lower of cost (FIFO method) or market (net realizable value). Finished goods inventory includes materials, labor and manufacturing overhead. The Company establishes provisions for inventory that is obsolete or when quantities on hand are in excess of estimated forecasted demand. The creation of such provisions results in a write-down of inventory to net realizable value and a charge to cost of sales. The Company's inventory includes precious metals (platinum, palladium and rhodium) for use in the manufacturing of catalysts. The precious metals are valued at the lower of cost or net realizable value, consistent with the Company's other inventory. |
Property and Equipment | Property and Equipment Property and equipment is capitalized at cost and is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is determined using the straight line method over the estimated useful lives of the various asset classes. Machinery and equipment are depreciated over 2 to 10 years; furniture and fixtures, computer hardware and software and vehicles are depreciated over 2 to 5 years. Property and equipment held under capital leases and leasehold improvements are amortized over the shorter of estimated useful lives or the lease term. Repairs and maintenance are charged to expense as incurred and major replacements or betterments are capitalized. |
Intangible Assets | Intangible Assets The Company's intangible assets consist of trade names, acquired patents and technology, and customer relationships and have finite lives. Intangible assets are carried at cost, less accumulated amortization. Amortization is computed on a straight-line or accelerated basis over the estimated useful lives of the respective assets, ranging from 4 to 20 years. |
Long Lived Assets | Long Lived Assets Assets such as property and equipment and amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the sum of the expected undiscounted future net cash flows of an asset or asset group is less than its carrying amount and is measured as the amount by which the carrying amount of the asset or asset group exceeds its fair value. |
Warrants and Derivative Liabilities | Warrants and Derivative Liabilities The Company accounts for the issuance of Company derivative equity instruments in accordance with Accounting Standards Codification ("ASC") 815-40 "Derivative and Hedging". The Company reviews common stock purchase warrants at each balance sheet date based upon the characteristics and provision of each particular instrument and classifies them on the balance sheet as equity or a liability. Below are some of the factors the Company considers with the corresponding balance sheet classification: • Equity if the awards (i) require physical settlement or net-share settlement, or (ii) give the Company a choice of net-cash settlement or settlement in the Company's own shares (physical settlement or net-share settlement), or as • Liabilities if the awards (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the Company's control), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement of net-share settlement). The Company assesses classification of common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities and equity is required. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax assets to the amount that is more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Changes in recognition or measurement are reflected in the period in which the change occurs. The Company records interest and penalties related to unrecognized tax benefit in income tax expense. |
Revenue Recognition | Revenue Recognition Revenues are derived primarily from the sale of products. The Company generally recognizes revenue when products are shipped and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is reasonably assured, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. There are certain customers where risk of loss transfers at destination point and revenue is recognized when product is delivered to the destination. For these customers, revenue is recognized upon receipt at the customer's warehouse. When terms of sale include subjective customer acceptance criteria, the Company defers revenue until the acceptance criteria are met. The determination of whether or not the customer acceptance terms are perfunctory or inconsequential impacts the amount and timing of the revenue recognized. |
Research and Development | Research and Development Research and development costs are generally expensed as incurred. These expenses include compensation expense for employees and contractors engaged in research, design and development activities, as well costs paid to outside parties for testing, validation and certification of our products . Also included is any depreciation related to assets utilized in the development of new products. |
Stock-Based Compensation | Stock-Based Compensation Equity awards consist of stock options and restricted stock units ("RSUs"). The Company measures the compensation cost for all stock-based awards at fair value on the date of grant and recognizes it on a straight-line basis over the service period for awards expected to vest, which is generally three years. The Company measures the fair value of stock options using the Black-Scholes option-pricing model and certain assumptions, including the expected life of the stock options, an expected forfeiture rate and the expected volatility of its common stock. The fair value of RSUs is based on the closing price of the Company's common stock on the grant date. |
Product Warranty | Product Warranty The Company provides for the estimated cost of product warranties in cost of sales, at the time product revenue is recognized. Warranty costs are estimated primarily using historical warranty information in conjunction with current engineering assessments applied to the Company's expected repair or replacement costs. |
Foreign Currency | Foreign Currency The functional currency of our subsidiary Engine Control Systems Europe AB in Sweden is the Swedish krona and the Clean Diesel Technologies Limited U.K. subsidiary, is the British pound sterling. Accordingly, the assets and liabilities of the foreign locations are translated into U.S. dollars at period-end exchange rates. Revenue and expense accounts are translated at the average exchange rates for the period. The resulting foreign currency exchange adjustments are charged or credited directly to other comprehensive income or loss as a separate component of stockholders' equity. Unrealized foreign currency exchange gains and losses on certain intercompany transactions that are of a long-term investment nature (i.e. settlement is not planned or anticipated in the foreseeable future) are also recorded in other comprehensive income or loss in stockholders' equity. Accumulated other comprehensive loss contained only foreign currency translation adjustments as of December 31, 2017 and 2016 . The Company has exposure to multiple currencies. The primary exposure is between the U.S. dollar, the Canadian dollar, the Euro, British pound sterling and Swedish krona. Gains and losses arising from transactions denominated in currencies other than the functional currency of the entity are included in other income (expense) in the consolidated statements of comprehensive loss. Gains and losses arising from transactions denominated in foreign currencies are primarily related to inter-company loans that have been determined to be temporary in nature, cash, accounts receivable and accounts payable denominated in non-functional currencies. |
Net Loss per Share | Net 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 and dilutive potential common shares. Dilutive potential common shares include employee stock options, RSUs, warrants and debt that are convertible into the Company's common stock. Diluted net loss per share excludes certain dilutive potential common shares outstanding as their effect is anti-dilutive. Because the Company incurred net losses in the years ended December 31, 2017 and 2016 , the effect of potentially dilutive securities has been excluded in the computation of net loss per share as their impact would be anti-dilutive. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset and liability. As a basis for considering such assumptions, a fair value hierarchy has been established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are as follows: • 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 825, "Financial Instruments", requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. The fair values of the Company's cash, trade 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 borrowings under the line of credit approximates their carrying value due to the variable interest rates. The fair value of shareholder notes payable, calculated using level 3 inputs, and a net present value model, was $1.8 million at December 31, 2016 . The fair value for the warrants classified as liability and the bifurcated derivative liabilities were calculated using level 3 inputs, including Black-Scholes option-pricing model as well as Monte Carlo Simulation model. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance In May 2014, the Financial Accounting Standards Board ("FASB") issued 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 January 2016, 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. While the Company has not finalized the impact of the adoption of ASU No. 2016-1 on its consolidated financial statements, the Company does not expect the adoption to have a material impact. In February 2016, the FASB issued ASU No. 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. While the Company has not finalized the impact of adoption of ASU No. 2016-2 on its consolidated financial statements, the Company does not expect the adoption to have a material impact. In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments: a consensus of the Emerging Task Force.” ASU No. 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. While the Company has not finalized the impact of adoption of ASU No. 2016-15 on its consolidated financial statements, the Company does not expect the adoption to have a material impact. In October 2016, the FASB issued ASU No. 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 No. 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. While the Company has not finalized the impact of adoption of ASU No. 2016-16 on its consolidated financial statements, the Company does not expect the adoption to have a material impact. |
Inventories - (Tables)
Inventories - (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following (in thousands): December 31, 2017 2016 Raw materials $ 1,101 $ 3,291 Work in process 383 790 Finished goods 1,163 3,044 $ 2,647 $ 7,125 |
Property and Equipment - (Table
Property and Equipment - (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following (in thousands): December 31, 2017 2016 Furniture and fixtures $ 1,735 $ 2,124 Computer hardware and software 1,213 1,228 Machinery and equipment 4,274 11,078 Vehicles — 31 7,222 14,461 Less accumulated depreciation (6,508 ) (13,303 ) $ 714 $ 1,158 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following (in thousands): Useful Life December 31, 2017 2016 Trade name 15 - 20 $ 1,208 $ 1,204 Patents and know-how 5 - 12 4,113 4,090 Customer relationships 4 - 8 750 721 6,071 6,015 Less accumulated amortization (5,020 ) (4,532 ) $ 1,051 $ 1,483 |
Schedule of Estimated Amortization Expense | Estimated amortization expense for existing intangible assets for each of the next five years is as follows (in thousands): Years ending December 31: 2018 $ 162 2019 $ 162 2020 $ 162 2021 $ 162 2022 $ 143 Thereafter $ 260 $ 1,051 |
Accrued Expenses and Other Cu32
Accrued Expenses and Other Current Liabilities - (Tables) | 12 Months Ended |
Dec. 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): December 31, 2017 2016 Accrued salaries and benefits $ 560 $ 759 Accrued severance and other charges(1) 28 1,738 Accrued warranty(2) 125 338 Warrant liability(3) 669 1,226 Liability for consigned precious metals 1,902 1,282 Other 301 1,002 $ 3,585 $ 6,345 _______________________________________________________________________________ (1) For additional information, refer to Note 9 , " Severance and Other Charges ". (2) For additional information, refer to Note 10 , " Accrued Warranty ". (3) For additional information, refer to Note 14, "Fair Value Measurements". |
Severance and Other Charges - (
Severance and Other Charges - (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Severance, Exit and Other Charges | Severance, exit and other charges consist of the following (in thousands): Years Ended 2017 2016 Employee severance expense $ 139 $ 1,227 Lease exit costs (619 ) 1,328 Total severance and other charges $ (480 ) $ 2,555 |
Schedule of Accrual for Severance and Other Exit Costs | The following summarizes the activity in the Company's accrual for severance and other exit costs (in thousands): Severance Lease Exit Total December 31, 2015 $ 1,092 $ — $ 1,092 Provision 1,227 1,328 2,555 Payments (1,601 ) (308 ) (1,909 ) December 31, 2016 $ 718 $ 1,020 $ 1,738 Provision 139 (619 ) (480 ) Payments (829 ) (401 ) (1,230 ) December 31, 2017(1) $ 28 $ — $ 28 _______________________________________________________________________________ (1) The Company paid this in January 2018. |
Accrued Warranty - (Tables)
Accrued Warranty - (Tables) | 12 Months Ended |
Dec. 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): Years Ended 2017 2016 Balance at beginning of period $ 338 $ 228 Accrued warranty expense 54 431 Warranty claims paid (163 ) (324 ) Transferred in sale of DuraFit (110 ) — Translation adjustment 6 3 Balance at end of period $ 125 $ 338 |
Debt - (Tables)
Debt - (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following (in thousands): December 31, 2017 December 31, 2016 Line of credit with FGI $ — $ 1,458 $2.0 million, 8% shareholder note due 2017 (1) — 1,803 Total debt — 3,261 Less current portion — (3,261 ) Long-term portion $ — $ — _______________________________________________________________________________ (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) | 12 Months Ended |
Dec. 31, 2017 | |
Class of Warrant or Right [Line Items] | |
Schedule of Warrants Activity | Warrants activity is summarized as follows: Shares(1) Weighted Average Exercise Price Range of Exercise Prices Outstanding at December 31, 2015 913,434 $ 3.54 $6.25 - $52.00 Issued 489,475 $ 2.20 $2.20 Exercised (410,824 ) $ 1.73 $0.05 - $3.00 Expired (12,216 ) $ 22.50 $22.50 Outstanding at December 31, 2016 979,869 $ 6.36 $2.20 - $21.00 Issued — $ — $- Exercised (75,399 ) $ 19.46 $13.25-$21.00 Expired — $ — $- Outstanding at December 31, 2017 904,470 $ 5.27 $2.20 - $21.00 Exercisable at December 31, 2017 904,470 $ 5.27 $2.20 - $21.00 _______________________________________________________________________________ (1) Outstanding and exercisable information includes 21,920 equity-classified warrants as of December 31, 2017 . |
Black Scholes | |
Class of Warrant or Right [Line Items] | |
Schedule of of Ranges of Warrant Valuation Assumptions | The assumptions used in the Black-Scholes option-pricing model to estimate the fair value of the warrant liability were as follows: December 31, 2017 2016 Expected volatility 91.0 - 104.5 97.7% - 106.4% Risk-free interest rate 1.86% - 2.09% 1.40% - 1.92% Dividend yield — — Expected life in years 1.8 - 4.0 2.8 - 5.0 |
Monte Carlo Simulation Model | |
Class of Warrant or Right [Line Items] | |
Schedule of of Ranges of Warrant Valuation Assumptions | The assumptions used in the Monte Carlo simulation model to estimate the fair value of the warrant liability were as follows: December 31, 2017 2016 Expected volatility 91.3 - 95.7 97.7%-106.4% Risk-free interest rate 1.53% - 1.87% 1.03%-1.43% Dividend yield — — Expected life in years 0.5- 1.9 1.5-2.9 |
Fair Value Measurements - (Tabl
Fair Value Measurements - (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value on the Company’s balance sheet on a recurring basis include the following at December 31, 2017 and December 31, 2016 (in thousands): Warrant Liability Level 1 Level 2 Level 3 December 31, 2017 — — $ 669 December 31, 2016 — — $ 1,226 |
Schedule of Reconciliation of Warrants Liability | The following is a reconciliation of the warrant liability, included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets, measured at fair value using Level 3 inputs (in thousands): Years Ended 2017 2016 Balance at beginning of period $ 1,226 $ 3,072 Issuance of common stock warrants — 858 Exercise of common stock warrants (34 ) (1,150 ) Remeasurement of common stock warrants (523 ) (1,554 ) Balance at end of period $ 669 $ 1,226 |
Schedule of Reconciliation of Embedded Derivatives | The following is a reconciliation of the embedded bifurcated derivative liability measured at fair value using significant unobservable inputs, Level 3 (in thousands): Years Ended December 31, 2017 2016 Balance at beginning of period $ — $ — Transfers in and/or out of Level 3 — — Initial valuation of bifurcated derivative liability — 3,936 Extinguishment of bifurcated derivative liability — (3,936 ) Balance at end of period $ — $ — |
Stock-Based Compensation - (Tab
Stock-Based Compensation - (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | Stock option activity is summarized as follows: Options Weighted Weighted Aggregate Outstanding at December 31, 2016 1,073,288 $ 5.26 9.4 6 Granted 100,000 $ 2.60 — — Exercised (18,333 ) $ 2.25 — 17 Canceled (56,335 ) $ 2.45 — — Vested shares expired (65,254 ) $ 33.68 — $ — Outstanding at December 31, 2017 1,033,366 $ 3.41 8.8 $ — Vested and expected to vest at December 31, 2017 1,033,366 $ 3.41 8.8 Exercisable at December 31, 2017 532,407 $ 4.33 8.5 $ — |
Schedule of Weighted Average Assumptions and Grant Date Fair Value | The weighted-average assumptions and grant date fair value for the options granted during year ended December 31, 2017 were as follows: Years Ended December 31, 2017 2016 Expected volatility 121.1 % 153.7% - 168.5% Risk-free interest rate 1.9 % 1.19% - 2.18% Dividend yield — — Expected life in years 6.0 6.0 Weighted average grant date fair value $ 2.25 $ 2.12 |
Schedule of Restricted Stock Unit Activity | RSU activity is as follows: Shares Weighted Nonvested at December 31, 2016 12,389 $ 10.50 Granted — $ — Vested (6,704 ) $ 11.77 Forfeited (4,085 ) $ 11.80 Nonvested units at December 31, 2017 1,600 $ 1.85 |
Income Taxes - (Tables)
Income Taxes - (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) from Continuing Operations Before Income Taxes | Income (loss) from continuing operations before income taxes include the following components (in thousands): Years Ended 2017 2016 U.S.-based operations $ (5,715 ) $ (17,344 ) Non U.S.-based operations 517 (7,088 ) $ (5,198 ) $ (24,432 ) |
Schedule of Income Tax Expense (Benefit) | Income tax expense (benefit) attributable to loss from continuing operations is summarized as follows (in thousands): Current Deferred Total Year ended December 31, 2017: State and local $ 53 $ — $ 53 Foreign 128 (96 ) 32 Total $ 181 $ (96 ) $ 85 Year ended December 31, 2016: U.S. Federal $ — $ — $ — State and local 22 — 22 Foreign (210 ) (770 ) (980 ) Total $ (188 ) $ (770 ) $ (958 ) |
Reconciliation of Expected Income Tax Expense to Actual Income Tax Expense | Income taxes attributable to loss from continuing operations differ from the amounts computed by applying the U.S. federal statutory rate of 34% to loss from continuing operations before income taxes as shown below (in thousands): Years Ended 2017 2016 Expected tax benefit $ (1,766 ) $ (8,307 ) Net tax effects of: Foreign tax rate differential (77 ) 1,331 State taxes, net of federal benefit (362 ) 219 Return to provision adjustment (48 ) 13,386 Research and other credits 2,719 443 Permanent difference on convertible notes and warrants (169 ) 2,923 Goodwill impairment — 533 Other 86 61 Change in deferred tax asset valuation allowance (298 ) (11,547 ) $ 85 $ (958 ) |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following (in thousands): December 31, 2017 2016 Deferred tax assets: Research and development credits $ 2,486 $ 2,063 Operating loss carry forwards 7,085 7,320 Interest 315 460 Inventories 240 289 Allowance for doubtful accounts 88 129 Depreciation 316 353 Non-cash compensation 739 946 Other 533 929 Total gross deferred tax assets 11,802 12,489 Valuation allowance (10,874 ) (11,441 ) Net deferred tax assets $ 928 $ 1,048 Deferred tax liabilities: Other identifiable intangible assets $ (284 ) $ (494 ) Total gross deferred tax liabilities (284 ) (494 ) Net deferred tax assets $ 644 $ 554 |
Schedule of Changes in Unrecognized Tax Benefits Including Related Interest and Penalties | The following changes occurred in the amount of unrecognized tax benefits including related interest and penalties, included in the income taxes payable on the consolidated balance sheet (in thousands): Years Ended 2017 2016 Balance at beginning of year $ 1,469 $ 634 Additions for current year tax provisions 51 49 Additions/Reduction for tax positions of prior years — 786 Reduction for prior year tax provisions — — Balance at end of year $ 1,520 $ 1,469 |
Schedule of Tax Years Open to Examination | The following tax years remain open to examination by the major domestic taxing jurisdictions to which it is subject: Open Tax Years United States—Federal 2014 - 2017 United States—State 2013 - 2017 Canada 2012 - 2017 Sweden 2015 - 2017 United Kingdom 2013 - 2017 |
Commitments and Contingencies -
Commitments and Contingencies - (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2017 are (in thousands): Years ending December 31: 2018 $ 146 2019 25 2020 — 2021 — 2022 and thereafter — Total minimum lease payments $ 171 |
Geographic Information - (Table
Geographic Information - (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales and Fixed Assets and Total Assets by Geographic Region | Net sales by geographic region based on location of sales organization is as follows (in thousands): Years Ended 2017 2016 United States $ 17,238 $ 23,870 Canada 7,477 9,583 Europe 3,638 3,386 Total international 11,115 12,969 Total revenues $ 28,353 $ 36,839 Property and equipment, net and total assets by geographic region as of December 31, 2017 and 2016 is as follows (in thousands): Property and Equipment, net Total Assets 2017 2016 2017 2016 United States $ 710 $ 1,082 $ 9,099 $ 15,126 Canada — 71 — 8,352 Europe 4 5 1,715 1,352 Total international 4 76 1,715 9,704 Total $ 714 $ 1,158 $ 10,814 $ 24,830 |
Supplementary Cash Flow Infor42
Supplementary Cash Flow Information - (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplementary cash flow information for 2017, and 2016 is as follows (in thousands): Years Ended 2017 2016 Cash paid for interest 256 694 Cash paid for income taxes 56 43 Non-cash operating and financing activities Kanis S.A. notes payable plus accrued interest settled with common stock (Note 11) — 7,900 Haldor Topsøe note payable settled with common stock (Note 11) — 1,250 Director Note payable plus accrued interest settled with common stock (Note 11) — 515 Issuance of common stock to placement agent in connection with equity offering (Note 12) — 5 Issuance of warrants to placement agent in connection with equity offering (Note 12) — 857 Accounts Payable settled with common stock — 184 |
Liquidity and Going Concern - (
Liquidity and Going Concern - (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 19, 2015 |
Liquidity and Going Concern [Line Items] | ||||
Accumulated deficit | $ 228,346,000 | $ 223,063,000 | ||
Cash | 2,807,000 | $ 7,839,000 | $ 2,958,000 | |
Replacement Shelf | ||||
Liquidity and Going Concern [Line Items] | ||||
Authorized amount | $ 50,000,000 | |||
Shelf registration securities sold | $ 3,100,000 |
Significant Accounting Polici44
Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Reserve for doubtful accounts | $ 0.5 | $ 0.4 |
Significant Accounting Polici45
Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Vehicles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Vehicles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Computer hardware and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Computer hardware and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Significant Accounting Polici46
Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 4 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 20 years |
Significant Accounting Polici47
Significant Accounting Policies - Stock Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Stock-based compensation vesting period | 3 years |
Significant Accounting Polici48
Significant Accounting Policies - Net Loss Per Share (Details) - shares shares in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Potentially dilutive common stock equivalents excluded from computation (in shares) | 1.9 | 2.1 |
Significant Accounting Polici49
Significant Accounting Policies - Fair Value of Financial Instruments (Details) $ in Millions | Dec. 31, 2016USD ($) |
Accounting Policies [Abstract] | |
Fair value of shareholder notes payable | $ 1.8 |
Sale of Durafit business - Addi
Sale of Durafit business - Additional Information (Details) - USD ($) $ in Thousands | Sep. 08, 2017 | Dec. 31, 2017 |
DuraFit | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Consideration | $ 3,300 | |
Gain on sale | $ 800 | |
Line of credit with FGI | Line of Credit | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Repayments of debt | $ 315 |
Inventories - (Details)
Inventories - (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,101 | $ 3,291 |
Work in process | 383 | 790 |
Finished goods | 1,163 | 3,044 |
Total inventories | $ 2,647 | $ 7,125 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,222 | $ 14,461 |
Less accumulated depreciation | (6,508) | (13,303) |
Property and equipment, net | 714 | 1,158 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,735 | 2,124 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,213 | 1,228 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,274 | 11,078 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 0 | $ 31 |
Property and Equipment - Deprec
Property and Equipment - Depreciation (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 0.2 | $ 0.3 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 6,071 | $ 6,015 |
Less accumulated amortization | (5,020) | (4,532) |
Intangible assets, net | 1,051 | 1,483 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,208 | 1,204 |
Patents and know-how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 4,113 | 4,090 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 750 | $ 721 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 4 years | |
Minimum | Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 15 years | |
Minimum | Patents and know-how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | |
Minimum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 4 years | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 20 years | |
Maximum | Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 20 years | |
Maximum | Patents and know-how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 12 years | |
Maximum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 8 years |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets - Amortization Expense (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Estimated amortization expense for each of the next five years | |
2,018 | $ 162 |
2,019 | 162 |
2,020 | 162 |
2,021 | 162 |
2,022 | 143 |
Thereafter | 260 |
Finite-lived intangible assets, net | $ 1,051 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 0 | $ 0 | $ 0 |
Goodwill impairment | $ 4,700,000 | 0 | 4,675,000 |
Amortization of intangible assets | $ 400,000 | $ 500,000 |
Accrued Expenses and Other Cu57
Accrued Expenses and Other Current Liabilities - (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Expenses and Other Current Liabilities | |||
Accrued salaries and benefits | $ 560 | $ 759 | |
Accrued severance and other charges | 28 | 1,738 | |
Accrued warranty | 125 | 338 | $ 228 |
Warrant liability | 669 | 1,226 | |
Liability for consigned precious metals | 1,902 | 1,282 | |
Other | 301 | 1,002 | |
Accrued expenses and other current liabilities | $ 3,585 | $ 6,345 |
Severance and Other Charges - S
Severance and Other Charges - Severance, Exit and Other Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Total severances and other charges | $ (480) | $ 2,555 |
Employee severance expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Total severances and other charges | 139 | 1,227 |
Lease exit costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Total severances and other charges | $ (619) | $ 1,328 |
Severance and Other Charges - A
Severance and Other Charges - Accrual for Severance and Other Exit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accrual for severance and other exit costs | ||
Balance beginning of period | $ 1,738 | $ 1,092 |
Provision | (480) | 2,555 |
Payments | (1,230) | (1,909) |
Balance end of period | 28 | 1,738 |
Employee severance expense | ||
Accrual for severance and other exit costs | ||
Balance beginning of period | 718 | 1,092 |
Provision | 139 | 1,227 |
Payments | (829) | (1,601) |
Balance end of period | 28 | 718 |
Lease exit costs | ||
Accrual for severance and other exit costs | ||
Balance beginning of period | 1,020 | 0 |
Provision | (619) | 1,328 |
Payments | (401) | (308) |
Balance end of period | $ 0 | $ 1,020 |
Accrued Warranty - (Details)
Accrued Warranty - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accrued Warranty | ||
Balance beginning of period | $ 338 | $ 228 |
Accrued warranty expense | 54 | 431 |
Warranty claims paid | (163) | (324) |
Transferred in sale of DuraFit | (110) | 0 |
Translation adjustment | 6 | 3 |
Balance end of period | $ 125 | $ 338 |
Minimum | ||
Accrued Warranty [Line Items] | ||
Product warranty accrual warranty period | 1 year | |
Maximum | ||
Accrued Warranty [Line Items] | ||
Product warranty accrual warranty period | 5 years |
Debt - Long-term and Short-term
Debt - Long-term and Short-term, Combined (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 01, 2016 |
Debt, long-term and short-term, combined amount | |||
Total debt | $ 0 | $ 3,261,000 | |
Less current portion | 0 | (3,261,000) | |
Long-term 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 | 0 | $ 1,458,000 | |
Convertible Debt | 2.0 million 8% shareholder note due 2017 | |||
Debt, long-term and short-term, combined amount | |||
Face amount of debt | $ 2,000,000 | $ 2,000,000 | |
Interest rate (as a percent) | 8.00% | 8.00% | |
Total debt | $ 0 | $ 1,803,000 | |
Unamortized debt discount | $ 200,000 |
Debt - Line of Credit with FGI
Debt - Line of Credit with FGI (Details) - Line of credit with FGI - Line of Credit - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Sep. 07, 2017 | |
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 7.5 | |
Line of credit facility interest rate determinant threshold percentage | 6.50% | |
Interest rate on advances or borrowings | 6.50% | |
Prime Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 2.50% |
Debt - Kanis S.A. Indebtedness
Debt - Kanis S.A. Indebtedness (Details) - USD ($) | Aug. 30, 2016 | Jan. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 01, 2016 |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ (194,000) | $ (12,410,000) | |||||
Kanis Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Liquidity event discount rate | 25.00% | ||||||
Convertible Debt | Kanis Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount outstanding | $ 7,500,000 | $ 7,500,000 | |||||
Liquidity event discount rate | 25.00% | ||||||
Conversion price (in dollars per share) | $ 1.6215 | $ 1.6215 | $ 3.60 | ||||
Loss on extinguishment of debt | $ 10,200,000 | $ 1,600,000 | $ 1,600,000 | ||||
Issuance of common stock on conversion of debt (in shares) | 4,872,032 | ||||||
Extinguishment of debt, amount | $ 7,900,000 | ||||||
Accrued interest and embedded derivative liability | $ 400,000 | ||||||
Convertible Debt | 2.0 million 8% shareholder note due 2017 | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt | $ 2,000,000 | $ 2,000,000 | |||||
Interest rate (as a percent) | 8.00% | 8.00% | |||||
Repayment of shareholder note | $ 2,000,000 |
Debt - Director Note (Details)
Debt - Director Note (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 30, 2016 | May 12, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Apr. 11, 2016 |
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | $ (194) | $ (12,410) | ||||
Bell Exchange Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Issuance of common stock on conversion of debt (in shares) | 317,950 | |||||
Extinguishment of debt, amount | $ 500 | |||||
Convertible Debt | 500,000 8% Director Note Due 2017 | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 500 | |||||
Interest rate (as a percent) | 8.00% | |||||
Liquidity event discount rate | 25.00% | |||||
Convertible Debt | Bell Director Note | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price (in dollars per share) | $ 1.6215 | |||||
Debt instrument, convertible, threshold consecutive trading days | 5 days | |||||
Convertible Debt | Bell Exchange Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Issuance of common stock on conversion of debt (in shares) | 317,950 | |||||
Extinguishment of debt, amount | $ 500 | |||||
Loss on extinguishment of debt | $ 600 | |||||
Common Stock | Convertible Debt | Bell Director Note | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price (in dollars per share) | $ 3.55 |
Debt - Note Purchase Agreement
Debt - Note Purchase Agreement and Convertible Notes (Details) $ / shares in Units, $ in Thousands | Dec. 16, 2016USD ($)shares | Aug. 31, 2016USD ($)shares | Aug. 30, 2016USD ($)shares | Jun. 30, 2016USD ($)sharesdirector$ / shares |
Note Purchase Agreement With Haldor Topsøe | ||||
Debt Instrument [Line Items] | ||||
Issuance of common stock on conversion of debt (in shares) | shares | 462,535 | 308,357 | ||
Debt conversion, shares issued (in shares) | shares | 462,535 | |||
Extinguishment of debt, amount | $ 750 | $ 500 | ||
Convertible Debt | Note Purchase Agreement With Haldor Topsøe | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 8.00% | |||
Conversion price (in dollars per share) | $ / shares | $ 1.6215 | |||
Number of board of directors, increase | director | 1 | |||
Number of board of directors, designated | director | 1 | |||
Debt instrument convertible percentage of principal amount to be converted | 100.00% | |||
Minimum percentage of counterparty ownership | 80.00% | |||
Issuance of common stock on conversion of debt (in shares) | shares | 308,357 | |||
Convertible Debt | Note Purchase Agreement With Haldor Topsøe | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, number of equity instruments (in shares) | shares | 779,350 | |||
Convertible Debt | Senior Convertible Promissory Note | ||||
Debt Instrument [Line Items] | ||||
Convertible notes payable | $ 750 | |||
Qualified financing minimum aggregate gross proceeds | $ 5,000 | |||
Convertible Debt | Convertible Promissory Note | ||||
Debt Instrument [Line Items] | ||||
Convertible notes payable | $ 500 | |||
Convertible Debt | Senior Convertible Promissory Note | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt, amount | $ 750 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 16, 2016USD ($)$ / sharesshares | Nov. 04, 2016shares | Aug. 31, 2016USD ($)shares | Aug. 30, 2016USD ($)shares | Jul. 22, 2016 | Dec. 16, 2016USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 15, 2016shares | Jul. 21, 2016shares | May 25, 2016shares | Feb. 12, 2016shares | Feb. 11, 2016shares |
Class of Stock [Line Items] | |||||||||||||
Common stock and preferred stock, shares authorized (in shares) | 50,100,000 | 50,100,000 | 20,000,000 | 20,000,000 | 100,000,000 | 100,000,000 | 24,000,000 | ||||||
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 99,900,000 | ||||||||
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | ||||||||
Proceeds from issuance of common stock and warrants, net of offering costs | $ | $ 0 | $ 10,200 | |||||||||||
Kanis Exchange Agreement | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common stock on conversion of debt (in shares) | 4,872,032 | ||||||||||||
Extinguishment of debt, amount | $ | $ 7,900 | ||||||||||||
Bell Exchange Agreement | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common stock on conversion of debt (in shares) | 317,950 | ||||||||||||
Extinguishment of debt, amount | $ | $ 500 | ||||||||||||
Note Purchase Agreement With Haldor Topsøe | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common stock on conversion of debt (in shares) | 462,535 | 308,357 | |||||||||||
Extinguishment of debt, amount | $ | $ 750 | $ 500 | |||||||||||
November 2016 Offering | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from issuance of common stock and warrants, net, warrant liability | $ | $ 900 | ||||||||||||
Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Reverse stock split ratio | 0.2 | ||||||||||||
Issuance of common stock on conversion of debt (in shares) | 5,961,000 | ||||||||||||
Issuance of stock for settlement of accounts payable (in shares) | 81,000 | ||||||||||||
Common Stock | November 2016 Offering | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from equity offerings, net of costs (in shares) | 4,222,290 | 949,960 | 5,172,250 | ||||||||||
Share price (in dollars per share) | $ / shares | $ 2 | $ 2 | |||||||||||
Issuance of stock for settlement of accounts payable (in shares) | 489,475 | ||||||||||||
Number of securities called by each warrant or right (in shares) | 489,475 | 489,475 | |||||||||||
Exercise price of warrant or rights (in dollars per share) | $ / shares | $ 2.20 | $ 2.20 | |||||||||||
Proceeds from issuance of common stock and warrants, net of offering costs | $ | $ 10,200 | ||||||||||||
Proceeds from issuance of common stock and warrants net equity | $ | $ 9,300 | ||||||||||||
Common Stock | Securities Purchase Agreement with MDB Capital Group, LLC | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 2 | $ 2 | |||||||||||
Issuance of stock for settlement of accounts payable (in shares) | 81,550 | ||||||||||||
Issuance of stock for settlement of accounts payable | $ | $ 200 |
Warrants - Activity (Details)
Warrants - Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | ||
Outstanding at beginning of period (in shares) | 979,869 | 913,434 |
Issued (in shares) | 0 | 489,475 |
Exercised (in shares) | (75,399) | (410,824) |
Expired (in shares) | 0 | (12,216) |
Outstanding at end of period (in shares) | 904,470 | 979,869 |
Exercisable at end of period (in shares) | 904,470 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 6.36 | $ 3.54 |
Issued (in dollars per share) | 0 | 2.20 |
Exercised (in shares) | 19.46 | 1.73 |
Expired ( in dollars per share) | 0 | 22.50 |
Outstanding at end of period (in dollars per share) | 5.27 | 6.36 |
Exercisable at end of period (in dollars per share) | 5.27 | |
Range of Exercise Prices | ||
Issued (in dollars per share) | 0 | 2.20 |
Expired (in dollars per share) | $ 0 | 22.50 |
Equity classified as warrants (in shares) | 21,920 | |
Minimum | ||
Range of Exercise Prices | ||
Outstanding at beginning of period (in dollars per share) | $ 6.25 | 6.25 |
Exercised (in dollars per share) | 13.25 | 0.05 |
Outstanding at end of period (in dollars per share) | 2.20 | 6.25 |
Exercisable (in dollars per share) | 2.20 | |
Maximum | ||
Range of Exercise Prices | ||
Outstanding at beginning of period (in dollars per share) | 52 | 52 |
Exercised (in dollars per share) | 21 | 3 |
Outstanding at end of period (in dollars per share) | 21 | $ 52 |
Exercisable (in dollars per share) | $ 21 |
Warrants - Assumptions (Details
Warrants - Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair value assumptions and methodology for assets and liabilities | ||
Dividend yield | 0.00% | 0.00% |
Minimum | Black Scholes | ||
Fair value assumptions and methodology for assets and liabilities | ||
Expected volatility | 91.00% | 97.70% |
Risk-free interest rate | 1.86% | 1.40% |
Expected life in years | 1 year 9 months 18 days | 2 years 9 months 18 days |
Minimum | Monte Carlo Simulation Model | ||
Fair value assumptions and methodology for assets and liabilities | ||
Expected volatility | 91.30% | 97.70% |
Risk-free interest rate | 1.53% | 1.03% |
Expected life in years | 6 months | 1 year 6 months |
Maximum | Black Scholes | ||
Fair value assumptions and methodology for assets and liabilities | ||
Expected volatility | 104.50% | 106.40% |
Risk-free interest rate | 2.09% | 1.92% |
Expected life in years | 4 years | 5 years |
Maximum | Monte Carlo Simulation Model | ||
Fair value assumptions and methodology for assets and liabilities | ||
Expected volatility | 95.70% | 106.40% |
Risk-free interest rate | 1.87% | 1.43% |
Expected life in years | 1 year 10 months 24 days | 2 years 10 months 24 days |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 669,000 | $ 1,226,000 |
Liability transfers from Level 1 to Level 2 | 0 | |
Liability transfers from Level 2 to Level 1 | 0 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 669,000 | $ 1,226,000 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Warrant Liability Included in Expenses and Other Current Liabilities (Details) - Warrant - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of warrant liability and embedded derivative | ||
Balance at beginning of period | $ 1,226 | $ 3,072 |
Issuance of common stock warrants | 0 | 858 |
Exercise of common stock warrants | (34) | (1,150) |
Remeasurement of common stock warrants | (523) | (1,554) |
Balance at end of period | $ 669 | $ 1,226 |
Fair Value Measurements - Rec71
Fair Value Measurements - Reconciliation of Embedded Derivative Measured at Fair Value (Details) - Embedded Derivative Financial Instruments - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of warrant liability and embedded derivative | ||
Balance at beginning of period | $ 0 | $ 0 |
Transfers in and/or out of Level 3 | 0 | 0 |
Initial valuation of bifurcated derivative liability | 0 | 3,936,000 |
Extinguishment of bifurcated derivative liability | 0 | (3,936,000) |
Balance at end of period | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2016 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value of shareholder notes payable | $ 1.8 | |
Embedded Derivative Financial Instruments | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Expected volatility | 109.00% | |
Risk-free interest rate | 0.80% | |
Expected life in years | 2 years 6 months | |
Kanis Agreement | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Liquidity event discount rate | 25.00% | |
Fair Value | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value of shareholder notes payable | $ 1.8 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Incentive Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 16, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for issuance | 1,400,000 | ||
Shares available for future grant | 81,766 | ||
Stock-based compensation expense | $ 0.4 | $ 1.6 | |
Omnibus Plan 2016 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for issuance | 2,250,000 |
Stock-Based Compensation - St74
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Options | ||
Outstanding at beginning of period (in shares) | 1,073,288 | |
Granted (in shares) | 100,000 | |
Exercised (in shares) | (18,333) | |
Canceled (in shares) | (56,335) | |
Vested shares expired (in shares) | (65,254) | |
Outstanding at end of period (in shares) | 1,033,366 | 1,073,288 |
Vested and expected to vest (in shares) | 1,033,366 | |
Exercisable at end of period (in shares) | 532,407 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (usd per share) | $ 5.26 | |
Granted (usd per share) | 2.60 | |
Exercised (usd per share) | 2.25 | |
Canceled (usd per share) | 2.45 | |
Vested shares expired (usd per share) | 33.68 | |
Outstanding at end of period (usd per share) | 3.41 | $ 5.26 |
Vested and expected to vest (usd per share) | 3.41 | |
Exercisable at end of period (usd per share) | $ 4.33 | |
Weighted Average Remaining Contractual Term (in years) | ||
Weighted average remaining contractual term (in years) | 8 years 9 months 18 days | 9 years 4 months 24 days |
Vested and expected to vest (in years) | 8 years 9 months 18 days | |
Exercisable at end of period (in years) | 8 years 6 months | |
Outstanding aggregate intrinsic value (in thousands) | $ 0 | $ 0 |
Exercised intrinsic value (in thousands) | 0 | |
Exercisable aggregate intrinsic value (in thousands) | $ 0 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Assumptions and Grant Date Fair Value (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Weighted-average assumptions and grant date fair value | ||
Expected volatility (as a percent) | 121.10% | |
Risk free interest rate (as a percent) | 1.90% | |
Expected volatility (as a percent), minimum | 153.70% | |
Expected volatility (as a percent), maximum | 168.50% | |
Risk free interest rate (as a percent), minimum | 1.19% | |
Risk free interest rate (as a percent), maximum | 2.18% | |
Dividend yield | 0.00% | 0.00% |
Expected life in years | 6 years | 6 years |
Weighted average grant date fair value | $ 2.25 | $ 2.12 |
Stock-Based Compensation - Expi
Stock-Based Compensation - Expiration Period (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense, options | $ 1.3 |
Recognition period | 3 years 8 months 26 days |
Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 10 years |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU Activity (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Weighted Average Grant Date Fair Value | |
Nonvested at beginning of period | $ 2.12 |
Nonvested units at end of period | $ 2.25 |
Restricted Stock Units (RSUs) | |
Shares | |
Nonvested at beginning of period | shares | 12,389 |
Granted | shares | 0 |
Vested | shares | (6,704) |
Forfeited | shares | (4,085) |
Nonvested units at end of period | shares | 1,600 |
Weighted Average Grant Date Fair Value | |
Nonvested at beginning of period | $ 10.50 |
Granted | 0 |
Vested | 11.77 |
Forfeited | 11.80 |
Nonvested units at end of period | $ 1.85 |
Stock-Based Compensation - RS78
Stock-Based Compensation - RSU Unrecognized Expense (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Restricted Stock Units | |
Recognition period | 3 years 8 months 26 days |
Restricted Stock Units (RSUs) | |
Restricted Stock Units | |
Unrecognized compensation expense, RSUs | $ 2,200 |
Recognition period | 1 year 6 months |
Impairment - (Details)
Impairment - (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | |||
Goodwill impairment | $ 4,700,000 | $ 0 | $ 4,675,000 |
Goodwill | $ 0 | $ 0 | $ 0 |
Goodwill | |||
Goodwill [Line Items] | |||
Discount rate | 15.00% | ||
Terminal growth rate | 3.00% |
Income Taxes - Income (loss) Fr
Income Taxes - Income (loss) From Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
U.S.-based operations | $ (5,715) | $ (17,344) |
Non U.S.-based operations | 517 | (7,088) |
Loss from operations before income taxes | $ (5,198) | $ (24,432) |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) Attributable to Loss From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current | ||
U.S. Federal | $ 0 | |
State and local | $ 53 | 22 |
Foreign | 128 | (210) |
Total | 181 | (188) |
Deferred | ||
U.S. Federal | 0 | |
State and local | 0 | 0 |
Foreign | (96) | (770) |
Total | (96) | (770) |
Total | ||
U.S. Federal | 0 | |
State and local | 53 | 22 |
Foreign | 32 | (980) |
Total | $ 85 | $ (958) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Effective income tax rate reconciliation, percent | ||
U.S. federal statutory rate | 34.00% | 34.00% |
Effective income tax rate reconciliation, amount | ||
Expected tax benefit | $ (1,766) | $ (8,307) |
Net tax effects of: | ||
Foreign tax rate differential | (77) | 1,331 |
State taxes, net of federal benefit | (362) | 219 |
Return to provision adjustment | (48) | 13,386 |
Research and other credits | 2,719 | 443 |
Permanent difference on convertible notes and warrants | (169) | 2,923 |
Goodwill impairment | 0 | 533 |
Other | 86 | 61 |
Change in deferred tax asset valuation allowance | (298) | (11,547) |
Total | $ 85 | $ (958) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Research and development credits | $ 2,486 | $ 2,063 |
Operating loss carry forwards | 7,085 | 7,320 |
Interest | 315 | 460 |
Inventories | 240 | 289 |
Allowance for doubtful accounts | 88 | 129 |
Depreciation | 316 | 353 |
Non-cash compensation | 739 | 946 |
Other | 533 | 929 |
Total gross deferred tax assets | 11,802 | 12,489 |
Valuation allowance | (10,874) | (11,441) |
Net deferred tax assets | 928 | 1,048 |
Deferred tax liabilities: | ||
Other identifiable intangible assets | (284) | (494) |
Total gross deferred tax liabilities | (284) | (494) |
Deferred tax assets, net | $ 644 | $ 554 |
Income Taxes - Operating Loss C
Income Taxes - Operating Loss Carryforwards (Details) $ in Millions | Dec. 31, 2017USD ($) |
United States—Federal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 19.8 |
Operating loss carryforwards, limitations on use, 5 years | 0.4 |
Operating loss carryforwards, limitations on use, 15 years | 0.2 |
United States—State | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 17.6 |
Operating loss carryforwards, limitations on use, 20 years | $ 0.1 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforward (Details) $ in Millions | Dec. 31, 2017USD ($) |
United States—Federal | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforward subject to annual limitation | $ 4.9 |
United States—State | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforward subject to annual limitation | 1.4 |
Research Tax Credit Carryforward | United States—State | |
Tax Credit Carryforward [Line Items] | |
Carryforward credits | $ 3.9 |
Reserve on credit | 20.00% |
Income Taxes - Changes Occurred
Income Taxes - Changes Occurred in the Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of unrecognized tax benefits including related interest and penalties | ||
Balance at beginning of year | $ 1,469 | $ 634 |
Additions for current year tax provisions | 51 | 49 |
Additions/Reduction for tax positions of prior years | 0 | 786 |
Reduction for prior year tax provisions | 0 | 0 |
Balance at end of year | $ 1,520 | $ 1,469 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Accrued interest and penalties payment for unrecognized tax benefits | $ 0.2 | $ 0.2 |
Commitments and Contingencies88
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | Jun. 26, 2015 | Oct. 31, 2015 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 21, 2014 | Dec. 31, 2013 |
Loss Contingencies [Line Items] | |||||||
Rent expense | $ 0.5 | $ 0.6 | |||||
CARB | |||||||
Loss Contingencies [Line Items] | |||||||
Calculated penalty for alleged violations | $ 1.8 | ||||||
Settlement, amount awarded to other party | $ 0.1 | ||||||
Applied Utility Systems Inc | Sales And Use Tax Audit | |||||||
Loss Contingencies [Line Items] | |||||||
Sales tax owed | $ 1.5 | ||||||
Reduction income tax, original | $ 12.2 | ||||||
Reduction income tax | $ 9 | ||||||
Settlement of case amount | $ 0.1 | ||||||
Applied Utility Systems Inc | Sales And Use Tax Audit | Maximum | |||||||
Loss Contingencies [Line Items] | |||||||
Sales tax owed | $ 0.9 |
Commitments and Contingencies89
Commitments and Contingencies - Future Minimum Lease Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Future minimum lease payments under non-cancelable operating leases | |
2,018 | $ 146 |
2,019 | 25 |
2,020 | 0 |
2,021 | 0 |
2022 and thereafter | 0 |
Total minimum lease payments | $ 171 |
Geographic Information - Net Sa
Geographic Information - Net Sales by Geographic Region (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | $ 28,353 | $ 36,839 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 17,238 | 23,870 |
Total international | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 11,115 | 12,969 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 7,477 | 9,583 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | $ 3,638 | $ 3,386 |
Geographic Information - Fixed
Geographic Information - Fixed Assets and Total Assets by Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and Equipment, net | $ 714 | $ 1,158 |
Total Assets | 10,814 | 24,830 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and Equipment, net | 710 | 1,082 |
Total Assets | 9,099 | 15,126 |
Total international | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and Equipment, net | 4 | 76 |
Total Assets | 1,715 | 9,704 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and Equipment, net | 0 | 71 |
Total Assets | 0 | 8,352 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and Equipment, net | 4 | 5 |
Total Assets | $ 1,715 | $ 1,352 |
Concentrations - Concentration
Concentrations - Concentration Risk Percentage (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
One Original Equipment Manufacturer Customer | Revenues | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 52.00% | 59.00% |
One Original Equipment Manufacturer Customer | Accounts Receivable | Credit Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 35.00% | 1.00% |
Supplier One | Material Purchases | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17.00% | 30.00% |
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% |
Supplementary Cash Flow Infor93
Supplementary Cash Flow Information - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 256 | $ 694 |
Cash paid for income taxes | 56 | 43 |
Class of Stock [Line Items] | ||
Issuance of common stock to placement agent in connection with equity offering (Note 12) | 0 | 5 |
Issuance of warrants to placement agent in connection with equity offering (Note 12) | 0 | 857 |
Accounts Payable settled with common stock | 0 | 184 |
Kanis Agreement | ||
Class of Stock [Line Items] | ||
Notes payable settled with common stock | 0 | 7,900 |
Note Purchase Agreement With Haldor Topsøe | ||
Class of Stock [Line Items] | ||
Notes payable settled with common stock | 0 | 1,250 |
Bell Director Note | ||
Class of Stock [Line Items] | ||
Notes payable settled with common stock | $ 0 | $ 515 |