Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | CLEAN DIESEL TECHNOLOGIES INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 949,428 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Common Stock, Shares Outstanding | 19,483,790 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 1,596 | $ 2,958 |
Accounts receivable, net | 5,469 | 4,255 |
Inventories | 7,329 | 7,918 |
Prepaid expenses and other current assets | 1,790 | 1,568 |
Total current assets | 16,184 | 16,699 |
Property and equipment, net | 1,624 | 1,538 |
Intangible assets, net | 1,871 | 1,901 |
Goodwill | 4,825 | 4,659 |
Other assets | 323 | 305 |
Total assets | 24,827 | 25,102 |
Current liabilities: | ||
Line of credit | 4,109 | 3,513 |
Accounts payable | 5,988 | 5,012 |
Accrued expenses and other current liabilities | 7,261 | 7,854 |
Income taxes payable | 600 | 534 |
Total current liabilities | 17,958 | 16,913 |
Shareholder notes payable | 7,568 | 7,559 |
Deferred tax liability | 212 | 193 |
Total liabilities | $ 25,738 | $ 24,665 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity (deficit): | ||
Preferred stock, par value $0.01 per share: authorized 100,000; no shares issued and outstanding | ||
Common stock, par value $0.01 per share: authorized 99,900,000 and 24,000,000 at March 31, 2016 and December 31, 2015, respectively; issued and outstanding 18,751,244 and 17,797,652 shares at March 31, 2016 and December 31, 2015, respectively | $ 188 | $ 178 |
Additional paid-in capital | 206,385 | 205,235 |
Accumulated other comprehensive loss | (5,124) | (5,387) |
Accumulated deficit | (202,360) | (199,589) |
Total stockholders' equity (deficit) | (911) | 437 |
Total liabilities and stockholders' equity (deficit) | $ 24,827 | $ 25,102 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets | ||
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 99,900,000 | 24,000,000 |
Common stock, shares issued | 18,751,244 | 17,797,652 |
Common stock, shares outstanding | 18,751,244 | 17,797,652 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Consolidated Statements of Comprehensive Loss | ||
Revenues | $ 9,746 | $ 10,341 |
Cost of revenues | 7,009 | 7,523 |
Gross profit | 2,737 | 2,818 |
Operating expenses: | ||
Selling, general and administrative | 3,400 | 3,407 |
Research and development | 1,762 | 2,119 |
Severance and other charges | 792 | 6 |
Total operating expenses | 5,954 | 5,532 |
Loss from operations | (3,217) | (2,714) |
Other income (expense): | ||
Interest expense | (392) | (276) |
Other income, net | 416 | 118 |
Total other income (expense) | 24 | (158) |
Loss before income taxes | (3,193) | (2,872) |
Income tax expense (benefit) | (422) | 157 |
Net loss | (2,771) | (3,029) |
Foreign currency translation adjustments | 263 | (1,473) |
Comprehensive loss | $ (2,508) | $ (4,502) |
Basic and diluted net loss per common share: | ||
Net loss (in dollars per share) | $ (0.15) | $ (0.21) |
Basic and diluted weighted average shares outstanding (in shares) | 18,235 | 14,156 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (2,771) | $ (3,029) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 118 | 224 |
Stock-based compensation expense | 413 | 180 |
Loss (gain) on change in fair value of liability-classified warrants | (796) | 529 |
Gain on foreign currency transactions | (391) | (589) |
Other | 44 | (22) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,151) | (1,617) |
Inventories | 1,060 | (27) |
Prepaid expenses and other assets | (161) | (17) |
Accounts payable, accrued expenses and other current liabilities | 1,753 | 658 |
Income taxes | 5 | 723 |
Net cash used in operating activities | (1,877) | (2,987) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (109) | (131) |
Net cash used in investing activities | (109) | (131) |
Cash flows from financing activities: | ||
Net borrowings under demand line of credit | 596 | 264 |
Proceeds from exercise of warrants | 10 | |
Net cash provided by financing activities | 606 | 264 |
Effect of exchange rates on cash | 18 | (116) |
Net change in cash | (1,362) | (2,970) |
Cash at beginning of period | 2,958 | 7,220 |
Cash at end of period | $ 1,596 | $ 4,250 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2016 | |
Description of Business | |
Description of Business | 1. Description of Business Clean Diesel Technologies, Inc. (“CDTi” or the “Company”) currently commercializes its material technology by manufacturing and distributing light duty vehicle catalysts and heavy duty diesel emissions control systems and products to major automakers, distributors, integrators and retrofitters. The Company is transitioning its business from being a niche manufacturer of emissions control solutions for the automotive and heavy duty diesel markets to becoming an advanced materials technology provider for these markets. 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 TM DOC), Base-Metal Activated Rhodium Support (BMARS TM ), 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.”), Canada, the United Kingdom, France, Japan and Sweden as well as an Asian investment. |
Liquidity and Going Concern
Liquidity and Going Concern | 3 Months Ended |
Mar. 31, 2016 | |
Liquidity and Going Concern | |
Liquidity and Going Concern | 2. 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 $202.4 million at March 31, 2016. The Company has funded its operations through asset sales, credit facilities and other borrowings and equity sales. At March 31, 2016, the Company had $1.6 million in cash, and based upon the Company’s current and anticipated usage of cash resources, the Company will require additional financing in the form of funding from outside sources during the second or third quarter of 2016. The Company will evaluate the amount of cash needed, and the manner in which such cash will be raised, on an ongoing basis. The Company’s continuation as a going concern is dependent upon its ability to obtain adequate additional 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 for the next twelve months. If the Company is unable to obtain the necessary capital, it will be forced to license or liquidate its assets, significantly curtail or cease its operations and/or seek reorganization under the U.S. Bankruptcy Code. The Company has a $7.5 million secured demand financing facility backed by its receivables and inventory with Faunus Group International, Inc. (“FGI”) that terminates on August 15, 2016 and may be extended at the Company’s option for additional one-year terms. However, FGI can cancel the facility at any time. At March 31, 2016, the Company had $4.1 million in borrowings outstanding under this facility with $3.4 million available, subject to the availability of eligible accounts receivable and inventory balances for collateral. However, there is no guarantee that the Company will be able to borrow to the full limit of $7.5 million if FGI chooses not to finance a portion of its receivables or inventory. On May 15, 2012, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) (the “Shelf Registration”), which permits the Company to sell, from time to time, up to an aggregate of $50.0 million of various securities. However, the Company may not sell its securities in a primary offering pursuant to the Shelf Registration or any other registration statement on Form S-3 with a value exceeding one-third of its public float in any 12-month period (unless the Company’s public float rises to $75.0 million or more). On May 19, 2015, the Company filed a shelf registration statement on Form S-3 with the SEC to replace the existing Shelf Registration (the “Replacement Shelf”), which was declared effective on November 17, 2015. The Replacement Shelf will permit the Company to sell, from time to time, up to an aggregate of $50.0 million of various securities, provided that the Company may not sell its securities in a primary offering pursuant to the Replacement Shelf or any other registration statement on Form S-3 with a value exceeding one-third of its public float in any 12-month period (unless the Company’s public float rises to $75.0 million or more). On February 12, 2016, a special meeting of our stockholders was held, and at the meeting, the Company’s stockholders voted to approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares from 24.1 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 24.1 million shares to 100.0 million shares, ninety nine million nine hundred thousand (99.9 million) of which are designated as common stock and one hundred thousand (0.1 million) of which are designated as preferred stock. The additional authorized shares and Replacement Shelf registration statements are intended to provide the Company with additional flexibility to access capital markets for general corporate purposes, subject to market conditions and its capital needs. 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 and 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. shall have 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 shall have 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 may prepay the principal and any interest due on the Loan Agreements at any time before their maturity date without penalty. 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, Mr. Bell agreed to lend the Company $0.5 million at 8% per annum and a maturity date of September 30, 2017. Mr. Bell has 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 Mr. Bell exercises his conversion right. The Company shall have 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 shall also have 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 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 shall be defined as a strategic investment in CDTI or a public stock offering by CDTI. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Significant Accounting Policies | |
Significant Accounting Policies | 3. Summary of Significant Accounting Policies a. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been reflected. Intercompany transactions and balances have been eliminated in consolidation. The results reported in these unaudited condensed consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), but is not required for interim reporting purposes, has been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The preparation of financial statements in conformity with U.S. GAAP 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 assets and liabilities. Actual results could differ materially from those estimates. Discontinued Operations Discontinued operations may include future costs for the Company’s liability to settle certain tax matters associated with Applied Utility Systems, Inc. (“AUS”), a former subsidiary of the Company. For additional information, refer to Note 14, “Discontinued Operations”. All discussions and amounts in the consolidated financial statements and related notes for all periods presented relate to continuing operations only, unless otherwise noted. b. Concentration of Risk For the three months ended March 31, 2016 and 2015, one automotive OEM customer within the Catalyst segment accounted for 57% and 59%, respectively, of the Company’s revenues. This customer accounted for 37% and 31% of the Company’s accounts receivable at March 31, 2016 and December 31, 2015, respectively. No other customers accounted for 10% or more of the Company’s revenues or accounts receivable for these periods. For the periods presented below, certain vendors accounted for 10% or more of the Company’s raw material purchases as follows: Three Months Ended March 31, Vendor Supplies 2016 2015 A Substrates 36% 39% B Substrates * 11% * less than 10% c. 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 and restricted share units and warrants and debt that are convertible into the Company’s common stock. Because the Company incurred net losses in the three months ended March 31, 2016 and 2015, 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 5.8 million and 2.5 million shares during the three months ended March 31, 2016 and 2015, respectively. d. 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. The Company records its liability-classified warrants at fair value in accordance with the fair value measurement framework. For additional information, refer to Note 11, “Warrants”. The valuation inputs hierarchy classification for the warrant liability measured at fair value on a recurring basis is summarized as follows (in thousands): Warrant liability Level 1 Level 2 Level 3 March 31, 2016 - - $ December 31, 2015 - - $ The following is a reconciliation of the warrant liability, included in accrued expenses and other current liabilities in the accompanying unaudited condensed consolidated balance sheets, measured at fair value using Level 3 inputs (in thousands): Three Months Ended March 31, 2016 2015 Balance at beginning of period $ $ Issuance of common stock warrants - - Exercise of common stock warrants - Remeasurement of common stock warrants Balance at end of period $ $ e. Fair Value of Financial Instruments Accounting Standards Codification (“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 the line of credit approximates its carrying value due to the variable interest rates. The fair value of shareholder notes payable calculated using level 3 inputs, using a Black-Scholes option-pricing model to value the debt’s conversion factor and a net present value model was $7.5 million at March 31, 2016 and December 31, 2015. g. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. ASU No. 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”. ASU No. 2014-09 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. 2014-09 provides for either full retrospective adoption or a modified retrospective adoption by which it is applied only to the most current period presented. The Company is currently in the process of evaluating the impact of the adoption of ASU No. 2014-09 on its consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. ASU No. 2014-15 defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. It is effective for annual reporting periods ending after December 15, 2016, and for annual and interim reporting periods thereafter. Early adoption is permitted. The Company has not elected to early adopt, and it is currently in the process of evaluating the impact of the adoption of ASU No. 2014-15 on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory”. ASU No. 2015-11 changes the measurement principle for inventory from the “lower of cost or market” to “lower of cost and net realizable value.” Net realizable value is defined as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.” ASU No. 2015-11 eliminates the guidance that entities consider replacement cost or net realizable value less an approximately normal profit margin in the subsequent measurement of inventory when cost is determined on a first-in, first-out or average cost basis. It is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company has not yet determined whether it will elect to early adopt ASU 2015-11, and it is currently in the process of evaluating the impact of the adoption of ASU No. 2015-11 on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. ASU No. 2016-02 supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU No. 2016-02 on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. ASU No. 2016-09 will change how companies account for certain aspects of share-based payments to employees. Entities will be required to recognize the income tax effects of awards in the statement of income when the awards vest or are settled, the guidance on employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation and for forfeitures is changing and the update requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. ASU No. 2016-09 is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU No. 2016-09 on its consolidated financial statements. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventories | |
Inventories | 4. Inventories Inventories consist of the following (in thousands): March 31, December 31, 2016 2015 Raw materials $ $ Work in process Finished goods $ $ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill The change in the carrying amount of goodwill during the three months ended March 31, 2016 was due to the effect of foreign currency translation. Intangible Assets Intangible assets consist of the following (in thousands): Useful Life March 31, December 31, in Years 2016 2015 Trade name 15 - 20 $ $ Patents and know-how 5 - 12 Customer relationships 4 - 8 Less accumulated amortization $ $ The Company recorded amortization expense related to amortizable intangible assets of $0.1 million during each of the three months ended March 31, 2016 and 2015. Estimated amortization expense for each of the next five years is as follows (in thousands): Years ending December 31: Remainder of 2016 $ 2017 $ 2018 $ 2019 $ 2020 $ 2021 $ |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): March 31, 2016 December 31, 2015 Accrued salaries and benefits $ $ Accrued severance and other charges (1) Accrued warranty (2) Warrant liability (3) Liability for consigned precious metals Other $ $ (1) For additional information, refer to Note 7, “Severance and Other Charges”. (2) For additional information, refer to Note 8, “Accrued Warranty”. (3) For additional information, refer to Note 11, “Warrants”. |
Severance and Other Charges
Severance and Other Charges | 3 Months Ended |
Mar. 31, 2016 | |
Severance and Other Charges | |
Severance and Other Charges | 7. Severance and Other Charges Severance and other charges consist of employee serverance expense, and the following summarizes the activity (in thousands): Total December 31, 2015 $ Provision Payments ) March 31, 2016 $ |
Accrued Warranty
Accrued Warranty | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Warranty | |
Accrued Warranty | 8. Accrued Warranty The following summarizes the activity in the Company’s accrual for product warranty (in thousands): Three Months Ended March 31, 2016 2015 Balance at beginning of period $ $ Accrued warranty expense Warranty claims paid ) ) Balance at end of period $ $ |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt | |
Debt | 9. Debt Debt consists of the following (in thousands): March 31, 2016 December 31, 2015 Line of credit with FGI $ $ $1.5 million, 8% shareholder note due 2018 (1) $3.0 million, 8% subordinated convertible shareholder notes due 2018 (1) $3.0 million, 8% shareholder note due 2018 (1) Less current portion ) ) $ $ (1) The aggregate amount of unamortized debt discount was $0.1 million at March 31, 2016 and December 31, 2015. Refer to Note 2, “Liquidity and Going Concern”, regarding recent amendments to the shareholder notes. Line of Credit with FGI At March 31, 2016, the Company had $3.4 million of gross accounts receivable pledged to FGI as collateral for short-term debt in the amount of $2.6 million. At March 31, 2016, the Company also had $1.5 million in borrowings outstanding against eligible inventory. The Company was in compliance with the terms of the FGI Facility at March 31, 2016. However, there is no guarantee that the Company will be able to borrow to the full limit of $7.5 million if FGI chooses not to finance a portion of its receivables or inventory. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity | |
Stockholders' Equity | 10. Stockholders’ Equity Significant Changes in Stockholders’ Equity During the three months ended March 31, 2016, the increase in additional paid-in capital was attributable to (i) a $0.7 million reclassification of the fair value of warrants exercised and (ii) $0.4 million of stock-based compensation expense. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2016 | |
Warrants | |
Warrants | 11. Warrants Warrants outstanding and exercisable are summarized as follows: Weighted Average Exercise Range of Shares(1) Price Exercise Prices Outstanding at December 31, 2015 $ $0.01 - $4.50 Exercised $ $0.01 Outstanding at March 31, 2016 $ $0.01 - $4.50 Exercisable at March 31, 2016 $ $0.01 - $4.50 (1) Outstanding and exercisable information includes 170,676 equity-classified warrants. Warrant Liability The Company’s warrant liability is carried at fair value and is classified as Level 3 in the fair value hierarchy because the warrants are valued based on unobservable inputs. The Company determines the fair value of its warrant liability using the Black-Scholes option-pricing model unless the warrants 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 warrant’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 for these warrants outstanding are as follows: March 31, 2016 December 31, 2015 Issued April 2014 Number of warrants (1) (1) CDTi stock price $ $ $ $ Strike price $ $ $ $ Expected volatility Risk-free interest rate Dividend yield – – – – Expected life in years (1) Concurrent with the November 2015 offering, these warrants were exchanged for warrants with a different strike price and term. March 31, December 31, 2016 2015 Issued November 2014 Number of warrants CDTi stock price $ $ Strike price $ $ Expected volatility (1) Risk-free interest rate Dividend yield – – Expected life in years March 31, 2016 December 31, 2015 Issued June 2015 Number of warrants (1) (1) CDTi stock price $ $ $ $ Strike price $ $ $ $ Expected volatility Risk-free interest rate Dividend yield – – – – Expected life in years (1) Concurrent with the November 2015 offering, these warrants were exchanged for warrants with a different strike price and term. March 31, 2016 December 31, 2015 Series A Series B(1) Series A Series B(1) Issued November 2015 Number of warrants CDTi stock price $ $ $ $ Strike price $ $ $ $ Expected volatility – – Risk-free interest rate – – Dividend yield – – – – Expected life in years – – (1) Due to the $0.01 strike price, fair value equals CDTi stock price minus the strike price. The assumptions used in the Monte Carlo simulation model to estimate the fair value of the warrant liability for warrants outstanding with full-ratchet down-round protection are as follows: March 31, 2016 December 31, 2015 Issued July 2013 Number of warrants (1) (1) CDTi stock price $ $ $ $ Strike price $ $ $ $ Expected volatility Risk-free interest rate Dividend yield – – – – Expected life in years (1) In connection with a letter agreement, dated October 7, 2015, the Company agreed to amend the term of these warrants in order to extend the expiration date until November 11, 2019. March 31, December 31, 2016 2015 Issued November 2014 Number of warrants CDTi stock price $ $ Strike price $ $ Expected volatility (1) Risk-free interest rate Dividend yield – – Expected life in years The warrant liability, included in accrued expenses and other current liabilities in the accompanying unaudited condensed consolidated balance sheets, is re-measured at the end of each reporting period with changes in fair value recognized in other expense, net in the accompanying unaudited condensed 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. For additional information regarding the fair value of the warrant liability, amounts recognized in other income (expense) and amounts reclassified to additional paid-in capital upon exercise, refer to the warrant liability reconciliation in Note 3(d), “Summary of Significant Accounting Policies—Fair Value Measurements”. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 12. Commitments and Contingencies 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 March 31, 2016, nor is it possible to estimate what litigation-related costs will be in the future. 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, and continues to disagree, with CARB’s findings, the Company has cooperated with CARB’s investigation and is discussing with CARB whether and to what extent the payment of monetary penalties would be appropriate. After review and evaluation of CARB’s findings and publicly available CARB settlements for similar matters, the Company has accrued an expense of less than $0.1 million as of December 31, 2015 for a proposed settlement provided to CARB to resolve this matter. During 2016, CARB responded to the Company’s proposed settlement with a counter-proposal of $0.8 million by cutting certain components of their initial penalty in half and reducing certain penalties. In April 2016, the Company responded to CARB with a counter offer that was less than $0.1 million. CARB then responded with a counter offer of approximately $0.2 million. The Company is currently evaluating CARB’s recent counter-proposal and other relevant information, and an additional accrual may be recorded upon the completion of the Company’s current evaluation later in 2016. In the event that a mutually satisfactory agreement cannot be reached, the Company plans to defend any formal action taken by CARB. For information related to commitments and contingencies related to AUS, a former subsidiary of the Company that was sold in 2009, refer to Note 14, “Discontinued Operations”. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting and Geographic Information | |
Segment Reporting and Geographic Information | 13. Segment Reporting and Geographic Information The Company has two business division segments based on the products it delivers: Catalyst division — The Catalyst division develops and produces catalysts to reduce emissions from gasoline, diesel and natural gas combustion engines. Most catalytic systems require significant amounts of costly PGMs to operate effectively. Using its proprietary mixed-phase catalyst, or MPC®, technology, the Catalyst division has developed a family of unique high-performance catalysts, featuring inexpensive base-metals with low or even no PGM content. It has recently developed a new generation of catalyst technologies, which the Company believes will enable further advances in catalyst performance and further reductions in PGM usage. Since 2001, the Catalyst division has supplied over twelve million catalyst parts to light duty vehicle OEM customers. The Catalyst division is also a supplier of products for the Company’s Heavy Duty Diesel Systems division. Intersegment revenues are based on market prices. Heavy Duty Diesel Systems division — The Heavy Duty Diesel Systems division designs and manufactures exhaust emissions control solutions for a wide range of heavy duty diesel applications. It offers a full range of DuraFit™ OEM replacement diesel particulate filters (DPFs) and diesel oxidation catalysts (DOCs), and products for the verified retrofit and non-retrofit OEM markets through its distribution/dealer network and direct sales. The Company believes that its Heavy Duty Diesel Systems division offers one of the industry’s most comprehensive portfolios of emissions control systems for use in engine retrofit programs that have been evaluated and verified as compliant with applicable state and federal regulations, as well as regulations imposed by several European countries. The Company has received certification from the Verification of Emission Reduction Technologies Association (VERT) for our Purifilter® exhaust gas recirculation (EGR) diesel particulate filter system, which expands its retrofit market opportunities into South America and other international locations. Sales of emissions control systems by the Heavy Duty Diesel Systems division are driven by the regulation of diesel emissions, particularly in the State of California. Corporate — Corporate includes cost for personnel, insurance and public company expenses such as legal, audit and taxes that are not allocated down to the operating divisions. Summarized financial information for the Company’s reportable segments is as follows (in thousands): Three Months Ended March 31, 2016 2015 Revenues Catalyst $ $ Heavy Duty Diesel Systems Eliminations (1) ) ) Total $ $ Loss from operations Catalyst $ ) $ ) Heavy Duty Diesel Systems ) ) Corporate ) ) Eliminations (1) ) ) Total $ ) $ ) (1) Elimination of Catalyst revenue and profit in ending inventory related to sales to Heavy Duty Diesel Systems. Net sales by geographic region based on the location of the Company’s point of sale is as follows (in thousands): Three Months Ended March 31, 2016 2015 United States $ $ Canada Europe Total international Total revenues $ $ |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations | |
Discontinued Operations | 14. Discontinued Operations 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 for the recent offer to settle this case, and this accrual is also recorded as a liability as of March 31, 2016. Should the Company not prevail with the recent 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events | |
Subsequent Events | 15. Subsequent Events Promissory Note and Amendments to Loan Agreements On April 1, 2016, the Company executed a Promissory Note and entered into an amendment of existing loan agreements 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 and 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, such that: (i) Kanis S.A. shall have 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 shall have 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 may prepay the principal and any interest due on the Loan Agreements at any time before their maturity date without penalty. Director Convertible Promissory Note On April 11, 2016, the Company executed a Convertible Promissory Note with Lon E. Bell, Ph.D., one of the Company’s Directors. Pursuant to the terms of the Director Note, Mr. Bell agreed to lend the Company $0.5 million at 8% per annum and a maturity date of September 30, 2017. Mr. Bell has 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 Mr. Bell exercises his conversion right. The Company shall have 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 shall also have 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 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 shall be defined as a strategic investment in CDTI or a public stock offering by CDTI. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Significant Accounting Policies | |
Basis of Presentation | a. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been reflected. Intercompany transactions and balances have been eliminated in consolidation. The results reported in these unaudited condensed consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), but is not required for interim reporting purposes, has been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The preparation of financial statements in conformity with U.S. GAAP 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 assets and liabilities. Actual results could differ materially from those estimates. Discontinued Operations Discontinued operations may include future costs for the Company’s liability to settle certain tax matters associated with Applied Utility Systems, Inc. (“AUS”), a former subsidiary of the Company. For additional information, refer to Note 14, “Discontinued Operations”. All discussions and amounts in the consolidated financial statements and related notes for all periods presented relate to continuing operations only, unless otherwise noted. |
Concentration of Risk | b. Concentration of Risk For the three months ended March 31, 2016 and 2015, one automotive OEM customer within the Catalyst segment accounted for 57% and 59%, respectively, of the Company’s revenues. This customer accounted for 37% and 31% of the Company’s accounts receivable at March 31, 2016 and December 31, 2015, respectively. No other customers accounted for 10% or more of the Company’s revenues or accounts receivable for these periods. For the periods presented below, certain vendors accounted for 10% or more of the Company’s raw material purchases as follows: Three Months Ended March 31, Vendor Supplies 2016 2015 A Substrates 36% 39% B Substrates * 11% * less than 10% |
Net Loss per Share | c. 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 and restricted share units and warrants and debt that are convertible into the Company’s common stock. Because the Company incurred net losses in the three months ended March 31, 2016 and 2015, 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 5.8 million and 2.5 million shares during the three months ended March 31, 2016 and 2015, respectively. |
Fair Value Measurements | d. 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. The Company records its liability-classified warrants at fair value in accordance with the fair value measurement framework. For additional information, refer to Note 11, “Warrants”. The valuation inputs hierarchy classification for the warrant liability measured at fair value on a recurring basis is summarized as follows (in thousands): Warrant liability Level 1 Level 2 Level 3 March 31, 2016 - - $ December 31, 2015 - - $ The following is a reconciliation of the warrant liability, included in accrued expenses and other current liabilities in the accompanying unaudited condensed consolidated balance sheets, measured at fair value using Level 3 inputs (in thousands): Three Months Ended March 31, 2016 2015 Balance at beginning of period $ $ Issuance of common stock warrants - - Exercise of common stock warrants - Remeasurement of common stock warrants Balance at end of period $ $ |
Fair Value of Financial Instruments | e. Fair Value of Financial Instruments Accounting Standards Codification (“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 the line of credit approximates its carrying value due to the variable interest rates. The fair value of shareholder notes payable calculated using level 3 inputs, using a Black-Scholes option-pricing model to value the debt’s conversion factor and a net present value model was $7.5 million at March 31, 2016 and December 31, 2015. |
Recent Accounting Pronouncements | g. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. ASU No. 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”. ASU No. 2014-09 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. 2014-09 provides for either full retrospective adoption or a modified retrospective adoption by which it is applied only to the most current period presented. The Company is currently in the process of evaluating the impact of the adoption of ASU No. 2014-09 on its consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. ASU No. 2014-15 defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. It is effective for annual reporting periods ending after December 15, 2016, and for annual and interim reporting periods thereafter. Early adoption is permitted. The Company has not elected to early adopt, and it is currently in the process of evaluating the impact of the adoption of ASU No. 2014-15 on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory”. ASU No. 2015-11 changes the measurement principle for inventory from the “lower of cost or market” to “lower of cost and net realizable value.” Net realizable value is defined as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.” ASU No. 2015-11 eliminates the guidance that entities consider replacement cost or net realizable value less an approximately normal profit margin in the subsequent measurement of inventory when cost is determined on a first-in, first-out or average cost basis. It is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company has not yet determined whether it will elect to early adopt ASU 2015-11, and it is currently in the process of evaluating the impact of the adoption of ASU No. 2015-11 on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. ASU No. 2016-02 supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU No. 2016-02 on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. ASU No. 2016-09 will change how companies account for certain aspects of share-based payments to employees. Entities will be required to recognize the income tax effects of awards in the statement of income when the awards vest or are settled, the guidance on employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation and for forfeitures is changing and the update requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. ASU No. 2016-09 is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU No. 2016-09 on its consolidated financial statements. |
Significant Accounting Polici22
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Significant Accounting Policies | |
Schedule of vendors which accounted for 10% or more of the Company's raw material purchases | Three Months Ended March 31, Vendor Supplies 2016 2015 A Substrates 36% 39% B Substrates * 11% * less than 10% |
Schedule of warrant liability measured at fair value on a recurring basis | The valuation inputs hierarchy classification for the warrant liability measured at fair value on a recurring basis is summarized as follows (in thousands): Warrant liability Level 1 Level 2 Level 3 March 31, 2016 - - $ December 31, 2015 - - $ |
Schedule of reconciliation of warrant liability | The following is a reconciliation of the warrant liability, included in accrued expenses and other current liabilities in the accompanying unaudited condensed consolidated balance sheets, measured at fair value using Level 3 inputs (in thousands): Three Months Ended March 31, 2016 2015 Balance at beginning of period $ $ Issuance of common stock warrants - - Exercise of common stock warrants - Remeasurement of common stock warrants Balance at end of period $ $ |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventories | |
Schedule of inventory | Inventories consist of the following (in thousands): March 31, December 31, 2016 2015 Raw materials $ $ Work in process Finished goods $ $ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets | |
Schedule of intangible assets | Intangible assets consist of the following (in thousands): Useful Life March 31, December 31, in Years 2016 2015 Trade name 15 - 20 $ $ Patents and know-how 5 - 12 Customer relationships 4 - 8 Less accumulated amortization $ $ |
Schedule of estimated amortization expense | Estimated amortization expense for each of the next five years is as follows (in thousands): Years ending December 31: Remainder of 2016 $ 2017 $ 2018 $ 2019 $ 2020 $ 2021 $ |
Accrued Expenses and Other Cu25
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): March 31, 2016 December 31, 2015 Accrued salaries and benefits $ $ Accrued severance and other charges (1) Accrued warranty (2) Warrant liability (3) Liability for consigned precious metals Other $ $ (1) For additional information, refer to Note 7, “Severance and Other Charges”. (2) For additional information, refer to Note 8, “Accrued Warranty”. (3) For additional information, refer to Note 11, “Warrants”. |
Severance and Other Charges (Ta
Severance and Other Charges (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Severance and Other Charges | |
Schedule of severance and other charges | Severance and other charges consist of employee serverance expense, and the following summarizes the activity (in thousands): Total December 31, 2015 $ Provision Payments ) March 31, 2016 $ |
Accrued Warranty (Tables)
Accrued Warranty (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Warranty | |
Schedule of accrual for product warranty | The following summarizes the activity in the Company’s accrual for product warranty (in thousands): Three Months Ended March 31, 2016 2015 Balance at beginning of period $ $ Accrued warranty expense Warranty claims paid ) ) Balance at end of period $ $ |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt | |
Schedule of debt | Debt consists of the following (in thousands): March 31, 2016 December 31, 2015 Line of credit with FGI $ $ $1.5 million, 8% shareholder note due 2018 (1) $3.0 million, 8% subordinated convertible shareholder notes due 2018 (1) $3.0 million, 8% shareholder note due 2018 (1) Less current portion ) ) $ $ (1) The aggregate amount of unamortized debt discount was $0.1 million at March 31, 2016 and December 31, 2015. Refer to Note 2, “Liquidity and Going Concern”, regarding recent amendments to the shareholder notes. |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Schedule of warrants activity | Weighted Average Exercise Range of Shares(1) Price Exercise Prices Outstanding at December 31, 2015 $ $0.01 - $4.50 Exercised $ $0.01 Outstanding at March 31, 2016 $ $0.01 - $4.50 Exercisable at March 31, 2016 $ $0.01 - $4.50 (1) Outstanding and exercisable information includes 170,676 equity-classified warrants. |
Black Scholes | |
Schedule of Share Based Payment Award Warrants Valuation Assumptions | March 31, 2016 December 31, 2015 Issued April 2014 Number of warrants (1) (1) CDTi stock price $ $ $ $ Strike price $ $ $ $ Expected volatility Risk-free interest rate Dividend yield – – – – Expected life in years (1) Concurrent with the November 2015 offering, these warrants were exchanged for warrants with a different strike price and term. March 31, December 31, 2016 2015 Issued November 2014 Number of warrants CDTi stock price $ $ Strike price $ $ Expected volatility (1) Risk-free interest rate Dividend yield – – Expected life in years March 31, 2016 December 31, 2015 Issued June 2015 Number of warrants (1) (1) CDTi stock price $ $ $ $ Strike price $ $ $ $ Expected volatility Risk-free interest rate Dividend yield – – – – Expected life in years (1) Concurrent with the November 2015 offering, these warrants were exchanged for warrants with a different strike price and term. March 31, 2016 December 31, 2015 Series A Series B(1) Series A Series B(1) Issued November 2015 Number of warrants CDTi stock price $ $ $ $ Strike price $ $ $ $ Expected volatility – – Risk-free interest rate – – Dividend yield – – – – Expected life in years – – (1) Due to the $0.01 strike price, fair value equals CDTi stock price minus the strike price. |
Monte Carlo Simulation Model | |
Schedule of Share Based Payment Award Warrants Valuation Assumptions | March 31, 2016 December 31, 2015 Issued July 2013 Number of warrants (1) (1) CDTi stock price $ $ $ $ Strike price $ $ $ $ Expected volatility Risk-free interest rate Dividend yield – – – – Expected life in years (1) In connection with a letter agreement, dated October 7, 2015, the Company agreed to amend the term of these warrants in order to extend the expiration date until November 11, 2019. March 31, December 31, 2016 2015 Issued November 2014 Number of warrants CDTi stock price $ $ Strike price $ $ Expected volatility (1) Risk-free interest rate Dividend yield – – Expected life in years |
Segment Reporting and Geograp30
Segment Reporting and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting and Geographic Information | |
Schedule of financial information by reporting segment | Summarized financial information for the Company’s reportable segments is as follows (in thousands): Three Months Ended March 31, 2016 2015 Revenues Catalyst $ $ Heavy Duty Diesel Systems Eliminations (1) ) ) Total $ $ Loss from operations Catalyst $ ) $ ) Heavy Duty Diesel Systems ) ) Corporate ) ) Eliminations (1) ) ) Total $ ) $ ) (1) Elimination of Catalyst revenue and profit in ending inventory related to sales to Heavy Duty Diesel Systems. |
Schedule of net sales by geographic region | Three Months Ended March 31, 2016 2015 United States $ $ Canada Europe Total international Total revenues $ $ |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) - USD ($) $ in Thousands | May. 19, 2015 | May. 15, 2012 | Mar. 31, 2016 | Apr. 11, 2016 | Apr. 01, 2016 | Feb. 12, 2016 | Feb. 11, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Liquidity and Going Concern | ||||||||||
Accumulated deficit | $ 202,360 | $ 199,589 | ||||||||
Cash | $ 1,596 | $ 2,958 | $ 4,250 | $ 7,220 | ||||||
Authorized shares | 100,000,000 | 24,100,000 | ||||||||
Common stock, shares authorized | 99,900,000 | 99,900,000 | 24,000,000 | |||||||
Preferred stock, shares authorized | 100,000 | 100,000 | 100,000 | |||||||
Shelf Registration | ||||||||||
Liquidity and Going Concern | ||||||||||
Authorized amount | $ 50,000 | |||||||||
Maximum percentage of public float for public offering limit | 33.00% | |||||||||
Period of public float for public offering limit | 12 months | |||||||||
Public float threshold | $ 75,000 | |||||||||
Replacement Shelf | ||||||||||
Liquidity and Going Concern | ||||||||||
Authorized amount | $ 50,000 | |||||||||
Maximum percentage of public float for public offering limit | 33.00% | |||||||||
Period of public float for public offering limit | 12 months | |||||||||
Public float threshold | $ 75,000 | |||||||||
Line of credit with FGI | ||||||||||
Liquidity and Going Concern | ||||||||||
Maximum borrowing capacity | $ 7,500 | |||||||||
Term of extension | 1 year | |||||||||
Available borrowing capacity | $ 3,400 | |||||||||
Kanis Note | Notes Payable, Other Payables | ||||||||||
Liquidity and Going Concern | ||||||||||
Face amount of debt | $ 2,000 | |||||||||
Interest rate (as a percent) | 8.00% | |||||||||
Kanis Agreement | Convertible Debt | ||||||||||
Liquidity and Going Concern | ||||||||||
Aggregate principal amount outstanding | $ 7,500 | |||||||||
Liquidity event discount (as a percent) | 25.00% | |||||||||
Director Note | Convertible Debt | ||||||||||
Liquidity and Going Concern | ||||||||||
Face amount of debt | $ 500 | |||||||||
Interest rate (as a percent) | 8.00% | |||||||||
Liquidity event discount (as a percent) | 25.00% |
Significant Accounting Polici32
Significant Accounting Policies - Principles of Consolidation (Details) - One automotive OEM customer - Catalyst - customer | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Sales Revenue, Net | Customer Concentration Risk | |||
Concentration of risk | |||
Number of customers | 1 | 1 | |
Concentration risk percentage | 57.00% | 59.00% | |
Accounts Receivable | Credit Concentration | |||
Concentration of risk | |||
Number of customers | 1 | 1 | |
Concentration risk percentage | 37.00% | 31.00% |
Significant Accounting Polici33
Significant Accounting Policies - Concentration of Risk (Details) - Cost of Goods, Total - Supplier Concentration Risk | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Vendor A | ||
Concentration of risk | ||
Concentration risk percentage | 36.00% | 39.00% |
Vendor B | ||
Concentration of risk | ||
Concentration risk percentage | 11.00% | |
Vendor B | Maximum | ||
Concentration of risk | ||
Concentration risk percentage | 10.00% |
Significant Accounting Polici34
Significant Accounting Policies - Net Loss per Share and Fair Value Measurements (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Liability measured at fair value on a recurring basis | |||
Warrant liability | $ 1,537 | $ 3,072 | |
Potentially dilutive common stock equivalents excluded from computation (in shares) | 5.8 | 2.5 | |
Fair Value, Inputs, Level 3 | |||
Liability measured at fair value on a recurring basis | |||
Warrant liability | $ 1,537 | $ 3,072 |
Significant Accounting Polici35
Significant Accounting Policies - Reconciliation of Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Reconciliation of warrant liability | |||
Fair value of shareholder notes payable | $ 7,500 | $ 7,500 | |
Warrants | |||
Reconciliation of warrant liability | |||
Balance at beginning of period | 3,072 | $ 1,474 | |
Exercise of common stock warrants | (739) | ||
Remeasurement of common stock warrants | (796) | 529 | |
Balance at end of period | $ 1,537 | $ 2,003 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventories | ||
Raw materials | $ 3,733 | $ 3,894 |
Work in process | 873 | 844 |
Finished goods | 2,723 | 3,180 |
Total inventories | $ 7,329 | $ 7,918 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite-lived intangible assets | ||
Intangible assets, gross | $ 6,167 | $ 5,912 |
Less accumulated amortization | (4,296) | (4,011) |
Intangible assets, net | 1,871 | 1,901 |
Trade name | ||
Finite-lived intangible assets | ||
Intangible assets, gross | 1,222 | 1,186 |
Patents and know-how | ||
Finite-lived intangible assets | ||
Intangible assets, gross | 4,180 | 4,002 |
Customer relationships | ||
Finite-lived intangible assets | ||
Intangible assets, gross | $ 765 | $ 724 |
Minimum | Trade name | ||
Finite-lived intangible assets | ||
Useful life | 15 years | |
Minimum | Patents and know-how | ||
Finite-lived intangible assets | ||
Useful life | 5 years | |
Minimum | Customer relationships | ||
Finite-lived intangible assets | ||
Useful life | 4 years | |
Maximum | Trade name | ||
Finite-lived intangible assets | ||
Useful life | 20 years | |
Maximum | Patents and know-how | ||
Finite-lived intangible assets | ||
Useful life | 12 years | |
Maximum | Customer relationships | ||
Finite-lived intangible assets | ||
Useful life | 8 years |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Amortization Expense (Details) $ in Thousands | 15 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill and Intangible Assets | |
Amortization of intangible assets | $ 100 |
Estimated amortization expense for each of the next five years | |
Remainder of 2016 | 341 |
2,017 | 446 |
2,018 | 163 |
2,019 | 163 |
2,020 | 163 |
2,021 | $ 163 |
Accrued Expenses and Other Cu39
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Accrued Expenses and Other Current Liabilities | ||||
Accrued salaries and benefits | $ 1,284 | $ 1,332 | ||
Accrued severance and other charges | 1,565 | 1,092 | ||
Accrued warranty | 242 | 228 | $ 343 | $ 373 |
Warrant liability | 1,537 | 3,072 | ||
Liability for consigned precious metals | 1,038 | 543 | ||
Other | 1,595 | 1,587 | ||
Accrued expenses and other current liabilities | $ 7,261 | $ 7,854 |
Severance and Other Charges (De
Severance and Other Charges (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Severance and other charges | |
Balance, start of period | $ 1,092 |
Provision | 792 |
Payments | (319) |
Balance, end of period | $ 1,565 |
Accrued Warranty (Details)
Accrued Warranty (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accrued Warranty | ||
Balance at beginning of period | $ 228 | $ 373 |
Accrued warranty expense | 61 | 125 |
Warranty claims paid | (47) | (155) |
Balance at end of period | $ 242 | $ 343 |
Debt - Long-term and Short-term
Debt - Long-term and Short-term, Combined (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt, long-term and short-term, combined amount | ||
Total debt | $ 11,677 | $ 11,072 |
Less current portion | (4,109) | (3,513) |
Long-term debt, net of current portion | 7,568 | 7,559 |
Unamortized debt discount | 100 | 100 |
Line of credit with FGI | Line of Credit | ||
Debt, long-term and short-term, combined amount | ||
Total debt | 4,109 | 3,513 |
Unsecured Debt | 1.5 million 8% shareholder note due 2018 | ||
Debt, long-term and short-term, combined amount | ||
Face amount of debt | $ 1,500 | $ 1,500 |
Interest rate (as a percent) | 8.00% | 8.00% |
Total debt | $ 1,625 | $ 1,623 |
Convertible Subordinated Debt | 3.0 million 8% subordinated convertible shareholder notes due 2018 | ||
Debt, long-term and short-term, combined amount | ||
Face amount of debt | $ 3,000 | $ 3,000 |
Interest rate (as a percent) | 8.00% | 8.00% |
Total debt | $ 2,975 | $ 2,972 |
Notes Payable, Other Payables | 3.0 million 8% shareholder note due 2018 | ||
Debt, long-term and short-term, combined amount | ||
Face amount of debt | $ 3,000 | $ 3,000 |
Interest rate (as a percent) | 8.00% | 8.00% |
Total debt | $ 2,968 | $ 2,964 |
Debt - Line of Credit with FGI
Debt - Line of Credit with FGI (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Debt, Long-term and Short-term, Combined Amount | $ 11,677 | $ 11,072 |
Line of credit with FGI | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 7,500 | |
Line of credit with FGI | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Gross accounts receivable pledged as collateral | 3,400 | |
Debt, Long-term and Short-term, Combined Amount | 4,109 | $ 3,513 |
Line of credit with FGI | Secured Debt | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Debt, Long-term and Short-term, Combined Amount | 1,500 | |
Line of credit with FGI | Secured Debt | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Debt, Long-term and Short-term, Combined Amount | $ 2,600 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Stockholders' Equity | |
Fair value of warrants exercised as an adjustment to additional paid-in capital | $ 0.7 |
Stock-based compensation expense as an adjustment to additional paid-in capital | $ 0.4 |
Warrants - Activity (Details)
Warrants - Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Shares | ||
Outstanding at beginning of period (in shares) | 4,567,207 | |
Exercised (in shares) | (953,592) | |
Outstanding at end of period (in shares) | 3,613,615 | |
Exercisable at end of period (in shares) | 1,986,222 | |
Equity classified as warrants | 170,676 | 170,676 |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 1.49 | |
Exercised (in dollars per shares) | 0.01 | |
Outstanding at end of period (in dollars per share) | 1.89 | |
Exercisable at end of period (in dollars per share) | 2.04 | |
Range of Exercise Prices | ||
Exercised (in dollars per share) | 0.01 | |
Minimum | ||
Range of Exercise Prices | ||
Outstanding at beginning of period (in dollars per share) | 0.01 | |
Outstanding at end of period (in dollars per share) | 0.01 | |
Exercisable (in dollars per share) | 0.01 | |
Maximum | ||
Range of Exercise Prices | ||
Outstanding at beginning of period (in dollars per share) | 4.50 | |
Outstanding at end of period (in dollars per share) | 4.50 | |
Exercisable (in dollars per share) | $ 4.50 |
Warrants - Issued April 4, 2014
Warrants - Issued April 4, 2014 Black Scholes (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 3,613,615 | 4,567,207 |
Warrants Issued April 4, 2014, Liability | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 664,000 | 664,000 |
CDTi stock price (in dollars per share) | $ 0.72 | $ 0.94 |
Strike price (in dollars per share) | $ 4.20 | $ 4.20 |
Expected volatility | 98.00% | 94.40% |
Risk-free interest rate | 1.00% | 1.50% |
Expected life in years | 3 years 6 months | 3 years 9 months 18 days |
Warrants Issued April 4, 2014, Liability | November 23, 2015 Offering | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 148,000 | 148,000 |
CDTi stock price (in dollars per share) | $ 0.72 | $ 0.94 |
Strike price (in dollars per share) | $ 1.70 | $ 1.70 |
Expected volatility | 95.20% | 96.70% |
Risk-free interest rate | 1.10% | 1.60% |
Expected life in years | 4 years 1 month 6 days | 4 years 4 months 24 days |
Warrants - Issued November 4, 2
Warrants - Issued November 4, 2014 Black Scholes (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 3,613,615 | 4,567,207 |
Warrants Issued November 4, 2014, Liability | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 388,393 | 388,393 |
CDTi stock price (in dollars per share) | $ 0.72 | $ 0.94 |
Strike price (in dollars per share) | $ 1.70 | $ 1.70 |
Expected volatility | 94.80% | 96.60% |
Risk-free interest rate | 1.10% | 1.60% |
Expected life in years | 4 years 2 months 12 days | 4 years 4 months 24 days |
Warrants - Issued June 8, 2015
Warrants - Issued June 8, 2015 Black Scholes (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 3,613,615 | 4,567,207 |
Warrants Issued June 8, 2015, Liability | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 180,000 | 180,000 |
CDTi stock price (in dollars per share) | $ 0.72 | $ 0.94 |
Strike price (in dollars per share) | $ 2.65 | $ 2.65 |
Expected volatility | 96.20% | 102.30% |
Risk-free interest rate | 1.20% | 1.70% |
Expected life in years | 4 years 8 months 12 days | 4 years 10 months 24 days |
November 23, 2015 Offering | Warrants Issued June 8, 2015, Liability | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 320,000 | 320,000 |
CDTi stock price (in dollars per share) | $ 0.72 | $ 0.94 |
Strike price (in dollars per share) | $ 1.70 | $ 1.70 |
Expected volatility | 102.00% | 110.30% |
Risk-free interest rate | 1.30% | 1.80% |
Expected life in years | 5 years 3 months 18 days | 5 years 6 months |
Warrants - Issued November 27,
Warrants - Issued November 27, 2015 Black Scholes (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 3,613,615 | 4,567,207 |
Warrants Issued November 27, 2015, Liability | Series A Warrants | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 771,000 | 771,000 |
CDTi stock price (in dollars per share) | $ 0.72 | $ 0.94 |
Strike price (in dollars per share) | $ 1.70 | $ 1.70 |
Expected volatility | 94.20% | 96.60% |
Risk-free interest rate | 1.30% | 1.80% |
Expected life in years | 5 years 2 months 12 days | 5 years 6 months |
Warrants Issued November 27, 2015, Liability | Series B Warrants | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 732,546 | 1,686,138 |
CDTi stock price (in dollars per share) | $ 0.72 | $ 0.94 |
Strike price (in dollars per share) | $ 0.01 | $ 0.01 |
Warrants - Issued July 3, 2013
Warrants - Issued July 3, 2013 Monte Carlo (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 3,613,615 | 4,567,207 |
Warrants Issued July 3, 2013, Liability | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 65,000 | 65,000 |
CDTi stock price (in dollars per share) | $ 0.72 | $ 0.94 |
Strike price (in dollars per share) | $ 1.22 | $ 1.22 |
Expected volatility | 102.30% | 99.10% |
Risk-free interest rate | 0.80% | 1.20% |
Expected life in years | 2 years 3 months 18 days | 2 years 6 months |
Warrants Issued July 3, 2013, Liability | November 23, 2015 Offering | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 94,000 | 94,000 |
CDTi stock price (in dollars per share) | $ 0.72 | $ 0.94 |
Strike price (in dollars per share) | $ 1.22 | $ 1.22 |
Expected volatility | 92.50% | 95.50% |
Risk-free interest rate | 1.00% | 1.50% |
Expected life in years | 3 years 7 months 6 days | 3 years 10 months 24 days |
Warrants - Issued November 11,
Warrants - Issued November 11, 2014 Monte Carlo (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 3,613,615 | 4,567,207 |
Warrants Issued November 11, 2014, Liability | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 80,000 | 80,000 |
CDTi stock price (in dollars per share) | $ 0.72 | $ 0.94 |
Strike price (in dollars per share) | $ 1.22 | $ 1.22 |
Expected volatility | 92.50% | 95.50% |
Risk-free interest rate | 1.00% | 1.50% |
Expected life in years | 3 years 7 months 6 days | 3 years 10 months 24 days |
Commitments and Contingencies (
Commitments and Contingencies (Details) - CARB - USD ($) $ in Millions | Jun. 26, 2015 | Apr. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Loss contingency, estimate | ||||
Calculated penalty for alleged violations | $ 1.8 | $ 0.2 | $ 0.8 | |
Maximum | ||||
Loss contingency, estimate | ||||
Amount accrued | $ 0.1 | |||
Proposed settlement | $ 0.1 |
Segment Reporting and Geograp53
Segment Reporting and Geographic Information - Number of Segments (Details) item in Millions | 3 Months Ended | 183 Months Ended |
Mar. 31, 2016segment | Mar. 31, 2016item | |
Segment Reporting Information | ||
Number of operating segments | segment | 2 | |
Minimum | Catalyst | ||
Segment Reporting Information | ||
Number of parts supplied to customers | item | 12 |
Segment Reporting and Geograp54
Segment Reporting and Geographic Information - Net Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net sales | ||
Net sales | $ 9,746 | $ 10,341 |
Catalyst | ||
Net sales | ||
Net sales | 6,543 | 6,811 |
Heavy Duty Diesel Systems | ||
Net sales | ||
Net sales | 4,088 | 4,152 |
Intersegment Eliminations | ||
Net sales | ||
Net sales | $ (885) | $ (622) |
Segment Reporting and Geograp55
Segment Reporting and Geographic Information - Loss from Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Loss from operations | ||
Loss from operations | $ (3,217) | $ (2,714) |
Catalyst | ||
Loss from operations | ||
Loss from operations | (271) | (558) |
Heavy Duty Diesel Systems | ||
Loss from operations | ||
Loss from operations | (784) | (378) |
Corporate, Non-Segment | ||
Loss from operations | ||
Loss from operations | (2,117) | (1,710) |
Intersegment Eliminations | ||
Loss from operations | ||
Loss from operations | $ (45) | $ (68) |
Segment Reporting and Geograp56
Segment Reporting and Geographic Information - Net Sales by Geographic Region based on Location of Sales Organization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net sales by geographic region | ||
Revenues | $ 9,746 | $ 10,341 |
United States | ||
Net sales by geographic region | ||
Revenues | 5,878 | 6,347 |
Canada | ||
Net sales by geographic region | ||
Revenues | 2,996 | 3,122 |
Europe | ||
Net sales by geographic region | ||
Revenues | 872 | 872 |
International | ||
Net sales by geographic region | ||
Revenues | $ 3,868 | $ 3,994 |
Discontinued Operations - Appli
Discontinued Operations - Applied Utility Systems, Inc. (Details) - Applied Utility Systems, Inc. - Sales And Use Tax Audit - USD ($) $ in Millions | 1 Months Ended | |||
Oct. 31, 2015 | Mar. 31, 2016 | Jul. 21, 2014 | Dec. 31, 2013 | |
Discontinued Operations | ||||
Sales tax owed | $ 0.9 | $ 1.5 | ||
Basis for determining sales tax owed | $ 12.2 | |||
Adjusted basis for determining sales tax owed | $ 9 | |||
Amount offered to settle the case | $ 0.1 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Apr. 11, 2016 | Apr. 01, 2016 |
Kanis Note | Notes Payable, Other Payables | ||
Subsequent Events | ||
Face amount of debt | $ 2 | |
Interest rate (as a percent) | 8.00% | |
Kanis Note | Subsequent Event | Notes Payable, Other Payables | ||
Subsequent Events | ||
Face amount of debt | $ 2 | |
Interest rate (as a percent) | 8.00% | |
Kanis Agreement | Convertible Debt | ||
Subsequent Events | ||
Aggregate principal amount outstanding | $ 7.5 | |
Liquidity event discount (as a percent) | 25.00% | |
Kanis Agreement | Subsequent Event | Convertible Debt | ||
Subsequent Events | ||
Aggregate principal amount outstanding | $ 7.5 | |
Liquidity event discount (as a percent) | 25.00% | |
Director Note | Convertible Debt | ||
Subsequent Events | ||
Face amount of debt | $ 0.5 | |
Interest rate (as a percent) | 8.00% | |
Liquidity event discount (as a percent) | 25.00% | |
Director Note | Subsequent Event | Convertible Debt | ||
Subsequent Events | ||
Face amount of debt | $ 0.5 | |
Interest rate (as a percent) | 8.00% | |
Liquidity event discount (as a percent) | 25.00% |