Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 03, 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 | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Common Stock, Shares Outstanding | 3,939,023 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 861 | $ 2,958 |
Accounts receivable, net | 4,350 | 4,255 |
Inventories | 8,297 | 7,918 |
Prepaid expenses and other current assets | 4,820 | 1,568 |
Total current assets | 18,328 | 16,699 |
Property and equipment, net | 1,315 | 1,538 |
Intangible assets, net | 1,733 | 1,901 |
Goodwill | 4,808 | 4,659 |
Other assets | 325 | 305 |
Total assets | 26,509 | 25,102 |
Current liabilities: | ||
Line of credit | 2,992 | 3,513 |
Accounts payable | 7,022 | 5,012 |
Accrued expenses and other current liabilities | 6,272 | 7,854 |
Current portion of notes payable | 1,250 | |
Income taxes payable | 640 | 534 |
Total current liabilities | 18,176 | 16,913 |
Notes payable, net of debt discount and current portion | 6,414 | 7,559 |
Bifurcated derivative liability | 1,182 | |
Deferred tax liability | 213 | 193 |
Total liabilities | 25,985 | 24,665 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
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 shares at June 30,2016 and December 30, 2015; respectively; issued and outstanding 3,915,493 and 3,559,530 shares at June 30, 2016 and December 31, 2015, respectively | 39 | 36 |
Additional paid-in capital | 207,159 | 205,377 |
Accumulated other comprehensive loss | (5,657) | (5,387) |
Accumulated deficit | (201,017) | (199,589) |
Total stockholders' equity | 524 | 437 |
Total liabilities and stockholders' equity | $ 26,509 | $ 25,102 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Condensed 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 | 3,915,493 | 3,559,530 |
Common stock, shares outstanding | 3,915,493 | 3,559,530 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) | ||||
Revenues | $ 8,406 | $ 9,938 | $ 18,152 | $ 20,279 |
Cost of revenues | 6,719 | 7,171 | 13,728 | 14,694 |
Gross profit | 1,687 | 2,767 | 4,424 | 5,585 |
Operating expenses: | ||||
Research and development | 1,431 | 1,854 | 3,193 | 3,973 |
Selling, general and administrative | 2,827 | 3,021 | 6,227 | 6,434 |
Severance and other charges | 581 | 1,373 | ||
Total operating expenses | 4,839 | 4,875 | 10,793 | 10,407 |
Loss from operations | (3,152) | (2,108) | (6,369) | (4,822) |
Other income (expense): | ||||
Interest expense | (756) | (301) | (1,148) | (577) |
Gain on bifurcated derivative liability | 2,754 | 2,754 | ||
Gain (loss) on warrant liability | 792 | (529) | 1,588 | (272) |
Other income (expense), net | 1,008 | 305 | 628 | 166 |
Total other income (expense) | 3,798 | (525) | 3,822 | (683) |
Income (loss) before income tax benefit | 646 | (2,633) | (2,547) | (5,505) |
Income tax benefit | (697) | (217) | (1,119) | (60) |
Net income (loss) | 1,343 | (2,416) | (1,428) | (5,445) |
Foreign currency translation adjustments | (533) | 602 | (270) | (871) |
Comprehensive income (loss) | $ 810 | $ (1,814) | $ (1,698) | $ (6,316) |
Basic earnings (loss) per common share | $ 0.35 | $ (0.81) | $ (0.38) | $ (1.88) |
Diluted earnings (loss) per common share | $ 0.13 | $ (0.81) | $ (0.38) | $ (1.88) |
Weighted average shares of common stock outstanding: | ||||
Basic | 3,848 | 2,969 | 3,747 | 2,901 |
Diluted | 10,640 | 2,969 | 3,747 | 2,901 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (1,428) | $ (5,445) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 418 | 395 |
Stock-based compensation expense | 639 | 316 |
(Gain) loss on change in fair value of liability-classified warrants | (1,588) | 272 |
Gain on change in fair value of bifurcated derivative liability | (2,754) | |
Gain on foreign currency transactions | (796) | (124) |
Amortization of debt discount | 291 | 49 |
Loss (gain) on disposal of property and equipment | 59 | (4) |
Offering costs allocated to warrants issued | 88 | |
Other | 3 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (22) | (1,068) |
Inventories | 26 | (329) |
Prepaid expenses and other assets | (3,199) | 437 |
Accounts payable, accrued expenses and other current liabilities | 2,932 | 296 |
Income taxes | 58 | (68) |
Cash used in operating activities of continuing operations | (5,364) | (5,182) |
Cash used in operating activities of discontinued operations | (100) | |
Net cash used in operating activities | (5,364) | (5,282) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (95) | (249) |
Proceeds from sale of property and equipment | 93 | 8 |
Net cash used in investing activities | (2) | (241) |
Cash flows from financing activities: | ||
Net (payments) proceeds under demand line of credit | (521) | 741 |
Proceeds from issuance of common stock and warrants, net of offering costs | 4,490 | |
Proceeds from exercise of warrants | 20 | |
Proceeds from issuance of debt | 3,750 | |
Net cash provided by financing activities | 3,249 | 5,231 |
Effect of exchange rates on cash | 20 | (144) |
Net change in cash | (2,097) | (436) |
Cash at beginning of period | 2,958 | 7,220 |
Cash at end of period | $ 861 | $ 6,784 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2016 | |
Organization | |
Organization | 1. Organization 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 TM technologies, and it is in the process of introducing these new catalyst technologies to Original Equipment Manufacturers (“OEMs”) and other vehicle catalyst manufacturers in a proprietary powder form. The Company believes that its advanced materials focus and strategic repositioning 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, Japan and Sweden as well as an Asian investment. CDTi is incorporated in the state of Delaware. Its headquarters are located at 1621 Fiske Place, Oxnard, California, phone number 805-486-4649. The Company’s stock trades on NASDAQ under the ticker symbol CDTI. The corporate website is www.CDTI.com. |
Liquidity and Going Concern
Liquidity and Going Concern | 6 Months Ended |
Jun. 30, 2016 | |
Liquidity and Going Concern | |
Liquidity and Going Concern | 2. Liquidity and Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Therefore, the condensed consolidated financial statements contemplate the realization of assets and liquidation of liabilities in the ordinary course of business. The Company has suffered recurring losses and negative cash flows from operations since inception, resulting in an accumulated deficit of $201.0 million at June 30, 2016. The Company has funded its operations through asset sales, credit facilities and other borrowings and equity sales. At June 30, 2016, the Company had $0.9 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 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”). At June 30, 2016, the Company had $3.0 million in borrowings outstanding under this facility with $4.5 million available. 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 or if the Company does not have available assets to provide the required collateral. FGI can cancel the facility at any time. 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. At June 30, 2016, the Company had sold an aggregate of $3.1 million using the Form S-3 and remained eligible to sell pursuant to the 12-month limitation an aggregate of $2.0 million of securities. During the six months ended June 30, 2016, the Company entered into the following agreements or made amendments to existing debt in order to address cash requirements and improve the Company’s capital structure: · April 1, 2016 Kanis Promissory Note: Kanis S.A agreed to lend the Company $2.0 million at 8% per annum · April 1, 2016 Kanis Amendment to Loan Agreement: We amended all prior conversion rights in the $7.5 million Kanis loan agreement to provide Kanis the right to convert the loan and accrued interest at $3.60 or market price. The amendment further allows the Company to mandatorily convert the loan and accrued interest upon a Liquidity Event at a discount of 25% below the Liquidity Event price. · April 11, 2016 Bell Director Note: Lon E. Bell, Ph.D. one of the Company’s directors, agreed to lend the Company $0.5 million at 8% per annum · June 30, 2016 Kanis Exchange Agreement: Kanis S.A agreed to an exchange of $7.5 million in principal plus accrued interest for shares of the Company’s common stock, conditional upon receipt of shareholder approval at a meeting scheduled for August 25, 2016 · June 30, 2016 Bell Exchange Agreement: Dr. Bell agreed to an exchange of $0.5 million in principal plus accrued interest for shares of the Company’s common stock, conditional upon receipt of shareholder approval at a meeting scheduled for August 25, 2016 · June 30, 2016 Haldor Topsøe Convertible Notes: The Company agreed to sell and issue (i) a Senior Convertible Promissory Note in the principal amount of $0.75 million and a Convertible Promissory Note in the principal amount of $0.5 million, each of which is convertible into the Company’s equity securities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, all normal recurring accruals and adjustments that are necessary for a fair presentation have been reflected. Intercompany transactions and balances have been eliminated in consolidation. The results reported in these unaudited condensed consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“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 audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 30, 2016. On July 22, 2016, the Company effected a one-for-five reverse stock split. All share and per share information presented in these unaudited condensed consolidated financial statements has been retroactively adjusted to reflect the reverse stock split. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes to the condensed consolidated financial statements. Management regularly evaluates estimates and assumptions related to revenue recognition, valuations of liability warrants and the bifurcated derivative liability, allowances for doubtful accounts, warranty reserves, inventory valuation reserves, stock-based compensation, purchased intangible asset valuations and useful lives, goodwill, asset retirement obligations, and deferred income tax asset valuation allowances. These estimates and assumptions are based on current facts, historical experience and various other factors that believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The actual results experienced may differ materially and adversely from management’s original estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. All discussions and amounts in the condensed consolidated financial statements and related notes for all periods presented relate to continuing operations only, unless otherwise noted. 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 January 2016, the FASB issued ASU 2016-01 “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (Topic 825): ASU 2016-01 provides updated guidance that enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation, and disclosure. The standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Except for the early application guidance, early adoption of the amendments is not permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-01 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 | 6 Months Ended |
Jun. 30, 2016 | |
Inventories | |
Inventories | 4. Inventories Inventories consists of the following (in thousands): June 30, December 31, 2016 2015 Raw materials $ $ Work in process Finished goods Total inventories $ $ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2016 was due to the effect of foreign currency translation. Intangible Assets Intangible assets consist of the following (in thousands): Useful Life June 30, 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 and $0.2 million during the three months ended June 30, 2016 and 2015, respectively and $0.2 million and $0.3 million during the six months ended June 30, 2016 and 2015, respectively. 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 | 6 Months Ended |
Jun. 30, 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): June 30, December 31, 2016 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” and Note 12, “Fair Value Measurements”. |
Severance and Other Charges
Severance and Other Charges | 6 Months Ended |
Jun. 30, 2016 | |
Severance and Other Charges | |
Severance and Other Charges | 7. Severance and Other Charges Severance and other charges consist of employee severance expense and lease exit costs, and the following summarizes the activity (in thousands): Lease Exit Severance Costs Total December 31, 2015 $ $ - $ Provision Payments - June 30, 2016 $ $ $ |
Accrued Warranty
Accrued Warranty | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Warranty | |
Accrued Warranty | 8. 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): Six Months Ended June 30, 2016 2015 Balance at beginning of period $ $ Accrued warranty expense Warranty claims paid Translation adjustment Balance at end of period $ $ |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2016 | |
Notes Payable | |
Notes Payable | 9. Notes Payable Notes payable consists of the following (in thousands): June 30, December 31, 2016 2015 Line of credit with FGI $ $ $0.8 million, 8% senior convertible promisory note due 2016 - $0.5 million, 8% convertible pomissory note due 2016 - $0.5 million, 8% convertible director note due 2017 - $2.0 million, 8% shareholder note due 2017 - $1.5 million, 8% convertible shareholder note due 2018 (1) $3.0 million, 8% subordinated convertible shareholder note due 2018 (1) $3.0 million, 8% convertible shareholder note due 2018 (1) Less current portion $ $ (1) The aggregate amount of unamortized debt discount was $3.7 million and $0.1 million at June 30, 2016 and December 31, 2015 respectively. See below regarding recent amendments to the shareholder notes. Line of credit with FGI At June 30, 2016, the Company had $2.1 million of gross accounts receivable pledged to FGI as collateral for short-term debt in the amount of $1.7 million. At June 30, 2016, the Company also had $1.3 million in borrowings outstanding against eligible inventory. The Company was in compliance with the terms of the FGI Facility at June 30, 2016 and December 31, 2015. 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. 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. 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. Certain financial instruments of the amendment required bifurcation and were determined to be an embedded derivative comprised of a conversion feature and a call option. The conversion feature can be 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 is exercised. The call option can be executed by the Company in the event the Company completes a Liquidity Event. The option will be at a 25% discount to the Liquidity Event pricing. At June 30, 2016 the bifurcated derivative liability was $1.2 million. The Company recognized a gain on the bifurcated derivative liability of $2.8 million in the three and six months ended June 30, 2016. For additional information on the bifurcated derivative liability, please see Note 12, “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 $7,500,000 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 $1.6215. 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 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 Dr. 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 is defined as a strategic investment in CDTI or a public stock offering by CDTI. On May 18, 2016, (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 has 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. The transactions contemplated by each of the Kanis Exchange Agreement and the Bell Exchange Agreement are subject to the approval of the Company’s stockholders and therefore these condensed consolidated financial statements do not give effect to any adjustments that will arise from these agreements. 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 provide for interest at a rate of 8% per annum, mature on December 31, 2016 and bear no prepayment penalty. The Convertible Notes provide 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 permit 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 permits 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 has the right to mandatorily convert the Convertible Notes. As long as the Company’s common stock continues to be listed on The NASDAQ Stock Market, LLC (“ NASDAQ ”) and the Company is not in default under the Note, the Company has 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 receives 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. Subordination Agreement Concurrently with the execution of the Note Purchase Agreement, Kanis, the Company and Haldor Topsøe executed a Debt Subordination Agreement, dated June 30, 2016, pursuant to which Kanis agreed to subordinate the Company’s obligations under that certain Promissory Note in favor of Kanis, dated as of April 1, 2016, in the initial principal amount of $2.0 million, to the payment to Haldor Topsøe of all indebtedness under the Senior Note. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity | |
Stockholders' Equity | 10. 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 are designated as common stock and one hundred thousand (0.1 million) of which were designated as preferred stock. On May 25, 2016, at the annual meeting of the Company’s Stockholders, the Company’s stockholders voted to approve an amendment to the Restated Certificate of Incorporation 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 with the Secretary of State of Delaware a Certificate of Amendment to the Restated Certificate of Incorporation, which reduced the number of authorized shares from 100.0 million shares to 20.0 million shares, nineteen million nine hundred thousand (19.9 million) of which are designated as common stock and one hundred thousand (0.1 million) of which are 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. 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, which began trading on a split-adjusted basis on the NASDAQ Capital Market on July 25, 2016 with a new CUSIP number of 18449C500. The Reverse Stock Split did not change the par value of the Company’s common stock. All share and per share information disclosed as of June 30, 2016 and for all other comparative periods provided, have been retroactively adjusted to reflect the Reverse Stock Split. During the six months ended June 30, 2016, the increase in additional paid-in capital was attributable to (i) a $1.1 million reclassification of the fair value of warrants exercised, see Note 11, “Warrants” and (ii) $0.6 million of stock-based compensation expense. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 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 $ $0.05 - $22.50 Exercised $ $.05 Expired $ $22.50 Outstanding at June 30, 2016 $ $6.10-$21.00 Exercisable at June 30, 2016 $ $6.10-$21.00 (1) Outstanding and exercisable information includes 21,920 equity-classified warrants. Warrant Liability The Company’s warrant liability is carried at fair value and is classified as Level 3 in the fair value hierarchy because the warrants are valued based on unobservable inputs. The Company determines the fair value of its warrant liability using the Black-Scholes option-pricing model unless the 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: June 30, 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. June 30, 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 June 30, 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. June 30, December 31, 2016 2015 Issued November 2015 Number of warrants CDTi stock price $ $ Strike price $ $ Expected volatility Risk-free interest rate Dividend yield — — Expected life in years 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: June 30, 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. June 30, 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | 12. 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 June 30, 2016 and December 31, 2015 (in thousands): Fair Value Measurement at June 30, 2016 Level 1 Level 2 Level 3 Liabilities: Warrant liability - - $ Bifurcated derivative liability - - $ Fair Value Measurement at December 31, 2015 Level 1 Level 2 Level 3 Liabilities: Warrant liability - - $ There were no transfers in and out of Level 1 and Level 2 fair value measurements during the six months ended June 30, 2016. 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): Six Months Ended June 30, 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 $ $ The following is a reconciliation of the embedded derivative measured at fair value using significant unobservable inputs, Level 3 (in thousands): Six Months Ended June 30, 2016 Balance at beginning of period $ - Transfers in and/or out of Level 3 - Initial valuation of bifurcated derivative liability Remeasurement of bifurcated derivative liability ) 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 is comprised of a conversion option, the exercise of which would require shareholder approval, as well as a call option the Company may exercise in the event of a Liquidity Event. The call option would be at a 25% discount to the Liquidity Event price. The company uses a Monte Carlo simulation model to estimate the fair value of the embedded derivative portion of the Kanis debt. The valuation methodology as described above requires considerable judgment and may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes the valuation method is appropriate and consistent with other market participants, the use of different methodology or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The fair values of the Company’s cash, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate carrying values due to the short maturity of these instruments. The fair value of the line of credit approximates its carrying value due to the variable interest rates. The fair value of the convertible promissory notes payable calculated using a net present value model was $1.1 million at June 30, 2016. The fair value of the director note calculated using a net present value model was $0.5 million at June 30, 2016 and the fair value of the Kanis debt using a net present value model was $7.4 million at June 30, 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. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings per Share | |
Earnings per Share | 13. Earnings per Share Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings (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. The following table sets forth the composition of weighted average shares used in the computation of basic and diluted earnings per share (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net income (loss) $ $ ) $ ) $ ) Basic weighted average number of common shares outstanding Effect of stock options, restricted stock units and warrants computed on treasury stock method — — — Effect of convertible debt computed on treasury stock method — — — Diluted weighted average number of common shares outstanding Because the Company incurred net losses in the six months ended June 30, 2016 and the three and six months ended June 30, 2015, the effect of potentially dilutive securities has been excluded in the computation of diluted loss per share as their impact would be anti-dilutive. Potentially dilutive common stock equivalents excluded were 0.6 million shares during the three months ended June 30, 2015, and 6.9 million and 0.5 million shares during the six months ended June 30, 2016 and 2015, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 14. Commitments and Contingencies The Company leases facilities under non-cancellable operating leases. The leases expire at various dates through fiscal 2018 and frequently include renewal provisions for varying periods of time, provisions which require us to pay taxes, insurance and maintenance costs, and provisions for minimum rent increases. Minimum leases payments, including scheduled rent increases are recognized as rent expenses on a straight-line basis over the term of the lease. Concentration of Risk For the three months ended June 30, 2016 and 2015, one automotive OEM customer accounted for 54% and 60%, respectively of the Company’s revenues and for the six months ended June 30, 2016 and 2015, 55% and 59%, respectively. This customer accounted for 36% and 31% of the Company’s accounts receivable at June 30, 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 Six Months Ended June 30, June 30, Vendor Supplies 2016 2015 2016 2015 A Substrates 34% 34% 35% 37% B Substrates * 13% * 12% * less than 10% Litigation The Company is involved in legal proceedings from time to time in the ordinary course of its business. Management does not believe that any of these claims and proceedings against it is likely to have, individually or in the aggregate, a material adverse effect on the Company’s condensed consolidated financial condition, results of operations or cash flows. Accordingly, the Company cannot determine the final amount, if any, of its liability beyond the amount accrued in the unaudited condensed consolidated financial statements as of June 30, 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. In July 2016, the Company provided a counter offer of $0.1 million. In the event that a mutually satisfactory agreement cannot be reached, the Company plans to defend any formal action taken by CARB. After review and evaluation of CARB’s findings and publicly available CARB settlements for similar matters, the Company has accrued an expense of $0.1 million as of June 30, 2016. For information related to commitments and contingencies related to Applied Utility Systems, a former subsidiary of the Company that was sold in 2009, refer to Note 16, “Discontinued Operations”. Indemnification Agreements In the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which we agree to indemnify customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by us or from intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements and there are no claims that the Company is aware of that could have a material effect on the consolidated financial position and results of operations. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting and Geographic Information | |
Segment Reporting and Geographic Information | 15. Segment Reporting and Geographic Information In the past, the Company operated with two reportable business division segments based on the products it delivered. Beginning in the last quarter of 2015, the Company had been transitioning from a niche manufacturer of emissions control solutions for the automotive and heavy duty diesel markets to becoming an advanced materials technology provider for these markets. During the second quarter of 2016, the transition was completed and the Company now views its operations and measures its business as one reportable segment. Net sales by geographic region based on the location of the Company’s point of sale is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 United States $ $ $ $ Canada Europe Total international Total revenues $ $ $ $ |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations | |
Discontinued Operations | 16. Discontinued Operations Applied Utility Systems, Inc. The Company is undergoing a sales and use tax audit by the State of California (the “State”) on Applied Utility Systems, Inc . “AUS” for the period of 2007 through 2009. The audit has identified a project performed by the Company during that time period for which sales tax was not collected and remitted and for which the State asserts that proper documentation of resale may not have been obtained and that the Company owes sales tax of $1.5 million, inclusive of interest. The Company contends and believes that it received sufficient and proper documentation from its customer to support not collecting and remitting sales tax from that customer and is actively disputing the audit report with the State. On August 12, 2013, the Company appeared at an appeals conference with the State Board of Equalization (“BOE”). On July 21, 2014, the Company received a Decision and Recommendation (“D&R”) from the BOE. The D&R’s conclusion was that the basis for the calculation of the aforementioned $1.5 million tax due should be reduced from $12.2 million to $9.0 million with a commensurate reduction in the tax owed to the State. Based on a re-audit, the BOE lowered the tax due to $0.9 million, inclusive of interest. The Company continues to disagree with these findings based on the aforementioned reasons. However, in October 2015, the Company offered to settle this case for $0.1 million, which is based on the expected cost of continuing to contest this audit. Accordingly, an accrual was charged to discontinued operations during the year ended December 31, 2015, and this accrual is also recorded as a liability as of June 30, 2016. 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events | |
Subsequent Events | 17. Subsequent Events On February 12, 2016 the Company received a letter from the Listing Qualifications staff of The NASDAQ Stock Market LLC (NASDAQ) indicating that the Company’s common stock had failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days, as required by NASDAQ Listing Rule 5550 (a)(2). If the Company was not able to cure the deficiency, its common stock would be subject to delisting. To address the deficiency, the Company effected a one-for-five reverse stock split and on August 8, 2016, the Company received a letter from the Listing Qualifications staff of The NASDAQ indicating that the Company had regained compliance with Listing Rule 5550(a)(2) and the matter was now closed. On April 1, 2016, the Company received a second letter from the Listing Qualifications staff of NASDAQ indicating that the Company failed to meet the requirement to maintain a minimum stockholders’ equity of $2,500,000, as set forth in NASDAQ Listing Rule 5550(b)(1). The Company submitted a compliance plan to NASDAQ, requesting an extension until September 15, 2016 to successfully complete its plan and demonstrate compliance with the rule. On May 27, 2016, NASDAQ granted the Company an extension of time to regain compliance with the minimum stockholders’ equity rule. Pursuant to the extension, (i) on or before June 30, 2016, the Company must have entered into certain definitive agreements that it identified in its plan of compliance, the consummation of which would cure the deficiency, and (ii) on or before September 15, 2016, the Company must consummate the transactions contemplated by the definitive agreements and demonstrate compliance with the minimum stockholders’ equity rule. On June 30, 2016, the Company entered into the definitive agreements that it had identified in its plan of compliance, and the Company is pursuing consummation of the transactions contemplated by the definitive agreements. On August 25, 2016 the Company will hold a special meeting of its stockholders to consider and vote to approve, in exchange for outstanding promissory notes and other evidences of debt in the aggregate principal amount of $7.5 million plus accrued interest thereon owed by the Company to Kanis S.A., the issuance of a number of shares of the Company’s common stock determined by dividing the Kanis S.A. indebtedness as of the date of the exchange by $1.6215, and to approve, in exchange for an outstanding promissory note in the aggregate principal amount of $0.5 million plus accrued interest thereon owed by the Company to Dr. Bell , the issuance of a number of shares of the Company’s common stock determined by dividing the Bell indebtedness as of the date of the exchange by $1.6215. If the Company’s stockholders approve the issuance of shares in exchange for the Kanis S.A. and Bell indebtedness, the Company expects to exercise its right to mandatorily convert an additional $0.5 million in principal amount of indebtedness owed by the Company to Haldor Topsøe at a conversion price of $1.6215 per share. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, all normal recurring accruals and adjustments that are necessary for a fair presentation have been reflected. Intercompany transactions and balances have been eliminated in consolidation. The results reported in these unaudited condensed consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“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 audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 30, 2016. On July 22, 2016, the Company effected a one-for-five reverse stock split. All share and per share information presented in these unaudited condensed consolidated financial statements has been retroactively adjusted to reflect the reverse stock split. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes to the condensed consolidated financial statements. Management regularly evaluates estimates and assumptions related to revenue recognition, valuations of liability warrants and the bifurcated derivative liability, allowances for doubtful accounts, warranty reserves, inventory valuation reserves, stock-based compensation, purchased intangible asset valuations and useful lives, goodwill, asset retirement obligations, and deferred income tax asset valuation allowances. These estimates and assumptions are based on current facts, historical experience and various other factors that believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The actual results experienced may differ materially and adversely from management’s original estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. All discussions and amounts in the condensed consolidated financial statements and related notes for all periods presented relate to continuing operations only, unless otherwise noted. |
Recent Accounting Pronouncements | 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 January 2016, the FASB issued ASU 2016-01 “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (Topic 825): ASU 2016-01 provides updated guidance that enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation, and disclosure. The standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Except for the early application guidance, early adoption of the amendments is not permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-01 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 (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventories | |
Schedule of inventory | Inventories consists of the following (in thousands): June 30, December 31, 2016 2015 Raw materials $ $ Work in process Finished goods Total inventories $ $ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets | |
Schedule of intangible assets | Intangible assets consist of the following (in thousands): Useful Life June 30, 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 Cu26
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 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): June 30, December 31, 2016 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” and Note 12, “Fair Value Measurements”. |
Severance and Other Charges (Ta
Severance and Other Charges (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Severance and Other Charges | |
Schedule of severance and other charges | Severance and other charges consist of employee severance expense and lease exit costs, and the following summarizes the activity (in thousands): Lease Exit Severance Costs Total December 31, 2015 $ $ - $ Provision Payments - June 30, 2016 $ $ $ |
Accrued Warranty (Tables)
Accrued Warranty (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Warranty | |
Schedule of accrual for product warranty | The following summarizes the activity in the Company’s accrual for product warranty (in thousands): Six Months Ended June 30, 2016 2015 Balance at beginning of period $ $ Accrued warranty expense Warranty claims paid Translation adjustment Balance at end of period $ $ |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Payable | |
Schedule of notes payable | Notes payable consists of the following (in thousands): June 30, December 31, 2016 2015 Line of credit with FGI $ $ $0.8 million, 8% senior convertible promisory note due 2016 - $0.5 million, 8% convertible pomissory note due 2016 - $0.5 million, 8% convertible director note due 2017 - $2.0 million, 8% shareholder note due 2017 - $1.5 million, 8% convertible shareholder note due 2018 (1) $3.0 million, 8% subordinated convertible shareholder note due 2018 (1) $3.0 million, 8% convertible shareholder note due 2018 (1) Less current portion $ $ (1) The aggregate amount of unamortized debt discount was $3.7 million and $0.1 million at June 30, 2016 and December 31, 2015 respectively. See below regarding recent amendments to the shareholder notes. |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Schedule of warrants activity | Weighted Average Exercise Range of Shares(1) Price Exercise Prices Outstanding at December 31, 2015 $ $0.05 - $22.50 Exercised $ $.05 Expired $ $22.50 Outstanding at June 30, 2016 $ $6.10-$21.00 Exercisable at June 30, 2016 $ $6.10-$21.00 (1) Outstanding and exercisable information includes 21,920 equity-classified warrants. |
Black Scholes | |
Schedule of Share Based Payment Award Warrants Valuation Assumptions | June 30, 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. June 30, 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 June 30, 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. June 30, December 31, 2016 2015 Issued November 2015 Number of warrants CDTi stock price $ $ Strike price $ $ Expected volatility Risk-free interest rate Dividend yield — — Expected life in years |
Monte Carlo Simulation Model | |
Schedule of Share Based Payment Award Warrants Valuation Assumptions | June 30, 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. June 30, 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Assets and liabilities measured at fair value on the Company’s balance sheet on a recurring basis include the following at June 30, 2016 and December 31, 2015 (in thousands): Fair Value Measurement at June 30, 2016 Level 1 Level 2 Level 3 Liabilities: Warrant liability - - $ Bifurcated derivative liability - - $ Fair Value Measurement at December 31, 2015 Level 1 Level 2 Level 3 Liabilities: Warrant liability - - $ |
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): Six Months Ended June 30, 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 $ $ |
Schedule of reconciliation of the embedded derivative measured at fair value | The following is a reconciliation of the embedded derivative measured at fair value using significant unobservable inputs, Level 3 (in thousands): Six Months Ended June 30, 2016 Balance at beginning of period $ - Transfers in and/or out of Level 3 - Initial valuation of bifurcated derivative liability Remeasurement of bifurcated derivative liability ) Balance at end of period $ |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings per Share | |
Schedule of weighted average shares used in the computation of basic and diluted earnings per share | The following table sets forth the composition of weighted average shares used in the computation of basic and diluted earnings per share (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net income (loss) $ $ ) $ ) $ ) Basic weighted average number of common shares outstanding Effect of stock options, restricted stock units and warrants computed on treasury stock method — — — Effect of convertible debt computed on treasury stock method — — — Diluted weighted average number of common shares outstanding |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies. | |
Schedule of vendors which accounted for 10% or more of the Company's raw material purchases | Three Months Ended Six Months Ended June 30, June 30, Vendor Supplies 2016 2015 2016 2015 A Substrates 34% 34% 35% 37% B Substrates * 13% * 12% * less than 10% |
Segment Reporting and Geograp34
Segment Reporting and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting and Geographic Information | |
Schedule of net sales by geographic region | Net sales by geographic region based on the location of the Company’s point of sale is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 United States $ $ $ $ Canada Europe Total international Total revenues $ $ $ $ |
Liquidity and Going Concern - L
Liquidity and Going Concern - Line of Credit and Shelf Registration (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | May 19, 2015 | Dec. 31, 2014 |
Liquidity and Going Concern | |||||
Accumulated deficit | $ 201,017 | $ 199,589 | |||
Cash | 861 | $ 2,958 | $ 6,784 | $ 7,220 | |
Shelf Registration | |||||
Liquidity and Going Concern | |||||
Aggregate securities authorized | 2,000 | $ 50,000 | |||
Maximum percentage of public float for public offering limit | 33.00% | ||||
Aggregate securities sold | 3,100 | ||||
Line of credit with FGI | |||||
Liquidity and Going Concern | |||||
Maximum borrowing capacity | 7,500 | ||||
Borrowings outstanding | 3,000 | ||||
Available borrowing capacity | $ 4,500 |
Liquidity and Going Concern - A
Liquidity and Going Concern - Agreements (Details) - USD ($) | Jun. 30, 2016 | Apr. 11, 2016 | Apr. 01, 2016 | Dec. 31, 2015 |
Liquidity and Going Concern | ||||
Debt | $ 10,656,000 | $ 11,072,000 | ||
$2.0 million, 8% shareholder note due 2017 | Notes Payable, Other Payables | ||||
Liquidity and Going Concern | ||||
Face amount of debt | $ 2,000,000 | $ 2,000,000 | ||
Interest rate (as a percent) | 8.00% | 8.00% | ||
Debt | $ 2,000,000 | |||
$0.5 million, 8% convertible director note due 2017 | Convertible Debt | ||||
Liquidity and Going Concern | ||||
Face amount of debt | $ 500,000 | $ 500,000 | ||
Interest rate (as a percent) | 8.00% | 8.00% | ||
Liquidity event discount (as a percent) | 25.00% | |||
Debt | $ 500,000 | |||
Kanis Agreement | Convertible Debt | ||||
Liquidity and Going Concern | ||||
Principal amount | $ 7,500,000 | $ 7,500,000 | ||
Conversion price (in dollars per share) | $ 1.6215 | $ 3.60 | ||
Liquidity event discount (as a percent) | 25.00% | |||
Bell Exchange Agreement | Convertible Debt | ||||
Liquidity and Going Concern | ||||
Face amount of debt | $ 500,000 | |||
Conversion price (in dollars per share) | $ 1.6215 | |||
$0.8 million, 8% senior convertible promissory note due 2016 | Convertible Debt | ||||
Liquidity and Going Concern | ||||
Face amount of debt | $ 800,000 | |||
Interest rate (as a percent) | 8.00% | |||
Debt | $ 750,000 | |||
$0.5 million, 8% convertible promissory note due 2016 | Convertible Debt | ||||
Liquidity and Going Concern | ||||
Face amount of debt | $ 500,000 | |||
Interest rate (as a percent) | 8.00% | |||
Debt | $ 500,000 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details) | Jul. 22, 2016 |
Common Stock | |
Reverse stock split ratio | 0.20 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Inventories | ||
Raw materials | $ 3,424 | $ 3,894 |
Work in process | 943 | 844 |
Finished goods | 3,930 | 3,180 |
Total inventories | $ 8,297 | $ 7,918 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Finite-lived intangible assets | ||
Intangible assets, gross | $ 6,177 | $ 5,912 |
Less accumulated amortization | (4,444) | (4,011) |
Intangible assets, net | 1,733 | 1,901 |
Trade name | ||
Finite-lived intangible assets | ||
Intangible assets, gross | 1,225 | 1,186 |
Patents and know-how | ||
Finite-lived intangible assets | ||
Intangible assets, gross | 4,195 | 4,002 |
Customer relationships | ||
Finite-lived intangible assets | ||
Intangible assets, gross | $ 757 | $ 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 Asset40
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Goodwill and Intangible Assets | ||||
Amortization of intangible assets | $ 100 | $ 200 | $ 200 | $ 300 |
Estimated amortization expense for each of the next five years | ||||
Remainder of 2016 | 228 | 228 | ||
2,017 | 446 | 446 | ||
2,018 | 163 | 163 | ||
2,019 | 163 | 163 | ||
2,020 | 163 | 163 | ||
2,021 | $ 163 | $ 163 |
Accrued Expenses and Other Cu41
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Accrued Expenses and Other Current Liabilities | ||||
Accrued salaries and benefits | $ 1,259 | $ 1,332 | ||
Accrued severance and other charges | 1,647 | 1,092 | ||
Accrued warranty | 244 | 228 | $ 342 | $ 373 |
Warrant liability | 360 | 3,072 | ||
Liability for consigned precious metals | 1,052 | 543 | ||
Other | 1,710 | 1,587 | ||
Accrued expenses and other current liabilities | $ 6,272 | $ 7,854 |
Severance and Other Charges (De
Severance and Other Charges (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Severance and other charges | |
Balance, start of period | $ 1,092 |
Provision | 1,373 |
Payments | (818) |
Balance, end of period | 1,647 |
Severance | |
Severance and other charges | |
Balance, start of period | 1,092 |
Provision | 1,068 |
Payments | (818) |
Balance, end of period | 1,342 |
Lease exit costs | |
Severance and other charges | |
Provision | 305 |
Balance, end of period | $ 305 |
Accrued Warranty (Details)
Accrued Warranty (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Accrued Warranty | ||
Balance at beginning of period | $ 228 | $ 373 |
Accrued warranty expense | 142 | 219 |
Warranty claims paid | (90) | (225) |
Translation adjustment | (36) | (25) |
Balance at end of period | $ 244 | $ 342 |
Minimum | ||
Warrants period | 1 year | |
Maximum | ||
Warrants period | 5 years |
Notes Payable - Long-term and S
Notes Payable - Long-term and Short-term, Combined (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Apr. 11, 2016 | Apr. 01, 2016 | Dec. 31, 2015 |
Debt, long-term and short-term, combined amount | ||||
Total debt | $ 10,656 | $ 11,072 | ||
Less current portion | (4,242) | (3,513) | ||
Long-term debt, net of current portion | 6,414 | 7,559 | ||
Unamortized debt discount | 3,700 | 100 | ||
Line of credit with FGI | Line of Credit | ||||
Debt, long-term and short-term, combined amount | ||||
Total debt | 2,992 | 3,513 | ||
$0.8 million, 8% senior convertible promissory note due 2016 | Convertible Debt | ||||
Debt, long-term and short-term, combined amount | ||||
Face amount of debt | $ 800 | |||
Interest rate (as a percent) | 8.00% | |||
Total debt | $ 750 | |||
$0.5 million, 8% convertible promissory note due 2016 | Convertible Debt | ||||
Debt, long-term and short-term, combined amount | ||||
Face amount of debt | $ 500 | |||
Interest rate (as a percent) | 8.00% | |||
Total debt | $ 500 | |||
Convertible Debt | $0.5 million, 8% convertible director note due 2017 | ||||
Debt, long-term and short-term, combined amount | ||||
Face amount of debt | $ 500 | $ 500 | ||
Interest rate (as a percent) | 8.00% | 8.00% | ||
Total debt | $ 500 | |||
Convertible Debt | $1.5 million, 8% convertible 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 | $ 841 | $ 1,623 | ||
Convertible Debt | $3.0 million, 8% convertible 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 | $ 1,535 | $ 2,964 | ||
Convertible Subordinated Debt | $3.0 million 8% subordinated convertible 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 | $ 1,538 | $ 2,972 | ||
Notes Payable, Other Payables | $2.0 million, 8% shareholder note due 2017 | ||||
Debt, long-term and short-term, combined amount | ||||
Face amount of debt | $ 2,000 | $ 2,000 | ||
Interest rate (as a percent) | 8.00% | 8.00% | ||
Total debt | $ 2,000 |
Notes Payable - Agreements (Det
Notes Payable - Agreements (Details) | Jun. 30, 2016USD ($)director$ / sharesshares | May 18, 2016$ / shares | Jun. 30, 2016USD ($)director$ / shares | Jun. 30, 2016USD ($)director$ / shares | Apr. 11, 2016USD ($) | Apr. 01, 2016USD ($)$ / shares | Dec. 31, 2015USD ($) |
Line of Credit Facility | |||||||
Debt | $ 10,656,000 | $ 10,656,000 | $ 10,656,000 | $ 11,072,000 | |||
Bifurcated derivative liability | 1,182,000 | 1,182,000 | 1,182,000 | ||||
Gain on bifurcated derivative liability | 2,754,000 | 2,754,000 | |||||
Line of credit with FGI | |||||||
Line of Credit Facility | |||||||
Maximum borrowing capacity | 7,500,000 | 7,500,000 | 7,500,000 | ||||
Line of credit with FGI | Line of Credit | |||||||
Line of Credit Facility | |||||||
Gross accounts receivable pledged as collateral | 2,100,000 | 2,100,000 | 2,100,000 | ||||
Debt | 2,992,000 | 2,992,000 | 2,992,000 | $ 3,513,000 | |||
Line of credit with FGI | Secured Debt | Line of Credit | |||||||
Line of Credit Facility | |||||||
Debt | 1,300,000 | 1,300,000 | 1,300,000 | ||||
Line of credit with FGI | Secured Debt | Line of Credit | |||||||
Line of Credit Facility | |||||||
Debt | 1,700,000 | 1,700,000 | 1,700,000 | ||||
$2.0 million, 8% shareholder note due 2017 | Notes Payable, Other Payables | |||||||
Line of Credit Facility | |||||||
Debt | 2,000,000 | 2,000,000 | 2,000,000 | ||||
Face amount of debt | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||
Interest rate (as a percent) | 8.00% | 8.00% | 8.00% | 8.00% | |||
$0.5 million, 8% convertible director note due 2017 | Convertible Debt | |||||||
Line of Credit Facility | |||||||
Debt | $ 500,000 | $ 500,000 | $ 500,000 | ||||
Liquidity event discount (as a percent) | 25.00% | ||||||
Face amount of debt | $ 500,000 | $ 500,000 | $ 500,000 | $ 500,000 | |||
Interest rate (as a percent) | 8.00% | 8.00% | 8.00% | 8.00% | |||
$0.8 million, 8% senior convertible promissory note due 2016 | Convertible Debt | |||||||
Line of Credit Facility | |||||||
Debt | $ 750,000 | $ 750,000 | $ 750,000 | ||||
Face amount of debt | $ 800,000 | $ 800,000 | $ 800,000 | ||||
Interest rate (as a percent) | 8.00% | 8.00% | 8.00% | ||||
Minimum aggregate gross proceeds from Qualified Financing | $ 5,000,000 | ||||||
$0.5 million, 8% convertible promissory note due 2016 | Convertible Debt | |||||||
Line of Credit Facility | |||||||
Debt | 500,000 | $ 500,000 | $ 500,000 | ||||
Face amount of debt | $ 500,000 | $ 500,000 | $ 500,000 | ||||
Interest rate (as a percent) | 8.00% | 8.00% | 8.00% | ||||
Kanis Agreement | Convertible Debt | |||||||
Line of Credit Facility | |||||||
Aggregate principal amount outstanding | $ 7,500,000 | $ 7,500,000 | $ 7,500,000 | $ 7,500,000 | |||
Liquidity event discount (as a percent) | 25.00% | ||||||
Bifurcated derivative liability | $ 1,200,000 | 1,200,000 | 1,200,000 | ||||
Gain on bifurcated derivative liability | $ 2,800,000 | $ 2,800,000 | |||||
Conversion price (in dollars per share) | $ / shares | $ 1.6215 | $ 1.6215 | $ 1.6215 | $ 3.60 | |||
Bell Note | Convertible Debt | |||||||
Line of Credit Facility | |||||||
Convertible threshold consecutive trading days | 5 days | ||||||
Bell Exchange Agreement | Convertible Debt | |||||||
Line of Credit Facility | |||||||
Face amount of debt | $ 500,000 | $ 500,000 | $ 500,000 | ||||
Conversion price (in dollars per share) | $ / shares | $ 1.6215 | $ 1.6215 | $ 1.6215 | ||||
Note Purchase Agreement with Haldor Topse | Subordinated Debt | |||||||
Line of Credit Facility | |||||||
Face amount of debt | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | ||||
Note Purchase Agreement with Haldor Topse | Convertible Debt | |||||||
Line of Credit Facility | |||||||
Conversion price (in dollars per share) | $ / shares | $ 1.6215 | $ 1.6215 | $ 1.6215 | ||||
Maximum number of shares issuable under convertible debt arrangement | shares | 779,350 | ||||||
Number of board of directors added | director | 1 | 1 | 1 | ||||
Number of board members designated | director | 1 | 1 | 1 | ||||
Percentage of principal amount of debt to be converted | 100.00% | ||||||
Minimum ownership percentage | 80.00% | ||||||
Common Stock | Bell Note | Convertible Debt | |||||||
Line of Credit Facility | |||||||
Conversion price (in dollars per share) | $ / shares | $ 3.55 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ in Millions | Jul. 22, 2016 | Jun. 30, 2016USD ($)shares | Jul. 21, 2016shares | May 25, 2016shares | Feb. 12, 2016shares | Feb. 11, 2016shares | Jan. 12, 2016shares | Dec. 31, 2015shares |
Class of Stock | ||||||||
Authorized shares | 20,000,000 | 20,000,000 | 100,000,000 | 24,000,000 | ||||
Common stock, shares authorized | 99,900,000 | 19,900,000 | 99,900,000 | 24,000,000 | ||||
Preferred stock, shares authorized | 100,000 | 100,000 | 100,000 | 100,000 | ||||
Fair value of warrants exercised as an adjustment to additional paid-in capital | $ | $ 1.1 | |||||||
Stock-based compensation expense as an adjustment to additional paid-in capital | $ | $ 0.6 | |||||||
Common Stock | ||||||||
Class of Stock | ||||||||
Reverse stock split ratio | 0.20 |
Warrants - Activity (Details)
Warrants - Activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Shares | ||
Outstanding at beginning of period (in shares) | 913,441 | |
Exercised (in shares) | (337,228) | |
Expired (in shares) | (12,215) | |
Outstanding at end of period (in shares) | 563,998 | |
Exercisable at end of period (in shares) | 563,998 | |
Equity classified as warrants | 21,920 | 21,920 |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 7.45 | |
Exercised (in dollars per shares) | 0.05 | |
Expired ( in dollars per share) | 22.50 | |
Outstanding at end of period (in dollars per share) | 11.61 | |
Exercisable at end of period (in dollars per share) | 11.61 | |
Range of Exercise Prices | ||
Exercised (in dollars per share) | 0.05 | |
Expired (in dollars per share) | 22.50 | |
Minimum | ||
Range of Exercise Prices | ||
Outstanding at beginning of period (in dollars per share) | 0.05 | |
Outstanding at end of period (in dollars per share) | 6.10 | |
Exercisable (in dollars per share) | 6.10 | |
Maximum | ||
Range of Exercise Prices | ||
Outstanding at beginning of period (in dollars per share) | 22.50 | |
Outstanding at end of period (in dollars per share) | 21 | |
Exercisable (in dollars per share) | $ 21 |
Warrants - Issued April 4, 2014
Warrants - Issued April 4, 2014 Black Scholes (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 563,998 | 913,441 |
Warrants Issued April 4, 2014, Liability | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 132,800 | 132,800 |
CDTi stock price (in dollars per share) | $ 1.65 | $ 4.70 |
Strike price (in dollars per share) | $ 21 | $ 21 |
Expected volatility | 103.80% | 94.40% |
Risk-free interest rate | 0.80% | 1.50% |
Expected life in years | 3 years 3 months 18 days | 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) | 29,600 | 29,600 |
CDTi stock price (in dollars per share) | $ 1.65 | $ 4.70 |
Strike price (in dollars per share) | $ 8.50 | $ 8.50 |
Expected volatility | 91.20% | 96.70% |
Risk-free interest rate | 0.80% | 1.60% |
Expected life in years | 3 years 10 months 24 days | 4 years 4 months 24 days |
Warrants - Issued November 4, 2
Warrants - Issued November 4, 2014 Black Scholes (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 563,998 | 913,441 |
Warrants Issued November 4, 2014, Liability | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 77,677 | 77,677 |
CDTi stock price (in dollars per share) | $ 1.65 | $ 4.70 |
Strike price (in dollars per share) | $ 8.50 | $ 8.50 |
Expected volatility | 95.00% | 96.60% |
Risk-free interest rate | 0.90% | 1.60% |
Expected life in years | 3 years 10 months 24 days | 4 years 4 months 24 days |
Warrants - Issued June 8, 2015
Warrants - Issued June 8, 2015 Black Scholes (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 563,998 | 913,441 |
Warrants Issued June 8, 2015, Liability | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 35,999 | 35,999 |
CDTi stock price (in dollars per share) | $ 1.65 | $ 4.70 |
Strike price (in dollars per share) | $ 13.25 | $ 13.25 |
Expected volatility | 93.50% | 102.30% |
Risk-free interest rate | 0.90% | 1.70% |
Expected life in years | 4 years 4 months 24 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) | 63,999 | 63,999 |
CDTi stock price (in dollars per share) | $ 1.65 | $ 4.70 |
Strike price (in dollars per share) | $ 8.50 | $ 8.50 |
Expected volatility | 96.70% | 110.30% |
Risk-free interest rate | 1.00% | 1.80% |
Expected life in years | 5 years | 5 years 6 months |
Warrants - Issued November 27,
Warrants - Issued November 27, 2015 Black Scholes (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 563,998 | 913,441 |
Warrants Issued November 27, 2015, Liability | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 154,199 | 154,199 |
CDTi stock price (in dollars per share) | $ 1.65 | $ 4.70 |
Strike price (in dollars per share) | $ 8.50 | $ 8.50 |
Expected volatility | 96.50% | 96.60% |
Risk-free interest rate | 1.00% | 1.80% |
Expected life in years | 5 years | 5 years 6 months |
Warrants - Issued July 3, 2013
Warrants - Issued July 3, 2013 Monte Carlo (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 563,998 | 913,441 |
Warrants Issued July 3, 2013, Liability | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 13,000 | 13,000 |
CDTi stock price (in dollars per share) | $ 1.73 | $ 4.70 |
Strike price (in dollars per share) | $ 6.10 | $ 6.10 |
Expected volatility | 85.00% | 99.10% |
Risk-free interest rate | 0.60% | 1.20% |
Expected life in years | 2 years | 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) | 18,800 | 18,800 |
CDTi stock price (in dollars per share) | $ 1.73 | $ 4.70 |
Strike price (in dollars per share) | $ 6.10 | $ 6.10 |
Expected volatility | 95.20% | 95.50% |
Risk-free interest rate | 0.80% | 1.50% |
Expected life in years | 3 years 4 months 24 days | 3 years 10 months 24 days |
Warrants - Issued November 11,
Warrants - Issued November 11, 2014 Monte Carlo (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 563,998 | 913,441 |
Warrants Issued November 11, 2014, Liability | ||
Fair value assumptions and methodology for assets and liabilities | ||
Number of warrants (in shares) | 16,000 | 16,000 |
CDTi stock price (in dollars per share) | $ 1.73 | $ 4.70 |
Strike price (in dollars per share) | $ 6.10 | $ 6.10 |
Expected volatility | 95.20% | 95.50% |
Risk-free interest rate | 0.80% | 1.50% |
Expected life in years | 3 years 4 months 24 days | 3 years 10 months 24 days |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Liabilities measured at fair value on a recurring basis | ||
Warrant liability | $ 360 | $ 3,072 |
Bifurcated derivative liability | 1,182 | |
Recurring basis | ||
Liabilities measured at fair value on a recurring basis | ||
Liability transfers from Level 1 to Level 2 | 0 | |
Liability transfers from Level 2 to Level 1 | 0 | |
Fair Value, Inputs, Level 3 | Recurring basis | ||
Liabilities measured at fair value on a recurring basis | ||
Warrant liability | 360 | 3,072 |
Shareholder notes payable | $ 7,474 | |
Bifurcated derivative liability | $ 1,182 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Warrant Liability (Details) - Warrants - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Reconciliation of warrant liability and embedded derivative | ||
Balance at beginning of period | $ 3,072 | $ 1,474 |
Issuance of common stock warrants | 845 | |
Exercise of common stock warrants | (1,124) | |
Remeasurement of common stock warrants | (1,588) | 272 |
Balance at end of period | $ 360 | $ 2,591 |
Fair Value Measurements - Rec56
Fair Value Measurements - Reconciliation of Embedded Derivative (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Apr. 11, 2016 | Apr. 01, 2016 | |
Kanis Agreement | Convertible Debt | |||
Reconciliation of warrant liability and embedded derivative | |||
Liquidity event discount (as a percent) | 25.00% | ||
Fair value of convertible notes payable | $ 7,400 | ||
Note Purchase Agreement with Haldor Topse | Convertible Debt | |||
Reconciliation of warrant liability and embedded derivative | |||
Fair value of convertible notes payable | 1,100 | ||
$0.5 million, 8% convertible director note due 2017 | Convertible Debt | |||
Reconciliation of warrant liability and embedded derivative | |||
Liquidity event discount (as a percent) | 25.00% | ||
Fair value of convertible notes payable | 500 | ||
Embedded Derivative | |||
Reconciliation of warrant liability and embedded derivative | |||
Initial valuation of bifurcated derivative liability | 3,936 | ||
Remeasurement of bifurcated derivative liability | (2,754) | ||
Balance at end of period | $ 1,182 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Weighted average number of shares outstanding | ||||
Net income (loss) | $ 1,343 | $ (2,416) | $ (1,428) | $ (5,445) |
Basic weighted average number of common shares outstanding | 3,848 | 2,969 | 3,747 | 2,901 |
Effect of stock options, restricted stock units and warrants computed on treasury stock method | 896 | |||
Effect of convertible debt computed on treasurty stock method | 5,896 | |||
Diluted weighted average number of common shares outstanding | 10,640 | 2,969 | 3,747 | 2,901 |
Potentially dilutive common stock equivalents excluded from computation (in shares) | 600 | 6,900 | 500 |
Commitments and Contingencies -
Commitments and Contingencies - Concentration of Risk (Details) - One automotive OEM customer - customer | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Sales Revenue, Net | Customer Concentration Risk | |||||
Concentration of risk | |||||
Number of customers | 1 | 1 | 1 | 1 | |
Concentration risk percentage | 54.00% | 60.00% | 55.00% | 59.00% | |
Accounts Receivable | Credit Concentration | |||||
Concentration of risk | |||||
Number of customers | 1 | 1 | |||
Concentration risk percentage | 36.00% | 31.00% |
Commitments and Contingencies59
Commitments and Contingencies - Concentration of Raw Material Purchases (Details) - Cost of Goods, Total - Supplier Concentration Risk | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Vendor A | ||||
Concentration of risk | ||||
Concentration risk percentage | 34.00% | 34.00% | 35.00% | 37.00% |
Vendor B | ||||
Concentration of risk | ||||
Concentration risk percentage | 13.00% | 12.00% | ||
Vendor B | Maximum | ||||
Concentration of risk | ||||
Concentration risk percentage | 10.00% | 10.00% |
Commitments and Contingencies60
Commitments and Contingencies - California Air Resources Board ("CARB") (Details) - CARB - USD ($) $ in Millions | Jun. 26, 2015 | Jul. 31, 2016 | Apr. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Loss contingency, estimate | |||||
Calculated penalty for alleged violations | $ 1.8 | $ 0.1 | $ 0.2 | $ 0.8 | |
Amount accrued | $ 0.1 | ||||
Maximum | |||||
Loss contingency, estimate | |||||
Amount accrued | $ 0.1 | ||||
Proposed settlement | $ 0.1 |
Segment Reporting and Geograp61
Segment Reporting and Geographic Information - Number of Segments (Details) - segment | 3 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | |
Segment Reporting and Geographic Information | ||
Reportable business division segments | 1 | 2 |
Segment Reporting and Geograp62
Segment Reporting and Geographic Information - Net Sales by Geographic Region based on Location of Sales Organization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net sales by geographic region | ||||
Revenues | $ 8,406 | $ 9,938 | $ 18,152 | $ 20,279 |
United States | ||||
Net sales by geographic region | ||||
Revenues | 6,513 | 6,296 | 12,390 | 12,643 |
Canada | ||||
Net sales by geographic region | ||||
Revenues | 1,243 | 2,835 | 4,421 | 5,957 |
Europe | ||||
Net sales by geographic region | ||||
Revenues | 650 | 807 | 1,341 | 1,679 |
International | ||||
Net sales by geographic region | ||||
Revenues | $ 1,893 | $ 3,642 | $ 5,762 | $ 7,636 |
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 | Jun. 30, 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) | Jul. 22, 2016 | Feb. 12, 2016$ / shares | Aug. 25, 2016USD ($)$ / shares | Jun. 30, 2016USD ($)$ / shares | Apr. 01, 2016USD ($)$ / shares |
Subsequent Events | |||||
Number of previous consecutive business days | 30 days | ||||
Minimum | |||||
Subsequent Events | |||||
Bid price | $ / shares | $ 1 | ||||
Stockholders' equity | $ | $ 2,500,000 | ||||
Common Stock | |||||
Subsequent Events | |||||
Reverse stock split ratio | 0.20 | ||||
Common Stock | Subsequent Event | |||||
Subsequent Events | |||||
Reverse stock split ratio | 0.20 | ||||
Kanis Agreement | Convertible Debt | |||||
Subsequent Events | |||||
Aggregate principal amount outstanding | $ | $ 7,500,000 | $ 7,500,000 | |||
Conversion price (in dollars per share) | $ / shares | $ 1.6215 | $ 3.60 | |||
Kanis Agreement | Subsequent Event | Convertible Debt | |||||
Subsequent Events | |||||
Aggregate principal amount outstanding | $ | $ 7,500,000 | ||||
Conversion price (in dollars per share) | $ / shares | $ 1.6215 | ||||
Bell Exchange Agreement | Convertible Debt | |||||
Subsequent Events | |||||
Face amount of debt | $ | $ 500,000 | ||||
Conversion price (in dollars per share) | $ / shares | $ 1.6215 | ||||
Bell Exchange Agreement | Subsequent Event | Convertible Debt | |||||
Subsequent Events | |||||
Face amount of debt | $ | $ 500,000 | ||||
Conversion price (in dollars per share) | $ / shares | $ 1.6215 | ||||
Note Purchase Agreement with Haldor Topse | Subsequent Event | Convertible Debt | |||||
Subsequent Events | |||||
Face amount of debt | $ | $ 500,000 | ||||
Conversion price (in dollars per share) | $ / shares | $ 1.6215 |