Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CLEAN DIESEL TECHNOLOGIES INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 16,753,178 | |
Amendment Flag | false | |
Entity Central Index Key | 949,428 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 6,784 | $ 7,220 |
Accounts receivable, net | 3,867 | 2,875 |
Inventories | 6,403 | 6,298 |
Prepaid expenses and other current assets | 1,268 | 2,130 |
Total current assets | 18,322 | 18,523 |
Property and equipment, net | 1,400 | 1,357 |
Intangible assets, net | 2,291 | 2,662 |
Goodwill | 4,967 | 5,177 |
Other assets | 554 | 620 |
Total assets | 27,534 | 28,339 |
Current liabilities: | ||
Line of credit | 3,583 | 2,841 |
Accounts payable | 3,831 | 3,022 |
Accrued expenses and other current liabilities | 6,894 | 6,189 |
Income taxes payable | 637 | 1,459 |
Total current liabilities | 14,945 | 13,511 |
Shareholder notes payable | 7,525 | 7,476 |
Deferred tax liability | 339 | 359 |
Total liabilities | $ 22,809 | $ 21,346 |
Commitments and contingencies (Note 12) | ||
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 24,000,000; issued and outstanding 16,753,178 and 14,152,772 shares at June 30, 2015 and December 31, 2014, respectively | $ 168 | $ 142 |
Additional paid-in capital | 204,793 | 200,771 |
Accumulated other comprehensive loss | (3,736) | (2,865) |
Accumulated deficit | (196,500) | (191,055) |
Total stockholders’ equity | 4,725 | 6,993 |
Total liabilities and stockholders’ equity | $ 27,534 | $ 28,339 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
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 | 24,000,000 | 24,000,000 |
Common stock, shares issued | 16,753,178 | 14,152,772 |
Common stock, shares outstanding | 16,753,178 | 14,152,772 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues | $ 9,938 | $ 11,673 | $ 20,279 | $ 23,252 |
Cost of revenues | 7,171 | 7,848 | 14,694 | 15,687 |
Gross profit | 2,767 | 3,825 | 5,585 | 7,565 |
Operating expenses: | ||||
Selling, general and administrative | 3,026 | 2,931 | 6,433 | 6,508 |
Research and development | 1,854 | 1,472 | 3,973 | 2,768 |
Severance and other charges | (5) | 34 | 1 | 377 |
Total operating expenses | 4,875 | 4,437 | 10,407 | 9,653 |
Loss from continuing operations | (2,108) | (612) | (4,822) | (2,088) |
Other expense: | ||||
Interest expense | (301) | (288) | (577) | (592) |
Other expense, net | (224) | (299) | (106) | (2,113) |
Total other expense | (525) | (587) | (683) | (2,705) |
Loss from continuing operations before income taxes | (2,633) | (1,199) | (5,505) | (4,793) |
Income tax expense (benefit) from continuing operations | (217) | 30 | (60) | 267 |
Net loss from continuing operations | (2,416) | (1,229) | (5,445) | (5,060) |
Net income from discontinued operations | 40 | 35 | ||
Net loss | (2,416) | (1,189) | (5,445) | (5,025) |
Foreign currency translation adjustments | 602 | 582 | (871) | 145 |
Comprehensive loss | $ (1,814) | $ (607) | $ (6,316) | $ (4,880) |
Basic and diluted net income (loss) per common share: | ||||
Net loss from continuing operations (in Dollars per share) | $ (0.16) | $ (0.10) | $ (0.38) | $ (0.46) |
Net income from discontinued operations (in Dollars per share) | ||||
Net loss (in Dollars per share) | $ (0.16) | $ (0.10) | $ (0.38) | $ (0.46) |
Basic and diluted weighted average shares outstanding (in Shares) | 14,846 | 12,304 | 14,503 | 11,038 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (5,445) | $ (5,025) |
Net income from discontinued operations | (35) | |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | $ 444 | 505 |
Stock-based compensation expense | 316 | 284 |
Loss on change in fair value of liability-classified warrants | 272 | 1,682 |
Gain on foreign currency transactions | $ (124) | 153 |
Loss related to litigation | 123 | |
Gain on disposal of property and equipment | $ (4) | (296) |
Offering costs allocated to warrants issued | 88 | 165 |
Other | 3 | 65 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,068) | (210) |
Inventories | (329) | (701) |
Prepaid expenses and other assets | 437 | 20 |
Accounts payable, accrued expenses and other current liabilities | 296 | 18 |
Income taxes | (68) | (828) |
Cash used in operating activities of continuing operations | (5,182) | (4,080) |
Cash used in operating activities of discontinued operations | (100) | (45) |
Net cash used in operating activities | (5,282) | (4,125) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (249) | (191) |
Proceeds from sale of property and equipment | $ 8 | 322 |
Distribution from unconsolidated affiliate | 91 | |
Net cash used in investing activities | $ (241) | 222 |
Cash flows from financing activities: | ||
Net borrowings under demand line of credit | 741 | 1,174 |
Proceeds from issuance of common stock and warrants, net of offering costs | $ 4,490 | 6,114 |
Proceeds from exercise of warrants | 1,000 | |
Proceeds from exercise of stock options | 275 | |
Other | (18) | |
Net cash provided by financing activities | $ 5,231 | 8,545 |
Effect of exchange rates on cash | (144) | 7 |
Net change in cash | (436) | 4,649 |
Cash at beginning of period | 7,220 | 3,909 |
Cash at end of period | 6,784 | 8,558 |
Significant noncash financing activity: | ||
Issuance of warrants classified as derivative liability | $ 845 | $ 1,531 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Business Description and Basis of Presentation [Text Block] | 1. Description of Business Clean Diesel Technologies, Inc. (“CDTi” or the “Company”) currently commercializes its material technology by manufacturing and distributing light duty vehicle catalysts and heavy duty diesel emissions control systems and products to major automakers, distributors, integrators and retrofitters. Further, CDTi is evolving from being a niche manufacturer of emissions control solutions for the automotive and heavy duty diesel OEM, retrofit and aftermarket markets to becoming an advanced materials technology provider for these markets. CDTi’s business is driven by increasingly stringent global emission standards for internal combustion engines, which are major sources of a variety of harmful pollutants. It has operations in the United States (“U.S.”), Canada, the United Kingdom, France, Japan and Sweden as well as an Asian investment. |
Liquidity and Going Concern
Liquidity and Going Concern | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | 2. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. Therefore, the consolidated financial statements contemplate the realization of assets and liquidation of liabilities in the ordinary course of business. The Company has suffered recurring losses and negative cash flows from operations since inception, resulting in an accumulated deficit of $196.5 million at June 30, 2015. The Company has funded its operations through asset sales, credit facilities and other borrowings and equity sales. At June 30 , 2015, the Company had $6.8 million in cash, and based upon current cash levels, including proceeds from the June 2015 offering, and expected cash flows from operations, management believes that the Company will have access to sufficient working capital to fund operations through the end of this year and into next year. However, there can be no assurances that the Company will be able to achieve projected levels of revenue and maintain access to sufficient working capital. If cash from operations is not sufficient for the working capital needs of the Company, the Company may be forced to seek additional financing in the form of funding from outside sources. However, there is no assurance that the Company will be able to raise additional funds on terms acceptable to the Company or reduce its discretionary spending to a level sufficient for its working capital needs, 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. The Company has a $7.5 million secured demand financing facility backed by its receivables and inventory with Faunus Group International, Inc. (“FGI”) that terminates on August 15, 2015 and may be extended at the Company’s option for additional one-year terms. However, FGI can cancel the facility at any time. At June 30, 2015, the Company had $3.6 million in borrowings outstanding under this facility with $3.9 million available, subject to the availability of eligible accounts receivable and inventory balances for collateral. However, t here is no guarantee that the Company will be able to borrow to the full limit of $7.5 million if FGI chooses not to finance a portion of its receivables or inventory. On May 15, 2012, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) (the “Shelf Registration”), which was declared effective by the SEC on May 21, 2012. The Shelf Registration permits the Company to sell, from time to time, up to an aggregate of $50.0 million of various securities, provided that the Company may not sell its securities in a primary offering pursuant to the Shelf Registration or any other registration statement on Form S-3 with a value exceeding one-third of its public float in any 12-month period (unless the Company’s public float rises to $75.0 million or more). On May 19, 2015, the Company filed a shelf registration statement on Form S-3 with the SEC to replace the existing Shelf Registration (the “Replacement Shelf”), which the Company anticipates will be declared effective later this year. Once declared effective, the Replacement Shelf will permit the Company to sell, from time to time, up to an aggregate of $50.0 million of various securities, provided that the Company may not sell its securities in a primary offering pursuant to the Replacement Shelf or any other registration statement on Form S-3 with a value exceeding one-third of its public float in any 12-month period (unless the Company’s public float rises to $75.0 million or more). On April 4, 2014, the Company sold 2,030,000 units pursuant to the Shelf Registration for $3.40 per unit, with each unit consisting of one share of common stock and 0.4 of one warrant to purchase one share of common stock with an exercise price of $4.20 per share. The Company received net proceeds of $6.1 million after deducting placement agent fees and other offering expenses. On October 20, 2014, the Company completed the sale of its Reno, Nevada-based custom fabricated exhaust parts and accessories business (the “Reno Business”) for $1.3 million in cash. On November 4, 2014, the Company entered into subscription agreements to sell 1,385,000 shares of common stock and warrants to purchase up to an aggregate of 388,393 shares of common stock with an exercise price of $3.25 per share (the “Series A Warrants”), for a combined purchase price of $2.80 per share and 0.28 of one Series A Warrant, and other warrants to purchase up to an aggregate of 168,571 shares of common stock with an exercise price of $0.01 per share (the “Series B Warrants”) for a purchase price of $2.79 per Series B Warrant, pursuant to the Shelf Registration. The Company received net proceeds of $3.8 million after deducting placement agent fees and other offering expenses. On November 11, 2014, the Company and Kanis S.A. entered into a letter agreement whereby Kanis S.A. agreed to amend the terms of the outstanding loans, in the aggregate principal amount of $7.5 million, made to the Company, such that (i) the maturity dates of all outstanding loans were extended to October 1, 2016; and (ii) the early redemption feature applicable to one of the outstanding loans was removed. On June 2, 2015, the Company entered into an underwriting agreement to sell 2,500,000 units pursuant to the Shelf Registration for $2.05 per unit, with each unit consisting of one share of common stock and 0.2 of one warrant to purchase one share of common stock with an exercise price of $2.65 per share. The Company received net proceeds of $4.5 million after deducting the underwriting discounts and other offering expenses. For additional information, refer to Note 10, “Stockholders’ Equity”. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 3. Summary of Significant Accounting Policies a. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been reflected. Intercompany transactions and balances have been eliminated in consolidation. The results reported in these unaudited condensed consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), but is not required for interim reporting purposes, has been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. The preparation of financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ materially from those estimates. Discontinued Operations In October 2014, the Company completed the sale of substantially all of the assets of its Reno Business, and the operations of this business were classified as discontinued operations for all periods presented in this report. Discontinued operations also includes accruals and related costs for the Company’s estimated liability to settle its ongoing indemnification matters with Johnson Matthey (“JM”) associated with the sale of Applied Utility Systems, Inc. (“AUS”), a former subsidiary of the Company, in 2009. In the statements of cash flows, the cash flows of discontinued operations are separately classified and aggregated. For additional information, refer to Note 14, “Discontinued Operations”. All discussions and amounts in the consolidated financial statements and related notes for all periods presented relate to continuing operations only, unless otherwise noted. b. Concentration of Risk For the three months ended June 30, 2015 and 2014, one automotive OEM customer within the Catalyst segment accounted for 60% and 47%, respectively, of the Company’s revenues. For the six months ended June 30, 2015 and 2014, one automotive OEM customer within the Catalyst segment accounted for 59% and 45%, respectively, of the Company’s revenues. This customer accounted for 50% of the Company’s accounts receivable at June 30, 2015 and December 31, 2014. 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 2015 2014 2015 2014 A Substrates 34% 17% 37% 19% B Substrates 13% * 12% * C Substrates * 11% * 11% D Catalysts * * * 13% * less than 10% c. Net Loss per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares and dilutive potential common shares. Dilutive potential common shares include employee stock options and restricted share units and warrants and debt that are convertible into the Company’s common stock. Because the Company incurred net losses in the three and six months ended June 30, 2015 and 2014, the effect of potentially dilutive securities has been excluded in the computation of net loss per share as their impact would be anti-dilutive. Potentially dilutive common stock equivalents excluded were 2.8 million and 2.3 million shares during the three months ended June 30, 2015 and 2014, respectively. Potentially dilutive common stock equivalents excluded were 2.7 million and 2.1 million shares during the six months ended June 30, 2015 and 2014, respectively. d. Fair Value Measurements The Company measures certain financial assets and liabilities at fair value in accordance with a hierarchy which requires an entity to maximize the use of observable inputs which reflect market data obtained from independent sources and minimize the use of unobservable inputs. There are three levels of inputs that may be used to measure fair value: · Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; · Level 2: Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable including quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active; and · Level 3: Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. The Company records its liability-classified warrants at fair value in accordance with the fair value measurement framework. For additional information, refer to Note 11, “Warrants”. The valuation inputs hierarchy classification for the warrant liability measured at fair value on a recurring basis is summarized as follows (in thousands): Warrant liability Level 1 Level 2 Level 3 June 30, 2015 - - $ 2,591 December 31, 2014 - - $ 1,474 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, 2015 2014 Balance at beginning of period $ 1,474 $ 939 Issuance of common stock warrants 845 1,531 Exercise of common stock warrants - (2,505) Remeasurement of common stock warrants 272 1,682 Balance at end of period $ 2,591 $ 1,647 e. Fair Value of Financial Instruments Accounting Standards Codification (“ ASC”) Topic 825, “Financial Instruments”, requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. The fair values of the Company’s cash, trade accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate carrying values due to the short maturity of these instruments. The fair value of the line of credit approximates its carrying value due to the variable interest rates. The fair value of shareholder notes payable calculated using level 3 inputs, using a Black-Scholes option-pricing model to value the debt’s conversion factor and a net present value model was $7.8 million and $7.7 million at June 30, 2015 and December 31, 2014, respectively. f. 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 April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ". ASU No. 2015-03 requires that debt issuance costs related to a recognized debt liability be reported on the consolidated statements of financial condition as a direct deduction from the carrying amount of that debt liability. It is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period with early application permitted for financial statements that have not been previously issued. The Company has not elected to early adopt, and it does not expect the impact of the adoption of ASU No. 2015-03 to be material to its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement". ASU No. 2015-05 provides clarification on whether a cloud computing arrangement includes a software license. If a software license is included, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a software license is not included, the arrangement should be accounted for as a service contract. It is effective for reporting periods beginning after December 15, 2015, with early adoption permitted. Entities can elect to adopt the standard update prospectively or retrospectively to arrangements entered into, or materially modified, after the effective date. The Company does not expect to early adopt ASU 2015-05, and it is currently in the process of evaluating the impact of the adoption of ASU No. 2015-05 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 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 ending after December 15, 2016, including 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. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 4. Inventories Inventories consist of the following (in thousands): June 30, December 31, 2015 2014 Raw materials $ 2,864 $ 2,744 Work in process 961 902 Finished goods 2,578 2,652 Inventories $ 6,403 $ 6,298 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 5. Goodwill and Intangible Assets Goodwill The change in the carrying amount of goodwill during the six months ended June 30, 2015 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 2015 2014 Trade name 15 - 20 $ 1,254 $ 1,293 Patents and know-how 5 - 12 4,337 4,529 Customer relationships 4 - 8 787 837 Intangible assets, Gross 6,378 6,659 Less accumulated amortization (4,087) (3,997) Intangible assets, Net $ 2,291 $ 2,662 The Company recorded amortization expense related to amortizable intangible assets of $0.2 million and $0.1 million during the three months ended June 30, 2015 and 2014, respectively. The Company recorded amortization expense related to amortizable intangible assets of $0.3 million during the six months ended June 30, 2015 and 2014. Estimated amortization expense for each of the next five years is as follows (in thousands): Years ending December 31 Remainder of 2015 $ 283 2016 $ 471 2017 $ 461 2018 $ 164 2019 $ 164 2020 $ 164 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Accrued Expenses And Other Current Liabilities [Text Block] | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): June 30, December 31, 2015 2014 Accrued salaries and benefits $ 1,409 $ 1,115 Accrued severance and other charges (1) 108 372 Accrued warranty (2) 342 373 Warrant liability (3) 2,591 1,474 Accrued indemnification settlement (4) 550 650 Liability for consigned precious metals 494 565 Other 1,400 1,640 Accrued expenses and other current liabilities $ 6,894 $ 6,189 (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". (4) For additional information, refer to Note 14, "Discontinued Operations". |
Severance and Other Charges
Severance and Other Charges | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | 7. Severance and Other Charges Severance and other charges consist of the following (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Employee severance expense $ (5) $ 34 $ 1 $ 69 Lease exit costs - - - 43 Legal settlements - - - 265 Total severance and other charges $ (5) $ 34 $ 1 $ 377 The following summarizes the activity in the Company’s accrual for severance and other charges (in thousands): Lease Exit Severance Costs Total December 31, 2014 $ 293 $ 79 $ 372 Provision 1 - 1 Payments (231) (34) (265) June 30, 2015 $ 63 $ 45 $ 108 The Company expects to pay substantially all of the accrued amounts by the third quarter of 2015. |
Accrued Warranty
Accrued Warranty | 6 Months Ended |
Jun. 30, 2015 | |
Product Warranties Disclosures [Abstract] | |
Product Warranty Disclosure [Text Block] | 8. Accrued Warranty The following summarizes the activity in the Company’s accrual for product warranty (in thousands): Six Months Ended June 30, 2015 2014 Balance at beginning of period $ 373 $ 453 Accrued warranty expense 219 363 Warranty claims paid (225) (338) Translation adjustment (25) 7 Balance at end of period $ 342 $ 485 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 9. Debt Debt consists of the following (in thousands): June 30, December 31, 2015 2014 Line of credit with FGI $ 3,583 $ 2,841 $1.5 million, 8% shareholder note due 2016 (1) 1,612 1,598 $3.0 million, 8% subordinated convertible shareholder notes due 2016 (1) 2,962 2,947 $3.0 million, 8% shareholder note due 2016 (1) 2,951 2,931 Debt, Total 11,108 10,317 Less current portion (3,583) (2,841) Long-term debt, net of current portion $ 7,525 $ 7,476 (1) The aggregate amount of unamortized debt discount was $0.1 million and $0.2 million at June 30, 2015 and December 31, 2014, respectively. Line of Credit with FGI At June 30, 2015, the Company had $2.9 million of gross accounts receivable pledged to FGI as collateral for short-term debt in the amount of $2.3 million. At June 30, 2015, 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, 2015. However, t here is no guarantee that the Company will be able to borrow to the full limit of $7.5 million if FGI chooses not to finance a portion of its receivables or inventory. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 10. Stockholders’ Equity June 2015 Offering On June 2, 2015, the Company entered into an underwriting agreement with Cowen and Company, LLC, as the representative of the several underwriters identified therein, pursuant to which the Company agreed to offer and sell up to 2,500,000 units at a price to the public of $2.05 per unit (the “Offering”). Each unit consisted of one share of common stock and 0.2 of a warrant (the “Offering Warrants”) to purchase one share of common stock. The Offering Warrants have an exercise price of $2.65 per share and can be exercised during the period commencing after six months and ending five and a half years from the date of issuance. The Company received gross proceeds of $5.1 million and net proceeds of $4.5 million after deducting the underwriting discounts and other offering expenses. The Offering Warrants are within the scope of ASC 815-40 and are required to be recorded as liabilities. For additional information, refer to Note 11, “Warrants”. Accordingly, of the $4.5 million in net proceeds, $3.7 million was allocated to the common stock and included in additional paid-in capital and $0.8 million was allocated to the warrant liability based on the fair value of the warrants on the issuance date. Additionally, $0.1 million of the underwriter discounts and other offering costs were allocated to the Offering Warrants, based on the relative fair value of the Offering Warrants and the common stock on the issuance date, and was included in other expense, net in the accompanying statements of comprehensive loss for the three and six months ended June 30, 2015. The Company intends to use the net proceeds for general corporate purposes, which may include working capital, general and administrative expenses, capital expenditures and implementation of its strategic priorities. The Company may also use a portion of the net proceeds to acquire or invest in businesses, products and technologies that are complementary to its current business, although there are no present commitments or agreements for any such transactions. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2015 | |
Warrants Disclosures [Abstract] | |
Warrants Disclosures [Text Block] | 11. Warrants Warrants outstanding and exercisable are summarized as follows: Weighted Average Exercise Range of Shares Price Exercise Prices Outstanding at December 31, 2014 1,610,069 $ 3.54 $1.25 - $10.40 Issued 500,000 $ 2.65 $2.65 Outstanding at June 30, 2015 2,110,069 $ 3.33 $ 1.25 - $10.40 Exercisable at June 30, 2015 1,610,069 $ 3.54 $1.25 - $10.40 Warrant Classification The Company evaluates warrants on issuance and at each reporting date to determine proper classification as equity or as a liability. The Offering Warrants require physical settlement by delivering registered shares, and the provisions of the warrant agreement include potential cash payments for failure to timely deliver shares and fractional share settlement. Accordingly, the Offering Warrants require liability classification. 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. Due to the significant change in the Company following its business combination with Catalytic Solutions, Inc. (the “Merger”), CDTi’s pre-Merger historical price volatility was not considered representative of expected volatility going forward. Therefore, for warrants with an expected term that required a volatility look-back that pre-dated the Merger, the Company used an estimate based upon a weighted average of implied and historical volatility of a portfolio of peer companies and CDTi’s post-Merger historical volatility for the valuation of these warrants prior to 2015. For warrants with an expected term that did not require a volatility look-back that pre-dated the Merger, CDTi’s post-Merger historical price volatility was considered representative of expected volatility, and accordingly, only CDTi’s historical volatility was used for the valuation of these warrants prior to 2015. During 2015, the Company determined that its post-Merger historical volatility was considered representative of expected volatility for the valuation of its warrants. The expected life is equal to the remaining contractual life of the warrants. 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, June 8, December 31, 2015 2015 2014 Issued April 2014 Number of warrants 812,000 812,000 CDTi stock price $ 1.84 $ 1.81 Strike price $ 4.20 $ 4.20 Expected volatility (1) 121.4% 86.6% Risk-free interest rate 1.4% 1.6% Dividend yield - - Expected life in years 4.3 4.8 Issued November 2014 Number of warrants 388,393 388,393 CDTi stock price $ 1.84 $ 1.81 Strike price $ 3.25 $ 3.25 Expected volatility (1) 122.5% 86.5% Risk-free interest rate 1.4% 1.6% Dividend yield - - Expected life in years 4.4 4.9 Issued June 2015 Number of warrants 500,000 500,000 CDTi stock price $ 1.84 $ 2.09 Strike price $ 2.65 $ 2.65 Expected volatility 106.4% 114.6% Risk-free interest rate 1.7% 1.8% Dividend yield - - Expected life in years 5.4 5.5 (1) During 2015, the Company's post-Merger historical volatility began to be considered representive of expected volatility for these warrants. 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, December 31, 2015 2014 Issued July 2013 Number of warrants 159,000 159,000 CDTi stock price $ 1.84 $ 1.81 Strike price $ 1.25 $ 1.25 Expected volatility 98.9% 103.6% Risk-free interest rate 1.0% 1.2% Dividend yield - - Expected life in years 3.0 3.5 Issued November 2014 Number of warrants 80,000 80,000 CDTi stock price $ 1.84 $ 1.81 Strike price $ 1.75 $ 1.75 Expected volatility (1) 106.6% 77.0% Risk-free interest rate 1.4% 1.6% Dividend yield - - Expected life in years 4.4 4.9 (1) During 2015, the Company's post-Merger historical volatility began to be considered representive of expected volatility for these warrants. The warrant liability, included in accrued expenses and other current liabilities in the accompanying unaudited condensed consolidated balance sheets, is re-measured at the end of each reporting period with changes in fair value recognized in other expense, net in the accompanying unaudited condensed consolidated statements of comprehensive loss. Upon the exercise of a warrant that is classified as a liability, the fair value of the warrant exercised is re-measured on the exercise date and reclassified from warrant liability to additional paid-in capital. For additional information regarding the fair value of the warrant liability, amounts recognized in other income (expense) and amounts reclassified to additional paid-in capital upon exercise, refer to the warrant liability reconciliation in Note 3(d), “Summary of Significant Accounting Policies—Fair Value Measurements”. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 12. Commitments and Contingencies The Company is involved in legal proceedings from time to time in the ordinary course of its business. Management does not believe that any of these claims and proceedings against it is likely to have, individually or in the aggregate, a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows. Accordingly, the Company cannot determine the final amount, if any, of its liability beyond the amount accrued in the consolidated financial statements as of June 30, 2015, nor is it possible to estimate what litigation-related costs will be in the future. For information related to commitments and contingencies related to AUS, a former subsidiary of the Company that was sold in 2009, refer to Note 14, “Discontinued Operations”. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 13. Segment Reporting and Geographic Information The Company has two business division segments based on the products it delivers: Catalyst division — The Catalyst division develops and produces catalysts to reduce emissions from gasoline, diesel and natural gas combustion engines that are offered for multiple markets and a wide range of applications. The Catalyst Division developed a family of unique high-performance catalysts, featuring inexpensive base-metals with low or even no platinum group metals to provide increased catalytic function and value for technology-driven automotive industry customers. The Catalyst division’s technical and manufacturing competence in the light duty vehicle market is aimed at meeting auto makers’ most stringent requirements, and it has supplied over eleven million parts to light duty vehicle customers since 2001. The Catalyst division also provides catalyst formulations for the Company’s Heavy Duty Diesel Systems division. Intersegment revenues are based on market prices. Heavy Duty Diesel Systems division — The Heavy Duty Diesel Systems division designs and manufactures exhaust emissions control solutions. This division offers a full range of DuraFit ™ division derives significant revenues from retrofit with a portfolio of solutions verified by the California Air Resources Board and the United States Environmental Protection Agency. Corporate — Corporate includes cost for personnel, insurance and public company expenses such as legal, audit and taxes that are not allocated down to the operating divisions. Summarized financial information for the Company’s reportable segments is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Revenues Catalyst $ 6,882 $ 6,289 $ 13,693 $ 12,100 Heavy Duty Diesel Systems 3,826 6,101 7,978 12,376 Eliminations (1) (770) (717) (1,392) (1,224) Total $ 9,938 $ 11,673 $ 20,279 $ 23,252 Income (loss) from operations Catalyst $ (157) $ 361 $ (715) $ 583 Heavy Duty Diesel Systems (484) 642 (862) 938 Corporate (1,419) (1,625) (3,129) (3,599) Eliminations (1) (48) 10 (116) (10) Total $ (2,108) $ (612) $ (4,822) $ (2,088) (1) Elimination of Catalyst revenue and profit in ending inventory related to sales to Heavy Duty Diesel Systems. Net sales by geographic region based on the location of sales organization is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 United States $ 6,296 $ 5,683 $ 12,643 $ 11,097 Canada 2,835 4,689 5,957 9,716 Europe 807 1,301 1,679 2,439 Total international 3,642 5,990 7,636 12,155 Total revenues $ 9,938 $ 11,673 $ 20,279 $ 23,252 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 14. Discontinued Operations The Reno Business On October 20, 2014, the Company completed the sale of its Reno Business for $1.3 million in cash. The net assets held for sale of the Reno Business were eliminated from the Company’s balance sheet as of the sale date, and the Company recognized a gain of $0.2 million. Historically, the Reno Business was a component of the Company’s Heavy Duty Diesel Systems division. Applied Utility Systems, Inc. The Company is undergoing a sales and use tax audit by the State of California (the “State”) on AUS for the period of 2007 through 2009. The audit has identified a project performed by the Company during that time period for which sales tax was not collected and remitted and for which the State asserts that proper documentation of resale may not have been obtained and that the Company owes sales tax of $1.5 million, inclusive of interest. The Company contends and believes that it received sufficient and proper documentation from its customer to support not collecting and remitting sales tax from that customer and is actively disputing the audit report with the State. On August 12, 2013, the Company appeared at an appeals conference with the State Board of Equalization (“BOE”). On July 21, 2014, the Company received a Decision and Recommendation (“D&R”) from the BOE. The D&R’s conclusion was that the basis for the calculation of the aforementioned $1.5 million tax due should be reduced from $12.2 million to $9.0 million with a commensurate reduction in the tax owed to the State. Regardless of this finding, the Company continues to believe that it will prevail in this matter, as it believes that the State did not adequately address the legal arguments related to the Company’s acceptance of the valid resale certificate from its customer. The Company has not agreed to these findings, and therefore, it will be appealing at a higher level at the BOE. Based on a re-audit, the BOE lowered the tax due to $0.9 million, inclusive of interest. However, the Company continues to not agree with these findings based on the aforementioned reasons, and it will continue with the appeals process. Accordingly, no accrual has been recorded for this matter as the Company does not assess a loss as being probable. Should the Company not prevail in this matter, it will pursue reimbursement from the customer for all assessments from the State. On November 15, 2013, BP Products North America (“BP”) instituted claims against Johnson Matthey (“JM”) as the parent company of and purchaser of Applied Utility Systems, Inc. (“AUS”), a former subsidiary of the Company. On May 12, 2010, JM tendered to the Company a claim for indemnification under the Asset Purchase Agreement dated October 1, 2009 (the “Asset Purchase Agreement”) among JM, the Company and AUS. On June 11, 2013, BP, JM and the Company entered into a settlement agreement and mutual release pursuant to which they settled all claims. This settlement agreement had no material impact on the Company. Under the indemnification clauses of the Asset Purchase Agreement, the Company may be liable for legal expenses incurred by JM. These legal costs may be offset against funds withheld by JM from the acquisition of AUS. In connection with the Asset Purchase Agreement, on October 1, 2009, JM presented the Company with an indemnification claim seeking recovery of the net amount of $0.9 million after offsetting the funds withheld by JM from the acquisition of AUS. These claims are for matters relating to various customer contracts that JM purchased, including the BP contract discussed above. The Company and JM entered into discussions relating to the application of offsets and the validity of the claims presented. The Company initially offered a settlement amount of $0.2 million during the fourth quarter of 2013, and during the third and fourth quarters of 2014, it offered increases to the settlement amount that have now increased its total settlement offer to $0.7 million. The expense for the value of these settlement offers was recorded in discontinued operations at the time that each offer was made, and the associated liability was included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets. On June 3, 2015, JM and the Company entered into a settlement and release agreement pursuant to which they settled all claims for the aforementioned offer of $0.7 million. This settlement was paid with an initial $0.1 million installment upon execution of the settlement and release agreement, and the remaining balance was paid in July 2015. In presenting discontinued operations, general corporate overhead expenses that have been historically allocated to the Reno Business for segment presentation purposes are not included in discontinued operations. The following table presents revenue and expense information for discontinued operations. Three Months Ended Six Months Ended June 30, 2014 June 30, 2014 Revenue $ 918 $ 1,801 Expenses (878) (1,766) Net income from discontinued operations $ 40 $ 35 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | a. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been reflected. Intercompany transactions and balances have been eliminated in consolidation. The results reported in these unaudited condensed consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), but is not required for interim reporting purposes, has been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. The preparation of financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ materially from those estimates. Discontinued Operations In October 2014, the Company completed the sale of substantially all of the assets of its Reno Business, and the operations of this business were classified as discontinued operations for all periods presented in this report. Discontinued operations also includes accruals and related costs for the Company’s estimated liability to settle its ongoing indemnification matters with Johnson Matthey (“JM”) associated with the sale of Applied Utility Systems, Inc. (“AUS”), a former subsidiary of the Company, in 2009. In the statements of cash flows, the cash flows of discontinued operations are separately classified and aggregated. For additional information, refer to Note 14, “Discontinued Operations”. All discussions and amounts in the consolidated financial statements and related notes for all periods presented relate to continuing operations only, unless otherwise noted. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | b. Concentration of Risk For the three months ended June 30, 2015 and 2014, one automotive OEM customer within the Catalyst segment accounted for 60% and 47%, respectively, of the Company’s revenues. For the six months ended June 30, 2015 and 2014, one automotive OEM customer within the Catalyst segment accounted for 59% and 45%, respectively, of the Company’s revenues. This customer accounted for 50% of the Company’s accounts receivable at June 30, 2015 and December 31, 2014. 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 2015 2014 2015 2014 A Substrates 34% 17% 37% 19% B Substrates 13% * 12% * C Substrates * 11% * 11% D Catalysts * * * 13% * less than 10% |
Earnings Per Share, Policy [Policy Text Block] | c. Net Loss per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares and dilutive potential common shares. Dilutive potential common shares include employee stock options and restricted share units and warrants and debt that are convertible into the Company’s common stock. Because the Company incurred net losses in the three and six months ended June 30, 2015 and 2014, the effect of potentially dilutive securities has been excluded in the computation of net loss per share as their impact would be anti-dilutive. Potentially dilutive common stock equivalents excluded were 2.8 million and 2.3 million shares during the three months ended June 30, 2015 and 2014, respectively. Potentially dilutive common stock equivalents excluded were 2.7 million and 2.1 million shares during the six months ended June 30, 2015 and 2014, respectively. |
Fair Value Measurement, Policy [Policy Text Block] | d. Fair Value Measurements The Company measures certain financial assets and liabilities at fair value in accordance with a hierarchy which requires an entity to maximize the use of observable inputs which reflect market data obtained from independent sources and minimize the use of unobservable inputs. There are three levels of inputs that may be used to measure fair value: · Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; · Level 2: Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable including quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active; and · Level 3: Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. The Company records its liability-classified warrants at fair value in accordance with the fair value measurement framework. For additional information, refer to Note 11, “Warrants”. The valuation inputs hierarchy classification for the warrant liability measured at fair value on a recurring basis is summarized as follows (in thousands): Warrant liability Level 1 Level 2 Level 3 June 30, 2015 - - $ 2,591 December 31, 2014 - - $ 1,474 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, 2015 2014 Balance at beginning of period $ 1,474 $ 939 Issuance of common stock warrants 845 1,531 Exercise of common stock warrants - (2,505) Remeasurement of common stock warrants 272 1,682 Balance at end of period $ 2,591 $ 1,647 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | e. Fair Value of Financial Instruments Accounting Standards Codification (“ ASC”) Topic 825, “Financial Instruments”, requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. The fair values of the Company’s cash, trade accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate carrying values due to the short maturity of these instruments. The fair value of the line of credit approximates its carrying value due to the variable interest rates. The fair value of shareholder notes payable calculated using level 3 inputs, using a Black-Scholes option-pricing model to value the debt’s conversion factor and a net present value model was $7.8 million and $7.7 million at June 30, 2015 and December 31, 2014, respectively. |
New Accounting Pronouncements, Policy [Policy Text Block] | f. 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 April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ". ASU No. 2015-03 requires that debt issuance costs related to a recognized debt liability be reported on the consolidated statements of financial condition as a direct deduction from the carrying amount of that debt liability. It is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period with early application permitted for financial statements that have not been previously issued. The Company has not elected to early adopt, and it does not expect the impact of the adoption of ASU No. 2015-03 to be material to its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement". ASU No. 2015-05 provides clarification on whether a cloud computing arrangement includes a software license. If a software license is included, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a software license is not included, the arrangement should be accounted for as a service contract. It is effective for reporting periods beginning after December 15, 2015, with early adoption permitted. Entities can elect to adopt the standard update prospectively or retrospectively to arrangements entered into, or materially modified, after the effective date. The Company does not expect to early adopt ASU 2015-05, and it is currently in the process of evaluating the impact of the adoption of ASU No. 2015-05 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 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 ending after December 15, 2016, including 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. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, Vendor Supplies 2015 2014 2015 2014 A Substrates 34% 17% 37% 19% B Substrates 13% * 12% * C Substrates * 11% * 11% D Catalysts * * * 13% * less than 10% |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Warrant liability Level 1 Level 2 Level 3 June 30, 2015 - - $ 2,591 December 31, 2014 - - $ 1,474 |
Schedule of Reconciliation of Warrants Liability [Table Text Block] | Six Months Ended June 30, 2015 2014 Balance at beginning of period $ 1,474 $ 939 Issuance of common stock warrants 845 1,531 Exercise of common stock warrants - (2,505) Remeasurement of common stock warrants 272 1,682 Balance at end of period $ 2,591 $ 1,647 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | June 30, December 31, 2015 2014 Raw materials $ 2,864 $ 2,744 Work in process 961 902 Finished goods 2,578 2,652 Inventories $ 6,403 $ 6,298 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Useful Life June 30, December 31, in Years 2015 2014 Trade name 15 - 20 $ 1,254 $ 1,293 Patents and know-how 5 - 12 4,337 4,529 Customer relationships 4 - 8 787 837 Intangible assets, Gross 6,378 6,659 Less accumulated amortization (4,087) (3,997) Intangible assets, Net $ 2,291 $ 2,662 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Years ending December 31 Remainder of 2015 $ 283 2016 $ 471 2017 $ 461 2018 $ 164 2019 $ 164 2020 $ 164 |
Accrued Expenses and Other Cu24
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities [TableText Block] | June 30, December 31, 2015 2014 Accrued salaries and benefits $ 1,409 $ 1,115 Accrued severance and other charges (1) 108 372 Accrued warranty (2) 342 373 Warrant liability (3) 2,591 1,474 Accrued indemnification settlement (4) 550 650 Liability for consigned precious metals 494 565 Other 1,400 1,640 Accrued expenses and other current liabilities $ 6,894 $ 6,189 (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". (4) For additional information, refer to Note 14, "Discontinued Operations". |
Severance and Other Charges (Ta
Severance and Other Charges (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Employee severance expense $ (5) $ 34 $ 1 $ 69 Lease exit costs - - - 43 Legal settlements - - - 265 Total severance and other charges $ (5) $ 34 $ 1 $ 377 |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | Lease Exit Severance Costs Total December 31, 2014 $ 293 $ 79 $ 372 Provision 1 - 1 Payments (231) (34) (265) June 30, 2015 $ 63 $ 45 $ 108 |
Accrued Warranty (Tables)
Accrued Warranty (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability [Table Text Block] | Six Months Ended June 30, 2015 2014 Balance at beginning of period $ 373 $ 453 Accrued warranty expense 219 363 Warranty claims paid (225) (338) Translation adjustment (25) 7 Balance at end of period $ 342 $ 485 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | June 30, December 31, 2015 2014 Line of credit with FGI $ 3,583 $ 2,841 $1.5 million, 8% shareholder note due 2016 (1) 1,612 1,598 $3.0 million, 8% subordinated convertible shareholder notes due 2016 (1) 2,962 2,947 $3.0 million, 8% shareholder note due 2016 (1) 2,951 2,931 Debt, Total 11,108 10,317 Less current portion (3,583) (2,841) Long-term debt, net of current portion $ 7,525 $ 7,476 (1) The aggregate amount of unamortized debt discount was $0.1 million and $0.2 million at June 30, 2015 and December 31, 2014, respectively. |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Warrants (Tables) [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Average Exercise Range of Shares Price Exercise Prices Outstanding at December 31, 2014 1,610,069 $ 3.54 $1.25 - $10.40 Issued 500,000 $ 2.65 $2.65 Outstanding at June 30, 2015 2,110,069 $ 3.33 $ 1.25 - $10.40 Exercisable at June 30, 2015 1,610,069 $ 3.54 $1.25 - $10.40 |
Black Scholes [Member] | |
Warrants (Tables) [Line Items] | |
Schedule of Share-based Payment Award Warrants, Valuation Assumptions [Table Text Block] | June 30, June 8, December 31, 2015 2015 2014 Issued April 2014 Number of warrants 812,000 812,000 CDTi stock price $ 1.84 $ 1.81 Strike price $ 4.20 $ 4.20 Expected volatility (1) 121.4% 86.6% Risk-free interest rate 1.4% 1.6% Dividend yield - - Expected life in years 4.3 4.8 Issued November 2014 Number of warrants 388,393 388,393 CDTi stock price $ 1.84 $ 1.81 Strike price $ 3.25 $ 3.25 Expected volatility (1) 122.5% 86.5% Risk-free interest rate 1.4% 1.6% Dividend yield - - Expected life in years 4.4 4.9 Issued June 2015 Number of warrants 500,000 500,000 CDTi stock price $ 1.84 $ 2.09 Strike price $ 2.65 $ 2.65 Expected volatility 106.4% 114.6% Risk-free interest rate 1.7% 1.8% Dividend yield - - Expected life in years 5.4 5.5 (1) During 2015, the Company's post-Merger historical volatility began to be considered representive of expected volatility for these warrants. |
Monte Carlo Simulation Model [Member] | |
Warrants (Tables) [Line Items] | |
Schedule of Share-based Payment Award Warrants, Valuation Assumptions [Table Text Block] | June 30, December 31, 2015 2014 Issued July 2013 Number of warrants 159,000 159,000 CDTi stock price $ 1.84 $ 1.81 Strike price $ 1.25 $ 1.25 Expected volatility 98.9% 103.6% Risk-free interest rate 1.0% 1.2% Dividend yield - - Expected life in years 3.0 3.5 Issued November 2014 Number of warrants 80,000 80,000 CDTi stock price $ 1.84 $ 1.81 Strike price $ 1.75 $ 1.75 Expected volatility (1) 106.6% 77.0% Risk-free interest rate 1.4% 1.6% Dividend yield - - Expected life in years 4.4 4.9 (1) During 2015, the Company's post-Merger historical volatility began to be considered representive of expected volatility for these warrants. |
Segment Reporting and Geograp29
Segment Reporting and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Revenues Catalyst $ 6,882 $ 6,289 $ 13,693 $ 12,100 Heavy Duty Diesel Systems 3,826 6,101 7,978 12,376 Eliminations (1) (770) (717) (1,392) (1,224) Total $ 9,938 $ 11,673 $ 20,279 $ 23,252 Income (loss) from operations Catalyst $ (157) $ 361 $ (715) $ 583 Heavy Duty Diesel Systems (484) 642 (862) 938 Corporate (1,419) (1,625) (3,129) (3,599) Eliminations (1) (48) 10 (116) (10) Total $ (2,108) $ (612) $ (4,822) $ (2,088) (1) Elimination of Catalyst revenue and profit in ending inventory related to sales to Heavy Duty Diesel Systems. |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 United States $ 6,296 $ 5,683 $ 12,643 $ 11,097 Canada 2,835 4,689 5,957 9,716 Europe 807 1,301 1,679 2,439 Total international 3,642 5,990 7,636 12,155 Total revenues $ 9,938 $ 11,673 $ 20,279 $ 23,252 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement [Table Text Block] | Three Months Ended Six Months Ended June 30, 2014 June 30, 2014 Revenue $ 918 $ 1,801 Expenses (878) (1,766) Net income from discontinued operations $ 40 $ 35 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 02, 2015 | Nov. 01, 2014 | Oct. 20, 2014 | Apr. 04, 2014 | Jun. 30, 2015 | May. 19, 2015 | Dec. 31, 2014 | Nov. 04, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | May. 15, 2012 |
Liquidity and Going Concern (Details) [Line Items] | |||||||||||
Retained Earnings (Accumulated Deficit) | $ (196,500) | $ (191,055) | |||||||||
Cash | 6,784 | 7,220 | $ 8,558 | $ 3,909 | |||||||
Long-term Line of Credit | 3,583 | $ 2,841 | |||||||||
Shelf Registration, Authorized Amount | $ 50,000 | $ 50,000 | |||||||||
Shelf Registration Public Float, Threshold | $ 75,000 | $ 75,000 | |||||||||
Shelf Registration, Units Sold (in Shares) | 2,500,000 | 2,030,000 | |||||||||
Shelf Registration, Unit Price (in Dollars per share) | $ 2.05 | $ 3.40 | |||||||||
Proceeds from Divestiture of Businesses | $ 1,300 | ||||||||||
Line Of Credit With FGI [Member] | |||||||||||
Liquidity and Going Concern (Details) [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 7,500 | ||||||||||
Long-term Line of Credit | 3,600 | ||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 3,900 | ||||||||||
Shelf Registration [Member] | |||||||||||
Liquidity and Going Concern (Details) [Line Items] | |||||||||||
Proceeds from Issuance of Common Stock and Warrants | $ 4,500 | $ 6,100 | |||||||||
Subscription Agreement [Member] | |||||||||||
Liquidity and Going Concern (Details) [Line Items] | |||||||||||
Stock Subscription Agreement,Number of Shares to be Purchased (in Shares) | 1,385,000 | ||||||||||
Proceeds from Issuance of Private Placement | $ 3,800 | ||||||||||
Kanis SA [Member] | |||||||||||
Liquidity and Going Concern (Details) [Line Items] | |||||||||||
Long-term Debt, Gross | $ 7,500 | ||||||||||
Common Stock [Member] | Shelf Registration [Member] | |||||||||||
Liquidity and Going Concern (Details) [Line Items] | |||||||||||
Shelf Registration, Units Sold, Share Component Per Unit (in Shares) | 1 | 1 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 0.2 | 0.4 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.65 | $ 4.20 | |||||||||
Reno Business [Member] | |||||||||||
Liquidity and Going Concern (Details) [Line Items] | |||||||||||
Proceeds from Divestiture of Businesses | $ 1,300 | ||||||||||
Series A Warrants [Member] | Subscription Agreement [Member] | Common Stock [Member] | |||||||||||
Liquidity and Going Concern (Details) [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 388,393 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 3.25 | ||||||||||
Share Price (in Dollars per share) | $ 2.80 | ||||||||||
Series B Warrants [Member] | Subscription Agreement [Member] | Common Stock [Member] | |||||||||||
Liquidity and Going Concern (Details) [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 168,571 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.01 | ||||||||||
Share Price (in Dollars per share) | $ 2.79 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 2.8 | 2.3 | 2.7 | 2.1 | |
Notes Payable, Fair Value Disclosure (in Dollars) | $ 7.8 | $ 7.8 | $ 7.7 | ||
Customer Concentration Risk [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | ||||
Supplier Concentration Risk [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | ||||
OEM Customer [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Catalyst [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration Risk, Percentage | 60.00% | 47.00% | 59.00% | 45.00% | |
OEM Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration Risk, Percentage | 50.00% | 50.00% |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details) - Concentration of risk raw materials purchases - Supplier Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Concentration Risk [Line Items] | ||||
Purchase of Raw Material, Concentration of Risk, Percentage | 10.00% | |||
Vendor A [Member] | ||||
Concentration Risk [Line Items] | ||||
Purchase of Raw Material, Concentration of Risk, Percentage | 34.00% | 17.00% | 37.00% | 19.00% |
Vendor A [Member] | Cost of Goods, Total [Member] | ||||
Concentration Risk [Line Items] | ||||
Supplies | Substrates | |||
Vendor B [Member] | ||||
Concentration Risk [Line Items] | ||||
Purchase of Raw Material, Concentration of Risk, Percentage | 13.00% | 12.00% | ||
Vendor B [Member] | Cost of Goods, Total [Member] | ||||
Concentration Risk [Line Items] | ||||
Supplies | Substrates | |||
Vendor C [Member] | ||||
Concentration Risk [Line Items] | ||||
Purchase of Raw Material, Concentration of Risk, Percentage | 11.00% | 11.00% | ||
Vendor C [Member] | Cost of Goods, Total [Member] | ||||
Concentration Risk [Line Items] | ||||
Supplies | Substrates* | |||
Vendor D [Member] | ||||
Concentration Risk [Line Items] | ||||
Purchase of Raw Material, Concentration of Risk, Percentage | 13.00% | |||
Vendor D [Member] | Cost of Goods, Total [Member] | ||||
Concentration Risk [Line Items] | ||||
Supplies | Catalysts*** |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details) - Valuation inputs hierarchy classification for the warrant liability measured at fair value on a recurring basis - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Inputs, Level 1 [Member] | ||
Summary of Significant Accounting Policies (Details) - Valuation inputs hierarchy classification for the warrant liability measured at fair value on a recurring basis [Line Items] | ||
Warrant liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Summary of Significant Accounting Policies (Details) - Valuation inputs hierarchy classification for the warrant liability measured at fair value on a recurring basis [Line Items] | ||
Warrant liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Summary of Significant Accounting Policies (Details) - Valuation inputs hierarchy classification for the warrant liability measured at fair value on a recurring basis [Line Items] | ||
Warrant liability | $ 2,591 | $ 1,474 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details) - Reconciliation of the warrant liability measured at fair value using Level 3 inputs - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Reconciliation of the warrant liability measured at fair value using Level 3 inputs [Abstract] | ||
Balance at beginning of period | $ 1,474 | $ 939 |
Issuance of common stock warrants | $ 845 | 1,531 |
Exercise of common stock warrants | (2,505) | |
Remeasurement of common stock warrants | $ 272 | 1,682 |
Balance at end of period | $ 2,591 | $ 1,647 |
Inventories (Details) - Compone
Inventories (Details) - Componets of Inventory - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Componets of Inventory [Abstract] | ||
Raw materials | $ 2,864 | $ 2,744 |
Work in process | 961 | 902 |
Finished goods | 2,578 | 2,652 |
Inventories | $ 6,403 | $ 6,298 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 0.2 | $ 0.1 | $ 0.3 | $ 0.3 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets (Details) - Intangible assets - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | $ 6,378 | $ 6,659 |
Less accumulated amortization | (4,087) | (3,997) |
Intangible assets, Net | 2,291 | 2,662 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 1,254 | 1,293 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 4,337 | 4,529 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | $ 787 | $ 837 |
Minimum [Member] | Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 15 years | |
Minimum [Member] | Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | |
Minimum [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 4 years | |
Maximum [Member] | Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 20 years | |
Maximum [Member] | Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 12 years | |
Maximum [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 8 years |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets (Details) - Estimated amortization expense $ in Thousands | Jun. 30, 2015USD ($) |
Estimated amortization expense [Abstract] | |
Remainder of 2015 | $ 283 |
2,016 | 471 |
2,017 | 461 |
2,018 | 164 |
2,019 | 164 |
2,020 | $ 164 |
Accrued Expenses and Other Cu40
Accrued Expenses and Other Current Liabilities (Details) - Accrued expenses and other current liabilities - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||||
Accrued salaries and benefits | $ 1,409 | $ 1,115 | ||
Accrued severance and other charges (1) | 108 | 372 | ||
Accrued warranty (2) | 342 | 373 | $ 485 | $ 453 |
Warrant liability (3) | 2,591 | 1,474 | $ 1,647 | $ 939 |
Accrued indemnification settlement (4) | 550 | 650 | ||
Liability for consigned precious metals | 494 | 565 | ||
Other | 1,400 | 1,640 | ||
Accrued expenses and other current liabilities | $ 6,894 | $ 6,189 |
Severance and Other Charges (De
Severance and Other Charges (Details) - Severance and other charges - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Severance and other charges | $ (5) | $ 34 | $ 1 | $ 377 |
Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and other charges | $ (5) | $ 34 | $ 1 | 69 |
Contract Termination [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and other charges | 43 | |||
Legal Settlement [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and other charges | $ 265 |
Severance and Other Charges (42
Severance and Other Charges (Details) - Company`s accrual for severance and other charges $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Severance and Other Charges (Details) - Company`s accrual for severance and other charges [Line Items] | |
December 31, 2014 | $ 372 |
Provision | 1 |
Payments | (265) |
June 30, 2015 | 108 |
Employee Severance [Member] | |
Severance and Other Charges (Details) - Company`s accrual for severance and other charges [Line Items] | |
December 31, 2014 | 293 |
Provision | 1 |
Payments | (231) |
June 30, 2015 | 63 |
Contract Termination [Member] | |
Severance and Other Charges (Details) - Company`s accrual for severance and other charges [Line Items] | |
December 31, 2014 | $ 79 |
Provision | |
Payments | $ (34) |
June 30, 2015 | $ 45 |
Accrued Warranty (Details) - Ch
Accrued Warranty (Details) - Changes in the Company`s product warranty reserve - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Changes in the Company`s product warranty reserve [Abstract] | ||
Balance at beginning of period | $ 373 | $ 453 |
Balance at end of period | 342 | 485 |
Accrued warranty expense | 219 | 363 |
Warranty claims paid | (225) | (338) |
Translation adjustment | $ (25) | $ 7 |
Debt (Details)
Debt (Details) - FGI Facility [Member] $ in Millions | Jun. 30, 2015USD ($) |
Debt (Details) [Line Items] | |
Pledged Assets Accounts Receivable Pledged as Collateral Gross Value | $ 2.9 |
Borrowings Outstanding Amount Against Pledged Accounts Receivable | 2.3 |
Borrowings Outstanding Amount Against Pleged Inventory | 1.3 |
Line of Credit Facility, Maximum Borrowing Capacity | $ 7.5 |
Debt (Details) - Components of
Debt (Details) - Components of Debt - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt (Details) - Components of Debt [Line Items] | ||
Line of credit with FGI | $ 3,583 | $ 2,841 |
Debt, Total | 11,108 | 10,317 |
Less current portion | (3,583) | (2,841) |
Long-term debt, net of current portion | 7,525 | 7,476 |
1.5 Million 8% Shareholder Note Due 2016 [Member] | ||
Debt (Details) - Components of Debt [Line Items] | ||
Shareholder Note Due 2016 | 1,612 | 1,598 |
3.0 Million 8% Subordinated Convertible Shareholder Notes Due 2016 [Member] | ||
(1) The aggregate amount of unamortized debt discount was $0.1 million and $0.2 million at June 30, 2015 and December 31, 2014, respectively. | ||
$3.0 million, 8% subordinated convertible shareholder notes due 2016 (1) | 2,962 | 2,947 |
3.0 million 8% Shareholder Note Due 2016 [Member] | ||
Debt (Details) - Components of Debt [Line Items] | ||
Shareholder Note Due 2016 | $ 2,951 | $ 2,931 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 02, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
Stockholders' Equity (Details) [Line Items] | |||
Proceeds from Issuance of Common Stock | $ 4,490 | $ 6,114 | |
Underwriting Agreement [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Gross Proceeds from Underwriting | 5,100 | ||
Proceeds from Issuance of Common Stock | 4,500 | ||
Adjustments to Additional Paid in Capital, Other | 3,700 | ||
Proceeds from Issuance of Common Stock and Warrants | 800 | ||
Issuance Cost | $ 100 | ||
Cowan & Company, LLC [Member] | Underwriting Agreement [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Underwriting Agreement Shares Authorized (in Shares) | 2,500,000 | ||
Offering Price (in Dollars per share) | $ 2.05 | ||
Public Offering Share Component Per Unit Sold (in Shares) | 1 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in Shares) | 1 | ||
Cowan & Company, LLC [Member] | Offering Warrants [Member] | Underwriting Agreement [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Public Offering Warrant Component Per Unit Sold (in Shares) | 0.2 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.65 | ||
Class of Warrant or Rights Period from Issuance Date for which Warrants or Rights Exercisable | 6 months |
Warrants (Details) - Warrant ac
Warrants (Details) - Warrant activity - $ / shares | Dec. 31, 2014 | Jun. 30, 2015 |
Warrants (Details) - Warrant activity [Line Items] | ||
Outstanding at December 31, 2014 (in Shares) | 1,610,069 | |
Outstanding at December 31, 2014 | $ 3.54 | |
Issued (in Shares) | 500,000 | |
Issued | $ 2.65 | |
Outstanding at June 30, 2015 (in Shares) | 2,110,069 | |
Outstanding at June 30, 2015 | $ 3.33 | |
Exercisable at June 30, 2015 (in Shares) | 1,610,069 | |
Exercisable at June 30, 2015 | $ 3.54 | |
Minimum [Member] | ||
Warrants (Details) - Warrant activity [Line Items] | ||
WarrantsOutstandingExercisePriceRangeWeightedAverageExercisePrice | 1.25 | 1.25 |
Issued | 2.65 | |
WarrantsOutstandingExercisePriceRangeWeightedAverageExercisePrice | 1.25 | 1.25 |
WarrantsExercisableExercisePriceRangeWeightedAverageExercisePrice | 1.25 | |
Maximum [Member] | ||
Warrants (Details) - Warrant activity [Line Items] | ||
WarrantsOutstandingExercisePriceRangeWeightedAverageExercisePrice | 10.40 | 10.40 |
Issued | 2.65 | |
WarrantsOutstandingExercisePriceRangeWeightedAverageExercisePrice | $ 10.40 | 10.40 |
WarrantsExercisableExercisePriceRangeWeightedAverageExercisePrice | $ 10.40 |
Warrants (Details) - Assumption
Warrants (Details) - Assumptions in Black Scholes option-pricing model to estimate the fair value of the warrant liability - Black Scholes [Member] - $ / shares | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 08, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Issued On April 2014 [Member] | |||
Warrants (Details) - Assumptions in Black Scholes option-pricing model to estimate the fair value of the warrant liability [Line Items] | |||
Number of warrants (in Shares) | 812,000 | 812,000 | |
CDTi stock price (in Dollars per share) | $ 1.84 | $ 1.81 | |
Strike price (in Dollars per share) | $ 4.20 | $ 4.20 | |
Expected volatility (1) | 121.40% | 86.60% | |
Risk-free interest rate | 1.40% | 1.60% | |
Dividend yield | |||
Expected life | 4 years 109 days | 4 years 292 days | |
Issued On November 2014 [Member] | |||
Warrants (Details) - Assumptions in Black Scholes option-pricing model to estimate the fair value of the warrant liability [Line Items] | |||
Number of warrants (in Shares) | 388,393 | 388,393 | |
CDTi stock price (in Dollars per share) | $ 1.84 | $ 1.81 | |
Strike price (in Dollars per share) | $ 3.25 | $ 3.25 | |
Expected volatility (1) | 122.50% | 86.50% | |
Risk-free interest rate | 1.40% | 1.60% | |
Dividend yield | |||
Expected life | 4 years 146 days | 4 years 328 days | |
Issued On June 2015 [Member] | |||
Warrants (Details) - Assumptions in Black Scholes option-pricing model to estimate the fair value of the warrant liability [Line Items] | |||
Number of warrants (in Shares) | 500,000 | 500,000 | |
CDTi stock price (in Dollars per share) | $ 2.09 | $ 1.84 | |
Strike price (in Dollars per share) | $ 2.65 | $ 2.65 | |
Expected volatility (1) | 114.60% | 106.40% | |
Risk-free interest rate | 1.80% | 1.70% | |
Dividend yield | |||
Expected life | 5 years 6 months | 5 years 146 days |
Warrants (Details) - Assumpti49
Warrants (Details) - Assumptions in Monte Carlo simulation model to estimate the fair value of the warrant liability - Monte Carlo Simulation Model [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Issued On July 2013 [Member] | ||
Warrants (Details) - Assumptions in Monte Carlo simulation model to estimate the fair value of the warrant liability [Line Items] | ||
Number of warrants (in Shares) | 159,000 | 159,000 |
CDTi stock price (in Dollars per share) | $ 1.84 | $ 1.81 |
Strike price (in Dollars per share) | $ 1.25 | $ 1.25 |
Expected volatility | 98.90% | 103.60% |
Risk-free interest rate | 1.00% | 1.20% |
Dividend yield | ||
Expected life in years | 3 years | 3 years 6 months |
Issued On November 2014 [Member] | ||
Warrants (Details) - Assumptions in Monte Carlo simulation model to estimate the fair value of the warrant liability [Line Items] | ||
Number of warrants (in Shares) | 80,000 | 80,000 |
CDTi stock price (in Dollars per share) | $ 1.84 | $ 1.81 |
Strike price (in Dollars per share) | $ 1.75 | $ 1.75 |
Expected volatility | 106.60% | 77.00% |
Risk-free interest rate | 1.40% | 1.60% |
Dividend yield | ||
Expected life in years | 4 years 146 days | 4 years 328 days |
Segment Reporting and Geograp50
Segment Reporting and Geographic Information (Details) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 2 |
Segment Reporting and Geograp51
Segment Reporting and Geographic Information (Details) - Company`s reportable segments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues | ||||
Revenues | $ 9,938 | $ 11,673 | $ 20,279 | $ 23,252 |
Income (loss) from operations | ||||
Income (loss) from operations | (2,108) | (612) | (4,822) | (2,088) |
Intersegment Eliminations [Member] | ||||
Revenues | ||||
Revenues | (770) | (717) | (1,392) | (1,224) |
Income (loss) from operations | ||||
Income (loss) from operations | (48) | 10 | (116) | (10) |
Catalyst [Member] | Operating Segments [Member] | ||||
Revenues | ||||
Revenues | 6,882 | 6,289 | 13,693 | 12,100 |
Income (loss) from operations | ||||
Income (loss) from operations | (157) | 361 | (715) | 583 |
Heavy Duty Diesel Systems [Member] | Operating Segments [Member] | ||||
Revenues | ||||
Revenues | 3,826 | 6,101 | 7,978 | 12,376 |
Income (loss) from operations | ||||
Income (loss) from operations | (484) | 642 | (862) | 938 |
Corporate Segment [Member] | Operating Segments [Member] | ||||
Income (loss) from operations | ||||
Income (loss) from operations | $ (1,419) | $ (1,625) | $ (3,129) | $ (3,599) |
Segment Reporting and Geograp52
Segment Reporting and Geographic Information (Details) - Net sales by geographic region - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | $ 9,938 | $ 11,673 | $ 20,279 | $ 23,252 |
UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 6,296 | 5,683 | 12,643 | 11,097 |
CANADA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 2,835 | 4,689 | 5,957 | 9,716 |
Europe [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 807 | 1,301 | 1,679 | 2,439 |
International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | $ 3,642 | $ 5,990 | $ 7,636 | $ 12,155 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Millions | Jun. 03, 2015 | Oct. 20, 2014 | Oct. 01, 2009 | Dec. 31, 2013 | Dec. 31, 2014 | Jun. 30, 2015 |
Discontinued Operations (Details) [Line Items] | ||||||
Proceeds from Divestiture of Businesses | $ 1.3 | |||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | $ 0.2 | |||||
Sales and Excise Tax Payable | $ 1.5 | |||||
Tax Calculation Basis | 12.2 | |||||
Payments for Legal Settlements | $ 0.1 | |||||
BOE Adjustment [Member] | ||||||
Discontinued Operations (Details) [Line Items] | ||||||
Sales and Excise Tax Payable | 0.9 | |||||
Tax Calculation Basis | $ 9 | |||||
Asset Purchase Agreement [Member] | ||||||
Discontinued Operations (Details) [Line Items] | ||||||
Disposal Group, Including Discontinued Operation, Increase in Estimated Litigation Reserve | $ 0.9 | |||||
Litigation Settlement, Amount | $ 0.2 | $ 0.7 |
Discontinued Operations (Deta54
Discontinued Operations (Details) - Revenue and expense information - Jun. 30, 2015 - USD ($) $ in Thousands | Total | Total |
Revenue and expense information [Abstract] | ||
Revenue | $ 918 | $ 1,801 |
Expenses | (878) | (1,766) |
Net income from discontinued operations | $ 40 | $ 35 |