Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 06, 2018 | |
Restricted cash | ||
Entity Registrant Name | Aqua Metals, Inc. | |
Entity Central Index Key | 1,621,832 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business Flag | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 38,932,437 | |
Trading Symbol | AQMS | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 28,772 | $ 22,793 |
Accounts receivable | 861 | 882 |
Inventory | 1,089 | 1,239 |
Prepaid expenses and other current assets | 322 | 770 |
Total current assets | 31,044 | 25,684 |
Non-current assets | ||
Property and equipment, net | 46,411 | 45,733 |
Intellectual property, net | 1,318 | 1,461 |
Other assets | 1,574 | 1,564 |
Total non-current assets | 49,303 | 48,758 |
Total assets | 80,347 | 74,442 |
Current liabilities | ||
Accounts payable | 1,874 | 1,436 |
Accrued expenses | 2,020 | 1,801 |
Deferred rent, current portion | 203 | 192 |
Notes payable, current portion | 323 | 405 |
Convertible note payable, current portion | 3,029 | |
Total current liabilities | 7,449 | 3,834 |
Deferred rent, non-current portion | 644 | 771 |
Asset retirement obligation | 733 | 701 |
Notes payable, non-current portion | 8,669 | 8,839 |
Convertible note payable, non-current portion | 1,332 | |
Total liabilities | 17,495 | 15,477 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock; $0.001 par value; 50,000,000 shares authorized; 38,779,710 and 27,554,076 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 39 | 27 |
Additional paid-in capital | 144,377 | 113,780 |
Accumulated deficit | (81,564) | (54,842) |
Total stockholders' equity | 62,852 | 58,965 |
Total liabilities and stockholders' equity | $ 80,347 | $ 74,442 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 50,000,000 | 50,000,000 |
Common stock, issued | 38,779,710 | 27,554,076 |
Common stock, outstanding | 38,779,710 | 27,554,076 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Product sales | $ 1,169 | $ 589 | $ 3,378 | $ 1,192 |
Operating cost and expense | ||||
Cost of product sales | 6,453 | 3,140 | 16,489 | 5,671 |
Research and development cost | 967 | 1,367 | 3,645 | 6,538 |
General and administrative expense | 2,174 | 1,925 | 7,862 | 4,897 |
Impairment charge | 2,411 | |||
Total operating expense | 9,594 | 6,432 | 27,996 | 19,517 |
Loss from operations | (8,425) | (5,843) | (24,618) | (18,325) |
Other income and expense | ||||
Interest expense | (919) | (454) | (2,225) | (1,250) |
Interest and other income | 81 | 7 | 123 | 28 |
Total other expense, net | (838) | (447) | (2,102) | (1,222) |
Loss before income tax expense | (9,263) | (6,290) | (26,720) | (19,547) |
Income tax expense | (2) | (2) | ||
Net loss | $ (9,263) | $ (6,290) | $ (26,722) | $ (19,549) |
Weighted average shares outstanding, basic and diluted | 38,779,710 | 20,265,020 | 32,553,939 | 19,732,372 |
Basic and diluted net loss per share | $ (0.24) | $ (0.31) | $ (0.82) | $ (0.99) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (26,722) | $ (19,549) |
Reconciliation of net loss to net cash used in operating activities | ||
Depreciation | 2,354 | 2,149 |
Amortization of intellectual property | 143 | 118 |
Accretion of asset retirement obligation | 32 | 21 |
Fair value of warrant modification, net | 402 | |
Stock-based compensation | 853 | 592 |
Amortization of debt discount | 1,152 | 206 |
Amortization of deferred financing costs | 64 | 63 |
Non-cash convertible note interest expense | 509 | 456 |
Impairment of acquired intellectual property | 2,411 | |
Loss on sale of equipment | 10 | |
Inventory write down | 179 | |
Changes in operating assets and liabilities | ||
Accounts receivable | 21 | (577) |
Inventory | (29) | (1,159) |
Prepaid expenses and other current assets | 448 | 150 |
Accounts payable | 483 | 1,152 |
Accrued expenses | 827 | 773 |
Deferred rent | (116) | (132) |
Net cash used in operating activities | (19,390) | (13,326) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (3,057) | (6,618) |
Other assets | (10) | |
Intellectual property related expenditures | (436) | |
Net cash used in investing activities | (3,067) | (7,054) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of transaction costs | 28,754 | 11,556 |
Payments on notes payable | (206) | (133) |
Payments on capital leases | (112) | (102) |
Net cash provided by financing activities | 28,436 | 11,321 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 5,979 | (9,059) |
Cash, cash equivalents and restricted cash at beginning of period | 22,793 | 26,582 |
Cash, cash equivalents and restricted cash at end of period | 28,772 | 17,523 |
Non-cash financing activities | ||
Capital lease | 38 | |
Total non-cash financing activities | 38 | |
Supplemental disclosure of non-cash transactions | ||
Change in property and equipment resulting from change in accounts payable | (45) | (344) |
Change in property and equipment resulting from change in accrued expenses | (8) | (702) |
Asset retirement obligation offset with asset retirement cost (property and equipment) | 670 | |
Fair value of common stock issued for intellectual property | 2,149 | |
Change in equity resulting from a change in accrued expenses | $ 600 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Aqua Metals, Inc. (the “Company”) was incorporated in Delaware and commenced operations on June 20, 2014 (inception). On January 27, 2015, the Company formed two wholly-owned subsidiaries, Aqua Metals Reno, Inc. (“AMR”) and Aqua Metals Operations, Inc. (collectively, the “Subsidiaries”), both incorporated in Delaware. The Company is engaged in the business of lead recycling through its patented and patent-pending AquaRefining TM |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The significant accounting policies and estimates used in preparation of the condensed consolidated financial statements are described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2017, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission, or the SEC, on March 15, 2018. There have been no material changes in the Company’s significant accounting policies during the three and nine months ended September 30, 2018 except for the implementation of Accounting Standards Update (“ASU”) No. 2016-18, Restricted Cash, (“ASU 2016-18”), as described below. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as found in the Accounting Standards Codification (“ASC”) and ASU of the Financial Accounting Standards Board (“FASB”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all the information and footnotes required by such accounting principles for complete financial statements. In the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary to present fairly each of the condensed consolidated balance sheet as of September 30, 2018, the condensed consolidated statements of operations for the three and nine months ended September 30, 2018 and September 30, 2017, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2018 and September 30, 2017, as applicable, have been made. The condensed consolidated balance sheet as of December 31, 2017 has been derived from the Company’s audited financial statements as of such date, but it does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the period ended December 31, 2017, which are included on Form 10-K filed with the Securities and Exchange Commission on March 15, 2018. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of results that may be expected for the year ended December 31, 2018. Principles of consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its Subsidiaries, both of which are wholly-owned subsidiaries. Significant inter-company accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of the condensed consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount and valuation of long-lived assets, the valuation of conversion features of convertible debt, valuation allowances for deferred tax assets, the determination of fair value of estimated asset retirement obligations, the determination of stock option expense and the determination of the fair value of stock warrants issued. Actual results could differ from those estimates. Restricted cash Restricted cash was comprised of funds held in escrow at Green Bank for the purpose of paying for the construction of the lead recycling plant building in McCarran, Nevada. During 2017, the building was completed, and the funds held in escrow were dispersed. In November 2016, the Financial Accounting Standards Board, FASB issued ASU No. 2016-18. The amendments in ASU 2016-18 require an entity to reconcile and explain the period-over-period change in total cash, cash equivalents and restricted cash within its statements of cash flows rather than reconciling and explaining the period-over-period change in total cash and cash equivalents (excluding restricted cash). The Company adopted this new ASU beginning January 1, 2018 using the required full retrospective approach. The adoption of this standard resulted in an increase in net cash used in investing activities of $1.1 million in the condensed consolidated statements of cash flows for the nine months ended September 30, 2017. As there is no restricted cash at September 30, 2018 or December 31, 2017, there is no effect on the nine-month period ending September 30, 2018. There was no restricted cash at September 30, 2017. Net loss per share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method or the if-converted method, as applicable. For purposes of this calculation, stock options, restricted stock units, or RSUs, and warrants to purchase common stock are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following outstanding shares subject to convertible notes, stock options, RSUs and warrants to purchase common stock were antidilutive due to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the nine months ended September 30, as indicated below. September 30, Excluded potentially dilutive securities (1): 2018 2017 Convertible note - principal 702,247 702,247 Options to purchase common stock 1,632,483 624,329 Unvested restricted stock units 107,723 - Financing warrants to purchase common stock 2,340,828 2,340,828 Total potential dilutive securities 4,783,281 3,667,404 (1) The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive. Segment and geographic information Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker views its operations and manages its business in one operating segment, and the Company operates in only one geographic segment. Concentration of credit risk Revenues from the following customers each represented at least 10% of total revenue for the three and nine months ended September 30, 2018 and 2017, respectively. They also represented a significant portion of our accounts receivable as of September 30, 2018 and December 31, 2017, respectively. Revenue Revenue Accounts Receivable Three months ended September 30, Nine months ended September 30, September 30, December 31, 2018 2017 2018 2017 2018 2017 Johnson Controls Battery Group, Inc. 94.7 % 96.1 % 86.4 % 95.2 % 94.8 % 95.4 % Ocean Partners USA, Inc. 0.0 % 0.0 % 10.0 % 0.0 % 0.0 % 0.0 % Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02 - Leases In June 2018, the FASB issued ASU 2018-07 – Compensation – Stock Compensation (ASC 718) Improvements to Nonemployee Share-Based Payment Accounting There were no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2018 that are of significance or potential significance to the Company. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue Recognition | 3. Revenue recognition Revenues are recognized when control of the promised goods is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. Generally, this occurs with the delivery of the Company’s products, primarily hard lead, lead compounds and plastics, to customers. Sales, value add, and other taxes, if any, that are collected concurrent with revenue-producing activities are excluded from revenue as they are subsequently remitted to governmental authorities. Incidental items that are immaterial in the context of the contract are recognized as expense. Freight and shipping costs related to the transfer of the Company’s products to customers are included in revenue and cost of product sales, to the extent that the Company bears these costs. Payment on invoices is generally due within 30 days of the invoice. The Company generates revenues by recycling lead acid batteries (“LABs”) and selling the recovered lead to its customers. Primary components of the recycling process include sales of recycled lead consisting of lead compounds, cast hard lead and cast AquaRefined lead as well as plastics. The Company commenced the shipment of products for sale, consisting of lead compounds and plastics, in April 2017, and through March 31, 2018, all revenue was derived from the sale of lead compounds and plastics. In April 2018, the Company began shipping lead bullion in addition to lead compounds and plastics. In June 2018, the Company began shipping high purity lead from its AquaRefining process. Arrangements with Multiple Performance Obligations Contracts with customers may include multiple performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company expects that many of its contracts will continue to have a single performance obligation as the promise to transfer individual goods will not be separately identifiable from other promises in the contracts and therefore, not distinct. For contracts with multiple performance obligations, revenue will be allocated to each performance obligation based on the Company’s best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling prices is based on prices charged separately to customers or expected cost-plus margin. Revenue from products transferred to customers at a single point in time, as noted above with the delivery of the Company’s products to customers, accounted for 100% of our revenue during the three and nine months ended September 30, 2018 and 2017. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Inventory consisted of the following (in thousands): September 30, December 31, 2018 2017 Finished goods $ 90 $ 512 Work in process 297 182 Raw materials 702 545 Total inventory $ 1,089 $ 1,239 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and equipment, net Property and equipment, net, consisted of the following (in thousands): Useful Life September 30, December 31, Asset Class (Years) 2018 2017 Operational equipment 3-10 $ 15,923 $ 15,457 Lab equipment 5 687 685 Computer equipment 3 195 174 Office furniture and equipment 3 330 326 Leasehold improvements 5-7 1,388 1,408 Land - 1,047 1,047 Building 39 24,859 24,847 Asset retirement cost 20 670 670 Equipment under construction 7,073 4,552 52,172 49,166 Less: accumulated depreciation (5,761 ) (3,433 ) Total property and equipment, net $ 46,411 $ 45,733 Depreciation expense was $0.8 million and $2.4 million for the three and nine months ended September 30, 2018, respectively, and $0.8 million and $2.1 million for the three and nine months ended September 30, 2017, respectively. Equipment under construction is primarily AquaRefining modules manufactured by the Company to be used in the McCarran, Nevada recycling plant. |
Asset Retirement Obligation
Asset Retirement Obligation | 9 Months Ended |
Sep. 30, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | 6. Asset Retirement Obligation ASC Topic 410-20, “Asset Retirement and Environmental Obligations, Asset Retirement Obligations” requires the recording of a liability in the period in which an asset retirement obligation (ARO) is incurred, in an amount equal to the discounted estimated fair value of the obligation that is capitalized. In each subsequent fiscal quarter, this liability is accreted up to the final retirement cost. The determination of the ARO is based on an estimate of the future cost to remove and decontaminate the McCarran facility upon closure. The actual costs could be higher or lower than current estimates. The discounted estimated fair value of the closure costs is $670,000 and the obligation was recorded as of March 31, 2017, when the obligation was deemed to have occurred. Offsetting this ARO is, as noted in Note 5 above, an asset retirement cost of the same amount that has been capitalized. The estimated fair value of the closure costs is based on vendor quotes to remove and decontaminate the McCarran facility in accordance with the Company’s closure plan as filed with the State of Nevada in its “Application for the Recycling of Hazardous Waste, by Written Determination” in 2016. Accretion of the ARO for the three and nine months ended September 30, 2018 was $11,000 and $32,000, respectively. Accretion of the ARO for the three and nine months ended September 30, 2017 was $11,000 and $21,000, respectively. The Company has entered into a facility closure trust agreement for the benefit of the Nevada Division of Environmental Protection (NDEP), an agency of the Nevada Division of Conservation and Natural Resources. Funds deposited in the trust are to be available, when and if needed, for potential decontamination and hazardous material cleanup in connection with the closure and/or post-closure care of the facility. The trustee will reimburse the Company or other persons as specified by the NDEP from the fund for closure and post-closure expenditures in such amounts as the NDEP shall direct in writing. Through December 31, 2017, $450,000 has been contributed to the trust fund; $220,000 will be due on October 31, 2018. |
Convertible Note Payable
Convertible Note Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | 7. Convertible Note Payable The convertible note payable is with Interstate Battery Systems International, Inc. (Interstate Battery) and is comprised of the following (in thousands): September 30, December 31, 2018 2017 Convertible note payable $ 5,000 $ 5,000 Accrued interest 1,470 961 Deferred financing costs, net (31 ) (67 ) Note discount (3,410 ) (4,562 ) Less current portion $ 3,029 - Convertible note payable, non-current portion $ - $ 1,332 The convertible note payable bears interest at 11% per annum and is due May 24, 2019. The original note discount was calculated as the allocated fair value of the warrants issued in connection with the transaction, which included the issuance of common stock, warrants and the convertible note, as well as the allocated fair value of the embedded conversion feature, subject to limitations on the absolute amount of discount attributable to the convertible notes and its allocated value. The discount is being amortized using the effective interest method over the three-year term of the note, maturing on May 24, 2019. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 8. Notes Payable AMR entered into a $10,000,000 loan with Green Bank on November 3, 2015. The term of the loan is twenty-one years. During the first twelve months, only interest was payable and thereafter monthly payments of interest and principal are due. The interest rate adjusts on the first day of each calendar quarter to the greater of six percent (6%) or two percent (2%) per annum above the minimum prime lending rate charged by large U.S. money center commercial banks as published in the Wall Street Journal. The terms of the Loan Agreement contain various affirmative and negative covenants. Among them, AMR must maintain a minimum debt service coverage ratio of 1.25 to 1.0 (beginning with the twelve-month period ending March 31, 2017), a maximum debt-to-net worth ratio of 1.0 to 1.0 and a minimum current ratio of 1.5 to 1.0. AMR was in compliance with all but the minimum debt service coverage ratio covenant as of and for each of the calendar quarters in the period March 31, 2017 through September 30, 2018. AMR has received a waiver for the minimum debt service coverage ratio covenant for each of the aforementioned calendar quarters. The net proceeds of the loan were used for the construction of the Company’s lead acid recycling operation McCarran, Nevada. Collateral for this loan is AMR’s accounts receivable, goods, equipment, fixtures, inventory, accessions and a certificate of deposit in the amount of $1,000,000. The loan is guaranteed by the United States Department of Agriculture Rural Development (“USDA”), in the amount of 90% of the principal amount of the loan. The Company paid a guarantee fee to the USDA in the amount of $270,000 at the time of closing and will be required to pay to the USDA an annual fee in the amount of 0.50% of the guaranteed portion of the outstanding principal balance of the loan as of December 31 of each year. Notes payable is comprised of the following (in thousands): September 30, December 31, 2018 2017 Notes payable, current portion Capital equipment leases $ 32 $ 128 Green Bank, net of issuance costs 291 277 Total notes payable, current portion $ 323 $ 405 Notes payable, non-current portion Capital equipment leases $ 33 $ 11 Green Bank, net of issuance costs 8,636 8,828 Total notes payable, non-current portion $ 8,669 $ 8,839 The costs associated with obtaining the Green Bank loan were recorded as a reduction to the carrying amount of the note and are being amortized as interest expense within the condensed consolidated statements of operations over the twenty-one year life of the loan. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity Shares issued On June 18, 2018, the Company completed a public offering of 10,085,500 shares of its common stock, at the price of $2.85 per share, for gross proceeds of $28.7 million. After the payment of underwriter discounts and offering expenses, the Company received net proceeds of approximately $26.6 million. 1,072,500 shares of common stock were issued during January 2018 upon exercise of the overallotment option related to the December 2017 public offering, netting proceeds to the Company of $2.1 million. The Company issued 65,600 shares of common stock upon vesting of Restricted Stock Units during the nine months ended September 30, 2018. Additionally, the Company issued 2,034 shares of common stock pursuant to the Officers and Directors Purchase Plan during the nine months ended September 30, 2018 for proceeds of $4,000. Warrant modification On June 24, 2018, the Company entered into a series of agreements (see Note 10 for details) with Interstate Battery, which modified the terms of a warrant to purchase 702,247 shares of our common stock by reducing the exercise price of the warrant from $7.12 per share to $3.33 per share and extended the expiration date of the warrant from June 24, 2018 to June 23, 2020. The expiration date had previously been extended from May 2018 to June 2018 as part of the overall negotiations. The incremental fair value resulting from this modification was calculated to be $1.0 million using the Black-Scholes-Merton Option Pricing Model with the assumptions as follows: $3.26 per share fair value on the date of modification; 2-year term; 80.2% volatility; 2.56% discount rate and 0% annual dividend rate. The Company previously recorded $0.6 million in general and administrative expense during the year ended December 31, 2017 with the offset in accrued liabilities as an estimate of this liability. Upon modification, the Company recorded an additional $0.4 million in general and administrative expense for the three months ended June 30, 2018, relieved $0.6 million in accrued liabilities with the $1.0 million offset to additional paid-in capital. Stock-based compensation The stock-based compensation expense attributable to option grants was allocated as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Cost of product sales $ 35 $ 17 $ 132 $ 41 Research and development cost 26 62 215 222 General and administrative expense 300 46 506 329 Total $ 361 $ 125 $ 853 $ 592 The following assumptions were used in the Black-Scholes-Merton pricing model to estimate the fair value of options granted during the periods presented. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Expected stock volatility 78.0%-79.3 % 70.7%-71.4 % 78.0%-86.3 % 70.7%-72.7 % Risk free interest rate 2.6%-2.9 % 1.5%-1.7 % 2.1%-2.9 % 1.4%-1.8 % Expected years until exercise 3.5 % 3.5 % 2.5 - 3.5 % 2.5 - 3.5 % Dividend yield 0 % 0 % 0 % 0 % There were no stock option exercises during the three and nine months ended September 30, 2018. Stock option issuances In connection with his appointment as President of the Company in May 2018, Stephen Cotton was awarded options to purchase up to 840,000 shares of the Company’s common stock. Options to purchase 420,000 common shares are exercisable over a five-year period at an exercise price of $3.00 per share. Options to purchase 210,000 common shares are exercisable over a five-year period at an exercise price of $5.00 per share and options to purchase 210,000 common shares are exercisable over a five-year period at an exercise price of $7.00 per share. The options vest in 1/36 th Stock option modification In connection with his termination, the stock options of the Company’s former CEO were modified to extend the exercise period upon termination from 90 days to 2 years. The expense related to the modification of these stock option awards was approximately $15,000. Restricted Stock Units In April 2018, the Company granted 150,000 restricted stock units (RSUs), all of which were subject to vesting, with a grant fair value of $339,000 to its then-Chief Financial Officer, Francis Knuettel II, as part of his employment agreement. Mr. Knuettel resigned in August 2018 and all of the RSUs expired by their terms prior to vesting. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies On April 19, 2018, Stephen Clarke resigned as president and chief executive officer and as a member of the Board. Dr. Clarke’s resignation as an officer the Company was treated as a termination without cause under his employment agreement with the Company. Pursuant to his employment agreement, Dr. Clarke was entitled to one-time severance benefits that includes severance and benefits continuation expense of approximately $0.9 million paid out over a 2-year period in consideration of his execution of a customary release and separation agreement. Additionally, as noted above, Dr. Clarke was granted an extension of the exercise period of his stock options upon termination from 90 days to 2 years. The expense related to the modification of these stock option awards was approximately $15,000. Interstate Battery Agreement commitment Pursuant to the 2016 Interstate Battery Investor Rights Agreement, the Company had agreed to compensate Interstate Battery should either Stephen Clarke, the Company’s former chief executive officer, or Selwyn Mould, the Company’s current chief operating officer, no longer hold such positions or no longer devote substantially all of their business time and attention to the Company, whether as a result of resignation, death, disability or otherwise (such an event referred to as a “key-man event”). The Company had agreed to pay Interstate Battery $2.0 million, per occurrence, if either officer is subject to a key-man event during the two years following May 18, 2016. The Company also agreed to pay Interstate Battery $2.0 million if either or both officers are subject to a key-man event during the third year following May 18, 2016. Pursuant to the Interstate Battery Investor Rights Agreement, the key-man payments are payable, at the option of the Company, in cash or shares of the Company’s common stock. Pursuant to the agreement, if Interstate Battery, in its sole and absolute discretion, agrees with the Company on mutually acceptable replacements. for Messrs. Clarke and/or Mould, as the case may be, the key man penalties shall be deemed waived by Interstate Battery. Interstate Battery had previously raised a claim that the Company was in technical breach of a negative covenant under the Credit Agreement dated May 18, 2016 between the Company and Interstate Battery. The claimed breach related to the Company’s failure to obtain Interstate Battery’s prior written consent to its acquisition of Ebonex IPR, Ltd. On June 24, 2018, the Company entered into a series of agreements with Interstate Battery, including an amendment to the Investor Rights Agreement. Pursuant to the amendment to the Investor Rights Agreement, Interstate Battery agreed to waive all payments under the key-man provisions of the Investor Rights Agreement with respect to the resignation of the Company’s former chief executive officer, Stephen Clarke. In addition, the parties agreed that the Company, at its option, can elect to eliminate the key-man event and all related key-man payments associated with Mr. Mould by (i) paying Interstate Battery a one-time fee of $0.5 million, payable in cash and (ii) agreeing to pay Interstate Battery $2.0 million, payable at the Company’s election in cash or shares of its common stock, should the Company’s current president, Stephen Cotton no longer serve as president of the Company during the period ending May 18, 2019. Additionally: ● With respect to a Credit Agreement dated May 18, 2016 between the Company and Interstate Battery, Interstate Battery waived the alleged breach of the Credit Agreement based on the Company’s acquisition of Ebonex IPR, Ltd.; ● The Company adjusted the terms of a warrant to purchase 702,247 shares of its common stock issued to Interstate Battery in May 2016, pursuant to which the exercise price of the warrant was decreased from $7.12 per share to $3.33 per share and the expiration date of the warrant was extended to June 23, 2020; and ● Interstate Battery agreed to provide the Company with more favorable pricing and payment terms under the Supply Agreement dated May 18, 2016 pursuant to which the Company buys used lead acid batteries from Interstate Battery. Johnson Controls Agreement Commitment Pursuant to the Johnson Controls Investor Rights Agreement, the Company has agreed to compensate Johnson Controls should either Stephen Clarke, the Company’s former chief executive officer, or Selwyn Mould, the Company’s current chief operating officer, no longer hold such positions or no longer devote substantially all of their business time and attention to the Company, whether as a result of resignation, death, disability or otherwise (such an event referred to as a “key-man event”). The Company has agreed to pay Johnson Controls $1.0 million per occurrence, if either officer is subject to a key-man event during the 18 months following February 7, 2017. The Company also agreed to pay Johnson Controls $1.0 million if either or both key-man events occur after 18 months and prior to 30 months following February 7, 2017. Pursuant to the Johnson Controls Investor Rights Agreement, the key-man payments are payable, at the option of the Company, in cash or shares of the Company’s common stock. Pursuant to the agreement, if Johnson Controls, in its sole and absolute discretion, agrees with the Company on mutually acceptable replacements. for Messrs. Clarke and/or Mould, as the case may be, the key man penalties shall be deemed waived by Johnson Controls. Legal proceedings Beginning on December 15, 2017, three purported class action lawsuits were filed in the United Stated District Court for the Northern District California against the Company, Stephen Clarke, Thomas Murphy and Mark Weinswig. On March 23, 2018, the cases were consolidated under the caption In Re: Aqua Metals, Inc. Securities Litigation Case No 3:17-cv-07142. On May 23, 2018, the Court appointed lead plaintiffs and approved counsel for the lead plaintiffs. On July 20, 2018, the lead plaintiffs filed a consolidated amended complaint (“Amended Complaint”), on behalf of a class of persons who purchased the Company’s securities between May 19, 2016 and November 9, 2017, against the Company, Stephen Clarke, Thomas Murphy and Selwyn Mould. The Amended Complaint alleges the defendants made false and misleading statements concerning the Company’s lead recycling operations in violation of Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 promulgated thereunder. The Amended Complaint seeks to hold the individual defendants as control persons pursuant to Section 20(a) of the Exchange Act. The Amended Complaint also alleges a violation of Section 11 of the Securities Act of 1933 (“Securities Act”) based on alleged false and misleading statements concerning the Company’s lead recycling operations contained in, or incorporated by reference in, the Company’s Registration Statement on Form S-3 filed in connection with its November 2016 public offering. That claim is asserted on behalf of a class of persons who purchased shares pursuant to, or that are traceable to, that Registration Statement. The Amended Complaint seeks to hold the individual defendants liable as control persons pursuant to Section 15 of the Securities Act. The Amended Complaint seeks unspecified damages and plaintiffs’ attorneys’ fees and costs. On September 18, 2018, the defendants filed a motion to dismiss the Amended Complaint in its entirety. The plaintiff has not yet filed its opposition to the motion. The Company denies that the claims in the Amended Complaint have any merit and it intends to vigorously defend the action. Beginning on February 2, 2018, five purported shareholder derivative actions were filed in the United States District Court for the District of Delaware against the Company and certain of its current and former executive officers and directors, Stephen R. Clarke, Selwyn Mould, Thomas Murphy, Mark Weinswig, Vincent DiVito, Mark Slade and Mark Stevenson. On May 3, 2018, the cases were consolidated under the caption In re Aqua Metals, Inc. Stockholder Derivative Litigation, Case No. 1:18-cv-00201-LPS (D. Del.). The complaints were filed by persons claiming to be stockholders of Aqua Metals and generally allege that certain of the Company’s officers and directors breached their fiduciary duties to the Company by violating the federal securities laws and exposing the Company to possible financial liability. The complaints seek unspecified damages and plaintiffs’ attorneys’ fees and costs. The parties have entered into a stipulation staying the action until 30 days after a decision on the Company’s motion to dismiss the Amended Complaint in the class action described above. The Company denies that the claims in the shareholder derivative action have any merit and it intends to vigorously defend the action. The Company is not party to any other legal proceedings. The Company may, from time to time, be party to litigation and subject to claims incident to the ordinary course of business. As its growth continues, the Company may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of any future matters could materially affect its future financial position, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events The Company has evaluated subsequent events through the date which the condensed consolidated financial statements were available to be issued. In October 2018, the Company moved its corporate headquarters to its McCarran, Nevada facility and ceased to use its Alameda, California facility. The Company is in the process of seeking a tenant for this property and will record a liability for the present value of remaining lease payments less estimated sublease income in the fourth quarter of 2018. Additionally, the Company will write-off the net book value of its leasehold improvements of approximately $0.8 million during the fourth quarter of 2018. The restructuring charge incurred by the Company related to the relocation was not material. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as found in the Accounting Standards Codification (“ASC”) and ASU of the Financial Accounting Standards Board (“FASB”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all the information and footnotes required by such accounting principles for complete financial statements. In the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary to present fairly each of the condensed consolidated balance sheet as of September 30, 2018, the condensed consolidated statements of operations for the three and nine months ended September 30, 2018 and September 30, 2017, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2018 and September 30, 2017, as applicable, have been made. The condensed consolidated balance sheet as of December 31, 2017 has been derived from the Company’s audited financial statements as of such date, but it does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the period ended December 31, 2017, which are included on Form 10-K filed with the Securities and Exchange Commission on March 15, 2018. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of results that may be expected for the year ended December 31, 2018. |
Principles of Consolidation | Principles of consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its Subsidiaries, both of which are wholly-owned subsidiaries. Significant inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of estimates The preparation of the condensed consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount and valuation of long-lived assets, the valuation of conversion features of convertible debt, valuation allowances for deferred tax assets, the determination of fair value of estimated asset retirement obligations, the determination of stock option expense and the determination of the fair value of stock warrants issued. Actual results could differ from those estimates. |
Restricted Cash | Restricted cash Restricted cash was comprised of funds held in escrow at Green Bank for the purpose of paying for the construction of the lead recycling plant building in McCarran, Nevada. During 2017, the building was completed, and the funds held in escrow were dispersed. In November 2016, the Financial Accounting Standards Board, FASB issued ASU No. 2016-18. The amendments in ASU 2016-18 require an entity to reconcile and explain the period-over-period change in total cash, cash equivalents and restricted cash within its statements of cash flows rather than reconciling and explaining the period-over-period change in total cash and cash equivalents (excluding restricted cash). The Company adopted this new ASU beginning January 1, 2018 using the required full retrospective approach. The adoption of this standard resulted in an increase in net cash used in investing activities of $1.1 million in the condensed consolidated statements of cash flows for the nine months ended September 30, 2017. As there is no restricted cash at September 30, 2018 or December 31, 2017, there is no effect on the nine-month period ending September 30, 2018. There was no restricted cash at September 30, 2017. |
Net Loss Per Share | Net loss per share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method or the if-converted method, as applicable. For purposes of this calculation, stock options, restricted stock units, or RSUs, and warrants to purchase common stock are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following outstanding shares subject to convertible notes, stock options, RSUs and warrants to purchase common stock were antidilutive due to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the nine months ended September 30, as indicated below. September 30, Excluded potentially dilutive securities (1): 2018 2017 Convertible note - principal 702,247 702,247 Options to purchase common stock 1,632,483 624,329 Unvested restricted stock units 107,723 - Financing warrants to purchase common stock 2,340,828 2,340,828 Total potential dilutive securities 4,783,281 3,667,404 (1) The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive. |
Segment and Geographic Information | Segment and geographic information Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker views its operations and manages its business in one operating segment, and the Company operates in only one geographic segment. |
Concentration of Credit Risk | Concentration of credit risk Revenues from the following customers each represented at least 10% of total revenue for the three and nine months ended September 30, 2018 and 2017, respectively. They also represented a significant portion of our accounts receivable as of September 30, 2018 and December 31, 2017, respectively. Revenue Revenue Accounts Receivable Three months ended September 30, Nine months ended September 30, September 30, December 31, 2018 2017 2018 2017 2018 2017 Johnson Controls Battery Group, Inc. 94.7 % 96.1 % 86.4 % 95.2 % 94.8 % 95.4 % Ocean Partners USA, Inc. 0.0 % 0.0 % 10.0 % 0.0 % 0.0 % 0.0 % |
Recent Accounting Pronouncements | Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02 - Leases In June 2018, the FASB issued ASU 2018-07 – Compensation – Stock Compensation (ASC 718) Improvements to Nonemployee Share-Based Payment Accounting There were no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2018 that are of significance or potential significance to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Potentially Dilutive Securities | The following outstanding shares subject to convertible notes, stock options, RSUs and warrants to purchase common stock were antidilutive due to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the nine months ended September 30, as indicated below. September 30, Excluded potentially dilutive securities (1): 2018 2017 Convertible note - principal 702,247 702,247 Options to purchase common stock 1,632,483 624,329 Unvested restricted stock units 107,723 - Financing warrants to purchase common stock 2,340,828 2,340,828 Total potential dilutive securities 4,783,281 3,667,404 (1) The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive. |
Schedule of Concentration of Credit Risk | Revenues from the following customers each represented at least 10% of total revenue for the three and nine months ended September 30, 2018 and 2017, respectively. They also represented a significant portion of our accounts receivable as of September 30, 2018 and December 31, 2017, respectively. Revenue Revenue Accounts Receivable Three months ended September 30, Nine months ended September 30, September 30, December 31, 2018 2017 2018 2017 2018 2017 Johnson Controls Battery Group, Inc. 94.7 % 96.1 % 86.4 % 95.2 % 94.8 % 95.4 % Ocean Partners USA, Inc. 0.0 % 0.0 % 10.0 % 0.0 % 0.0 % 0.0 % |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following (in thousands): September 30, December 31, 2018 2017 Finished goods $ 90 $ 512 Work in process 297 182 Raw materials 702 545 Total inventory $ 1,089 $ 1,239 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, and Equipment | Property and equipment, net, consisted of the following (in thousands): Useful Life September 30, December 31, Asset Class (Years) 2018 2017 Operational equipment 3-10 $ 15,923 $ 15,457 Lab equipment 5 687 685 Computer equipment 3 195 174 Office furniture and equipment 3 330 326 Leasehold improvements 5-7 1,388 1,408 Land - 1,047 1,047 Building 39 24,859 24,847 Asset retirement cost 20 670 670 Equipment under construction 7,073 4,552 52,172 49,166 Less: accumulated depreciation (5,761 ) (3,433 ) Total property and equipment, net $ 46,411 $ 45,733 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | The convertible note payable is with Interstate Battery Systems International, Inc. (Interstate Battery) and is comprised of the following (in thousands): September 30, December 31, 2018 2017 Convertible note payable $ 5,000 $ 5,000 Accrued interest 1,470 961 Deferred financing costs, net (31 ) (67 ) Note discount (3,410 ) (4,562 ) Less current portion $ 3,029 - Convertible note payable, non-current portion $ - $ 1,332 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable is comprised of the following (in thousands): September 30, December 31, 2018 2017 Notes payable, current portion Capital equipment leases $ 32 $ 128 Green Bank, net of issuance costs 291 277 Total notes payable, current portion $ 323 $ 405 Notes payable, non-current portion Capital equipment leases $ 33 $ 11 Green Bank, net of issuance costs 8,636 8,828 Total notes payable, non-current portion $ 8,669 $ 8,839 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Allocation of Stock-based Compensation | The stock-based compensation expense attributable to option grants was allocated as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Cost of product sales $ 35 $ 17 $ 132 $ 41 Research and development cost 26 62 215 222 General and administrative expense 300 46 506 329 Total $ 361 $ 125 $ 853 $ 592 |
Schedule of Assumptions Used in Black-Scholes-Merton Option-Pricing Model | The following assumptions were used in the Black-Scholes-Merton pricing model to estimate the fair value of options granted during the periods presented. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Expected stock volatility 78.0%-79.3 % 70.7%-71.4 % 78.0%-86.3 % 70.7%-72.7 % Risk free interest rate 2.6%-2.9 % 1.5%-1.7 % 2.1%-2.9 % 1.4%-1.8 % Expected years until exercise 3.5 % 3.5 % 2.5 - 3.5 % 2.5 - 3.5 % Dividend yield 0 % 0 % 0 % 0 % |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018USD ($)Segments | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Accounting Policies [Abstract] | |||
Increase in net cash used in investing activities | $ 1,100 | ||
Restricted cash | |||
Number of operating segments | Segments | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Computation of Potentially Dilutive Securities (Details) - shares | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | ||
Total potential dilutive securities | [1] | 4,783,281 | 3,667,404 |
Convertible Note - Principal [Member] | |||
Total potential dilutive securities | [1] | 702,247 | 702,247 |
Options to Purchase Common Stock [Member] | |||
Total potential dilutive securities | [1] | 1,632,483 | 624,329 |
Unvested Restricted Stock Units [Member] | |||
Total potential dilutive securities | [1] | 107,723 | |
Financing Warrants to Purchase Common Stock [Member] | |||
Total potential dilutive securities | [1] | 2,340,828 | 2,340,828 |
[1] | The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Concentration of Credit Risk (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Johnson Controls Battery Group, Inc. [Member] | Sales Revenue, Net [Member] | |||||
Concentration Risk, Percentage | 94.70% | 96.10% | 86.40% | 95.20% | |
Johnson Controls Battery Group, Inc. [Member] | Accounts Receivable [Member] | |||||
Concentration Risk, Percentage | 94.80% | 95.40% | |||
Ocean Partners USA, Inc. [Member] | Sales Revenue, Net [Member] | |||||
Concentration Risk, Percentage | 0.00% | 0.00% | 10.00% | 0.00% | |
Ocean Partners USA, Inc. [Member] | Accounts Receivable [Member] | |||||
Concentration Risk, Percentage | 0.00% | 0.00% |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||||
Percentage of revenue accounted products transferred to customers | 100.00% | 100.00% | 100.00% | 100.00% |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 90 | $ 512 |
Work in process | 297 | 182 |
Raw materials | 702 | 545 |
Total inventory | $ 1,089 | $ 1,239 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 800 | $ 800 | $ 2,354 | $ 2,149 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Property and equipment, gross | $ 52,172 | $ 49,166 |
Less: accumulated depreciation | (5,761) | (3,433) |
Total property and equipment, net | 46,411 | 45,733 |
Operational Equipment [Member] | ||
Property and equipment, gross | $ 15,923 | 15,457 |
Operational Equipment [Member] | Minimum [Member] | ||
Useful Life (Years) | 3 years | |
Operational Equipment [Member] | Maximum [Member] | ||
Useful Life (Years) | 10 years | |
Lab Equipment [Member] | ||
Property and equipment, gross | $ 687 | 685 |
Useful Life (Years) | 5 years | |
Computer Equipment [Member] | ||
Property and equipment, gross | $ 195 | 174 |
Useful Life (Years) | 3 years | |
Office Furniture and Equipment [Member] | ||
Property and equipment, gross | $ 330 | 326 |
Useful Life (Years) | 3 years | |
Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 1,388 | 1,408 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Useful Life (Years) | 5 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Useful Life (Years) | 7 years | |
Land [Member] | ||
Property and equipment, gross | $ 1,047 | 1,047 |
Useful Life (Years) | 0 years | |
Building [Member] | ||
Property and equipment, gross | $ 24,859 | 24,847 |
Useful Life (Years) | 39 years | |
Asset Retirement Cost [Member] | ||
Property and equipment, gross | $ 670 | 670 |
Useful Life (Years) | 20 years | |
Equipment Under Construction [Member] | ||
Property and equipment, gross | $ 7,073 | $ 4,552 |
Asset Retirement Obligation (De
Asset Retirement Obligation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Mar. 31, 2017 | |
Asset retirement obligation | $ 733 | $ 733 | $ 701 | $ 670 | ||
Accretion expense | $ 11 | $ 11 | $ 32 | $ 21 | ||
Other Assets [Member] | ||||||
Contributed to the Trust Fund | 450 | |||||
Contributed to the Trust Fund will be due on October 31, 2018 | $ 220 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - 11% Convertible Notes [Member] - Interstate Battery Systems International, Inc. [Member] | 9 Months Ended |
Sep. 30, 2018 | |
Short-term Debt [Line Items] | |
Convertible note interest rate | 11.00% |
Maturity date | May 24, 2019 |
Amortized period | 3 years |
Convertible Note Payable - Sche
Convertible Note Payable - Schedule of Convertible Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Convertible note payable | $ 5,000 | $ 5,000 |
Accrued interest | 1,470 | 961 |
Deferred financing costs, net | (31) | (67) |
Note discount | (3,410) | (4,562) |
Less current portion | 3,029 | |
Convertible note payable, non-current portion | $ 1,332 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) $ in Thousands | Nov. 03, 2015 | Sep. 30, 2018 | Dec. 31, 2017 |
Principle amount | $ 5,000 | $ 5,000 | |
Green Bank [Member] | |||
Principle amount | $ 10,000 | ||
Term of the loan | 21 years | ||
Interest rate terms | The first twelve months, only interest was payable and thereafter monthly payments of interest and principal are due. | ||
Debt interest rate, description | The interest rate adjusts on the first day of each calendar quarter to the greater of six percent (6%) or two percent (2%) per annum above the minimum prime lending rate charged by large U.S. money center commercial banks as published in the Wall Street Journal. | ||
Description of covenant loan | AMR must maintain a minimum debt service coverage ratio of 1.25 to 1.0 (beginning with the twelve-month period ending March 31, 2017), a maximum debt-to-net worth ratio of 1.0 to 1.0 and a minimum current ratio of 1.5 to 1.0. AMR was in compliance with all but the minimum debt service coverage ratio covenant | ||
Collateral amount of loan | $ 1,000 | ||
Description of collateral loan | Collateral for this loan is AMR's accounts receivable, goods, equipment, fixtures, inventory, accessions and a certificate of deposit in the amount of $1,000,000. The loan is guaranteed by the United States Department of Agriculture Rural Development ("USDA"), in the amount of 90% of the principal amount of the loan. The Company paid a guarantee fee to the USDA in the amount of $270,000 at the time of closing and will be required to pay to the USDA an annual fee in the amount of 0.50% of the guaranteed portion of the outstanding principal balance of the loan as of December 31 of each year. | ||
Guarantee fee, amount | $ 270 | ||
Annual fee, percentage | 0.50% |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Total notes payable, current portion | $ 323 | $ 405 |
Total notes payable, non-current portion | 8,669 | 8,839 |
Green Bank [Member] | ||
Total notes payable, current portion | 291 | 277 |
Total notes payable, non-current portion | 8,636 | 8,828 |
Capital Equipment Leases [Member] | ||
Total notes payable, current portion | 32 | 128 |
Total notes payable, non-current portion | $ 33 | $ 11 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 24, 2018 | Jun. 18, 2018 | May 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | May 31, 2016 |
Number of shares issued related public offering | 10,085,500 | |||||||||||
Sale of stock issued price per share | $ 2.85 | |||||||||||
Gross proceeds from public offering | $ 28,700 | |||||||||||
Net proceeds from public offering | $ 26,600 | |||||||||||
Proceeds from issuance of stock | $ 28,754 | $ 11,556 | ||||||||||
Incremental fair value from modification | $ 402 | |||||||||||
Expected years | 3 years 6 months | 3 years 6 months | ||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||
General and administrative expense | $ 2,174 | $ 1,925 | $ 7,862 | $ 4,897 | ||||||||
Stock option exercises | ||||||||||||
Expense related to the modification of stock option awards | $ 15 | |||||||||||
Award vesting rights description | The options vest in 1/36th increments during each of the first twelve months following the date of grant and thereafter the options vest in one-third increments on the second and third anniversary of the date of grant. | |||||||||||
Options One [Member] | ||||||||||||
Options to purchase shares of common stock | 420,000 | |||||||||||
Options exercisable term | 5 years | |||||||||||
Options exercise price | $ 3 | $ 3 | ||||||||||
Options Two [Member] | ||||||||||||
Options to purchase shares of common stock | 210,000 | |||||||||||
Options exercisable term | 5 years | |||||||||||
Options exercise price | 5 | $ 5 | ||||||||||
Options Three [Member] | ||||||||||||
Options to purchase shares of common stock | 210,000 | |||||||||||
Options exercisable term | 5 years | |||||||||||
Options exercise price | $ 7 | $ 7 | ||||||||||
Maximum [Member] | ||||||||||||
Expected years | 3 years 6 months | 3 years 6 months | ||||||||||
Expected stock volatility | 79.30% | 71.40% | 86.30% | 72.70% | ||||||||
Warrants [Member] | ||||||||||||
Fair value assumptions stock option price per share | $ 3.26 | |||||||||||
Expected years | 2 years | |||||||||||
Expected stock volatility | 80.20% | |||||||||||
Discount rate | 2.56% | |||||||||||
Dividend yield | 0.00% | |||||||||||
General and administrative expense | $ 400 | $ 600 | ||||||||||
Accrued liabilities | 600 | |||||||||||
Offset to additional paid-in capital | $ 1,000 | |||||||||||
Interstate Battery Systems International, Inc. [Member] | ||||||||||||
Warrants to purchase shares of common stock | 702,247 | |||||||||||
Pre-modification exercise price of the warrants | $ 7.12 | |||||||||||
Post-modification exercise price of the warrants | $ 3.33 | |||||||||||
Interstate Battery Systems International, Inc. [Member] | Series of Agreements [Member] | ||||||||||||
Warrants to purchase shares of common stock | 702,247 | |||||||||||
Pre-modification exercise price of the warrants | $ 7.12 | |||||||||||
Post-modification exercise price of the warrants | $ 3.33 | |||||||||||
Pre-modification warrant expiration date | Jun. 24, 2018 | |||||||||||
Post-modification warrant expiration date | Jun. 23, 2020 | |||||||||||
Incremental fair value from modification | $ 1,000 | |||||||||||
Stephen Cotton [Member] | Maximum [Member] | ||||||||||||
Options to purchase shares of common stock | 840,000 | |||||||||||
Officers and Directors Purchase Plan [Member] | ||||||||||||
Number of shares issued | 2,034 | |||||||||||
Proceeds from issuance of stock | $ 4 | |||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Number of shares issued | 65,600 | |||||||||||
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | ||||||||||||
Restricted stock shares granted | 150,000 | |||||||||||
Restricted stock shares granted, value | $ 339 | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Number of shares issued related public offering | 1,072,500 | |||||||||||
Net proceeds from public offering | $ 2,100 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Allocation of Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Stock-based compensation expense | $ 361 | $ 125 | $ 853 | $ 592 |
Cost of Product Sales [Member] | ||||
Stock-based compensation expense | 35 | 17 | 132 | 41 |
Research and Development Cost [Member] | ||||
Stock-based compensation expense | 26 | 62 | 215 | 222 |
General and Administrative Expense [Member] | ||||
Stock-based compensation expense | $ 300 | $ 46 | $ 506 | $ 329 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Assumptions Used in Black-Scholes-Merton Option-Pricing Model (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Expected years until exercise | 3 years 6 months | 3 years 6 months | ||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||
Expected stock volatility | 78.00% | 70.70% | 78.00% | 70.70% |
Risk free interest rate | 2.60% | 1.50% | 2.10% | 1.40% |
Expected years until exercise | 2 years 6 months | 2 years 6 months | ||
Maximum [Member] | ||||
Expected stock volatility | 79.30% | 71.40% | 86.30% | 72.70% |
Risk free interest rate | 2.90% | 1.70% | 2.90% | 1.80% |
Expected years until exercise | 3 years 6 months | 3 years 6 months |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 24, 2018 | Apr. 19, 2018 | Sep. 30, 2018 | May 31, 2016 | May 18, 2016 |
Interstate Battery Systems International, Inc. [Member] | |||||
Warrants to purchase shares of common stock | 702,247 | ||||
Pre-modification exercise price of the warrants | $ 7.12 | ||||
Post-modification exercise price of the warrants | $ 3.33 | ||||
Warrants expiration date | Jun. 23, 2020 | ||||
Interstate Battery Agreement [Member] | Interstate Battery Systems International, Inc. [Member] | |||||
Commitment paid per occurrence | $ 2,000 | ||||
Series of Agreements [Member] | Interstate Battery Systems International, Inc. [Member] | |||||
Commitment paid per occurrence | $ 2,000 | ||||
One-time fee payable | $ 500 | ||||
Warrants to purchase shares of common stock | 702,247 | ||||
Pre-modification exercise price of the warrants | $ 7.12 | ||||
Post-modification exercise price of the warrants | $ 3.33 | ||||
Johnson Controls Agreement [Member] | Johnson Controls [Member] | |||||
Commitment paid per occurrence | $ 1,000 | ||||
Dr. Stephen Clarke [Member] | Employment Agreement [Member] | |||||
Severance benefits | $ 900 | ||||
Expense related to stock option awards | $ 15 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ in Thousands | Oct. 31, 2018USD ($) |
Subsequent Event [Member] | December, 31. 2018 [Member] | |
Write off of leasehold improvements | $ 800 |