Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 06, 2019 | |
Document and Entity Info [Abstract] | ||
Entity Registrant Name | Aqua Metals, Inc. | |
Entity Central Index Key | 0001621832 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 44,766,883 | |
Trading Symbol | AQMS | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 15,336 | $ 20,892 |
Accounts receivable | 426 | 725 |
Inventory | 1,216 | 765 |
Prepaid expenses and other current assets | 1,157 | 370 |
Total current assets | 18,135 | 22,752 |
Non-current assets | ||
Property and equipment, net | 46,589 | 45,548 |
Intellectual property, net | 1,133 | 1,271 |
Other assets | 3,332 | 1,800 |
Total non-current assets | 51,054 | 48,619 |
Total assets | 69,189 | 71,371 |
Current liabilities | ||
Accounts payable | 3,035 | 2,088 |
Accrued expenses | 4,449 | 5,196 |
Lease liability, current portion | 505 | 121 |
Deferred rent, current portion | 8 | |
Notes payable, current portion | 274 | 311 |
Convertible note payable, current portion | 0 | 4,075 |
Total current liabilities | 8,263 | 11,799 |
Deferred rent, non-current portion | 0 | 27 |
Lease liability, non-current portion | 1,282 | 110 |
Asset retirement obligation | 756 | 745 |
Notes payable, non-current portion | 8,610 | 8,600 |
Total liabilities | 18,911 | 21,281 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Common stock; $0.001 par value; 50,000,000 shares authorized; 44,727,697 and 38,932,437 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 45 | 39 |
Additional paid-in capital | 157,037 | 145,147 |
Accumulated deficit | (106,804) | (95,096) |
Total stockholders’ equity | 50,278 | 50,090 |
Total liabilities and stockholders’ equity | $ 69,189 | $ 71,371 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, issued (in shares) | 44,727,697 | 38,932,437 |
Common stock, outstanding (in shares) | 44,727,697 | 38,932,437 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Product sales | $ 437 | $ 1,726 |
Operating cost and expense | ||
Cost of product sales | 4,681 | 5,436 |
Research and development cost | 620 | 1,475 |
General and administrative expense | 4,016 | 1,775 |
Total operating expense | 9,317 | 8,686 |
Loss from operations | (8,880) | (6,960) |
Other income and expense | ||
Interest expense | (2,889) | (587) |
Interest and other income | 63 | 17 |
Total other expense, net | (2,826) | (570) |
Loss before income tax expense | (11,706) | (7,530) |
Income tax expense | (2) | (2) |
Net loss | $ (11,708) | $ (7,532) |
Weighted average shares outstanding, basic and diluted (in shares) | 43,514,225 | 27,768,008 |
Basic and diluted net loss per share (in dollars per share) | $ (0.27) | $ (0.27) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Restricted Stock Units (RSUs)Common Stock | 2019 Public Offering | 2019 Public OfferingCommon Stock | 2019 Public OfferingAdditional Paid-in Capital | Over-Allotment Option | Over-Allotment OptionCommon Stock | Over-Allotment OptionAdditional Paid-in Capital |
Beginning balance (in shares) at Dec. 31, 2017 | 27,554,076 | ||||||||||
Beginning balance at Dec. 31, 2017 | $ 58,965 | $ 27 | $ 113,780 | $ (54,842) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation | 144 | 144 | |||||||||
Common stock issued during period (in shares) | 2,034 | 65,600 | 1,072,500 | ||||||||
Proceeds from issuance of common stock | 4 | 4 | $ 2,103 | $ 2 | $ 2,101 | ||||||
Net loss | (7,532) | (7,532) | |||||||||
Ending balance (in shares) at Mar. 31, 2018 | 28,694,210 | ||||||||||
Ending Balance at Mar. 31, 2018 | 53,684 | $ 29 | 116,029 | (62,374) | |||||||
Beginning balance (in shares) at Dec. 31, 2018 | 38,932,437 | ||||||||||
Beginning balance at Dec. 31, 2018 | 50,090 | $ 39 | 145,147 | (95,096) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation | 1,067 | 1,067 | |||||||||
Warrants related to Veolia agreement | 578 | 578 | |||||||||
Common stock issued for consulting services (in shares) | 302,442 | 317,818 | 5,175,000 | ||||||||
Proceeds from common stock issued for consulting services | 1,187 | 1,187 | $ 9,063 | $ 5 | $ 9,058 | ||||||
Net loss | (11,708) | (11,708) | |||||||||
Ending balance (in shares) at Mar. 31, 2019 | 44,727,697 | ||||||||||
Ending Balance at Mar. 31, 2019 | $ 50,278 | $ 45 | $ 157,037 | $ (106,804) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Statement of Stockholders' Equity [Abstract] | ||
Public Offering January 2019 Transaction Cost | $ 739 | |
Allocated Transaction Cost | $ 10 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (11,708) | $ (7,532) |
Reconciliation of net loss to net cash used in operating activities | ||
Depreciation | 843 | 778 |
Amortization of intellectual property | 48 | 47 |
Accretion of asset retirement obligation | 11 | 11 |
Fair value of common stock issued for consulting services | 1,187 | 0 |
Stock-based compensation | 1,067 | 144 |
Warrant expense | 578 | 0 |
Amortization of debt discount | 0 | 235 |
Amortization of deferred financing costs | 29 | 21 |
Non-cash convertible note interest expense | 2,556 | 163 |
Non-cash interest expense | 101 | 0 |
Loss on disposal of Ebonex asset | 90 | 0 |
Loss on disposal of equipment | 79 | 0 |
Inventory adjustment | (119) | 39 |
Changes in operating assets and liabilities | ||
Accounts receivable | 299 | (444) |
Inventory | (332) | 267 |
Prepaid expenses and other current assets | (786) | 132 |
Accounts payable | 493 | 144 |
Accrued expenses | (684) | 83 |
Deferred rent | (35) | (46) |
Other assets and liabilities | (21) | 0 |
Net cash used in operating activities | (6,304) | (5,958) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,612) | (1,337) |
Other assets | 38 | 0 |
Net cash used in investing activities | (1,574) | (1,337) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of transaction costs | 9,063 | 2,107 |
Payments on notes payable | (90) | (69) |
Payments on finance leases | 0 | (39) |
Payments on convertible note | (6,651) | 0 |
Net cash provided by financing activities | 2,322 | 1,999 |
Net decrease in cash and cash equivalents | (5,556) | (5,296) |
Cash and cash equivalents at beginning of period | 20,892 | 22,793 |
Cash and cash equivalents at end of period | 15,336 | 17,497 |
Supplemental disclosure of cash flow information | ||
Change in property and equipment resulting from change in accounts payable | 455 | 504 |
Change in property and equipment resulting from change in accrued expenses | (103) | (213) |
Supplemental disclosure of cash flows information | ||
Cash paid for income taxes | 2 | 2 |
Cash paid for interest | $ 188 | $ 168 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 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 ™ technology. Unlike smelting, AquaRefining is a room temperature, water-based process that emits less pollution than smelting, the traditional method of lead recycling. The Company has built its first recycling facility in Nevada’s Tahoe Regional Industrial Complex (“TRIC”) in McCarran, Nevada and intends to pursue the development of additional lead acid battery recycling facilities based on the Company’s AquaRefining technology, likely through licensing or joint development arrangements. The Company commenced the shipment of products for sale, consisting of lead compounds and plastics, in April 2017, and through March 31, 2018, substantially all revenue was derived from the sale of lead compounds and plastics. In April 2018, the Company began shipping cast lead bullion (mixture of lead purchased to prime the kettles and AquaRefined lead from our AquaRefining process) blocks in addition to lead compounds and plastics and in June 2018, the Company began shipping high purity lead from its AquaRefining process. In March 2019, the Company started the process of scaling its AquaRefining plant. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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, 2018 , and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 , as filed with the Securities and Exchange Commission, or the SEC, on February 28, 2019. There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2019 except for the implementation of Accounting Standards Update (“ASU”) No. 2016-02, Leases, (“ASC 842”), 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 March 31, 2019 , the condensed consolidated statements of operations for the three months ended March 31, 2019 and March 31, 2018 , the condensed consolidated statements of stockholders' equity for the three months ended March 31, 2019 and March 31, 2018 and the condensed consolidated statements of cash flows for the three months ended March 31, 2019 and March 31, 2018 , as applicable, have been made. The condensed consolidated balance sheet as of December 31, 2018 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, 2018 , which are included on Form 10-K filed with the Securities and Exchange Commission on February 28, 2019. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of results that may be expected for the year ended December 31, 2019 . 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. 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 shares underlying outstanding 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 three months ended March 31, as indicated below. Three months ended March 31, Excluded potentially dilutive securities (1): 2019 2018 Convertible note - principal — 702,247 Options to purchase common stock 3,440,437 561,536 Unvested restricted stock units 244,785 63,600 Financing warrants to purchase common stock 2,444,328 2,340,828 Total potential dilutive securities 6,129,550 3,668,211 (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 months ended March 31, 2019 and 2018 , respectively. They also represented a significant portion of our accounts receivable as of March 31, 2019 and December 31, 2018 , respectively. Revenue Accounts Receivable Three months ended March 31, March 31, December 31, 2019 2018 Clarios (successor of Johnson Controls Battery Group, Inc.) 60 % 79 % 60 % 95 % Ocean Partners USA, Inc. — % 18 % — % — % P. Kay Metals 37 % — % 37 % — % Recently Adopted Accounting Guidance In February 2016, the FASB issued ASU 2016-02 - Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. ASC 842 supersedes the previous leases standard, ASC 840 Leases. The standard has been adopted as of January 1, 2019. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which amends ASC Topic 842 to provide another transition method, allowing a cumulative effect adjustment to the opening balance of retained earnings during the period of adoption. The Company has two longer term office leases and one equipment finance lease. The adoption of ASU 2016-02 on January 1, 2019 resulted in the recognition of right-of-use assets of approximately $1.6 million , lease liabilities for operating leases of approximately $1.8 million and no material impact to the Consolidated Balance Sheets and Consolidated Statements of Operations. See Note 9 for further information regarding the impact of the adoption of ASU 2016-02 on the Company's financial statements. Recent accounting pronouncements There were no other recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2019 that are of significance or potential significance to the Company. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue Recognition | Revenue Recognition 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, ingoted hard lead and ingoted 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. Revenue from products transferred to customers at a single point in time with the delivery of the Company’s products to customers accounted for 100% of our revenue during the three months ended March 31, 2019 and 2018 . |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following (in thousands): March 31, 2019 December 31, 2018 Finished goods $ 135 $ 43 Work in process 270 164 Raw materials 811 558 Total inventory $ 1,216 $ 765 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and Equipment, net Property and equipment, net, consisted of the following (in thousands): Asset Class Useful Life (Years) March 31, December 31, Operational equipment 3-10 $ 18,708 $ 15,926 Lab equipment 5 580 698 Computer equipment 3 201 201 Office furniture and equipment 3 336 336 Land - 1,047 1,047 Building 39 24,842 24,820 Asset retirement cost 20 670 670 Equipment under construction 7,024 7,892 53,408 51,590 Less: accumulated depreciation (6,819 ) (6,042 ) Total property and equipment, net $ 46,589 $ 45,548 Depreciation expense was $0.8 million and $0.8 million for the three months ended March 31, 2019 and 2018 , 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 | 3 Months Ended |
Mar. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | 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 $0.7 million 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 months ended March 31, 2019 and 2018 was $11,000 and $11,000 , 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 March 31, 2019 , $670,000 has been contributed to the trust fund. |
Convertible Note Payable
Convertible Note Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Convertible Note Payable The convertible note payable at December 31, 2018 was with Interstate Battery Systems International, Inc. (Interstate Battery) and is comprised of the following (in thousands): March 31, 2019 December 31, 2018 Convertible note payable $ — $ 5,000 Accrued interest — 1,651 Deferred financing costs, net — (20 ) Note discount — (2,556 ) Less current portion $ — 4,075 Convertible note payable, non-current portion $ — $ — The convertible note payable bore interest at 11% per annum and was 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 was amortized using the effective interest method over the three -year term of the note, maturing on May 24, 2019 . On January 24, 2019, the Company repaid Interstate Battery the outstanding principal and interest on the convertible debt in the amount of $6.7 million . In connection with the payoff, the Company amortized the remaining discount on the note of $2.6 million and remaining deferred financing expenses of $20,000 to interest expense. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | 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 March 31, 2019 . 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 in 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 is 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. 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. Notes payable is comprised of the following (in thousands): March 31, December 31, Notes payable, current portion Capital equipment leases $ — $ 16 Green Bank, net of issuance costs 274 295 Total notes payable, current portion $ 274 $ 311 Notes payable, non-current portion Capital equipment leases $ — $ 31 Green Bank, net of issuance costs 8,610 8,569 Total notes payable, non-current portion $ 8,610 $ 8,600 Note: Capital equipment leases are now being accounted for as a finance lease liability. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company currently maintains one finance lease for equipment and two operating leases for real estate. Our finance lease is immaterial to our condensed consolidated financial statements. Our operating leases have terms of 76 and 42 months and include one or more options to extend the duration of the agreements. These operating leases are included in "Other non-current assets" on the Company's March 31, 2019 condensed consolidated balance sheet and represent the Company's right to use the underlying assets for the term of the leases. The Company's obligation to make lease payments are included in "Lease liability, current portion" and "Lease liability, non-current portion" on the Company's March 31, 2019 condensed consolidated balance sheet. Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company's total right-of-use assets were approximately $1.53 million and operating lease liabilities were approximately $1.75 million . Information related to the Company's right-of-use assets and related lease liabilities were as follows (in thousands): Three months ended March 31, 2019 Cash paid for operating lease liabilities $ 154 Right-of-use assets $ 1,529 Weighted-average discount rate 9.66 % Maturities of lease liabilities as of March 31,2019 were as follows (in thousands): Three months ended March 31, 2019 Due in 12 month period ended March 31, 2020 $ 628 2021 $ 647 2022 $ 634 2023 $ 91 Thereafter $ — $ 2,000 Less imputed interest $ (249 ) Total lease liabilities $ 1,751 Current operating lease liabilities $ 499 Non-current operating lease liabilities $ 1,252 $ 1,751 Note: Excludes a finance lease with current liability of $6 and a non-current liability of $30 . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Shares issued On January 22, 2019, the Company completed a public offering of 5,175,000 shares of its common stock, at the price of $1.90 per share, for gross proceeds of $9.8 million . After the payment of underwriter discounts and offering expenses, the Company received net proceeds of approximately $9.1 million . During the three months ended March 31, 2019, the Company issued 189,792 shares of common stock upon vesting of Restricted Stock Units granted by the Company. During the three months ended March 31, 2019, the Company issued 115,731 shares of common stock upon vesting of Restricted Stock Units granted to Board members. In March 2019, the Company issued 293,750 shares of common stock valued at $1.2 million to Veolia North America Regeneration Services, LLC pursuant to the Operations, Maintenance and Management Agreement dated February 27, 2019 between Veolia and the Company. During the three months ended March 31, 2019, the Company issued 20,987 shares of common stock to prior Company executives to fulfill obligations related to separation agreements and other consulting services. Warrant issued In January 2019, the Company issued a warrant to purchase 103,500 shares of the Company's common stock to the underwriter of the Company's January 22, 2019 public offering, equal to 2% of the 5,175,000 shares sold. The warrant is exercisable at $1.90 per share (100% of the price of the common stock sold in the offering), commencing the later of six months after January 22, 2019 or such time as the Company amends its charter to increase its authorized shares of common stock. The warrant will expire on January 22, 2024 . Pursuant to the Operations, Maintenance and Management Agreement dated February 26, 2019, the Company has agreed to issue to Veolia, on the one-year anniversary of the Agreement, warrants to purchase 2,000,000 shares of its common stock at an exercise price of $5.00 per share and, on the second anniversary of the Agreement, warrants to purchase an additional 2,000,000 shares of its common stock at an exercise price $7.00 per share. The warrants will have a term of ten years from the date of issuance. The warrants were valued as of the agreement date using the Black-Scholes-Merton pricing model. The value of the warrants is being amortized over the applicable period until the warrants are issued. Stock-based compensation The stock-based compensation expense was allocated as follows: Three months ended March 31, 2019 2018 Cost of product sales $ 75 $ 50 Research and development cost 115 112 General and administrative expense 877 (18 ) Total $ 1,067 $ 144 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 March 31, 2019 2018 Expected stock volatility 70.5%-86.3% 78.4%-79.9% Risk free interest rate 0.92%-3.04% 2.06%-2.45% Expected years until exercise 3.4 3.5 Dividend yield 0 % 0 % There were no stock option exercises during the three months ended March 31, 2019 and 2018. Stock option issuances In January 2019, Stephen Cotton, President and CEO, was awarded options to purchase up to 232,461 shares of the Company's common stock. The options were vested immediately and are exercisable over a five -year period at an exercise price of $1.88 per share. The options were issued under the Company's Amended and Restated 2014 Stock Incentive Plan, or 2014 Plan. In January 2019, Judd Merrill, CFO, was awarded options to purchase up to 56,698 shares of the Company's common stock. The options were vested immediately and are exercisable over a five -year period at an exercise price of $1.88 per share. The options were issued under the 2014 Plan. In February 2019, Stephen Cotton, President and CEO, was awarded options to purchase up to 1.26 million 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 $3.08 per share. Options to purchase 420,000 common shares are exercisable over a five -year period at an exercise price of $3.68 per share and options to purchase 420,000 common shares are exercisable over a five -year period at an exercise price of $4.18 per share. The options will vest over three years in three equal installments. The options were issued under the Company’s 2019 Stock Incentive Plan, or 2019 Plan, and the exercise of the options is subject to stockholder approval of the 2019 Plan and the amendment of the Company's charter to increase its authorized shares of common stock. In March 2019, Judd Merrill, CFO, was awarded options to purchase up to 250,000 shares of the Company’s common stock. Options to purchase 125,000 common shares are exercisable over a five -year period at an exercise price of $3.79 per share. Options to purchase 62,500 common shares are exercisable over a five -year period at an exercise price of $4.39 per share and options to purchase 62,500 common shares are exercisable over a five -year period at an exercise price of $4.89 per share. The options will vest over three years in three equal installments. The options were issued under the 2019 Plan and the exercise of the options is subject to stockholder approval of the 2019 Plan and the amendment of the Company's charter to increase its authorized shares of common stock. Restricted Stock Units In January 2019, the Company granted 261,455 restricted stock units (RSUs), all of which were subject to vesting, with a grant fair value of $490,000 to the employees under the 2014 Plan. The shares vest in six equal semi-annual installments over a three year period. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 of 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, 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 . On December 3, 2018, Sewlyn Mould resigned as chief operating officer. Mr. Mould’s resignation as an officer of the Company was treated as a termination without cause under his employment agreement with the Company. Pursuant to his employment agreement, Mr. Mould 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. Pursuant to a Separation Agreement and Release between the Company and Mr. Mould, Mr. Mould agreed to receive, in lieu of two years of salary, a cash severance payment of $100,000 payable in six equal installments in accordance with the Company's regular payroll practices, plus an award of restricted stock units that entitle him to receive, for each of the 21 consecutive months commencing on March 1, 2019, $33,333 of the Company's common shares based on volume-weighted average price over the 20 trading days preceding the first business day of the respective month. The Company has reserved the right, at its option, to pay Mr. Mould $33,333 of cash in lieu of any of the 21 monthly share issuances. The Separation Agreement and Release includes customary indemnification, confidentiality, non-disparagement and non-solicitation covenants and agreements of the parties. 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 then current chief executive officer, or Selwyn Mould, the Company’s then 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 was 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. ● The Company paid Interstate Battery a one time fee of $ 0.5 million on February 20, 2019 related to the key-man provision associated with Mr. Mould's resignation. Clarios (successor of Johnson Controls) Agreement Commitment Pursuant to the Clarios Investor Rights Agreement, the Company has agreed to compensate Clarios should either Stephen Clarke, the Company’s then current chief executive officer, or Selwyn Mould, the Company’s then 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 Clarios $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 Clarios $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 agreement, if Clarios, in its sole and absolute discretion, agrees with the Company on mutually acceptable replacements for Dr. Clarke and/or Mr. Mould, as the case may be, the key-man penalties shall be deemed waived by Clarios. In connection with the resignations by Dr. Clarke and Mr. Mould described above, Clarios has submitted to the Company its claim for payment of the key-man penalties in the total amount of $2.0 million . We have agreed to settle the Clarios Key-man penalty claim through our issuance of 807,436 shares of our common stock, which we intend to issue during the week of May 13, 2019. The Company has accrued the $2.0 million at December 31, 2018. 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-7142. 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 and the plaintiff subsequently filed its opposition to the motion. In January 2019, the court notified the parties that it will rule on the motion to dismiss without a hearing. 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-201-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 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 | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through the date which the condensed consolidated financial statements were available to be issued. Equity Award On May 3, 2019, the Company granted to its non-executive directors options to purchase an aggregate of 173,000 shares of the Company’s common stock. The options are exercisable over a five-year period at exercise price of $2.48 per share. Payment of Key-Man Penalty On April 19, 2018, Stephen Clarke resigned as our president and chief executive officer and on December 3, 2018 Selwyn Mould resigned as our chief operating officer. As a result of their resignations, Clarios claimed that we became obligated to pay up to $2 million to Clarios, payable, at our option, in cash or shares of our common stock. On May 6, 2019, we agreed to settle the Clarios key-man penalty claim through our issuance of 807,436 shares of our common stock, which we intend to issue during the week of May 13, 2019. Increase of Authorized Shares At a special meeting of stockholders held on May 9, 2019, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to effect an increase in the number of authorized shares of our common stock from 50,000,000 to 100,000,000 . On May 9, 2019, we effected the increase in authorized common stock through our filing of the amendment with the Delaware Secretary of State. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 , the condensed consolidated statements of operations for the three months ended March 31, 2019 and March 31, 2018 , the condensed consolidated statements of stockholders' equity for the three months ended March 31, 2019 and March 31, 2018 and the condensed consolidated statements of cash flows for the three months ended March 31, 2019 and March 31, 2018 , as applicable, have been made. The condensed consolidated balance sheet as of December 31, 2018 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, 2018 , which are included on Form 10-K filed with the Securities and Exchange Commission on February 28, 2019. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of results that may be expected for the year ended December 31, 2019 |
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. |
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. |
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 months ended March 31, 2019 and 2018 , respectively. |
Recent accounting pronouncements | Recently Adopted Accounting Guidance In February 2016, the FASB issued ASU 2016-02 - Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. ASC 842 supersedes the previous leases standard, ASC 840 Leases. The standard has been adopted as of January 1, 2019. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which amends ASC Topic 842 to provide another transition method, allowing a cumulative effect adjustment to the opening balance of retained earnings during the period of adoption. The Company has two longer term office leases and one equipment finance lease. The adoption of ASU 2016-02 on January 1, 2019 resulted in the recognition of right-of-use assets of approximately $1.6 million , lease liabilities for operating leases of approximately $1.8 million and no material impact to the Consolidated Balance Sheets and Consolidated Statements of Operations. See Note 9 for further information regarding the impact of the adoption of ASU 2016-02 on the Company's financial statements. Recent accounting pronouncements There were no other recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2019 that are of significance or potential significance to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of computation of potentially dilutive securities | The following shares underlying outstanding 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 three months ended March 31, as indicated below. Three months ended March 31, Excluded potentially dilutive securities (1): 2019 2018 Convertible note - principal — 702,247 Options to purchase common stock 3,440,437 561,536 Unvested restricted stock units 244,785 63,600 Financing warrants to purchase common stock 2,444,328 2,340,828 Total potential dilutive securities 6,129,550 3,668,211 (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 months ended March 31, 2019 and 2018 , respectively. They also represented a significant portion of our accounts receivable as of March 31, 2019 and December 31, 2018 , respectively. Revenue Accounts Receivable Three months ended March 31, March 31, December 31, 2019 2018 Clarios (successor of Johnson Controls Battery Group, Inc.) 60 % 79 % 60 % 95 % Ocean Partners USA, Inc. — % 18 % — % — % P. Kay Metals 37 % — % 37 % — % |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following (in thousands): March 31, 2019 December 31, 2018 Finished goods $ 135 $ 43 Work in process 270 164 Raw materials 811 558 Total inventory $ 1,216 $ 765 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net, consisted of the following (in thousands): Asset Class Useful Life (Years) March 31, December 31, Operational equipment 3-10 $ 18,708 $ 15,926 Lab equipment 5 580 698 Computer equipment 3 201 201 Office furniture and equipment 3 336 336 Land - 1,047 1,047 Building 39 24,842 24,820 Asset retirement cost 20 670 670 Equipment under construction 7,024 7,892 53,408 51,590 Less: accumulated depreciation (6,819 ) (6,042 ) Total property and equipment, net $ 46,589 $ 45,548 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The convertible note payable at December 31, 2018 was with Interstate Battery Systems International, Inc. (Interstate Battery) and is comprised of the following (in thousands): March 31, 2019 December 31, 2018 Convertible note payable $ — $ 5,000 Accrued interest — 1,651 Deferred financing costs, net — (20 ) Note discount — (2,556 ) Less current portion $ — 4,075 Convertible note payable, non-current portion $ — $ — |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Notes payable is comprised of the following (in thousands): March 31, December 31, Notes payable, current portion Capital equipment leases $ — $ 16 Green Bank, net of issuance costs 274 295 Total notes payable, current portion $ 274 $ 311 Notes payable, non-current portion Capital equipment leases $ — $ 31 Green Bank, net of issuance costs 8,610 8,569 Total notes payable, non-current portion $ 8,610 $ 8,600 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Right-of-Use Assets and Related Liabilities | Information related to the Company's right-of-use assets and related lease liabilities were as follows (in thousands): Three months ended March 31, 2019 Cash paid for operating lease liabilities $ 154 Right-of-use assets $ 1,529 Weighted-average discount rate 9.66 % |
Maturities of Lease Liabilities | Maturities of lease liabilities as of March 31,2019 were as follows (in thousands): Three months ended March 31, 2019 Due in 12 month period ended March 31, 2020 $ 628 2021 $ 647 2022 $ 634 2023 $ 91 Thereafter $ — $ 2,000 Less imputed interest $ (249 ) Total lease liabilities $ 1,751 Current operating lease liabilities $ 499 Non-current operating lease liabilities $ 1,252 $ 1,751 Note: Excludes a finance lease with current liability of $6 and a non-current liability of $30 . |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of the allocation of stock-based compensation | The stock-based compensation expense was allocated as follows: Three months ended March 31, 2019 2018 Cost of product sales $ 75 $ 50 Research and development cost 115 112 General and administrative expense 877 (18 ) Total $ 1,067 $ 144 |
Schedule of assumptions used in the 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 March 31, 2019 2018 Expected stock volatility 70.5%-86.3% 78.4%-79.9% Risk free interest rate 0.92%-3.04% 2.06%-2.45% Expected years until exercise 3.4 3.5 Dividend yield 0 % 0 % |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)segment | Jan. 01, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Number of segments | segment | 1 | |
Right-of-use asset | $ 1,529 | |
Operating lease, liability | $ 1,751 | |
Accounting Standards Update 2016-01 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Right-of-use asset | $ 1,600 | |
Operating lease, liability | $ 1,800 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Computation of Potentially Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total potential dilutive securities (in shares) | 6,129,550 | 3,668,211 |
Convertible note - principal | ||
Total potential dilutive securities (in shares) | 0 | 702,247 |
Options to purchase common stock | ||
Total potential dilutive securities (in shares) | 3,440,437 | 561,536 |
Unvested restricted stock units | ||
Total potential dilutive securities (in shares) | 244,785 | 63,600 |
Financing warrants to purchase common stock | ||
Total potential dilutive securities (in shares) | 2,444,328 | 2,340,828 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Concentration of Credit Risk (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Johnson Controls Battery Group, Inc. | Revenue | ||
Concentration risk, percentage | 60.00% | 79.00% |
Johnson Controls Battery Group, Inc. | Accounts Receivable | ||
Concentration risk, percentage | 60.00% | 95.00% |
Ocean Partners USA, Inc. | Revenue | ||
Concentration risk, percentage | 0.00% | 18.00% |
Ocean Partners USA, Inc. | Accounts Receivable | ||
Concentration risk, percentage | 0.00% | 0.00% |
P. Kay Metals | Revenue | ||
Concentration risk, percentage | 37.00% | 0.00% |
P. Kay Metals | Accounts Receivable | ||
Concentration risk, percentage | 37.00% | 0.00% |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Percentage of revenue accounted products transferred to customers | 100.00% | 100.00% |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 135 | $ 43 |
Work in process | 270 | 164 |
Raw materials | 811 | 558 |
Total inventory | $ 1,216 | $ 765 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 843 | $ 778 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Property and equipment, gross | $ 53,408 | $ 51,590 |
Less: accumulated depreciation | (6,819) | (6,042) |
Total property and equipment, net | 46,589 | 45,548 |
Operational equipment | ||
Property and equipment, gross | $ 18,708 | 15,926 |
Operational equipment | Minimum | ||
Useful Life (Years) | 3 years | |
Operational equipment | Maximum | ||
Useful Life (Years) | 10 years | |
Lab equipment | ||
Useful Life (Years) | 5 years | |
Property and equipment, gross | $ 580 | 698 |
Computer equipment | ||
Useful Life (Years) | 3 years | |
Property and equipment, gross | $ 201 | 201 |
Office furniture and equipment | ||
Useful Life (Years) | 3 years | |
Property and equipment, gross | $ 336 | 336 |
Land | ||
Property and equipment, gross | $ 1,047 | 1,047 |
Building | ||
Useful Life (Years) | 39 years | |
Property and equipment, gross | $ 24,842 | 24,820 |
Asset retirement cost | ||
Useful Life (Years) | 20 years | |
Property and equipment, gross | $ 670 | 670 |
Equipment under construction | ||
Property and equipment, gross | $ 7,024 | $ 7,892 |
Asset Retirement Obligation (De
Asset Retirement Obligation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Mar. 31, 2017 | |
Asset retirement obligation | $ 756 | $ 745 | $ 700 | |
Accretion expense | 11 | $ 11 | ||
Other Assets | ||||
Contributed to the Trust Fund | $ 670 |
Convertible Note Payable - Sche
Convertible Note Payable - Schedule of Convertible Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Convertible note payable | $ 0 | $ 5,000 |
Accrued interest | 0 | 1,651 |
Deferred financing costs, net | 0 | (20) |
Note discount | 0 | (2,556) |
Less current portion | 0 | 4,075 |
Convertible note payable, non-current portion | $ 0 | $ 0 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | Jan. 24, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Short-term Debt [Line Items] | |||
Outstanding principal and interest, convertible debt | $ 6,651,000 | $ 0 | |
Amortization of debt discount | $ 0 | $ 235,000 | |
Interstate Battery Systems International, Inc. | |||
Short-term Debt [Line Items] | |||
Outstanding principal and interest, convertible debt | $ 6,700,000 | ||
Amortization of debt discount | 2,600,000 | ||
Deferred financing expenses | $ 20,000 | ||
11% Convertible Notes | |||
Short-term Debt [Line Items] | |||
Convertible note interest rate | 11.00% | ||
Amortization period | 3 years | ||
Maturity date | May 24, 2019 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Nov. 03, 2015USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Principle amount | $ 0 | $ 5,000,000 | |
Loan guarantee, percentage | 90.00% | ||
Guarantee fee | $ 270,000 | ||
Annual fee percentage | 0.50% | ||
Green Bank | |||
Principle amount | $ 10,000,000 | ||
Term of the loan | 21 years | ||
Interest rate terms | The first twelve months, only interest is payable and thereafter monthly payments of interest and principal are due. | ||
Description of covenant | 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 March 31, 2019. | ||
Debt service coverage ratio | 1.25 | ||
Net worth ratio | 1 | ||
Minimum current ratio | 1.5 | ||
Debt instrument 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. | ||
Collateral agreement | 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. | ||
Collateral amount of loan | $ 1,000,000 | ||
Green Bank | Maximum | |||
Interest rate | 6.00% | ||
Green Bank | Minimum | |||
Interest rate | 2.00% |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Total notes payable, current portion | $ 274 | $ 311 |
Total notes payable, non-current portion | 8,610 | 8,600 |
Green Bank | ||
Total notes payable, current portion | 274 | 295 |
Total notes payable, non-current portion | 8,610 | 8,569 |
Capital Equipment Leases | ||
Total notes payable, current portion | 0 | 16 |
Total notes payable, non-current portion | $ 0 | $ 31 |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | Mar. 31, 2019USD ($) |
Lessee, Lease, Description [Line Items] | |
Right-of-use asset | $ 1,529 |
Operating lease, liability | $ 1,751 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease contract terms | 76 months |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease contract terms | 42 months |
Leases - Right-of-Use Assets an
Leases - Right-of-Use Assets and Related Lease Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for operating lease liabilities | $ 154 |
Right-of-use assets | $ 1,529 |
Weighted-average discount rate | 9.66% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Lease Liabilities, Payments Due [Abstract] | |
2020 | $ 628 |
2021 | 647 |
2022 | 634 |
2023 | 91 |
Thereafter | 0 |
Total payments due | 2,000 |
Less imputed interest | (249) |
Total lease liabilities | 1,751 |
Current operating lease liabilities | 499 |
Non-current operating lease liabilities | 1,252 |
Finance liability, current | 6 |
Finance liability, noncurrent | $ 30 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Feb. 27, 2019 | Jan. 22, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Feb. 26, 2019 | Jan. 01, 2019 |
Public offering (in shares) | 5,175,000 | ||||||||
Public offering price (in dollars per share) | $ 1.90 | ||||||||
Gross proceeds from public offering | $ 9,800,000 | ||||||||
Net proceeds from public offering | $ 9,100,000 | ||||||||
Proceeds from issuance of common stock | $ 4,000 | ||||||||
Shares available from award (in shares) | 250,000 | ||||||||
Expected vesting period | 3 years | 3 years 4 months 24 days | 3 years 6 months | ||||||
Chief Financial Officer | |||||||||
Shares available from award (in shares) | 56,698 | ||||||||
Award exercise period | 5 years | ||||||||
Award exercise price (in dollars per share) | $ 1.88 | ||||||||
Warrant | |||||||||
Warrants issued (in shares) | 103,500 | ||||||||
Total shares sold | $ 5,175,000 | $ 5,175,000 | |||||||
Warrant exercise price (in dollars per share) | $ 1.90 | $ 1.90 | |||||||
Post-modification warrant expiration date | Jan. 22, 2024 | ||||||||
Stephen Cotton | |||||||||
Shares available from award (in shares) | 1,260,000 | 232,461 | |||||||
Award exercise period | 5 years | ||||||||
Award exercise price (in dollars per share) | $ 1.88 | ||||||||
Expected vesting period | 3 years | ||||||||
Option One | |||||||||
Shares available from award (in shares) | 125,000 | ||||||||
Award exercise period | 5 years | ||||||||
Award exercise price (in dollars per share) | $ 3.79 | $ 3.79 | |||||||
Option One | Stephen Cotton | |||||||||
Shares available from award (in shares) | 420,000 | ||||||||
Award exercise period | 5 years | ||||||||
Award exercise price (in dollars per share) | $ 3.08 | ||||||||
Option Two | |||||||||
Shares available from award (in shares) | 62,500 | ||||||||
Award exercise period | 5 years | ||||||||
Award exercise price (in dollars per share) | $ 4.39 | 4.39 | |||||||
Option Two | Stephen Cotton | |||||||||
Shares available from award (in shares) | 420,000 | ||||||||
Award exercise period | 5 years | ||||||||
Award exercise price (in dollars per share) | $ 3.68 | ||||||||
Option Three | |||||||||
Shares available from award (in shares) | 62,500 | ||||||||
Award exercise period | 5 years | ||||||||
Award exercise price (in dollars per share) | $ 4.89 | $ 4.89 | |||||||
Option Three | Stephen Cotton | |||||||||
Shares available from award (in shares) | 420,000 | ||||||||
Award exercise period | 5 years | ||||||||
Award exercise price (in dollars per share) | $ 4.18 | ||||||||
Common Stock | |||||||||
Common stock issued during period (in shares) | 20,987 | ||||||||
Common Stock | Board Members | |||||||||
Common stock issued during period (in shares) | 115,731 | ||||||||
Common Stock | Veolia North America Regeneration Services, LLC | |||||||||
Common stock issued during period (in shares) | 293,750 | ||||||||
Proceeds from issuance of common stock | $ 1,200,000 | ||||||||
Common Stock | 2018 Short-Term Incentive Program | |||||||||
Common stock issued during period (in shares) | 189,792 | ||||||||
Restricted Stock Units (RSUs) | |||||||||
Restricted stock units granted (in shares) | 261,455 | ||||||||
Restricted stock units grant date fair value | $ 490,000 | ||||||||
Operations, Management and Maintenance Contract Year One | Affiliated Entity [Member] | |||||||||
Warrant exercise price (in dollars per share) | $ 5 | ||||||||
Number of shares issued at anniversary (in shares) | 2,000,000 | ||||||||
Operations, Management and Maintenance Contract Year Two | Affiliated Entity [Member] | |||||||||
Warrant exercise price (in dollars per share) | $ 7 | ||||||||
Number of shares issued at anniversary (in shares) | 2,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Allocation of Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Stock-based compensation expense | $ 1,067 | $ 144 |
Cost of product sales | ||
Stock-based compensation expense | 75 | 50 |
Research and development cost | ||
Stock-based compensation expense | 115 | 112 |
General and administrative expense | ||
Stock-based compensation expense | $ 877 | $ (18) |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Assumptions Used in Black-Scholes-Merton Option-Pricing Model (Details) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Expected years until exercise | 3 years | 3 years 4 months 24 days | 3 years 6 months |
Dividend yield | 0.00% | 0.00% | |
Minimum | |||
Expected stock volatility | 70.50% | 78.40% | |
Risk free interest rate | 0.92% | 2.06% | |
Maximum | |||
Expected stock volatility | 86.30% | 79.90% | |
Risk free interest rate | 3.04% | 2.45% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 01, 2019 | Dec. 03, 2018 | Jun. 24, 2018 | Apr. 19, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Payments for Key-Man Penalties | $ 2,000,000 | $ 2,000,000 | ||||
One-time fee payable | $ 500,000 | |||||
Minimum | ||||||
Exercise period of stock options | 90 days | |||||
Maximum | ||||||
Exercise period of stock options | 2 years | |||||
Interstate Battery Systems International, Inc. | Warrant 1 | ||||||
Commitment paid per occurrence | 2,000,000 | |||||
One-time fee payable | $ 500,000 | |||||
Warrants issued (in shares) | 702,247 | |||||
Pre-modification exercise price of the warrants (in usd per share) | $ 7.12 | |||||
Post-modification exercise price of the warrants | $ 3.33 | |||||
Warrants expiration date | Jun. 23, 2020 | |||||
Interstate Battery Agreement | Interstate Battery Systems International, Inc. | ||||||
Commitment paid per occurrence | 2,000,000 | |||||
Johnson Controls Agreement | Johnson Controls | ||||||
Commitment paid per occurrence | $ 1,000,000 | |||||
Shares of common stock issued (in shares) | 807,436 | |||||
Dr. Stephen Clarke | Employment Agreement | ||||||
Severance benefits | $ 900,000 | |||||
Expense related to stock option awards | $ 15,000 | |||||
Mr. Mould | ||||||
Severance benefits | $ 900,000 | |||||
Cash severance payment | $ 100,000 | |||||
Common shares, volume weighted-average price | $ 33,333 |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | May 03, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | May 09, 2019 | May 06, 2019 |
Subsequent Event [Line Items] | |||||
Payments for Key-Man Penalties | $ 2 | $ 2 | |||
Common stock, authorized (in shares) | 50,000,000 | 50,000,000 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Options to purchase shares of common stock (in shares) | 173,000 | ||||
Price per share, common stock options available (in usd per share) | $ 2.48 | ||||
Minimum | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Common stock, authorized (in shares) | 50,000,000 | ||||
Maximum | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Common stock, authorized (in shares) | 100,000,000 | ||||
Johnson Controls Agreement | Johnson Controls | |||||
Subsequent Event [Line Items] | |||||
Shares of common stock issued (in shares) | 807,436 | ||||
Johnson Controls Agreement | Johnson Controls | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Shares of common stock issued (in shares) | 807,436 |