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Organization
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6 Months Ended |
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Jun. 30, 2011
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| Organization [Abstract] | |
| Organization |
1. Organization
a. Description of Business
Clean Diesel Technologies, Inc. is a global manufacturer and distributor of heavy duty diesel
and light duty vehicle emissions control systems and products to major automakers and retrofitters.
Its business is driven by increasingly stringent global emission standards for internal combustion
engines, which are major sources of a variety of harmful pollutants. It has operations in the
United States, Canada, the United Kingdom, France, Japan and Sweden as well as an Asian investment.
b. Merger
On October 15, 2010, Clean Diesel Technologies, Inc. (“CDTI”) consummated a business
combination with Catalytic Solutions, Inc. (“CSI”) through the merger of its wholly-owned
subsidiary, CDTI Merger Sub, Inc., with and into CSI pursuant to the terms of the Agreement and
Plan of Merger dated May 13, 2010, as amended by letter agreements dated September 1, 2010 and
September 14, 2010 (the “Merger Agreement”). The Company refers to this transaction as the
“Merger.” Pursuant to the terms of the Merger Agreement, all of the outstanding common stock of
CSI (both Class A and Class B) was cancelled and CDTI issued (or reserved for issuance to the
holder of an “in-the-money” warrant of CSI) an aggregate 2,287,872 shares of CDTI common stock and
warrants to acquire 666,581 shares of CDTI common stock to the former security holders of CSI and
its financial advisor (each after giving effect to a one for six reverse stock split of CDTI’s
common stock that took effect on October 15, 2010). In connection with the Merger, CSI became a
wholly-owned subsidiary of the Company, with the former security holders of CSI and its financial
advisor in the Merger collectively owning shares of the Company’s common stock representing
approximately 60% of the voting power of the Company’s outstanding common stock immediately after
completion of the Merger.
The Merger was accounted for as a reverse acquisition with CSI considered the acquirer for
accounting purposes and the surviving corporation in the merger. As a result, the Company’s
consolidated financial statements are those of CSI, the accounting acquirer, with the assets and
liabilities and revenue and expenses of CDTI being included effective from the date of the closing
of the Merger.
References to the “Company” prior to the Merger refer to the operations of CSI and its
consolidated subsidiaries and subsequent to the Merger to the combined operations of the merged
company and its consolidated subsidiaries. The terms CSI and CDTI refer to such entities’ stand
alone businesses prior to the Merger.
c. Liquidity
The accompanying consolidated financial statements have been prepared assuming the Company
will continue as a going concern. Therefore, the consolidated financial statements contemplate the
realization of assets and settlement of liabilities in the ordinary course of business. The Company
has suffered recurring losses and negative cash flows from operations since inception, resulting in
an accumulated deficit of $163.8 million at June 30, 2011. The Company has funded its operations
through equity sales, debt and bank borrowings.
On February 14, 2011, the Company and certain of its subsidiaries entered into separate Sale
and Security Agreements with Faunus Group International, Inc. (“FGI”) to provide for a $7.5
million secured demand facility backed by the Company’s receivables and inventory. On February 16,
2011, approximately $2.1 million of proceeds from advances under this facility were used to pay in
full the balance of the obligations under CSI’s credit facility with Fifth Third Bank. Amounts
outstanding under the FGI facility, totaling $4.4 million at June 30, 2011, are due on demand and,
therefore, are classified as current liabilities in the accompanying condensed, consolidated
balance sheet.
On April 11, 2011, the Company entered into a Subordinated Convertible Notes Commitment Letter
with Kanis S.A. (“Purchaser”) that provides for the sale and issuance by the Company of 8%
subordinated convertible notes (the “Notes”). As provided in the Commitment Letter, on May 6, 2011
Purchaser acquired from the Company at par, $3.0 million aggregate principal amount of the Notes.
The Notes bear interest at a rate of 8% per annum, which is payable quarterly in arrears. See Note 8 for a detailed description of the Notes.
At June 30, 2011, the Company had $3.1 million in cash. On July 9, 2011, the Company received
net proceeds of approximately $10.1 million through a public offering of common stock. See Notes 9
and 17. Management believes that the Company will have sufficient working capital to sustain
operations through at least the next twelve
months. However, there is no assurance that, if required, the Company will be able to raise
additional capital or reduce discretionary spending to provide the required liquidity.
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