EX-99.1 2 a18-40235_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

CDTi Advanced Materials, Inc. Reports Third Quarter 2018 Financial Results

 

Announces Plan to Delist from Nasdaq and Deregister Its Common Stock

 

Oxnard, California — November 14, 2018 — CDTi Advanced Materials, Inc. (Nasdaq: CDTI) (“CDTi” or “the Company”), a leader in advanced catalyst materials technology, reported today its financial results for the third quarter ended September 30, 2018.

 

The company also announced that it will voluntarily delist its common stock from The Nasdaq Stock Market and, based upon ownership of its shares by fewer than 300 holders of record, deregister its common stock under the Securities Exchange Act of 1934 and suspend its public reporting obligations.

 

Matthew Beale, CDTi’s CEO, stated, “Our transition from a niche manufacturer of emissions control solutions to a provider of advanced materials technologies has yet to deliver its anticipated revenue and cash flow potential.  In order to best position CDTi for long-term profitable growth, we undertook a thorough and thoughtful review of our cost structure in light of our near and mid-term revenue prospects, including costs associated with being a Nasdaq listed and SEC reporting company.  Our Board of Directors concluded that the costs of maintaining the Nasdaq listing and remaining a public reporting company, including costs of compliance, the demands on management time and the Company resources required to maintain its listed and registered status, outweigh the benefits to the Company and its stockholders of continued Nasdaq listing and SEC reporting.  The Board voted unanimously to voluntarily delist from Nasdaq and deregister under the Exchange Act.  This will enable us to better direct our financial and management resources on the commercialization of our high-performance catalysts solutions and technologies for the automotive emissions control markets, and conserve cash while we build long-term value in the company.”

 

The Company will file a Form 25 with the Securities and Exchange Commission on or about November 26, 2018, and the Nasdaq delisting is expected to become effective on or about December 6, 2018, at which time trading on Nasdaq will cease.  The common stock may thereafter be eligible for quotation on the Pink tier of OTC Markets Group if market makers commit to making a market in the Company’s shares.  The Company can provide no assurance that trading in its common stock will continue on the OTC Markets Group or otherwise.

 

After the Nasdaq delisting becomes effective, the Company will file a Form 15 with the Securities and Exchange Commission on or about December 10, 2018, at which time the Company anticipates that its obligation to file periodic reports under the Exchange Act, including annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K, respectively, will be suspended, and that all requirements associated with being an Exchange Act-registered company, including the requirement to file current and periodic reports, will terminate permanently 90 days thereafter.

 

 

About CDTi Advanced Materials

 

CDTi Advanced Materials, Inc. (NASDAQ: CDTI) develops advanced materials technology for the emissions control and other catalysis markets. CDTi’s proprietary technologies provide high-value sustainable solutions to reduce hazardous emissions from on- and off-road combustion engine systems at significantly lower cost. With a continuing focus on innovation-driven commercialization and global expansion, CDTi’s breakthrough Powder-to-Coat (P2C™) approach delivers those technologies to customers in a ready to use powder form. Key technology platforms include Base Metal Activated Rhodium Support (BMARS™), Synergized PGM (SPGM™), Zero PGM (ZPGM™) and Spinel™. For more information, please visit www.cdti.com.

 

Forward-Looking Statements

 

Certain information contained in this press release constitutes forward-looking statements, including any statements that are not statements of historical fact. You can identify these forward-looking statements by the use of the words “believes”, “expects”, “anticipates”, “plans”, “may”, “will”, “would”, “intends”, “estimates”, and other similar expressions, whether in the negative or affirmative. Forward-looking statements are based on a series of expectations, assumptions, estimates and projections, which involve substantial uncertainty and risk. In this document, the Company includes forward-looking statements regarding the acceleration of the Company’s business transformation into an advanced materials company, global trends in the automotive and heavy duty diesel markets, the Company’s future financial performance, the performance of the Company’s technology, and the timing, process and consequences of a Nasdaq delisting and Exchange Act deregistration, all of which are subject to risks and uncertainties that could cause our actual results and financial position to differ materially.  In general, actual results may differ materially from those indicated by such forward-looking statements as a result of risks and uncertainties, including, but not limited, to (i) that the Company may not be able to (a) successfully implement, or implement at all, its strategic priorities; (b) streamline its operations or align its organization and infrastructure with the anticipated business; (c) meet expectations or projections; (d) decrease costs; (e) increase sales; (f) obtain adequate funding; (g) retain or secure customers; (h) increase its customer base; (i) protect its intellectual property; (j) successfully evolve into an advanced materials supplier or, even if successful, increase profitability; (k) successfully market new products; (l)  obtain product verifications or approvals; (m) attract or retain key personnel; (n) validate, optimize and scale our powder-to-coat capability; or (o) realize benefits from investments; (ii) funding for and enforcement and tightening of emissions controls, standards and regulations; (iii) prices of PGM and rare earth metals;  (iv) royalty and other restrictions on sales in certain Asian countries; (v) supply disruptions or failures; (vi) regulatory, marketing and competitive factors; (vii) environmental harm or damages; and (viii) other risks and uncertainties discussed or referenced in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and any subsequent periodic reports on Form 10-Q and Form 8-K. In addition, any forward-looking statements represent the Company’s estimates only as of the date of such statements and should not be relied upon as representing the Company’s estimates as of any subsequent date. The Company specifically disclaims any obligation to update forward-looking statements. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.

 

Contact Information:

 

Moriah Shilton, Cathy Mattison or Kirsten Chapman

LHA Investor Relations

+1 415 433 3777

cdti@lhai.com

 

[Tables to follow]

 

2

 

CDTi ADVANCED MATERIALS, INC.

 

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2018

 

% of Revenues

 

2017

 

% of Revenues

 

2018

 

% of Revenues

 

2017

 

% of Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Emission control systems

 

$

1,821

 

90

%

$

3,022

 

87

%

$

5,539

 

83

%

$

9,658

 

89

%

Technology and advanced materials

 

204

 

10

%

454

 

13

%

1,115

 

17

%

1,223

 

11

%

Revenues

 

$

2,025

 

100

%

$

3,476

 

100

%

$

6,654

 

100

%

$

10,881

 

100

%

Gross profit

 

908

 

45

%

667

 

19

%

2,711

 

41

%

2,419

 

22

%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

520

 

 

 

1,085

 

 

 

1,840

 

 

 

2,996

 

 

 

Selling, general and administrative

 

1,233

 

 

 

1,855

 

 

 

3,967

 

 

 

6,462

 

 

 

Severance and other charges

 

—

 

 

 

235

 

 

 

—

 

 

 

(384

)

 

 

Total operating expenses

 

1,753

 

 

 

3,175

 

 

 

5,807

 

 

 

9,074

 

 

 

Loss from continuing operations

 

(845

)

 

 

(2,508

)

 

 

(3,096

)

 

 

(6,655

)

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

—

 

 

 

(95

)

 

 

—

 

 

 

(235

)

 

 

Loss on extinguishment of debt

 

—

 

 

 

—

 

 

 

—

 

 

 

(194

)

 

 

Gain (loss) on change in fair value of liability-classified warrants

 

57

 

 

 

738

 

 

 

591

 

 

 

404

 

 

 

Gain on sale of DuraFit

 

—

 

 

 

805

 

 

 

—

 

 

 

805

 

 

 

Other expense, net

 

43

 

 

 

(149

)

 

 

95

 

 

 

(67

)

 

 

Total other income (expense)

 

100

 

 

 

1,299

 

 

 

686

 

 

 

713

 

 

 

Loss from continuing operations before income taxes

 

(745

)

 

 

(1,209

)

 

 

(2,410

)

 

 

(5,942

)

 

 

Income tax expense (benefit) from continuing operations

 

17

 

 

 

(119

)

 

 

758

 

 

 

49

 

 

 

Net loss from continuing operations

 

(762

)

 

 

(1,090

)

 

 

(3,168

)

 

 

(5,991

)

 

 

Net (loss) income from discontinued operations

 

(645

)

 

 

730

 

 

 

(486

)

 

 

2,149

 

 

 

Net loss

 

$

(1,407

)

 

 

$

(360

)

 

 

$

(3,654

)

 

 

$

(3,842

)

 

 

Foreign currency translation adjustments

 

(52

)

 

 

129

 

 

 

(170

)

 

 

350

 

 

 

Comprehensive loss

 

$

(1,459

)

 

 

$

(231

)

 

 

$

(3,824

)

 

 

$

(3,492

)

 

 

Basic and diluted net (loss) income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from continuing operations

 

$

(0.20

)

 

 

$

(0.35

)

 

 

$

(0.93

)

 

 

$

(1.90

)

 

 

Net (loss) income from discontinued operations - Basic

 

$

(0.17

)

 

 

$

0.24

 

 

 

$

(0.14

)

 

 

$

0.68

 

 

 

Net (loss) income from discontinued operations - Diluted

 

$

(0.17

)

 

 

$

0.24

 

 

 

$

(0.14

)

 

 

$

0.68

 

 

 

Net loss

 

$

(0.37

)

 

 

$

(0.11

)

 

 

$

(1.07

)

 

 

$

(1.22

)

 

 

Weighted average shares outstanding — basic

 

3,839

 

 

 

3,152

 

 

 

3,394

 

 

 

3,145

 

 

 

Weighted average shares outstanding — diluted

 

3,839

 

 

 

3,152

 

 

 

3,394

 

 

 

3,175

 

 

 

 

3

 

CDTi ADVANCED MATERIALS, INC.

 

Condensed Consolidated Balance Sheet

(in thousands, except share and per share amounts)

(unaudited)

 

 

 

September 30, 2018

 

December 31, 2017

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

3,254

 

$

2,807

 

Accounts receivable, net

 

1,320

 

1,877

 

Inventories

 

1,383

 

1,355

 

Prepaid expenses and other current assets

 

123

 

656

 

Current assets of discontinued operations

 

216

 

1,524

 

Total current assets

 

6,296

 

8,219

 

Property and equipment, net

 

343

 

414

 

Intangible assets, net

 

929

 

1,051

 

Deferred tax assets

 

10

 

644

 

Other assets

 

80

 

62

 

Assets of discontinued operations

 

105

 

424

 

Total assets

 

$

7,763

 

$

10,814

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

1,452

 

$

1,684

 

Accrued expenses and other current liabilities

 

940

 

1,539

 

Income taxes payable

 

811

 

789

 

Liabilities of discontinued operations

 

888

 

2,421

 

Total current liabilities

 

4,091

 

6,433

 

Liabilities of discontinued operations

 

674

 

—

 

Total liabilities

 

4,765

 

6,433

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, par value $0.01 per share: authorized 100,000; no shares issued and outstanding

 

—

 

—

 

Common stock, par value $0.01 per share: authorized 50,000,000; issued and outstanding 4,070,533 and 3,160,747 shares at September 30, 2018 and December 31, 2017, respectively

 

202

 

158

 

Additional paid-in capital

 

240,851

 

238,455

 

Accumulated other comprehensive loss

 

(6,055

)

(5,886

)

Accumulated deficit

 

(232,000

)

(228,346

)

Total stockholders’ equity

 

2,998

 

4,381

 

Total liabilities and stockholders’ equity

 

$

7,763

 

$

10,814

 

 

4