10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                   

Commission File Number: 001-33710

CLEAN DIESEL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
 incorporation or organization) 06-1393453
(I.R.S. Employer
Identification No.)

4567 Telephone Road, Suite 100
                      Ventura, CA  93003(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (805) 639-9458

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                      Yesþ Noo

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).              Yesþ No  o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer   o          Accelerated filer    o           Non-accelerated filer   o          Smaller reporting company þ

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yeso No   þ

As of May 7, 2013, the outstanding number of shares of the registrant’s common stock, par value $0.01 per share, was 7,303,069. 

CLEAN DIESEL TECHNOLOGIES, INC.

TABLE OF CONTENTS

	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets	1
Condensed Consolidated Statements of Operations and Comprehensive Loss	2
Condensed Consolidated Statements of Cash Flows	3
Notes to Condensed Consolidated Financial Statements	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	29
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3. Defaults Upon Senior Securities	30
Item 4. Mine Safety Disclosures	30
Item 5. Other Information	30
Item 6. Exhibits	31
SIGNATURES	32

i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        As used in this Quarterly Report on Form 10-Q, the terms “CDTi” or the “Company” or “we,” “our” and “us” refer to Clean Diesel Technologies, Inc. and its consolidated subsidiaries.

        This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, adopted pursuant to the Private Securities Litigation Reform Act of 1995.  Forward-looking statements involve risks and uncertainties, as well as assumptions, which could cause our results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements generally are identified by the words “may,” “will,” “project,” “might,” “expects,” “anticipates,” “believes,” “intends,” “estimates,” “should,” “could,” “would,” “strategy,” “plan,” “continue,” “pursue,” or the negative of these words or other words or expressions of similar meaning. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. These forward-looking statements are based on information available to us, are current only as of the date on which the statements are made, and are subject to numerous risks and uncertainties that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, the forward-looking statements. For a discussion of such risks and uncertainties, please see the discussion under the caption “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2013, including without limitation the following:

• We have incurred losses and have not experienced positive cash flow from operations in the past and our ability to achieve profitability and positive cash flow from operations, or finance negative cash flow from operations, could depend on reductions in our operating costs, which may not be achievable, or from increased sales, which may not occur;

• The pursuit of opportunities relating to special government mandated retrofit programs requires cash investment in operating expenses and working capital such as inventory and receivables prior to the realization of profits and cash from sales and if we are not successful in accessing cash resources to make these investments we may miss out on these opportunities; further, if we are not successful in generating sufficient sales from these opportunities, we will not realize the benefits of the investments in inventory, which could have an adverse effect on our business, financial condition and results of operations;

• Future growth of our business depends, in part, on enforcement of existing emissions-related environmental regulations, further tightening of emission standards worldwide and the general availability of funding for emissions control programs and if such regulations and standards are not enacted or enforced, demand for our products could decrease, which would have an adverse effect on our financial condition and results of operations;

• Historically, we have been dependent on a few major customers for a significant portion of our company’s revenue and our revenue could decline if we are unable to maintain or develop relationships with current or potential customers, or if such customers reduce demand for our products;

• Failure of one or more key suppliers to timely deliver could prevent, delay or limit us from supplying products; and

• Future growth of our business depends, in part, on market acceptance of our catalyst products, successful verification of our products and retention of our verifications and if we do not receive such acceptance or verification, it would have an adverse effect on demand for our catalyst products and our business.

You should not place undue reliance on any forward-looking statements. Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to other forward-looking statements.

ii

PART I—FINANCIAL INFORMATION

Item 1.  Financial Statements

CLEAN DIESEL TECHNOLOGIES, INC.

Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)

	March  31,		December 31,
	2013		2012
ASSETS
Current assets:
Cash	$	4,583	$	6,878
Accounts receivable, net		6,348		5,470
Inventories		8,874		8,697
Prepaid expenses and other current assets		1,463		1,757
Total current assets		21,268		22,802
Property and equipment, net		1,896		2,000
Intangible assets, net		4,138		4,369
Goodwill		6,007		6,087
Other assets		288		183
Total assets	$	33,597	$	35,441
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Line of credit	$	5,141	$	5,476
Shareholder notes payable		3,100		100
Accounts payable		6,813		5,608
Accrued expenses and other current liabilities		4,336		4,514
Income taxes payable		47		22
Total current liabilities		19,437		15,720
Shareholder notes payable, noncurrent		4,500		7,478
Deferred tax liability		785		797
Total liabilities		24,722		23,995
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, par value $0.01 per share: authorized 100,000; no shares issued  and outstanding		-		-
Common stock, par value $0.01 per share: authorized 24,000,000; issued and outstanding 7,303,069 and 7,254,464 shares at March 31, 2013 and December 31, 2012, respectively		73		73
Additional paid-in capital		186,269		186,106
Accumulated other comprehensive loss		(705)		(112)
Accumulated deficit		(176,762)		(174,621)
Total stockholders’ equity		8,875		11,446
Total liabilities and stockholders’ equity	$	33,597	$	35,441

See accompanying notes to condensed consolidated financial statements.

1

CLEAN DIESEL TECHNOLOGIES, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except per share amounts)
(Unaudited)

	Three  Months Ended
	March 31,
	2013		2012
Revenues	$	13,307	$	16,999
Cost of revenues		10,195		13,062
Gross profit		3,112		3,937
Operating expenses:
Selling, general and administrative (including stock-based
compensation expense of $192 and $66)		3,841		4,447
Research and development (including stock-based compensation
expense of $2 and $17)		1,265		1,915
Total operating expenses		5,106		6,362
Loss from operations		(1,994)		(2,425)
Other (expense) income:
Interest expense		(336)		(321)
Other income (expense), net		306		(314)
Total other expense		(30)		(635)
Loss from continuing operations before income taxes		(2,024)		(3,060)
Income tax expense (benefit) from continuing operations		114		(322)
Net loss from continuing operations		(2,138)		(2,738)
Net loss from operations of discontinued Energy Systems division		(3)		(83)
Net loss		(2,141)		(2,821)
Foreign currency translation adjustments		(593)		502
Comprehensive loss		(2,734)		(2,319)
Basic and diluted net loss per share:
Net loss from continuing operations per share	$	(0.29)	$	(0.38)
Net loss from discontinued operations per share		-		(0.01)
Net loss per share	$	(0.29)	$	(0.39)
Weighted-average number of common
shares outstanding - basic and diluted		7,261		7,219

See accompanying notes to the condensed consolidated financial statements.

2

CLEAN DIESEL TECHNOLOGIES, INC.

Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

	Three  Months Ended
	March 31,
	2013		2012
Cash flows from operating activities:
Net loss	$	(2,141)	$	(2,821)
Loss from discontinued operations		3		83
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Depreciation and amortization		334		358
Write-down of excess and obsolete inventory		137		623
Stock-based compensation expense		194		83
(Gain) loss on change in fair value of liability-classified warrants		(3)		141
Gain on foreign currency transactions		(277)		(204)
Other		88		3
Changes in operating assets and liabilities:
Accounts receivable		(1,107)		3,321
Inventories		(417)		(695)
Prepaid expenses and other assets		171		(205)
Accounts payable		1,281		631
Income taxes		69		(601)
Accrued expenses and other current liabilities		(80)		347
Cash (used in) provided by operating activities of continuing operations		(1,748)		1,064
Cash used in operating activities of discontinued operations		(2)		(31)
Net cash (used in) provided by operating activities		(1,750)		1,033
Cash flows from investing activities:
Purchases of property and equipment		(80)		(53)
Investment in unconsolidated affiliate		(66)		-
Net cash used in investing activities		(146)		(53)
Cash flows from financing activities:
Net borrowings under demand line of credit		(334)		(254)
Repayment of capital lease obligations		(2)		(6)
Net cash used in financing activities		(336)		(260)
Effect of exchange rates on cash		(63)		198
Net change in cash		(2,295)		918
Cash at beginning of period		6,878		3,471
Cash at end of period	$	4,583	$	4,389
Supplemental disclosures:
Cash paid for interest	$	271	$	213
Cash paid for income taxes	$	39	$	228

See accompanying notes to the condensed consolidated financial statements.

3

CLEAN DIESEL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.       Organization

a.       Description of Business

Clean Diesel Technologies, Inc. (“CDTi” or the “Company”) is a global manufacturer and distributor of heavy duty diesel and light duty vehicle emissions control systems and products to major automakers and retrofitters. CDTi’s business is driven by increasingly stringent global emission standards for internal combustion engines, which are major sources of a variety of harmful pollutants. The Company has operations in the United States, Canada, the United Kingdom, France, Japan and Sweden as well as an Asian investment and European joint venture.

b.       Liquidity

The Company has suffered recurring losses and negative cash flows from operations since inception, resulting in an accumulated deficit of $176.8 million at March 31, 2013. The Company has funded its operations through equity sales, debt and bank borrowings.

The Company has a $7.5 million secured demand facility backed by its receivables and inventory with Faunus Group International, Inc. (“FGI”). At March 31, 2013, the Company had $5.1 million in borrowings outstanding under this facility with $2.4 million available, subject to the availability of eligible accounts receivable and inventory balances for collateral. There is no guarantee that the Company will be able to borrow to the full limit of $7.5 million if FGI chooses not to finance a portion of its receivables or inventory. Additionally, FGI can cancel the facility at any time.

The Company also has a purchase agreement with Lincoln Park Capital (“LPC”), under which the Company has the right, in its sole discretion, over a 30-month period to sell up to $10.0 million in common stock to LPC in amounts limited to $0.5 million to $1.5 million per sale, depending on the price of the Company's common stock as set forth in the purchase agreement. The Company currently has registered 1,702,836 shares for purchase shares under the agreement. However, the aggregate number of shares issued pursuant to the purchase agreement is limited to 1,434,994 shares of common stock (19.99% of the outstanding shares of the Company’s common stock on October 7, 2011, the date of the purchase agreement) (the “Exchange Cap”), unless and until shareholder approval is obtained. The Exchange Cap is not applicable for at-market transactions, defined as when the average price for all shares purchased pursuant to the purchase agreement is greater than or equal the signing price per the agreement of $2.76 plus $0.254, or $3.014 per share. Assuming a purchase price of $2.18 per share (the closing sale price of the Company’s common stock on March 31, 2013) and the purchase by LPC of the full 1,702,836 currently registered purchase shares, proceeds to the Company would be $3.7 million. If the purchase was limited to the Exchange Cap of 1,434,994 shares, the proceeds to the Company would be $3.1 million. There have been no sales to date under this arrangement.

On May 15, 2012, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission ("SEC") (the “Shelf Registration”) which was declared effective by the SEC on May 21, 2012. The Shelf Registration permits the Company to sell, from time to time, up to an aggregate of $50.0 million of various securities. There have been no issuances to date under this registration statement.

On January 30, 2013, the Company and Kanis S.A. agreed to amend certain terms of the Company’s outstanding 6% shareholder note due 2013 to change the maturity date from June 30, 2013 to June 30, 2015 and to increase the interest rate from 6% to 8% beginning on June 30, 2013. In addition, the payment premium due under this note was changed from a range of $100,000 to $200,000, based proportionally on the number of days that the loan remains outstanding, to a fixed amount of $250,000 with $100,000 payable on June 30, 2013 and the remaining amount payable at maturity on June 30, 2015.

Also on January 30, 2013, the Company and Kanis S.A. entered into a letter agreement regarding the Company’s 8% subordinated convertible notes due 2016 whereby Kanis S.A. agreed not to accelerate the maturity of these convertible notes during the 2013 calendar year.

At March 31, 2013, the Company had $4.6 million in cash. Due to the availability under the secured demand facility with FGI and the purchase agreement with LPC, management believes that the Company will have access to sufficient working capital to sustain operations through at least the next twelve months. However, there is no assurance that, if necessary, the Company will be able to raise additional capital or reduce discretionary spending to provide the required liquidity.

4

CLEAN DIESEL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

2.Summary of Significant Accounting Policies

a.Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been reflected. The results reported in these condensed consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), but is not required for interim reporting purposes, has been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in Clean Diesel Technologies, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

b.Principles of Consolidation

The condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

c.Use of Estimates

 The preparation of financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates and assumptions are based on management’s best estimates and judgment. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to impairment of goodwill and long-lived assets, stock-based compensation, the fair value of financial instruments including warrants, allowance for doubtful accounts, inventory valuation, taxes and contingent and accrued liabilities. The Company bases its estimates on historical experience and various other factors, including the current economic environment, which it believes to be reasonable under the circumstances. Estimates and assumptions are adjusted when facts and circumstances dictate. Actual results may differ from these estimates under different assumptions and conditions. Management believes that the estimates are reasonable.

d.       Concentration of Risk

For the periods presented below, one customer accounted for 10% or more of the Company’s revenue as follows:

	Three Months Ended
	March 31,
Customer	2013	2012
A	40%	24%

Customer A is an automotive original equipment manufacturer (“OEM”) and sales to this customer are within the Catalyst segment.

For the periods presented below, certain customers accounted for 10% or more of the Company’s accounts receivable balance as follows:

	March 31, 2013	December 31, 2012
Customer
A	32%	31%
B	10%	6%
C	-	12%

Customer A above is an automotive OEM and customers B and C are diesel system distributors.

5

CLEAN DIESEL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

For the periods presented below, certain vendors accounted for 10% or more of the Company’s raw material purchases as follows:

	Three Months Ended
	March 31,
	2013	2012
Vendor
A	16%	9%
B	16%	8%
C	13%	15%
D	13%	4%

Vendors A and D above are substrate suppliers, vendor B is a rare earth materials supplier and vendor C is a catalyst supplier.

e.Net Loss per Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares and dilutive potential common shares. Dilutive potential common shares include employee stock options and restricted share units (“RSUs”) and warrants and debt that are convertible into the Company’s common stock.

Diluted net loss per share excludes certain dilutive potential common shares outstanding as their effect is anti-dilutive. Because the Company incurred net losses in the three months ended March 31, 2013 and 2012, the effect of potentially dilutive securities has been excluded in the computation of net loss per share and net loss from continuing operations per share as their impact would be anti-dilutive. Potential common stock equivalents excluded consist of the following (in thousands):

	March 31,
	2013	2012
Common stock options	786	754
RSUs	371	178
Warrants	923	935
Convertible notes	250	370
Total	2,330	2,237

         f.Fair Value of Financial Instruments

Accounting Standards Codification ("ASC") Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. The fair values of the Company’s cash, trade accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate carrying values due to the short maturity of these instruments. The fair value of borrowings under the line of credit approximates their carrying value due to the variable interest rates. The fair value of shareholder notes payable, noncurrent, calculated using level 3 inputs, including a Black-Scholes option-pricing model to value the debt’s conversion factor, a Monte Carlo simulation model to value warrants and a net present value model is $7.4 million at March 31, 2013.

g.Reclassifications

Certain prior-period amounts have been reclassified to conform to the current period presentation. These changes had no impact on the previously reported consolidated results of operations or stockholders' equity.

6

CLEAN DIESEL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

h.Recently Adopted Accounting Guidance

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which requires disclosure of significant amounts reclassified out of accumulated other comprehensive income by component and their corresponding effect on the respective line items of net income. This guidance is effective for reporting periods beginning after December 15, 2012. Adoption of this guidance on January 1, 2013 did not have a material impact on the Company’s consolidated financial statements or financial statement disclosures.

i.Recently Issued Accounting Guidance

In March 2013, the FASB issued ASU No. 2013-05, "Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity," ("ASU 2013-05"). The objective of ASU 2013-05 is to resolve the diversity in practice regarding the release into net income of the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. ASU 2013-05 is effective for reporting periods beginning after December 15, 2013 and is not expected to have a material impact on the Company’s consolidated financial statements or financial statement disclosures.

3.    Inventories

Inventories consist of the following (in thousands):

	March 31, 2013		December 31, 2012
Raw materials	$	4,670	$	4,340
Work in progress		1,853		1,815
Finished goods		2,351		2,542
	$	8,874	$	8,697

4.Goodwill and Intangible Assets

Goodwill

The Company’s Engine Control Systems reporting unit, which is within its Heavy Duty Diesel Systems reporting segment, contains all of the Company’s allocated goodwill. The changes in the carrying amount of goodwill for the three months ended March 31, 2013 are as follows (in thousands):

Balance at December 31, 2012	$	6,087
Effect of translation adjustment		(80)
Balance at March 31, 2013	$	6,007

7

CLEAN DIESEL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Intangible Assets

Intangible assets consist of the following (in thousands):

	Useful Life	March 31,		December 31,
	in Years	2013		2012
Trade name	15 – 20	$	1,388	$	1,404
Patents and know-how	5 – 12		4,994		5,072
Customer relationships	4 – 8		1,255		1,269
			7,637		7,745
Less accumulated amortization			(3,499)		(3,376)
		$	4,138	$	4,369

The Company recorded amortization expense related to amortizable intangible assets of $0.2 million during each of the three months ended March 31, 2013 and 2012.

Estimated amortization expense for existing intangible assets for each of the next five years is as follows (in thousands):

Years ending December 31:
Remainder of 2013	$	525
2014		700
2015		695
2016		543
2017		532

5.       Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

	March, 31		December, 31
	2013		2012
Accrued salaries and benefits	$	1,283	$	1,347
Accrued warranty		824		665
Liability for consigned precious metals		697		694
Accrued severance and other charges		277		490
Sales tax payable		214		216
Other		1,041		1,102
	$	4,336	$	4,514

6.Severance and Other Charges

During 2012, the Company initiated actions to streamline both its facilities and its workforce. These actions were deemed necessary to meet the demands of the markets served by the Company and the economic environment and to improve profitability. The Company terminated 41 employees throughout North America, Europe, the United Kingdom and Asia. The Company also incurred lease termination costs related to the exit of a lease in North America and asset impairment expense related to the exit of this facility as well as to the exit of a leased facility in the United Kingdom.

8

CLEAN DIESEL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following summarizes the activity in the Company’s accrual for severance and other charges (in thousands):

	Severance		Lease Exit Costs		Total
Accrual at December 31, 2012	$	306	$	184	$	490
Payments and other settlements in 2013		(176)		(34)		(210)
Translation adjustment		(3)		-		(3)
Accrual at March 31, 2013	$	127	$	150	$	277

The Company expects to pay substantially all of the remaining amounts during the year ended December 31, 2013.

7.       Accrued Warranty

Changes in the Company’s product warranty reserve are as follows (in thousands):

	Three Months Ended
	March 31,
	2013		2012
Balance at beginning of period	$	665	$	645
Accrued warranty expense		199		217
Warranty claims paid		(19)		(123)
Translation adjustment		(21)		18
Balance at end of period	$	824	$	757

8.Debt

Debt consists of the following (in thousands):

	March 31,		December, 31
	2013		2012
Line of credit with FGI	$	5,141	$	5,476
6% shareholder note due 2015		1,655		1,638
8% subordinated convertible shareholder notes due 2016		3,000		3,000
8% shareholder note due 2015		2,945		2,940
		12,741		13,054
Less current portion		(8,241)		(5,576)
	$	4,500	$	7,478

 9

CLEAN DIESEL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 Line of Credit with FGI

On February 14, 2011, the Company and certain of its subsidiaries (the “Credit Subsidiaries”) entered into Sale and Security Agreements with FGI to provide for a $7.5 million secured demand facility backed by its receivables and inventory (the “FGI Facility”). The Company and the Credit Subsidiaries also entered into guarantees to guarantee the performance of their obligations under the Sale and Security Agreements. The Company also granted FGI a first lien collateral interest in substantially all of its assets. On August 15, 2012, the Company and FGI agreed to amend the FGI Facility. As amended, the initial term was extended from February 14, 2013 to August 15, 2015 and may be extended at the Company’s option for additional one-year terms. However, FGI can cancel the facility at any time.

Under the FGI Facility, as amended, FGI can elect to purchase eligible accounts receivables from the Company and the Credit Subsidiaries at up to 80% of the value of such receivables (retaining a 20% reserve). Purchased receivables are subject to full recourse to the Company in the event of nonpayment by the customer. FGI becomes responsible for the servicing and administration of the accounts receivable purchased. The Company is not obligated to offer accounts in any month and FGI has the right to decline to purchase any accounts. At FGI’s election, FGI may advance the Company up to 80% of the value of any purchased accounts receivable, subject to the $7.5 million limit. Reserves retained by FGI on any purchased receivable are expected to be refunded to the Company net of interest and fees on advances once the receivables are collected from customers. The Company may also borrow against eligible inventory up to the inventory sublimit, as determined by FGI, subject to the aggregate $7.5 million limit under the FGI Facility and certain other conditions. At March 31, 2013, the inventory sublimit amount was the lesser of $2.0 million or 50% of the aggregate purchase price paid for accounts receivable purchased under the FGI facility.

The interest rate on advances or borrowings under the FGI Facility, as amended, is the greater of (i) 6.50% per annum and (ii) 2.50% per annum above the prime rate, as defined. Any advances or borrowings under the FGI Facility are due on demand. The Company also agreed to pay FGI collateral management fees of 0.30% per month on the face amount of eligible receivables as to which advances have been made and 0.38% per month on borrowings against inventory, if any. At any time outstanding advances or borrowings under the FGI Facility are less than $2.4 million, the Company agreed to pay FGI standby fees of (i) the interest rate on the difference between $2.4 million and the average outstanding amounts and (ii) 0.44% per month on 80% of the amount by which advances or borrowings are less than the agreed $2.4 million minimum.

If the Company terminates the FGI facility prior to the last day of the initial term, as extended, or any additional term, it must pay a termination fee of 2% of the facility limit then in effect. No termination fee will be due if the Company notifies FGI of its intent to terminate within 10 days of FGI increasing the reserve percentage for accounts to greater than 40% for more than 30 consecutive days. FGI may terminate the facility at any time. The termination fee is not payable upon a termination by FGI or upon non-renewal.

The Company accounts for the sale of accounts receivable under the FGI Facility as a secured borrowing with a pledge of the subject receivables as collateral in accordance with ASC 860, “Transfers and Servicing.”At March 31, 2013, the Company had $5.2 million of gross accounts receivable pledged to FGI as collateral for short-term debt in the amount of $3.1 million. At March 31, 2013, the Company also had $2.0 million in borrowings outstanding against eligible inventory. The Company was in compliance with the terms of the FGI Facility at March 31, 2013. However, there is no guarantee that the Company will be able to borrow to the full limit of $7.5 million if FGI chooses not to finance a portion of its receivables or inventory.

6% Shareholder Note Due 2015

On December 30, 2010, the Company executed a Loan Commitment Letter with Kanis S.A., a shareholder of the Company, pursuant to which Kanis S.A. loaned the Company $1.5 million. The loan is unsecured and bears interest on the unpaid principal at a rate of 6%, with interest only payable quarterly in arrears, commencing March 31, 2011. In addition to principal and accrued interest, the Company was obligated to pay Kanis S.A. at maturity a “Payment Premium” ranging from $100,000 to $200,000 based proportionally on the number of days that the loan remains outstanding. There is no prepayment penalty. The loan originally matured on June 30, 2013. On January 30, 2013, the Company and Kanis S.A. agreed to amend certain terms of the loan to change the maturity date from June 30, 2013 to June 30, 2015 and to increase the interest rate from 6% to 8% beginning on June 30, 2013. In addition, the payment premium due under this note was changed to a fixed amount of $250,000 with $100,000 payable on June 30, 2013 and the remaining amount payable at maturity on June 30, 2015.

10

CLEAN DIESEL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

In connection with the original loan, the Company issued Kanis S.A. warrants to acquire 25,000 shares of its common stock at $10.40 per share. The relative estimated fair value of such warrants represents a discount from the face amount of the loan and has been recorded as a discount from the loan amount. The discount is being amortized using the effective interest method over the term of the loan.

8% Subordinated Convertible Shareholder Notes Due 2016

On April 11, 2011, the Company entered into a Subordinated Convertible Notes Commitment Letter with Kanis S.A. 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 Kanis S.A. purchased from the Company at par $3.0 million aggregate principal amount of the Notes, which bear interest at a rate of 8% per annum, payable quarterly in arrears.

The Notes have a stated maturity of five years from the date of issuance. The original agreement allowed for the acceleration of the maturity of the Notes if: (i) the Company was in breach of the notes or other agreements with Kanis S.A., or (ii) Kanis S.A. provided written notice, not less than 30 days prior to such date, that it elected to accelerate the maturity to a date not earlier than November 11, 2012. On February 16, 2012, the Company and Kanis S.A. agreed to amend the terms of the Notes to modify the early redemption date from November 11, 2012 to May 12, 2013. On January 30, 2013, the Company and Kanis S.A. entered into a letter agreement regarding the Notes whereby Kanis S.A. agreed not to accelerate the maturity of these convertible notes during the 2013 calendar year.

The Notes also provide that the Company has the option to redeem the Notes at any time at a price equal to 100% of the face amount plus accrued and unpaid interest through the date of redemption. There is no prepayment penalty. The Notes are unsecured obligations of the Company and subordinated to existing and future secured indebtedness of the Company.

The outstanding principal balance of, plus accrued and unpaid interest on, the Notes were convertible into shares of the Company’s common stock at an initial conversion price equal to $7.044 per share, which was 120% of the closing bid price per share of the Company’s common stock on April 8, 2011, into no more than 369,853 shares. The Company evaluated the Notes and determined that there were no embedded derivatives contained in the Notes that require separate accounting. Additionally, there was no beneficial conversion feature associated with the Notes since the conversion price was not lower than the estimated fair market value of the Company’s common stock on the issuance date. As such, the entire proceeds from the Notes are recorded as debt in the condensed consolidated balance sheets.

On July 27, 2012, the Company and Kanis S.A. further amended the terms of the Notes to modify the conversion feature. As amended, the outstanding principal balance of, and accrued and unpaid interest on, the Notes are convertible, at the option of Kanis S.A. at any time upon written notice given not less than 75 calendar days prior to the date of conversion, into no more than 250,000 shares of the Company’s common stock at a conversion price of $4.00 per share. The Company evaluated the modification and determined that the modification was not substantial and did not qualify as a debt extinguishment. Accordingly, no gain or loss was recognized from the modification.

In connection with the February 16, 2012 amendment, the Company issued to Kanis S.A. warrants to acquire 5,000 shares of its common stock at $3.80 per share. The warrants are exercisable on or after August 16, 2014 and expire on the earlier of (x) August 16, 2017 and (y) that date that is 30 days after the Company gives notice to the warrant holder that the market value of one share of its common stock has exceeded 130% of the exercise price of the warrant for 10 consecutive days, which 10 consecutive days commence on or after August 16, 2014. The Company did not receive any cash consideration for the issuance of the warrants. The Company relied on the private placement exemption provided by Regulation S.

8% Shareholder Note Due 2015

On July 27, 2012, the Company executed a Loan Commitment Letter with Kanis S.A., pursuant to which the Company issued a promissory note in the principal amount of $3.0 million, which bears interest at 8% per annum, payable quarterly in arrears. The promissory note matures on July 27, 2015. There is no prepayment penalty or premium. The promissory note is unsecured.

11

CLEAN DIESEL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

In connection with promissory note, the Company issued Kanis S.A. a warrant to acquire 45,000 shares of its common stock at $2.09 per share, a third of which become exercisable on the issuance date and each of the first and second anniversaries of the issuance date. This warrant expires on July 27, 2018. The Company did not receive any cash consideration for the issuance of this warrant, which was issued in reliance upon the private placement exemption provided by Regulation S. The relative estimated fair value of such warrant represents a discount from the face amount of the loan and has been recorded as a discount from the loan amount. The discount is being amortized using the effective interest method over the term of the loan.

9.Stockholders’ Equity

At March 31, 2013, the Company had 24.1 million shares authorized, 24.0 million of which are $0.01 par value common stock and 0.1 million of which are $0.01 par value preferred stock.

Shelf Registration

On May 15, 2012, the Company filed a Shelf Registration which was declared effective by the SEC on May 21, 2012. The Shelf Registration permits the Company to sell, from time to time, up to an aggregate of $50.0 million of various securities, including common stock, preferred stock, warrants to purchase common stock or preferred stock and units consisting of one or more shares of common stock, shares of preferred stock, warrants, or any combination of such securities. The Shelf Registration is intended to provide the Company with additional flexibility to access capital markets for general corporate purposes, subject to market conditions and the Company's capital needs. There have been no issuances to date under this registration statement.

Common Stock Purchase Agreement with LPC

On October 7, 2011, the Company signed a Purchase Agreement with LPC, together with a Registration Rights Agreement, whereby LPC agreed to purchase up to $10.0 million of the Company’s common stock over a 30-month period. Pursuant to the Registration Rights Agreement, the Company filed a registration statement on Form S-1 with the SEC on October 13, 2011 covering 1,823,577 shares that have been issued or may be issued to LPC under the Purchase Agreement. Of the shares registered, 40,247 shares were issued to LPC as a commitment fee upon entering into the Purchase Agreement; 80,494 shares may be issued to LPC pro rata as an additional commitment fee as up to $10.0 million of the Company’s common stock is purchased by LPC; and 1,702,836 represent shares that the Company may sell to LPC under the Purchase Agreement. The registration statement related to the transaction was declared effective by the SEC on December 5, 2011. Accordingly, the Company has the right, in its sole discretion, over a 30-month period to sell shares of its common stock to LPC in amounts limited to $0.5 million to $1.5 million per sale, depending on the price of the Company's common stock as set forth in the Purchase Agreement, up to the aggregate amount of $10.0 million. The aggregate number of shares issued pursuant to the Purchase Agreement is limited to 1,434,994 shares of common stock (19.99% of the outstanding shares of the Company’s common stock on October 7, 2011, the date of the Purchase Agreement) (the “Exchange Cap”), unless and until shareholder approval is obtained. The Exchange Cap is not applicable for at-market transactions, defined as when the average price for all shares purchased pursuant to the purchase agreement is greater than or equal the signing price of $2.76 plus $0.254, or $3.014 per share. There have been no sales to date under this arrangement.

There are no upper limits to the price LPC may pay to purchase the Company’s common stock and the purchase price of the shares related to the $10.0 million of future funding will be based on the prevailing market prices of the Company’s shares preceding the time of sales as computed in accordance with the Purchase Agreement without any fixed discount, with the Company controlling the timing and amount of future sales, if any, of shares to LPC. The purchase price per share is equal to the lesser of the lowest sales price of the Company’s common stock on the purchase date or the average of the three lowest closing sales prices of the Company’s common stock during the twelve consecutive business days prior to the date of the purchase by LPC.

LPC has agreed not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s shares of common stock. The Company may terminate the Purchase Agreement at any time at its discretion without any cost or penalty. Any proceeds received by the Company under the Purchase Agreement are expected to be used for working capital and general corporate purposes.

12

CLEAN DIESEL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

10.     Warrants

From time to time, the Company issues warrants to purchase its common stock. These warrants have been issued for consulting services, in connection with the Company’s issuance of debt and sales of its common stock.

Warrant activity is summarized as follows: 

	Shares	Weighted Average Exercise Price	Range of Exercise Prices
Outstanding at December 31, 2012	923,090	$      7.77	$2.09-$48.90
Warrants issued	-
Warrants expired/forfeited	-
Outstanding at March 31, 2013	923,090	$      7.77	$2.09-$48.90
Warrants exercisable at March 31, 2013	863,090	$      7.92	$2.09-$48.90

Warrant Liability

The Company evaluates warrants on issuance and at each reporting date to determine proper classification as equity or as a liability. The Company has 379,678 outstanding warrants that it is required to physically settle by delivering registered shares. In addition, while the relevant warrant agreement does not require cash settlement if the Company fails to maintain registration of the warrant shares, it does not specifically preclude cash settlement. Accordingly, the Company’s agreement to deliver registered shares without express terms for settlement in the absence of continuous effective registration is presumed to create a liability to settle these warrants in cash, requiring liability classification. The contracts for the remaining warrants allow for settlement in unregistered shares and do not contain any other characteristics that would result in liability classification. Accordingly, these instruments have been classified in stockholders’ equity in the accompanying condensed consolidated balance sheets and are only valued on the issuance date and not subsequently revalued. The Company evaluated the balance sheet classification of all warrants at March 31, 2013 and noted no changes.

The liability-classified warrants are considered Level 3 in the fair value hierarchy because they are valued based on unobservable inputs. The Company determined the fair value of its liability-classified warrants using a Monte Carlo simulation model, which utilizes multiple input variables to estimate the probability that market conditions will be achieved. The liability, included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets, is remeasured at the end of each reporting period with changes in fair value recognized in other income (expense) in the condensed consolidated statements of operations and comprehensive loss.

The following is a reconciliation of the warrant liability measured at fair value using Level 3 inputs (in thousands):

	Three Months Ended March 31,
	2013	2012
Balance at beginning of period	$ 10	$ 100
Remeasurement of common stock warrants	(3)	141
Balance at end of period	$   7	$ 241

13

CLEAN DIESEL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

11.    Stock-Based Compensation

The Clean Diesel Technologies, Inc. Stock Incentive Plan, as amended (the “Plan”), provides for the awarding of incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares, performance awards, bonuses or other forms of share-based awards, or combinations of these to the Company’s directors, officers, employees, consultants and advisors (except consultants or advisors in capital-raising transactions) as determined by the board of directors. As of March 31, 2013, there were 301,796 shares available for future grants under the Plan.

Total stock-based compensation expense for both employee and non-employee awards for the three months ended March 31, 2013 and 2012 was $0.2 million and $0.1 million, respectively.         

Stock Options

Stock option activity is summarized as follows:

	Options	Weighted Average Exercise Price	Weighted Average  Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at December 31, 2012	785,986	$       7.81	8.48
Granted	-
Forfeited /expired	-
Outstanding at March 31, 2013	785,986	$       7.81	8.24	-
Exercisable at March 31, 2013	453,585	$     11.41	7.70	-

The aggregate intrinsic value represents the difference between the exercise price and the Company’s closing stock price on the last trading day of the quarter.

The Company estimates the fair value of stock options using a Black-Scholes valuation model. The weighted-average fair value and assumptions used for the three months ended March 31, 2012 is summarized below. There were no issuances of stock options during the three months ended March 31, 2013.

	2012
Expected volatility	85.4%
Risk-free interest rate	1.1%
Dividend yield	-
Expected life in years	5.96
Weighted average grant date fair value	$        2.12

Compensation costs for stock options that vest over time are recognized over the vesting period on a straight-line basis. As of March 31, 2013, the Company had $0.6 million of unrecognized compensation cost related to stock option grants that remained to be recognized over vesting periods. These costs are expected to be recognized over a weighted average period of 1.9 years.

14

CLEAN DIESEL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

There was no cash received from option exercises under any share-based payment arrangements for the three months ended March 31, 2013 or 2012.

Restricted Share Units              

RSU activity is as follows:

	Shares	Weighted Average Grant Date Fair Value	Aggregate Intrinsic Value
Non-vested share units at December 31, 2012	167,165	$      3.08	-
Granted	254,411	$      2.17	-
Vested	(48,605)	$      2.21	-
Forfeited	(2,121)	$      2.41	-
Non-vested share units at March 31, 2013	370,850	$      2.94	-

During the three months ended March 31, 2013, the Company granted 254,411 RSUs to executive officers and other key employees. The RSUs are time-based with 225,221 vesting over three years with the remaining 29,190 vesting approximately one year from the date of grant.

As of March 31, 2013, the Company had approximately $0.8 million of unrecognized compensation expense, net of estimated forfeitures, related to RSUs, which will be recognized over a weighted average estimated remaining life of 2.5 years.

12.    Joint Venture

On February 19, 2013, the Company entered into a joint venture agreement (the “Joint Venture Agreement”) with Pirelli & C. Ambiente SpA (“Pirelli”) to form a joint venture entity, Eco Emission Enterprise Srl under the laws of Italy (the “Joint Venture”), through which the Company and Pirelli will jointly sell their emission control products in Europe and the Commonwealth of Independent States ("CIS") countries beginning in the second quarter of 2013. Pursuant to the agreement, both partners will sell products to the Joint Venture which will earn a commission to market and sell these products. As such, all of the Company’s existing business in Sweden and the UK will be conducted through the Joint Venture. 

The Joint Venture Agreement provides that the Company and Pirelli will each hold 50% of the total issued share capital of the Joint Venture. Pursuant to the Joint Venture Agreement, in February 2013, the Company and Pirelli each contributed €50,000 (approximately $66,000) to the Joint Venture as initial capital contributions. In addition, in accordance with the Joint Venture Agreement, CDTi and Pirelli provided shareholder loans of €200,000 (approximately $261,000) each in April 2013. Future contributions from the Company and Pirelli will be provided to the Joint Venture in the form of cash or shareholders loans, from time to time as necessary.

15

CLEAN DIESEL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

13.Contingencies

Legal Proceedings

On April 30, 2010, CDTi received a complaint from the Hartford, Connecticut office of the U.S. Department of Labor (“U.S. DOL”) under Section 806 of the Corporate and Criminal Fraud Accountability Act of 2001, Title VIII of the Sarbanes-Oxley Act of 2002, alleging that a former employee had been subject to discriminatory employment practices. CDTi’s Board of Directors terminated the employee’s employment on April 19, 2010. The complainant in this proceeding does not demand specific relief. However, the statute provides that a prevailing employee shall be entitled to all relief necessary to make the employee whole, including compensatory damages, which may be reinstatement, back pay with interest, front pay, and special damages such as attorney’s and expert witness fees. CDTi responded on June 14, 2010, denying the allegations of the complaint. On March 29, 2011, the U.S. DOL investigator assigned to this matter requested information and documentation regarding the former employee’s allegations and the Company provided responsive documents as requested.  The Company also responded to additional requests from the U.S. DOL regarding electronic correspondence.  On October 6, 2011, the U.S. DOL investigator requested that the Company provide additional information and requested interviews with certain individuals.  The Company responded to those requests. On April 16, 2012, the U.S. DOL requested that the Company take part in non-binding mediation with the former employee. The Company has granted that request, but the former employee declined to participate in mediation.  On July 17, 2012, the U.S. DOL conducted interviews of several former CDTi officers.  On July 31, 2012, the Company submitted Supplemental Briefing to the U.S. DOL pertaining to the protections and applicability of Section 806 of the Sarbanes-Oxley Act of 2002.  The U.S. DOL’s investigation is ongoing.  Based upon current information, management, after consultation with legal counsel defending the Company’s interests, believes the ultimate disposition will have no material effect upon its financial position, results of operations, or cash flows.

BP Products North America (“BP”), a subsidiary of British Petroleum (BP p.l.c.) has made claims against JM as the parent company of and purchaser of AUS, pertaining to the Whiting Refinery SPS NOx Reduction Project.  BP alleges JM is liable for default damages and various other set-offs to the contract price and has retained a significant portion of the contract amount, as well as made claims for additional damages.  JM maintains that it fully performed its obligations under the contract, and BP has acted in bad faith and has inappropriately withheld the contract proceeds and is further liable for various other damages.  On May 12, 2010, JM tendered to the Company a claim for indemnification under the Asset Purchase Agreement dated October 1, 2009, among JM, CSI and AUS.  A recent mediation did not result in a settlement.  On May 14, 2012, JM filed a lawsuit in California state court alleging breach of contract.  On June 25, 2012, BP removed the case to federal court.  On June 29, 2012, BP filed their Answer and Counterclaimed against JM for Breach of Contract.  Discovery is underway. As litigation is still in early stages and discovery is only partially underway, the Company cannot provide a reasonable range of possible outcomes.

In addition to the foregoing, the Company is involved in legal proceedings from time to time in the ordinary course of its business. Management does not believe that any of these claims and proceedings against it is likely to have, individually or in the aggregate, a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

Sales and Use Tax Audit

The Company is undergoing a sales and use tax audit by the State of California on AUS for the period of 2007 through 2009. The audit has identified a project performed by the Company during that time period for which sales tax was not collected and remitted and for which the State of California asserts that proper documentation of resale may not have been obtained and that the Company owes sales tax of $1.3 million. The Company contends and believes that it received sufficient and proper documentation from its customer to support not collecting and remitting sales tax from that customer and is actively disputing the audit report with the State of California. Accordingly, no accrual has been recorded for this matter as the Company does not assess a loss as being probable. Should the Company not prevail in this matter, it has certain indemnifications from its customer related to sales tax and would pursue reimbursement from the customer for all assessments from the State.

14.Segment Reporting

The Company has two division segments based on the products it delivers:

16

CLEAN DIESEL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Heavy Duty Diesel Systems division— The Heavy Duty Diesel Systems division designs and manufactures verified exhaust emissions control solutions. This division offers a full range of products for the verified retrofit and OEM markets through its distributor/dealer network and direct sales. These products are used to reduce exhaust emissions created by on-road, off-road and stationary diesel and alternative fuel engines including propane and natural gas. The retrofit market in the U.S. is driven in particular by state and municipal environmental regulations and incentive funding for voluntary early compliance. The Heavy Duty Diesel Systems division derives significant revenues from retrofit with a portfolio of solutions verified by the California Air Resources Board and the United States Environmental Protection Agency.

Catalyst division— The Catalyst division produces catalyst formulations to reduce emissions from gasoline, diesel and natural gas combustion engines that are offered for multiple markets and a wide range of applications. A family of unique high-performance catalysts has been developed — with base-metals or low platinum group metal and zero platinum group metal content — to provide increased catalytic function and value for technology-driven automotive industry customers. The Catalyst division’s technical and manufacturing competence in the light duty vehicle market is aimed at meeting auto makers’ most stringent requirements, and it has supplied over ten million parts to light duty vehicle customers since 1996. The Catalyst division also provides catalyst formulations for the Company’s Heavy Duty Diesel Systems division. Intersegment revenues are based on market prices.

Corporate— Corporate includes cost for personnel, insurance and public company expenses such as legal, audit and taxes that are not allocated down to the operating divisions.

Discontinued operations— In 2006, the Company purchased AUS, a provider of cost-effective, engineered solutions for the clean and efficient utilization of fossil fuels. AUS, referred to as the Company’s Energy Systems division, provided emissions control and energy systems solutions for industrial and utility boilers, process heaters, gas turbines and generation sets used largely by major utilities, industrial process plants, OEMs, refineries, food processors, product manufacturers and universities. The Energy Systems division delivered integrated systems built for customers’ specific combustion processes. As discussed in Note 15, this division was sold on October 1, 2009.

Summarized financial information for the Company’s reportable segments is as follows (in thousands):

	Three  Months Ended March 31,
	2013	2012
Net sales
Heavy Duty Diesel Systems	$        7,284	$       12,601
Catalyst	6,456	6,104
Corporate	-	-
Eliminations (1)	(433)	(1,706)
Total	$       13,307	$       16,999
(Loss) income from operations
Heavy Duty Diesel Systems	$         (337)	$         (364)
Catalyst	121	(332)
Corporate	(1,817)	(1,688)
Eliminations (1)	39	(41)
Total	$       (1,994)	$      (2,425)

(1)     Elimination of Catalyst revenue and profit in ending inventory related to sales to Heavy Duty Diesel Systems.

17

Net sales by geographic region based on the location of sales organization is as follows (in thousands):

	Three Months Ended March 31,
	2013	2012
United States	$  6,968	$  5,999
Canada	4,836	4,923
United Kingdom	301	4,321
Sweden	1,202	1,756
Total	$ 13,307	$ 16,999

18

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q should also be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2012. This discussion contains forward-looking statements, the accuracy of which involves risks and uncertainties, see “Cautionary Note Concerning Forward-Looking Statements” at the beginning of this Quarterly Report on Form 10-Q. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, as a result of many important factors, including those set forth in Part I — Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

All percentage amounts and ratios included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations were calculated using the underlying data in thousands.

Overview

We are a leading global manufacturer and distributor of heavy diesel and light duty vehicle emissions control systems and products to major automakers and retrofitters. Our emissions control systems and products are designed to deliver high value to our customers while benefiting the global environment through air quality improvement, sustainability and energy efficiency. Our business is driven by increasingly stringent global emission standards for internal combustion engines, which are major sources of a variety of harmful pollutants.

We organize our operations in two business divisions: the Heavy Duty Diesel Systems division and the Catalyst division.

Heavy Duty Diesel Systems: Through our Heavy Duty Diesel Systems division we design and manufacture verified exhaust emissions control solutions. Our Heavy Duty Diesel Systems division offers a full range of products for the verified retrofit and original equipment manufacturer, or OEM, markets through its distribution/dealer network and direct sales. Our products, such as Purifilter^®, Purifier™, ARIS^® and exhaust gas recirculation with selective catalytic reduction are used to reduce exhaust emissions created by on-road, off-road and stationary diesel and alternative fuel engines including propane and natural gas. Revenues from our Heavy Duty Diesel Systems division accounted for approximately 55% and 74% of the total consolidated revenues for the three months ended March 31, 2013 and 2012, respectively.

Catalyst: Through our Catalyst division, we produce catalyst formulations to reduce emissions from gasoline, diesel and natural gas combustion engines that are offered for multiple markets and a wide range of applications. A family of unique high-performance catalysts has been developed — with base-metals or low platinum group metal and zero- platinum group metal content — to provide increased catalytic function and value for technology-driven automotive industry customers. Our technical and manufacturing competence in the light duty vehicle market is aimed at meeting auto makers’ most stringent requirements, and we have supplied over ten million parts to light duty vehicle customers since 1996. Our Catalyst division also provides catalyst formulations for our Heavy Duty Diesel Systems division. Revenues from our Catalyst division accounted for approximately 45% and 26% of the total consolidated revenues for the three months ended March 31, 2013 and 2012, respectively.

19

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the financial statements. Critical accounting policies are those accounting policies that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on financial condition or operating performance. While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results may differ from these estimates under different assumptions or conditions.

We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition, allowance for doubtful accounts, inventory valuation, product warranty reserves, accounting for income taxes, goodwill, impairment of long-lived assets other than goodwill and stock-based compensation have the greatest potential impact on our condensed consolidated financial statements. Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for our year ended December 31, 2012 for a more complete discussion of our critical accounting policies and estimates.

Recently Issued Accounting Guidance

In March 2013, the FASB issued ASU No. 2013-05, "Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity," ("ASU 2013-05"). The objective of ASU 2013-05 is to resolve the diversity in practice regarding the release into net income of the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. ASU 2013-05 is effective for reporting periods beginning after December 15, 2013 and is not expected to have a material impact on our consolidated financial statements or financial statement disclosures.

For additional discussion regarding other recent accounting pronouncements, see Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Recent Developments

Joint Venture Agreement with Pirelli & C. Ambiente SpA

On February 19, 2013, we entered into a joint venture agreement (the "Joint Venture Agreement") with Pirelli & C. Ambiente SpA ("Pirelli") to form the joint venture entity, Eco Emission Enterprise Srl, under the laws of Italy (the "Joint Venture") through which we and Pirelli will jointly sell our emission control products in Europe and the Commonwealth of Independent States ("CIS") countries. The Joint Venture Agreement provides that we and Pirelli will each hold 50% of the total issued share capital of the Joint Venture. In conjunction with the formation and operation of the Joint Venture, in February 2013, we and Pirelli have each made an initial contribution of €50,000 (approximately $66,000) to the Joint Venture. In addition, in accordance with the Joint Venture Agreement, we and Pirelli each provided shareholder loans of €200,000 (approximately $261,000) in April 2013. Future contributions from us and Pirelli will be provided to the Joint Venture in the form of cash or shareholders loans, from time to time as necessary. The operations of the Joint Venture are expected to commence in the second quarter of 2013.

Amendment to 6% Shareholder Note Due 2013

On January 30, 2013, we and Kanis S.A. entered into an amendment to amend certain terms of our outstanding 6% note due 2013. As amended, the maturity date was changed from June 30, 2013 to June 30, 2015. In addition, the payment premium due under this note was changed from a range of $100,000 to $200,000, based proportionally on the number of days that the loan remains outstanding, to a fixed amount of $250,000, with $100,000 payable on June 30, 2013 and the remaining $150,000 payable at maturity on June 30, 2015. Finally, the interest rate was changed from 6% to 8% as of June 30, 2013. For more information relating to the terms of this note see “— Description of Indebtedness” below and Note 8 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

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Letter Agreement related to 8% subordinated convertible note due 2016

On January 30, 2013, we and Kanis S.A. entered into a letter agreement regarding our outstanding 8% subordinated convertible note due 2016 whereby Kanis S.A. has agreed not to accelerate the maturity of these notes during the 2013 calendar year. For more information relating to the terms of our 8% subordinated convertible note due 2016, see “— Description of Indebtedness” below and Note 8 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Factors Affecting Future Results

Factors Affecting our Heavy Duty Diesel Systems Division

The nature of our business and, in particular, our Heavy Duty Diesel Systems division, is heavily influenced by government funding of emissions control projects and increased diesel emission control regulations and mandates. Compliance with these regulatory initiatives drives demand for our products and the timing of implementation of emission reduction projects.

Emission reduction programs are often one-off, or have staggered compliance dates, which mean they do not generally result in a regular source of recurring revenues for our company. For example, London, U.K. had mandated that certain heavy duty diesel vehicles entering the London Low Emissions Zone (or LEZ) were required to meet certain emission standards by January 2012. We believe that approximately 20,000 such vehicles were required to have a retrofit emission control device installed on the vehicle by year-end 2011. In December 2011, the regulator extended the deadline for compliance into the first quarter of 2012. We believe that the bulk of the vehicles were retrofitted in the fourth quarter of 2011, with sales of our products of approximately $6 million in the fourth quarter and $8 million in the full year 2011. However, due to the extension, we recorded additional sales of $4.3 million and $1.0 million in the first and second quarters of 2012, respectively. This program is now complete and as such, we do not expect system sales in London in 2013. In addition, the California Air Resources Board ("CARB") has mandated that all Class 7 and Class 8 heavy diesel trucks meet certain emission targets by 2016, with interim targets established for 2011, 2012 and 2013, such that 90% of current operating diesel trucks will be required to meet these targets by 2014. We estimate that this rule will require well over 100,000 heavy duty diesel trucks to be replaced or retrofitted. According to industry estimates, approximately 66,000 vehicles have elected or will elect to retrofit between 2011 and 2015. We believe that the rate of adoption of electing to retrofit by truck owners as well as the overall level of retrofit activity and our ability to gain sales are dependent upon several factors, including the level of enforcement of the mandate by CARB, the level of new truck acquisitions by truck owners and also our success in attaining the required verifications and approvals for products currently under review by CARB. In 2012, we experienced a slower than anticipated ramp up in adoption by truck owners, a delay in enforcement by CARB and a delay in verification for a product which was under review by CARB. This resulted in weaker than expected sales in 2012. CARB began to actively enforce the regulation in the latter part of 2012. In January 2013, we received the product verification from CARB. In addition, a key competitor exited the market. We continue to pursue this retrofit opportunity and expect sales in California in 2013 to be higher than in 2012. However, the rate of adoption, industry projections pertaining to the overall market opportunity remain uncertain and could result in fluctuations in revenue and working capital requirements from quarter-to-quarter next year.

Factors Affecting our Catalyst Division

 Because the customers of our Catalyst division are primarily OEM auto makers, our business is also affected by macroeconomic factors that impact the automotive industry generally, which can result in increased or decreased purchases of vehicles, and consequently demand for our products. Sales to our largest OEM auto customer were positively impacted during 2012 due to increased vehicle shipments, expansion of our catalysts onto new vehicle platforms, increased purchasing by the customer to build initial stock of parts for a new model and an increase in pass through sales of rare earth materials due to increased prices of these materials. In addition, our sales and gross margins are also impacted by the pass through sales of rare earth materials and the extent to which the price increases are shared with our customer.  Through June 2012, the customer was reimbursing us for substantially the full amount actually spent by us on these materials. For the balance of the year, our customer reimbursed us partially, pending the agreement on a formula for this reimbursement which is based on formulae established by this customer with other vendors.  A formula has been agreed to between our customer and us for all shipments going forward from January 1, 2013.  Based on this agreed formula, reimbursement from our customer is expected to approach our costs as we deplete existing higher-priced inventory levels. The resolution of the rare earth reimbursement has enabled improved gross margins in this business in the first quarter of 2013 and we expect to see improved margins as 2013 progresses. However, this formula is based on published indices of rare earth prices and, as such,we could experience margin reductions if the formula does not accurately reflect our actual costs.

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Supply of Catalyst Division Products to Heavy Duty Diesel Systems Division

Our strategy is to progressively utilize the products of our Catalyst division in the products of our Heavy Duty Diesel Systems division. We anticipate that our intercompany sales of catalysts will increase compared to historical levels, as our planned new products are approved by the regulatory agencies and begin to generate sales. While this will not impact our reported sales, we believe that the manufacturing gross margin associated with these sales will improve our total gross margin.

Impact of the Pirelli Joint Venture

In February 2013, we announced the formation of a Joint Venture with Pirelli (See “—Recent Developments—Joint Venture Agreement with Pirelli & C. Ambiente SpA”above). The purpose of the Joint Venture is to market and sell products manufactured by both CDTi and Pirelli in Europe and the CIS countries.  As such, both partners will sell products to the Joint Venture which will earn a commission to market and sell these products. All existing CDTi business in Sweden and the UK will be conducted through the joint venture. As a result, we will experience a decline in revenues and, hence, gross margins realized on our sales to the Joint Venture. Offsetting this decline in gross margins will be a reduction in infrastructure costs in Europe, as we will reduce sales, marketing and administrative activities in Europe as the majority of these activities will now be handled by the Joint Venture. We expect the price and margin impact to begin in the second quarter of 2013. Our infrastructure reduction is expected to be largely completed by the end of 2013. Lastly, it is the expectation of both partners that the Joint Venture will result in additional business for both companies’ products over the next several years.

Results of Operations

Comparison of Three Months Ended March 31, 2013 to Three Months Ended March 31, 2012

Revenues

The table below and the tables in the discussion that follow are based upon the way we analyze our business. See Note 14 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information about our divisions.

	Three Months Ended March 31,
	2013	% of Total Revenue	2012	% of Total Revenue	$ Change	% Change
	(Dollars in millions)
Heavy Duty Diesel Systems	$7.3	54.7%	$12.6	74.1%	$(5.3)	(42.2)%
Catalyst	6.5	48.5%	6.1	35.9%	0.4	5.8%
Intercompany revenue	(0.5)	(3.2)%	(1.7)	(10.0%)	1.2	(74.6)%
Total revenue	$13.3	100.0%	$17.0	100.0%	$(3.7)	(21.7)%

Total revenue for the three months ended March 31, 2013 decreased by $3.7 million, or 21.7%, to $13.3 million from $17.0 million for the three months ended March 31, 2012.

Revenues for our Heavy Duty Diesel Systems division for the three months ended March 31, 2013 decreased $5.3 million, or 42.2%, to $7.3 million from $12.6 million for the three months ended March 31, 2012. The decrease was due to decreased retrofit sales of $4.9 million and decreased non-retrofit sales of $0.4 million. Retrofit sales decreased $4.3 million in the London LEZ and decreased $0.6 million in North America. The decrease in North America consisted of an increase of $0.5 million in California sales under the California Truck and Bus Rule with decreases in the other 49 states. Non-retrofit sales decreased due to a decline in European mining of $0.5 million and a decrease in standard exhaust products of $0.6 million partially offset by $0.3 million in increased sales of fuel-borne catalysts in Europe, $0.3 million in sustainable system sales in North America and $0.1 million increase in licensing revenue.

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Revenues for our Catalyst division for the three months ended March 31, 2013 increased $0.4 million, or 5.8%, to $6.5 million from $6.1 million for the three months ended March 31, 2012. Excluding intercompany revenue, sales for this division increased 36.9% to $6.0 million for the three months ended March 31, 2013 as compared to $4.4 million for the three months ended March 31, 2012. The increase was due to a $1.2 million increase in sales to our Japanese OEM customer and an increase of $0.4 million in sales to other OEM customers.

We eliminate intercompany sales by the Catalyst division to our Heavy Duty Diesel Systems division in consolidation.   

Cost of revenues

Cost of revenues decreased $2.8 million, or 21.9% to $10.2 million for the three months ended March 31, 2013, compared to $13.0 million for the three months ended March 31, 2012. The decrease in cost of revenues was primarily due to lower product sales volume. Additionally, we incurred $0.6 million in expense for the write-down of excess inventory during the three months ended March 31, 2012 primarily related to the London LEZ program, which was completed in 2012.

Gross profit

The following table shows our gross profit and gross margin (gross profit as a percentage of revenues) by division for the periods indicated.

	Three Months Ended March 31,
	2013	% of Revenue (1)	2012	% of Revenue (1)	$ Change	% Change
	(Dollars in millions)
Heavy Duty Diesel Systems	$  1.8	25.2%	$   2.8	22.0%	$   (1.0)	(33.8)%
Catalyst	1.2	19.2%	1.2	19.8%	-	2.7%
Intercompany eliminations	0.1	-	-	-	0.1	NM
Total gross profit	$   3.1	23.4%	$   4.0	23.2%	$   (0.9)	(21.0)%

(1)Division calculation based on division revenue. Total based on total revenue.

Gross profit for the three months ended March 31, 2013 decreased by $0.9 million, or 21.0%, to $3.1 million from $4.0 million for the three months ended March 31, 2012. Gross margin was 23.4% during the three months ended March 31, 2013 compared to 23.2% during the three months ended March 31, 2012.

The increase in gross margin for our Heavy Duty Diesel Systems division from 22.0% for the three months ended March 31, 2012 to 25.2% for the three months ended March 31, 2013 is a result of favorable product mix in 2013 and a $0.5 million reduction in the inventory obsolescence charges which were higher in the three months ended March 31, 2012 primarily due to the London LEZ program.   

The decrease in gross margin for our Catalyst division from 19.8% for the three months ended March 31, 2012 to 19.2% for the three months endedMarch 31, 2013 is due to an unfavorable product mix with significantly lower intercompany diesel sales in the three months ended March 31, 2013 as compared to the comparable period in 2012.

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Operating expenses

The following table shows our operating expenses and operating expenses as a percentage of revenues for the periods indicated.

	Three Months Ended March 31,
	2013	% of Total Revenue	2012	% of Total Revenue	$ Change	% Change
	(Dollars in millions)
Selling, general and administrative	$    3.8	28.9%	$    4.5	26.2%	$    (0.7)	(13.9)%
Research and development	1.3	9.5%	1.9	11.3%	(0.6)	(33.9)%
Total operating expenses	$    5.1	38.4%	$    6.4	37.5%	$    (1.3)	(19.7)%

For the three months ended March 31, 2013, operating expenses decreased by $1.3 million to $5.1 million from $6.4 million for the three months ended March 31, 2012.

Selling, general and administrative expenses

For the three months ended March 31, 2013, selling, general and administrative expenses decreased by $0.7 million, or 13.9%, to $3.8 million from $4.5 million for the three months ended March 31, 2012. This decrease is a result of cost savings due to headcount reductions made during 2012, a decrease in recruiting fees related to the hiring of two executives in the three months ended March 31, 2012, and to lower outside accounting and audit fees, travel expenses and public relations and marketing costs. Selling, general and administrative expenses as a percentage of revenues increased to 28.9% in the three months ended March 31, 2013 compared to 26.2% in the three months ended March 31, 2012.

Research and development expenses

Research and development expenses for the three months ended March 31, 2013 decreased by $0.6 million, or 33.9%, to $1.3 million from 1.9 million for the three months ended March 31, 2012. This decrease is a result of cost savings due to headcount reductions made in 2012 and a decrease in product verification testing and pre-production scale up activities in the three months ended March 31, 2013 as compared to the comparable period in 2012.  As a percentage of revenues, research and development expenses were 9.5% in the three months ended March 31, 2013, compared to 11.3% in the three months ended March 31, 2012.

Other expense

The following table shows the components of other expense and other (expense) income as a percentage of revenues for the periods indicated.

	Three Months Ended March 31,
	2013	% of Total Revenue	2012	% of Total Revenue
	(Dollars in millions)
Interest expense	$(0.3)	(2.5)%	$(0.3)	(1.9)%
Loss on change in fair value of common stock warrant liability	-	-	(0.1)	(0.8)%
Foreign currency exchange (loss) gain	0.3	2.5%	(0.2)	(1.1)%
Total other expense	$    -	-	$(0.6)	(3.8)%

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We incurred interest expense of $0.3 million in each of the three months ended March 31, 2013 and 2012. The three months ended March 31, 2013 included a $0.3 million exchange gain related primarily to changes in value of the Canadian dollar in relation to the U.S. dollar as compared to a loss of $0.2 million in the three months ended March 31, 2012. 

Net loss

For the foregoing reasons, we had a net loss of $2.1 million for the three months ended March 31, 2013 compared to a net loss of $2.8 million for the three months ended March 31, 2012. Excluding amounts related to discontinued operations, we had a net loss from continuing operations of $2.1 million for the three months ended March 31, 2013 compared to a net loss from continuing operations of $2.7 million for the three months ended March 31, 2012. We continue to have legal and other expenses as well as gains on litigation settlements related to the 2009 divestiture of the assets of Applied Utility Systems. We record these activities as discontinued operations. For additional information relating to Applied Utility Systems, see Note 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2012.

Liquidity and Capital Resources

Historically, the revenue that we have generated has not been sufficient to fund our operating requirements and debt servicing needs. Notably, we have suffered recurring losses since inception. As of March 31, 2013, we had an accumulated deficit of approximately $176.8 million compared to $174.6 million at December 31, 2012. We have also had negative cash flows from operations from inception through the quarter ended March 31, 2013. We had $4.6 million in cash at March 31, 2013 compared to $6.9 million in cash at December 31, 2012, and total current liabilities of $19.4 million at March 31, 2013 compared to $15.7 million at December 31, 2012. Our primary sources of liquidity in recent years have been asset sales, credit facilities and other borrowings and equity sales.

At March 31, 2013, $2.1 million of our cash was held by foreign subsidiaries in Canada, Sweden and the United Kingdom. We do not intend to repatriate any amount of this cash to the United States as it will be used to fund our subsidiaries’ continued operations. If we decide to repatriate unremitted foreign earnings in the future, it could have negative tax implications.

We have a $7.5 million secured demand financing facility with FGI backed by our receivables and inventory that terminates on August 15, 2015 and may be extended at our option for additional one-year terms. However, FGI can cancel the facility at any time. For details regarding the FGI facility, see “—Description of Indebtedness” below and Note 8 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. At March 31, 2013, we had $5.1 million in borrowings outstanding with $2.4 million available under our FGI credit facility, subject to the availability of eligible accounts receivable and inventory balances for collateral. However, there is no guarantee that we will be able to borrow to the full limit of $7.5 million if FGI chooses not to finance a portion of our receivables or inventory. Additionally, FGI can cancel the facility at any time.

We continue to pursue revenue generating opportunities relating to special government mandated retrofit programs in California and potentially others in various jurisdictions domestically and internationally. Opportunities such as these require cash investment in operating expenses and working capital such as inventory and receivables prior to realizing profits and cash from sales. To address the potential need for capital, in October 2011, we signed a purchase agreement, together with a registration rights agreement, with LPC, whereby LPC has agreed to purchase up to $10.0 million of our common stock over a 30-month period. We have registered 1,823,577 shares related to the transaction, 40,247 shares of which were issued to LPC as a commitment fee; 80,494 shares may be issued to LPC as an additional commitment fee on a pro rata basis as up to $10.0 million of our common stock is purchased by LPC; and 1,702,836 represent shares that we may sell to LPC under the Purchase Agreement. We have the right, in our sole discretion, over a 30-month period to sell shares of our common stock to LPC in amounts limited from $0.5 million to $1.5 million per sale, depending on the price of our common stock as set forth in the Purchase Agreement, up to the aggregate amount of $10.0 million. We currently have registered 1,702,836 shares for purchase shares under the agreement. The aggregate number of shares issued pursuant to the purchase agreement is limited to 1,434,994 shares of common stock (19.99% of the outstanding shares of our common stock on October 7, 2011, the date of the purchase agreement) (the “Exchange Cap”), unless and until shareholder approval is obtained. The Exchange Cap is not applicable for at-market transactions, defined as when the average price for all shares purchased pursuant to the purchase agreement is greater than or equal the signing price per the agreement of $2.76 plus $0.254, or $3.014 per share. Assuming a purchase price of $2.07 per share (the closing sale price of our common stock on May 7, 2013) and the purchase by LPC of the full 1,702,836 currently registered purchase shares, proceeds to us would be $3.5 million. If the purchase was limited to the Exchange Cap of 1,434,994 shares, proceeds to us would be $3.0 million. We expect to use the proceeds received under the Purchase Agreement for working capital and general corporate purposes. There have been no sales to date under this arrangement.

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In addition, on May 15, 2012, we filed a shelf registration statement on Form S-3 with the SEC (the "Shelf Registration"). The Shelf Registration was declared effective by the SEC on May 21, 2012. The shelf registration statement permits us to sell, from time to time, up to an aggregate of $50.0 million of various securities, including common stock, preferred stock, warrants to purchase common stock or preferred stock and units consisting of one or more shares of common stock, shares of preferred stock, warrants, or any combination of such securities. The registration statement is intended to provide us with additional flexibility to access capital markets for general corporate purposes, subject to market conditions and our capital needs. There have been no issuances to date under this registration statement.

On July 27, 2012, we entered into a Loan Commitment Letter with Kanis S.A. pursuant to which we issued a promissory note in the principal amount of $3.0 million. The promissory note bears interest at 8% per annum, which is payable quarterly in arrears and matures on July 27, 2015. See “—Description of Indebtedness” below and Note 8 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

On January 30, 2013, we and Kanis S.A. entered into an amendment to amend certain terms of our outstanding 6% note due 2013. As amended, the maturity date of this note was changed from June 30, 2013 to June 30, 2015. In addition, the payment premium due under this note was changed from a range of $100,000 to $200,000, based proportionally on the number of days that the loan remains outstanding, to a fixed amount of $250,000, with $100,000 payable on June 30, 2013 and the remaining $150,000 payable at maturity on June 30, 2015. Finally, the interest rate was changed from 6% to 8% as of June 30, 2013. Also on January 30, 2013, we and Kanis S.A. entered into a letter agreement regarding our outstanding 8% subordinated convertible note due 2016 whereby Kanis S.A. has agreed not to accelerate the maturity of these notes during the 2013 calendar year.

Due to actions taken to improve our liquidity, including the availability with FGI and LPC, as discussed above, management believes that we will have access to sufficient working capital to sustain operations through at least the next twelve months. However, no assurances can be provided that we will have sufficient cash and credit to sustain operations or that we will, if necessary, be able to raise additional capital or reduce discretionary spending to provide the required liquidity. In the meantime, we intend to continue to manage our cash in a manner designed to ensure that we have adequate cash to fund our operations for the foreseeable future.  

The following table summarizes our cash flows for the periods indicated.

	Three Months Ended March 31,
	2013	2012	$ Change	% Change
	(Dollars in millions)
Cash (used in) provided by:
Operating activities	$(1.8)	$ 1.0	$(2.8)	(280.0)%
Investing activities	$(0.1)	$(0.1)	-	-
Financing activities	$(0.3)	$(0.3)	-	-

 Cash (used in) provided by operating activities

Our largest source of operating cash flows is cash collections from our customers following the sale of our products and services. Our primary uses of cash for operating activities are for purchasing inventory in support of the products that we sell, personnel related expenditures, facilities costs and payments for general operating matters.

Cash used in operating activities in the three months ended March 31, 2013 was $1.8 million compared to cash provided of $1.0 million in the three months ended March 31, 2012. The three months ended March 31, 2012 included the impact of the collection on higher fourth quarter 2011 sales in the Heavy Duty Diesel Systems business, including sales related to the London LEZ project.

Cash used in investing activities

Our cash flows from investing activities primarily relate to asset sales and acquisitions, our joint venture with Pirelli, our Asian investment as well as capital expenditures and other assets to support our growth plans.

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Net cash used in investing activities was $0.1 million in the each of the three months ended March 31, 2013 and March 31, 2012. Cash used in investing activities in the three months ended March 31, 2013 relates to our initial investment in the joint venture with Pirelli and to purchases of property and equipment. Cash used in the three months ended March 31, 2012 was for purchases of property and equipment.

Cash used in financing activities

Since inception, we have financed our net operating cash usage through a combination of financing activities such as issuance of equity or debt and investing activities such as sale of intellectual property or other assets. Changes in our cash flows from financing activities primarily relate to borrowings and payments under debt obligations.

Net cash provided by financing activities was $0.3 million in each of the three months ended March 31, 2013 and March 31, 2012 and is related to net decreases in borrowings under our line of credit with FGI.

Description of Indebtedness

Our outstanding borrowings at March 31, 2013 and December 31, 2012 are as follows:

	March 31, 2013	December 31, 2012
	(Dollars in millions)
Line of credit with FGI	$   5.1	$   5.5
6% shareholder note due 2015	1.7	1.6
8% subordinated convertible shareholder notes due 2016	3.0	3.0
8% shareholder note due 2015	2.9	3.0
Total borrowings	$  12.7	$  13.1

Line of Credit with FGI

On February 14, 2011, we and certain of our subsidiaries (the “Credit Subsidiaries”) entered into separate Sale and Security Agreements with FGI to provide for a $7.5 million secured demand facility backed by our receivables and inventory (the “FGI Facility”). We and the Credit Subsidiaries also entered into guarantees to guarantee the performance of their obligations under the Sale and Security Agreements. We also granted FGI a first lien collateral interest in substantially all of our assets. On August 15, 2012, we and FGI agreed to amend the FGI Facility. As amended, the initial term was extended from February 14, 2013 to August 15, 2015 and may be extended at our option for additional one-year terms. However, FGI can cancel the facility at any time.

Under the FGI facility, as amended, FGI can elect to purchase eligible accounts receivables from us and the Credit Subsidiaries at up to 80% of the value of such receivables (retaining a 20% reserve). At FGI’s election, FGI may advance us up to 80% of the value of any purchased accounts receivable, subject to the $7.5 million limit. Reserves retained by FGI on any purchased receivable are expected to be refunded to us net of interest and fees on advances once the receivables are collected from customers. We may also borrow against eligible inventory up to the inventory sublimit as determined by FGI subject to the aggregate $7.5 million limit under the FGI Facility and certain other conditions. At March 31, 2013, the inventory sublimit was the lesser of $2.0 million or 50% of the aggregate purchase price paid for accounts receivable purchased under the FGI facility.

The interest rate on advances or borrowings under the FGI Facility, as amended, is the greater of (i) 6.50% per annum and (ii) 2.50% per annum above the prime rate, as defined. Any advances or borrowings under the FGI Facility are due on demand. We also agreed to pay FGI collateral management fees of 0.30% per month on the face amount of eligible receivables as to which advances have been made and 0.38% per month on borrowings against inventory, if any. At any time outstanding advances or borrowings under the FGI Facility are less than $2.4 million, we have agreed to pay FGI standby fees of (i) the interest rate on the difference between $2.4 million and the average outstanding amounts and (ii) 0.44% per month on 80% of the amount by which advances or borrowings are less than the agreed $2.4 million minimum.     

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We account for the sale of accounts receivable under the FGI facility as a secured borrowing with a pledge of the subject receivables as collateral. At March 31, 2013, we had $5.2 million of gross accounts receivable pledged to FGI as collateral for short-term debt in the amount of $3.1 million. At March 31, 2013, we also had $2.0 million in borrowings outstanding against eligible inventory. We were in compliance with the terms of the FGI Facility at March 31, 2013. However, there is no guarantee that we will be able to borrow to the full limit of $7.5 million if FGI chooses not to finance a portion of our receivables or inventory.

If we choose to terminate the FGI facility prior to the last day of the initial term, as extended, or any additional term, we must pay a termination fee of 2% of the facility limit then in effect. No termination fee will be due if we notify FGI of our intent to terminate within 10 days of FGI increasing the reserve percentage for accounts to greater than 40% for more than 30 consecutive days. FGI may terminate the facility at any time. The termination fee is not payable upon a termination by FGI or upon non-renewal. 

6% Shareholder Note Due 2015

On December 30, 2010, we executed a Loan Commitment Letter with Kanis S.A., a shareholder of our company, pursuant to which Kanis S.A. loaned us $1.5 million. The unsecured loan bears interest on the unpaid principal at a rate of 6% per annum, with interest only payable quarterly on each March 31, June 30, September 30 and December 31, commencing March 31, 2011, and matures on June 30, 2013. In addition to principal and accrued interest, we are obligated to pay Kanis S.A. at maturity a “Payment Premium” ranging from $100,000 to $200,000 based proportionally on the number of days that the loan remains outstanding. There is no prepayment penalty. The loan originally matured on June 30, 2013. On January 30, 2013, we and Kanis S.A. agreed to amend certain terms of the loan to change the maturity date from June 30, 2013 to June 30, 2015 and to increase the interest rate from 6% to 8% beginning on June 30, 2013. In addition, the payment premium due under this note was changed to a fixed amount of $250,000 with $100,000 payable on June 30, 2013 and the remaining amount payable at maturity on June 30, 2015.

In connection with the loan, we issued Kanis S.A. warrants to acquire 25,000 shares of our common stock at $10.40 per share. These warrants are exercisable on or after June 30, 2013 and expire on the earlier of (x) June 30, 2016 and (y) the date that is 30 days after we give notice to the warrant holder that the market value of one share of our common stock has exceeded 130% of the exercise price of the warrant for 10 consecutive days, which 10 consecutive days commence on or after June 30, 2013. We have recorded the relative estimated fair value of these warrants as a discount from the loan amount and are amortizing the discount using the effective interest method over the term of the loan.

8% Subordinated Convertible Notes Due 2016

On May 6, 2011, we issued to Kanis S.A $3.0 million aggregate principal amount of our subordinated convertible notes. The notes bear interest at a rate of 8% per annum, which is payable quarterly in arrears. The notes have a stated maturity of five years from the date of issuance. The original agreement allowed for the acceleration of the maturity of the notes if: (i) we were in breach of the notes or other agreements with Kanis S.A., or (ii) Kanis S.A. provided written notice, not less than 30 days prior to such date, that it elected to accelerate the maturity to a date not earlier than November 11, 2012. On February 16, 2012, the agreement was amended to modify the early redemption date from November 11, 2012 to May 12, 2013. On January 30, 2013, we and Kanis S.A. entered into a letter agreement regarding the Notes whereby Kanis S.A. agreed not to accelerate the maturity of these convertible notes during the 2013 calendar year.

We also have the option to redeem the notes at any time at a price equal to 100% of the face amount plus accrued and unpaid interest through the date of redemption. There is no prepayment penalty. The subordinated convertible notes are unsecured obligations and are subordinated to our existing and future secured indebtedness.

The outstanding principal balance of, plus accrued and unpaid interest on, the Notes were convertible into shares of our common stock at an initial conversion price equal to $7.044 per share, which was 120% of the closing bid price per share of our common stock on April 8, 2011, into no more than 369,853 shares. On July 27, 2012, we and Kanis S.A. further amended the terms of the Notes to modify the conversion feature. As amended, the outstanding principal balance of, and accrued and unpaid interest on, the Notes are convertible, at the option of Kanis S.A. at any time upon written notice given not less than 75 calendar days prior to the date of conversion, into no more than 250,000 shares of Company common stock at a conversion price of $4.00 per share.

28

In connection with the February 16, 2012 amendment, we issued to Kanis S.A., warrants to acquire 5,000 shares of our common stock at $3.80 per share. The warrants are exercisable on or after August 16, 2014 and expire on the earlier of (x) August 16, 2017 and (y) that date that is 30 days after we give notice to the warrant holder that the market value of one share of our common stock has exceeded 130% of the exercise price of the warrant for 10 consecutive days, which 10 consecutive days commence on or after August 16, 2014. We did not receive any cash consideration for the issuance of the warrants. We relied on the private placement exemption provided by Regulation S.

8% Shareholder Note Due 2015

On July 27, 2012, we executed a Loan Commitment Letter with Kanis S.A., pursuant to which we issued a promissory note in the principal amount of $3.0 million. The unsecured promissory note bears interest at 8% per annum, payable quarterly in arrears. The promissory note has a stated maturity of three years from the date of issuance. There is no prepayment penalty or premium.

In connection with the issuance of the promissory note, on July 27, 2012, we issued Kanis S.A. a warrant to acquire 45,000 shares of our common stock at $2.09 per share, a third of which became exercisable on the issuance date and the remainder will vest as to one third on each of the first and second anniversaries of the issuance date. This warrant expires on July 27, 2018. We did not receive any cash consideration for the issuance of this warrant, which was issued in reliance upon the private placement exemption provided by Regulation S.

Capital Expenditures

As of March 31, 2013, we had no commitments for capital expenditures and no material commitments are anticipated in the near future.

Off-Balance Sheet Arrangements

As of March 31, 2013 and December 31, 2012, we had no off-balance sheet arrangements.

Commitments and Contingencies

As of March 31, 2013, other than office leases, employment agreements with key executive officers, our obligation to fund our portion (5%) of the losses of our investment in TCC (see Note 16 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2012) and our obligation to fund a loan of €200,00 to our joint venture with Pirelli in April 2013 as well as 50% of any future authorized funding requirements of the joint venture, we had no material commitments other than the liabilities reflected in our condensed consolidated financial statement included elsewhere in this Quarterly Report on Form 10-Q).

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures            

In evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level,  as of the end of the period covered by this report to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (1) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q.

29

PART II—OTHER INFORMATION

Item 1.  Legal Proceedings             

There have been no material developments in our legal proceedings since the legal proceedings reported in Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 1A.  Risk Factors

Not applicable.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

        None.

Item 3. Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

        Not applicable.

Item 5.  Other Information

        None.

30

Item 6.  Exhibits

No.	Description
3.1	Restated Certificate of Incorporation of Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 3(i)(a) to CDTi’s Annual report on Form 10-K for the year ended December 31, 2006 and filed on March 30, 2007).
3.2	Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(i)(b) to CDTi’s Registration Statement on Form S-1 (No. 333-144201) dated June 29, 2007).
3.3	Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to CDTi’s Post-Effective Amendment No. 1 to Form S-4 on Form S-3 (No. 333-166865) filed on November 10, 2010).
3.4	Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to CDTi’s Current Report on Form 8-K filed on May 24, 2012).
3.5	By-Laws of Clean Diesel Technologies, Inc. as amended through November 6, 2008 (incorporated by reference to Exhibit 3.1 to CDTi’s Quarterly Report on Form 10-Q filed on November 10, 2008).
4.1	Specimen of Certificate for Clean Diesel Technologies, Inc. Common Stock (incorporated by reference to Exhibit 4.1 to CDTi’s Post-Effective Amendment No. 1 to Form S-4 on Form S-3 (No. 333-166865) filed on November 10, 2010).
10.1	Loan Commitment Letter, dated December 30, 2010, between Kanis S.A. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTi’s Current Report on Form 8-K filed on January 5, 2011) as amended by the Amendment of Clean Diesel Technologies Inc.’s Loan Agreement dated December 30, 2010 between Kanis S.A. and Clean Diesel Technologies, Inc., dated January 30, 2013 (incorporated by reference to Exhibit 10.1 to CDTi’s Current Report on Form 8-K filed on February 1, 2013).
10.2	Form of $3,000,000 promissory note, dated April 11, 2011 (included as Schedule B to Subordinated Convertible Notes Commitment Letter filed as Exhibit 10.1 to CDTi’s Current Report on Form 8-K filed on April 13, 2011) as amended by the Amendment of 8% Subordinated Convertible Promissory Note between Clean Diesel Technologies, Inc. and Kanis S.A., dated February 16, 2012 (incorporated by reference to Exhibit 10.1 to CDTi’s Current Report on Form 8-K filed on February 17, 2012), further amended by the Second Amendment of 8% Convertible Promissory Note, dated July 27, 2012, between Kanis S.A. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.3 to CDTi’s Current Report on Form 8-K filed on August 2, 2012) and further amended by the Letter Agreement between Kanis S.A. and Clean Diesel Technologies, Inc. effective January 30, 2013 (incorporated by reference to Exhibit 10.2 to CDTi’s Current Report on Form 8-K filed on February 1, 2013).
10.3#	Joint Venture Agreement, dated February 19, 2013, between Pirelli & C. Ambiente SpA and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTi’s Current Report on Form 8-K/A filed on March 28, 2013).
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS***	XBRL Instance Document.
101.SCH***	XBRL Taxonomy Extension Schema Document.
101.CAL***	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF***	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB***	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE***	XBRL Taxonomy Extension Presentation Linkbase Document.

*	Filed herewith
**	Furnished herewith
** *	Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement, prospectus or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
#	Certain confidential information contained in this exhibit was omitted by means of redacting a portion of the text and replacing it with an asterisk. This exhibit has been filed separately with the Secretary of the SEC without the redaction pursuant to Confidential Treatment Request under Rule 406 of the Securities Act.

31 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLEAN DIESEL TECHNOLOGIES, INC.  (Registrant)
Date: May 10, 2013	By:	/s/ R. Craig Breese
		R. Craig Breese
		Director and Chief Executive Officer
Date: May 10, 2012	By:	/s/ Nikhil A. Mehta
		Nikhil A. Mehta
		Chief Financial Officer and Treasurer

32

EX-31

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, R. Craig Breese, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q (the “report”) of Clean Diesel Technologies, Inc. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2013	By:	/s/ R. Craig Breese
		R. Craig Breese
		Director and Chief Executive Officer

EX-31

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Nikhil A. Mehta, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q (the “report”) of Clean Diesel Technologies, Inc. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 10, 2013	By:	/s/ Nikhil A. Mehta
		Nikhil A. Mehta
		Chief Financial Officer

EX-32

Exhibit 32

Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,

 18 U.S.C. Section 1350

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

The undersigned, R. Craig Breese and Nikhil A. Mehta, in their capacities as Chief Executive Officer and Chief Financial Officer, respectively, of Clean Diesel Technologies, Inc. (the “Registrant”) do each hereby certify with respect to the Quarterly Report on Form 10-Q of the Registrant for the period ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), that, to the best of his knowledge:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of, and for, the periods presented in this Report.

Date:  May 10 , 2013	/s/ R. Craig Breese
	R. Craig Breese
	Chief Executive Officer and Director
Date:  May 10, 2013	/s/ Nikhil A. Mehta
	Nikhil A. Mehta
	Chief Financial Officer and Treasurer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being “filed” as part of the Form 10-Q or as a separate disclosure document for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that this Exhibit 32 is expressly and specifically incorporated by reference in any such filing.

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Goodwill and Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Amortization of Intangible Assets	$ 0.2	$ 0.2

XML

Stock-Based Compensation (Detail) - Valuation Assumption (USD $)	3 Months Ended
	Mar. 31, 2013
Expected volatility	85.40%
Risk-free interest rate	1.10%
Dividend yield	0.00%
Expected life in years	5.96
Weighted average grant date fair value (in Dollars per share)	$ 2.12

XML

Stockholders' Equity (Detail) (USD $) In Millions, except Share data, unless otherwise specified				3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	May 21, 2012 Shelf Registration [Member]	Mar. 31, 2013 Minimum [Member] Purchase Agreementwith LPC [Member]	Mar. 31, 2013 Maximum [Member] Purchase Agreementwith LPC [Member]	Mar. 31, 2013 Purchase Agreementwith LPC [Member]	Oct. 13, 2011 Purchase Agreementwith LPC [Member]	Oct. 07, 2011 Purchase Agreementwith LPC [Member]
Common Stock And Preferred Stock Shares Authorized	24,100,000
Common Stock, Shares Authorized	24,000,000	24,000,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	100,000	100,000
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.01	$ 0.01
Stock Purchase Agreement Authorized Amount (in Dollars)			$ 50.0			$ 10.0		$ 10.0
Stock Purchase Agreement Number of Shares Registered						1,702,836	1,823,577
Stock Issued During Period Shares Issued As Commitment Fees						40,247
Stock Issued During Period Shares Issued As Additional Commitment Fees						80,494
Stock Purchase Agreement Remaining Number of Shares Authorized to be Sold						1,702,836
Sale of Stock Maximum Sale Per Transaction (in Dollars)				$ 0.5	$ 1.5
Stock Purchase Agreement Exchange Cap						1,434,994
Stock Purchase Agreement Exchange Rate Cap						19.99%
Debt Instrument, Convertible, Conversion Price (in Dollars per share)						$ 3.014

XML

Stock-Based Compensation (Detail) - RSU activity (USD $)	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Non-vested share	370,850	167,165
Non-vested share (in Dollars per share)	$ 2.94	$ 3.08
Granted	254,411
Granted (in Dollars per share)	$ 2.17
Vested	(48,605)
Vested (in Dollars per share)	$ 2.21
Forfeited	(2,121)
Forfeited (in Dollars per share)	$ 2.41

XML

Debt (Detail) (USD $)	3 Months Ended				0 Months Ended				0 Months Ended	3 Months Ended					1 Months Ended				3 Months Ended
	Mar. 31, 2013	Jun. 30, 2013 Subsequent Event [Member] Scenario, Previously Reported [Member] 6% Shareholder Note Due 2013 [Member]	Jun. 30, 2013 Subsequent Event [Member] Scenario, Previously Reported [Member] 8% Shareholder Note Due 2015 [Member]	Mar. 31, 2013 Scenario, Previously Reported [Member] 6% Shareholder Note Due 2013 [Member]	Apr. 08, 2011 8% Subordinated Convertible Shareholder Notes Due 2016 [Member] Maximum [Member]	May 06, 2011 8% Subordinated Convertible Shareholder Notes Due 2016 [Member]	Apr. 08, 2011 8% Subordinated Convertible Shareholder Notes Due 2016 [Member]	Mar. 31, 2013 Maximum [Member] Line Of Credit With FGI Amended [Member]	Oct. 22, 2010 Applied Utility Systems [Member] Consideration Payable And Settlement Obligation [Member]	Mar. 31, 2013 Applied Utility Systems [Member] Consideration Payable And Settlement Obligation [Member]	Mar. 31, 2013 6% Shareholder Note Due 2013 [Member]	Jan. 30, 2013 6% Shareholder Note Due 2013 [Member]	Mar. 31, 2013 8% Shareholder Note Due 2015 [Member]	Jul. 27, 2012 8% Shareholder Note Due 2015 [Member]	Jul. 27, 2012 8% Subordinated Convertible Shareholder Notes Due 2016 [Member]	Feb. 16, 2012 8% Subordinated Convertible Shareholder Notes Due 2016 [Member]	Apr. 11, 2011 8% Subordinated Convertible Shareholder Notes Due 2016 [Member]	Feb. 14, 2011 Line Of Credit With FGI [Member]	Mar. 31, 2013 Line Of Credit With FGI Amended [Member]
Line Of Credit Facility, Maximum Borrowing Capacity Against Inventory Collateral Percentage Of Purchased Receivables	7.50%																	7.50%	50.00%
Line of Credit Facility Purchase Receivables Selected by Borrower								80.00%
Line of Credit Facility Purchased Receivable Reserved by Borrowee																			20.00%
Line of Credit Facility Advance Amount In Percentage of Purchased Accounts Receivable Value	80.00%
Line of Credit Facility, Maximum Borrowing Capacity Against Inventory Collateral (in Dollars)																			$ 2,000,000
Line of Credit Facility, Interest Rate Description																			2.50%
Line of Credit Facility Amount Outstanding Standby Fees Determination Threshold (in Dollars)	2,400,000
Line of Credit Facility, Termination Fee Percentage																			2.00%
Reserve Percent for Accounts																			40.00%
Pledged Assets Accounts Receivable Pledged as Collateral Gross Value (in Dollars)																			5,200,000
BorrowingsOutstandingAmountAgainstPledgedAccountsReceivable (in Dollars)																			3,100,000
BorrowingsOutstandingAmountAgainstPlegedInventory (in Dollars)																			2,000,000
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars)	7,500,000
Due to Seller Amount Paid as Consideration (in Dollars)									1,500,000
Due to Seller Additional Amount Paid During the Period (in Dollars)										200,000
Debt Instrument, Interest Rate, Stated Percentage		6.00%	8.00%	6.00%										8.00%			8.00%
Debt Instrument, Payment Premium Converted to Fixed Amount (in Dollars)											250,000	250,000
Debt Instrument, First Payable Amount, Conversion of Debt Premium to Fixed Amount (in Dollars)	100,000											100,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)											25,000		45,000			5,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item)											10.40		2.09			3.80
Debt Instrument, Face Amount (in Dollars)						$ 3,000,000								$ 3,000,000
Debt Instrument, Convertible, Conversion Price (in Dollars per share)							$ 7.044								$ 4.00
InitialConversionPricePercentageClosingBidPrice							120.00%
Debt Instrument, Convertible, Number of Equity Instruments					369,853										250,000

XML

Summary of Significant Accounting Policies (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Financial Instruments, Owned, at Fair Value (in Dollars)	$ 7.4

XML

Contingencies (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Loss Contingency, Range of Possible Loss, Maximum	$ 1.3

XML

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Accrued Expenses and Other Current Liabilities [Table Text Block]

	March 31, 2013	December 31, 2012
Accrued salaries and benefits	$ 1,283	$ 1,347
Accrued warranty	824	665
Liability for consigned precious metals	697	694
Accrued severance and other charges	277	490
Sales tax payable	214	216
Other	1,041	1,102
Accrued expenses and other current liabilities	$ 4,336	$ 4,514

XML

Warrants (Detail) - Warrant activity (USD $)	Mar. 31, 2013	Dec. 31, 2012
Outstanding	923,090	923,090
Outstanding (in Dollars per share)	$ 7.77	$ 7.77
Outstanding	$2.09 - $48.90	$2.09 - $48.90
Warrants exercisable at March 31, 2013	863,090
Warrants exercisable at March 31, 2013 (in Dollars per share)	$ 7.92
Warrants exercisable at March 31, 2013	$2.09 - $48.90

XML

Goodwill and Intangible Assets (Detail) - Estimated amortization expense (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013
Remainder of 2013	$ 525
2014	700
2015	695
2016	543
2017	$ 532

XML

Summary of Significant Accounting Policies (Detail) - Potential common stock equivalents In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,330	2,237
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	786	754
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	371	178
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	923	935
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	250	370

XML

Stock-Based Compensation (Detail) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	301,796
Allocated Share-based Compensation Expense (in Dollars)	$ 194,000	$ 83,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options (in Dollars)	600,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	1 year 328 days
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	254,411
Employee And Non Employee [Member]
Allocated Share-based Compensation Expense (in Dollars)	200,000	100,000
Restricted Stock Units (RSUs) [Member] | Vesting Over Three Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, to be Vested in Subsequent Period	225,221
Restricted Stock Units (RSUs) [Member] | Vesting One Year From Grant Date [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, to be Vested in Subsequent Period	29,190
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	254,411
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Share-based Awards Other than Options (in Dollars)	$ 800,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition (Deprecated 2012-01-31)	2.5

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Debt (Detail) - Long-term debt (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Line of credit with FGI	$ 5,141	$ 5,476
Debt, Total	12,741	13,054
Less current portion	(8,241)	(5,576)
Long-term debt, net of current portion	4,500	7,478
Shareholder Note Due 2013 [Member]
Shareholder note due	1,655	1,638
Shareholder Note Payable due 2016 [Member]
8% subordinated convertible shareholder notes due 2016	3,000	3,000
Shareholder Note Due 2015 [Member]
Shareholder note due	$ 2,945	$ 2,940

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Inventories

3 Months Ended

Mar. 31, 2013

Inventory Disclosure [Text Block]

3. Inventories 

Inventories consist of the following (in thousands):

	March 31, 2013	December 31, 2012
Raw materials	$ 4,670	$ 4,340
Work in progress	1,853	1,815
Finished goods	2,351	2,542
Inventories	$ 8,874	$ 8,697

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Accrued Expenses and Other Current Liabilities (Detail) - Accrued expenses and other current liabilities (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011
Accrued salaries and benefits	$ 1,283	$ 1,347
Accrued warranty	824	665	757	645
Liability for consigned precious metals	697	694
Accrued severance and other charges	277	490
Sales tax payable	214	216
Other	1,041	1,102
Accrued expenses and other current liabilities	$ 4,336	$ 4,514

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Warrants (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Share-based Compensation, Warrants Activity [Table Text Block]

	Shares	Weighted Average Exercise Price	Range of Exercise Prices
Outstanding at December 31, 2012	923,090	$ 7.77	$2.09 - $48.90
Warrants issued	─
Warrants expired/forfeited	─
Outstanding at March 31, 2013	923,090	$ 7.77	$2.09 - $48.90
Warrants exercisable at March 31, 2013	863,090	$ 7.92	$2.09 - $48.90

Schedule of Reconciliation, Warrants Liability [Table Text Block]

	Three Months Ended March 31,
	2013	2012
Balance at beginning of period	$ 10	$    100
Remeasurement of common stock warrants	(3)	141
Balance at end of period	$   7	$    241

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Debt (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Debt [Table Text Block]

	March 31,  2012	December 31, 2012
Line of credit with FGI	$  5,141	$ 5,476
6% shareholder note due 2015	1,655	1,638
8% subordinated convertible shareholder notes due 2016	3,000	3,000
8% shareholder note due 2015	2,945	2,940
Debt, Total	12,741	13,054
Less current portion	(8,241)	(5,576)
Long-term debt, net of current portion	$  4,500	$ 7,478

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Joint Venture (Detail)	3 Months Ended
	Mar. 31, 2013 USD ($)	Mar. 31, 2013 EUR (€)
Joint Venture, Ownership Percentage	50.00%	50.00%
Joint Venture Agreement, Initial Capital Contribution,Amount	$ 66,000	€ 50,000
Joint Venture, Shareholder Loan, Contribution	$ 261,000	€ 200,000

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Severance and Other Charges (Detail) - Summarizes the activity in the Company`s accrual for severance and other charges (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Accrual at December 31, 2012	$ 490
Payments and other settlements in 2013	(210)
Translation adjustment	(3)
Accrual at March 31, 2013	277
Employee Severance [Member]
Accrual at December 31, 2012	306
Payments and other settlements in 2013	(176)
Translation adjustment	(3)
Accrual at March 31, 2013	127
Lease Termination Costs [Member]
Accrual at December 31, 2012	184
Payments and other settlements in 2013	(34)
Accrual at March 31, 2013	$ 150

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

	Options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at December 31, 2012	785,986	$7.81	8.48
Granted	─
Forfeited /expired	─
Outstanding at March 31, 2013	785,986	$ 7.81	8.24	─
Exercisable at March 31, 2013	453,585	$  11.41	7.70	─

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	2012
Expected volatility	85.4%
Risk-free interest rate	1.1%
Dividend yield	─
Expected life in years	5.96
Weighted average grant date fair value	$2.12

Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]

	Shares	Weighted Average Grant Date Fair Value	Aggregate Intrinsic Value
Non-vested share units at December 31, 2012	167,165	$ 3.08	─
Granted	254,411	$ 2.17	─
Vested	(48,605)	$ 2.21	─
Forfeited	(2,121)	$ 2.41	─
Non-vested share units at March 31, 2013	370,850	$ 2.94	─

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three  Months Ended March 31,
	2013	2012
Net sales
Heavy Duty Diesel Systems	$   7,284	$  12,601
Catalyst	6,456	6,104
Corporate	─	─
Eliminations (1)	(433)	(1,706)
Total	$  13,307	$  16,999
(Loss) income from operations
Heavy Duty Diesel Systems	$     (337)	$     (364)
Catalyst	121	(332)
Corporate	(1,817)	(1,688)
Eliminations (1)	39	(41)
Total	$   (1,994)	$  (2,425)

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]

	Three Months Ended  March 31,
	2013	2012
United States	$    6,968	$  5,999
Canada	4,836	4,923
United Kingdom	301	4,321
Sweden	1,202	1,756
Total	$  13,307	$ 16,999

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2013

Significant Accounting Policies [Text Block]

2. Summary of Significant Accounting Policies

a. Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been reflected. The results reported in these condensed consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), but is not required for interim reporting purposes, has been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in Clean Diesel Technologies, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

b. Principles of Consolidation

        The condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

c. Use of Estimates

 The preparation of financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates and assumptions are based on management’s best estimates and judgment. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to impairment of goodwill and long-lived assets, stock-based compensation, the fair value of financial instruments including warrants, allowance for doubtful accounts, inventory valuation, taxes and contingent and accrued liabilities. The Company bases its estimates on historical experience and various other factors, including the current economic environment, which it believes to be reasonable under the circumstances. Estimates and assumptions are adjusted when facts and circumstances dictate. Actual results may differ from these estimates under different assumptions and conditions. Management believes that the estimates are reasonable.

d. Concentration of Risk

        For the periods presented below, one customer accounted for 10% or more of the Company’s revenue as follows:

	Three Months Ended March 31,
Customer	2013	2012
A	40%	24%
	.

        Customer A is an automotive original equipment manufacturer (“OEM”) and sales to this customer are within the Catalyst segment.

        For the periods presented below, certain customers accounted for 10% or more of the Company’s accounts receivable balance as follows:

Customer	March 31, 2013	December 31, 2012
A	32%	31%
B	10%	6%
C	─	12%

        Customer A above is an automotive OEM and customers B and C are diesel system distributors.

        For the periods presented below, certain vendors accounted for 10% or more of the Company’s raw material purchases as follows:

	Three Months Ended March 31,
Vendor	2013	2012
A	16%	9%
B	16%	8%
C	13%	15%
D	13%	4%

Vendors A and D above are substrate suppliers, vendor B is a rare earth materials supplier and vendor C is a catalyst supplier.

e. Net Loss per Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares and dilutive potential common shares. Dilutive potential common shares include employee stock options and restricted share units (“RSUs”) and warrants and debt that are convertible into the Company’s common stock.

        Diluted net loss per share excludes certain dilutive potential common shares outstanding as their effect is anti-dilutive. Because the Company incurred net losses in the three months ended March 31, 2013 and 2012, the effect of potentially dilutive securities has been excluded in the computation of net loss per share and net loss from continuing operations per share as their impact would be anti-dilutive. Potential common stock equivalents excluded consist of the following (in thousands):

	March 31,
	2013	2012
Common stock options	786	754
RSUs	371	178
Warrants	923	935
Convertible notes	250	370
Total	2,330	2,237

f. Fair Value of Financial Instruments

Accounting Standards Codification ("ASC") Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. The fair values of the Company’s cash, trade accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate carrying values due to the short maturity of these instruments. The fair value of borrowings under the line of credit approximates their carrying value due to the variable interest rates. The fair value of shareholder notes payable, noncurrent, calculated using level 3 inputs, including a Black-Scholes option-pricing model to value the debt’s conversion factor, a Monte Carlo simulation model to value warrants and a net present value modelis $7.4 million at March 31, 2013.

g. Reclassifications 

        Certain prior-period amounts have been reclassified to conform to the current period presentation. These changes had no impact on the previously reported consolidated results of operations or stockholders' equity.

h. Recently Adopted Accounting Guidance

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which requires disclosure of significant amounts reclassified out of accumulated other comprehensive income by component and their corresponding effect on the respective line items of net income. This guidance is effective for reporting periods beginning after December 15, 2012.  Adoption of this guidance on January 1, 2013 did nothave a material impact on the Company’s consolidated financial statements or financial statement disclosures.

i. Recently Issued Accounting Guidance

In March 2013, the FASB issued ASU No. 2013-05, "Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity," ("ASU 2013-05"). The objective of ASU 2013-05 is to resolve the diversity in practice regarding the release into net income of the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. ASU 2013-05 is effective for reporting periods beginning after December 15, 2013 and is not expected to have a material impact on the Company’s consolidated financial statements or financial statement disclosures.

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Organization (Detail) (USD $)									3 Months Ended							3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2013 Scenario, Previously Reported [Member] 6% Shareholder Note Due 2013 [Member]	Mar. 31, 2013 Scenario, Forecast [Member] 8% Shareholder Note Due 2015 [Member]	Mar. 31, 2013 Shelf Registration [Member]	May 21, 2012 Shelf Registration [Member]	Mar. 31, 2013 Minimum [Member] Purchase Agreementwith LPC [Member]	Mar. 31, 2013 Minimum [Member] 6% Shareholder Note Due 2013 [Member]	Mar. 31, 2013 Maximum [Member] Purchase Agreementwith LPC [Member]	Mar. 31, 2013 Maximum [Member] 6% Shareholder Note Due 2013 [Member]	Mar. 31, 2013 Purchase Agreementwith LPC [Member]	Oct. 13, 2011 Purchase Agreementwith LPC [Member]	Oct. 07, 2011 Purchase Agreementwith LPC [Member]	Mar. 31, 2013 Purchase At Full Capacity [Member]	Mar. 31, 2013 Purchase At Exchange Cap [Member]	Mar. 31, 2013 6% Shareholder Note Due 2013 [Member]	Jan. 30, 2013 6% Shareholder Note Due 2013 [Member]	Jul. 27, 2012 8% Shareholder Note Due 2015 [Member]	Mar. 31, 2013 Secured Demand Facility [Member]
Retained Earnings (Accumulated Deficit)	$ (176,762,000)	$ (174,621,000)
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars)	7,500,000																				7,500,000
Line of Credit Facility, Amount Outstanding																					5,100,000
Line of Credit Facility, Remaining Borrowing Capacity																					2,400,000
Line Of Credit Facility, Maximum Borrowing Capacity Against Inventory Collateral Percentage Of Purchased Receivables	7.50%
Stock Purchase Agreement Authorized Amount (in Dollars)								50,000,000					10,000,000		10,000,000
Sale of Stock Maximum Sale Per Transaction (in Dollars)									500,000		1,500,000
Stock Purchase Agreement Number of Shares Registered (in Shares)													1,702,836	1,823,577
Stock Purchase Agreement Exchange Cap (in Shares)													1,434,994
Stock Purchase Agreement Exchange Rate Cap													19.99%
Debt Instrument, Convertible, Conversion Price (in Dollars per share)													$ 3.014
Share Price (in Dollars per share)													$ 2.18
Assumed Proceeds From Sale Of Common Stock																3,700,000	3,100,000
Aggregate Offering Price, Common Stock							50,000,000
Debt Instrument, Interest Rate, Stated Percentage					6.00%	8.00%														8.00%
Debt Instrument, Premium Payment										100,000		200,000
Debt Instrument, Payment Premium Converted to Fixed Amount (in Dollars)																		250,000	250,000
Debt Instrument, First Payable Amount, Conversion of Debt Premium to Fixed Amount (in Dollars)	100,000																		100,000
Cash	$ 4,583,000	$ 6,878,000	$ 4,389,000	$ 3,471,000

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Goodwill and Intangible Assets (Detail) - Changes in carrying amount of goodwill table (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Balance	$ 6,007	$ 6,087
Effect of translation adjustment	$ (80)

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Stock-Based Compensation (Detail) - Stock option activity (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Outstanding	785,986	785,986
Outstanding (in Dollars per share)	$ 7.81	$ 7.81
Outstanding	8 years 87 days	8 years 175 days
Exercisable at March 31, 2013	453,585
Exercisable at March 31, 2013 (in Dollars per share)	$ 11.41
Exercisable at March 31, 2013	7 years 255 days

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Current assets:
Cash	$ 4,583	$ 6,878
Accounts receivable, net	6,348	5,470
Inventories	8,874	8,697
Prepaid expenses and other current assets	1,463	1,757
Total current assets	21,268	22,802
Property and equipment, net	1,896	2,000
Intangible assets, net	4,138	4,369
Goodwill	6,007	6,087
Other assets	288	183
Total assets	33,597	35,441
Current liabilities:
Line of credit	5,141	5,476
Shareholder notes payable	3,100	100
Accounts payable	6,813	5,608
Accrued expenses and other current liabilities	4,336	4,514
Income taxes payable	47	22
Total current liabilities	19,437	15,720
Shareholder notes payable, noncurrent	4,500	7,478
Deferred tax liability	785	797
Total liabilities	24,722	23,995
Commitments and contingencies (Note 13)
Preferred stock, par value $0.01 per share: authorized 100,000; no shares issued and outstanding
Common stock, par value $0.01 per share: authorized 24,000,000; issued and outstanding 7,303,069 and 7,254,464 shares at March 31, 2013 and December 31, 2012, respectively	73	73
Additional paid-in capital	186,269	186,106
Accumulated other comprehensive loss	(705)	(112)
Accumulated deficit	(176,762)	(174,621)
Total stockholders’ equity	8,875	11,446
Total liabilities and stockholders’ equity	$ 33,597	$ 35,441

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Accrued Warranty (Detail) - Table (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Balance at beginning of period	$ 665	$ 645
Accrued warranty expense	199	217
Warranty claims paid	(19)	(123)
Translation adjustment	(21)	18
Balance at end of period	$ 824	$ 757

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net loss	$ (2,141)	$ (2,821)
Loss from discontinued operations	3	83
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Depreciation and amortization	334	358
Write-down of excess and obsolete inventory	137	623
Stock-based compensation expense	194	83
(Gain) loss on change in fair value of liability-classified warrants	(3)	141
Gain on foreign currency transactions	(277)	(204)
Other	88	3
Changes in operating assets and liabilities:
Accounts receivable	(1,107)	3,321
Inventories	(417)	(695)
Prepaid expenses and other assets	171	(205)
Accounts payable	1,281	631
Income taxes	69	(601)
Accrued expenses and other current liabilities	(80)	347
Cash (used in) provided by operating activities of continuing operations	(1,748)	1,064
Cash used in operating activities of discontinued operations	(2)	(31)
Net cash (used in) provided by operating activities	(1,750)	1,033
Cash flows from investing activities:
Purchases of property and equipment	(80)	(53)
Investment in unconsolidated affiliate	(66)
Net cash used in investing activities	(146)	(53)
Cash flows from financing activities:
Net borrowings under demand line of credit	(334)	(254)
Repayment of capital lease obligations	(2)	(6)
Net cash used in financing activities	(336)	(260)
Effect of exchange rates on cash	(63)	198
Net change in cash	(2,295)	918
Cash at beginning of period	6,878	3,471
Cash at end of period	4,583	4,389
Supplemental disclosures:
Cash paid for interest	271	213
Cash paid for income taxes	$ 39	$ 228

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Segment Reporting (Detail) - Company`s reportable segments (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net sales
Net sales	$ 13,307	$ 16,999
(Loss) income from operations
Income (loss) from operations	(1,994)	(2,425)
Heavy Duty Diesel Systems [Member]
Net sales
Net sales	7,284	12,601
(Loss) income from operations
Income (loss) from operations	(337)	(364)
Catalyst [Member]
Net sales
Net sales	6,456	6,104
(Loss) income from operations
Income (loss) from operations	121	(332)
Corporate [Member]
(Loss) income from operations
Income (loss) from operations	(1,817)	(1,688)
Eliminations [Member]
Net sales
Net sales	(433)	(1,706)
(Loss) income from operations
Income (loss) from operations	$ 39	$ (41)

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Summary of Significant Accounting Policies (Detail) - Concentration of risk accounts receivable	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Customer A [Member]
Accounts Receivable, Concentraton of Risk, Percentage	32.00%	31.00%
Customer B [Member]
Accounts Receivable, Concentraton of Risk, Percentage	10.00%	6.00%
Customer C [Member]
Accounts Receivable, Concentraton of Risk, Percentage		12.00%

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	March 31,
	2013	2012
Common stock options	786	754
RSUs	371	178
Warrants	923	935
Convertible notes	250	370
Total	2,330	2,237

Customer Concentration Risk [Member]

Schedules of Concentration of Risk, by Risk Factor [Table Text Block]

	Three Months Ended March 31,
Customer	2013	2012
A	40%	24%
	.

Credit Concentration Risk [Member]

Schedules of Concentration of Risk, by Risk Factor [Table Text Block]

Customer	March 31, 2013	December 31, 2012
A	32%	31%
B	10%	6%
C	─	12%

Supplier Concentration Risk [Member]

Schedules of Concentration of Risk, by Risk Factor [Table Text Block]

	Three Months Ended March 31,
Vendor	2013	2012
A	16%	9%
B	16%	8%
C	13%	15%
D	13%	4%

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Summary of Significant Accounting Policies (Detail) - Concentration of risk raw material purchases	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Vendor A [Member]
Purchase Of Raw Material, Concentration of Risk, Percentage	16.00%	9.00%
Vendor B [Member]
Purchase Of Raw Material, Concentration of Risk, Percentage	16.00%	8.00%
Vendor C [Member]
Purchase Of Raw Material, Concentration of Risk, Percentage	13.00%	15.00%
Vendor D [Member]
Purchase Of Raw Material, Concentration of Risk, Percentage	13.00%	4.00%

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Goodwill [Table Text Block]

Balance at December 31, 2012	$ 6,087
Effect of translation adjustment	(80)
Balance at March 31, 2013	$ 6,007

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	Useful Life in Years	March 31, 2013	December 31, 2012
Trade name	15 – 20	$ 1,388	$ 1,404
Patents and know-how	5 – 12	4,994	5,072
Customer relationships	4 – 8	1,255	1,269
Intangible Assets, Gross		7,637	7,745
Less accumulated amortization		(3,499)	(3,376)
Intangible Assets, Net		$ 4,138	$ 4,369

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Years ending December 31:
Remainder of 2013	$ 525
2014	700
2015	695
2016	543
2017	532

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Organization

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. Organization 

a. Description of Business

        Clean Diesel Technologies, Inc. (“CDTi” or the “Company”) is a global manufacturer and distributor of heavy duty diesel and light duty vehicle emissions control systems and products to major automakers and retrofitters. CDTi’s business is driven by increasingly stringent global emission standards for internal combustion engines, which are major sources of a variety of harmful pollutants. The Company has operations in the United States, Canada, the United Kingdom, France, Japan and Sweden as well as an Asian investment and European joint venture.

b. Liquidity 

        The Company has suffered recurring losses and negative cash flows from operations since inception, resulting in an accumulated deficit of $176.8 million at March 31, 2013. The Company has funded its operations through equity sales, debt and bank borrowings.

        The Company has a $7.5 million secured demand facility backed by its receivables and inventory with Faunus Group International, Inc. (“FGI”). At March 31, 2013, the Company had $5.1 million in borrowings outstanding under this facility with $2.4 million available, subject to the availability of eligible accounts receivable and inventory balances for collateral. There is no guarantee that the Company will be able to borrow to the full limit of $7.5 million if FGI chooses not to finance a portion of its receivables or inventory. Additionally, FGI can cancel the facility at any time.

        The Company also has a purchase agreement with Lincoln Park Capital (“LPC”), under which the Company has the right, in its sole discretion, over a 30-month period to sell up to $10.0 million in common stock to LPC in amounts limited to $0.5 million to $1.5 million per sale, depending on the price of the Company's common stock as set forth in the purchase agreement. The Company currently has registered 1,702,836 shares for purchase shares under the agreement. However, the aggregate number of shares issued pursuant to the purchase agreement is limited to 1,434,994 shares of common stock (19.99% of the outstanding shares of the Company’s common stock on October 7, 2011, the date of the purchase agreement) (the “Exchange Cap”), unless and until shareholder approval is obtained. The Exchange Cap is not applicable for at-market transactions, defined as when the average price for all shares purchased pursuant to the purchase agreement is greater than or equal the signing price per the agreement of $2.76 plus $0.254, or $3.014 per share. Assuming a purchase price of $2.18 per share (the closing sale price of the Company’s common stock on March 31, 2013) and the purchase by LPC of the full 1,702,836 currently registered purchase shares, proceeds to the Company would be $3.7 million. If the purchase was limited to the Exchange Cap of 1,434,994 shares, the proceeds to the Company would be $3.1 million. There have been no sales to date under this arrangement.

        On May 15, 2012, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission ("SEC") (the “Shelf Registration”) which was declared effective by the SEC on May 21, 2012. The Shelf Registration permits the Company to sell, from time to time, up to an aggregate of $50.0 million of various securities. There have been no issuances to date under this registration statement.

        On January 30, 2013, the Company and Kanis S.A. agreed to amend certain terms of the Company’s outstanding 6% shareholder note due 2013 to change the maturity date from June 30, 2013 to June 30, 2015 and to increase the interest rate from 6% to 8% beginning on June 30, 2013. In addition, the payment premium due under this note was changed from a range of $100,000 to $200,000, based proportionally on the number of days that the loan remains outstanding, to a fixed amount of $250,000 with $100,000 payable on June 30, 2013 and the remaining amount payable at maturity on June 30, 2015.

        Also on January 30, 2013, the Company and Kanis S.A. entered into a letter agreement regarding the Company’s 8% subordinated convertible notes due 2016 whereby Kanis S.A. agreed not to accelerate the maturity of these convertible notes during the 2013 calendar year.

        At March 31, 2013, the Company had $4.6 million in cash. Due to the availability under the secured demand facility with FGI and the purchase agreement with LPC, management believes that the Company will have access to sufficient working capital to sustain operations through at least the next twelve months. However, there is no assurance that, if necessary, the Company will be able to raise additional capital or reduce discretionary spending to provide the required liquidity.

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Consolidated Balance Sheets (Parentheticals) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Preferred stock par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in Shares)	100,000	100,000
Preferred stock, shares issued (in Shares)	0	0
Preferred stock, shares outstanding (in Shares)	0	0
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in Shares)	24,000,000	24,000,000
Common stock, shares issued (in Shares)	7,303,069	7,254,464
Common stock, shares outstanding (in Shares)	7,303,069	7,254,464

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

11. Stock-Based Compensation

        The Clean Diesel Technologies, Inc. Stock Incentive Plan, as amended (the “Plan”), provides for the awarding of incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares, performance awards, bonuses or other forms of share-based awards, or combinations of these to the Company’s directors, officers, employees, consultants and advisors (except consultants or advisors in capital-raising transactions) as determined by the board of directors. As of March 31, 2013, there were 301,796 shares available for future grants under the Plan.

        Total stock-based compensation expense for both employee and non-employee awards for the three months ended March 31, 2013 and 2012 was $0.2 million and $0.1 million, respectively.         

        Stock Options

        Stock option activity is summarized as follows:

	Options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at December 31, 2012	785,986	$7.81	8.48
Granted	─
Forfeited /expired	─
Outstanding at March 31, 2013	785,986	$ 7.81	8.24	─
Exercisable at March 31, 2013	453,585	$  11.41	7.70	─

The aggregate intrinsic value represents the difference between the exercise price and the Company’s closing stock price on the last trading day of the quarter.

        The Company estimates the fair value of stock options using a Black-Scholes valuation model. The weighted-average fair value and assumptions used for the three months ended March 31, 2012 is summarized below. There were no issuances of stock options during the three months ended March 31, 2013.

	2012
Expected volatility	85.4%
Risk-free interest rate	1.1%
Dividend yield	─
Expected life in years	5.96
Weighted average grant date fair value	$2.12

        Compensation costs for stock options that vest over time are recognized over the vesting period on a straight-line basis. As of March 31, 2013, the Company had $0.6 million of unrecognized compensation cost related to stock option grants that remained to be recognized over vesting periods. These costs are expected to be recognized over a weighted average period of 1.9 years.

There was no cash received from option exercises under any share-based payment arrangements for the three months ended March 31, 2013 or 2012.

Restricted Share Units              

RSU activity is as follows:

	Shares	Weighted Average Grant Date Fair Value	Aggregate Intrinsic Value
Non-vested share units at December 31, 2012	167,165	$ 3.08	─
Granted	254,411	$ 2.17	─
Vested	(48,605)	$ 2.21	─
Forfeited	(2,121)	$ 2.41	─
Non-vested share units at March 31, 2013	370,850	$ 2.94	─

        During the three months ended March 31, 2013, the Company granted 254,411 RSUs to executive officers and other key employees. The RSUs are time-based with 225,221 vesting over three years with the remaining 29,190 vesting approximately one year from the date of grant.

        As of March 31, 2013, the Company had approximately $0.8 million of unrecognized compensation expense, net of estimated forfeitures, related to RSUs, which will be recognized over a weighted average estimated remaining life of 2.5 years.

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Document And Entity Information	3 Months Ended
	Mar. 31, 2013	May 07, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	CLEAN DIESEL TECHNOLOGIES INC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		7,303,069
Amendment Flag	false
Entity Central Index Key	0000949428
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1

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Joint Venture

3 Months Ended

Mar. 31, 2013

Joint Venture [Text Block]

12. Joint Venture

On February 19, 2013, the Company entered into a joint venture agreement (the “Joint Venture Agreement”) with Pirelli & C. Ambiente SpA (“Pirelli”) to form a joint venture entity, Eco Emission Enterprise Srl under the laws of Italy (the “Joint Venture”), through which the Company and Pirelli will jointly sell their emission control products in Europe and the Commonwealth of Independent States ("CIS") countries beginning in the second quarter of  2013. Pursuant to the agreement, both partners will sell products to the Joint Venture which will earn a commission to market and sell these products. As such, all of the Company’s existing business in Sweden and the UK will be conducted through the Joint Venture.  

The Joint Venture Agreement provides that the Company and Pirelli will each hold 50% of the total issued share capital of the Joint Venture. Pursuant to the Joint Venture Agreement, in February 2013, the Company and Pirelli each contributed €50,000 (approximately $66,000) to the Joint Venture as initial capital contributions. In addition, in accordance with the Joint Venture Agreement, CDTi and Pirelli provided shareholder loans of €200,000 (approximately $261,000) each in April 2013. Future contributions from the Company and Pirelli will be provided to the Joint Venture in the form of cash or shareholders loans, from time to time as necessary.

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Consolidated Statements of Operations and Comprehensive Loss (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenues	$ 13,307	$ 16,999
Cost of revenues	10,195	13,062
Gross profit	3,112	3,937
Operating expenses:
Selling, general and administrative (including stock-based compensation expense of $192 and $66)	3,841	4,447
Research and development (including stock-based compensation expense of $2 and $17)	1,265	1,915
Total operating expenses	5,106	6,362
Loss from operations	(1,994)	(2,425)
Other (expense) income:
Interest expense	(336)	(321)
Other income (expense), net	306	(314)
Total other expense	(30)	(635)
Loss from continuing operations before income taxes	(2,024)	(3,060)
Income tax expense (benefit) from continuing operations	114	(322)
Net loss from continuing operations	(2,138)	(2,738)
Net loss from operations of discontinued Energy Systems division	(3)	(83)
Net loss	(2,141)	(2,821)
Foreign currency translation adjustments	(593)	502
Comprehensive loss	$ (2,734)	$ (2,319)
Basic and diluted net loss per share:
Net loss from continuing operations per share (in Dollars per share)	$ (0.29)	$ (0.38)
Net loss from discontinued operations per share (in Dollars per share)		$ (0.01)
Net loss per share (in Dollars per share)	$ (0.29)	$ (0.39)
Weighted-average number of common shares outstanding - basic and diluted (in Shares)	7,261	7,219

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Severance and Other Charges

3 Months Ended

Mar. 31, 2013

Restructuring and Related Activities Disclosure [Text Block]

6. Severance and Other Charges

        During 2012, the Company initiated actions to streamline both its facilities and its workforce. These actions were deemed necessary to meet the demands of the markets served by the Company and the economic environment and to improve profitability. The Company terminated 41 employees throughout North America, Europe, the United Kingdom and Asia. The Company also incurred lease termination costs related to the exit of a lease in North America and asset impairment expense related to the exit of this facility as well as to the exit of a leased facility in the United Kingdom.

        The following summarizes the activity in the Company’s accrual for severance and other charges (in thousands):

	Severance	Lease Exit Costs	Total
Accrual at December 31, 2012	$ 306	$ 184	$ 490
Payments and other settlements in 2013	(176)	(34)	(210)
Translation adjustment	(3)	─	(3)
Accrual at March 31, 2013	$ 127	$ 150	$277

The Company expects to pay substantially all of the remaining amounts during the year ended December 31, 2013.

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Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2013

Accrued Expenses And Other Current Liabilities [Text Block]

5. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

	March 31, 2013	December 31, 2012
Accrued salaries and benefits	$ 1,283	$ 1,347
Accrued warranty	824	665
Liability for consigned precious metals	697	694
Accrued severance and other charges	277	490
Sales tax payable	214	216
Other	1,041	1,102
Accrued expenses and other current liabilities	$ 4,336	$ 4,514

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Inventories (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Inventory, Current [Table Text Block]

	March 31, 2013	December 31, 2012
Raw materials	$ 4,670	$ 4,340
Work in progress	1,853	1,815
Finished goods	2,351	2,542
Inventories	$ 8,874	$ 8,697

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Contingencies

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Text Block]

13. Contingencies 

Legal Proceedings

        On April 30, 2010, CDTi received a complaint from the Hartford, Connecticut office of the U.S. Department of Labor (“U.S. DOL”) under Section 806 of the Corporate and Criminal Fraud Accountability Act of 2001, Title VIII of the Sarbanes-Oxley Act of 2002, alleging that a former employee had been subject to discriminatory employment practices. CDTi’s Board of Directors terminated the employee’s employment on April 19, 2010. The complainant in this proceeding does not demand specific relief. However, the statute provides that a prevailing employee shall be entitled to all relief necessary to make the employee whole, including compensatory damages, which may be reinstatement, back pay with interest, front pay, and special damages such as attorney’s and expert witness fees. CDTi responded on June 14, 2010, denying the allegations of the complaint. On March 29, 2011, the U.S. DOL investigator assigned to this matter requested information and documentation regarding the former employee’s allegations and the Company provided responsive documents as requested.  The Company also responded to additional requests from the U.S. DOL regarding electronic correspondence.  On October 6, 2011, the U.S. DOL investigator requested that the Company provide additional information and requested interviews with certain individuals.  The Company responded to those requests. On April 16, 2012, the U.S. DOL requested that the Company take part in non-binding mediation with the former employee. The Company has granted that request, but the former employee declined to participate in mediation.  On July 17, 2012, the U.S. DOL conducted interviews of several former CDTi officers.  On July 31, 2012, the Company submitted Supplemental Briefing to the U.S. DOL pertaining to the protections and applicability of Section 806 of the Sarbanes-Oxley Act of 2002.  The U.S. DOL’s investigation is ongoing.  Based upon current information, management, after consultation with legal counsel defending the Company’s interests, believes the ultimate disposition will have no material effect upon its financial position, results of operations, or cash flows.

        BP Products North America (“BP”), a subsidiary of British Petroleum (BP p.l.c.) has made claims against JM as the parent company of and purchaser of AUS, pertaining to the Whiting Refinery SPS NOx Reduction Project.  BP alleges JM is liable for default damages and various other set-offs to the contract price and has retained a significant portion of the contract amount, as well as made claims for additional damages.  JM maintains that it fully performed its obligations under the contract, and BP has acted in bad faith and has inappropriately withheld the contract proceeds and is further liable for various other damages.  On May 12, 2010, JM tendered to the Company a claim for indemnification under the Asset Purchase Agreement dated October 1, 2009, among JM, CSI and AUS.  A recent mediation did not result in a settlement.  On May 14, 2012, JM filed a lawsuit in California state court alleging breach of contract.  On June 25, 2012, BP removed the case to federal court.  On June 29, 2012, BP filed their Answer and Counterclaimed against JM for Breach of Contract.  Discovery is underway. As litigation is still in early stages and discovery is only partially underway, the Company cannot provide a reasonable range of possible outcomes.

        In addition to the foregoing, the Company is involved in legal proceedings from time to time in the ordinary course of its business. Management does not believe that any of these claims and proceedings against it is likely to have, individually or in the aggregate, a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.    

Sales and Use Tax Audit

        The Company is undergoing a sales and use tax audit by the State of California on AUS for the period of 2007 through 2009. The audit has identified a project performed by the Company during that time period for which sales tax was not collected and remitted and for which the State of California asserts that proper documentation of resale may not have been obtained and that the Company owes sales tax of $1.3 million. The Company contends and believes that it received sufficient and proper documentation from its customer to support not collecting and remitting sales tax from that customer and is actively disputing the audit report with the State of California. Accordingly, no accrual has been recorded for this matter as the Company does not assess a loss as being probable. Should the Company not prevail in this matter, it has certain indemnifications from its customer related to sales tax and would pursue reimbursement from the customer for all assessments from the State.  

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Stockholders' Equity

3 Months Ended

Mar. 31, 2013

Stockholders' Equity Note Disclosure [Text Block]

9. Stockholders’ Equity

        At March 31, 2013, the Company had 24.1 million shares authorized, 24.0 million of which are $0.01 par value common stock and 0.1 million of which are $0.01 par value preferred stock.

        Shelf Registration

        On May 15, 2012, the Company filed a Shelf Registration which was declared effective by the SEC on May 21, 2012. The Shelf Registration permits the Company to sell, from time to time, up to an aggregate of $50.0 million of various securities, including common stock, preferred stock, warrants to purchase common stock or preferred stock and units consisting of one or more shares of common stock, shares of preferred stock, warrants, or any combination of such securities. The Shelf Registration is intended to provide the Company with additional flexibility to access capital markets for general corporate purposes, subject to market conditions and the Company's capital needs. There have been no issuances to date under this registration statement.

Common Stock Purchase Agreement with LPC

        On October 7, 2011, the Company signed a Purchase Agreement with LPC, together with a Registration Rights Agreement, whereby LPC agreed to purchase up to $10.0 million of the Company’s common stock over a 30-month period. Pursuant to the Registration Rights Agreement, the Company filed a registration statement on Form S-1 with the SEC on October 13, 2011 covering 1,823,577 shares that have been issued or may be issued to LPC under the Purchase Agreement. Of the shares registered, 40,247 shares were issued to LPC as a commitment fee upon entering into the Purchase Agreement; 80,494 shares may be issued to LPC pro rata as an additional commitment fee as up to $10.0 million of the Company’s common stock is purchased by LPC; and 1,702,836 represent shares that the Company may sell to LPC under the Purchase Agreement. The registration statement related to the transaction was declared effective by the SEC on December 5, 2011. Accordingly, the Company has the right, in its sole discretion, over a 30-month period to sell shares of its common stock to LPC in amounts limited to $0.5 million to $1.5 million per sale, depending on the price of the Company's common stock as set forth in the Purchase Agreement, up to the aggregate amount of $10.0 million. The aggregate number of shares issued pursuant to the Purchase Agreement is limited to 1,434,994 shares of common stock (19.99% of the outstanding shares of the Company’s common stock on October 7, 2011, the date of the Purchase Agreement) (the “Exchange Cap”), unless and until shareholder approval is obtained. The Exchange Cap is not applicable for at-market transactions, defined as when the average price for all shares purchased pursuant to the purchase agreement is greater than or equal the signing price of $2.76 plus $0.254, or $3.014 per share.There have been no sales to date under this arrangement.

        There are no upper limits to the price LPC may pay to purchase the Company’s common stock and the purchase price of the shares related to the $10.0 million of future funding will be based on the prevailing market prices of the Company’s shares preceding the time of sales as computed in accordance with the Purchase Agreement without any fixed discount, with the Company controlling the timing and amount of future sales, if any, of shares to LPC. The purchase price per share is equal to the lesser of the lowest sales price of the Company’s common stock on the purchase date or the average of the three lowest closing sales prices of the Company’s common stock during the twelve consecutive business days prior to the date of the purchase by LPC.

        LPC has agreed not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s shares of common stock. The Company may terminate the Purchase Agreement at any time at its discretion without any cost or penalty. Any proceeds received by the Company under the Purchase Agreement are expected to be used for working capital and general corporate purposes.

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Segment Reporting (Detail) - Net sales by geographic region (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net sales	$ 13,307	$ 16,999
United States [Member]
Net sales	6,968	5,999
Canada [Member]
Net sales	4,836	4,923
United Kingdom [Member]
Net sales	301	4,321
Sweden [Member]
Net sales	$ 1,202	$ 1,756

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Accrued Warranty

3 Months Ended

Mar. 31, 2013

Product Warranty Disclosure [Text Block]

7. Accrued Warranty

        Changes in the Company’s product warranty reserve are as follows (in thousands):

	Three Months Ended March 31,
	2013	2012
Balance at beginning of period	$ 665	$645
Accrued warranty expense	199	217
Warranty claims paid	(19)	(123)
Translation adjustment	(21)	18
Balance at end of period	$ 824	$ 757

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Debt

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Text Block]

8. Debt 

        Debt consists of the following (in thousands):

	March 31,  2012	December 31, 2012
Line of credit with FGI	$  5,141	$ 5,476
6% shareholder note due 2015	1,655	1,638
8% subordinated convertible shareholder notes due 2016	3,000	3,000
8% shareholder note due 2015	2,945	2,940
Debt, Total	12,741	13,054
Less current portion	(8,241)	(5,576)
Long-term debt, net of current portion	$  4,500	$ 7,478

        Line of Credit with FGI

        On February 14, 2011, the Company and certain of its subsidiaries (the “Credit Subsidiaries”) entered into Sale and Security Agreements with FGI to provide for a $7.5 million secured demand facility backed by its receivables and inventory (the “FGI Facility”). The Company and the Credit Subsidiaries also entered into guarantees to guarantee the performance of their obligations under the Sale and Security Agreements. The Company also granted FGI a first lien collateral interest in substantially all of its assets. On August 15, 2012, the Company and FGI agreed to amend the FGI Facility. As amended, the initial term was extended from February 14, 2013 to August 15, 2015 and may be extended at the Company’s option for additional one-year terms. However, FGI can cancel the facility at any time.

        Under the FGI Facility, as amended, FGI can elect to purchase eligible accounts receivables from the Company and the Credit Subsidiaries at up to 80% of the value of such receivables (retaining a 20% reserve). Purchased receivables are subject to full recourse to the Company in the event of nonpayment by the customer. FGI becomes responsible for the servicing and administration of the accounts receivable purchased. The Company is not obligated to offer accounts in any month and FGI has the right to decline to purchase any accounts. At FGI’s election, FGI may advance the Company up to 80% of the value of any purchased accounts receivable, subject to the $7.5 million limit. Reserves retained by FGI on any purchased receivable are expected to be refunded to the Company net of interest and fees on advances once the receivables are collected from customers. The Company may also borrow against eligible inventory up to the inventory sublimit, as determined by FGI, subject to the aggregate $7.5 million limit under the FGI Facility and certain other conditions. At March 31, 2013, the inventory sublimit amount was the lesser of $2.0 million or 50% of the aggregate purchase price paid for accounts receivable purchased under the FGI facility.

        The interest rate on advances or borrowings under the FGI Facility, as amended, is the greater of (i) 6.50% per annum and (ii) 2.50% per annum above the prime rate, as defined. Any advances or borrowings under the FGI Facility are due on demand. The Company also agreed to pay FGI collateral management fees of 0.30% per month on the face amount of eligible receivables as to which advances have been made and 0.38% per month on borrowings against inventory, if any. At any time outstanding advances or borrowings under the FGI Facility are less than $2.4 million, the Company agreed to pay FGI standby fees of (i) the interest rate on the difference between $2.4 million and the average outstanding amounts and (ii) 0.44% per month on 80% of the amount by which advances or borrowings are less than the agreed $2.4 million minimum.  

        If the Company terminates the FGI facility prior to the last day of the initial term, as extended, or any additional term, it must pay a termination fee of 2% of the facility limit then in effect. No termination fee will be due if the Company notifies FGI of its intent to terminate within 10 days of FGI increasing the reserve percentage for accounts to greater than 40% for more than 30 consecutive days. FGI may terminate the facility at any time. The termination fee is not payable upon a termination by FGI or upon non-renewal.

        The Company accounts for the sale of accounts receivable under the FGI Facility as a secured borrowing with a pledge of the subject receivables as collateral in accordance with ASC 860, “Transfers and Servicing.” At March 31, 2013, the Company had $5.2 million of gross accounts receivable pledged to FGI as collateral for short-term debt in the amount of $3.1 million. At March 31, 2013, the Company also had $2.0 million in borrowings outstanding against eligible inventory. The Company was in compliance with the terms of the FGI Facility at March 31, 2013. However, there is no guarantee that the Company will be able to borrow to the full limit of $7.5 million if FGI chooses not to finance a portion of its receivables or inventory.

        6% Shareholder Note Due 2015

        On December 30, 2010, the Company executed a Loan Commitment Letter with Kanis S.A., a shareholder of the Company, pursuant to which Kanis S.A. loaned the Company $1.5 million. The loan is unsecured and bears interest on the unpaid principal at a rate of 6%, with interest only payable quarterly in arrears, commencing March 31, 2011. In addition to principal and accrued interest, the Company was obligated to pay Kanis S.A. at maturity a “Payment Premium” ranging from $100,000 to $200,000 based proportionally on the number of days that the loan remains outstanding. There is no prepayment penalty. The loan originally matured on June 30, 2013. On January 30, 2013, the Company and Kanis S.A. agreed to amend certain terms of the loan to change the maturity date from June 30, 2013 to June 30, 2015 and to increase the interest rate from 6% to 8% beginning on June 30, 2013. In addition, the payment premium due under this note was changed to a fixed amount of $250,000 with $100,000 payable on June 30, 2013 and the remaining amount payable at maturity on June 30, 2015.

In connection with the original loan, the Company issued Kanis S.A. warrants to acquire 25,000 shares of its common stock at $10.40 per share. The relative estimated fair value of such warrants represents a discount from the face amount of the loan and has been recorded as a discount from the loan amount. The discount is being amortized using the effective interest method over the term of the loan.

        8% Subordinated Convertible Shareholder Notes Due 2016

        On April 11, 2011, the Company entered into a Subordinated Convertible Notes Commitment Letter with Kanis S.A. 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 Kanis S.A. purchased from the Company at par $3.0 million aggregate principal amount of the Notes, which bear interest at a rate of 8% per annum, payable quarterly in arrears.

        The Notes have a stated maturity of five years from the date of issuance. The original agreement allowed for the acceleration of the maturity of the Notes if: (i) the Company was in breach of the notes or other agreements with Kanis S.A., or (ii) Kanis S.A. provided written notice, not less than 30 days prior to such date, that it elected to accelerate the maturity to a date not earlier than November 11, 2012. On February 16, 2012, the Company and Kanis S.A. agreed to amend the terms of the Notes to modify the early redemption date from November 11, 2012 to May 12, 2013. On January 30, 2013, the Company and Kanis S.A. entered into a letter agreement regarding the Notes whereby Kanis S.A. agreed not to accelerate the maturity of these convertible notes during the 2013 calendar year. 

        The Notes also provide that the Company has the option to redeem the Notes at any time at a price equal to 100% of the face amount plus accrued and unpaid interest through the date of redemption. There is no prepayment penalty. The Notes are unsecured obligations of the Company and subordinated to existing and future secured indebtedness of the Company.

        The outstanding principal balance of, plus accrued and unpaid interest on, the Notes were convertible into shares of the Company’s common stock at an initial conversion price equal to $7.044 per share, which was 120% of the closing bid price per share of the Company’s common stock on April 8, 2011, into no more than 369,853 shares. The Company evaluated the Notes and determined that there were no embedded derivatives contained in the Notes that require separate accounting. Additionally, there was no beneficial conversion feature associated with the Notes since the conversion price was not lower than the estimated fair market value of the Company’s common stock on the issuance date. As such, the entire proceeds from the Notes are recorded as debt in the condensed consolidated balance sheets.

On July 27, 2012, the Company and Kanis S.A. further amended the terms of the Notes to modify the conversion feature. As amended, the outstanding principal balance of, and accrued and unpaid interest on, the Notes are convertible, at the option of Kanis S.A. at any time upon written notice given not less than 75 calendar days prior to the date of conversion, into no more than 250,000 shares of the Company’s common stock at a conversion price of $4.00 per share. The Company evaluated the modification and determined that the modification was not substantial and did not qualify as a debt extinguishment. Accordingly, no gain or loss was recognized from the modification.

In connection with the February 16, 2012 amendment, the Company issued to Kanis S.A. warrants to acquire 5,000 shares of its common stock at $3.80 per share. The warrants are exercisable on or after August 16, 2014 and expire on the earlier of (x) August 16, 2017 and (y) that date that is 30 days after the Company gives notice to the warrant holder that the market value of one share of its common stock has exceeded 130% of the exercise price of the warrant for 10 consecutive days, which 10 consecutive days commence on or after August 16, 2014. The Company did not receive any cash consideration for the issuance of the warrants. The Company relied on the private placement exemption provided by Regulation S.

        8% Shareholder Note Due 2015

        On July 27, 2012, the Company executed a Loan Commitment Letter with Kanis S.A., pursuant to which the Company issued a promissory note in the principal amount of $3.0 million, which bears interest at 8% per annum, payable quarterly in arrears. The promissory note matures on July 27, 2015. There is no prepayment penalty or premium. The promissory note is unsecured.

        In connection with promissory note, the Company issued Kanis S.A. a warrant to acquire 45,000 shares of its common stock at $2.09 per share, a third of which become exercisable on the issuance date and each of the first and second anniversaries of the issuance date. This warrant expires on July 27, 2018. The Company did not receive any cash consideration for the issuance of this warrant, which was issued in reliance upon the private placement exemption provided by Regulation S. The relative estimated fair value of such warrant represents a discount from the face amount of the loan and has been recorded as a discount from the loan amount. The discount is being amortized using the effective interest method over the term of the loan.

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Warrants

3 Months Ended

Mar. 31, 2013

Warrants Disclosures [Text Block]

10. Warrants 

        From time to time, the Company issues warrants to purchase its common stock. These warrants have been issued for consulting services, in connection with the Company’s issuance of debt and sales of its common stock.

        Warrant activity is summarized as follows: 

	Shares	Weighted Average Exercise Price	Range of Exercise Prices
Outstanding at December 31, 2012	923,090	$ 7.77	$2.09 - $48.90
Warrants issued	─
Warrants expired/forfeited	─
Outstanding at March 31, 2013	923,090	$ 7.77	$2.09 - $48.90
Warrants exercisable at March 31, 2013	863,090	$ 7.92	$2.09 - $48.90

Warrant Liability

        The Company evaluates warrants on issuance and at each reporting date to determine proper classification as equity or as a liability. The Company has 379,678 outstanding warrants that it is required to physically settle by delivering registered shares. In addition, while the relevant warrant agreement does not require cash settlement if the Company fails to maintain registration of the warrant shares, it does not specifically preclude cash settlement. Accordingly, the Company’s agreement to deliver registered shares without express terms for settlement in the absence of continuous effective registration is presumed to create a liability to settle these warrants in cash, requiring liability classification. The contracts for the remaining warrants allow for settlement in unregistered shares and do not contain any other characteristics that would result in liability classification. Accordingly, these instruments have been classified in stockholders’ equity in the accompanying condensed consolidated balance sheets and are only valued on the issuance date and not subsequently revalued. The Company evaluated the balance sheet classification of all warrants at March 31, 2013 and noted no changes.

        The liability-classified warrants are considered Level 3 in the fair value hierarchy because they are valued based on unobservable inputs. The Company determined the fair value of its liability-classified warrants using a Monte Carlo simulation model, which utilizes multiple input variables to estimate the probability that market conditions will be achieved. The liability, included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets, is remeasured at the end of each reporting period with changes in fair value recognized in other income (expense) in the condensed consolidated statements of operations and comprehensive loss.

        The following is a reconciliation of the warrant liability measured at fair value using Level 3 inputs (in thousands):

	Three Months Ended March 31,
	2013	2012
Balance at beginning of period	$ 10	$    100
Remeasurement of common stock warrants	(3)	141
Balance at end of period	$   7	$    241

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Summary of Significant Accounting Policies (Detail) - Concentration of risk revenue (Customer A Revenue [Member])	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Customer A Revenue [Member]
Revenue, Concentration of Risk, Percentage	40.00%	24.00%

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Warrants (Detail) - Reconciliation of the warrant liability measured at fair value using Level 3 inputs (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Balance at beginning of period	$ 10	$ 100
Remeasurement of common stock warrants	(3)	141
Balance at end of period	$ 7	$ 241

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Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2013

Basis of Accounting, Policy [Policy Text Block]

a. Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been reflected. The results reported in these condensed consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), but is not required for interim reporting purposes, has been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in Clean Diesel Technologies, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Consolidation, Policy [Policy Text Block]

b. Principles of Consolidation

        The condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates, Policy [Policy Text Block]

c. Use of Estimates

 The preparation of financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates and assumptions are based on management’s best estimates and judgment. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to impairment of goodwill and long-lived assets, stock-based compensation, the fair value of financial instruments including warrants, allowance for doubtful accounts, inventory valuation, taxes and contingent and accrued liabilities. The Company bases its estimates on historical experience and various other factors, including the current economic environment, which it believes to be reasonable under the circumstances. Estimates and assumptions are adjusted when facts and circumstances dictate. Actual results may differ from these estimates under different assumptions and conditions. Management believes that the estimates are reasonable.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

d. Concentration of Risk

        For the periods presented below, one customer accounted for 10% or more of the Company’s revenue as follows:

	Three Months Ended March 31,
Customer	2013	2012
A	40%	24%
	.

        Customer A is an automotive original equipment manufacturer (“OEM”) and sales to this customer are within the Catalyst segment.

        For the periods presented below, certain customers accounted for 10% or more of the Company’s accounts receivable balance as follows:

Customer	March 31, 2013	December 31, 2012
A	32%	31%
B	10%	6%
C	─	12%

        Customer A above is an automotive OEM and customers B and C are diesel system distributors.

        For the periods presented below, certain vendors accounted for 10% or more of the Company’s raw material purchases as follows:

	Three Months Ended March 31,
Vendor	2013	2012
A	16%	9%
B	16%	8%
C	13%	15%
D	13%	4%

Vendors A and D above are substrate suppliers, vendor B is a rare earth materials supplier and vendor C is a catalyst supplier.

Earnings Per Share, Policy [Policy Text Block]

e. Net Loss per Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares and dilutive potential common shares. Dilutive potential common shares include employee stock options and restricted share units (“RSUs”) and warrants and debt that are convertible into the Company’s common stock.

        Diluted net loss per share excludes certain dilutive potential common shares outstanding as their effect is anti-dilutive. Because the Company incurred net losses in the three months ended March 31, 2013 and 2012, the effect of potentially dilutive securities has been excluded in the computation of net loss per share and net loss from continuing operations per share as their impact would be anti-dilutive. Potential common stock equivalents excluded consist of the following (in thousands):

	March 31,
	2013	2012
Common stock options	786	754
RSUs	371	178
Warrants	923	935
Convertible notes	250	370
Total	2,330	2,237

Fair Value of Financial Instruments, Policy [Policy Text Block]

f. Fair Value of Financial Instruments

Accounting Standards Codification ("ASC") Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. The fair values of the Company’s cash, trade accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate carrying values due to the short maturity of these instruments. The fair value of borrowings under the line of credit approximates their carrying value due to the variable interest rates. The fair value of shareholder notes payable, noncurrent, calculated using level 3 inputs, including a Black-Scholes option-pricing model to value the debt’s conversion factor, a Monte Carlo simulation model to value warrants and a net present value modelis $7.4 million at March 31, 2013.

Reclassification, Policy [Policy Text Block]

g. Reclassifications 

        Certain prior-period amounts have been reclassified to conform to the current period presentation. These changes had no impact on the previously reported consolidated results of operations or stockholders' equity.

New Accounting Pronouncements, Policy [Policy Text Block]

h. Recently Adopted Accounting Guidance

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which requires disclosure of significant amounts reclassified out of accumulated other comprehensive income by component and their corresponding effect on the respective line items of net income. This guidance is effective for reporting periods beginning after December 15, 2012.  Adoption of this guidance on January 1, 2013 did nothave a material impact on the Company’s consolidated financial statements or financial statement disclosures.

Recently Issued Accounting Guidance, Policy [Policy Text Block]

i. Recently Issued Accounting Guidance In March 2013, the FASB issued ASU No. 2013-05, "Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entit y ," ("ASU 2013-05"). The objective of ASU 2013-05 is to resolve the diversity in practice regarding the release into net income of the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. ASU 2013-05 is effective for reporting periods beginning after December 15, 2013 and is not expected to have a material impact on the Company's consolidated financial statements or financial statement disclosures.

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Severance and Other Charges (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

	Severance	Lease Exit Costs	Total
Accrual at December 31, 2012	$ 306	$ 184	$ 490
Payments and other settlements in 2013	(176)	(34)	(210)
Translation adjustment	(3)	─	(3)
Accrual at March 31, 2013	$ 127	$ 150	$277

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Warrants (Detail)	Mar. 31, 2013
Derivative, Number of Instruments Held	379,678

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Goodwill and Intangible Assets (Detail) - Intangible assets (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Intangible Assets, Gross	$ 7,637	$ 7,745
Less accumulated amortization	(3,499)	(3,376)
Intangible Assets, Net	4,138	4,369
Trade Names [Member]
Finite-Lived Intangible Asset Useful Life	15 - 20
Intangible Assets, Gross	1,388	1,404
Patents [Member]
Finite-Lived Intangible Asset Useful Life	5 - 12
Intangible Assets, Gross	4,994	5,072
Customer Relationships [Member]
Finite-Lived Intangible Asset Useful Life	4 - 8
Intangible Assets, Gross	$ 1,255	$ 1,269

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Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Stock-based compensation expense (in Dollars)	$ 194	$ 83
Selling, General and Administrative Expenses [Member]
Stock-based compensation expense (in Dollars)	192	66
Research and Development Expense [Member]
Stock-based compensation expense (in Dollars)	$ 2	$ 17

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Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Text Block]

4. Goodwill and Intangible Assets

Goodwill 

The Company’s Engine Control Systems reporting unit, which is within its Heavy Duty Diesel Systems reporting segment, contains all of the Company’s allocated goodwill. The changes in the carrying amount of goodwill for the three months ended March 31, 2013 are as follows (in thousands):

Balance at December 31, 2012	$ 6,087
Effect of translation adjustment	(80)
Balance at March 31, 2013	$ 6,007

        Intangible Assets

        Intangible assets consist of the following (in thousands):

	Useful Life in Years	March 31, 2013	December 31, 2012
Trade name	15 – 20	$ 1,388	$ 1,404
Patents and know-how	5 – 12	4,994	5,072
Customer relationships	4 – 8	1,255	1,269
Intangible Assets, Gross		7,637	7,745
Less accumulated amortization		(3,499)	(3,376)
Intangible Assets, Net		$ 4,138	$ 4,369

        The Company recorded amortization expense related to amortizable intangible assets of $0.2 million during each of the three months ended March 31, 2013 and 2012.  

        Estimated amortization expense for existing intangible assets for each of the next five years is as follows (in thousands):

Years ending December 31:
Remainder of 2013	$ 525
2014	700
2015	695
2016	543
2017	532

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Segment Reporting (Detail)	3 Months Ended
	Mar. 31, 2013
Number of Operating Segments	2
Catalyst [Member]
Number of Parts	10,000,000

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Accrued Warranty (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Product Warranty Liability [Table Text Block]

	Three Months Ended March 31,
	2013	2012
Balance at beginning of period	$ 665	$645
Accrued warranty expense	199	217
Warranty claims paid	(19)	(123)
Translation adjustment	(21)	18
Balance at end of period	$ 824	$ 757

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Inventories (Detail) - Inventories (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Raw materials	$ 4,670	$ 4,340
Work in progress	1,853	1,815
Finished goods	2,351	2,542
Inventories	$ 8,874	$ 8,697

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Segment Reporting

3 Months Ended

Mar. 31, 2013

Segment Reporting Disclosure [Text Block]

14. Segment Reporting

The Company has two division segments based on the products it delivers:

Heavy Duty Diesel Systems division— The Heavy Duty Diesel Systems division designs and manufactures verified exhaust emissions control solutions.  This division offers a full range of products for the verified retrofit and OEM markets through its distributor/dealer network and direct sales. These products are used to reduce exhaust emissions created by on-road, off-road and stationary diesel and alternative fuel engines including propane and natural gas. The retrofit market in the U.S. is driven in particular by state and municipal environmental regulations and incentive funding for voluntary early compliance. The Heavy Duty Diesel Systems division derives significant revenues from retrofit with a portfolio of solutions verified by the California Air Resources Board and the United States Environmental Protection Agency.

Catalyst division— The Catalyst division produces catalyst formulations to reduce emissions from gasoline, diesel and natural gas combustion engines that are offered for multiple markets and a wide range of applications.  A family of unique high-performance catalysts has been developed — with base-metals or low platinum group metal and zero platinum group metal content — to provide increased catalytic function and value for technology-driven automotive industry customers. The Catalyst division’s technical and manufacturing competence in the light duty vehicle market is aimed at meeting auto makers’ most stringent requirements, and it has supplied over ten million parts to light duty vehicle customers since 1996. The Catalyst division also provides catalyst formulations for the Company’s Heavy Duty Diesel Systems division. Intersegment revenues are based on market prices.

Corporate — Corporate includes cost for personnel, insurance and public company expenses such as legal, audit and taxes that are not allocated down to the operating divisions.

Discontinued operations— In 2006, the Company purchased AUS, a provider of cost-effective, engineered solutions for the clean and efficient utilization of fossil fuels. AUS, referred to as the Company’s Energy Systems division, provided emissions control and energy systems solutions for industrial and utility boilers, process heaters, gas turbines and generation sets used largely by major utilities, industrial process plants, OEMs, refineries, food processors, product manufacturers and universities. The Energy Systems division delivered integrated systems built for customers’ specific combustion processes. As discussed in Note 15, this division was sold on October 1, 2009.

        Summarized financial information for the Company’s reportable segments is as follows (in thousands):

	Three  Months Ended March 31,
	2013	2012
Net sales
Heavy Duty Diesel Systems	$   7,284	$  12,601
Catalyst	6,456	6,104
Corporate	─	─
Eliminations (1)	(433)	(1,706)
Total	$  13,307	$  16,999
(Loss) income from operations
Heavy Duty Diesel Systems	$     (337)	$     (364)
Catalyst	121	(332)
Corporate	(1,817)	(1,688)
Eliminations (1)	39	(41)
Total	$   (1,994)	$  (2,425)

(1) Elimination of Catalyst revenue and profit in ending inventory related to sales to Heavy Duty Diesel Systems.

        Net sales by geographic region based on the location of sales organization is as follows (in thousands):

	Three Months Ended  March 31,
	2013	2012
United States	$    6,968	$  5,999
Canada	4,836	4,923
United Kingdom	301	4,321
Sweden	1,202	1,756
Total	$  13,307	$ 16,999