Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 01, 2019 | Jun. 30, 2018 | |
Document Information [Line Items] | |||
Entity Registrant Name | Primo Water Corp | ||
Entity Central Index Key | 1,365,101 | ||
Trading Symbol | prmw | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 38,924,859 | ||
Entity Public Float | $ 600,193,364 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 7,301 | $ 5,586 |
Accounts receivable, net | 19,179 | 18,015 |
Inventories | 9,965 | 6,178 |
Prepaid expenses and other current assets | 7,004 | 3,409 |
Total current assets | 43,449 | 33,188 |
Bottles, net | 4,618 | 4,877 |
Property and equipment, net | 95,627 | 100,692 |
Net | 78,671 | 144,555 |
Goodwill | 91,814 | 92,934 |
Investment in Glacier securities ($0 and $3,881 available-for-sale, at fair value at December 31, 2018 and 2017, respectively) | 6,510 | |
Other assets | 661 | 997 |
Assets held-for-sale at fair value | 5,288 | |
Total assets | 320,128 | 383,753 |
Current liabilities: | ||
Accounts payable | 25,191 | 18,698 |
Accrued expenses and other current liabilities | 8,274 | 9,878 |
Current portion of long-term debt and capital leases | 11,159 | 3,473 |
Total current liabilities | 44,624 | 32,049 |
Long-term debt and capital leases, net of current portion and debt issuance costs | 178,966 | 269,793 |
Deferred tax liability, net | 8,455 | |
Other long-term liabilities | 607 | 1,985 |
Liabilities held-for-sale at fair value | 1,438 | |
Total liabilities | 225,635 | 312,282 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value - 10,000 shares authorized, none issued and outstanding | ||
Common stock, $0.001 par value - 70,000 shares authorized, 38,567 and 30,084 shares issued and outstanding at December 31, 2018 and 2017, respectively | 39 | 30 |
Additional paid-in capital | 424,635 | 345,963 |
Accumulated deficit | (328,599) | (273,752) |
Accumulated other comprehensive loss | (1,582) | (770) |
Total stockholders’ equity | 94,493 | 71,471 |
Total liabilities and stockholders’ equity | $ 320,128 | $ 383,753 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Available-for-sale, at fair value | $ 0 | $ 3,881 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000 | 10,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 70,000 | 70,000 |
Common stock, issued (in shares) | 38,567 | 30,084 |
Common stock, outstanding (in shares) | 38,567 | 30,084 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net sales | $ 302,112 | $ 286,074 | $ 142,541 |
Operating costs and expenses: | |||
Cost of sales | 215,502 | 202,878 | 100,184 |
Selling, general and administrative expenses | 35,226 | 34,701 | 26,429 |
Special items | 762 | 7,860 | 4,753 |
Depreciation and amortization | 24,562 | 26,698 | 10,541 |
Impairment charges and other | 68,397 | (99) | 749 |
Total operating costs and expenses | 344,449 | 272,038 | 142,656 |
(Loss) income from operations | (42,337) | 14,036 | (115) |
Interest expense, net | 21,417 | 20,324 | 6,023 |
Change in fair value of warrant liability | 3,220 | (240) | |
Loss from continuing operations before income taxes | (63,754) | (9,508) | (5,898) |
Income tax benefit | (8,907) | (3,149) | |
Loss from continuing operations | (54,847) | (6,359) | (5,898) |
Loss from discontinued operations | (48) | ||
Net loss | $ (54,847) | $ (6,359) | $ (5,946) |
Basic (loss) earnings per common share: | |||
Loss from continuing operations, basic (in dollars per share) | $ (1.47) | $ (0.19) | $ (0.21) |
Loss from discontinued operations, basic (in dollars per share) | |||
Net loss, basic (in dollars per share) | (1.47) | (0.19) | (0.21) |
Diluted (loss) earnings per common share: | |||
Loss from continuing operations (in dollars per share) | (1.47) | (0.19) | (0.21) |
Loss from discontinued operations (in dollars per share) | |||
Net loss, diluted (in dollars per share) | $ (1.47) | $ (0.19) | $ (0.21) |
Weighted average shares used in computing (loss) earnings per share: | |||
Basic (in shares) | 37,418 | 33,258 | 28,456 |
Diluted (in shares) | 37,418 | 33,258 | 28,456 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net loss | $ (54,847) | $ (6,359) | $ (5,946) |
Other comprehensive (loss) income: | |||
Reclassification of gain recognized in net loss on redemption of Glacier securities | (86) | ||
Unrealized gain (loss) on investment in Glacier securities | 14 | 102 | (29) |
Foreign currency translation adjustments, net | (740) | 663 | (94) |
Total other comprehensive (loss) income | (812) | 765 | (123) |
Comprehensive loss | $ (55,659) | $ (5,594) | $ (6,069) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance (in shares) at Dec. 31, 2015 | 25,810,000 | ||||
Balance at Dec. 31, 2015 | $ 26 | $ 288,968 | $ (261,447) | $ (1,412) | $ 26,135 |
Employee stock compensation plans (in shares) | 443,000 | ||||
Employee stock compensation plans | 8,980 | 8,980 | |||
Shares withheld for taxes related to the net share settlement of equity awards (in shares) | (148,000) | ||||
Shares withheld for taxes related to the net share settlement of equity awards | (1,396) | (1,396) | |||
Exercise of common stock warrants (in shares) | 21,000 | ||||
Exercise of common stock warrants | 231 | 231 | |||
Issuance of common stock in connection with Glacier acquisition, net of issuance costs (in shares) | 3,179,000 | ||||
Issuance of common stock in connection with Glacier acquisition, net of issuance costs | $ 3 | 36,488 | 36,491 | ||
Net loss | (5,946) | (5,946) | |||
Other comprehensive income (loss) | (123) | (123) | |||
Balance (in shares) at Dec. 31, 2016 | 29,305,000 | ||||
Balance at Dec. 31, 2016 | $ 29 | 333,271 | (267,393) | (1,535) | 64,372 |
Employee stock compensation plans (in shares) | 1,061,000 | ||||
Employee stock compensation plans | $ 1 | 5,722 | 5,723 | ||
Shares withheld for taxes related to the net share settlement of equity awards (in shares) | (337,000) | ||||
Shares withheld for taxes related to the net share settlement of equity awards | (4,459) | (4,459) | |||
Exercise of common stock warrants (in shares) | 55,000 | ||||
Exercise of common stock warrants | 88 | 88 | |||
Net loss | (6,359) | (6,359) | |||
Other comprehensive income (loss) | 765 | 765 | |||
Reclassification of Glacier Warrant to equity | 11,400 | 11,400 | |||
Equity issuance costs associated with reorganization | (59) | (59) | |||
Balance (in shares) at Dec. 31, 2017 | 30,084,000 | ||||
Balance at Dec. 31, 2017 | $ 30 | 345,963 | (273,752) | (770) | 71,471 |
Employee stock compensation plans (in shares) | 2,351,000 | ||||
Employee stock compensation plans | $ 2 | 6,900 | 6,902 | ||
Shares withheld for taxes related to the net share settlement of equity awards (in shares) | (798,000) | ||||
Shares withheld for taxes related to the net share settlement of equity awards | (11,017) | $ (11,017) | |||
Exercise of common stock warrants (in shares) | 1,591,000 | 1,145,000 | |||
Exercise of common stock warrants | $ 2 | 12,174 | $ 12,176 | ||
Net loss | (54,847) | (54,847) | |||
Other comprehensive income (loss) | (812) | (812) | |||
Proceeds from equity offering, net of costs (in shares) | 5,339,000 | ||||
Proceeds from equity offering, net of costs | $ 5 | 70,786 | 70,791 | ||
Reclassification of equity issuance costs previously capitalized | (171) | (171) | |||
Balance (in shares) at Dec. 31, 2018 | 38,567,000 | ||||
Balance at Dec. 31, 2018 | $ 39 | $ 424,635 | $ (328,599) | $ (1,582) | $ 94,493 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (54,847) | $ (6,359) | $ (5,946) |
Less: Loss from discontinued operations | (48) | ||
Loss from continuing operations | (54,847) | (6,359) | (5,898) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 24,562 | 26,698 | 10,541 |
Impairment charges and other | 68,397 | (99) | 749 |
Gain on Omnifrio settlement | (1,191) | ||
Stock-based compensation expense | 3,683 | 5,761 | 7,975 |
Non-cash interest expense (income) | 2,639 | (69) | 429 |
Change in fair value of warrant liability | 3,220 | (240) | |
Bad debt expense | 635 | 198 | 18 |
Income Tax Expense (Benefit), Total | (8,907) | (3,149) | |
Realized foreign currency exchange loss and other, net | 300 | (65) | 127 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,956) | (4,636) | 218 |
Inventories | (3,817) | 14 | 518 |
Prepaid expenses and other current assets | (3,162) | (532) | (1,129) |
Accounts payable | 5,301 | 5,213 | 316 |
Accrued expenses and other current liabilities | (133) | (7,430) | 2,751 |
Net cash provided by operating activities | 32,695 | 17,574 | 16,375 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (20,382) | (17,012) | (9,859) |
Purchases of bottles, net of disposals | (3,116) | (3,588) | (2,661) |
Proceeds from the sale of property and equipment | 278 | 209 | 32 |
Proceeds from redemption of investment in Glacier securities | 6,277 | ||
Acquisitions, net cash acquired | (920) | (65) | (150,740) |
Additions to intangible assets | (88) | (63) | (55) |
Net cash used in investing activities | (17,951) | (20,519) | (163,283) |
Cash flows from financing activities: | |||
Payments under Term loan | (4,750) | ||
Payments under prior Term loans | (184,140) | (1,860) | (20,000) |
Payments upon redemption of Junior Subordinated Debentures | (87,629) | ||
Capital lease payments | (1,566) | (1,782) | (321) |
Proceeds from common stock issuance, net of costs | 70,791 | ||
Proceeds from warrant exercises, net | 12,176 | 88 | 231 |
Stock option and employee stock purchase activity | 1,827 | 1,263 | 362 |
Payments for taxes related to net share settlement of equity awards | (11,017) | (4,459) | (1,396) |
Debt issuance costs and other | (1,676) | (269) | (4,182) |
Net cash (used in) provided by financing activities | (12,984) | (7,019) | 160,694 |
Cash used in operating activities of discontinued operations | (105) | ||
Effect of exchange rate changes on cash and cash equivalents | (45) | (36) | 79 |
Net increase (decrease) in cash and cash equivalents | 1,715 | (10,000) | 13,760 |
Cash and cash equivalents, beginning of year | 5,586 | 15,586 | 1,826 |
Cash and cash equivalents, end of period | 7,301 | 5,586 | 15,586 |
Revolving Credit Facility [Member] | |||
Cash flows from financing activities: | |||
Borrowings under Revolving Credit Facility | 18,600 | ||
Payments under Revolving Credit Facility | (15,600) | ||
Prior Revolving Credit Facility [Member] | |||
Cash flows from financing activities: | |||
Borrowings under Revolving Credit Facility | 14,000 | 2,500 | 34,400 |
Payments under Revolving Credit Facility | (14,000) | (2,500) | (34,400) |
Term Loan [Member] | |||
Cash flows from financing activities: | |||
Borrowings under Term loan | 190,000 | ||
Borrowings under prior Term loan | (190,000) | ||
Prior Term Loan [Member] | |||
Cash flows from financing activities: | |||
Borrowings under Term loan | 186,000 | ||
Borrowings under prior Term loan | $ (186,000) |
Note 1 - Description of Busines
Note 1 - Description of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | 1. Description of Business and Significant Accounting Policies Business Primo Water Corporation (together with its consolidated subsidiaries, “Primo,” “we,” “our,” “us,” or “the Company”) is North America’s leading single source provider of multi-gallon purified bottled water, self-service refill drinking water and water dispensers sold through major retailers in the United States and Canada. Significant Transactions On June 22, 2018, $190,000 $30,000 June 22, 2023. 5% $9,500, first 8 On May 22, 2018, 5,339 $14.00 696 $70,791, $4,132. 8 On December 12, 2016, 20,000 October 9, 2016. $200,200 $78,800 $196,000 8 Principles of Consolidation Our consolidated financial statements include the accounts of Primo and our wholly-owned subsidiaries. All intercompany amounts and transactions have been eliminated in consolidation. Our consolidated statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). We determine whether our investment arrangements constitute a variable interest entity (“VIE”) based on the nature and characteristics of such arrangements. If an investment arrangement is determined to be a VIE, then we assess whether the Company is the VIE’s primary beneficiary. If we determine the Company is the primary beneficiary of a VIE, then it is consolidated. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the primary activities of the VIE and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, which, in either case, could be significant to the VIE. Use of Estimates The preparation of our financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions used to determine certain amounts that affect the financial statements are reasonable, based on information available at the time they are made. To the extent there are material differences between these estimates and actual results, our consolidated financial statements may Reclassifications Certain amounts reported previously have been reclassified to conform to the current year presentation, with no Discontinued Operations During 2012, CO2 2016, March 31, 2017, 11 Revenue Recognition Revenue is recognized for the sale of multi-gallon purified bottled water upon either the delivery of inventory to the retail store or the purchase by the consumer. Revenue is either recognized as an exchange transaction (where a discount is provided on the purchase of a multi-gallon bottle of purified water for the return of an empty multi-gallon bottle) or a non-exchange transaction. Revenues on exchange transactions are recognized net of the exchange discount. Self-service refill water revenue is recognized as the filtered water is purchased by the consumer or retailer, which is measured by the water dispensing equipment meter for non-coin-operated vending displays and by cash collected for coin-operated vending displays. As it is impractical to visit all locations at the end of each reporting period, we estimate the revenue from the last time cash was collected or a meter read was obtained from each machine until the end of the reporting period, based on each machine’s historical experience. We report self-service refill water revenue based on the amount charged to the end consumer when we have earned revenue (as a principal) from the sale, which is based on our latitude in establishing the sales price to the end consumer, our control over the product and its specifications and other considerations. When, based on the terms of our arrangements with certain retailers, we do not Revenue is recognized for the sale of our water dispenser products when control is transferred to our retail customers. We have no In addition, we offer certain incentives such as coupons and rebates that are netted against and reduce net sales in the consolidated statements of operations. With the purchase of certain of our water dispensers, we include a coupon for a free multi-gallon bottle of purified water. No Sales of Products We earn revenue from contracts with customers, primarily through the sale of our purified, multi-gallon bottled water, self-service filtered drinking water, or through the sale of water dispensers. All revenue recognized in the current period is derived from contracts with customers. We account for these revenues under Accounting Standards Update (“ASU”) 2014 09, Revenue from Contracts with Customers 606 January 1, 2018, no In certain arrangements, depending on the nature and scope of the contract, our customer may may may Our performance obligations vary by business segment. Our performance obligations may may Our arrangements may We have no may Typically, the transaction price of our products is fixed as agreed upon in our contracts with customers. Our arrangements may may one not Our sales arrangements may not We recognize revenue on the products we sell at a point in time. The delivery of purified water and sale of the related bottle are completed via a point-of-sale transaction at which time the customer obtains control and remits payment for the product. The shipment of a water dispenser to our customer reflects the transfer of control. We may may 30 not no Multiple Performance Obligations Our sales arrangements may Presentation of Revenue Our arrangements may not Disaggregation of Revenue The tables below present our consolidated net sales by geographic area. Year ended December 31, 2018 Refill Exchange Dispensers Total Geographical area United States $ 169,705 $ 74,810 $ 45,020 $ 289,535 Canada 5,291 3,262 4,024 12,577 $ 174,996 $ 78,072 $ 49,044 $ 302,112 Year ended December 31, 2017 Refill Exchange Dispensers Total Geographical area United States $ 168,361 $ 68,990 $ 40,436 $ 277,787 Canada 4,880 3,111 296 8,287 $ 173,241 $ 72,101 $ 40,732 $ 286,074 Year ended December 31, 2016 Refill Exchange Dispensers Total Geographical area United States $ 30,045 $ 66,056 $ 39,627 $ 135,728 Canada 3,685 2,794 334 6,813 $ 33,730 $ 68,850 $ 39,961 $ 142,541 Cash All highly liquid investments with an original maturity of three no December 31, 2018 2017. Accounts Receivable Net of Allowances All trade accounts receivable are due from customers located within the United States and Canada. Trade accounts receivable represent amounts billed to customers and not $1,755 $1,509 December 31, 2018 December 31, 2017, $663, $352 $640 December 31, 2018, 2017 2016, $192, $165 $105 December 31, 2018, 2017 2016, $900, $992 $1,007 December 31, 2018, 2017 2016, not Beginning Balance Amounts Charged to Expense or Revenue Deductions Ending Balance Allowance for sales discounts, rebates and promotions Year Ended December 31, 2018 $ 352 6,121 (5,810 ) $ 663 Year Ended December 31, 2017 $ 640 5,195 (5,483 ) $ 352 Year Ended December 31, 2016 $ 586 4,558 (4,504 ) $ 640 Allowance for doubtful accounts Year Ended December 31, 2018 $ 165 676 (649 ) $ 192 Year Ended December 31, 2017 $ 105 198 (138 ) $ 165 Year Ended December 31, 2016 $ 101 18 (14 ) $ 105 Allowance for returns Year Ended December 31, 2018 $ 992 3,494 (3,586 ) $ 900 Year Ended December 31, 2017 $ 1,007 2,221 (2,236 ) $ 992 Year Ended December 31, 2016 $ 996 2,367 (2,356 ) $ 1,007 Inventories Our water dispenser inventories consist primarily of finished goods and are valued at the lower of cost or net realizable value, with cost determined using the first first Prepaid expenses and other current assets During part of 2018, “June 2018 July 2018, June 2018 fourth 2018. July 6, 2018, June 2018 December 31, 2018, $2,318 June 2018 Investments We determine the appropriate classification of investments at the time of purchase based on our intent and such designation is evaluated as of each balance sheet date. Investments in Trust Preferred Securities issued by Glacier Water Trust I (the “Trust”), as described below under Junior Subordinated Debentures and Glacier Water Trust I 8 June 29, 2018. $3,881 December 31, 2017. 100% 8 June 2018, December 31, 2017, $2,629. Bottles Bottles consist of three five fifteen $644 six 2017 Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Internal and external costs incurred to acquire and create internal use software are capitalized and amortized over the useful life of the software. Depreciation and amortization is generally calculated using straight-line methods over estimated useful lives that range from one fifteen We incur maintenance costs on our major equipment. Maintenance, repair and minor refurbishment costs are charged to expense as incurred, while additions, renewals, and improvements that extend the useful lives are capitalized. Customer Bottle Deposits In our Canadian Exchange business, at the majority of our retailers, we collect a refundable deposit on each customer’s initial purchase of our water. If a customer decides to exit our program, the deposit is refunded. At December 31, 2018 2017, $828 $880, not $223, $182 $190 2018, 2017 2016, Junior Subordinated Debentures and Glacier Water Trust I In connection with the Acquisition as described in Note 3 $89,529 9 1/16% 2028 June 29, 2018, 8 $87,938, $309, $88,579 December 31, 2017, not not not not June 29, 2018. Warrant Liability We account for stock warrants as either equity instruments or derivative liabilities depending on specific terms of the warrant agreement. Stock warrants are accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging, not no On March 13, 2017, No. 1 9 no may March 13, 2017, no Business Combinations We account for acquisitions using the acquisition method of accounting, which requires that all identifiable assets acquired and liabilities assumed be recorded at their estimated fair values. The excess of the fair value of purchase consideration over the fair values of identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. Critical estimates in valuing certain intangible assets include but are not may may Contingent Consideration Consideration paid in a business combination may $1,464 December 31, 2017. $1,438 December 31, 2018 2 Goodwill and Intangible Assets We classify intangible assets into three 1 2 not 3 Intangible assets that are deemed to have indefinite lives, including goodwill, are reviewed for impairment annually, as of the first fourth Goodwill is tested for impairment annually on October 1, may first not two first second Long-Lived Assets We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not not Stock-Based Compensation We estimate the grant date fair value of equity awards and amortize this value over the performance or service period. We measured the fair value of stock options using a Black-Scholes option pricing model which incorporates multiple complex and subjective inputs and assumptions (see Note 10 11.3% 2018 Concentrations of Risk Our principal financial instruments subject to potential concentration of credit risk are cash, trade receivables and accounts payable. We invest our funds in highly rated institutions and believe the financial risk associated with cash in excess of federally insured amounts is minimal. At December 31, 2018 2017, $6,710 $5,114, We perform ongoing credit evaluations of our customers’ financial condition and maintain allowances for doubtful accounts that we believe are sufficient to provide for losses that may three 33%, 9%, 8% 2018, 29%, 10%, 10% 2017 39%, 19%, 16% 2016. We had three 49%, 12% 7% December 31, 2018 three 39%, 11% 11% December 31, 2017. Basic and Diluted Earnings (Loss) Per Share Earnings (loss) per share has been computed using the weighted average number of shares of common stock outstanding during each period. Diluted amounts per share include the dilutive impact, if any, of our outstanding potential common shares, such as stock options, restricted stock units and warrants. Potential common shares that are anti-dilutive are excluded from the calculation of diluted net loss per common share. Income Taxes We account for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent that utilization is not not. As required by U.S. GAAP, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not not 50 Cumulative Translation Adjustment and Foreign Currency Transactions The local currency of our operations in Canada is considered to be the functional currency. Assets and liabilities of the Canada subsidiaries are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations are translated using the average exchange rate prevailing throughout the period. The effects of unrealized exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are presented as foreign currency translation adjustments, net included in other comprehensive income (loss) in the consolidated statements of comprehensive income (loss). With the exception of transaction gains and losses on certain intercompany balances which we have determined are of a long-term investment nature, realized gains and losses on foreign currency transactions are included in the consolidated statements of operations. At December 31, 2018 2017, $1,582 $842, Special Items We have incurred expenses or realized gains that either we do not Years ended December 31, 2018 2017 2016 Acquisition-related costs (1) $ 623 $ 4,298 $ 3,935 DS Services Strategic alliance agreement costs (2) – 4,966 786 Omnifrio settlement (3) – (1,170 ) – Other costs (4) 139 (234 ) 32 Total $ 762 $ 7,860 $ 4,753 ( 1 Acquisition-related costs that represent transaction expenses associated with the acquisition of Glacier, including fees payable to financial, legal, accounting and other advisor. ( 2 Non-recurring costs that represent expenses associated with the strategic alliance agreement (the “DS Services Agreement”) with DS Services of America, Inc. (“DS Services”), including transition payments and legal expenses associated with litigation and arbitration proceedings against certain former regional operators (see Note 11 ( 3 For the year ended December 31, 2017, 11 ( 4 Non-recurring costs that represent various other income and expenses associated with restructuring and other costs which had not two not two Recent Accounting Pronouncements In August 2018, 2018 15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 40 December 15, 2019, In August 2018, 2018 13, Fair Value Measurement (Topic 820 December 15, 2019 In June 2018, 2018 07, Compensation - Stock Compensation (Topic 718 December 15, 2018, no 606. not In January 2017, 2017 04, Intangibles – Goodwill and Other (Topic 350 ): Simplifying the Test for Goodwill Impairment two zero December 15, 2019; not In January 2017, 2017 01, Business Combinations (Topic 805 ): Clarifying the Definition of a Business not not January 1, 2018 no In February 2016, 2016 02, 842 2017 13, 2018 10 2018 11 842 1 2 December 15, 2018, first 2019 not not In May 2014, 2014 09, Revenue from Contracts with Customers 606 five March, April, May December 2016, December 15, 2017, 606 605. January 1, 2018, no 1 |
Note 2 - Impairment Charges and
Note 2 - Impairment Charges and Other | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Asset Impairment Charges [Text Block] | 2. Impairment Charges and Other The components of impairment charges and other are as follows: Years ended December 31, 2018 2017 2016 Impairment of Glacier trade name intangible $ 60,750 $ – $ – Impairment of property and equipment 2,405 – – Impairment of Ice assets held-for-sale 4,586 – – Loss (gain) on disposal of property and equipment and other 656 (99 ) 749 Total $ 68,397 $ (99 ) $ 749 During the third 2018, December 2016, $62,900 December 31, 2018, $60,750 Glacier Trade Name Intangible Balance at December 31, 2017 $ 62,900 Impairment charge (60,750 ) Balance at December 31, 2018 $ 2,150 In addition, as a result of the Re-branding Strategy, during the year ended December 31, 2018, $2,405 not During the third 2018, No. 360, Property, Plant, and Equipment. December 31, 2018, $4,586. December 31, 2018 December 31, 2018 Property and equipment, net $ 4,688 Identifiable intangible assets 600 Assets held-for-sale at fair value $ 5,288 Contingent consideration $ 1,438 Liabilities held-for-sale at fair value $ 1,438 Ice Assets, net $ 3,850 The estimated fair value of the assets held-for-sale does not We recorded losses and gains on disposal of property and equipment and other resulting in a loss of $656 2018, $99 2017 $749 2016, |
Note 3 - Glacier Acquisition
Note 3 - Glacier Acquisition | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 3. Glacier Acquisition On December 12, 2016, 20,000 Aggregate consideration in connection with the Acquisition was $200,220, $196,000 8 We have recorded the assets purchased and liabilities assumed at their estimated fair value in accordance with FASB ASC Topic 805: Business Combinations $91,822, 19 8 2 $623, $4,298 $3,935 December 31, 2018, 2017 2016, A summary of the consideration paid is as follows: Aggregate consideration: Cash consideration $ 49,397 Common stock issued 36,767 Warrants issued 8,420 Extinguishment of debt 64,658 Noncontrolling interest retired 40,978 Purchase price $ 200,220 The estimated fair values are subject to refinement during the measurement period, as additional information regarding closing date fair value becomes available. During the measurement period, the causes of any changes in cash flow estimates are considered to determine whether the change results from circumstances that existed at the acquisition date or if the change results from an event that occurred after the date of acquisition. During the year ended December 31, 2017, Purchase Price Allocation Measurement Period Adjustment Recast Purchase Price Allocation Cash acquired $ 4,294 $ – $ 4,294 Property and equipment 65,605 862 66,467 Identifiable intangible assets 142,330 (60 ) 142,270 Investments and other assets 11,765 (319 ) 11,446 Goodwill 91,822 888 92,710 Deferred tax liability (13,607 ) 2,454 (11,153 ) Net liabilities assumed (101,989 ) (3,825 ) (105,814 ) Aggregate purchase price $ 200,220 $ – $ 200,220 Glacier contributed net sales and a net loss of $6,602 $327, December 31, 2016, December 12, 2017. Unaudited pro forma results of operations are presented below for the year ended December 31, 2016, January 1, 2015. not 2015 not Pro Forma Year Ended December 31, 2016 Net sales $ 272,923 Pro forma net loss $ (15,007 ) Basic and diluted loss per common share: Net loss attributable to common shareholders $ (0.53 ) |
Note 4 - Goodwill and Intangibl
Note 4 - Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 4. Goodwill and Intangible Assets The change in the carrying amount of goodwill is summarized as follows: Balance at December 31, 2016 $ 91,709 Measurement period adjustments 888 Effect of foreign currency translation 337 Balance at December 31, 2017 $ 92,934 Allocation to Ice Assets (800 ) Additions 102 Effect of foreign currency translation and other (422 ) Balance at December 31, 2018 $ 91,814 During the year ended December 31, 2018, $800 2 During the year end December 31, 2018, $60,750 $2,150 2 December 31, 2018, $600 one 2 Information regarding intangible assets is summarized as follows: December 31, 2018 Gross Carrying Amount Accumulated Amortization Impairment Allocation to Assets held-for-sale Net Intangible Assets Weighted Average Life (Years) Amortized intangible assets: Customer relationships $ 94,272 $ (18,108 ) $ – $ (600 ) $ 75,564 18.0 Patent costs 1,256 (1,216 ) – – 40 15.0 Developed technology 831 (214 ) – – 617 8.0 Trademarks 404 (104 ) – – 300 15.0 Glacier trade name 62,900 – (60,750 ) – 2,150 2.0 Total $ 159,663 $ (19,642 ) $ (60,750 ) $ (600 ) $ 78,671 December 31, 2017 Gross Carrying Amount Accumulated Amortization Impairment Allocation to Assets held-for-sale Net Intangible Assets Weighted Average Life (Years) Amortized intangible assets: Customer relationships $ 93,917 $ (13,282 ) $ – $ – $ 80,635 18.0 Patent costs 1,248 (1,217 ) – – 31 3.0 Developed technology 830 (98 ) – – 732 8.0 Trademarks 326 (69 ) – – 257 15.0 96,321 (14,666 ) – – 81,655 Unamortized intangible assets: Glacier trade name 62,900 – – – 62,900 Total $ 159,221 $ (14,666 ) $ – $ – $ 144,555 15.0 Amortization expense for intangible assets was $5,127, $5,095 $1,066 2018, 2017 2016, 2019 $ 6,195 2020 6,195 2021 5,120 2022 5,109 2023 5,093 Thereafter 50,959 $ 78,671 |
Note 5 - Bottles
Note 5 - Bottles | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Bottles [Text Block] | 5. Bottles Bottles are summarized as follows at December 31: 2018 2017 Cost $ 5,533 $ 5,109 Less accumulated depreciation (915 ) (232 ) $ 4,618 $ 4,877 Depreciation expense for bottles was $3,634, $2,885 $2,200 2018, 2017 2016, |
Note 6 - Property and Equipment
Note 6 - Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Property and Equipment Property and equipment is summarized as follows at December 31: 2018 2017 Land $ 71 $ 78 Buildings 674 732 Machinery and equipment 9,701 9,454 Vending equipment 93,104 94,506 Racks and display panels 41,512 41,147 Software and computer equipment 5,460 4,592 Vehicles under capital leases 6,954 6,395 Other 736 243 158,212 157,147 Less accumulated depreciation and amortization (62,585 ) (56,455 ) $ 95,627 $ 100,692 Depreciation expense for property and equipment was $15,801, $18,718 $7,260 2018, 2017 2016, |
Note 7 - Accrued Expenses and O
Note 7 - Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are summarized as follows at December 31: 2018 2017 Accrued distributor, service provider and commission payments $ 2,629 $ 1,946 Accrued payroll and related items 2,406 3,749 Customer bottle deposits 828 880 Property tax liability 522 511 Coupons and promotions 405 242 Accrued sales allowances 386 164 Accrued professional expenses 290 97 Accrued sales tax payable 206 366 Accrued interest 101 697 Other 501 1,226 $ 8,274 $ 9,878 |
Note 8 - Debt and Capital Lease
Note 8 - Debt and Capital Leases, Net of Debt Issuance Costs | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Debt and Capital Leases Disclosures [Text Block] | 8. Debt and Capital Leases , net of Debt Issuance Costs Debt and capital leases, net of debt issuance costs are summarized as follows at December 31: December 31, 2018 2017 Revolving Credit Facility $ 3,000 $ – Term loans 185,250 184,140 Debt issuance costs (1,265 ) (3,011 ) Total Credit Facilities 186,985 181,129 Junior Subordinated Debentures – 88,579 Capital leases 3,140 3,558 190,125 273,266 Less current portion (11,159 ) (3,473 ) Long-term debt and capital leases, net of current portion and debt issuance costs $ 178,966 $ 269,793 SunTrust Credit Facility On June 22, 2018, $190,000 $30,000 June 22, 2023. 5% $9,500, first Interest on outstanding borrowings under the SunTrust Credit Facility is calculated at our option at either ( 1 0.5%, 1.0% 2 1 2 2.50% 2.25% December 31, 2018 1.50% 1.25% December 31, 2018 0.30% 0.15% 0.30% $1,667, December 31, 2018, $3,000 $27,000 The SunTrust Credit Facility contains a number of affirmative and negative covenants that use consolidated adjusted EBITDA (“Adjusted EBITDA”). Adjusted EBITDA is a non-U.S. GAAP financial measure that is calculated as net income (loss) before depreciation and amortization; interest expense, net; income tax benefit; change in fair value of warrant liability; non-cash stock-based compensation expense; special items; and impairment charges and other. The primary operational covenants included in the SunTrust Credit Facility are as follows: (i) a minimum consolidated fixed charge coverage ratio of 1.10:1.00 June 30, 2018 4.50:1.00 June 30, 2018 4.25:1.00 June 30, 2019 June 30, 2020, 4.00:1.00 June 30, 2020. December 31, 2018, 1.34:1.00 3.46:1.00. The proceeds of entering into the SunTrust Credit Facility, together with the $70,791 Goldman Credit Facility On December 12, 2016, $186,000 $10,000 second 2018. second 2018, $2,960 $3,904 Junior Subordinated Debentures In connection with the Acquisition, we assumed $89,529 June 29, 2018, $87,938, $309, $475 December 31, 2018 In connection with the redemption of the Subordinated Debentures described above, the Trust issued a revocable notice of redemption of all outstanding capital securities of the Trust, and all outstanding capital securities of the Trust were redeemed on June 29, 2018. $6,277 $161 December 31, 2018. Subsequent to the redemption of the Subordinated Debentures and the redemption of all outstanding capital securities of the Trust, the Trust and all related agreements were terminated and effectively dissolved effective June 29, 2018. Capital Leases We periodically enter into capital leases for service vehicles for field operations and had 248 December 31, 2018. The aggregate future maturities of debt and capital leases as of December 31, 2018 Capital leases SunTrust Credit Facility Total 2019 $ 1,991 $ 9,500 $ 11,491 2020 949 9,500 10,449 2021 788 9,500 10,288 2022 248 9,500 9,748 2023 – 150,250 150,250 Thereafter – – – $ 3,976 $ 188,250 $ 192,226 Less: amounts representing estimated executory and debt issuance costs (504 ) (1,265 ) (1,769 ) Less: amounts representing interest (332 ) – (332 ) $ 3,140 $ 186,985 $ 190,125 |
Note 9 - Stockholders' Equity
Note 9 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 9. Stockholders’ Equity Common Stock Warrants As part of the DS Services Agreement, on January 1, 2014, 475 $3.04 January 1, 2021. third 2018 404 475 A prior credit facility was accompanied by detachable warrants to purchase 1,731 131 five $2.30 April 30, 2020. $1.20 November 6, 2012. No five 2014 2015. 2018, 25 28 December 31, 2018, 46 On December 12, 2016, 2,000 33% June 10, 2017, 33% September 8, 2017 34% December 12, 2017. $11.88 December 12, 2021. $8,420 December 31, 2016 $8,180. December 31, 2016 $240 On March 13, 2017, No. 1 no may March 13, 2017, no January 1, 2017 March 13, 2017 $3,220 December 31, 2017. The estimated fair value of these warrants was determined using Level 3 March 13, 2017 December 31, 2016 December 12, 2016 Expected life in years 4.75 4.95 5.0 Risk-free interest rate 2.08% 1.92% 1.90% Expected volatility 33.0% 33.0% 33.0% Dividend yield 0.0% 0.0% 0.0% The risk free interest rate was based on the U.S. Treasury rate for the expected remaining life of common stock warrants. Our expected volatility was based on the average long-term historical volatilities of peer companies. We consistently used a similar group of publicly traded peer companies to determine expected volatility in the future until sufficient information regarding volatility of our share price becomes available or certain of the selected companies are no not During the year ended December 31, 2018, 1,145 123 380 December 31, 2018, 598 A summary of common stock warrant activity for the years ended December 31, 2018 2017 Warrants Weighted Average Exercise Price Weighted Average Remaining Life (Years) Warrants outstanding, December 31, 2016 861 $ 5.08 3.46 Exercised (68 ) $ 3.26 Forfeited (61 ) $ 9.07 Reclass Glacier warrant from a liability to equity 2,000 $ 11.88 Warrants outstanding, December 31, 2017 2,732 $ 10.03 3.57 Exercised (1,957 ) $ 9.57 Forfeited (54 ) $ 13.04 Warrants outstanding, December 31, 2018 721 $ 11.03 2.65 |
Note 10 - Stock-based Compensat
Note 10 - Stock-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 10. Stock-Based Compensation Overview Our Board of Directors approved the Primo Water Corporation 2004 “2004 not 2004 Our stockholders have approved the Amended and Restated 2010 “2010 2004 2010 2010 2004 2010 6,650 2010 As of December 31, 2018, 3,374 2010 Years Ended December 31, 2018 2017 2016 Stock options $ 453 $ 631 $ 638 Restricted stock 2,319 2,799 757 Value Creation Plan – 1,482 6,503 Long-term incentive plan 807 683 – Employee Stock Purchase Plan 104 166 77 $ 3,683 $ 5,761 $ 7,975 Stock Options under the Plans Stock options are granted with an exercise price equal to 100% Years Ended December 31, 2018 2017 2016 Expected life of options in years 6.0 6.0 6.0 - 6.3 Risk-free interest rate 2.7 % 2.1 % 1.3% - 2.2% Expected volatility 38.0 % 34.0 % 37.0% - 44.0% Dividend yield 0.0 % 0.0 % 0.0% The risk free interest rate is based on the U.S. Treasury rate for the expected life at the time of grant. In 2018, 2017 2016, not not A summary of stock option activity for the year ended December 31, 2018, Options Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Options outstanding, December 31, 2017 1,591 $ 5.27 Granted 20 11.95 Exercised (381 ) 4.12 $ 3,860 Forfeited (81 ) 14.15 Options outstanding, December 31, 2018 1,149 5.14 5.1 $ 10,192 Options vested and expected to vest, December 31, 2018 1,134 $ 5.05 5.0 $ 10,157 Options exercisable, December 31, 2018 1,017 $ 4.29 4.7 $ 9,885 The weighted-average fair value per share of the options granted during 2018, 2017 2016 $4.91, $5.16 $5.05, 2018, 2017 2016 $3,860, $2,409 $1,334, As of December 31, 2018, $500 1.9 2018, 2017 2016 $1,570, $1,013 $425, Restricted Stock under the Plans A summary of restricted stock activity for the year ended December 31, 2018 The fair value of restricted stock awards is estimated based on the closing price of our stock on the date of grant, and, for the purposes of expense recognition, the total new number of shares expected to vest is adjusted for estimated forfeitures. As of December 31, 2018, $2,826 2.4 Long-Term Performance Plan On February 28, 2017, On March 20, 2017, January 1, 2017 December 31, 2019 ( “March 2017 March 2017 2017 2019. third 2018, March 2017 not December 31, 2018. On March 9, 2018, January 1, 2018 December 31, 2020 ( “March 2018 March 2018 2018 2020. Employee Stock Purchase Plan Our stockholders have approved the 2010 six 85% first six may not 15% $25, December 31, 2018 2017, 24 22 $10.68 $10.44 December 31, 2018, 143 Value Creation Plan (Superseded) On May 7, 2012, May 14, 2013 March 3, 2016. December 22, 2016, December 31, 2016, third three $15,000, $24,000 $28,000 2014 2019. The award pool for the second $24,000 17.5% March 11, 2016 March 20, 2017, third 2016. March 20, 2017, 1,370 $24,000 not As equity-classified awards, we determined the total compensation expense for awards under the VCP on their grant date based on the fair value method using the Black-Scholes option pricing model. The key assumptions used in the Black-Scholes model for the VCP were as follows: $24,000 Adjusted EBITDA Target Award Total fair value $7,730 Assumptions: March 11, 2016 closing stock price $9.39 Fair value measurement date stock price $9.39 Expected life of awards in years 1.7 Risk-free interest rate 0.7% Expected volatility 37.5% Dividend yield 0.0% Assumptions related to risk-free interest rate, expected volatility and dividend yield with respect to the VCP are developed using an approach consistent with that described above for stock options issued under the Plans. The expected life of awards under the VCP is determined based on the period of time between their grant date and the expected date of the first first During the fourth December 31, 2016, $24,000 2016 $6,248 December 31, 2016. first 2017, $1,482 $24,000 |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 11. Commitments and Contingencies Operating Leases We lease office space, warehouse space and vehicles under various lease arrangements. Total rental expense was $3,315, $3,399 $1,574 2018, 2017 2016, December 31, 2018, 2019 $ 1,545 2020 962 2021 379 2022 285 2023 66 Thereafter – Total $ 3,237 Omnifrio Single-Serve Beverage Business We previously accrued deferred purchase price payments totaling $1,901 December 31, 2016 April 11, 2011 March 31, 2017, $710 April 2011 $1,191, December 31, 2017. Prism Arbitration On August 5, 2014, $1,000 December 19, 2014 On July 24, 2017, $825 fourth 2017. $825, December 31, 2017. Texas Regional Operator Litigation/Arbitration On August 8, 2014, April 10, 2015, December 31, 2015, no We entered into a settlement and mutual release agreement with Artesia Springs, LLC and HOD Enterprises, L.P. on April 5, 2017, April, July September 2017 $3,783. $3,701, December 31, 2017. $82 December 31, 2017. Sales Tax We routinely purchase equipment for use in operations from various vendors. These purchases are subject to sales tax depending on the equipment type and local sales tax regulations; however, we believe certain vendors have not not Other Contingencies From time to time, we are involved in various claims and legal actions that arise in the normal course of business. Management believes that the outcome of such claims and legal actions will not |
Note 12 - Income Taxes
Note 12 - Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 12. Income Taxes On December 22, 2017, “2017 2017 2017. 2017 35% 21%. 2017 2018. 740 2017 118, not one 2017 2018, no Although we have incurred operating losses since inception, we recorded income tax benefits in 2018 $8,907 2 2017, $3,149, 35% 21%. Years Ended December 31, 2018 2017 Current: Federal $ (452 ) $ – State – – Foreign – – (452 ) – Deferred: Federal (6,379 ) (3,313 ) State (2,076 ) 164 Foreign – – (8,455 ) (3,149 ) Income tax benefit $ (8,907 ) $ (3,149 ) A reconciliation of the statutory U.S. federal tax rate and effective tax rates is as follows: Years Ended December 31, 2018 2017 2016 Federal statutory taxes 21.0 % 34.0 % 34.0 % State income taxes, net of federal tax benefit 4.0 % 7.3 % 1.3 % Foreign taxes less than the domestic rate 0.0 % (1.0 %) (0.2 %) Permanent differences (2.9 %) 32.3 % (0.5 %) Stock compensation benefits 8.8 % 15.3 % 0.0 % Nondeductible acquisition costs 0.0 % 0.0 % (20.0 %) Change in valuation allowance (15.3 %) (109.7 %) (14.8 %) Changes in rates and other true-ups (1.7 %) 55.0 % 0.3 % Other 0.1 % (0.1 %) (0.1 %) 14.0 % 33.1 % 0.0 % Deferred income taxes are recorded based upon differences between the financial reporting and income tax basis of assets and liabilities. The following deferred income taxes are recorded at December 31: 2018 2017 Deferred tax assets: Federal net operating loss carryforward $ 53,484 $ 52,142 State loss carryforward 8,047 8,245 Goodwill 10,159 11,394 Interest expense carryforward 3,095 – Stock-based compensation 2,629 4,053 Allowance for doubtful accounts 425 368 Accrued expenses 117 14 Inventory 34 23 Other 1,642 2,497 Total gross deferred tax assets 79,632 78,736 Deferred tax liabilities: Fixed assets (7,374 ) (8,972 ) Intangible assets (1,521 ) (16,832 ) Total gross deferred tax liabilities (8,895 ) (25,804 ) Valuation allowance (70,737 ) (61,387 ) Total deferred liability, net $ – $ (8,455 ) In assessing the realizability of deferred tax assets, management considers whether it is more likely than not $70,737 $61,387 December 31, 2018 2017, $9,350 2018 $17,407 2017 2017 We have approximately $254,686 2019 2038, $12,480 2027 2037 $169,764 2019 2038. 382 382 We have no no 12 |
Note 13 - Fair Value Measuremen
Note 13 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 13. Fair Value Measurements Fair value rules currently apply to all financial assets and liabilities and for certain nonfinancial assets and liabilities that are required to be recognized or disclosed at fair value. For this purpose, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. U.S. GAAP establishes a three • Level 1 • Level 2 • Level 3 no At December 31, 2018 2017, December 31, 2018 Fair Value Level 1 Level 2 Level 3 Assets: Assets held-for-sale at fair value $ 5,288 $ – $ – $ 5,288 Total assets $ 5,288 $ – $ – $ 5,288 Liabilities: Liabilities held-for-sale at fair value $ 1,438 $ – $ – $ 1,438 Total liabilities $ 1,438 $ – $ – $ 1,438 December 31, 2017 Fair Value Level 1 Level 2 Level 3 Assets: Investment in Glacier securities $ 3,881 $ – $ 3,881 $ – Total assets $ 3,881 $ – $ 3,881 $ – Liabilities: Contingent consideration 1,464 – – 1,464 Total liabilities $ 1,464 $ – $ – $ 1,464 The carrying amounts of cash and cash equivalents, accounts receivable, net, accounts payable, and accrued expenses and other current liabilities, approximate their fair values due to their short maturities. Other long-term liabilities on our consolidated balance sheets are presented at their carrying value, which approximates their fair value. Based on borrowing rates currently available to us for loans with similar terms and the variable interest rate for borrowings under our SunTrust Credit Facility, the carrying value of debt and capital leases approximates fair value. The following table provides a rollforward of the Company’s Level 3 Assets Held-For-Sale Contingent Consideration Liabilities Held-For-Sale Balance at December 31, 2017 $ – $ 1,464 $ – Change in fair value – (26 ) – Reclassification to assets held-for-sale at fair value 9,874 – – Reclassification to liabilities held-for-sale at fair value – (1,438 ) 1,438 Impairment of assets held-for-sale (4,586 ) – – Balance at December 31, 2018 $ 5,288 $ – $ 1,438 During the third 2018, one 2 third 2018, $4,586 $3,786 $800 The following table presents the nonrecurring fair value measurements recorded during the year ended December 31, 2018. no December 31, 2017 2016. Year Ended December 31, 2018 Level 1 Level 2 Level 3 Impairment Charge Glacier trade name $ – $ – $ 2,150 $ 60,750 Property and equipment $ – $ – $ 529 $ 2,405 During the year ended December 31, 2018, $60,750 $2,150 2 In addition, as a result of the Re-branding Strategy, during the year ended December 31, 2018, $2,934 $529, $2,405 2 The impairment charges discussed above are recorded in impairment charges and other on the consolidated statements of operations. |
Note 14 - Earnings (Loss) Per S
Note 14 - Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 14. Earnings (Loss) Per Share The following table sets forth the calculations of basic and diluted (loss) earnings per share: Years ended December 31, 2018 2017 2016 Basic: Loss from continuing operations $ (54,847 ) $ (6,359 ) $ (5,898 ) Loss from discontinued operations – – (48 ) Net loss $ (54,847 ) $ (6,359 ) $ (5,946 ) Weighted average shares 37,418 33,258 28,456 Basic loss per share from continuing operations $ (1.47 ) $ (0.19 ) $ (0.21 ) Basic loss per share from discontinued operations – – – Basic loss per share $ (1.47 ) $ (0.19 ) $ (0.21 ) Diluted: Loss from continuing operations $ (54,847 ) $ (6,359 ) $ (5,898 ) Loss from discontinued operations – – (48 ) Net loss $ (54,847 ) $ (6,359 ) $ (5,946 ) Weighted average shares 37,418 33,258 28,456 Potential shares arising from stock options, restricted stock and warrants – – – Weighted average shares - diluted 37,418 33,258 28,456 Diluted loss per share from continuing operations $ (1.47 ) $ (0.19 ) $ (0.21 ) Diluted loss per share from discontinued operations – – – Diluted loss per share $ (1.47 ) $ (0.19 ) $ (0.21 ) For the years ended December 31, 2018, 2017 2016, 3,335, 4,365 3,070 |
Note 15 - Segments
Note 15 - Segments | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 15. Segments We have three (“Dispensers Our Refill segment sales consists of the sale of filtered drinking water dispensed directly to consumers through technologically advanced, self-service machines located at major retailers throughout the United States and Canada. Our Exchange segment sales consist of the sale of multi-gallon purified bottled water offered through retailers in the United States and Canada. Our Exchange products are offered through point of purchase display racks and recycling centers that are prominently located at major retailers in space that is often underutilized. Our Dispensers segment sells water dispensers that are designed to dispense Primo and other dispenser-compatible bottled water. Our Dispensers sales are primarily generated through major retailers in the United States and Canada, where we recognize revenues for the sale of the water dispensers when the customer obtains control. We support retail sell-through with domestic inventory. We evaluate the financial results of these segments focusing primarily on segment net sales and segment (loss) income from operations before depreciation and amortization (“segment (loss) income from operations”). We utilize segment net sales and segment (loss) income from operations because we believe they provide useful information for effectively allocating our resources between business segments, evaluating the health of our business segments based on metrics that management can actively influence and gauging our investments and our ability to service, incur or pay down debt. Cost of sales for Refill consists primarily of costs associated with routine maintenance of reverse osmosis water filtration systems and filtered water displays, costs of our field service operations and commissions paid to retailers associated with revenues earned. Cost of sales for Exchange consists primarily of costs for bottling, distribution and bottles. Cost of sales for Dispensers consists primarily of contract manufacturing, freight and duties. Selling, general and administrative expenses for Refill, Exchange, and Dispensers consist primarily of personnel costs for operations support as well as other supporting costs for operating each segment. Expenses not The following table presents segment information for each of the last three Years ended December 31, 2018 2017 2016 Segment net sales Refill $ 174,996 $ 173,241 $ 33,730 Exchange 78,072 72,101 68,850 Dispensers 49,044 40,732 39,961 $ 302,112 $ 286,074 $ 142,541 Segment (loss) income from operations Refill $ 51,135 $ 47,146 $ 14,596 Exchange 22,663 21,434 20,506 Dispensers 3,710 3,469 3,097 Corporate (26,124 ) (23,554 ) (22,271 ) Special items (762 ) (7,860 ) (4,753 ) Depreciation and amortization (24,562 ) (26,698 ) (10,541 ) Impairment charges and other (68,397 ) 99 (749 ) $ (42,337 ) $ 14,036 $ (115 ) Depreciation and amortization expense: Refill $ 16,912 $ 20,229 $ 5,160 Exchange 6,821 5,731 4,851 Dispensers 188 186 157 Corporate 641 552 373 $ 24,562 $ 26,698 $ 10,541 Capital expenditures: Refill $ 13,331 $ 11,765 $ 5,884 Exchange 8,692 8,009 5,936 Dispensers 94 158 146 Corporate 1,381 668 554 $ 23,498 $ 20,600 $ 12,520 At December 31, Identifiable assets: 2018 2017 Refill $ 268,427 $ 343,513 Exchange 24,444 23,296 Dispensers 20,523 12,486 Corporate 6,734 4,458 $ 320,128 $ 383,753 For the years ended December 31, 2018, 2017 2016, 97.2%, 97.2%, 95.5%, 2.8%, 2.8% 4.5%, December 31, 2018 2017, 96.8% 96.3%, 3.2% 3.7%, As of December 31, 2018 2017, $91,814 $92,934, December 31, 2018, $67,741 2 |
Note 16 - Supplemental Cash Flo
Note 16 - Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | 16. Supplemental Cash Flow Information Years ended December 31, 2018 2017 2016 Cash paid for interest $ 19,398 $ 20,064 $ 5,317 Noncash investing and financing activities: Assets acquired under capital leases $ 1,290 $ 1,314 $ 523 Accrued capital expenditures $ 945 $ 425 $ 415 Warrants issued in connection with Glacier acquisition $ – $ – $ 8,420 Common stock issued in connection with Glacier acquisition $ – $ – $ 36,767 |
Note 17 - Employee Retirement S
Note 17 - Employee Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 17. Employee Retirement Savings Plan We sponsor a defined contribution plan that covers substantially all full-time employees who are at least 18 one may 100% 25% four 1,000 50% 6% 50% $510, $600 $208 2018, 2017 2016, |
Note 18 - Selected Quarterly Fi
Note 18 - Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Quarterly Financial Information [Text Block] | 18. Selected Quarterly Financial Information (Unaudited) The following table presents the quarterly operating results for 2018 2017: Quarter ended March 31, June 30, September 30, December 31, 2018: Net sales $ 73,659 $ 75,802 $ 81,770 $ 70,881 Total operating costs and expenses 68,888 68,964 139,954 66,643 Income (loss) from operations 4,771 6,838 (58,184 ) 4,238 Net income (loss) $ 1,210 $ 451 $ (58,238 ) $ 1,730 Basic earnings (loss) per common share: Income (loss) from continuing operations $ 0.04 $ 0.01 $ (1.45 ) $ 0.04 Loss from discontinued operations – – – – Net income (loss) $ 0.04 $ 0.01 $ (1.45 ) $ 0.04 Diluted earnings (loss) per common share: Income (loss) from continuing operations $ 0.04 $ 0.01 $ (1.45 ) $ 0.04 Loss from discontinued operations – – – – Net income (loss) $ 0.04 $ 0.01 $ (1.45 ) $ 0.04 Quarter ended March 31, June 30, September 30, December 31, 2017: Net sales $ 60,737 $ 74,817 $ 82,207 $ 68,312 Total operating costs and expenses 64,191 72,084 71,656 64,106 (Loss) income from operations (3,454 ) 2,733 10,551 4,206 Net (loss) income $ (11,862 ) $ (2,475 ) $ 4,947 $ 3,031 Basic (loss) earnings per common share: (Loss) income from continuing operations $ (0.37 ) $ (0.07 ) $ 0.15 $ 0.09 Loss from discontinued operations – – – – Net (loss) income $ (0.37 ) $ (0.07 ) $ 0.15 $ 0.09 Diluted (loss) earnings per common share: (Loss) income from continuing operations $ (0.37 ) $ (0.07 ) $ 0.14 $ 0.09 Loss from discontinued operations – – – – Net (loss) income $ (0.37 ) $ (0.07 ) $ 0.14 $ 0.09 The amounts presented in the table above are computed independently for each quarter. As a result, their sum may not |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation Our consolidated financial statements include the accounts of Primo and our wholly-owned subsidiaries. All intercompany amounts and transactions have been eliminated in consolidation. Our consolidated statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). We determine whether our investment arrangements constitute a variable interest entity (“VIE”) based on the nature and characteristics of such arrangements. If an investment arrangement is determined to be a VIE, then we assess whether the Company is the VIE’s primary beneficiary. If we determine the Company is the primary beneficiary of a VIE, then it is consolidated. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the primary activities of the VIE and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, which, in either case, could be significant to the VIE. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of our financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions used to determine certain amounts that affect the financial statements are reasonable, based on information available at the time they are made. To the extent there are material differences between these estimates and actual results, our consolidated financial statements may |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain amounts reported previously have been reclassified to conform to the current year presentation, with no |
Discontinued Operations, Policy [Policy Text Block] | Discontinued Operations During 2012, CO2 2016, March 31, 2017, 11 |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue is recognized for the sale of multi-gallon purified bottled water upon either the delivery of inventory to the retail store or the purchase by the consumer. Revenue is either recognized as an exchange transaction (where a discount is provided on the purchase of a multi-gallon bottle of purified water for the return of an empty multi-gallon bottle) or a non-exchange transaction. Revenues on exchange transactions are recognized net of the exchange discount. Self-service refill water revenue is recognized as the filtered water is purchased by the consumer or retailer, which is measured by the water dispensing equipment meter for non-coin-operated vending displays and by cash collected for coin-operated vending displays. As it is impractical to visit all locations at the end of each reporting period, we estimate the revenue from the last time cash was collected or a meter read was obtained from each machine until the end of the reporting period, based on each machine’s historical experience. We report self-service refill water revenue based on the amount charged to the end consumer when we have earned revenue (as a principal) from the sale, which is based on our latitude in establishing the sales price to the end consumer, our control over the product and its specifications and other considerations. When, based on the terms of our arrangements with certain retailers, we do not Revenue is recognized for the sale of our water dispenser products when control is transferred to our retail customers. We have no In addition, we offer certain incentives such as coupons and rebates that are netted against and reduce net sales in the consolidated statements of operations. With the purchase of certain of our water dispensers, we include a coupon for a free multi-gallon bottle of purified water. No |
Revenue from Contract with Customer [Policy Text Block] | Sales of Products We earn revenue from contracts with customers, primarily through the sale of our purified, multi-gallon bottled water, self-service filtered drinking water, or through the sale of water dispensers. All revenue recognized in the current period is derived from contracts with customers. We account for these revenues under Accounting Standards Update (“ASU”) 2014 09, Revenue from Contracts with Customers 606 January 1, 2018, no In certain arrangements, depending on the nature and scope of the contract, our customer may may may Our performance obligations vary by business segment. Our performance obligations may may Our arrangements may We have no may Typically, the transaction price of our products is fixed as agreed upon in our contracts with customers. Our arrangements may may one not Our sales arrangements may not We recognize revenue on the products we sell at a point in time. The delivery of purified water and sale of the related bottle are completed via a point-of-sale transaction at which time the customer obtains control and remits payment for the product. The shipment of a water dispenser to our customer reflects the transfer of control. We may may 30 not no |
Multiple Performance Obligations, Policy [Policy Text Block] | Multiple Performance Obligations Our sales arrangements may |
Presentation of Revenue, Policy [Policy Text Block] | Presentation of Revenue Our arrangements may not |
Disaggregation of Revenue, Policy [Policy Text Block] | Disaggregation of Revenue The tables below present our consolidated net sales by geographic area. Year ended December 31, 2018 Refill Exchange Dispensers Total Geographical area United States $ 169,705 $ 74,810 $ 45,020 $ 289,535 Canada 5,291 3,262 4,024 12,577 $ 174,996 $ 78,072 $ 49,044 $ 302,112 Year ended December 31, 2017 Refill Exchange Dispensers Total Geographical area United States $ 168,361 $ 68,990 $ 40,436 $ 277,787 Canada 4,880 3,111 296 8,287 $ 173,241 $ 72,101 $ 40,732 $ 286,074 Year ended December 31, 2016 Refill Exchange Dispensers Total Geographical area United States $ 30,045 $ 66,056 $ 39,627 $ 135,728 Canada 3,685 2,794 334 6,813 $ 33,730 $ 68,850 $ 39,961 $ 142,541 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash All highly liquid investments with an original maturity of three no December 31, 2018 2017. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable Net of Allowances All trade accounts receivable are due from customers located within the United States and Canada. Trade accounts receivable represent amounts billed to customers and not $1,755 $1,509 December 31, 2018 December 31, 2017, $663, $352 $640 December 31, 2018, 2017 2016, $192, $165 $105 December 31, 2018, 2017 2016, $900, $992 $1,007 December 31, 2018, 2017 2016, not Beginning Balance Amounts Charged to Expense or Revenue Deductions Ending Balance Allowance for sales discounts, rebates and promotions Year Ended December 31, 2018 $ 352 6,121 (5,810 ) $ 663 Year Ended December 31, 2017 $ 640 5,195 (5,483 ) $ 352 Year Ended December 31, 2016 $ 586 4,558 (4,504 ) $ 640 Allowance for doubtful accounts Year Ended December 31, 2018 $ 165 676 (649 ) $ 192 Year Ended December 31, 2017 $ 105 198 (138 ) $ 165 Year Ended December 31, 2016 $ 101 18 (14 ) $ 105 Allowance for returns Year Ended December 31, 2018 $ 992 3,494 (3,586 ) $ 900 Year Ended December 31, 2017 $ 1,007 2,221 (2,236 ) $ 992 Year Ended December 31, 2016 $ 996 2,367 (2,356 ) $ 1,007 |
Inventory, Policy [Policy Text Block] | Inventories Our water dispenser inventories consist primarily of finished goods and are valued at the lower of cost or net realizable value, with cost determined using the first first |
Prepaid Expense and Other Current Assets, Policy [Policy Text Block] | Prepaid expenses and other current assets During part of 2018, “June 2018 July 2018, June 2018 fourth 2018. July 6, 2018, June 2018 December 31, 2018, $2,318 June 2018 |
Investment, Policy [Policy Text Block] | Investments We determine the appropriate classification of investments at the time of purchase based on our intent and such designation is evaluated as of each balance sheet date. Investments in Trust Preferred Securities issued by Glacier Water Trust I (the “Trust”), as described below under Junior Subordinated Debentures and Glacier Water Trust I 8 June 29, 2018. $3,881 December 31, 2017. 100% 8 June 2018, December 31, 2017, $2,629. |
Bottles [Policy Text Block] | Bottles Bottles consist of three five fifteen $644 six 2017 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Internal and external costs incurred to acquire and create internal use software are capitalized and amortized over the useful life of the software. Depreciation and amortization is generally calculated using straight-line methods over estimated useful lives that range from one fifteen We incur maintenance costs on our major equipment. Maintenance, repair and minor refurbishment costs are charged to expense as incurred, while additions, renewals, and improvements that extend the useful lives are capitalized. |
Customer Bottle Deposits [Policy Text Block] | Customer Bottle Deposits In our Canadian Exchange business, at the majority of our retailers, we collect a refundable deposit on each customer’s initial purchase of our water. If a customer decides to exit our program, the deposit is refunded. At December 31, 2018 2017, $828 $880, not $223, $182 $190 2018, 2017 2016, |
Junior Subordinated Debentures and Glacier Water Trust I [Policy Text Block] | Junior Subordinated Debentures and Glacier Water Trust I In connection with the Acquisition as described in Note 3 $89,529 9 1/16% 2028 June 29, 2018, 8 $87,938, $309, $88,579 December 31, 2017, not not not not June 29, 2018. |
Warrant Liability [Policy Text Block] | Warrant Liability We account for stock warrants as either equity instruments or derivative liabilities depending on specific terms of the warrant agreement. Stock warrants are accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging, not no On March 13, 2017, No. 1 9 no may March 13, 2017, no |
Business Combinations Policy [Policy Text Block] | Business Combinations We account for acquisitions using the acquisition method of accounting, which requires that all identifiable assets acquired and liabilities assumed be recorded at their estimated fair values. The excess of the fair value of purchase consideration over the fair values of identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. Critical estimates in valuing certain intangible assets include but are not may may |
Contingent Consideration [Policy Text Block] | Contingent Consideration Consideration paid in a business combination may $1,464 December 31, 2017. $1,438 December 31, 2018 2 |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Goodwill and Intangible Assets We classify intangible assets into three 1 2 not 3 Intangible assets that are deemed to have indefinite lives, including goodwill, are reviewed for impairment annually, as of the first fourth Goodwill is tested for impairment annually on October 1, may first not two first second |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not not |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation We estimate the grant date fair value of equity awards and amortize this value over the performance or service period. We measured the fair value of stock options using a Black-Scholes option pricing model which incorporates multiple complex and subjective inputs and assumptions (see Note 10 11.3% 2018 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Risk Our principal financial instruments subject to potential concentration of credit risk are cash, trade receivables and accounts payable. We invest our funds in highly rated institutions and believe the financial risk associated with cash in excess of federally insured amounts is minimal. At December 31, 2018 2017, $6,710 $5,114, We perform ongoing credit evaluations of our customers’ financial condition and maintain allowances for doubtful accounts that we believe are sufficient to provide for losses that may three 33%, 9%, 8% 2018, 29%, 10%, 10% 2017 39%, 19%, 16% 2016. We had three 49%, 12% 7% December 31, 2018 three 39%, 11% 11% December 31, 2017. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings (Loss) Per Share Earnings (loss) per share has been computed using the weighted average number of shares of common stock outstanding during each period. Diluted amounts per share include the dilutive impact, if any, of our outstanding potential common shares, such as stock options, restricted stock units and warrants. Potential common shares that are anti-dilutive are excluded from the calculation of diluted net loss per common share. |
Income Tax, Policy [Policy Text Block] | Income Taxes We account for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent that utilization is not not. As required by U.S. GAAP, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not not 50 |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Cumulative Translation Adjustment and Foreign Currency Transactions The local currency of our operations in Canada is considered to be the functional currency. Assets and liabilities of the Canada subsidiaries are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations are translated using the average exchange rate prevailing throughout the period. The effects of unrealized exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are presented as foreign currency translation adjustments, net included in other comprehensive income (loss) in the consolidated statements of comprehensive income (loss). With the exception of transaction gains and losses on certain intercompany balances which we have determined are of a long-term investment nature, realized gains and losses on foreign currency transactions are included in the consolidated statements of operations. At December 31, 2018 2017, $1,582 $842, |
Special Items, Policy [Policy Text Block] | Special Items We have incurred expenses or realized gains that either we do not Years ended December 31, 2018 2017 2016 Acquisition-related costs (1) $ 623 $ 4,298 $ 3,935 DS Services Strategic alliance agreement costs (2) – 4,966 786 Omnifrio settlement (3) – (1,170 ) – Other costs (4) 139 (234 ) 32 Total $ 762 $ 7,860 $ 4,753 ( 1 Acquisition-related costs that represent transaction expenses associated with the acquisition of Glacier, including fees payable to financial, legal, accounting and other advisor. ( 2 Non-recurring costs that represent expenses associated with the strategic alliance agreement (the “DS Services Agreement”) with DS Services of America, Inc. (“DS Services”), including transition payments and legal expenses associated with litigation and arbitration proceedings against certain former regional operators (see Note 11 ( 3 For the year ended December 31, 2017, 11 ( 4 Non-recurring costs that represent various other income and expenses associated with restructuring and other costs which had not two not two |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In August 2018, 2018 15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 40 December 15, 2019, In August 2018, 2018 13, Fair Value Measurement (Topic 820 December 15, 2019 In June 2018, 2018 07, Compensation - Stock Compensation (Topic 718 December 15, 2018, no 606. not In January 2017, 2017 04, Intangibles – Goodwill and Other (Topic 350 ): Simplifying the Test for Goodwill Impairment two zero December 15, 2019; not In January 2017, 2017 01, Business Combinations (Topic 805 ): Clarifying the Definition of a Business not not January 1, 2018 no In February 2016, 2016 02, 842 2017 13, 2018 10 2018 11 842 1 2 December 15, 2018, first 2019 not not In May 2014, 2014 09, Revenue from Contracts with Customers 606 five March, April, May December 2016, December 15, 2017, 606 605. January 1, 2018, no 1 |
Note 1 - Description of Busin_2
Note 1 - Description of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Year ended December 31, 2018 Refill Exchange Dispensers Total Geographical area United States $ 169,705 $ 74,810 $ 45,020 $ 289,535 Canada 5,291 3,262 4,024 12,577 $ 174,996 $ 78,072 $ 49,044 $ 302,112 Year ended December 31, 2017 Refill Exchange Dispensers Total Geographical area United States $ 168,361 $ 68,990 $ 40,436 $ 277,787 Canada 4,880 3,111 296 8,287 $ 173,241 $ 72,101 $ 40,732 $ 286,074 Year ended December 31, 2016 Refill Exchange Dispensers Total Geographical area United States $ 30,045 $ 66,056 $ 39,627 $ 135,728 Canada 3,685 2,794 334 6,813 $ 33,730 $ 68,850 $ 39,961 $ 142,541 |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Beginning Balance Amounts Charged to Expense or Revenue Deductions Ending Balance Allowance for sales discounts, rebates and promotions Year Ended December 31, 2018 $ 352 6,121 (5,810 ) $ 663 Year Ended December 31, 2017 $ 640 5,195 (5,483 ) $ 352 Year Ended December 31, 2016 $ 586 4,558 (4,504 ) $ 640 Allowance for doubtful accounts Year Ended December 31, 2018 $ 165 676 (649 ) $ 192 Year Ended December 31, 2017 $ 105 198 (138 ) $ 165 Year Ended December 31, 2016 $ 101 18 (14 ) $ 105 Allowance for returns Year Ended December 31, 2018 $ 992 3,494 (3,586 ) $ 900 Year Ended December 31, 2017 $ 1,007 2,221 (2,236 ) $ 992 Year Ended December 31, 2016 $ 996 2,367 (2,356 ) $ 1,007 |
Special Items [Table Text Block] | Years ended December 31, 2018 2017 2016 Acquisition-related costs (1) $ 623 $ 4,298 $ 3,935 DS Services Strategic alliance agreement costs (2) – 4,966 786 Omnifrio settlement (3) – (1,170 ) – Other costs (4) 139 (234 ) 32 Total $ 762 $ 7,860 $ 4,753 |
Note 2 - Impairment Charges a_2
Note 2 - Impairment Charges and Other (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Asset Impairment Charges [Table Text Block] | Years ended December 31, 2018 2017 2016 Impairment of Glacier trade name intangible $ 60,750 $ – $ – Impairment of property and equipment 2,405 – – Impairment of Ice assets held-for-sale 4,586 – – Loss (gain) on disposal of property and equipment and other 656 (99 ) 749 Total $ 68,397 $ (99 ) $ 749 |
Schedule of Indefinite-Lived Intangible Assets [Table Text Block] | Glacier Trade Name Intangible Balance at December 31, 2017 $ 62,900 Impairment charge (60,750 ) Balance at December 31, 2018 $ 2,150 |
Disposal Groups, Including Discontinued Operations [Table Text Block] | December 31, 2018 Property and equipment, net $ 4,688 Identifiable intangible assets 600 Assets held-for-sale at fair value $ 5,288 Contingent consideration $ 1,438 Liabilities held-for-sale at fair value $ 1,438 Ice Assets, net $ 3,850 |
Note 3 - Glacier Acquisition (T
Note 3 - Glacier Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Aggregate consideration: Cash consideration $ 49,397 Common stock issued 36,767 Warrants issued 8,420 Extinguishment of debt 64,658 Noncontrolling interest retired 40,978 Purchase price $ 200,220 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Purchase Price Allocation Measurement Period Adjustment Recast Purchase Price Allocation Cash acquired $ 4,294 $ – $ 4,294 Property and equipment 65,605 862 66,467 Identifiable intangible assets 142,330 (60 ) 142,270 Investments and other assets 11,765 (319 ) 11,446 Goodwill 91,822 888 92,710 Deferred tax liability (13,607 ) 2,454 (11,153 ) Net liabilities assumed (101,989 ) (3,825 ) (105,814 ) Aggregate purchase price $ 200,220 $ – $ 200,220 |
Business Acquisition, Pro Forma Information [Table Text Block] | Pro Forma Year Ended December 31, 2016 Net sales $ 272,923 Pro forma net loss $ (15,007 ) Basic and diluted loss per common share: Net loss attributable to common shareholders $ (0.53 ) |
Note 4 - Goodwill and Intangi_2
Note 4 - Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | Balance at December 31, 2016 $ 91,709 Measurement period adjustments 888 Effect of foreign currency translation 337 Balance at December 31, 2017 $ 92,934 Allocation to Ice Assets (800 ) Additions 102 Effect of foreign currency translation and other (422 ) Balance at December 31, 2018 $ 91,814 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, 2018 Gross Carrying Amount Accumulated Amortization Impairment Allocation to Assets held-for-sale Net Intangible Assets Weighted Average Life (Years) Amortized intangible assets: Customer relationships $ 94,272 $ (18,108 ) $ – $ (600 ) $ 75,564 18.0 Patent costs 1,256 (1,216 ) – – 40 15.0 Developed technology 831 (214 ) – – 617 8.0 Trademarks 404 (104 ) – – 300 15.0 Glacier trade name 62,900 – (60,750 ) – 2,150 2.0 Total $ 159,663 $ (19,642 ) $ (60,750 ) $ (600 ) $ 78,671 December 31, 2017 Gross Carrying Amount Accumulated Amortization Impairment Allocation to Assets held-for-sale Net Intangible Assets Weighted Average Life (Years) Amortized intangible assets: Customer relationships $ 93,917 $ (13,282 ) $ – $ – $ 80,635 18.0 Patent costs 1,248 (1,217 ) – – 31 3.0 Developed technology 830 (98 ) – – 732 8.0 Trademarks 326 (69 ) – – 257 15.0 96,321 (14,666 ) – – 81,655 Unamortized intangible assets: Glacier trade name 62,900 – – – 62,900 Total $ 159,221 $ (14,666 ) $ – $ – $ 144,555 15.0 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2019 $ 6,195 2020 6,195 2021 5,120 2022 5,109 2023 5,093 Thereafter 50,959 $ 78,671 |
Note 5 - Bottles (Tables)
Note 5 - Bottles (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Bottles [Table Text Block] | 2018 2017 Cost $ 5,533 $ 5,109 Less accumulated depreciation (915 ) (232 ) $ 4,618 $ 4,877 |
Note 6 - Property and Equipme_2
Note 6 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | 2018 2017 Land $ 71 $ 78 Buildings 674 732 Machinery and equipment 9,701 9,454 Vending equipment 93,104 94,506 Racks and display panels 41,512 41,147 Software and computer equipment 5,460 4,592 Vehicles under capital leases 6,954 6,395 Other 736 243 158,212 157,147 Less accumulated depreciation and amortization (62,585 ) (56,455 ) $ 95,627 $ 100,692 |
Note 7 - Accrued Expenses and_2
Note 7 - Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | 2018 2017 Accrued distributor, service provider and commission payments $ 2,629 $ 1,946 Accrued payroll and related items 2,406 3,749 Customer bottle deposits 828 880 Property tax liability 522 511 Coupons and promotions 405 242 Accrued sales allowances 386 164 Accrued professional expenses 290 97 Accrued sales tax payable 206 366 Accrued interest 101 697 Other 501 1,226 $ 8,274 $ 9,878 |
Note 8 - Debt and Capital Lea_2
Note 8 - Debt and Capital Leases, Net of Debt Issuance Costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | December 31, 2018 2017 Revolving Credit Facility $ 3,000 $ – Term loans 185,250 184,140 Debt issuance costs (1,265 ) (3,011 ) Total Credit Facilities 186,985 181,129 Junior Subordinated Debentures – 88,579 Capital leases 3,140 3,558 190,125 273,266 Less current portion (11,159 ) (3,473 ) Long-term debt and capital leases, net of current portion and debt issuance costs $ 178,966 $ 269,793 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Capital leases SunTrust Credit Facility Total 2019 $ 1,991 $ 9,500 $ 11,491 2020 949 9,500 10,449 2021 788 9,500 10,288 2022 248 9,500 9,748 2023 – 150,250 150,250 Thereafter – – – $ 3,976 $ 188,250 $ 192,226 Less: amounts representing estimated executory and debt issuance costs (504 ) (1,265 ) (1,769 ) Less: amounts representing interest (332 ) – (332 ) $ 3,140 $ 186,985 $ 190,125 |
Note 9 - Stockholders' Equity (
Note 9 - Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Warrants Weighted Average Exercise Price Weighted Average Remaining Life (Years) Warrants outstanding, December 31, 2016 861 $ 5.08 3.46 Exercised (68 ) $ 3.26 Forfeited (61 ) $ 9.07 Reclass Glacier warrant from a liability to equity 2,000 $ 11.88 Warrants outstanding, December 31, 2017 2,732 $ 10.03 3.57 Exercised (1,957 ) $ 9.57 Forfeited (54 ) $ 13.04 Warrants outstanding, December 31, 2018 721 $ 11.03 2.65 |
Warrant [Member] | |
Notes Tables | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | March 13, 2017 December 31, 2016 December 12, 2016 Expected life in years 4.75 4.95 5.0 Risk-free interest rate 2.08% 1.92% 1.90% Expected volatility 33.0% 33.0% 33.0% Dividend yield 0.0% 0.0% 0.0% |
Note 10 - Stock-based Compens_2
Note 10 - Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Years Ended December 31, 2018 2017 2016 Stock options $ 453 $ 631 $ 638 Restricted stock 2,319 2,799 757 Value Creation Plan – 1,482 6,503 Long-term incentive plan 807 683 – Employee Stock Purchase Plan 104 166 77 $ 3,683 $ 5,761 $ 7,975 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Years Ended December 31, 2018 2017 2016 Expected life of options in years 6.0 6.0 6.0 - 6.3 Risk-free interest rate 2.7 % 2.1 % 1.3% - 2.2% Expected volatility 38.0 % 34.0 % 37.0% - 44.0% Dividend yield 0.0 % 0.0 % 0.0% |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Options Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Options outstanding, December 31, 2017 1,591 $ 5.27 Granted 20 11.95 Exercised (381 ) 4.12 $ 3,860 Forfeited (81 ) 14.15 Options outstanding, December 31, 2018 1,149 5.14 5.1 $ 10,192 Options vested and expected to vest, December 31, 2018 1,134 $ 5.05 5.0 $ 10,157 Options exercisable, December 31, 2018 1,017 $ 4.29 4.7 $ 9,885 |
Value Creation Plan, $24,000 Adjusted EBITDA [Member] | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | $24,000 Adjusted EBITDA Target Award Total fair value $7,730 Assumptions: March 11, 2016 closing stock price $9.39 Fair value measurement date stock price $9.39 Expected life of awards in years 1.7 Risk-free interest rate 0.7% Expected volatility 37.5% Dividend yield 0.0% |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2019 $ 1,545 2020 962 2021 379 2022 285 2023 66 Thereafter – Total $ 3,237 |
Note 12 - Income Taxes (Tables)
Note 12 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Years Ended December 31, 2018 2017 Current: Federal $ (452 ) $ – State – – Foreign – – (452 ) – Deferred: Federal (6,379 ) (3,313 ) State (2,076 ) 164 Foreign – – (8,455 ) (3,149 ) Income tax benefit $ (8,907 ) $ (3,149 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Years Ended December 31, 2018 2017 2016 Federal statutory taxes 21.0 % 34.0 % 34.0 % State income taxes, net of federal tax benefit 4.0 % 7.3 % 1.3 % Foreign taxes less than the domestic rate 0.0 % (1.0 %) (0.2 %) Permanent differences (2.9 %) 32.3 % (0.5 %) Stock compensation benefits 8.8 % 15.3 % 0.0 % Nondeductible acquisition costs 0.0 % 0.0 % (20.0 %) Change in valuation allowance (15.3 %) (109.7 %) (14.8 %) Changes in rates and other true-ups (1.7 %) 55.0 % 0.3 % Other 0.1 % (0.1 %) (0.1 %) 14.0 % 33.1 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2018 2017 Deferred tax assets: Federal net operating loss carryforward $ 53,484 $ 52,142 State loss carryforward 8,047 8,245 Goodwill 10,159 11,394 Interest expense carryforward 3,095 – Stock-based compensation 2,629 4,053 Allowance for doubtful accounts 425 368 Accrued expenses 117 14 Inventory 34 23 Other 1,642 2,497 Total gross deferred tax assets 79,632 78,736 Deferred tax liabilities: Fixed assets (7,374 ) (8,972 ) Intangible assets (1,521 ) (16,832 ) Total gross deferred tax liabilities (8,895 ) (25,804 ) Valuation allowance (70,737 ) (61,387 ) Total deferred liability, net $ – $ (8,455 ) |
Note 13 - Fair Value Measurem_2
Note 13 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | December 31, 2018 Fair Value Level 1 Level 2 Level 3 Assets: Assets held-for-sale at fair value $ 5,288 $ – $ – $ 5,288 Total assets $ 5,288 $ – $ – $ 5,288 Liabilities: Liabilities held-for-sale at fair value $ 1,438 $ – $ – $ 1,438 Total liabilities $ 1,438 $ – $ – $ 1,438 December 31, 2017 Fair Value Level 1 Level 2 Level 3 Assets: Investment in Glacier securities $ 3,881 $ – $ 3,881 $ – Total assets $ 3,881 $ – $ 3,881 $ – Liabilities: Contingent consideration 1,464 – – 1,464 Total liabilities $ 1,464 $ – $ – $ 1,464 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Assets Held-For-Sale Contingent Consideration Liabilities Held-For-Sale Balance at December 31, 2017 $ – $ 1,464 $ – Change in fair value – (26 ) – Reclassification to assets held-for-sale at fair value 9,874 – – Reclassification to liabilities held-for-sale at fair value – (1,438 ) 1,438 Impairment of assets held-for-sale (4,586 ) – – Balance at December 31, 2018 $ 5,288 $ – $ 1,438 |
Fair Value Measurements, Nonrecurring [Table Text Block] | Year Ended December 31, 2018 Level 1 Level 2 Level 3 Impairment Charge Glacier trade name $ – $ – $ 2,150 $ 60,750 Property and equipment $ – $ – $ 529 $ 2,405 |
Note 14 - Earnings (Loss) Per_2
Note 14 - Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Years ended December 31, 2018 2017 2016 Basic: Loss from continuing operations $ (54,847 ) $ (6,359 ) $ (5,898 ) Loss from discontinued operations – – (48 ) Net loss $ (54,847 ) $ (6,359 ) $ (5,946 ) Weighted average shares 37,418 33,258 28,456 Basic loss per share from continuing operations $ (1.47 ) $ (0.19 ) $ (0.21 ) Basic loss per share from discontinued operations – – – Basic loss per share $ (1.47 ) $ (0.19 ) $ (0.21 ) Diluted: Loss from continuing operations $ (54,847 ) $ (6,359 ) $ (5,898 ) Loss from discontinued operations – – (48 ) Net loss $ (54,847 ) $ (6,359 ) $ (5,946 ) Weighted average shares 37,418 33,258 28,456 Potential shares arising from stock options, restricted stock and warrants – – – Weighted average shares - diluted 37,418 33,258 28,456 Diluted loss per share from continuing operations $ (1.47 ) $ (0.19 ) $ (0.21 ) Diluted loss per share from discontinued operations – – – Diluted loss per share $ (1.47 ) $ (0.19 ) $ (0.21 ) |
Note 15 - Segments (Tables)
Note 15 - Segments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Years ended December 31, 2018 2017 2016 Segment net sales Refill $ 174,996 $ 173,241 $ 33,730 Exchange 78,072 72,101 68,850 Dispensers 49,044 40,732 39,961 $ 302,112 $ 286,074 $ 142,541 Segment (loss) income from operations Refill $ 51,135 $ 47,146 $ 14,596 Exchange 22,663 21,434 20,506 Dispensers 3,710 3,469 3,097 Corporate (26,124 ) (23,554 ) (22,271 ) Special items (762 ) (7,860 ) (4,753 ) Depreciation and amortization (24,562 ) (26,698 ) (10,541 ) Impairment charges and other (68,397 ) 99 (749 ) $ (42,337 ) $ 14,036 $ (115 ) Depreciation and amortization expense: Refill $ 16,912 $ 20,229 $ 5,160 Exchange 6,821 5,731 4,851 Dispensers 188 186 157 Corporate 641 552 373 $ 24,562 $ 26,698 $ 10,541 Capital expenditures: Refill $ 13,331 $ 11,765 $ 5,884 Exchange 8,692 8,009 5,936 Dispensers 94 158 146 Corporate 1,381 668 554 $ 23,498 $ 20,600 $ 12,520 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | At December 31, Identifiable assets: 2018 2017 Refill $ 268,427 $ 343,513 Exchange 24,444 23,296 Dispensers 20,523 12,486 Corporate 6,734 4,458 $ 320,128 $ 383,753 |
Note 16 - Supplemental Cash F_2
Note 16 - Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Years ended December 31, 2018 2017 2016 Cash paid for interest $ 19,398 $ 20,064 $ 5,317 Noncash investing and financing activities: Assets acquired under capital leases $ 1,290 $ 1,314 $ 523 Accrued capital expenditures $ 945 $ 425 $ 415 Warrants issued in connection with Glacier acquisition $ – $ – $ 8,420 Common stock issued in connection with Glacier acquisition $ – $ – $ 36,767 |
Note 18 - Selected Quarterly _2
Note 18 - Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Quarterly Financial Information [Table Text Block] | Quarter ended March 31, June 30, September 30, December 31, 2018: Net sales $ 73,659 $ 75,802 $ 81,770 $ 70,881 Total operating costs and expenses 68,888 68,964 139,954 66,643 Income (loss) from operations 4,771 6,838 (58,184 ) 4,238 Net income (loss) $ 1,210 $ 451 $ (58,238 ) $ 1,730 Basic earnings (loss) per common share: Income (loss) from continuing operations $ 0.04 $ 0.01 $ (1.45 ) $ 0.04 Loss from discontinued operations – – – – Net income (loss) $ 0.04 $ 0.01 $ (1.45 ) $ 0.04 Diluted earnings (loss) per common share: Income (loss) from continuing operations $ 0.04 $ 0.01 $ (1.45 ) $ 0.04 Loss from discontinued operations – – – – Net income (loss) $ 0.04 $ 0.01 $ (1.45 ) $ 0.04 Quarter ended March 31, June 30, September 30, December 31, 2017: Net sales $ 60,737 $ 74,817 $ 82,207 $ 68,312 Total operating costs and expenses 64,191 72,084 71,656 64,106 (Loss) income from operations (3,454 ) 2,733 10,551 4,206 Net (loss) income $ (11,862 ) $ (2,475 ) $ 4,947 $ 3,031 Basic (loss) earnings per common share: (Loss) income from continuing operations $ (0.37 ) $ (0.07 ) $ 0.15 $ 0.09 Loss from discontinued operations – – – – Net (loss) income $ (0.37 ) $ (0.07 ) $ 0.15 $ 0.09 Diluted (loss) earnings per common share: (Loss) income from continuing operations $ (0.37 ) $ (0.07 ) $ 0.14 $ 0.09 Loss from discontinued operations – – – – Net (loss) income $ (0.37 ) $ (0.07 ) $ 0.14 $ 0.09 |
Note 1 - Description of Busin_3
Note 1 - Description of Business and Significant Accounting Policies (Details Textual) $ / shares in Units, shares in Thousands, $ in Thousands | Jun. 29, 2018USD ($) | May 22, 2018USD ($)$ / sharesshares | Dec. 12, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)gal | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 22, 2018USD ($) |
Long-term Debt, Total | $ 273,266 | $ 190,125 | $ 273,266 | |||||
Proceeds from Issuance of Common Stock, Net of Costs | 70,791 | |||||||
Cash Equivalents, at Carrying Value, Total | 0 | 0 | 0 | |||||
Allowance for Doubtful Accounts Receivable, Ending Balance | 165 | 192 | 165 | 105 | ||||
Allowances for Sales Discounts, Rebates and Promotions | 352 | 663 | 352 | 640 | ||||
SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount, Ending Balance | 992 | 900 | 992 | 1,007 | ||||
Available-for-sale Securities, Total | 3,881 | 0 | 3,881 | |||||
Depreciation, Depletion and Amortization, Total | 24,562 | 26,698 | 10,541 | |||||
Contract with Customer, Liability, Current | 880 | 828 | 880 | |||||
Increase (Decrease) in Contract with Customer, Liability | $ 223 | 182 | $ 190 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Forfeiture Rate | 11.30% | |||||||
Cash, Uninsured Amount | 5,114 | $ 6,710 | 5,114 | |||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax, Ending Balance | (842) | $ (1,582) | $ (842) | |||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||||||
Number of Major Customers | 3 | 3 | 3 | |||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Customer 1 [Member] | ||||||||
Concentration Risk, Percentage | 33.00% | 29.00% | 39.00% | |||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Customer 2 [Member] | ||||||||
Concentration Risk, Percentage | 9.00% | 10.00% | 19.00% | |||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Customer 3 [Member] | ||||||||
Concentration Risk, Percentage | 8.00% | 10.00% | 16.00% | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||||||
Number of Major Customers | 3 | 3 | ||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 1 [Member] | ||||||||
Concentration Risk, Percentage | 49.00% | 39.00% | ||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 2 [Member] | ||||||||
Concentration Risk, Percentage | 12.00% | 11.00% | ||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 3 [Member] | ||||||||
Concentration Risk, Percentage | 7.00% | 11.00% | ||||||
Bottles [Member] | ||||||||
Property, Plant and Equipment, Useful Life | 1 year 90 days | |||||||
Depreciation, Depletion and Amortization, Total | $ 644 | |||||||
Minimum [Member] | ||||||||
Volume of Refillable Polycarbonate Bottles | gal | 3 | |||||||
Property, Plant and Equipment, Useful Life | 1 year | |||||||
Maximum [Member] | ||||||||
Volume of Refillable Polycarbonate Bottles | gal | 5 | |||||||
Property, Plant and Equipment, Useful Life | 15 years | |||||||
Trust Common Securities in Glacier Water Trust I [Member] | ||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | ||||||
Glacier Water Trust I [Member] | ||||||||
Equity Method Investments | $ 2,629 | $ 2,629 | ||||||
Trust Preferred Securities in Glacier Water Trust I [Member] | ||||||||
Available-for-sale Securities, Total | 3,881 | 3,881 | ||||||
Trade Accounts Receivable [Member] | ||||||||
Allowance for Doubtful Accounts Receivable, Ending Balance | 1,509 | $ 1,755 | 1,509 | |||||
June 2018 Tariff Reimbursement Receivable [Member] | ||||||||
Prepaid Expense and Other Assets | 2,318 | |||||||
Glacier Water Services, Inc. [Member] | ||||||||
Business Combination, Consideration Transferred, Total | $ 200,220 | |||||||
Business Combination, Contingent Consideration, Liability, Total | 1,464 | 1,438 | 1,464 | |||||
Follow on Public Offering [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | shares | 5,339 | |||||||
Shares Issued, Price Per Share | $ / shares | $ 14 | |||||||
Proceeds from Issuance of Common Stock, Net of Costs | $ 70,791 | 70,791 | ||||||
Payments of Stock Issuance Costs | $ 4,132 | |||||||
Over-Allotment Option [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | shares | 696 | |||||||
Subordinated Debt [Member] | ||||||||
Long-term Debt, Total | 89,529 | 88,579 | 88,579 | |||||
Repayments of Long-term Debt, Total | $ 87,938 | |||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities, Total | $ 309 | |||||||
Subordinated Debt [Member] | Glacier Water Trust I [Member] | ||||||||
Long-term Debt, Total | $ 88,579 | $ 89,529 | $ 88,579 | |||||
SunTrust Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000 | |||||||
SunTrust Credit Facility [Member] | Term Loan [Member] | ||||||||
Long-term Debt, Total | $ 190,000 | |||||||
Debt Instrument, Annual Principal Payment, Percentage | 5.00% | |||||||
Debt Instrument, Annual Principal Payment | $ 9,500 | |||||||
Assumed Debt [Member] | Glacier Water Services, Inc. [Member] | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 78,800 | |||||||
Commitment Letter [Member] | Glacier Water Services, Inc. [Member] | Goldman [Member] | ||||||||
Long-term Debt, Total | 196,000 | |||||||
Commitment Letter [Member] | Merger Agreement [Member] | Goldman [Member] | ||||||||
Long-term Debt, Total | $ 196,000 |
Note 1 - Description of Busin_4
Note 1 - Description of Business and Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net sales | $ 70,881 | $ 81,770 | $ 75,802 | $ 73,659 | $ 68,312 | $ 82,207 | $ 74,817 | $ 60,737 | $ 302,112 | $ 286,074 | $ 142,541 |
Refill [Member] | |||||||||||
Net sales | 174,996 | 173,241 | 33,730 | ||||||||
Exchange [Member] | |||||||||||
Net sales | 78,072 | 72,101 | 68,850 | ||||||||
Dispensers [Member] | |||||||||||
Net sales | 49,044 | 40,732 | 39,961 | ||||||||
UNITED STATES | |||||||||||
Net sales | 289,535 | 277,787 | 135,728 | ||||||||
UNITED STATES | Refill [Member] | |||||||||||
Net sales | 169,705 | 168,361 | 30,045 | ||||||||
UNITED STATES | Exchange [Member] | |||||||||||
Net sales | 74,810 | 68,990 | 66,056 | ||||||||
UNITED STATES | Dispensers [Member] | |||||||||||
Net sales | 45,020 | 40,436 | 39,627 | ||||||||
CANADA | |||||||||||
Net sales | 12,577 | 8,287 | 6,813 | ||||||||
CANADA | Refill [Member] | |||||||||||
Net sales | 5,291 | 4,880 | 3,685 | ||||||||
CANADA | Exchange [Member] | |||||||||||
Net sales | 3,262 | 3,111 | 2,794 | ||||||||
CANADA | Dispensers [Member] | |||||||||||
Net sales | $ 4,024 | $ 296 | $ 334 |
Note 1 - Description of Busin_5
Note 1 - Description of Business and Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Beginning Balance | $ 992 | $ 1,007 | |
Ending Balance | 900 | 992 | $ 1,007 |
Allowance for Sales Discount, Rebates and Promotions [Member] | |||
Beginning Balance | 352 | 640 | 586 |
Amounts Charged or to Expense or Revenue | 6,121 | 5,195 | 4,558 |
Deductions | (5,810) | (5,483) | (4,504) |
Ending Balance | 663 | 352 | 640 |
SEC Schedule, 12-09, Allowance, Credit Loss [Member] | |||
Beginning Balance | 165 | 105 | 101 |
Amounts Charged or to Expense or Revenue | 676 | 198 | 18 |
Deductions | (649) | (138) | (14) |
Ending Balance | 192 | 165 | 105 |
Allowance for Returns [Member] | |||
Beginning Balance | 992 | 1,007 | 996 |
Amounts Charged or to Expense or Revenue | 3,494 | 2,221 | 2,367 |
Deductions | (3,586) | (2,236) | (2,356) |
Ending Balance | $ 900 | $ 992 | $ 1,007 |
Note 1 - Description of Busin_6
Note 1 - Description of Business and Significant Accounting Policies - Special Items (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Other costs(4) | [1] | $ 139 | $ (234) | $ 32 |
Special items | 762 | 7,860 | 4,753 | |
DS Services Agreement [Member] | ||||
DS Services Strategic alliance agreement costs(2) | [2] | 4,966 | 786 | |
Omnifrio [Member] | ||||
Omnifrio settlement(3) | [3] | (1,170) | ||
Glacier Water Services, Inc. [Member] | ||||
Acquisition-related costs(1) | [4] | $ 623 | $ 4,298 | $ 3,935 |
[1] | Non-recurring costs that represent various other income and expenses associated with restructuring and other costs which had not occurred in the two years prior to recording them and were not reasonably likely to occur within two years of such recording. | |||
[2] | Non-recurring costs that represent expenses associated with the strategic alliance agreement (the "DS Services Agreement") with DS Services of America, Inc. ("DS Services"), including transition payments and legal expenses associated with litigation and arbitration proceedings against certain former regional operators (see Note 11 - Commitments and Contingencies), in connection with a transformation of our operating model, an infrequently occurring event. | |||
[3] | For the year ended December 31, 2017, we recorded a non-recurring gain related to the settlement reached with Omnifrio Beverage Company LLC ("Omnifrio") (see Note 11 - Commitments and Contingencies). | |||
[4] | Acquisition-related costs that represent transaction expenses associated with the acquisition of Glacier, including fees payable to financial, legal, accounting and other advisor. |
Note 2 - Impairment Charges a_3
Note 2 - Impairment Charges and Other (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 60,750 | |||
Impairment of Long-Lived Assets Held-for-use | 2,405 | |||
Impairment of Long-Lived Assets to be Disposed of | 4,586 | |||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | 656 | (99) | $ 749 | |
Glacier Branded Refill Equipment [Member] | ||||
Impairment of Long-Lived Assets Held-for-use | 2,405 | |||
Ice Assets [Member] | ||||
Impairment of Long-Lived Assets to be Disposed of | $ 4,586 | 4,586 | ||
Trade Names [Member] | Refill [Member] | ||||
Indefinite-lived Intangible Assets (Excluding Goodwill), Ending Balance | 2,150 | $ 62,900 | ||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 60,750 | |||
Trade Names [Member] | Refill [Member] | Glacier Water Services, Inc. [Member] | ||||
Indefinite-lived Intangible Assets (Excluding Goodwill), Ending Balance | 62,900 | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 60,750 |
Note 2 - Impairment Charges a_4
Note 2 - Impairment Charges and Other - Asset Impairment Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 60,750 | ||
Impairment of Long-Lived Assets Held-for-use | 2,405 | ||
Impairment of Long-Lived Assets to be Disposed of | 4,586 | ||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | 656 | (99) | 749 |
Total | $ 68,397 | $ (99) | $ 749 |
Note 2 - Impairment Charges a_5
Note 2 - Impairment Charges and Other - Discontinue of Glacier Trade Name (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Impairment charge | $ (60,750) | ||
Trade Names [Member] | Refill [Member] | |||
Balance at December 31, 2017 | 62,900 | ||
Impairment charge | (60,750) | ||
Balance at December 31, 2018 | $ 2,150 | $ 62,900 |
Note 2 - Impairment Charges a_6
Note 2 - Impairment Charges and Other - Estimated Fair Value of Ice Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets held-for-sale at fair value | $ 5,288 | |
Liabilities held-for-sale at fair value | 1,438 | |
Ice Assets [Member] | ||
Property and equipment, net | 4,688 | |
Identifiable intangible assets | 600 | |
Assets held-for-sale at fair value | 5,288 | |
Contingent consideration | 1,438 | |
Liabilities held-for-sale at fair value | 1,438 | |
Ice Assets, net | $ 3,850 |
Note 3 - Glacier Acquisition (D
Note 3 - Glacier Acquisition (Details Textual) - USD ($) $ in Thousands | Dec. 12, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Long-term Debt, Total | $ 190,125 | $ 273,266 | |||
Goodwill, Acquired During Period | 102 | ||||
Glacier Water Services, Inc. [Member] | |||||
Business Combination, Consideration Transferred, Total | $ 200,220 | ||||
Goodwill, Acquired During Period | 91,822 | ||||
Business Combination, Acquisition Related Costs | [1] | $ 623 | $ 4,298 | $ 3,935 | |
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 6,602 | ||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ (327) | ||||
Glacier Water Services, Inc. [Member] | Customer Lists [Member] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 19 years | ||||
Glacier Water Services, Inc. [Member] | Developed Technology Rights [Member] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | ||||
Glacier Water Services, Inc. [Member] | Commitment Letter [Member] | Goldman [Member] | |||||
Long-term Debt, Total | $ 196,000 | ||||
[1] | Acquisition-related costs that represent transaction expenses associated with the acquisition of Glacier, including fees payable to financial, legal, accounting and other advisor. |
Note 3 - Glacier Acquisition -
Note 3 - Glacier Acquisition - Aggregate Consideration Transferred (Details) - Glacier Water Services, Inc. [Member] - USD ($) $ in Thousands | Dec. 12, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash consideration | $ 49,397 | |||
Extinguishment of debt | 64,658 | |||
Noncontrolling interest retired | 40,978 | |||
Purchase price | 200,220 | |||
Common Stock [Member] | ||||
Common stock and warrants issued | 36,767 | $ 36,767 | ||
Warrants Issued [Member] | ||||
Common stock and warrants issued | $ 8,420 | $ 8,420 |
Note 3 - Glacier Acquisition _2
Note 3 - Glacier Acquisition - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
Goodwill, Ending Balance | $ 92,934 | $ 91,814 | $ 91,709 |
Goodwill, measurement period adjustment | 888 | ||
Glacier Water Services, Inc. [Member] | |||
Cash acquired | 4,294 | 4,294 | |
Cash acquired, measurement period adjustment | |||
Property and equipment | 66,467 | 65,605 | |
Property and equipment, measurement period adjustment | 862 | ||
Identifiable intangible assets | 142,270 | 142,330 | |
Identifiable intangible assets, measurement period adjustment | (60) | ||
Investments and other assets | 11,446 | 11,765 | |
Investments and other assets, measurement period adjustment | (319) | ||
Goodwill, Ending Balance | 92,710 | 91,822 | |
Goodwill, measurement period adjustment | 888 | ||
Deferred tax liability | (11,153) | (13,607) | |
Deferred tax liability, measurement period adjustment | 2,454 | ||
Net liabilities assumed | (105,814) | (101,989) | |
Net liabilities assumed, measurement period adjustment | (3,825) | ||
Aggregate purchase price | 200,220 | $ 200,220 | |
Aggregate purchase price, measurement period adjustment |
Note 3 - Glacier Acquisition _3
Note 3 - Glacier Acquisition - Pro Forma Consolidated Results of Operation (Details) - Glacier Water Services, Inc. [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / shares | |
Net sales | $ 272,923 |
Pro forma net loss | $ (15,007) |
Net loss attributable to common shareholders (in dollars per share) | $ / shares | $ (0.53) |
Note 4 - Goodwill and Intangi_3
Note 4 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Impairment of Long-Lived Assets to be Disposed of | $ 4,586 | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 60,750 | |||
Assets Held-for-sale, Not Part of Disposal Group, Total | 600 | |||
Amortization of Intangible Assets, Total | 5,127 | $ 5,095 | $ 1,066 | |
Refill [Member] | ||||
Assets Held-for-sale, Not Part of Disposal Group, Total | 600 | |||
Trade Names [Member] | Refill [Member] | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 60,750 | |||
Ice Assets, Related to Goodwill [Member] | ||||
Impairment of Long-Lived Assets to be Disposed of | $ 800 | 800 | ||
Glacier Water Services, Inc. [Member] | Trade Names [Member] | Refill [Member] | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 60,750 | |||
Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure | $ 2,150 |
Note 4 - Goodwill and Intangi_4
Note 4 - Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Balance | $ 92,934 | $ 91,709 |
Measurement period adjustments | 888 | |
Effect of foreign currency translation and other | (422) | 337 |
Allocation to Ice Assets | (800) | |
Additions | 102 | |
Balance | $ 91,814 | $ 92,934 |
Note 4 - Goodwill and Intangi_5
Note 4 - Goodwill and Intangible Assets - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-lived, Gross Carrying Amount | $ 159,663 | $ 96,321 |
Accumulated Amortization | (19,642) | (14,666) |
Finite-lived, Allocation to Assets held-for-sale | (600) | |
Finite-lived, Net | 78,671 | $ 81,655 |
Weighted Average Life (Year) | 15 years | |
Finite-lived, Impairment | (60,750) | |
Gross Carrying Amount | 159,221 | |
Net | 78,671 | 144,555 |
Customer Relationships [Member] | ||
Finite-lived, Gross Carrying Amount | 94,272 | 93,917 |
Accumulated Amortization | (18,108) | (13,282) |
Finite-lived, Allocation to Assets held-for-sale | (600) | |
Finite-lived, Net | $ 75,564 | $ 80,635 |
Weighted Average Life (Year) | 18 years | 18 years |
Patents [Member] | ||
Finite-lived, Gross Carrying Amount | $ 1,256 | $ 1,248 |
Accumulated Amortization | (1,216) | (1,217) |
Finite-lived, Net | $ 40 | $ 31 |
Weighted Average Life (Year) | 15 years | 3 years |
Developed Technology Rights [Member] | ||
Finite-lived, Gross Carrying Amount | $ 831 | $ 830 |
Accumulated Amortization | (214) | (98) |
Finite-lived, Net | $ 617 | $ 732 |
Weighted Average Life (Year) | 8 years | 8 years |
Trademarks [Member] | ||
Finite-lived, Gross Carrying Amount | $ 404 | $ 326 |
Accumulated Amortization | (104) | (69) |
Finite-lived, Net | $ 300 | $ 257 |
Weighted Average Life (Year) | 15 years | 15 years |
Trade Names [Member] | ||
Finite-lived, Gross Carrying Amount | $ 62,900 | |
Finite-lived, Net | $ 2,150 | |
Weighted Average Life (Year) | 2 years | |
Finite-lived, Impairment | $ (60,750) | |
Indefinite-lived, Gross Carrying Amount | $ 62,900 |
Note 4 - Goodwill and Intangi_6
Note 4 - Goodwill and Intangible Assets - Amortization Schedule for Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
2,019 | $ 6,195 | |
2,020 | 6,195 | |
2,021 | 5,120 | |
2,022 | 5,109 | |
2,023 | 5,093 | |
Thereafter | 50,959 | |
Total | $ 78,671 | $ 81,655 |
Note 5 - Bottles (Details Textu
Note 5 - Bottles (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation, Depletion and Amortization, Total | $ 24,562 | $ 26,698 | $ 10,541 |
Bottles [Member] | |||
Depreciation, Depletion and Amortization, Total | $ 3,634 | $ 2,885 | $ 2,200 |
Note 5 - Bottles - Depreciation
Note 5 - Bottles - Depreciation Schedule for Bottles (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Cost | $ 158,212 | $ 157,147 |
Less accumulated depreciation | (62,585) | (56,455) |
Property, Plant and Equipment, Net, Ending Balance | 95,627 | 100,692 |
Bottles [Member] | ||
Cost | 5,533 | 5,109 |
Less accumulated depreciation | (915) | (232) |
Property, Plant and Equipment, Net, Ending Balance | $ 4,618 | $ 4,877 |
Note 6 - Property and Equipme_3
Note 6 - Property and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation, Depletion and Amortization, Total | $ 24,562 | $ 26,698 | $ 10,541 |
Property and Equipment [Member] | |||
Depreciation, Depletion and Amortization, Total | $ 15,801 | $ 18,718 | $ 7,260 |
Note 6 - Property and Equipme_4
Note 6 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property and Equipment, Gross | $ 158,212 | $ 157,147 |
Less Accumulated Depreciation and Amortization | (62,585) | (56,455) |
Property and Equipment, Net | 95,627 | 100,692 |
Land [Member] | ||
Property and Equipment, Gross | 71 | 78 |
Building [Member] | ||
Property and Equipment, Gross | 674 | 732 |
Machinery and Equipment [Member] | ||
Property and Equipment, Gross | 9,701 | 9,454 |
Vending Equipment [Member] | ||
Property and Equipment, Gross | 93,104 | 94,506 |
Racks and Display Panels [Member] | ||
Property and Equipment, Gross | 41,512 | 41,147 |
Software and Computer Equipment [Member] | ||
Property and Equipment, Gross | 5,460 | 4,592 |
Vehicles Under Capital Leases [Member] | ||
Property and Equipment, Gross | 6,954 | 6,395 |
Other Property and Equipment [Member] | ||
Property and Equipment, Gross | $ 736 | $ 243 |
Note 7 - Accrued Expenses and_3
Note 7 - Accrued Expenses and Other Current Liabilities - Current Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued distributor, service provider and commission payments | $ 2,629 | $ 1,946 |
Accrued payroll and related items | 2,406 | 3,749 |
Customer bottle deposits | 828 | 880 |
Property tax liability | 522 | 511 |
Coupons and promotions | 405 | 242 |
Accrued sales allowances | 386 | 164 |
Accrued professional expenses | 290 | 97 |
Accrued sales tax payable | 206 | 366 |
Accrued interest | 101 | 697 |
Other | 501 | 1,226 |
$ 8,274 | $ 9,878 |
Note 8 - Debt and Capital Lea_3
Note 8 - Debt and Capital Leases, Net of Debt Issuance Costs (Details Textual) $ in Thousands | Jun. 29, 2018USD ($) | Jun. 22, 2018USD ($) | May 22, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2020 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 22, 2023 | Dec. 12, 2016USD ($) |
Long-term Debt, Total | $ 190,125 | $ 190,125 | $ 190,125 | $ 273,266 | ||||||||
Payments of Debt Issuance Costs | 1,676 | 269 | $ 4,182 | |||||||||
Long-term Line of Credit, Total | $ 3,000 | $ 3,000 | 3,000 | |||||||||
Proceeds from Issuance of Common Stock, Net of Costs | $ 70,791 | |||||||||||
Proceeds from Redemption of Capital Securities | $ 6,277 | |||||||||||
Gain (Loss) on Redemption of Capital Securities | (161) | |||||||||||
Capital Lease, Outstanding, Number | 248 | 248 | 248 | |||||||||
Follow on Public Offering [Member] | ||||||||||||
Proceeds from Issuance of Common Stock, Net of Costs | $ 70,791 | $ 70,791 | ||||||||||
Subordinated Debt [Member] | ||||||||||||
Long-term Debt, Total | $ 88,579 | $ 89,529 | ||||||||||
Repayments of Long-term Debt, Total | 87,938 | |||||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities, Total | 309 | |||||||||||
Gain (Loss) on Repurchase of Debt Instrument | $ 475 | |||||||||||
SunTrust Credit Facility [Member] | ||||||||||||
Debt Instrument, Covenant, Minimum Fixed Charge Coverage Ratio | 1.1 | |||||||||||
Debt Instrument, Covenant, Maximum Leverage Ratio | 4.5 | |||||||||||
Fixed Charge Coverage Ratio | 1.34 | 1.34 | 1.34 | |||||||||
Total Leverage Ratio | 3.46 | 3.46 | 3.46 | |||||||||
SunTrust Credit Facility [Member] | Scenario, Forecast [Member] | ||||||||||||
Debt Instrument, Covenant, Maximum Leverage Ratio | 4.25 | 4 | ||||||||||
SunTrust Credit Facility [Member] | Federal Funds Effective Swap Rate [Member] | ||||||||||||
Debt Instrument, Base Rate, Basis Spread on Variable Rate | 0.50% | |||||||||||
SunTrust Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument, Base Rate, Basis Spread on Variable Rate | 1.00% | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | 2.25% | ||||||||||
SunTrust Credit Facility [Member] | Base Rate [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | 1.25% | ||||||||||
SunTrust Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000 | |||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | |||||||||||
Payments of Debt Issuance Costs | $ 1,667 | |||||||||||
Long-term Line of Credit, Total | $ 3,000 | $ 3,000 | 3,000 | |||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 27,000 | $ 27,000 | $ 27,000 | |||||||||
SunTrust Credit Facility [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.15% | |||||||||||
SunTrust Credit Facility [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | |||||||||||
SunTrust Credit Facility [Member] | Term Loan [Member] | ||||||||||||
Long-term Debt, Total | $ 190,000 | |||||||||||
Debt Instrument, Annual Principal Payment, Percentage | 5.00% | |||||||||||
Debt Instrument, Annual Principal Payment | $ 9,500 | |||||||||||
Goldman credit Facility [Member] | ||||||||||||
Amortization of Debt Discount (Premium) | $ 2,960 | |||||||||||
Early Payment Penalties | $ 3,904 | |||||||||||
Goldman credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 10,000 | |||||||||||
Goldman credit Facility [Member] | Term Loan [Member] | ||||||||||||
Long-term Debt, Total | $ 186,000 |
Note 8 - Debt and Capital Lea_4
Note 8 - Debt and Capital Leases, Net of Debt Issuance Costs - Summary of Debt and Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 12, 2016 |
Revolving Credit Facility | $ 3,000 | ||
Long-term debt and capital leases, net of debt issuance costs | 190,125 | 273,266 | |
Less current portion | (11,159) | (3,473) | |
Long-term debt and capital leases, net of current portion and debt issuance costs | 178,966 | 269,793 | |
Term Notes [Member] | |||
Long-term debt, gross | 185,250 | 184,140 | |
Revolving Credit Facility and Term Notes [Member] | |||
Debt issuance costs | (1,265) | (3,011) | |
Long-term debt and capital leases, net of debt issuance costs | 186,985 | 181,129 | |
Subordinated Debt [Member] | |||
Long-term debt and capital leases, net of debt issuance costs | 88,579 | $ 89,529 | |
Capital Lease Obligations [Member] | |||
Long-term debt and capital leases, net of debt issuance costs | $ 3,140 | $ 3,558 |
Note 8 - Debt and Capital Lea_5
Note 8 - Debt and Capital Leases, Net of Debt Issuance Costs - Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Capital Lease Obligations [Member] | |
2,019 | $ 1,991 |
2,020 | 949 |
2,021 | 788 |
2,022 | 248 |
2,023 | |
Thereafter | |
Long-term debt | 3,976 |
Less: amounts representing estimated executory and debt issuance costs | (504) |
Less: amounts representing interest | (332) |
Long-term debt, total | 3,140 |
Term Notes [Member] | |
2,019 | 9,500 |
2,020 | 9,500 |
2,021 | 9,500 |
2,022 | 9,500 |
2,023 | 150,250 |
Thereafter | |
Long-term debt | 188,250 |
Less: amounts representing estimated executory and debt issuance costs | (1,265) |
Less: amounts representing interest | |
Long-term debt, total | 186,985 |
Subordinated Debt [Member] | |
2,019 | 11,491 |
2,020 | 10,449 |
2,021 | 10,288 |
2,022 | 9,748 |
2,023 | 150,250 |
Thereafter | |
Long-term debt | 192,226 |
Less: amounts representing estimated executory and debt issuance costs | (1,769) |
Less: amounts representing interest | (332) |
Long-term debt, total | $ 190,125 |
Note 9 - Stockholders' Equity_2
Note 9 - Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Dec. 12, 2017 | Sep. 08, 2017 | Jun. 10, 2017 | Mar. 13, 2017 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 12, 2016 | Jan. 01, 2014 | Nov. 06, 2012 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 598,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.03 | $ 10.03 | $ 5.08 | ||||||||
Stock Issued During Period, Shares, Warrants Exercised, Cashless Exercise | 123,000 | ||||||||||
Class of Warrant or Right, Cashless Exercise of Warrants or Rights | 380,000 | ||||||||||
Fair Value Adjustment of Warrants | $ 3,220 | $ (240) | |||||||||
Stock Issued During Period, Shares, Warrants Exercised | 1,145,000 | ||||||||||
Glacier Warrants [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,000,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.88 | ||||||||||
Warrants and Rights Outstanding | 8,180 | $ 8,420 | |||||||||
Fair Value Adjustment of Warrants | $ 3,220 | $ (240) | |||||||||
Glacier Warrants [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||
Class of Warrant or Right, Vesting Percentage | 33.00% | ||||||||||
Glacier Warrants [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||||
Class of Warrant or Right, Vesting Percentage | 33.00% | ||||||||||
Glacier Warrants [Member] | Share-based Compensation Award, Tranche Three [Member] | |||||||||||
Class of Warrant or Right, Vesting Percentage | 34.00% | ||||||||||
Convest Warrant [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 46,000 | 1,731,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.30 | ||||||||||
Stock Issued During Period, Shares, Warrants Exercised, Cashless Exercise | 25 | ||||||||||
Class of Warrant or Right, Partial Exercise Price of Warrants or Rights | $ 1.20 | ||||||||||
Class of Warrant or Right, Cashless Exercise of Warrants or Rights | 28 | ||||||||||
Convest Warrant [Member] | Insider Participants [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 131,000 | ||||||||||
DS Services of America, Inc. [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 475,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.04 | ||||||||||
Stock Issued During Period, Shares, Warrants Exercised, Cashless Exercise | 404,000 |
Note 9 - Stockholders' Equity -
Note 9 - Stockholders' Equity - Fair Value Measurements of Warrants (Details) - Glacier Warrants [Member] | Mar. 13, 2017 | Dec. 31, 2016 | Dec. 12, 2016 |
Measurement Input, Expected Term [Member] | |||
Warrants, term (Year) | 4 years 273 days | 4 years 346 days | 5 years |
Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants, measurement input | 0.0208 | 0.0192 | 0.019 |
Measurement Input, Price Volatility [Member] | |||
Warrants, measurement input | 0.33 | 0.33 | 0.33 |
Measurement Input, Expected Dividend Rate [Member] | |||
Warrants, measurement input | 0 | 0 | 0 |
Note 9 - Stockholders' Equity_3
Note 9 - Stockholders' Equity - Warrant Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Warrants outstanding, warrants (in shares) | 2,732 | 861 | |
Warrants outstanding,weighted average exercise price (in dollars per share) | $ 10.03 | $ 5.08 | |
Warrants outstanding, weighted average remaining contractual life (Year) | 2 years 237 days | 3 years 208 days | 3 years 167 days |
Exercised, warrants (in shares) | (1,957) | (68) | |
Exercised, weighted average exercise price (in dollars per share) | $ 9.57 | $ 3.26 | |
Forfeited, warrants (in shares) | (54) | (61) | |
Forfeited, weighted average exercise price (in dollars per share) | $ 13.04 | $ 9.07 | |
Reclass Glacier warrant from a liability to equity (in shares) | 2,000 | ||
Reclass Glacier warrant from a liability to equity, weighted average exercise price (in dollars per share) | $ 11.88 | ||
Warrants outstanding, warrants (in shares) | 721 | 2,732 | 861 |
Warrants outstanding, weighted average exercise price (in dollars per share) | $ 11.03 | $ 10.03 | $ 5.08 |
Note 10 - Stock-based Compens_3
Note 10 - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Mar. 20, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Purchase Price Specified as Percentage of Fair Market Value | 85.00% | ||||
Employee Stock Ownership Plan, Maximum Employee Subscription Rate | 15.00% | ||||
Employee Stock Ownership Plan, Maximum Employee Contribution | $ 25 | ||||
Employee Stock Ownership Plan (ESOP), Shares Contributed to ESOP | 24 | 22 | |||
Employee Stock Ownership Plan (ESOP), Weighted Average Purchase Price of Shares Purchased | $ 10.68 | $ 10.44 | |||
Employee Stock Ownership Plan (ESOP), Number of Committed-to-be-Released Shares | 143 | ||||
Employee Stock Option [Member] | |||||
Specified Percentage of Exercise Price Equal to the Fair Market Value | 100.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.91 | $ 5.16 | $ 5.05 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 3,860 | $ 2,409 | $ 1,334 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 500 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 328 days | ||||
Proceeds from Stock Options Exercised | $ 1,570 | $ 1,013 | 425 | ||
Restricted Stock [Member] | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 2,826 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 146 days | ||||
Omnibus Long-term Incentive Plan 2010 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,650 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,374 | ||||
Value Creation Plan [Member] | |||||
Target EBITDA One | $ 15,000 | ||||
Target EBITDA Two | 24,000 | ||||
Target EBITDA Three | $ 28,000 | ||||
Share-based Compensation, Percentage of Market Capital Appreciation of Stock, Second Issuance | 17.50% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,370 | ||||
Allocated Share-based Compensation Expense, Total | $ 1,482 | $ 6,248 |
Note 10 - Stock-based Compens_4
Note 10 - Stock-based Compensation - Non-cash Stock-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Value Creation Plan [Member] | ||||
Non-cash stock-based compensation expense | $ 1,482 | $ 6,248 | ||
Selling, General and Administrative Expenses [Member] | ||||
Non-cash stock-based compensation expense | $ 3,683 | $ 5,761 | 7,975 | |
Selling, General and Administrative Expenses [Member] | Value Creation Plan [Member] | ||||
Non-cash stock-based compensation expense | 1,482 | 6,503 | ||
Selling, General and Administrative Expenses [Member] | Omnibus Long-term Incentive Plan 2010 [Member] | ||||
Non-cash stock-based compensation expense | 807 | 683 | ||
Selling, General and Administrative Expenses [Member] | Employee Stock Purchase Plan [Member] | ||||
Non-cash stock-based compensation expense | 104 | 166 | 77 | |
Employee Stock Option [Member] | Selling, General and Administrative Expenses [Member] | ||||
Non-cash stock-based compensation expense | 453 | 631 | 638 | |
Restricted Stock [Member] | Selling, General and Administrative Expenses [Member] | ||||
Non-cash stock-based compensation expense | $ 2,319 | $ 2,799 | $ 757 |
Note 10 - Stock-based Compens_5
Note 10 - Stock-based Compensation - Stock Option Valuation Assumption (Details) - Employee Stock Option [Member] | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Expected life of awards in years (Year) | 6 years | 6 years | |
Risk-free interest rate | 2.70% | 2.10% | |
Expected volatility | 38.00% | 34.00% | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Expected life of awards in years (Year) | 6 years | ||
Risk-free interest rate | 1.30% | ||
Expected volatility | 37.00% | ||
Maximum [Member] | |||
Expected life of awards in years (Year) | 6 years 109 days | ||
Risk-free interest rate | 2.20% | ||
Expected volatility | 44.00% |
Note 10 - Stock-based Compens_6
Note 10 - Stock-based Compensation - Stock Option Activity (Details) - Employee Stock Option [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Options outstanding (in shares) | 1,591 | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ 5.27 | ||
Options granted (in shares) | 20 | ||
Options granted, weighted average exercise price (in dollars per share) | $ 11.95 | ||
Options exercised (in shares) | (381) | ||
Options exercised, weighted average exercise price (in dollars per share) | $ 4.12 | ||
Options exercised, aggregate intrinsic value | $ 3,860 | $ 2,409 | $ 1,334 |
Options forfeited (in shares) | (81) | ||
Options forfeited, weighted average exercise price (in dollars per share) | $ 14.15 | ||
Options outstanding (in shares) | 1,149 | 1,591 | |
Options outstanding, weighted average exercise price (in dollars per share) | $ 5.14 | $ 5.27 | |
Options outstanding, weighted average remaining life (Year) | 5 years 36 days | ||
Options outstanding, aggregate intrinsic value | $ 10,192 | ||
Options vested and expected to vest (in shares) | 1,134 | ||
Options vested and expected to vest, weighted average exercise price (in dollars per share) | $ 5.05 | ||
Options vested and expected to vest, weighted average remaining life (Year) | 5 years | ||
Options vested and expected to vest, aggregate intrinsic value | $ 10,157 | ||
Options exercisable (in shares) | 1,017 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 4.29 | ||
Options exercisable, weighted average remaining life (Year) | 4 years 255 days | ||
Options exercisable, aggregate intrinsic value | $ 9,885 |
Note 10 - Stock-based Compens_7
Note 10 - Stock-based Compensation - Fair Value Assumptions of $24,000 EBITDA Target Award (Details) - Value Creation Plan, $24,000 Adjusted EBITDA [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / shares | |
Total fair value | $ | $ 7,730 |
Assumptions: | |
Stock price (in dollars per share) | $ 9.39 |
Fair value measurement date stock price (in dollars per share) | $ 9.39 |
Expected life of awards in years (Year) | 1 year 255 days |
Risk-free interest rate | 0.70% |
Expected volatility | 37.50% |
Dividend yield | 0.00% |
Note 11 - Commitments and Con_3
Note 11 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | Apr. 05, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Aug. 05, 2014 |
Operating Leases, Rent Expense, Net, Total | $ 3,315 | $ 3,399 | $ 1,574 | ||||
Interest Expense, Total | $ 21,417 | 20,324 | 6,023 | ||||
Prism Arbitration [Member] | |||||||
Loss Contingency, Damages Claimed, Value | $ 1,000 | ||||||
Litigation Settlement, Amount Awarded to Other Party | $ 825 | ||||||
Texas Regional Operator Litigation/Arbitration [Member] | |||||||
Litigation Settlement, Amount Awarded to Other Party | $ 3,783 | ||||||
Interest Expense, Total | 82 | ||||||
Non-recurring and Acquisition-related Costs [Member] | Prism Arbitration [Member] | |||||||
Estimated Litigation Liability, Current | $ 825 | 825 | |||||
Non-recurring and Acquisition-related Costs [Member] | Texas Regional Operator Litigation/Arbitration [Member] | |||||||
Litigation Settlement, Expense | 3,701 | ||||||
Omnifrio Single-serve Beverage Business [Member] | |||||||
Settlement and Release Agreement, Cash Amount | $ 710 | ||||||
Omnifrio Single-serve Beverage Business [Member] | Non-recurring and Acquisition-related Costs [Member] | |||||||
Other Income | $ 1,191 | ||||||
Omnifrio Single-serve Beverage Business [Member] | Accrued Expenses and Other Current Liabilities [Member] | |||||||
Deferred Purchase Price Payments | $ 1,901 |
Note 11 - Commitments and Con_4
Note 11 - Commitments and Contingencies - Operating Lease Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
2,019 | $ 1,545 |
2,020 | 962 |
2,021 | 379 |
2,022 | 285 |
2,023 | 66 |
Thereafter | |
Total | $ 3,237 |
Note 12 - Income Taxes (Details
Note 12 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 34.00% | 34.00% |
Income Tax Expense (Benefit), Total | $ (8,907) | $ (3,149) | |
Deferred Tax Assets, Valuation Allowance, Total | 70,737 | 61,387 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 17,407 | ||
Unrecognized Tax Benefits, Ending Balance | 0 | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | 0 | ||
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | |||
Operating Loss Carryforwards, Total | 254,686 | ||
Foreign Tax Authority [Member] | Canada Revenue Agency [Member] | |||
Operating Loss Carryforwards, Total | 12,480 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards, Total | 169,764 | ||
Trade Names [Member] | Refill [Member] | |||
Income Tax Expense (Benefit), Total | (8,907) | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 9,350 |
Note 12 - Income Taxes - Compon
Note 12 - Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Federal | $ (452) | ||
State | |||
Foreign | |||
(452) | |||
Federal | (6,379) | (3,313) | |
State | (2,076) | 164 | |
Foreign | |||
(8,455) | (3,149) | ||
Income tax benefit | $ (8,907) | $ (3,149) |
Note 12 - Income Taxes - Effect
Note 12 - Income Taxes - Effective Income Tax Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Federal statutory taxes | 21.00% | 34.00% | 34.00% |
State income taxes, net of federal tax benefit | 4.00% | 7.30% | 1.30% |
Foreign taxes less than the domestic rate | 0.00% | (1.00%) | (0.20%) |
Permanent differences | (2.90%) | 32.30% | (0.50%) |
Stock compensation benefits | 8.80% | 15.30% | 0.00% |
Nondeductible acquisition costs | 0.00% | 0.00% | (20.00%) |
Change in valuation allowance | (15.30%) | (109.70%) | (14.80%) |
Changes in rates and other true-ups | (1.70%) | 55.00% | 0.30% |
Other | 0.10% | (0.10%) | (0.10%) |
Effective income tax rate | 14.00% | 33.10% | 0.00% |
Note 12 - Income Taxes - Deferr
Note 12 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Federal net operating loss carryforward | $ 53,484 | $ 52,142 |
State loss carryforward | 8,047 | 8,245 |
Goodwill | 10,159 | 11,394 |
Interest expense carryforward | 3,095 | |
Stock-based compensation | 2,629 | 4,053 |
Allowance for doubtful accounts | 425 | 368 |
Accrued expenses | 117 | 14 |
Inventory | 34 | 23 |
Other | 1,642 | 2,497 |
Total gross deferred tax assets | 79,632 | 78,736 |
Deferred tax liabilities: | ||
Fixed assets | (7,374) | (8,972) |
Intangible assets | (1,521) | (16,832) |
Total gross deferred tax liabilities | (8,895) | (25,804) |
Valuation allowance | (70,737) | (61,387) |
Total deferred liability, net | $ (8,455) |
Note 13 - Fair Value Measurem_3
Note 13 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Impairment of Long-Lived Assets to be Disposed of | $ 4,586 | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 60,750 | |||
Property, Plant and Equipment, Net, Ending Balance | 95,627 | 100,692 | ||
Impairment of Long-Lived Assets Held-for-use | 2,405 | |||
Glacier Branded Refill Equipment [Member] | ||||
Property, Plant and Equipment, Net, Ending Balance | 2,934 | |||
Impairment of Long-Lived Assets Held-for-use | 2,405 | |||
Glacier Branded Refill Equipment [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Property, Plant, and Equipment, Fair Value Disclosure | 529 | |||
Trade Names [Member] | Refill [Member] | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 60,750 | |||
Ice Assets [Member] | ||||
Impairment of Long-Lived Assets to be Disposed of | $ 4,586 | 4,586 | ||
Ice Assets, Related to Property and Equipment [Member] | ||||
Impairment of Long-Lived Assets to be Disposed of | 3,786 | |||
Ice Assets, Related to Goodwill [Member] | ||||
Impairment of Long-Lived Assets to be Disposed of | $ 800 | 800 | ||
Glacier Water Services, Inc. [Member] | Trade Names [Member] | Refill [Member] | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 60,750 | |||
Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure | $ 2,150 |
Note 13 - Fair Value Measurem_4
Note 13 - Fair Value Measurements - Assets Measured on a Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets held-for-sale at fair value | $ 5,288 | |
Total assets | 5,288 | $ 3,881 |
Liabilities held-for-sale at fair value | 1,438 | |
Total liabilities | 1,438 | 1,464 |
Investment in Glacier securities | 3,881 | |
Contingent consideration | 1,464 | |
Fair Value, Inputs, Level 1 [Member] | ||
Assets held-for-sale at fair value | ||
Total assets | ||
Liabilities held-for-sale at fair value | ||
Total liabilities | ||
Investment in Glacier securities | ||
Contingent consideration | ||
Fair Value, Inputs, Level 2 [Member] | ||
Assets held-for-sale at fair value | ||
Total assets | 3,881 | |
Liabilities held-for-sale at fair value | ||
Total liabilities | ||
Investment in Glacier securities | 3,881 | |
Contingent consideration | ||
Fair Value, Inputs, Level 3 [Member] | ||
Assets held-for-sale at fair value | 5,288 | |
Total assets | 5,288 | |
Liabilities held-for-sale at fair value | 1,438 | |
Total liabilities | $ 1,438 | 1,464 |
Investment in Glacier securities | ||
Contingent consideration | $ 1,464 |
Note 13 - Fair Value Measurem_5
Note 13 - Fair Value Measurements - Level 3 Fair Value Measurements (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Contingent Consideration [Member] | |
Balance | $ 1,464 |
Change in fair value | (26) |
Reclassification to assets held-for-sale at fair value | |
Reclassification to liabilities held-for-sale at fair value | (1,438) |
Impairment of assets held-for-sale | |
Balance | |
Liabilities Held-for-sale [Member] | |
Balance | |
Change in fair value | |
Reclassification to assets held-for-sale at fair value | |
Reclassification to liabilities held-for-sale at fair value | 1,438 |
Impairment of assets held-for-sale | |
Balance | 1,438 |
Assets Held-for-sale [Member] | |
Balance | |
Change in fair value | |
Reclassification to assets held-for-sale at fair value | 9,874 |
Reclassification to liabilities held-for-sale at fair value | |
Impairment of assets held-for-sale | (4,586) |
Balance | $ 5,288 |
Note 13 - Fair Value Measurem_6
Note 13 - Fair Value Measurements - Impairment Charge on a Nonrecurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Glacier trade name | $ 60,750 | ||
Property and equipment | 2,405 | ||
Fair Value, Measurements, Nonrecurring [Member] | |||
Property and equipment | 2,405 | ||
Fair Value, Measurements, Nonrecurring [Member] | Trade Names [Member] | |||
Glacier trade name | 60,750 | ||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Property and equipment | |||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Trade Names [Member] | |||
Glacier trade name | |||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Property and equipment | |||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Trade Names [Member] | |||
Glacier trade name | |||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Property and equipment | 529 | ||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | Trade Names [Member] | |||
Glacier trade name | $ 2,150 |
Note 14 - Earnings (Loss) Per_3
Note 14 - Earnings (Loss) Per Share (Details Textual) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,335 | 4,365 | 3,070 |
Note 14 - Earnings (Loss) Per_4
Note 14 - Earnings (Loss) Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Basic (loss) earnings per common share: | |||||||||||
Loss from continuing operations | $ (54,847) | $ (6,359) | $ (5,898) | ||||||||
Loss from discontinued operations | (48) | ||||||||||
Net loss | $ 1,730 | $ (58,238) | $ 451 | $ 1,210 | $ 3,031 | $ 4,947 | $ (2,475) | $ (11,862) | $ (54,847) | $ (6,359) | $ (5,946) |
Weighted average shares (in shares) | 37,418 | 33,258 | 28,456 | ||||||||
Basic loss per share from continuing operations (in dollars per share) | $ 0.04 | $ (1.45) | $ 0.01 | $ 0.04 | $ 0.09 | $ 0.15 | $ (0.07) | $ (0.37) | $ (1.47) | $ (0.19) | $ (0.21) |
Basic loss per share from discontinued operations (in dollars per share) | |||||||||||
Basic loss per share (in dollars per share) | $ 0.04 | $ (1.45) | $ 0.01 | $ 0.04 | $ 0.09 | $ 0.15 | $ (0.07) | $ (0.37) | $ (1.47) | $ (0.19) | $ (0.21) |
Diluted (loss) earnings per common share: | |||||||||||
Loss from continuing operations | $ (54,847) | $ (6,359) | $ (5,898) | ||||||||
Loss from discontinued operations | (48) | ||||||||||
Net loss | $ 1,730 | $ (58,238) | $ 451 | $ 1,210 | $ 3,031 | $ 4,947 | $ (2,475) | $ (11,862) | $ (54,847) | $ (6,359) | $ (5,946) |
Weighted average shares (in shares) | 37,418 | 33,258 | 28,456 | ||||||||
Potential shares arising from stock options, restricted stock and warrants (in shares) | |||||||||||
Weighted average shares - diluted (in shares) | 37,418 | 33,258 | 28,456 | ||||||||
Diluted loss per share from continuing operations (in dollars per share) | $ 0.04 | $ (1.45) | $ 0.01 | $ 0.04 | $ 0.09 | $ 0.14 | $ (0.07) | $ (0.37) | $ (1.47) | $ (0.19) | $ (0.21) |
Diluted loss per share from discontinued operations (in dollars per share) | |||||||||||
Diluted loss per share (in dollars per share) | $ 0.04 | $ (1.45) | $ 0.01 | $ 0.04 | $ 0.09 | $ 0.14 | $ (0.07) | $ (0.37) | $ (1.47) | $ (0.19) | $ (0.21) |
Note 15 - Segments (Details Tex
Note 15 - Segments (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Operating Segments | 3 | ||
U.S. Operations in Net Sales, Percentage | 97.20% | 97.20% | 95.50% |
Canadian Operations in Net Sales, Percentage | 2.80% | 2.80% | 4.50% |
U.S. Operations in Property and Equipment, Percentage | 96.80% | 96.30% | |
Canadian Operations in Property and Equipment, Percentage | 3.20% | 3.70% | |
Goodwill, Ending Balance | $ 91,814 | $ 92,934 | $ 91,709 |
Asset Impairment Charges, Total | $ 68,397 | $ (99) | $ 749 |
Number of Reportable Segments | 3 | ||
Refill [Member] | |||
Asset Impairment Charges, Total | $ 67,741 |
Note 15 - Segments - Segment In
Note 15 - Segments - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment net sales | |||||||||||
Segment net sales | $ 70,881 | $ 81,770 | $ 75,802 | $ 73,659 | $ 68,312 | $ 82,207 | $ 74,817 | $ 60,737 | $ 302,112 | $ 286,074 | $ 142,541 |
Segment (loss) income from operations | |||||||||||
Segment income (loss) from operations | $ 4,238 | $ (58,184) | $ 6,838 | $ 4,771 | $ 4,206 | $ 10,551 | $ 2,733 | $ (3,454) | (42,337) | 14,036 | (115) |
Special items | (762) | (7,860) | (4,753) | ||||||||
Depreciation and amortization | (24,562) | (26,698) | (10,541) | ||||||||
Impairment charges and other | (68,397) | 99 | (749) | ||||||||
Depreciation and amortization expense: | |||||||||||
Depreciation and amortization | 24,562 | 26,698 | 10,541 | ||||||||
Capital expenditures: | |||||||||||
Capital expenditures | 23,498 | 20,600 | 12,520 | ||||||||
Refill [Member] | |||||||||||
Segment net sales | |||||||||||
Segment net sales | 174,996 | 173,241 | 33,730 | ||||||||
Exchange [Member] | |||||||||||
Segment net sales | |||||||||||
Segment net sales | 78,072 | 72,101 | 68,850 | ||||||||
Dispensers [Member] | |||||||||||
Segment net sales | |||||||||||
Segment net sales | 49,044 | 40,732 | 39,961 | ||||||||
Operating Segments [Member] | Refill [Member] | |||||||||||
Segment net sales | |||||||||||
Segment net sales | 174,996 | 173,241 | 33,730 | ||||||||
Segment (loss) income from operations | |||||||||||
Segment income (loss) from operations | 51,135 | 47,146 | 14,596 | ||||||||
Depreciation and amortization | (16,912) | (20,229) | (5,160) | ||||||||
Depreciation and amortization expense: | |||||||||||
Depreciation and amortization | 16,912 | 20,229 | 5,160 | ||||||||
Capital expenditures: | |||||||||||
Capital expenditures | 13,331 | 11,765 | 5,884 | ||||||||
Operating Segments [Member] | Exchange [Member] | |||||||||||
Segment net sales | |||||||||||
Segment net sales | 78,072 | 72,101 | 68,850 | ||||||||
Segment (loss) income from operations | |||||||||||
Segment income (loss) from operations | 22,663 | 21,434 | 20,506 | ||||||||
Depreciation and amortization | (6,821) | (5,731) | (4,851) | ||||||||
Depreciation and amortization expense: | |||||||||||
Depreciation and amortization | 6,821 | 5,731 | 4,851 | ||||||||
Capital expenditures: | |||||||||||
Capital expenditures | 8,692 | 8,009 | 5,936 | ||||||||
Operating Segments [Member] | Dispensers [Member] | |||||||||||
Segment net sales | |||||||||||
Segment net sales | 49,044 | 40,732 | 39,961 | ||||||||
Segment (loss) income from operations | |||||||||||
Segment income (loss) from operations | 3,710 | 3,469 | 3,097 | ||||||||
Depreciation and amortization | (188) | (186) | (157) | ||||||||
Depreciation and amortization expense: | |||||||||||
Depreciation and amortization | 188 | 186 | 157 | ||||||||
Capital expenditures: | |||||||||||
Capital expenditures | 94 | 158 | 146 | ||||||||
Corporate, Non-Segment [Member] | |||||||||||
Segment (loss) income from operations | |||||||||||
Segment income (loss) from operations | (26,124) | (23,554) | (22,271) | ||||||||
Depreciation and amortization | (641) | (552) | (373) | ||||||||
Depreciation and amortization expense: | |||||||||||
Depreciation and amortization | 641 | 552 | 373 | ||||||||
Capital expenditures: | |||||||||||
Capital expenditures | $ 1,381 | $ 668 | $ 554 |
Note 15 - Segments - Identifiab
Note 15 - Segments - Identifiable Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Identifiable assets | $ 320,128 | $ 383,753 |
Operating Segments [Member] | Refill [Member] | ||
Identifiable assets | 268,427 | 343,513 |
Operating Segments [Member] | Exchange [Member] | ||
Identifiable assets | 24,444 | 23,296 |
Operating Segments [Member] | Dispensers [Member] | ||
Identifiable assets | 20,523 | 12,486 |
Corporate, Non-Segment [Member] | ||
Identifiable assets | $ 6,734 | $ 4,458 |
Note 16 - Supplemental Cash F_3
Note 16 - Supplemental Cash Flow Information - Condensed Supplemental Information (Details) - USD ($) $ in Thousands | Dec. 12, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash paid for interest | $ 19,398 | $ 20,064 | $ 5,317 | |
Noncash investing and financing activities: | ||||
Assets acquired under capital leases | 1,290 | 1,314 | 523 | |
Accrued capital expenditures | 945 | 425 | 415 | |
Glacier Water Services, Inc. [Member] | Warrants Issued [Member] | ||||
Noncash investing and financing activities: | ||||
Warrants issued in connection with Glacier acquisition | $ 8,420 | 8,420 | ||
Glacier Water Services, Inc. [Member] | Common Stock [Member] | ||||
Noncash investing and financing activities: | ||||
Warrants issued in connection with Glacier acquisition | $ 36,767 | $ 36,767 |
Note 17 - Employee Retirement_2
Note 17 - Employee Retirement Savings Plan (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Contribution Plan, Employee Contribution Vesting Percentage | 100.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Annual Vesting Percentage | 25.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 4 years | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 50.00% | ||
Defined Benefit Plan, Maximum Employee Contribution Percentage, Eligible for Matching by Employer | 6.00% | ||
Defined Contribution Plan, Employer Contribution Percentage, Contingent Upon Company Performance | 50.00% | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 510 | $ 600 | $ 208 |
Note 18 - Selected Quarterly _3
Note 18 - Selected Quarterly Financial Information (Unaudited) - Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net sales | $ 70,881 | $ 81,770 | $ 75,802 | $ 73,659 | $ 68,312 | $ 82,207 | $ 74,817 | $ 60,737 | $ 302,112 | $ 286,074 | $ 142,541 |
Total operating costs and expenses | 66,643 | 139,954 | 68,964 | 68,888 | 64,106 | 71,656 | 72,084 | 64,191 | 344,449 | 272,038 | 142,656 |
Segment income (loss) from operations | 4,238 | (58,184) | 6,838 | 4,771 | 4,206 | 10,551 | 2,733 | (3,454) | (42,337) | 14,036 | (115) |
Net loss | $ 1,730 | $ (58,238) | $ 451 | $ 1,210 | $ 3,031 | $ 4,947 | $ (2,475) | $ (11,862) | $ (54,847) | $ (6,359) | $ (5,946) |
Income (loss) from continuing operations (in dollars per share) | $ 0.04 | $ (1.45) | $ 0.01 | $ 0.04 | $ 0.09 | $ 0.15 | $ (0.07) | $ (0.37) | $ (1.47) | $ (0.19) | $ (0.21) |
Loss from discontinued operations (in dollars per share) | |||||||||||
Net income (loss) (in dollars per share) | 0.04 | (1.45) | 0.01 | 0.04 | 0.09 | 0.15 | (0.07) | (0.37) | (1.47) | (0.19) | (0.21) |
Income (loss) from continuing operations (in dollars per share) | 0.04 | (1.45) | 0.01 | 0.04 | 0.09 | 0.14 | (0.07) | (0.37) | (1.47) | (0.19) | (0.21) |
Loss from discontinued operations (in dollars per share) | |||||||||||
Net income (loss) (in dollars per share) | $ 0.04 | $ (1.45) | $ 0.01 | $ 0.04 | $ 0.09 | $ 0.14 | $ (0.07) | $ (0.37) | $ (1.47) | $ (0.19) | $ (0.21) |