Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 04, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Swisher Hygiene Inc. | |
Entity Central Index Key | 1,504,747 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 17,675,220 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Other assets | $ 91 | $ 911 |
Current assets held for sale | 31,769 | 43,790 |
Total current assets | 31,860 | 44,701 |
Other noncurrent assets | 177 | 203 |
Noncurrent assets held for sale | 32,299 | 68,295 |
Total assets | 64,336 | 113,199 |
Current liabilities | ||
Accounts payable | 325 | 508 |
Accrued payroll and benefits | 24 | 576 |
Accrued expense | 3,187 | 1,249 |
Long-term debt and obligations due within one year | 616 | 1,790 |
Line of credit | 3,699 | 0 |
Liabilities held for sale | 17,932 | 21,979 |
Total current liabilities | 25,783 | 26,102 |
Long-term debt and obligations | 720 | 1,077 |
Other long-term liabilities | 3,276 | 3,341 |
Long-term liabilities held for sale | 1,268 | 1,389 |
Total noncurrent liabilities | 5,264 | 5,807 |
Equity | ||
Preferred stock, par value $0.001, authorized 10,000,000 shares; no shares issued and outstanding at September 30, 2015 and December 31, 2014 | 0 | 0 |
Common stock, par value $0.001, authorized 600,000,000 shares; 17,659,743 shares and 17,612,278 shares issued and outstanding at September 30, 2015 and December 31, 2014 | 18 | 18 |
Additional paid-in capital | 390,243 | 389,942 |
Accumulated deficit | (355,665) | (307,363) |
Accumulated other comprehensive loss | (1,307) | (1,307) |
Total equity | 33,289 | 81,290 |
Total liabilities and equity | $ 64,336 | $ 113,199 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Swisher Hygiene Inc. stockholders' equity | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 17,659,743 | 17,612,278 |
Common stock, shares outstanding | 17,659,743 | 17,612,278 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue | ||||
Total revenue | ||||
Costs and expenses | ||||
Selling, general, and administrative expenses | $ (2,507) | $ (1,177) | $ (6,407) | $ (5,063) |
Total costs and expenses | (2,507) | (1,177) | (6,407) | (5,063) |
Other expense, net | (2,083) | (33) | (2,170) | (106) |
Loss from continuing operations before income taxes | (4,590) | (1,210) | (8,577) | (5,169) |
Income tax benefit | 0 | 0 | 0 | 0 |
Loss from continuing operations | (4,590) | (1,210) | (8,577) | (5,169) |
Discontinued operations | ||||
Loss from discontinued operations | (27,257) | (6,622) | (39,767) | (31,624) |
Income tax benefit | 66 | 55 | 43 | 78 |
Loss on discontinued operations | (27,191) | (6,567) | (39,724) | (31,546) |
Net Loss | (31,781) | (7,777) | (48,301) | (36,715) |
Comprehensive loss | ||||
Foreign currency translation adjustment | 19 | (21) | 0 | (20) |
Comprehensive loss | $ (31,762) | $ (7,798) | $ (48,301) | $ (36,735) |
Loss per share | ||||
Basic and diluted (Continuing operations) | $ (0.26) | $ (0.07) | $ (0.48) | $ (0.29) |
Basic and diluted (discontinued operations) | (1.53) | (0.37) | (2.24) | (1.79) |
Basic and diluted | $ (1.79) | $ (0.44) | $ (2.72) | $ (2.08) |
Weighted-average common shares used in the computation of loss per share | ||||
Basic and diluted | 17,752,944 | 17,703,886 | 17,754,875 | 17,696,221 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net loss | $ (48,301) | $ (36,715) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Net loss from discontinued operations, net of tax | 39,724 | 31,546 |
Accounts payable, accrued expense and other current liabilities | (3,364) | 822 |
Other assets and non-current assets | 846 | 983 |
Net cash used in operating activities of continuing operations | (6,594) | (3,364) |
Net cash used in operating activities of discontinued operations | (4,765) | (4,282) |
Cash used in operating activities | (11,359) | (7,646) |
Investing activities | ||
Net cash provided by investing activities of discontinued operations | 2,811 | 706 |
Cash provided by investing activities | 2,811 | 706 |
Financing activities | ||
Principal payments on debt | (1,531) | (2,516) |
Proceeds from line of credit, net of issuance costs | 40,485 | 0 |
Payments on line of credit | (36,786) | 0 |
Net cash provided by (used in) financing activities of continuing operations | 2,168 | (2,516) |
Net cash provided by (used in) financing activities of discontinued operations | 245 | (1,830) |
Cash provided by (used in) financing activities | 2,413 | (4,346) |
Net decrease in cash and cash equivalents for continuing operations | (4,426) | (5,880) |
Net increase (decrease) in cash and cash equivalents for discontinued operations | (1,709) | (5,406) |
Net decrease in cash and cash equivalents | (6,135) | (11,286) |
Cash and cash equivalents at the beginning of the period | $ 7,233 | $ 21,465 |
Cash and cash equivalents at the beginning of the period for discontinued operations | ||
Cash and cash equivalents at end of period | $ 1,098 | $ 10,179 |
Cash and cash equivalents at the end of the period for continuing operations |
1. BASIS OF PRESENTATION
1. BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (SEC) and therefore do not contain all of the information and notes required by GAAP and the SEC for annual financial statements. The Company's Condensed Consolidated Financial Statements reflect all adjustments that management believes are necessary for the fair presentation of their financial position, results of operations, comprehensive loss and cash flows for the periods presented. The information at December 31, 2014 in the Company's Condensed Consolidated Balance Sheets included in this quarterly report was derived from the audited Consolidated Balance Sheet included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on April 1, 2015. The Company's 2014 Annual Report on Form 10-K is referred to in this quarterly report as the 2014 Annual Report. This quarterly report should be read in conjunction with the 2014 Annual Report. Intercompany balances and transactions have been eliminated in consolidation. Tabular information, other than share and per share data, is presented in thousands of dollars. Reclassification of prior year amounts have been made for consistency with the current period presentation. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. The Company's significant accounting policies are discussed in Note 1 of the Notes to Consolidated Financial Statements in our 2014 Annual Report. There have been no significant changes to those policies. On August 13, 2015, Swisher Hygiene Inc. announced that it had agreed to sell the stock of its wholly owned U.S. subsidiary Swisher International, Inc. and other assets relating to Swisher Hygiene Inc's U.S. operations, which comprise all of the Companys remaining operating interests, to Ecolab Inc ("Ecolab") . Newly Issued Accounting Pronouncements In April, 2014, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity In August, 2015, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2015-14 ASU No. 2014-09, Revenue from Contracts with Customers In August 2014, the Financial Accounting Standards Board issued ASU Update No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. In July, 2015, the FASB issued Accounting Standards Update ASU No. 2015-11, Simplifying the Measurement of Inventory |
2. DISCONTINUED OPERATIONS AND
2. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE | Discontinued Operations As described in Note 1, "Basis of Presentaion," on August 13, 2015, Swisher Hygiene Inc. announced that it had agreed to sell the stock of its wholly owned U.S. subsidiary Swisher International, Inc. and other assets relating to Swisher Hygiene Inc's U.S. operations, which comprise all of the Companys remaining operating interests, to Ecolab. At closing, Ecolab paid the closing purchase price of approximately $40.5 million, less a $2 million holdback to address working capital and other adjustments in accordance with the agreement governing the Sale Transaction. As a result, the Company recorded an impairment charge at August 31, 2015 for $22.6 million as discussed in Note 2, " Discontinued Operations and Assets Held for Sale Goodwill and Other Intangible Assets In accordance with the criteria specified in ASC 205, Presentation of Financial Statements and ASC 360, Property, Plant and Equipment September 30, December 31, Assets Held for Sale 2015 2014 Current assets: Cash and cash equivalents $ 1,098 $ 7,233 Restricted cash 231 231 Accounts receivable 14,730 18,751 Inventory 13,161 15,426 Deferred tax asset 492 534 Other current assets 2,057 1,615 Total current assets 31,769 43,790 Property and equipment 17,258 37,037 Intangibles 13,602 29,446 Other noncurrent assets 1,439 1,812 Total noncurrent assets 32,299 68,295 Total Assets $ 64,068 $ 112,085 September 30, December 31, Liabilities Held for Sale 2015 2014 Current liabilities: Accounts payable 9,298 13,119 Accrued payroll and benefits 1,415 2,893 Accrued expenses 6,849 5,873 Short-term obligations 370 94 Total current liabilities 17,932 21,979 Deferred tax liabilities 492 558 Long-term obligations 776 831 Total noncurrent liabilities 1,268 1,389 Total liabilities $ 19,200 $ 23,368 The following table summarizes the results of discontinued operations for the three and nine months ended September 30, 2015 and 2014: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenue $ 41,370 $ 49,650 $ 130,046 $ 147,900 Cost of sales 20,012 22,671 60,680 67,456 Route expense 10,794 13,192 34,116 38,153 Selling, general and administrative 12,227 15,180 40,695 48,198 Depreciation and amortization 3,728 5,044 12,847 15,577 Impairments 22,641 - 22,807 8,810 Other (income) expenses (775 ) 185 (1,332 ) 1,330 Income tax benefit (66 ) (55 ) (43 ) (78 ) Net loss from discontinued operations $ (27,191 ) $ (6,567 ) $ (39,724 ) $ (31,546 ) Assets Held For Sale In accordance with ASC 360, Property, Plant and Equipment During 2014, the Company updated its estimates of the fair value of certain linen routes and operations to reflect various events that occurred during the period. The cumulative impairment loss for the nine months ended September 30, 2014 was $3.0 million, of which $1.9 million was attributable to a reduction in the estimate of net sale proceeds for a linen processing operation. The factors driving the $1.9 million reduction were the cancellation notifications, received from three major customers, resulting in a significant loss of forecasted revenue; and the operations 2014 year-to-date loss which was in excess of the Companys estimates. The Company made the decision to close this linen processing operation and the fair value was written down to zero. During the first quarter of 2015, the Company completed the sale of equipment of this closed operation classified as asset held for sale, resulting in the net receipt of $0.3 million in cash and a $0.3 million gain. The gain is included in Other income (expense), net as part of discontinued operations in the Condensed Consolidated Statements of Operations and Comprehensive Loss. During March 2015, the Board of Directors of the Company approved a resolution to sell the Companys remaining linen operation. In accordance with ASC 360, Property, Plant and Equipment, For the three and nine months ended September 30, 2015, linen related revenue attributable to the assets held for sale and sold linen assets was $0.0 million and $2.3 million, respectively, and $0.7 million and $3.1 million for the three and nine months ended September 30, 2014, respectively. The 2014 annual revenue was $9.6 million attributable to the assets held for sale and sold linen assets. As described in Note 1, "Basis of Presentation," on October 15, 2015 at the Company's Annual Meeting of Stockholders, the sale of the stock of the Company's wholly owned U.S. subsidiary Swisher International, Inc. and other assets relating to its U.S. operations, which comprise all of the Companys remaining operating interests, to Ecolab was approved, and the Sale Transaction was completed on November 2, 2015, with an effective date of November 1, 2015. In accordance with the criteria specified in ASC 360, Property, Plant and Equipment, As a result of the Sale Transaction, the Company performed an impairment analysis of its long-lived assets in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets, and an impairment analysis on intangible assets in accordance with ASC 350, Intangible-Goodwill and Other, |
3. GOODWILL AND OTHER INTANGIBL
3. GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | The Companys accounting policy is to perform an annual impairment test in the fourth quarter or more frequently whenever events or circumstances indicate that the carrying value of intangible assets may not be recoverable. On a quarterly basis, we monitor the key drivers of fair value to detect the existence of indicators or changes that would warrant an interim impairment test for our intangible assets. Goodwill was fully impaired in the second quarter of 2014 with a non-cash charge of $5.8 million. The Company performed an assessment of its proprietary chemical formulas in the quarter ended June 30, 2015 because of initiatives throughout the organization to reduce the number of active stock keeping units. Upon completion of the assessment and impairment testing, it was determined that the fair value of formulas was lower than the net book value, resulting in an impairment charge of $0.2 million for the quarter ended June 30, 2015. As described above, on October 15, 2015 at the Company's Annual Meeting of Stockholders, the sale of the stock of the Company's wholly owned U.S. subsidiary Swisher International, Inc. and other assets relating to its U.S. operations, which comprise all of the Companys remaining operating interests, to Ecolab was approved, and the Sale Transaction was completed on November 2, 2015, with an effective date of November 1, 2015. As a result of the Sale Transaction, the Company performed an impairment analysis of its long-lived assets in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets, Amortization expense on finite lived intangible assets for the three months ended September 30, 2015 and 2014 was $1.6 and $1.9 million, respectively, and for the nine months ended September 30, 2015 and 2014 was $4.9 million and $5.0 million, respectively. |
4. INVENTORY
4. INVENTORY | 9 Months Ended |
Sep. 30, 2015 | |
Inventory, Net [Abstract] | |
INVENTORY | Inventory, net of reserves, which are included in assets held for sale as of September 30, 2015 and December 31, 2014 consisted of the following: September 30, December 31, 2015 2014 Finished goods $ 10,308 $ 12,286 Raw materials 2,383 2,780 Work in process 470 360 Total $ 13,161 $ 15,426 |
5. EQUITY
5. EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
EQUITY | On May 15, 2014, the reverse stock split of the Companys issued and outstanding common stock at a ratio of one-for-ten was approved by the Companys stockholders (the "Reverse Stock Split"). The Reverse Stock Split became effective June 3, 2014, pursuant to a Certificate of Amendment to the Companys Amended and Restated Certificate of Incorporation filed with the State of Delaware. The Company is authorized in its Amended and Restated Certificate of Incorporation to issue up to a total of 600,000,000 shares of common stock at a par value of $.001 per share and 10,000,000 shares of preferred stock at a par value of $.001 per share. The Companys common stock continues to trade on the Nasdaq Capital Market under the symbol SWSH under a new CUSIP number. In the Condensed Consolidated Balance Sheets, the Equity section has been retroactively adjusted to reflect the Reverse Stock Split for all periods presented by reducing the line item Common stock and increasing the line item Additional paid-in capital, with no change to Equity in the aggregate. Changes in equity for the nine months ended September 30, 2015 consisted of the following: Balance at December 31, 2014 $ 81,290 Stock based compensation 305 Payments to cover RSU's (5 ) Net loss (48,301 ) Balance at September 30, 2015 $ 33,289 Comprehensive Loss A summary of the changes in the components of accumulated other comprehensive loss for the nine months ended September 30, 2015 is provided below: Foreign Currency Translation Adjustment Employee Benefit Plan Adjustment, Net of Tax Accumulated Other Comprehensive Loss Balance at December 31, 2014 $ (125 ) $ (1,182 ) $ (1,307 ) Current period other comprehensive income - - - Balance at September 30, 2015 $ (125 ) $ (1,182 ) $ (1,307 ) |
6. DEBT AND OTHER OBLIGATIONS
6. DEBT AND OTHER OBLIGATIONS | 9 Months Ended |
Sep. 30, 2015 | |
Long-term Debt, Unclassified [Abstract] | |
DEBT AND OTHER OBLIGATIONS | Short-term Debt On August 29, 2014, the Company entered into a $20.0 million revolving credit facility, through the execution of a Loan and Security Agreement, by and among the Company, as Guarantor, and certain subsidiaries of the Company and collectively, as Borrower, and Siena Lending Group LLC, as Lender (the Credit Facility). The Credit Facility matures on August 29, 2017. Interest on borrowings under the Credit Facility will accrue at the Base Rate plus 2.00% and will be payable monthly. Base Rate is defined as the greater of (1) the Prime Rate, (2) the Federal Funds Rate plus 0.50%, or (3) 3.25%. Borrowings and availability under the Credit Facility are subject to a borrowing base and limitations, and compliance with other terms specified in the agreement. Borrowings under the Credit Facility are secured by a first priority lien on certain of the Companys and its subsidiaries assets. The calculated borrowing base as of September 30, 2015 was $10.2 million, of which $4.1 million was outstanding under letters of credit, $3.7 million was outstanding under borrowings and $2.5 million was unused. The Credit Facility contains certain customary representations and warranties, and certain customary covenants on the Companys ability to, among other things, incur additional indebtedness, create liens or other encumbrances, sell or otherwise dispose of assets, and merge or consolidate with other entities or enter into a change of control transaction. The Credit Facility contains various events of default and certain cash management and reporting requirements. The Company has met all required covenants under the Credit Facility as of September 30, 2015. Long-term Debt September 30, December 31, 2015 2014 Notes payable $ 990 $ 1,193 Convertible promissory notes, 4.0%: maturing at various dates through 2016 346 832 Capitalized lease obligations and other financing 448 1,044 Total debt and obligations 1,784 3,069 Long-term debt and obligations due within one year from continuing operations $ 616 $ 1,790 Long-term debt and obligations due within one year from discontinued operations $ 370 $ 94 Long-term debt and obligations from continuing operations $ 720 $ 1,077 Long-term debt and obligations from discontinued operations $ 78 $ 108 Interest on notes payable is 3.7% and such notes mature in 2019. At the Companys election, the Company may settle, at any time prior to and including the maturity date, any portion of the outstanding convertible promissory notes principal balance of $0.3 million, plus accrued interest, in a combination of cash and shares of common stock. To the extent that the Companys common stock is part of such settlement, the settlement price is the most recent closing price of the Companys common stock on the trading day prior to the date of settlement. Although none of these notes have been settled to date with shares, if all notes outstanding at September 30, 2015 were to be settled with shares the Company would issue 329,832 shares of common stock based on the per share value at September 30, 2015. The Company has entered into capitalized lease obligations with third party finance companies to finance the cost of certain equipment. As of September 30, 2015, and December 31, 2014, these obligations bore interest at rates ranging between 4.0% and 18.4%, and are part of liabilities held for sale. The fair value of the Company's debt is estimated based on the current borrowing rates available to the Company for bank loans with similar terms and maturities, and approximates the carrying value of these liabilities. The details of other long-term liabilities are: September 30, 2015 December 31, 2014 CoolBrands defined benefit pension plan $ 1,447 $ 1,487 Honeycrest Holdings, Ltd. litigation reserve 1,667 1,667 Other 162 187 $ 3,276 $ 3,341 |
7. OTHER INCOME (EXPENSE), NET
7. OTHER INCOME (EXPENSE), NET | 9 Months Ended |
Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE), NET | Other income (expense) for the three and nine months ended September 30, 2015 and 2014 included in continuing operations are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Interest expense $ (83 ) $ (33 ) $ (170 ) $ (106 ) Other (2,000 ) - (2,000 ) - Total other income (expense), net $ (2,083 ) $ (33 ) $ (2,170 ) $ (106 ) Other expense consists of the $2.0 million fine paid to the United States of America, pursuant to the terms of a Deferred Prosecution Agreement between the Company and the United States Attorney's Office for the Western District of North Carolina ("USAO") as described in Note 12 under "Other Matters." Other income (expense) for the three and nine months ended September 30, 2015 and 2014 included in discontinued operations are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Interest income $ - $ 1 $ - $ 8 Interest expense (53 ) (46 ) (163 ) (196 ) Foreign currency (448 ) (4 ) (619 ) (104 ) Other 1,276 (136 ) 2,114 (1,038 ) Total other income (expense), net $ 775 $ (185 ) $ 1,332 $ (1,330 ) As described in Note 2, Discontinued Operations and Assets Held for Sale, Other for the three and nine months ended September 30, 2015, primarily consists of a $1.2 and $2.1 million gain related to sold operations, and for the three and nine months ended September 30, 2014, primarily represents a $0.1 million and $1.0 million loss related to the sale of assets held for sale. |
8. SUPPLEMENTAL CASH FLOW INFOR
8. SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | The following table presents supplemental cash flow information for the nine months ended September 30, 2015 and 2014, including continuing and discontinued operations as follows: Nine Months Ended September 30, 2015 2014 Cash paid for income taxes $ 5 $ 93 Cash paid for interest 344 $ 302 Cash received from interest - $ 8 |
9. LOSS PER SHARE
9. LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | Basic net loss attributable to common stockholders per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Shares of common stock underlying outstanding stock options of which the market price of the common stock is higher than the exercise price of the related stock awards and unvested restricted stock units of 0 and 19,857 were not included in the computation of diluted loss per share for the nine months ended September 30, 2015 and 2014, respectively, since their inclusion would be anti-dilutive. |
10. INCOME TAXES
10. INCOME TAXES | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | In projecting the Companys income tax expense for 2015, management has concluded that it is not more likely than not that the Company will realize the benefit of its deferred tax assets and as a result a full valuation allowance will be required as of December 31, 2015. Therefore, the Company has not recognized a tax benefit as it relates to the current loss for the period ended September 30, 2015. For the three month and nine months ended September 30, 2015, the Company has recorded an estimate for income taxes based on the Companys projected income tax expense for the five month period ending December 31, 2015. The Companys tax provision has an unusual relationship to pretax loss mainly because of the existence of a full deferred tax asset valuation allowance. This circumstance generally results in a zero net tax provision since the income tax expense or benefit that would otherwise be recognized is offset by the change to the valuation allowance. However, tax expense recorded in the first and second quarters of 2015 included the accrual of income tax expense related to an additional valuation allowance in connection with the tax amortization of the Companys indefinite-lived intangible assets that was not available to offset existing deferred tax assets (termed a naked credit). Specifically, the Company does not consider the deferred tax liabilities related to indefinite lived intangible assets when determining the need for a valuation allowance. For the year ended December 31, 2014, there was a deferred tax liability associated with excess book over tax tradenames as it relates to the U.S. subsidiary of the Company. As tradenames are considered to be an indefinite lived intangibles, this associated deferred tax liability is not allowed to be netted with other deferred tax assets in determining the need for a valuation allowance. This resulted in an overall net deferred tax liability after applying the valuation allowance. Due to the impairment of tradenames for book purposes in the third quarter of 2015, a deferred tax asset now exists related to tradenames for the U.S. subsidiary. Given the change from 2014 to 2015 from a deferred tax liability to a deferred tax asset, a tax benefit for 2015 was recognized. |
11. RELATED PARTY TRANSACTIONS
11. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | The Company paid fees for training course development and utilization of the delivery platform from a company, the majority of which is owned by a partnership in which a significant shareholder, former director and three former executives of the Company have a controlling interest. Fees paid during the three and nine months ended September 30, 2015 and 2014 were less than $0.1 million. As discussed further below in Note 12, Commitments and Contingencies, the Company entered into a Manufacturing and Supply Agreement (the Cavalier Agreement) with a plant in connection with its acquisition of Sanolite in July 2011. The Cavalier Agreement was terminated in September 2014, pursuant to the terms of the agreement. In connection with the acquisition in 2011, two of the owners of both Sanolite and the manufacturing plant became Company employees. There were no purchases, pursuant to the Cavalier Agreement, for the three and nine months ended September 30, 2015 and $1.8 million and $4.9 million for the three and nine months ending September 30, 2014, respectively. At September 30, 2015, there were no balances included in accounts payable due to this entity, and at December 31, 2014, the Company had $0.3 million included in accounts payable due to this entity. As described in Note 12, the transactions pursuant to the Cavalier Agreement were considered to be conducted at the going market prices for such products. The Company is obligated to make lease payments pursuant to certain real property and equipment lease agreements with employees that were former owners of acquired companies. Such lease payments made during the three months ended September 30, 2015 and 2014 were $0.2 million and $0.2 million, respectively, and for the nine months ended September 30, 2015 and 2014 were $0.5 million and $0.7 million, respectively. |
12. COMMITMENTS AND CONTINGENCI
12. COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Guarantees In connection with a distribution agreement entered into in December 2010, the Company provided a guarantee that the distributors operating cash flows associated with the agreement would not fall below certain agreed-to minimums, subject to certain pre-defined conditions, over the ten year term of the distribution agreement. If the distributors annual operating cash flow does fall below the agreed-to annual minimums, the Company will reimburse the distributor for any such short fall up to a pre-designated amount. No value was assigned to the fair value of the guarantee at September 30, 2015 and December 31, 2014, based on a probability assessment of the projected cash flows. Management currently does not believe that it is probable that any amounts will be paid under this agreement and thus there is no amount accrued for the guarantee in the Condensed Consolidated Financial Statements. This liability would be considered a Level 3 financial instrument given the unobservable inputs used in the projected cash flow model. Upon closing of the sales transaction completed on November 2, 2015, the Company no longer has this liability. As discussed above in Note 11, Related Party Transactions, the Company entered into the Cavalier Agreement. The agreement, which was scheduled to expire on December 31, 2012, was extended for an additional two year period with an automatic 18-month renewal term and a six month termination provision. The agreement provides for pricing adjustments, up or down, on the first of each month based on the vendors actual average product costs incurred during the prior month. Additional product payments made by the Company due to the vendors pricing adjustment as a result of this agreement have not been significant and have not represented costs materially above the going market price for such product. The Cavalier Agreement was terminated in September 2014 pursuant to the terms of the agreement. LEGAL MATTERS We may be involved in litigation from time to time in the ordinary course of business. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our business, financial condition or results of operations. However, the results of these matters cannot be predicted with certainty and no assurance can be given that the ultimate resolution of any legal or administrative proceedings or disputes will not have a material adverse effect on our business, financial condition and results of operations. Securities Litigation On May 21, 2012, a stockholder derivative action was brought against the Company's former CEO and former CFO and the Company's then directors for alleged breaches of fiduciary duty by a purported Company stockholder in the United States District Court for the Southern District of New York. In this derivative action, captioned Arsenault v. Berrard, et al. On August 13, 2012, the Arsenault derivative action, along with a related putative securities class action pending in the Southern District of New York, was transferred to the United States District Court for the Western District of North Carolina where other related putative securities class actions were pending. All actions were consolidated under the caption In re Swisher Hygiene, Inc. Securities and Derivative Litigation On August 6, 2014, following a hearing, the Western District of North Carolina approved a settlement of the securities class actions, and issued an Order and Final Judgment that, among other things, dismissed the securities class actions pending in the United States with prejudice and provided for full and complete releases to defendants. The Arsenault derivative action is still pending. On June 11, 2013, an individual action was filed in the United States District Court for the Southern District of Florida captioned Miller, et al. v. Swisher Hygiene, Inc., et al. On September 8, 2015, a lawsuit seeking to be certified as a class action ( Paul Berger v. Swisher Hygiene Inc., et al., Case No. 2015 CH 13325 (Ill. Cir. Ct. Cook Co.) On September 11, 2015, a derivative lawsuit ( Malka Raul v. Swisher Hygiene Inc. et al., Case No. 15-CVS-16703 (Superior Court, Mecklenburg County, North Carolina) Other Matters On October 7, 2015, the Company entered into a Deferred Prosecution Agreement (the DPA) with the USAO relating to the USAOs investigation of the Companys accounting practices. Under the terms of the DPA, the USAO filed, but deferred prosecution of, a criminal information charging Swisher Hygiene Inc. with conspiracy to commit securities fraud and other charges relating to the Companys accounting and financial reporting practices reflected in the Company's originally filed Quarterly Reports on Form 10-Q for the periods ended March 31, 2011, June 30, 2011, and September 30, 2011. Pursuant to the DPA, the Company agreed to pay a $2 million fine to the USAO payable in four annual installments of $500,000 each if the Company is financially able to do so. Pursuant to the terms of the DPA, the fine became immediately due and payable in full on November 2, 2015 upon a change in control of the Company. As a result, the fine was paid in full upon the closing of the Sale Transaction, and was accrued at September 30, 2015 in other expenses. The Company has been contacted by the staff of the Atlanta Regional Office of the SEC after the Company's March 28, 2012 public announcement of the Audit Committee's internal review and the delays in filing its periodic reports. The Company has been asked to make certain individuals available and to provide certain information about these matters to the SEC. The Company is fully cooperating with the SEC. Any action by the SEC or other government agency could result in fines and/or criminal or civil sanctions against the Company and/or certain of its current or former officers, directors or employees. |
13. SUBSEQUENT EVENTS
13. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On November 2, 2015, the Company completed the Sale Transaction. At closing, Ecolab paid the closing purchase price of approximately $40.5 million, less a $2 million holdback to address working capital and other adjustments in accordance with the agreement governing the Sale Transaction (the Agreement). The closing purchase price proceeds received by the Company were reduced to pay (i) a $2.0 million fine pursuant to the terms of the DPA; (ii) indebtedness of the Company of approximately $5.7 million; (iii) a deposit securing letters of credit of approximately $1.6 million; (iv) certain transaction fees of approximately $1.2 million; and (v) other accrued and post-closing obligations that survived the transaction. Following the closing of the Sale Transaction, the Company will use the remaining balance of proceeds from the Sale Transaction to pay ongoing corporate and administrative costs and expenses associated with winding down the Company, should the Board of Directors decide to proceed with the Plan of Dissolution, liabilities and potential liabilities relating to or arising out of pension plan obligations to employees of its predecessor, outstanding litigation matters of the Company, including but not limited to pending stockholder litigation related to the Sale Transaction, and potential liabilities relating to the Company's indemnification obligations, if any, to Ecolab pursuant to the Agreement, or to current and former officers and directors pursuant to the Company's bylaws and certificate of incorporation (collectively, the "On-going Obligations"). As a result of the On-going Obligations, if the Board of Directors determines to proceed with the Plan of Dissolution and Complete Liquidation, which plan was approved by the Company's stockholders at its Annual Meeting on October 15, 2015, the Company believes the value of its remaining assets that will ultimately be available for distribution to stockholders, if any distribution is made, will be significantly and materially less, in the aggregate, than the proceeds received in the Sale Transaction. The Company can neither estimate nor provide any assurance regarding amounts to be distributed to stockholders if the Board of Directors proceeds with the dissolution. However, if the Board of Directors determines that the Dissolution is not in our best interests and the best interest of the shareholders, the Board of Directors may, in its sole discretion, abandon the Plan of Dissolution or may amend or modify the Plan of Dissolution to the extent permitted by Delaware law without the necessity of further stockholder approval. As discussed in Notes 2 and 3, as a result of the Sale Transaction, the Company performed an impairment analysis of its assets in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets, Intangible-Goodwill and Other, In connection with the Sale Transaction, on November 2, 2015, the Company terminated its Credit Facility with Siena Lending Group LLC and paid the outstanding indebtedness and fees under the Credit Facility of approximately $4.8 million and made a deposit securing remaining letters of credit of approximately $1.6 million. On October 7, 2015, the Company entered into the DPA with the USAO relating to the USAOs investigation of the Companys accounting practices. Under the terms of the DPA, the USAO filed, but deferred prosecution of, a criminal information charging Swisher Hygiene Inc. with conspiracy to commit securities fraud and other charges relating to the Companys accounting and financial reporting practices reflected in the Companys originally filed Quarterly Reports on Form 10-Q for the periods ended March 31, 011, June 30, 2011, and September 30, 2011. Pursuant to the DPA, the Company agreed to pay a $2 million fine to the USAO payable in four annual installments of $500,000 each if the Company is financially able to do so. Pursuant to the terms of the DPA, the fine became immediately due and payable in full on November 2, 2015 upon a change in control of the Company. As a result, the fine was paid in full upon the closing of the Sale Transaction, and was accrued at September 30, 2015 in other expenses. In connection with the Sale Transaction options to purchase 268,673 shares of common stock vested. All of these options have exercise prices greater than the current market price of the Companys common stock. Also, in connection with the Sale Transaction, all restricted stock units representing the right to receive an aggregate of 80,272 shares of common stock are being cancelled and holders thereof will receive cash in lieu of shares, an aggregate of $84,286. |
1. BASIS OF PRESENTATION (Polic
1. BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Basis Of Presentation Policies | |
Basis of Presentation | The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (SEC) and therefore do not contain all of the information and notes required by GAAP and the SEC for annual financial statements. The Company's Condensed Consolidated Financial Statements reflect all adjustments that management believes are necessary for the fair presentation of their financial position, results of operations, comprehensive loss and cash flows for the periods presented. The information at December 31, 2014 in the Company's Condensed Consolidated Balance Sheets included in this quarterly report was derived from the audited Consolidated Balance Sheet included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on April 1, 2015. The Company's 2014 Annual Report on Form 10-K is referred to in this quarterly report as the 2014 Annual Report. This quarterly report should be read in conjunction with the 2014 Annual Report. Intercompany balances and transactions have been eliminated in consolidation. Tabular information, other than share and per share data, is presented in thousands of dollars. Reclassification of prior year amounts have been made for consistency with the current period presentation. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. The Company's significant accounting policies are discussed in Note 1 of the Notes to Consolidated Financial Statements in our 2014 Annual Report. There have been no significant changes to those policies. On August 13, 2015, Swisher Hygiene Inc. announced that it had agreed to sell the stock of its wholly owned U.S. subsidiary Swisher International, Inc. and other assets relating to Swisher Hygiene Inc's U.S. operations, which comprise all of the Companys remaining operating interests, to Ecolab Inc ("Ecolab") . |
Newly Issued Accounting Pronouncements | In April, 2014, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity In August, 2015, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2015-14 ASU No. 2014-09, Revenue from Contracts with Customers In August 2014, the Financial Accounting Standards Board issued ASU Update No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. In July, 2015, the FASB issued Accounting Standards Update ASU No. 2015-11, Simplifying the Measurement of Inventory |
2. DISCONTINUED OPERATIONS AN20
2. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations And Assets Held For Sale Tables | |
Assets held for sale | September 30, December 31, Assets Held for Sale 2015 2014 Current assets: Cash and cash equivalents $ 1,098 $ 7,233 Restricted cash 231 231 Accounts receivable 14,730 18,751 Inventory 13,161 15,426 Deferred tax asset 492 534 Other current assets 2,057 1,615 Total current assets 31,769 43,790 Property and equipment 17,258 37,037 Intangibles 13,602 29,446 Other noncurrent assets 1,439 1,812 Total noncurrent assets 32,299 68,295 Total Assets $ 64,068 $ 112,085 September 30, December 31, Liabilities Held for Sale 2015 2014 Current liabilities: Accounts payable 9,298 13,119 Accrued payroll and benefits 1,415 2,893 Accrued expenses 6,849 5,873 Short-term obligations 370 94 Total current liabilities 17,932 21,979 Deferred tax liabilities 492 558 Long-term obligations 776 831 Total noncurrent liabilities 1,268 1,389 Total liabilities $ 19,200 $ 23,368 |
Summary of discontinued operations | Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenue $ 41,370 $ 49,650 $ 130,046 $ 147,900 Cost of sales 20,012 22,671 60,680 67,456 Route expense 10,794 13,192 34,116 38,153 Selling, general and administrative 12,227 15,180 40,695 48,198 Depreciation and amortization 3,728 5,044 12,847 15,577 Impairments 22,641 - 22,807 8,810 Other (income) expenses (775 ) 185 (1,332 ) 1,330 Income tax benefit (66 ) (55 ) (43 ) (78 ) Net loss from discontinued operations $ (27,191 ) $ (6,567 ) $ (39,724 ) $ (31,546 ) |
4. INVENTORY (Tables)
4. INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Tables | |
Schedule of inventory | September 30, December 31, 2015 2014 Finished goods $ 10,308 $ 12,286 Raw materials 2,383 2,780 Work in process 470 360 Total $ 13,161 $ 15,426 |
5. EQUITY (Tables)
5. EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity Tables | |
Schedule of changes in stockholders equity | Balance at December 31, 2014 $ 81,290 Stock based compensation 305 Payments to cover RSU's (5 ) Net loss (48,301 ) Balance at September 30, 2015 $ 33,289 |
Changes in each component of accumulated other comprehensive loss | Foreign Currency Translation Adjustment Employee Benefit Plan Adjustment, Net of Tax Accumulated Other Comprehensive Loss Balance at December 31, 2014 $ (125 ) $ (1,182 ) $ (1,307 ) Current period other comprehensive income - - - Balance at September 30, 2015 $ (125 ) $ (1,182 ) $ (1,307 ) |
6. DEBT AND OTHER OBLIGATIONS (
6. DEBT AND OTHER OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt And Other Obligations Tables | |
Schedule of long term obligations | September 30, December 31, 2015 2014 Notes payable $ 990 $ 1,193 Convertible promissory notes, 4.0%: maturing at various dates through 2016 346 832 Capitalized lease obligations and other financing 448 1,044 Total debt and obligations 1,784 3,069 Long-term debt and obligations due within one year from continuing operations $ 616 $ 1,790 Long-term debt and obligations due within one year from discontinued operations $ 370 $ 94 Long-term debt and obligations from continuing operations $ 720 $ 1,077 Long-term debt and obligations from discontinued operations $ 78 $ 108 |
Other long-term liabilities | September 30, 2015 December 31, 2014 CoolBrands defined benefit pension plan $ 1,447 $ 1,487 Honeycrest Holdings, Ltd. litigation reserve 1,667 1,667 Other 162 187 $ 3,276 $ 3,341 |
7. OTHER INCOME (EXPENSE), NET
7. OTHER INCOME (EXPENSE), NET (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Income Expense Net Tables | |
Schedule of other expense | Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Interest expense $ (83 ) $ (33 ) $ (170 ) $ (106 ) Other (2,000 ) - (2,000 ) - Total other income (expense), net $ (2,083 ) $ (33 ) $ (2,170 ) $ (106 ) Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Interest income $ - $ 1 $ - $ 8 Interest expense (53 ) (46 ) (163 ) (196 ) Foreign currency (448 ) (4 ) (619 ) (104 ) Other 1,276 (136 ) 2,114 (1,038 ) Total other income (expense), net $ 775 $ (185 ) $ 1,332 $ (1,330 ) |
8. SUPPLEMENTAL CASH FLOW INF25
8. SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental cash flow information | Nine Months Ended September 30, 2015 2014 Cash paid for income taxes $ 5 $ 93 Cash paid for interest 344 $ 302 Cash received from interest - $ 8 |
2. DISCONTINUED OPERATIONS AN26
2. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Assets held for sale, Current assets: | ||||
Cash and cash equivalents | $ 1,098 | $ 10,179 | ||
Total current assets | 31,769 | $ 43,790 | ||
Total noncurrent assets | 32,299 | 68,295 | ||
Liabilities held for sale, Current liabilities: | ||||
Short-term obligations | 616 | 1,790 | ||
Total current liabilities | 17,932 | 21,979 | ||
Total noncurrent liabilities | 1,268 | 1,389 | ||
Discontinued operations | ||||
Assets held for sale, Current assets: | ||||
Cash and cash equivalents | 1,098 | 7,233 | ||
Restricted cash | 231 | 231 | ||
Accounts receivable | 14,730 | 18,751 | ||
Inventory | 13,161 | 15,426 | ||
Deferred tax asset | 492 | 534 | ||
Other current assets | 2,057 | 1,615 | ||
Total current assets | 31,769 | 43,790 | ||
Property and equipment | 17,258 | 37,037 | ||
Intangibles | 13,602 | 29,446 | ||
Other noncurrent assets | 1,439 | 1,812 | ||
Total noncurrent assets | 32,299 | 68,295 | ||
Total Assets | 64,068 | 112,085 | ||
Liabilities held for sale, Current liabilities: | ||||
Accounts payable | 9,298 | 13,119 | ||
Accrued payroll and benefits | 1,415 | 2,893 | ||
Accrued expenses | 6,849 | 5,873 | ||
Short-term obligations | 370 | 94 | ||
Total current liabilities | 17,932 | 21,979 | ||
Deferred tax liabilities | 492 | 558 | ||
Long-term obligations | 776 | 831 | ||
Total noncurrent liabilities | 1,268 | 1,389 | ||
Total liabilities | $ 19,200 | $ 23,368 |
2. DISCONTINUED OPERATIONS AN27
2. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue | $ 0 | $ 700 | $ 2,300 | $ 3,100 |
Income tax expense | (66) | (55) | (43) | (78) |
Net loss from discontinued operations | (27,191) | (6,567) | (39,724) | (31,546) |
Discontinued operations | ||||
Revenue | 41,370 | 49,650 | 130,046 | 147,900 |
Cost of sales | 20,012 | 22,671 | 60,680 | 67,456 |
Route expense | 10,794 | 13,192 | 34,116 | 38,153 |
Selling, general and administrative | 12,227 | 15,180 | 40,695 | 48,198 |
Depreciation and amortization | 3,728 | $ 5,044 | 12,847 | 15,577 |
Impairments | 22,641 | 22,807 | 8,810 | |
Other (income) expenses | (775) | $ 185 | (1,332) | 1,330 |
Income tax expense | (66) | (55) | (43) | (78) |
Net loss from discontinued operations | $ (27,191) | $ (6,567) | $ 39,724 | $ (31,546) |
2. DISCONTINUED OPERATIONS AN28
2. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Discontinued Operations And Assets Held For Sale Details Narrative | ||||
Revenue from Discontinued Operations - Linen | $ 0 | $ 700 | $ 2,300 | $ 3,100 |
3. GOODWILL AND OTHER INTANGI29
3. GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill And Other Intangible Assets Details Narrative | ||||
Amortization expense | $ 1,600 | $ 1,900 | $ 4,900 | $ 5,000 |
4. INVENTORY (Details)
4. INVENTORY (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Details | ||
Finished goods | $ 10,308 | $ 12,286 |
Raw materials | 2,383 | 2,780 |
Work in progress | 470 | 360 |
Total | $ 13,161 | $ 15,426 |
5. EQUITY (Details)
5. EQUITY (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Equity [Abstract] | |
Balance at December 31, 2014 | $ 81,290 |
Stock based compensation | 305 |
Payments to cover RSU's | (5) |
Net loss | (48,301) |
Balance at September 30, 2015 | $ 33,289 |
5. EQUITY (Details 1)
5. EQUITY (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Balance at December 31, 2014 | $ (1,307) | |||
Current period other comprehensive income | $ (31,762) | $ (7,798) | (48,301) | $ (36,735) |
Balance at September 30, 2015 | (1,307) | (1,307) | ||
Foreign Currency Translation Adjustment | ||||
Balance at December 31, 2014 | (125) | |||
Current period other comprehensive income | 0 | |||
Balance at September 30, 2015 | (125) | (125) | ||
Employee Benefit Plan | ||||
Balance at December 31, 2014 | (1,182) | |||
Current period other comprehensive income | 0 | |||
Balance at September 30, 2015 | (1,182) | (1,182) | ||
Accumulated Other Comprehensive Loss | ||||
Balance at December 31, 2014 | (1,307) | |||
Current period other comprehensive income | 0 | |||
Balance at September 30, 2015 | $ (1,307) | $ (1,307) |
6. DEBT AND OTHER OBLIGATIONS33
6. DEBT AND OTHER OBLIGATIONS (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Long-term Debt, Unclassified [Abstract] | ||
Notes payables | $ 990 | $ 1,193 |
Convertible promissory notes, 4.0%: maturing at various dates through 2016 | 346 | 832 |
Capitalized lease obligations and other financing | 448 | 1,044 |
Total debt and obligations | 1,784 | 3,069 |
Long-term debt and obligations due within one year from continuing operations | 616 | 1,790 |
Long-term debt and obligations due within one year from discontinued operations | 370 | 94 |
Long-term debt and obligations from continuing operations | 720 | 1,077 |
Long-term debt and obligations from discontinued operations | $ 78 | $ 108 |
6. DEBT AND OTHER OBLIGATIONS34
6. DEBT AND OTHER OBLIGATIONS (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Issuance of common stock | 329,832 | |
Calculated borrowing base | $ 10,200 | |
Outstanding under letters of credit | 4,100 | |
Outstanding under borrowings | 3,700 | |
Unused credit facility | $ 2,500 | |
Minimum [Member] | ||
Obligations bore interest rates | 4.00% | 4.00% |
Maximum [Member] | ||
Obligations bore interest rates | 18.40% | 18.40% |
7. OTHER INCOME (EXPENSE), NE35
7. OTHER INCOME (EXPENSE), NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Other | $ (2,083) | $ (33) | $ (2,170) | $ (106) |
Continuing Operations [Member] | ||||
Interest expense | (83) | $ (33) | (170) | $ (106) |
Other | (2,000) | (2,000) | ||
Total other income (expense), net | $ (2,083) | $ (33) | $ (2,170) | $ (106) |
Discontinued Operations [Member] | ||||
Interest income | 1 | 8 | ||
Interest expense | $ (53) | (46) | $ (163) | (196) |
Foreign currency | (448) | (4) | (619) | (104) |
Other | 1,276 | (136) | 2,114 | (1,038) |
Total other income (expense), net | $ 775 | $ (185) | $ 1,332 | $ (1,330) |
8. SUPPLEMENTAL CASH FLOW INF36
8. SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for income taxes | $ 5 | $ 93 |
Cash paid for interest | 344 | 302 |
Cash received from interest | $ 0 | $ 8 |
9. LOSS PER SHARE (Details Narr
9. LOSS PER SHARE (Details Narrative) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||
Anti-Dilutive securities not included in the computation of diluted loss per share | 0 | 19,857 |
11. RELATED PARTY TRANSACTIONS
11. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |||||
Purchases from Related Party | $ 1,800 | $ 4,900 | $ 1,800 | $ 4,900 | |
Accounts Payable, Related Party | 0 | 0 | $ 300 | ||
Lease payments, Related Party | $ 200 | $ 200 | $ 500 | $ 700 |