Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 2-May-14 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Primo Water Corp | ' |
Entity Central Index Key | '0001365101 | ' |
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 | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 24,216,710 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $1,296 | $394 |
Accounts receivable, net | 7,766 | 7,614 |
Inventories | 6,013 | 6,346 |
Prepaid expenses and other current assets | 1,549 | 1,274 |
Current assets of disposal group held for sale | 196 | 225 |
Total current assets | 16,820 | 15,853 |
Bottles, net | 4,373 | 4,104 |
Property and equipment, net | 37,973 | 38,634 |
Intangible assets, net | 10,442 | 10,872 |
Other assets | 1,373 | 1,508 |
Total assets | 70,981 | 70,971 |
Current liabilities: | ' | ' |
Accounts payable | 14,341 | 10,943 |
Accrued expenses and other current liabilities | 3,611 | 3,380 |
Current portion of capital leases and notes payable | 42 | 16 |
Current liabilities of disposal group held for sale | 85 | 92 |
Total current liabilities | 18,079 | 14,431 |
Long-term debt, capital leases and notes payable, net of current portion | 22,169 | 22,654 |
Other long-term liabilities | 329 | 330 |
Liabilities of disposal group held for sale, net of current portion | 2,000 | 2,000 |
Total liabilities | 42,577 | 39,415 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value - 10,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.001 par value - 70,000 shares authorized,24,091 and 24,076 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 24 | 24 |
Additional paid-in capital | 273,558 | 273,379 |
Common stock warrants | 9,009 | 8,420 |
Accumulated deficit | -253,590 | -249,837 |
Accumulated other comprehensive loss | -597 | -430 |
Total stockholders' equity | 28,404 | 31,556 |
Total liabilities and stockholders' equity | $70,981 | $70,971 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Stockholders' equity: | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 10,000 | 10,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 70,000 | 70,000 |
Common stock, shares issued (in shares) | 24,091 | 24,076 |
Common stock, shares outstanding (in shares) | 24,091 | 24,076 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | ' | ' |
Net sales | $23,528 | $22,328 |
Operating costs and expenses: | ' | ' |
Cost of sales | 17,342 | 17,039 |
Selling, general and administrative expenses | 3,975 | 3,836 |
Non-recurring costs | 1,825 | 13 |
Depreciation and amortization | 2,744 | 2,765 |
Total operating costs and expenses | 25,886 | 23,653 |
Loss from operations | -2,358 | -1,325 |
Interest expense and other, net | 1,276 | 1,043 |
Loss from continuing operations | -3,634 | -2,368 |
Loss from discontinued operations | -119 | -225 |
Net loss | ($3,753) | ($2,593) |
Basic and diluted loss per common share: | ' | ' |
Loss from continuing operations (in dollars per share) | ($0.15) | ($0.10) |
Loss from discontinued operations (in dollars per share) | ($0.01) | ($0.01) |
Net loss (in dollars per share) | ($0.16) | ($0.11) |
Basic and diluted weighted average common shares outstanding (in shares) | 24,076 | 23,789 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) [Abstract] | ' | ' |
Net loss | ($3,753) | ($2,593) |
Other comprehensive income: | ' | ' |
Foreign currency translation adjustments, net | -167 | -123 |
Comprehensive loss | ($3,920) | ($2,716) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($3,753) | ($2,593) |
Less: Loss from discontinued operations | -119 | -225 |
Loss from continuing operations | -3,634 | -2,368 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 2,744 | 2,765 |
Stock-based compensation expense | 289 | 325 |
Non-cash interest expense | 306 | 305 |
Issuance of DS Waters' common stock warrant | 589 | 0 |
Other | 84 | -94 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -86 | 632 |
Inventories | 321 | 1,818 |
Prepaid expenses and other assets | -276 | 128 |
Accounts payable | 3,946 | 443 |
Accrued expenses and other liabilities | 164 | 36 |
Net cash provided by operating activities | 4,447 | 3,990 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -1,501 | -687 |
Purchases of bottles, net of disposals | -1,202 | -709 |
Proceeds from the sale of property and equipment | 41 | 1 |
Additions to and acquisitions of intangible assets | -7 | -25 |
Net cash used in investing activities | -2,669 | -1,420 |
Cash flows from financing activities: | ' | ' |
Borrowings under Senior Revolving Credit Facility | 18,809 | 19,955 |
Payments under Senior Revolving Credit Facility | -21,955 | -21,987 |
Borrowings under Comvest Term loans | 2,500 | 0 |
Note payable and capital lease payments | -26 | -4 |
Debt issuance costs | -78 | -11 |
Stock option and employee stock purchase activity, net | -14 | -12 |
Net cash used in financing activities | -764 | -2,059 |
Net increase in cash | 1,014 | 511 |
Cash, beginning of year | 394 | 234 |
Effect of exchange rate changes on cash | -16 | -20 |
Cash used in discontinued operations from: | ' | ' |
Operating activities | -96 | -510 |
Cash used in discontinued operations | -96 | -510 |
Cash, end of period | $1,296 | $215 |
Description_of_Business_and_Si
Description of Business and Significant Accounting Policies | 3 Months Ended | |
Mar. 31, 2014 | ||
Description of Business and Significant Accounting Policies [Abstract] | ' | |
Description of Business and Significant Accounting Policies | ' | |
1 | Description of Business and Significant Accounting Policies | |
Business | ||
Primo Water Corporation (together with its consolidated subsidiaries, "Primo", "we", "our," "us") is a leading provider of multi-gallon purified bottled water, self-service refill water and water dispensers sold through major retailers in the United States and Canada. | ||
Unaudited Interim Financial Information | ||
The accompanying interim condensed consolidated financial statements have been prepared in accordance with our accounting practices described in our audited consolidated financial statements for the year ended December 31, 2013, and are unaudited. In the opinion of management, the unaudited interim condensed consolidated financial statements included herein contain all adjustments necessary to present fairly our financial position, results of operations and cash flows for the periods indicated. Such adjustments, other than nonrecurring adjustments that have been separately disclosed, are of a normal, recurring nature. The operating results for interim periods are not necessarily indicative of results to be expected for a full year or future interim periods. The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2013. The accompanying interim condensed consolidated financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission and, accordingly, do not include all the disclosures required by generally accepted accounting principles in the United States ("U.S. GAAP") with respect to annual financial statements. Certain significant accounting policies, in addition to those described below, are summarized in our 2013 Form 10-K. Certain 2013 amounts in the accompanying interim condensed consolidated financial statements have been reclassified to conform to the 2014 presentation, with no effect on stockholders' equity or net loss as previously presented. | ||
Discontinued Operations | ||
As described in Note 2, during 2012, we committed to a plan to sell the assets of the sparkling beverage appliances, flavorings, CO2 cylinders and accessories business sold under the Flavorstation brand (the "Disposal Group"). We determined that the Disposal Group meets the criteria for classification as discontinued operations. As a result, the results of operations and financial position of the Disposal Group for the current and prior periods are reflected as discontinued operations. | ||
DS Waters Agreement | ||
On November 12, 2013, we entered into a strategic alliance agreement (the "DS Waters Agreement") with DS Waters of America, Inc. ("DS Waters") pursuant to which DS Waters will act as the primary bottler and distributor and provider of exchange and supply services for the Exchange business in the United States. Pursuant to the agreement, DS Waters became our bottler and distributor in certain territories during the first quarter of 2014. DS Waters will become our primary bottler and distributor in other territories as existing distributor arrangements expire or are terminated. We currently expect the transition from our current network of distributors to DS Waters to be completed by December 31, 2015, with service rights to at least 90% of our annual U.S Exchange volume transitioned to DS Waters. | ||
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 water is filtered, which is measured by the water dispensing equipment meter. | ||
Revenue is recognized for the sale of our water dispenser products when title is transferred to our retail customers. We have no contractual obligation to accept returns nor do we guarantee sales. However, we will at times accept returns or issue credits for manufacturer defects or for units that were damaged in transit. Revenues are recognized net of an estimated allowance for returns using an average return rate based upon historical experience. | ||
In addition, we offer certain incentives such as coupons and rebates that are netted against and reduce net sales in the condensed 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 is recognized with respect to the redemption of the coupon for a free multi-gallon bottle of water and the estimated cost of the multi-gallon bottle of purified water is included in cost of sales. | ||
Accounts Receivable | ||
All trade accounts receivable are due from customers located within the United States and Canada. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Accounts receivable, net includes allowances for doubtful accounts of $195 and $321 at March 31, 2014 and December 31, 2013, respectively. The allowance for doubtful accounts is based on a review of specifically identified accounts in addition to an overall aging analysis. Judgments are made with respect to the collectability of accounts receivable based on historical experience and current economic trends. Actual losses could differ from those estimates. | ||
Intangible Assets | ||
We classify intangible assets into two categories: (1) intangible assets with definite lives subject to amortization and (2) intangible assets with indefinite lives not subject to amortization. We determine the useful lives of our identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, our long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, primarily on a straight-line basis, over their useful lives. Intangible assets that are deemed to have indefinite lives are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. | ||
Concentrations of Risk | ||
Our principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, trade receivables, accounts payable and accrued expenses. We invest our funds in a highly rated institution and believe the financial risks associated with cash and cash equivalents in excess of federally insured amounts is minimal. | ||
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 be sustained on realization of accounts receivable. | ||
Basic and Diluted Net Loss Per Share | ||
Net 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 options and warrants and convertible preferred stock. Potential common shares that are anti-dilutive are excluded from the calculation of diluted net loss per common share. | ||
For the three months ended March 31, 2014 and 2013, stock options, unvested shares of restricted stock, restricted stock units and warrants with respect to an aggregate of 3,252 and 131 shares have been excluded from the computation of the number of shares used in the diluted earnings per share, respectively. These shares have been excluded because we incurred a net loss for each of these periods and their inclusion would be anti-dilutive. | ||
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 subsidiary 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 accumulated as the cumulative translation adjustment included in accumulated other comprehensive income (loss) in the condensed consolidated statements of comprehensive 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 condensed consolidated statements of operations. At March 31, 2014 and December 31, 2013, accumulated other comprehensive loss balances of $597 and $430, respectively, were related to unrealized foreign currency translation adjustments and transaction gains and losses on certain intercompany balances. | ||
Non-recurring costs | ||
Transactions that are unusual in nature or which occur infrequently, but not both, are reported as non-recurring costs on our condensed consolidated statements of operations. Non-recurring costs consist primarily of transition and other expenses associated with the DS Waters Agreement as well as other legal, severance and restructuring-related expenses. | ||
Recent Accounting Pronouncements | ||
In April 2014, the FASB issued updated guidance changing the requirements for reporting discontinued operations. The updated guidance requires that a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or components meet the criteria to be classified as held for sale, is disposed of by sale or is disposed of other than by sale. The updated guidance also requires additional disclosures about discontinued operations. The updates are effective for disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014. The updates are not applicable to a component or components that are classified as held for sale before the effective date. The amendments are not expected to have a significant impact on our consolidated financial statements. | ||
In July 2013, the FASB issued updated guidance requiring that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability and should not be combined with deferred tax assets. We have adopted this updated guidance effective January 1, 2014. The adoption did not have a significant impact on our consolidated financial statements. |
Discontinued_Operations
Discontinued Operations | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Discontinued Operations [Abstract] | ' | ||||||||
Discontinued Operations | ' | ||||||||
2 | Discontinued Operations | ||||||||
During 2012, we committed to a plan to sell the assets of the Disposal Group, which includes sparkling beverage appliances, flavorings, CO2 cylinders and accessories sold under the Flavorstation brand as well as the Omnifrio Single-Serve Business and initiated an active program to execute this plan. In addition, we determined that the Disposal Group met all of the criteria for classification as discontinued operations. As a result, current and prior year amounts and disclosures reflect these operations as discontinued operations. | |||||||||
The assets and liabilities of the Disposal Group classified as held for sale were as follows: | |||||||||
31-Mar-14 | 31-Dec-13 | ||||||||
Current assets of disposal group held for sale | |||||||||
Accounts receivable, net | $ | 57 | $ | 15 | |||||
Inventories | 129 | 200 | |||||||
Prepaid expenses and other current assets | 10 | 10 | |||||||
$ | 196 | $ | 225 | ||||||
Current liabilities of disposal group held for sale | |||||||||
Accounts payable | $ | 30 | $ | 39 | |||||
Accrued expenses and other current liabilities | 55 | 53 | |||||||
$ | 85 | $ | 92 | ||||||
Liabilities of disposal group held for sale, net of current portion | |||||||||
Other long-term liabilities | $ | 2,000 | $ | 2,000 | |||||
$ | 2,000 | $ | 2,000 | ||||||
The net sales and operating results classified as discontinued operations were as follows: | |||||||||
Three months ended March 31, | |||||||||
2014 | 2013 | ||||||||
Net sales | $ | 142 | $ | 1,849 | |||||
Operating costs and expenses: | |||||||||
Cost of sales | 110 | 1,965 | |||||||
Selling, general and administrative | 151 | 109 | |||||||
Total operating costs and expenses | 261 | 2,074 | |||||||
Loss from discontinued operations | $ | (119 | ) | $ | (225 | ) |
Debt_Capital_Leases_and_Notes_
Debt, Capital Leases and Notes Payable | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt, Capital Leases and Notes Payable [Abstract] | ' | ||||||||
Debt, Capital Leases and Notes Payable | ' | ||||||||
3 | Debt, Capital Leases and Notes Payable | ||||||||
Long-term debt, capital leases and notes payable are summarized as follows: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Senior revolving credit facility | $ | – | $ | 3,145 | |||||
Comvest Term Loans, net of discount | 22,088 | 19,496 | |||||||
Notes payable and capital leases | 123 | 29 | |||||||
22,211 | 22,670 | ||||||||
Less current portion | (42 | ) | (16 | ) | |||||
Long-term debt, notes payable and capital leases, net of current portion | $ | 22,169 | $ | 22,654 | |||||
Senior Revolving Credit Facility | |||||||||
We entered into the Senior Revolving Credit Facility on April 30, 2012, as amended on February 21, 2013. The Senior Revolving Credit Facility provides for total borrowing availability of up to $20,000, subject to borrowing base requirements related to our eligible accounts receivable and inventory and subject to a $2,000 reserve requirement. The Senior Revolving Credit Facility matures on October 31, 2015 and is secured either on a first priority or second priority basis by substantially all of our assets. The term of the Senior Revolving Credit Facility may be extended up to April 30, 2017 so long as the maturity of the Comvest Term Loans (as defined below) is extended to at least October 30, 2017. As of March 31, 2014, we had no outstanding borrowings and $4,045 in availability under the Senior Revolving Credit Facility after giving effect to the borrowing base requirements. | |||||||||
Interest on outstanding borrowings under the Senior Revolving Credit Facility is payable at our option at either a floating base rate or a one-, two- or three-month LIBOR rate. We are also required to pay a commitment fee on the unused amount of the commitment under the Senior Revolving Credit Facility. The Senior Revolving Credit Facility contains a current annual limit on capital expenditures of $6,000. The limit for capital expenditures may be increased based upon meeting the fixed charge coverage ratio, as stipulated and defined in the Senior Revolving Credit Facility. For the year ended December 31, 2013, the limit was increased based upon our fixed charge coverage ratio. In addition, the Senior Revolving Credit Facility cross-defaults to the Comvest Term Loans. Life-to-date costs associated with the Senior Revolving Credit Facility are $883, which have been capitalized and are being amortized as part of interest expense over the term of the debt. Accumulated amortization related to the Senior Revolving Credit Facility deferred loan costs was $482 and $418 at March 31, 2014 and December 31, 2013, respectively. | |||||||||
Comvest Term Loans | |||||||||
We entered into a credit and security agreement on April 30, 2012 (the "Credit Agreement") pursuant to which a $15,150 term loan (the "Term Loan") was provided. The Credit Agreement was amended on November 6, 2012 (the "First Amendment") to contemplate the plan to exit the Flavorstation business (see Note 2) and provide for the classification of the operating results related to the Disposal Group as discontinued operations. In connection with the amendment, Comvest consented to our sale of inventory and other assets related to the Disposal Group outside the ordinary course of business. Also in connection with the amendment, we paid Comvest a $150 fee and agreed to certain changes to prepayment penalties and financial covenants. | |||||||||
The Credit Agreement was amended on June 14, 2013 (the "Second Amendment") to provide for an additional $3,000 in borrowing under an additional term loan (the "First Add-On Term Loan", and together with the Term Loan, the "Second Add-On Term Loan" and the "Third Add-On Term Loan" described below, the "Comvest Term Loans"), adjust the interest rate on the Term Loan, eliminate certain financial covenants and make further adjustments to prepayment penalties. Under the terms of the Second Amendment, interest on outstanding amounts owed under the Comvest Term Loans is payable at the rate of 12.5% per annum in cash. Also in connection with the Second Amendment, we paid the lender amendment and funding fees of $425. | |||||||||
On December 24, 2013, we entered into an amendment (the "Third Amendment") to the Credit Agreement to provide for two additional term loans: the $2,500 "Second Add-On Term Loan" provided on the date of the Third Amendment; and the $2,500 "Third Add-On Term Loan" provided on January 13, 2014. The interest and other terms of the Second and Third Add-On Term Loans are consistent with those described above for the First Add-On Term Loan. The Third Amendment also revised the Credit Agreement to make certain adjustments to the definition of EBITDA to contemplate the strategic alliance with DS Waters and the increasing minimum EBITDA thresholds applicable to Primo that are measured at the end of each quarter, as described below. Also in connection with the Third Amendment, we paid the lender amendment and funding fees of $263. | |||||||||
The outstanding balance of $23,499 related to the Comvest Term Loans is due and payable in a single installment on April 30, 2016, subject to prepayment in specified circumstances, including sales or dispositions of assets outside the ordinary course of business and sales of equity or debt securities by the Company. The Comvest Term Loans are secured by substantially all of our assets on either a first priority or second priority basis. The first priority assets consist of substantially all of the assets related to our refill services business. The security interest in all of our other assets is subordinate to the security interest securing the Senior Revolving Credit Facility. | |||||||||
The Credit Agreement contains the following financial covenants: (i) an annual limit on capital expenditures of $12,000; (ii) an increasing minimum trailing twelve months adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") threshold that is measured at the end of each quarter, and (iii) a decreasing total debt to Adjusted EBITDA ratio that is measured at the end of each quarter. At March 31, 2014 we were in compliance with all covenants. | |||||||||
Life-to-date costs associated with the Comvest Term Loans are $1,124, which have been capitalized and are being amortized as part of interest expense over the term of the debt. Life-to-date costs associated with the Second and Third Amendments are $839, which have been reflected as adiscount on our debt and are being amortized as part of interest expense over the remaining term of the debt. | |||||||||
Concurrently with the closing of the Term Loan, five of our current directors or stockholders (the "Insider Participants") purchased an aggregate of $1,150 in non-recourse, non-voting, last-out participation interests from the bank providing the Term Loan. These participation interests allow each holder to participate to the extent of such holder's percentage share in the Term Loan and such participations are secured by the same assets as the Comvest Term Loans. The Insider Participants include Billy D. Prim, Malcolm McQuilkin and Jack C. Kilgore, all three of whom are current directors of Primo. Mr. Prim is also our Chairman and Chief Executive Officer. Mr. Prim, Mr. McQuilkin and Mr. Kilgore purchased $250, $500 and $50 in participation interests, respectively. | |||||||||
The Term Loan was accompanied by a detachable warrant to purchase 1,731 shares of our common stock, including detachable warrants to purchase 131 shares of our common stock received by the Insider Participants. The warrant is immediately exercisable at an exercise price of $2.30 per share and expires April 30, 2020. The terms of the warrants issued to the Insider Participants are identical to the terms of the warrant described above. Mr. Prim, Mr. McQuilkin and Mr. Kilgore were issued warrants to purchase 29, 57 and 6 shares of our common stock, respectively. The initial fair value of the warrants as determined using the Black-Scholes pricing model was $1,108 that resulted in an original issue discount on the Term Loan that will be amortized into interest expense through the maturity of the Term Loan. For the non-Insider Participants, the exercise price was adjusted to $1.20 as part of the amendment on November 6, 2012. Due to the price adjustment, $305 was added to the original issue discount on the Term Loan, representing the change in the estimated fair value immediately before and after the modification, and will be amortized into interest expense through the remaining maturity of the Term Loan. The revised warrant exercise price was set at 150% of the 30 day trailing average stock price prior to November 6, 2012. No changes were made to the warrants we issued to the five directors and stockholders of Primo. | |||||||||
Interest expense includes financing costs for a supplier of $197 and $108 for the three months ended March 31, 2014 and 2013, respectively. |
Stockholders_Equity_and_StockB
Stockholders' Equity and Stock-Based Compensation | 3 Months Ended | |
Mar. 31, 2014 | ||
Stockholders' Equity and Stock-Based Compensation [Abstract] | ' | |
Stockholders' Equity and Stock-Based Compensation | ' | |
4 | Stockholders' Equity and Stock-Based Compensation | |
As part of the DS Waters Agreement, on January 1, 2014, we granted DS Waters a warrant to purchase 475 shares of our common stock. The warrant is immediately exercisable at an exercise price of $3.04 per share and expires January 1, 2021. The warrant's fair value of $589 was determined using the Black-Scholes pricing model and was recorded in common stock warrants on our condensed consolidated balance sheets and in non-recurring costs on our condensed consolidated statements of operations. | ||
Compensation expense related to stock-based compensation plans was $289 and $325 for the three months ended March 31, 2014 and 2013, respectively. Stock-based compensation is included in selling, general and administrative expenses in the condensed consolidated statements of operations. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |
Mar. 31, 2014 | ||
Commitments and Contingencies [Abstract] | ' | |
Commitments and Contingencies | ' | |
5 | Commitments and Contingencies | |
Florida Concentrates Suit | ||
On October 16, 2012, Primo was served with the Summons and Complaint in a suit filed in the Florida state courts on September 26, 2012. Plaintiffs in the suit are Florida Concentrates International, LLC (a Florida limited liability company), Florida Sparkling DS, LLC (a Florida limited liability company), and Didier Hardy (a Florida resident and apparently the principal of the LLC plaintiffs). Also named as defendants are Susan and Scott Ballantyne (alleged to be Florida residents) and SDS-IC. The suit was filed in the Circuit Court for the Twentieth Judicial District (Collier County, Florida). Plaintiffs' allegations include breach of contract, misappropriation of trade secrets and certain additional claims and plaintiffs seek monetary damages. We filed a motion to dismiss all claims, which was granted in part and denied in part on June 21, 2013. Plaintiffs filed an amended complaint on July 10, 2013 to which we responded on August 28, 2013. We do not believe that the suit has any merit whatsoever, and plan to vigorously contest and defend against it. | ||
Omnifrio Single-Serve Beverage Business | ||
Deferred purchase price payments totaling $2,000 were included within liabilities of disposal group held for sale, net of current portion on the condensed consolidated balance sheets as of March 31, 2014 and December 31, 2013, respectively. These payments were related to the April 11, 2011 acquisition of certain intellectual property and other assets from the seller, Omnifrio Beverage Company LLC ("Omnifrio"). On July 19, 2013, we entered into a conditional settlement and release agreement with Omnifrio and certain other parties pursuant to which we agreed to, among other things, use commercially reasonable efforts to sell the assets purchased from Omnifrio in April 2011 and to provide Omnifrio certain amounts of the proceeds of any such sale in exchange for Omnifrio agreeing to release us from any claims related to the milestone payments included in our original purchase agreement with Omnifrio and, upon the sale of such assets, to release us from any claims related to the deferred purchase price payments included in such agreement. | ||
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 assessed the appropriate sales tax. For purchases that are subject to sales tax in which we believe the vendor did not assess the appropriate amount, we accrue an estimate of the sales tax liability we ultimately expect to pay. | ||
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 legal actions will not have a significant adverse effect on our financial position, results of operations or cash flows. |
Income_Taxes
Income Taxes | 3 Months Ended | |
Mar. 31, 2014 | ||
Income Taxes [Abstract] | ' | |
Income Taxes | ' | |
6 | Income Taxes | |
We have incurred operating losses since inception. For the three months ended March 31, 2014 and 2013, there was no income tax expense or benefit. | ||
Section 382 of the U.S. Internal Revenue Code imposes an annual limitation on the amount of net operating loss carryforwards that might be used to offset taxable income when a corporation has undergone significant changes in stock ownership. We believe our prior ownership changes have created an annual limit, imposed by Section 382, on the amount of net operating loss we can utilize in a given year, however, we believe the annual limit is such that we will be able to utilize our net operating loss carryforwards during their respective carryforward periods. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||
Mar. 31, 2014 | |||
Fair Value Measurements [Abstract] | ' | ||
Fair Value Measurements | ' | ||
7 | 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-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: | |||
• | Level 1 — quoted prices in active markets for identical assets and liabilities. | ||
• | Level 2 — observable inputs other than quoted prices in active markets for identical assets and liabilities. | ||
• | Level 3 — unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions. | ||
At March 31, 2014, we reported barter credits in prepaid and other current assets and in other assets on our condensed consolidated balance sheets at their estimated fair values of $10 and $187, respectively, on a nonrecurring basis. These amounts were unchanged from December 31, 2013. The barter credits are measured at fair value using significant unobservable inputs, primarily based on the fair value of the products and services to be received upon exchange (Level 3 inputs). | |||
The carrying amounts of our financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, and other accrued expenses, approximate their fair values due to their short maturities. Assets and liabilities of the Disposal Group held for sale are presented at their carrying value, which approximates fair value based on current market rates. Based on borrowing rates currently available to us for loans with similar terms, the carrying value of debt, capital leases and notes payable approximates fair value. |
Segments
Segments | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segments [Abstract] | ' | ||||||||
Segments | ' | ||||||||
8 | Segments | ||||||||
We have two operating segments and two reportable segments: Primo Water ("Water") and Primo Dispensers ("Dispensers"). | |||||||||
Our Water segment sales consist of the sale of multi-gallon purified bottled water (exchange services) and our self-service refill water service (refill services) offered through retailers in each of the contiguous United States and Canada. Our Water services are offered through point of purchase display racks or self-serve filtered water displays 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 U.S. retailers and are sold primarily through a direct-import model, where we recognize revenues for the sale of the water dispensers when title is transferred. We support retail sell-through with domestic inventory. We design, market and arrange for certification and inspection of our water dispensers. | |||||||||
We evaluate the financial results of these segments focusing primarily on segment net sales and segment income (loss) from operations before depreciation and amortization ("segment income (loss) from operations"). We utilize segment net sales and segment income (loss) 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 Water consists of costs for distribution, bottles and related packaging materials for our exchange services and servicing and material costs for our refill services. Cost of sales for Dispensers consists of contract manufacturing, freight and duties. | |||||||||
Selling, general and administrative expenses for Water and Dispensers consist primarily of personnel costs for sales, marketing, operations support and customer service, as well as other supporting costs for operating each segment. | |||||||||
Expenses not specifically related to operating segments are shown separately as Corporate. Corporate expenses are comprised mainly of compensation and other related expenses for corporate support, information systems, and human resources and administration. Corporate expenses also include certain professional fees and expenses and compensation of our Board of Directors. | |||||||||
The following table presents segment information for the following periods: | |||||||||
Three months ended March 31, | |||||||||
2014 | 2013 | ||||||||
Segment net sales | |||||||||
Water | $ | 15,891 | $ | 14,910 | |||||
Dispensers | 7,637 | 7,418 | |||||||
$ | 23,528 | $ | 22,328 | ||||||
Segment income (loss) from operations | |||||||||
Water | $ | 4,804 | $ | 4,033 | |||||
Dispensers | 328 | 165 | |||||||
Corporate | (2,921 | ) | (2,745 | ) | |||||
Non-recurring and acquisition-related costs | (1,825 | ) | (13 | ) | |||||
Depreciation and amortization | (2,744 | ) | (2,765 | ) | |||||
$ | (2,358 | ) | $ | (1,325 | ) | ||||
Depreciation and amortization expense: | |||||||||
Water | $ | 2,506 | $ | 2,428 | |||||
Dispensers | 76 | 151 | |||||||
Corporate | 162 | 186 | |||||||
$ | 2,744 | $ | 2,765 | ||||||
Capital expenditures: | |||||||||
Water | $ | 2,623 | $ | 1,363 | |||||
Dispensers | 63 | – | |||||||
Corporate | 17 | 33 | |||||||
$ | 2,703 | $ | 1,396 | ||||||
At March 31, | At December 31, | ||||||||
Identifiable assets: | 2014 | 2013 | |||||||
Water | $ | 57,447 | $ | 58,057 | |||||
Dispensers | 10,680 | 9,757 | |||||||
Corporate | 2,658 | 2,932 | |||||||
Assets of disposal group held for sale | 196 | 225 | |||||||
$ | 70,981 | $ | 70,971 |
Description_of_Business_and_Si1
Description of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Description of Business and Significant Accounting Policies [Abstract] | ' |
Discontinued Operations | ' |
Discontinued Operations | |
As described in Note 2, during 2012, we committed to a plan to sell the assets of the sparkling beverage appliances, flavorings, CO2 cylinders and accessories business sold under the Flavorstation brand (the "Disposal Group"). We determined that the Disposal Group meets the criteria for classification as discontinued operations. As a result, the results of operations and financial position of the Disposal Group for the current and prior periods are reflected as discontinued operations. | |
DS Waters Agreement | ' |
DS Waters Agreement | |
On November 12, 2013, we entered into a strategic alliance agreement (the "DS Waters Agreement") with DS Waters of America, Inc. ("DS Waters") pursuant to which DS Waters will act as the primary bottler and distributor and provider of exchange and supply services for the Exchange business in the United States. Pursuant to the agreement, DS Waters became our bottler and distributor in certain territories during the first quarter of 2014. DS Waters will become our primary bottler and distributor in other territories as existing distributor arrangements expire or are terminated. We currently expect the transition from our current network of distributors to DS Waters to be completed by December 31, 2015, with service rights to at least 90% of our annual U.S Exchange volume transitioned to DS Waters. | |
Revenue Recognition | ' |
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 water is filtered, which is measured by the water dispensing equipment meter. | |
Revenue is recognized for the sale of our water dispenser products when title is transferred to our retail customers. We have no contractual obligation to accept returns nor do we guarantee sales. However, we will at times accept returns or issue credits for manufacturer defects or for units that were damaged in transit. Revenues are recognized net of an estimated allowance for returns using an average return rate based upon historical experience. | |
In addition, we offer certain incentives such as coupons and rebates that are netted against and reduce net sales in the condensed 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 is recognized with respect to the redemption of the coupon for a free multi-gallon bottle of water and the estimated cost of the multi-gallon bottle of purified water is included in cost of sales. | |
Accounts Receivable | ' |
Accounts Receivable | |
All trade accounts receivable are due from customers located within the United States and Canada. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Accounts receivable, net includes allowances for doubtful accounts of $195 and $321 at March 31, 2014 and December 31, 2013, respectively. The allowance for doubtful accounts is based on a review of specifically identified accounts in addition to an overall aging analysis. Judgments are made with respect to the collectability of accounts receivable based on historical experience and current economic trends. Actual losses could differ from those estimates. | |
Intangible Assets | ' |
Intangible Assets | |
We classify intangible assets into two categories: (1) intangible assets with definite lives subject to amortization and (2) intangible assets with indefinite lives not subject to amortization. We determine the useful lives of our identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, our long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, primarily on a straight-line basis, over their useful lives. Intangible assets that are deemed to have indefinite lives are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. | |
Concentrations of Risk | ' |
Concentrations of Risk | |
Our principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, trade receivables, accounts payable and accrued expenses. We invest our funds in a highly rated institution and believe the financial risks associated with cash and cash equivalents in excess of federally insured amounts is minimal. | |
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 be sustained on realization of accounts receivable. | |
Basic and Diluted Net loss Per Share | ' |
Basic and Diluted Net Loss Per Share | |
Net 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 options and warrants and convertible preferred stock. Potential common shares that are anti-dilutive are excluded from the calculation of diluted net loss per common share. | |
For the three months ended March 31, 2014 and 2013, stock options, unvested shares of restricted stock, restricted stock units and warrants with respect to an aggregate of 3,252 and 131 shares have been excluded from the computation of the number of shares used in the diluted earnings per share, respectively. These shares have been excluded because we incurred a net loss for each of these periods and their inclusion would be anti-dilutive. | |
Cumulative Translation Adjustment and Foreign Currency Transactions | ' |
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 subsidiary 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 accumulated as the cumulative translation adjustment included in accumulated other comprehensive income (loss) in the condensed consolidated statements of comprehensive 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 condensed consolidated statements of operations. At March 31, 2014 and December 31, 2013, accumulated other comprehensive loss balances of $597 and $430, respectively, were related to unrealized foreign currency translation adjustments and transaction gains and losses on certain intercompany balances. | |
Non-recurring costs | ' |
Non-recurring costs | |
Transactions that are unusual in nature or which occur infrequently, but not both, are reported as non-recurring costs on our condensed consolidated statements of operations. Non-recurring costs consist primarily of transition and other expenses associated with the DS Waters Agreement as well as other legal, severance and restructuring-related expenses. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In April 2014, the FASB issued updated guidance changing the requirements for reporting discontinued operations. The updated guidance requires that a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or components meet the criteria to be classified as held for sale, is disposed of by sale or is disposed of other than by sale. The updated guidance also requires additional disclosures about discontinued operations. The updates are effective for disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014. The updates are not applicable to a component or components that are classified as held for sale before the effective date. The amendments are not expected to have a significant impact on our consolidated financial statements. | |
In July 2013, the FASB issued updated guidance requiring that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability and should not be combined with deferred tax assets. We have adopted this updated guidance effective January 1, 2014. The adoption did not have a significant impact on our consolidated financial statements. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Discontinued Operations [Abstract] | ' | ||||||||
Financial Information of Disposal Group | ' | ||||||||
The assets and liabilities of the Disposal Group classified as held for sale were as follows: | |||||||||
31-Mar-14 | 31-Dec-13 | ||||||||
Current assets of disposal group held for sale | |||||||||
Accounts receivable, net | $ | 57 | $ | 15 | |||||
Inventories | 129 | 200 | |||||||
Prepaid expenses and other current assets | 10 | 10 | |||||||
$ | 196 | $ | 225 | ||||||
Current liabilities of disposal group held for sale | |||||||||
Accounts payable | $ | 30 | $ | 39 | |||||
Accrued expenses and other current liabilities | 55 | 53 | |||||||
$ | 85 | $ | 92 | ||||||
Liabilities of disposal group held for sale, net of current portion | |||||||||
Other long-term liabilities | $ | 2,000 | $ | 2,000 | |||||
$ | 2,000 | $ | 2,000 | ||||||
The net sales and operating results classified as discontinued operations were as follows: | |||||||||
Three months ended March 31, | |||||||||
2014 | 2013 | ||||||||
Net sales | $ | 142 | $ | 1,849 | |||||
Operating costs and expenses: | |||||||||
Cost of sales | 110 | 1,965 | |||||||
Selling, general and administrative | 151 | 109 | |||||||
Total operating costs and expenses | 261 | 2,074 | |||||||
Loss from discontinued operations | $ | (119 | ) | $ | (225 | ) |
Debt_Capital_Leases_and_Notes_1
Debt, Capital Leases and Notes Payable (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt, Capital Leases and Notes Payable [Abstract] | ' | ||||||||
Debt, Capital Leases and Notes Payable | ' | ||||||||
Long-term debt, capital leases and notes payable are summarized as follows: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Senior revolving credit facility | $ | – | $ | 3,145 | |||||
Comvest Term Loans, net of discount | 22,088 | 19,496 | |||||||
Notes payable and capital leases | 123 | 29 | |||||||
22,211 | 22,670 | ||||||||
Less current portion | (42 | ) | (16 | ) | |||||
Long-term debt, notes payable and capital leases, net of current portion | $ | 22,169 | $ | 22,654 |
Segments_Tables
Segments (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segments [Abstract] | ' | ||||||||
Segment Information | ' | ||||||||
The following table presents segment information for the following periods: | |||||||||
Three months ended March 31, | |||||||||
2014 | 2013 | ||||||||
Segment net sales | |||||||||
Water | $ | 15,891 | $ | 14,910 | |||||
Dispensers | 7,637 | 7,418 | |||||||
$ | 23,528 | $ | 22,328 | ||||||
Segment income (loss) from operations | |||||||||
Water | $ | 4,804 | $ | 4,033 | |||||
Dispensers | 328 | 165 | |||||||
Corporate | (2,921 | ) | (2,745 | ) | |||||
Non-recurring and acquisition-related costs | (1,825 | ) | (13 | ) | |||||
Depreciation and amortization | (2,744 | ) | (2,765 | ) | |||||
$ | (2,358 | ) | $ | (1,325 | ) | ||||
Depreciation and amortization expense: | |||||||||
Water | $ | 2,506 | $ | 2,428 | |||||
Dispensers | 76 | 151 | |||||||
Corporate | 162 | 186 | |||||||
$ | 2,744 | $ | 2,765 | ||||||
Capital expenditures: | |||||||||
Water | $ | 2,623 | $ | 1,363 | |||||
Dispensers | 63 | – | |||||||
Corporate | 17 | 33 | |||||||
$ | 2,703 | $ | 1,396 | ||||||
Identifiable Assets by Segment | ' | ||||||||
At March 31, | At December 31, | ||||||||
Identifiable assets: | 2014 | 2013 | |||||||
Water | $ | 57,447 | $ | 58,057 | |||||
Dispensers | 10,680 | 9,757 | |||||||
Corporate | 2,658 | 2,932 | |||||||
Assets of disposal group held for sale | 196 | 225 | |||||||
$ | 70,981 | $ | 70,971 |
Description_of_Business_and_Si2
Description of Business and Significant Accounting Policies (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
DS Waters' Agreement [Abstract] | ' | ' | ' |
Percentage of volume transitioned to DS Waters with service rights | 0.9 | ' | ' |
Accounts Receivable [Abstract] | ' | ' | ' |
Allowance for doubtful accounts | $195 | ' | $321 |
Basic and Diluted Net loss Per Share [Abstract] | ' | ' | ' |
Shares excluded from computation of number of shares used in diluted earnings per share (in shares) | 3,252 | 131 | ' |
Cumulative Translation Adjustment and Foreign Currency Transactions [Abstract] | ' | ' | ' |
Accumulated other comprehensive income (loss) balances | $597 | ' | $430 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Current assets of disposal group held for sale [Abstract] | ' | ' | ' |
Accounts receivable, net | $57 | ' | $15 |
Inventories | 129 | ' | 200 |
Prepaid expenses and other current assets | 10 | ' | 10 |
Current assets of disposal group held for sale | 196 | ' | 225 |
Current liabilities of disposal group held for sale [Abstract] | ' | ' | ' |
Accounts payable | 30 | ' | 39 |
Accrued expenses and other current liabilities | 55 | ' | 53 |
Liabilities of disposal group held for sale, net of current portion | 85 | ' | 92 |
Liabilities of disposal group held for sale, net of current portion [Abstract] | ' | ' | ' |
Other long-term liabilities | 2,000 | ' | 2,000 |
Liabilities of disposal group held for sale, net of current portion | 2,000 | ' | 2,000 |
Net sales and operating results classified as discontinued operations [Abstract] | ' | ' | ' |
Net sales | 142 | 1,849 | ' |
Operating costs and expenses: | ' | ' | ' |
Cost of sales | 110 | 1,965 | ' |
Selling, general and administrative | 151 | 109 | ' |
Total operating costs and expenses | 261 | 2,074 | ' |
Loss from discontinued operations | ($119) | ($225) | ' |
Debt_Capital_Leases_and_Notes_2
Debt, Capital Leases and Notes Payable (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Loan | ||
Debt Instrument [Line Items] | ' | ' |
Long term debt, notes payable and capital leases | $22,211 | $22,670 |
Less current portion | -42 | -16 |
Long-term debt, notes payable and capital leases, net of current portion | 22,169 | 22,654 |
Number of loans to which third amendment applicable | 2 | ' |
Senior Revolving Credit Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long term debt, notes payable and capital leases | 0 | 3,145 |
Financial covenants, limit on capital expenditure for year one | 6,000 | ' |
Comvest Term Loans [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long term debt, notes payable and capital leases | 22,088 | 19,496 |
Debt instrument, face amount | 15,150 | ' |
Fee paid in connection with the amendment | 150 | ' |
Interest rate (in hundredths) | 12.50% | ' |
Outstanding borrowings | 23,499 | ' |
Financial covenants, limit on capital expenditure for year one | 12,000 | ' |
Notes Payable and Capital Leases [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long term debt, notes payable and capital leases | 123 | 29 |
First Add-On Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Fee paid in connection with the amendment | 425 | ' |
Additional borrowing availability | 3,000 | ' |
Second Add-On Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Additional borrowing availability | 2,500 | ' |
Third Add-On Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Fee paid in connection with the amendment | 263 | ' |
Additional borrowing availability | $2,500 | ' |
Debt_Capital_Leases_and_Notes_3
Debt, Capital Leases and Notes Payable, Line of Credit Facility (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Nov. 06, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Director | Mr. Prim [Member] | Mr. McQuilkin [Member] | Mr. Kilgore [Member] | Insider Participants [Member] | Second and Third Amendment [Member] | Senior Revolving Credit Facility [Member] | Senior Revolving Credit Facility [Member] | Comvest Term Loans [Member] | Comvest Term Loans [Member] | ||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total borrowing availability | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20,000 | ' | ' | ' |
Reserve requirement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' | ' | ' |
Expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Oct-17 | ' | ' | ' |
Outstanding borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
Additional borrowing availability | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,045 | ' | ' | ' |
Deferred loan costs capitalized | ' | ' | ' | ' | ' | ' | ' | ' | 839 | 883 | ' | 1,124 | ' |
Deferred loan costs, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | 482 | 418 | ' | ' |
Supplier financing cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 197 | 108 |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of current directors or stockholders as insider participants | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-recourse, non-voting, last-out participation interests purchased | 1,150 | ' | ' | ' | 250 | 500 | 50 | ' | ' | ' | ' | ' | ' |
Number of current directors who are insider participants | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stocks entitled by warrants (in shares) | 1,731 | 475 | ' | ' | 29 | 57 | 6 | 131 | ' | ' | ' | ' | ' |
Exercise price of warrants (in dollars per share) | $2.30 | $3.04 | ' | $1.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, expiration date | 'April 30, 2020 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial fair value of warrants | 589 | ' | 1,108 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional discount added to term loan due to price adjustment | $305 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revised exercise price of warrant at trailing average stock price (in hundredths) | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Duration of trailing average stock price related to revised exercise price of warrants | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_and_StockB1
Stockholders' Equity and Stock-Based Compensation (Details) (USD $) | 3 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Jan. 31, 2014 | Dec. 31, 2013 | Nov. 06, 2012 |
DS Waters Common Stock Warrant [Abstract] | ' | ' | ' | ' | ' |
Warrants granted (in shares) | 1,731 | ' | 475 | ' | ' |
Warrants exercise price (in dollars per share) | $2.30 | ' | $3.04 | ' | $1.20 |
Warrants, fair value | $589 | ' | ' | $1,108 | ' |
Stock-based compensation expense | $289 | $325 | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (Omnifrio Single-Serve Beverage Business [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Omnifrio Single-Serve Beverage Business [Member] | ' | ' |
Omnifrio Single-Serve Beverage Business [Abstract] | ' | ' |
Deferred purchase price payments | $2,000 | $2,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Taxes [Abstract] | ' | ' |
Income tax provision | $0 | $0 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Fair Value Measurements [Abstract] | ' |
Prepaid and other current assets and in other assets | $10 |
Fair value of barter credits recorded in other assets | $187 |
Segments_Details
Segments (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Segment | |||
Segments [Abstract] | ' | ' | ' |
Number of operating segments | 2 | ' | ' |
Number of reportable segments | 2 | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Segment net sales | $23,528 | $22,328 | ' |
Segment income (loss) from operations | -2,358 | -1,325 | ' |
Depreciation and amortization | -2,744 | -2,765 | ' |
Capital expenditures | 2,703 | 1,396 | ' |
Identifiable assets | 70,981 | ' | 70,971 |
Reconciling Items [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Non-recurring and acquisition-related costs | -1,825 | -13 | ' |
Depreciation and amortization | -2,744 | -2,765 | ' |
Water [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Segment net sales | 15,891 | 14,910 | ' |
Segment income (loss) from operations | 4,804 | 4,033 | ' |
Depreciation and amortization | 2,506 | 2,428 | ' |
Capital expenditures | 2,623 | 1,363 | ' |
Identifiable assets | 57,447 | ' | 58,057 |
Dispensers [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Segment net sales | 7,637 | 7,418 | ' |
Segment income (loss) from operations | 328 | 165 | ' |
Depreciation and amortization | 76 | 151 | ' |
Capital expenditures | 63 | 0 | ' |
Identifiable assets | 10,680 | ' | 9,757 |
Corporate [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Segment income (loss) from operations | -2,921 | -2,745 | ' |
Depreciation and amortization | 162 | 186 | ' |
Capital expenditures | 17 | 33 | ' |
Identifiable assets | 2,658 | ' | 2,932 |
Assets of Disposal Group Held for Sale [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Identifiable assets | $196 | ' | $225 |