Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 06, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Primo Water Corp | ||
Entity Central Index Key | 1365101 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $97,001,594 | ||
Entity Common Stock, Shares Outstanding | 24,645,795 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash | $495 | $394 |
Accounts receivable, net | 9,010 | 7,614 |
Inventories | 6,826 | 6,346 |
Prepaid expenses and other current assets | 1,279 | 1,499 |
Total current assets | 17,610 | 15,853 |
Bottles, net | 3,574 | 4,104 |
Property and equipment, net | 34,235 | 38,634 |
Intangible assets, net | 9,452 | 10,872 |
Other assets | 877 | 1,508 |
Total assets | 65,748 | 70,971 |
Current liabilities: | ||
Accounts payable | 12,499 | 10,943 |
Accrued expenses and other current liabilities | 4,343 | 3,472 |
Current portion of capital leases and notes payable | 106 | 16 |
Total current liabilities | 16,948 | 14,431 |
Long-term debt, capital leases and notes payable, net of current portion | 24,210 | 22,654 |
Liabilities of disposal group, net of current portion, and other long-term liabilities | 2,316 | 2,330 |
Total liabilities | 43,474 | 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, 24,642 and 24,076 shares issued and outstanding at December 31, 2014 and 2013, respectively | 25 | 24 |
Additional paid-in capital | 277,708 | 273,379 |
Common stock warrants | 8,659 | 8,420 |
Accumulated deficit | -263,304 | -249,837 |
Accumulated other comprehensive loss | -814 | -430 |
Total stockholders' equity | 22,274 | 31,556 |
Total liabilities and stockholders' equity | $65,748 | $70,971 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 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) | 24,642 | 24,076 |
Common stock, shares outstanding (in shares) | 24,642 | 24,076 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Net sales | $106,322 | $91,209 |
Operating costs and expenses: | ||
Cost of sales | 78,452 | 68,367 |
Selling, general and administrative expenses | 18,969 | 15,025 |
Non-recurring costs | 2,881 | 777 |
Depreciation and amortization | 10,655 | 11,333 |
Loss on disposal and impairment of property and equipment | 2,104 | 126 |
Total operating costs and expenses | 113,061 | 95,628 |
Loss from operations | -6,739 | -4,419 |
Interest expense | 6,325 | 4,425 |
Loss from continuing operations | -13,064 | -8,844 |
Loss from discontinued operations | -403 | -1,862 |
Net loss | ($13,467) | ($10,706) |
Basic and diluted loss per common share: | ||
Loss from continuing operations (in dollars per share) | ($0.54) | ($0.37) |
Loss from discontinued operations (in dollars per share) | ($0.01) | ($0.08) |
Net loss (in dollars per share) | ($0.55) | ($0.45) |
Basic and diluted weighted average common shares outstanding (in shares) | 24,339 | 23,935 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | ||
Net loss | ($13,467) | ($10,706) |
Other comprehensive loss: | ||
Foreign currency translation adjustments, net | -384 | -394 |
Comprehensive loss | ($13,851) | ($11,100) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Warrants [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
In Thousands, unless otherwise specified | ||||||
Balance at Dec. 31, 2012 | $24 | $272,336 | $8,420 | ($239,131) | ($36) | $41,613 |
Balance (in shares) at Dec. 31, 2012 | 23,772 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Employee stock compensation plans, net | 0 | 1,047 | 0 | 0 | 0 | 1,047 |
Employee stock compensation plans, net (in shares) | 304 | |||||
Issuance of common stock, net of issuance costs | 0 | -4 | 0 | 0 | 0 | -4 |
Issuance of common stock, net of issuance costs (in shares) | 0 | |||||
Issuance of DS Services' common stock warrant | 0 | |||||
Net loss | 0 | 0 | 0 | -10,706 | 0 | -10,706 |
Other comprehensive loss | 0 | 0 | 0 | 0 | -394 | -394 |
Balance at Dec. 31, 2013 | 24 | 273,379 | 8,420 | -249,837 | -430 | 31,556 |
Balance (in shares) at Dec. 31, 2013 | 24,076 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Employee stock compensation plans, net | 1 | 3,979 | 0 | 0 | 0 | 3,980 |
Employee stock compensation plans, net (in shares) | 274 | |||||
Cashless exercise of common stock warrants | 0 | 350 | -350 | 0 | 0 | 0 |
Cashless exercise of common stock warrants (in shares) | 292 | |||||
Issuance of DS Services' common stock warrant | 0 | 0 | 589 | 0 | 0 | 589 |
Issuance of DS Services' common stock warrant (in shares) | 0 | |||||
Net loss | 0 | 0 | 0 | -13,467 | 0 | -13,467 |
Other comprehensive loss | 0 | 0 | 0 | 0 | -384 | -384 |
Balance at Dec. 31, 2014 | $25 | $277,708 | $8,659 | ($263,304) | ($814) | $22,274 |
Balance (in shares) at Dec. 31, 2014 | 24,642 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flows from operating activities: | ||
Net loss | ($13,467) | ($10,706) |
Less: Loss from discontinued operations | -403 | -1,862 |
Loss from continuing operations | -13,064 | -8,844 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 10,655 | 11,333 |
Loss on disposal and impairment of property and equipment | 2,104 | 126 |
Stock-based compensation expense | 4,023 | 1,034 |
Non-cash interest expense | 2,776 | 1,162 |
Issuance of DS Services' common stock warrant | 589 | 0 |
Other | -62 | -132 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -1,228 | 2,464 |
Inventories | -528 | 1,205 |
Prepaid expenses and other assets | 90 | -308 |
Accounts payable | 2,299 | -437 |
Accrued expenses and other liabilities | 769 | -970 |
Net cash provided by operating activities | 8,423 | 6,633 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -5,449 | -4,793 |
Purchases of bottles, net of disposals | -2,473 | -2,507 |
Proceeds from the sale of property and equipment | 727 | 38 |
Additions to and acquisitions of intangible assets | -33 | -45 |
Net cash used in investing activities | -7,228 | -7,307 |
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facilities | 48,353 | 91,135 |
Payments under Revolving Credit Facilities | -47,498 | -95,067 |
Borrowings under Term loans | 22,500 | 5,500 |
Payments under Term loans | -23,499 | 0 |
Note payable and capital lease payments | -147 | -15 |
Debt issuance costs and other | -640 | -801 |
Stock option and employee stock purchase activity, net | 198 | 130 |
Net cash (used in) provided by financing activities | -733 | 882 |
Cash (used in) provided by operating activities of discontinued operations | -259 | 56 |
Effect of exchange rate changes on cash | -102 | -104 |
Net increase in cash | 101 | 160 |
Cash, beginning of year | 394 | 234 |
Cash, end of period | $495 | $394 |
Description_of_Business_and_Si
Description of Business and Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 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. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
Our consolidated financial statements include the accounts of Primo and our wholly-owned subsidiaries. All intercompany amounts and transactions have been eliminated in consolidation. Our consolidated statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of our financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions used to determine certain amounts that affect the financial statements are reasonable, based on information available at the time they are made. To the extent there are material differences between these estimates and actual results, our consolidated financial statements may be affected. Some of the more significant estimates include valuation of inventories, future cash flows associated with long-lived assets, fair value assumptions in analyzing valuation of intangible assets, assumptions involved in valuing equity awards, valuation of deferred taxes and allowance for sales returns. | |||||||||||||||||
Reclassifications | |||||||||||||||||
Certain amounts reported previously have been reclassified to conform to the current year presentation, with no effect on stockholders’ equity or net loss as previously presented. | |||||||||||||||||
Discontinued Operations | |||||||||||||||||
As described in Note 3, 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 Services Agreement | |||||||||||||||||
On November 12, 2013, we entered into a strategic alliance agreement (the “DS Services Agreement”) with DS Services of America, Inc. (“DS Services”) pursuant to which DS Services has become our primary bottler and distributor and provider of exchange and supply services for the Exchange business in the United States. Pursuant to the agreement, we have also begun the transition of DS Services retail customers to Primo, which we expect to be completed by June 30, 2015. | |||||||||||||||||
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 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 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. | |||||||||||||||||
Cash | |||||||||||||||||
All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. The Company had no cash equivalents at either December 31, 2014 or 2013. | |||||||||||||||||
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 $107 and $321 at December 31, 2014 and 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. | |||||||||||||||||
Beginning Balance | Amounts Charged or (Credited) to Expense | Deductions | Ending Balance | ||||||||||||||
Year Ended December 31, 2014 | $ | 321 | (273 | ) | 59 | $ | 107 | ||||||||||
Year Ended December 31, 2013 | $ | 792 | (275 | ) | (196 | ) | $ | 321 | |||||||||
Inventories | |||||||||||||||||
Our water dispenser inventories consist primarily of finished goods and are valued at the lower of cost or realizable value, with cost determined using the first-in, first-out (FIFO) method. The cost basis of multi-gallon purified bottled water held on consignment at retail store locations is the amount paid to independent distributors who deliver our water. | |||||||||||||||||
Bottles | |||||||||||||||||
Bottles consist of three- and five- gallon refillable polycarbonate bottles used in our exchange business and are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of two years. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment are stated at cost, less accumulated depreciation and amortization. Internal and external costs incurred to acquire and create internal use software are capitalized and amortized over the useful life of the software. Depreciation and amortization is generally calculated using straight-line methods over estimated useful lives that range from two to ten years, taking into account estimated salvage values for certain assets. | |||||||||||||||||
We incur maintenance costs on our major equipment. Maintenance, repair and minor refurbishment costs are charged to expense as incurred, while additions, renewals, and improvements are capitalized. | |||||||||||||||||
Customer Bottle Deposits | |||||||||||||||||
In our Canadian Exchange business, we collect a refundable deposit on each customer’s initial purchase of our water. If a customer decides to exit our program, the deposit is refunded. At December 31, 2014 and 2013, customer bottle deposits of $707 and $708, respectively, were reported in accrued expenses and other current liabilities on our Consolidated Balance Sheets. We estimate a portion of deposits which, based on historical experience, we do not believe will be refunded to customers. The customer bottle deposit liability was reduced by $215 and $180 for 2014 and 2013, respectively, for such 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, as of December 31, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test for indefinite-lived intangibles consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. | |||||||||||||||||
Long-Lived Assets | |||||||||||||||||
We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset at the date it is tested for recoverability, whether in use or under development. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
We estimate the grant date fair value of equity awards and amortize this value over the performance or service period. We measure the fair value of stock options and awards granted under the Primo Water Corporation Value Creation Plan (the “VCP”) using a Black-Scholes option pricing model which incorporates multiple complex and subjective inputs and assumptions (see “Note 9 – Stock-Based Compensation”). These variables include the expected term of the award, the expected stock price volatility over the expected term and risk-free interest rate. For restricted stock awards, we measure the fair value based upon the market price of our common stock on the date of the grant. Compensation expense is generally recognized on a straight-line basis for over the service period. For awards with performance conditions, we begin recognizing compensation expense when it becomes probable that the performance condition will be attained. Stock-based compensation expense is reflected in selling, general, and administrative expenses. | |||||||||||||||||
Research, Development and Engineering | |||||||||||||||||
Research, development and engineering costs, primarily related to the design and innovation of water dispensers, are expensed as incurred. | |||||||||||||||||
Advertising Costs | |||||||||||||||||
Costs incurred for producing and distributing advertising and advertising materials are expensed as incurred or the first time the advertising takes place. Advertising costs totaled $28 and $70 for 2014 and 2013, respectively, and are included in selling, general, and administrative expenses. | |||||||||||||||||
Concentrations of Risk | |||||||||||||||||
Our principal financial instruments subject to potential concentration of credit risk are cash, trade receivables and accounts payable. We invest our funds in a highly rated institution and believe the financial risk associated with cash in excess of federally insured amounts is minimal. At December 31, 2014 and 2013, $175 and $171, respectively, of our cash on deposit exceeded the insured limits. | |||||||||||||||||
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. We had two customers that accounted for approximately 40% and 22% of sales in 2014 and two customers that accounted for approximately 45% and 25% of sales in 2013. These two customers purchased products from both our Water and Dispensers Segments. We had three customers that accounted for approximately 41%, 18% and 10% of total trade receivables at December 31, 2014 and three customers that accounted for approximately 42%, 11% and 8% of total trade receivables at December 31, 2013. | |||||||||||||||||
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 stock options, unvested shares of restricted stock, restricted stock units and warrants. Potential common shares that are anti-dilutive are excluded from the calculation of diluted net loss per common share. | |||||||||||||||||
For the years ended December 31, 2014 and 2013, stock options, unvested shares of restricted stock, restricted stock units and warrants with respect to an aggregate of 3,154 and 2,611 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. | |||||||||||||||||
Income Taxes | |||||||||||||||||
We account for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent that utilization is not presently more likely than not. | |||||||||||||||||
As required by U.S. GAAP, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. | |||||||||||||||||
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 statement of stockholders’ equity. 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 statement of operations. At December 31, 2014 and 2013, accumulated other comprehensive loss balances of $814 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 Consolidated Statements of Operations. Non-recurring costs consist primarily of transition and other expenses associated with the DS Services Agreement as well as other legal, severance and restructuring-related expenses. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
Going Concern | |||||||||||||||||
In August 2014, the Financial Acccounting Standards Board (FASB) issued updated guidance clarifying management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The updated guidance requires that an entity’s management evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The update is effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. The amendment is not expected to have an impact on our consolidated financial statements. | |||||||||||||||||
Revenue from Contracts with Customers | |||||||||||||||||
In May 2014, the FASB issued updated guidance which supersedes existing revenue recognition requirements in U.S. GAAP. The updated guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the guidance establishes a five-step approach for the recognition of revenue. The update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. We are currently evaluating the impact of adopting this guidance on our consolidated financial statements. | |||||||||||||||||
Discontinued Operations | |||||||||||||||||
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 amendment is not expected to have a significant impact on our consolidated financial statements. | |||||||||||||||||
Presentation of Unrecognized Tax Benefits | |||||||||||||||||
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. |
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||||||||||
Intangible Assets | 2 | Intangible Assets | |||||||||||||||||||||||
Intangible assets are summarized as follows: | |||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||
Intangible Assets | Intangible Assets | ||||||||||||||||||||||||
Amortized intangible assets: | |||||||||||||||||||||||||
Customer relationships | $ | 15,593 | $ | (6,508 | ) | $ | 9,085 | $ | 15,926 | $ | (5,687 | ) | $ | 10,239 | |||||||||||
Patent costs | 1,195 | (1,084 | ) | 111 | 1,188 | (785 | ) | 403 | |||||||||||||||||
16,788 | (7,592 | ) | 9,196 | 17,114 | (6,472 | ) | 10,642 | ||||||||||||||||||
Unamortized intangible assets: | |||||||||||||||||||||||||
Trademarks | 256 | – | 256 | 230 | – | 230 | |||||||||||||||||||
Total | $ | 17,044 | $ | (7,592 | ) | $ | 9,452 | $ | 17,344 | $ | (6,472 | ) | $ | 10,872 | |||||||||||
Amortization expense for intangible assets was $1,215 and $1,410 in 2014 and 2013, respectively. Amortization expense related to intangible assets, which is an estimate for each future year and subject to change, is as follows: | |||||||||||||||||||||||||
2015 | $ | 988 | |||||||||||||||||||||||
2016 | 853 | ||||||||||||||||||||||||
2017 | 832 | ||||||||||||||||||||||||
2018 | 827 | ||||||||||||||||||||||||
2019 | 826 | ||||||||||||||||||||||||
Thereafter | 4,870 | ||||||||||||||||||||||||
Total | $ | 9,196 |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Discontinued Operations [Abstract] | |||||||||
Discontinued Operations | 3 | 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 are summarized as follows: | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Current assets of disposal group held for sale | |||||||||
Accounts receivable, net | $ | – | $ | 15 | |||||
Inventories | – | 200 | |||||||
Prepaid expenses and other current assets | – | 10 | |||||||
$ | – | $ | 225 | ||||||
Current liabilities of disposal group held for sale | |||||||||
Accounts payable | $ | 15 | $ | 39 | |||||
Accrued expenses and other current liabilities | 8 | 53 | |||||||
$ | 23 | $ | 92 | ||||||
Liabilities of disposal group held for sale, net of current portion | |||||||||
Other long-term liabilities | $ | 1,987 | $ | 2,000 | |||||
$ | 1,987 | $ | 2,000 | ||||||
The net sales and operating results classified as discontinued operations were as follows: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Net sales | $ | 219 | $ | 2,706 | |||||
Operating costs and expenses: | |||||||||
Cost of sales | 264 | 3,020 | |||||||
Selling, general and administrative | 358 | 479 | |||||||
Barter credit impairment | – | 1,069 | |||||||
Total operating costs and expenses | 622 | 4,568 | |||||||
Loss from discontinued operations | $ | (403 | ) | $ | (1,862 | ) | |||
Omnifrio Single-Serve Beverage Business | |||||||||
On April 11, 2011, we completed the acquisition of certain intellectual property and other assets (the “Omnifrio Single-Serve Beverage Business”) from Omnifrio Beverage Company, LLC (“Omnifrio”) for consideration which included, among other items, up to $3,000 in milestone payments and $2,000 in deferred purchase price payments. On July 19, 2013, as amended July 19, 2014, 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 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. As of December 31, 2014, no such sale has been negotiated. Pursuant to the October 18, 2014 second amendment to the conditional settlement and release agreement, a portion of certain fees paid by Primo to Omnifrio and certain other parties was used to reduce the balance of the deferred purchase price payments. The amended agreement is effective through April 17, 2015. Deferred purchase price payments totaling $1,987 and $2,000 as of December 31, 2014 and 2013, respectively, were included within liabilities of disposal group, net of current portion, and other long-term liabilities on the consolidated balance sheets. |
Bottles
Bottles | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Bottles [Abstract] | |||||||||
Bottles | 4 | Bottles | |||||||
Bottles are summarized as follows at December 31: | |||||||||
2014 | 2013 | ||||||||
Cost | $ | 4,747 | $ | 4,535 | |||||
Less accumulated depreciation | (1,173 | ) | (431 | ) | |||||
$ | 3,574 | $ | 4,104 | ||||||
Depreciation expense for bottles was $2,452 and $2,186 for 2014 and 2013, respectively. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment [Abstract] | |||||||||
Property and Equipment | 5 | Property and Equipment | |||||||
Property and equipment is summarized as follows at December 31: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Leasehold improvements | $ | 90 | $ | 87 | |||||
Machinery and equipment | 6,940 | 8,347 | |||||||
Vending equipment | 25,249 | 23,275 | |||||||
Racks and display panels | 30,047 | 34,370 | |||||||
Office furniture and equipment | 234 | 234 | |||||||
Software and computer equipment | 4,227 | 3,972 | |||||||
Vehicles under capital leases | 427 | – | |||||||
Equipment not in service | 721 | 1,525 | |||||||
67,935 | 71,810 | ||||||||
Less accumulated depreciation and amortization | (33,700 | ) | (33,176 | ) | |||||
$ | 34,235 | $ | 38,634 | ||||||
During 2014, as part of the transition of bottling and distribution responsibilities in our Exchange services to DS Services, we entered into arrangements to sell or otherwise dispose of certain racks and machinery in exchange for cash proceeds of $825. The racks and machinery disposed of had a gross carrying value of $5,037 and accumulated depreciation of $(3,600) reported within property and equipment, net on our consolidated balance sheets. The expected total sales proceeds, less amounts collected during 2014, is presented as a receivable in prepaid expenses and other current assets on our consolidated balance sheets at December 31, 2014. The disposals resulted in a loss of $612 which is reported within loss on disposal and impairment of property and equipment on our consolidated statements of operations for 2014. | |||||||||
During 2014, we recorded a $824 impairment associated with certain Refill equipment that is not expected to generate future cash flows sufficient to recover the net book value of the equipment. The vending equipment had a gross carrying value of $1,374 and accumulated depreciation of $(492) prior to its impairment. Its estimated salvage value of $58 is reported as part of equipment not in service within property and equipment, net on our consolidated balance sheets at December 31, 2014. The impairment is reported within loss on disposal and impairment of property and equipment on our consolidated statements of operations for 2014. | |||||||||
When we replace Refill equipment at a customer location with new equipment, the remaining net book value, adjusted for any salvage or residual value, associated with the original equipment and related capitalized installation costs is removed resulting in a loss on disposal. The new equipment and related installation costs are capitalized and depreciated over the estimated useful life of the asset. Such disposals resulted in losses of $573 and $165 and 2014 and 2013, respectively, which are reported within loss on disposal and impairment of property and equipment on our consolidated statements of operations. | |||||||||
The table below summarizes our loss on disposal and impairment of property and equipment: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Refill vending equipment impairments | $ | 824 | $ | – | |||||
Loss on disposals of Exchange racks and machinery associated with DS Services transition | 612 | – | |||||||
Loss on disposal of refill vending equipment and related installation costs | 573 | 165 | |||||||
Loss (gain) on other disposals | 95 | (39 | ) | ||||||
$ | 2,104 | $ | 126 | ||||||
Depreciation expense for property and equipment was $6,988 and $7,737 for 2014 and 2013, respectively. |
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Expenses and Other Current Liabilities [Abstract] | |||||||||
Accrued Expenses and Other Current Liabilities | 6 | Accrued Expenses and Other Current Liabilities | |||||||
Accrued expenses and other current liabilities are summarized as follows: | |||||||||
2014 | 2013 | ||||||||
Accrued payroll and related items | $ | 905 | $ | 335 | |||||
Accrued severance | – | 164 | |||||||
Accrued professional and other expenses | 1,535 | 1,405 | |||||||
Accrued interest | 460 | 229 | |||||||
Accrued sales tax payable | 373 | 217 | |||||||
Customer bottle deposits | 707 | 708 | |||||||
Other | 340 | 322 | |||||||
Current liabilities of disposal group held for sale | 23 | 92 | |||||||
$ | 4,343 | $ | 3,472 |
Debt_Capital_Leases_and_Notes_
Debt, Capital Leases and Notes Payable | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Debt, Capital Leases and Notes Payable [Abstract] | |||||||||||||||||||||
Debt, Capital Leases and Notes Payable | 7 | Debt, Capital Leases and Notes Payable | |||||||||||||||||||
Debt, capital leases and notes payable are summarized as follows: | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Revolving Credit Facility | $ | 4,000 | $ | – | |||||||||||||||||
Term Notes | 20,000 | – | |||||||||||||||||||
Prior Senior Revolving Credit Facility | – | 3,145 | |||||||||||||||||||
Prior Term Loans, net of discount | – | 19,496 | |||||||||||||||||||
Capital leases | 304 | – | |||||||||||||||||||
Notes payable | 12 | 29 | |||||||||||||||||||
24,316 | 22,670 | ||||||||||||||||||||
Less current portion | (106 | ) | (16 | ) | |||||||||||||||||
Long-term debt, capital leases and notes payable, net of current portion | $ | 24,210 | $ | 22,654 | |||||||||||||||||
Revolving Credit Facility and Term Notes | |||||||||||||||||||||
On June 20, 2014, we entered into a note purchase agreement (the “Credit Agreement”) that provides up to $35,000 in secured indebtedness and consists of a $15,000 revolving credit facility (the “Revolving Credit Facility”) and $20,000 in term notes (the “Term Notes”). We repaid outstanding Prior Term Loans and borrowings outstanding on the Prior Senior Revolving Credit Facility, described below, upon entering into the Credit Agreement. The Revolving Credit Facility matures on June 20, 2019 with all outstanding borrowings and accrued interest to be repaid on such date and the Term Notes mature on June 20, 2021 with all outstanding indebtedness and accrued interest to be repaid on such date. The Revolving Credit Facility and Term Notes are secured on a first priority basis by substantially all of our assets. | |||||||||||||||||||||
Interest on outstanding amounts owed under the Term Notes is payable quarterly at the rate of 7.8%. Principal payments under the Term Notes are payable in five annual $4,000 installments beginning on June 20, 2017. Total costs associated with the Term Notes were $338, which have been capitalized as deferred loan costs and are being amortized as part of interest expense over the term of the Term Notes. At December 31, 2014, accumulated amortization related to Term Notes deferred loan costs was $34. | |||||||||||||||||||||
Interest on outstanding borrowings under the Revolving Credit Facility is payable at our option at either (i) the Base Rate, defined as the greater of the Prime Rate, the Federal Funds Effective Rate plus 0.50% or the LIBOR for a three-month interest period plus 1.0%, plus in each such case a margin of 3.25% or (ii) a one-, two-, three- or six-month LIBOR rate, plus a margin of 4.25%. We are required to pay a commitment fee of 0.50% on the unused amount of the commitment under the Revolving Credit Facility. Total costs associated with the Revolving Credit Facility were $213, which have been capitalized as deferred loan costs and are being amortized as part of interest expense over the term of the Revolving Credit Facility. At December 31, 2014, accumulated amortization related to Revolving Credit Facility deferred loan costs was $21. As of December 31, 2014, we had $4,000 in outstanding borrowings at a weighted-average interest rate of 4.67% and our remaining availability was $11,000 under the Revolving Credit Facility. | |||||||||||||||||||||
The Credit Agreement contains a number of affirmative and restrictive financial covenants (including limitations on dissolutions, sales of assets, investments, and indebtedness and liens) that use adjusted EBITDA. Adjusted EBITDA is a non-U.S. GAAP financial measure that is calculated as loss from continuing operations before depreciation and amortization; interest expense; non-cash, stock-based compensation expense; non-recurring costs; and loss on disposal and impairment of property and equipment and other. | |||||||||||||||||||||
The covenants included in the Revolving Credit Facility are as follows: (i) a ratio of consolidated total indebtedness to adjusted EBITDA of no more than 3.00 to 1.00 as of the last day of each month (measured on a trailing four-quarter basis), declining to 2.75 on October 31, 2015 and thereafter, (ii) a consolidated tangible net worth requirement measured at the end of each month of no less than $11,000 plus 50% of consolidated net income on a cumulative basis for each succeeding fiscal quarter, commencing with the quarter ended June 30, 2014 (net losses are disregarded), and (iii) a ratio of adjusted EBITDA to consolidated fixed charges of no less than 0.90 to 1.00 as of the last day of each quarter (measured on a trailing four-quarter basis), increasing to 1.00 on March 31, 2015 and thereafter. At December 31, 2014 we were in compliance with all covenants with: (i) a consolidated total indebtedness to adjusted EBITDA ratio of 1.90 to 1.00, (ii) consolidated tangible net worth of $12,822 compared to the minimum of $11,109 and (iii) an adjusted EBITDA to consolidated fixed charges ratio of 1.12. | |||||||||||||||||||||
In connection with the closing of the new credit facility, we immediately expensed the remaining $883 in deferred loan costs, $583 in debt discount and $677 in original issue discount related to the Prior Senior Revolving Credit Facility and Prior Term Loans, described below. Interest expense, inclusive of the write-off described above, related to deferred loan cost amortization, debt discount and original issue discount amortization for the Prior Senior Revolving Credit Facility and the Prior Term Loans totaled $2,718 for 2014. In addition, we paid a $705 early payment penalty associated with the Prior Term Loans. | |||||||||||||||||||||
Prior Senior Revolving Credit Facility and Prior Term Loans | |||||||||||||||||||||
We entered into a senior revolving credit facility on April 30, 2012, as amended on February 21, 2013 (the “Prior Senior Revolving Credit Facility”). The Prior Senior Revolving Credit Facility provided 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. | |||||||||||||||||||||
We entered into a credit and security agreement on April 30, 2012, as amended on November 6, 2012, June 14, 2013, and December 24, 2013, pursuant to which $23,150 in term loans were provided (the “Prior Term Loans”). | |||||||||||||||||||||
As described above, we repaid borrowings outstanding on the Prior Senior Revolving Credit Facility and Prior Term Loans upon entering into the Revolving Credit Facility. | |||||||||||||||||||||
We periodically enter into capital leases and notes payable for related to service vehicles for field operations and had three such capital leases and notes payable outstanding at December 31, 2014. | |||||||||||||||||||||
The aggregate future maturities of debt, capital leases and notes payable as of December 31, 2014 were as follows: | |||||||||||||||||||||
Notes payable | Capital leases | Revolving Credit | Term Notes | Total | |||||||||||||||||
Facility | |||||||||||||||||||||
2015 | $ | 10 | $ | 149 | $ | – | $ | – | $ | 159 | |||||||||||
2016 | 2 | 147 | – | – | 149 | ||||||||||||||||
2017 | – | 120 | – | 4,000 | 4,120 | ||||||||||||||||
2018 | – | – | – | 4,000 | 4,000 | ||||||||||||||||
2019 | – | – | 4,000 | 4,000 | 8,000 | ||||||||||||||||
Thereafter | – | – | – | 8,000 | 8,000 | ||||||||||||||||
$ | 12 | $ | 416 | $ | 4,000 | $ | 20,000 | $ | 24,428 | ||||||||||||
Less: amounts representing estimated executory costs | – | (90 | ) | – | – | (90 | ) | ||||||||||||||
Less: amounts representing interest | – | (22 | ) | – | – | (22 | ) | ||||||||||||||
$ | 12 | $ | 304 | $ | 4,000 | $ | 20,000 | $ | 24,316 | ||||||||||||
Accounts payable included $5,050 at December 31, 2013 of amounts owed to a supplier with extended payment terms allowing us to pay in 120 days. During 2014, we discontinued the financing arrangement with the resumption of normal terms with the supplier. Interest expense includes financing costs of $305 and $669 for the years ended December 31, 2014 and 2013, respectively, related to amounts owed to this supplier. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stockholders' Equity [Abstract] | |||||||||||||
Stockholders' Equity | 8 | Stockholders’ Equity | |||||||||||
Common Stock Warrants | |||||||||||||
The Prior Term Loans were accompanied by a detachable warrant to purchase 1,731 shares of our common stock (the “Comvest Warrant”), including detachable warrants to purchase 131 shares of our common stock received by five of our current directors or stockholders (the “Insider Participants”). The Comvest Warrant is immediately exercisable at an exercise price of $2.30 per share and expires April 30, 2020. The initial fair value of the warrants as determined using the Black-Scholes pricing model of $1,108 was recorded as an increase to original issue discount on the Prior Term Loans and to Common stock warrants. | |||||||||||||
For the non-Insider Participants, the exercise price of their portion of the Comvest Warrant was adjusted to $1.20 on November 6, 2012. The original issue discount on the Prior Term Loan and Common stock warrants were increased by $305, representing the change in the estimated fair value immediately before and after the modification. The revised warrant exercise price was set at 150% of the 30-day trailing average stock price. No changes were made to the warrants we issued to the five directors and stockholders of Primo. During 2014, we issued 292 shares of our common stock upon partial cashless exercises of 400 shares of the Comvest Warrant. At December 31, 2014, 1,331 Comvest Warrants remain outstanding. | |||||||||||||
As part of the DS Services Agreement, on January 1, 2014, we granted DS Services a warrant to purchase 475 shares of our common stock (the “DS Services Warrant”). The DS Services 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 consolidated balance sheets and in non-recurring costs on our consolidated statements of operations. | |||||||||||||
A summary of common stock warrant activity for the years ended December 31, 2014 and 2013 is presented below: | |||||||||||||
Warrants | Weighted Average Exercise Price | Weighted | |||||||||||
Average | |||||||||||||
Remaining Life | |||||||||||||
(Years) | |||||||||||||
Warrants outstanding, December 31, 2012 | 2,602 | $ | 4.95 | 6.34 | |||||||||
Warrants outstanding, December 31, 2013 | 2,602 | $ | 4.95 | 5.34 | |||||||||
Grant of DS Services Warrant | 475 | $ | 3.04 | ||||||||||
Partial exercises of Comvest Warrant | (400 | ) | $ | 1.2 | |||||||||
Warrants outstanding, December 31, 2014 | 2,677 | $ | 5.14 | 4.5 |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stock-Based Compensation [Abstract] | |||||||||||||||||
Stock-Based Compensation | 9 | Stock-Based Compensation | |||||||||||||||
Overview | |||||||||||||||||
In 2004, our Board of Directors adopted the Primo Water Corporation 2004 Stock Plan (the “2004 Plan”) for employees, including officers, non-employee directors and non-employee consultants. The Plan provides for the issue of incentive or nonqualified stock options and restricted common stock. We do not intend to issue any additional awards under the 2004 Plan; however, all outstanding awards will remain in effect and will continue to be governed by their existing terms. | |||||||||||||||||
In April 2010, our stockholders adopted the 2010 Omnibus Long-Term Incentive Plan (the “2010 Plan”, or, together with the 2004 Plan, the “Plans”). The 2010 Plan is limited to employees, officers, non-employee directors, consultants and advisors. The 2010 Plan provides for the issuance of incentive or nonqualified stock options, restricted stock, stock appreciation rights, restricted stock units, cash- or stock-based performance awards and other stock-based awards. Any shares of Common Stock subject to stock options granted under the 2004 Plan that are cancelled, expired, forfeited, settled in cash or otherwise terminated without delivery of shares of common stock will be available for issuance under the 2010 Plan. We have 2,650 shares of common stock authorized for issuance under the Plans. To date all equity awards under the 2010 Plan have consisted of nonqualified stock options, restricted stock and restricted stock units. | |||||||||||||||||
As of December 31, 2014, there were 386 shares available for future issuance under the 2004 and 2010 Plans. Total non-cash stock-based compensation expense by award type for all of our plans, all of which is included in selling, general and administrative expenses on our consolidated statements of operations, was as follows: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
2004 and 2010 Plans: | |||||||||||||||||
Stock options | $ | 420 | $ | 448 | |||||||||||||
Restricted stock | 997 | 586 | |||||||||||||||
Value Creation Plan | 2,566 | – | |||||||||||||||
Employee Stock Purchase Plan | 40 | – | |||||||||||||||
$ | 4,023 | $ | 1,034 | ||||||||||||||
Stock Options under the 2004 and 2010 Plans | |||||||||||||||||
Stock options are granted with an exercise price equal to 100% of the fair market value per share of the common stock on the date of grant. For purposes of determining compensation expense for stock option awards, the fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The key assumptions used in the Black-Scholes model for options granted during 2014 and 2013 were as follows: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Expected life of options in years | 6.0 - 6.3 | 6.3 | |||||||||||||||
Risk-free interest rate | 1.8% - 2.0 | % | 1.1% - 2.0 | % | |||||||||||||
Expected volatility | 45.0% - 47.0 | % | 47 | % | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
The risk free interest rate is based on the U.S. Treasury rate for the expected life at the time of grant. Our expected volatility is based on the average long-term historical volatilities of peer companies. We intend to continue to consistently use the same group of publicly traded peer companies to determine expected volatility in the future until sufficient information regarding volatility of our share price becomes available or the selected companies are no longer suitable for this purpose. Also, due to our limited trading history, we are using the “simplified method” to calculate expected holding periods, which represents the period of time that options granted are expected to be outstanding. We will continue to use this method until we have sufficient historical exercise experience to give us confidence that our calculations based on such experience will be reliable. The dividend yield assumption is based on our current intent not to issue dividends. | |||||||||||||||||
A summary of stock option activity for the year ended December 31, 2014, is presented as follows: | |||||||||||||||||
Options | Weighted Average Exercise Price | Weighted Average Remaining Life (Years) | Aggregate Intrinsic Value | ||||||||||||||
Options outstanding, December 31, 2013 | 1,387 | $ | 3.66 | ||||||||||||||
Granted | 443 | $ | 3.56 | ||||||||||||||
Exercised | (71 | ) | $ | 1.55 | |||||||||||||
Forfeited | (165 | ) | $ | 4.75 | |||||||||||||
Options outstanding, December 31, 2014 | 1,594 | $ | 3.61 | 7.6 | $ | 3,135 | |||||||||||
Options vested and expected to vest, December 31, 2014 | 1,500 | $ | 3.68 | 7.5 | $ | 2,973 | |||||||||||
Options exercisable, December 31, 2014 | 838 | $ | 4.53 | 6.7 | $ | 1,831 | |||||||||||
The weighted-average fair value per share of the options granted during 2014 and 2013 was $1.66 and $1.02, respectively. The total intrinsic value of the options exercised during 2014 and 2013 was $209 and $44, respectively. | |||||||||||||||||
As of December 31, 2014, there was $606 of unrecognized compensation expense, net of estimated forfeitures, related to outstanding stock options which is expected to be recognized over a weighted-average period of 1.8 years. Cash received from option exercises for 2014 and 2013 was $110 and $66, respectively. | |||||||||||||||||
Restricted Stock under the 2004 and 2010 Plans | |||||||||||||||||
A summary of restricted stock activity for the year ended December 31, 2014 is presented below: | |||||||||||||||||
Number of Shares | Weighted Average | ||||||||||||||||
Grant Date Price | |||||||||||||||||
Per Share | |||||||||||||||||
Unvested at December 31, 2013 | 63 | $ | 4.36 | ||||||||||||||
Granted | 141 | $ | 4.4 | ||||||||||||||
Vested | (166 | ) | $ | 4.84 | |||||||||||||
Forfeited | (1 | ) | $ | 12.33 | |||||||||||||
Unvested at December 31, 2014 | 37 | $ | 2.29 | ||||||||||||||
The fair value of restricted stock awards is estimated based on the closing price of our stock on the date of grant, and, for the purposes of expense recognition, the total new number of shares expected to vest is adjusted for estimated forfeitures. As of December 31, 2014, there was $48 of unrecognized compensation expense, net of estimated forfeitures, related to non-vested restricted stock which is expected to be recognized over a weighted-average period of 2.4 years. | |||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
In April 2010, our stockholders approved the 2010 Employee Stock Purchase Plan (the “ESPP”) which was effective upon the consummation of our IPO. The ESPP provides for the purchase of common stock and is generally available to all employees. Shares are purchased at six-month intervals at 85% of the lower of the fair market value on the first day of the offering or the last day of each six-month purchase period. Employees may purchase shares having a fair value not exceeding 15% of their annual compensation, or $25, whichever is less. During the year ended December 31, 2014, employees purchased 43 shares at an average price of $2.24 per share. At December 31, 2014, there were 101 shares of common stock available for future issuance under the ESPP. | |||||||||||||||||
Value Creation Plan | |||||||||||||||||
On May 7, 2012, we established the VCP, which was subsequently amended on May 14, 2013. The VCP provides awards comprised of cash or equity grants for eligible employees as determined by the Compensation Committee, based on the attainment of certain performance-based targets. The Company’s intention is that all awards under the VCP will be in the form of equity grants. The VCP provides for the issuance of up to three separate awards to eligible employees based on our attainment of financial targets of at least $15,000, $20,000 and $25,000 in Adjusted EBITDA for any fiscal year between 2014 and 2018. Once the Company attains the $15,000 Adjusted EBITDA target level for a given fiscal year, the Adjusted EBITDA target level would increase to $20,000 for subsequent fiscal years; and once Primo attains the $20,000 Adjusted EBITDA target level for a given fiscal year, the Adjusted EBITDA target level would increase to $25,000 for subsequent fiscal years. | |||||||||||||||||
The award pool for the first issuance would be equal to 15.0% of the market capital appreciation of our stock from May 11, 2012 to the date that is two trading days after public announcement of financial results for the fiscal year in which the $15,000 target is attained. The award pool for the second issuance would be equal to 17.5% of the market capital appreciation of our stock from the date of the first issuance to the date that is two days after public announcement of the financial results for the fiscal year in which the $20,000 target is attained. The award pool for the third issuance would be equal to 20.0% of the market capital appreciation of our stock from the date of the second issuance to the date that is two days after public announcement of the financial results for the fiscal year in which the $25,000 target is attained. | |||||||||||||||||
Awards under the VCP are dependent on the Company being in compliance (including via a waiver) with all covenants under any outstanding loan agreements. A participant in the VCP who leaves voluntarily, is dismissed for cause, or is terminated by the Company will forfeit all rights to their current-year award and future awards. Any portion of an award attributable to a terminated participant may be reallocated to other eligible employees under the VCP, such that the total award pool would be unchanged. To date, there have been no awards issued under the VCP and no targets were attained for 2014. Any future awards are expected to the issued in the form of equity. | |||||||||||||||||
As equity-classified awards, we determine the total compensation expense for awards under the VCP on their grant date based on the fair value method using the Black-Scholes option pricing model. The fair value of awards that do not have an established grant date is remeasured at each reporting date. | |||||||||||||||||
The key assumptions used in the Black-Scholes model for the VCP were as follows: | |||||||||||||||||
$15,000 Adjusted EBITDA | |||||||||||||||||
Target Award | |||||||||||||||||
Total fair value | $ | 4,440 | |||||||||||||||
Assumptions: | |||||||||||||||||
May 11, 2012 closing stock price | $ | 1.39 | |||||||||||||||
Fair value measurement dates stock prices | $ | 1.76 - $4.31 | |||||||||||||||
Expected life of awards in years | 1.4 - 2.8 | ||||||||||||||||
Risk-free interest rate | 0.3% - 0.6 | % | |||||||||||||||
Expected volatility | 41.3% - 46.1 | % | |||||||||||||||
Dividend yield | 0 | % | |||||||||||||||
Assumptions related to risk-free interest rate, expected volatility and dividend yield with respect to the VCP are developed using an approach consistent with that described above for stock options issued under the 2004 and 2010 Plans. The expected life of awards under the VCP is determined based on the period of time between their grant date and the expected date of the first issuance. For awards without an established grant date, the expected life is based on the period of time between the reporting date and the expected date of the first issuance under the VCP. | |||||||||||||||||
As the VCP consists of awards with performance-based targets, we begin recognizing compensation expense only when it becomes probable that the performance-based target will be attained. During the fourth quarter of the year ended December 31, 2014, we concluded that it is probable that the $15,000 Adjusted EBITDA target will be attained in the 2015 fiscal year. As such, we have recorded non-cash expense of $2,566 for the year ended December 31, 2014. The expense recorded for 2014 represents the cumulative catch-up of expense based on the portion of the requisite service period that has already past; that is, the period between the earlier of (1) the grant date of the awards, or (2) the service inception date of the awards and December 31, 2014. | |||||||||||||||||
As of December 31, 2014, there was $1,874 of unrecognized compensation expense related to the VCP which is expected to be recognized over 2015 and the first quarter of 2016, when the first issuance of awards under the VCP is currently expected to occur. | |||||||||||||||||
On January 6, 2015, a grant date was established for certain awards under the VCP that did not have a grant date during 2014. The fair value of the awards impacted was remeasured on their grant date resulting in a final fair value of $4,130 for all awards related to the $15,000 Adjusted EBITDA target. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies [Abstract] | |||||
Commitments and Contingencies | 10 | Commitments and Contingencies | |||
Operating Leases | |||||
We lease office space and vehicles under various lease arrangements. Total rental expense from continuing operations was $1,239 and $1,209 for 2014 and 2013, respectively. At December 31, 2014, future minimum rental commitments under non-cancelable operating leases were as follows: | |||||
2015 | $ | 356 | |||
2016 | 34 | ||||
2017 | 19 | ||||
2018 | 19 | ||||
2019 | 19 | ||||
Thereafter | 22 | ||||
Total | $ | 469 | |||
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. No accrual has been made for this claim at December 31, 2014, as we do not currently believe that any losses are probable. | |||||
Omnifrio Single-Serve Beverage Business | |||||
Deferred purchase price payments totaling $1,987 and $2,000 were included within other long-term liabilities on the consolidated balance sheets as of December 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. On July 19, 2014, the conditional settlement and release agreement was amended to extend its term through October 17, 2014. On October 18, 2014, the conditional settlement and release agreement was further amended to extend its term through April 17, 2015. | |||||
Prism Arbitration | |||||
On August 5, 2014, Primo Distribution, LLC (also known as Prism Distribution) initiated an arbitration proceeding against us, claiming less than $1,000 in damages for alleged breach of contract. The arbitration was filed with the American Arbitration Association, and was amended on December 19, 2014 to include additional claims for conversion, unfair and deceptive trade practices, fraud, and unjust enrichment. Damages claimed remain less than $1,000. We do not believe that the claim has any merit and plan to vigorously contest and defend against it. No accrual has been made for this claim at December 31, 2014, as we do not currently believe that any losses are probable. | |||||
Texas Regional Operator Litigation | |||||
On August 8, 2014, a lawsuit was commenced against us by our regional operators in the State of Texas, Artesia Springs, LLC, HOD Enterprises, L.P., and BBB Water, Inc. (the “ROs”). DS Services is also named as a defendant in the suit. The suit was filed in the 166th Judicial District Court of Bexar County, Texas, and was served upon us on August 25, 2014. We removed the suit to the United States District Court for the Western District of Texas on September 5, 2014. The claims alleged against us in the suit are breach of contract, conspiracy and fraud, and the ROs seek unspecified monetary damages as well as injunctive relief. We do not believe that the claim has any merit and plan to vigorously contest and defend against it. We responded to the complaint on September 24, 2014 by filing a motion to dismiss, to compel alternative dispute resolution, and to stay proceedings. On January 13, 2015, the Magistrate Judge to whom the case was assigned issued a decision recommending dismissal of the suit and enforcement of the alternative dispute resolution provisions of the ROs’ contracts. On January 31, 2015, the District Judge entered an Order endorsing the Magistrate Judge’s recommended decision and dismissed the case without prejudice. The District Judge indicated that to pursue their claims, the plaintiffs would have to proceed with alternative dispute resolution in North Carolina as provided in their contracts. No accrual has been made for this claim at December 31, 2014 as we do not currently believe that any loss which may result can be reasonably estimated. An estimate of the possible loss or range of losses cannot be made. | |||||
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 | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes [Abstract] | |||||||||
Income Taxes | 11 | Income Taxes | |||||||
A reconciliation of the statutory U.S. federal tax rate and effective tax rates is as follows: | |||||||||
2014 | 2013 | ||||||||
Federal statutory taxes | 34 | % | 34 | % | |||||
State income taxes, net of federal tax benefit | 3.7 | % | 3.8 | % | |||||
Foreign taxes less than the domestic rate | (0.5 | %) | (0.4 | %) | |||||
Permanent differences | (0.2 | %) | (0.2 | %) | |||||
Change in valuation allowance | (35.6 | %) | (27.6 | %) | |||||
Changes in rates | 0 | % | (9.1 | %) | |||||
Other | (1.4 | %) | (0.5 | %) | |||||
0 | % | 0 | % | ||||||
Deferred income taxes are recorded based upon differences between the financial reporting and income tax basis of assets and liabilities. The following deferred income taxes are recorded: | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Federal net operating loss carryforward | $ | 45,537 | $ | 40,308 | |||||
State loss carryforward | 4,400 | 3,943 | |||||||
Goodwill | 22,339 | 24,528 | |||||||
Other intangible assets | 3,431 | 3,651 | |||||||
Allowance for bad debts | 876 | 533 | |||||||
Stock-based compensation | 2,711 | 1,473 | |||||||
Accrued expenses | 95 | 62 | |||||||
Inventory | 49 | 75 | |||||||
Fixed assets | – | 662 | |||||||
Other | 1,215 | 1,076 | |||||||
Total gross deferred tax assets | 80,653 | 76,311 | |||||||
Deferred tax liabilities: | |||||||||
Fixed assets | 133 | – | |||||||
Total gross deferred tax liabilities | 133 | – | |||||||
Valuation allowance | (80,786 | ) | (76,311 | ) | |||||
Total net deferred liability | $ | - | $ | - | |||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, available taxes in the carryback periods, projected future taxable income, and tax planning strategies in making this assessment. Accordingly, we have provided valuation allowances to fully offset the net deferred tax assets at December 31, 2014 and 2013. The $4,475 and $2,676 net increase in the valuation allowance for 2014 and 2013, respectively, primarily reflects the net increase in the federal and state loss carryfoward deferred tax assets. | |||||||||
We have approximately $134,104 in U.S. federal net operating loss carryforwards that expire between 2025 through 2034, approximately $9,215 in Canadian federal and provincial net operating loss carryforwards that expire between 2030 through 2034 and approximately $111,112 in state loss carryforwards that expire between 2015 through 2034. 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 that an annual limit will be imposed by Section 382, however, should taxable income be generated in future years, we expect to be able to utilize our net operating loss carryforwards during their respective carryforward periods. | |||||||||
We have no unrecognized tax benefits and there are no uncertain tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase within the next 12 months. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||
Dec. 31, 2014 | |||
Fair Value Measurements [Abstract] | |||
Fair Value Measurements | 12 | 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. | ||
As described in Note 5, during the year ended December 31, 2014, the Company recorded a $824 impairment associated with certain Refill equipment that is not expected to generate future cash flows sufficient to recover the net book value of the equipment. The impairment charge was measured and recorded based on the difference in the carrying value of the Refill equipment and its estimated fair value on a nonrecurring basis of $58. The fair value is estimated based on the future undiscounted cash flows expected to be generated by the impaired equipment (Level 3 inputs). | |||
As of December 31, 2013, the Company recorded a $1,069 impairment associated with certain barter credits. The impairment charge was measured and recorded based on the difference in the carrying value of the barter credits and their estimated fair value on a nonrecurring basis of $197. The barter credits reported in prepaid and other current assets and in other assets on our consolidated balance sheets were measured at their estimated fair values of $10 and $187, respectively, on a nonrecurring basis. The barter credits were 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, accounts receivable, net, accounts payable, and accrued expenses and other current liabilities, approximate their fair values due to their short maturities. Assets and liabilities of the Disposal Group classified as held for sale and reported within prepaid expenses and other current assets, accrued expenses and other current liabilities and liabilities of disposal group, net of current portion, and other long-term liabilities on our consolidated balance sheets are presented at their carrying value, which approximates their fair value. Based on borrowing rates currently available to us for loans with similar terms, the carrying value of debt, capital leases and notes payable approximates fair value. |
Segments
Segments | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Segments [Abstract] | |||||||||
Segments | 13 | 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, 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 each of the last two years: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Segment net sales | |||||||||
Water | $ | 71,360 | $ | 63,828 | |||||
Dispensers | 34,962 | 27,381 | |||||||
$ | 106,322 | $ | 91,209 | ||||||
Income (loss) from operations | |||||||||
Water | $ | 22,585 | $ | 17,717 | |||||
Dispensers | 1,452 | 827 | |||||||
Corporate | (15,136 | ) | (10,727 | ) | |||||
Non-recurring costs | (2,881 | ) | (777 | ) | |||||
Depreciation and amortization | (10,655 | ) | (11,333 | ) | |||||
Loss on disposal and impairment of property and equipment | (2,104 | ) | (126 | ) | |||||
$ | (6,739 | ) | $ | (4,419 | ) | ||||
Depreciation and amortization expense: | |||||||||
Water | $ | 9,740 | $ | 10,057 | |||||
Dispensers | 332 | 575 | |||||||
Corporate | 583 | 701 | |||||||
$ | 10,655 | $ | 11,333 | ||||||
Capital expenditures: | |||||||||
Water | $ | 7,326 | $ | 6,964 | |||||
Dispensers | 436 | 62 | |||||||
Corporate | 160 | 274 | |||||||
$ | 7,922 | $ | 7,300 | ||||||
At December 31, | |||||||||
Identifiable assets: | 2014 | 2013 | |||||||
Water | $ | 52,758 | $ | 58,057 | |||||
Dispensers | 11,075 | 9,757 | |||||||
Corporate | 1,915 | 2,932 | |||||||
Assets of disposal group held for sale | – | 225 | |||||||
$ | 65,748 | $ | 70,971 | ||||||
For the years ended December 31, 2014 and 2013, our Canadian operations represented 6.7% and 8.4%, respectively, of our total net sales. At December 31, 2014 and 2013, 6.2% and 7.2%, respectively, of property and equipment, net, on our consolidated balance sheets related to our Canadian operations. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Supplemental Cash Flow Information [Abstract] | |||||||||
Supplemental Cash Flow Information | 14 | Supplemental Cash Flow Information | |||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Cash paid for interest | $ | 3,319 | $ | 3,278 | |||||
Noncash investing activities: | |||||||||
Assets acquired under capital leases | $ | 427 | $ | – | |||||
Accrued capital expenditures | $ | 615 | $ | 1,313 |
Employee_Retirement_Savings_Pl
Employee Retirement Savings Plan | 12 Months Ended | |
Dec. 31, 2014 | ||
Employee Retirement Savings Plan [Abstract] | ||
Employee Retirement Savings Plan | 15 | Employee Retirement Savings Plan |
We sponsor a defined contribution plan that covers substantially all full-time employees who are at least 21 years of age and who have completed at least two months of service. Plan participants may make before tax elective contributions up to the maximum percentage of compensation and dollar amount allowed under the Internal Revenue Code. Plan participants are 100% vested in their elective contributions at all times and are vested 25% per year of service for four years in our discretionary contributions. A year of service for vesting purposes is 1,000 hours of service in a Plan year. In 2010, our Board of Directors established a company match of up to 50% of the employee contributions up to 6% of their salaries, with 50% of the matching amount to be determined by our Board of Directors. Contribution expense for the plan was $87 and $47 for 2014 and 2013, respectively. |
Description_of_Business_and_Si1
Description of Business and Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Description of Business and Significant Accounting Policies [Abstract] | |||||||||||||||||
Principles of Consolidation | Principles of Consolidation | ||||||||||||||||
Our consolidated financial statements include the accounts of Primo and our wholly-owned subsidiaries. All intercompany amounts and transactions have been eliminated in consolidation. Our consolidated statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). | |||||||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||||||
The preparation of our financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions used to determine certain amounts that affect the financial statements are reasonable, based on information available at the time they are made. To the extent there are material differences between these estimates and actual results, our consolidated financial statements may be affected. Some of the more significant estimates include valuation of inventories, future cash flows associated with long-lived assets, fair value assumptions in analyzing valuation of intangible assets, assumptions involved in valuing equity awards, valuation of deferred taxes and allowance for sales returns. | |||||||||||||||||
Reclassifications | Reclassifications | ||||||||||||||||
Certain amounts reported previously have been reclassified to conform to the current year presentation, with no effect on stockholders’ equity or net loss as previously presented. | |||||||||||||||||
Discontinued Operations | Discontinued Operations | ||||||||||||||||
As described in Note 3, 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 Services Agreement | DS Services Agreement | ||||||||||||||||
On November 12, 2013, we entered into a strategic alliance agreement (the “DS Services Agreement”) with DS Services of America, Inc. (“DS Services”) pursuant to which DS Services has become our primary bottler and distributor and provider of exchange and supply services for the Exchange business in the United States. Pursuant to the agreement, we have also begun the transition of DS Services retail customers to Primo, which we expect to be completed by June 30, 2015. | |||||||||||||||||
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 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 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. | |||||||||||||||||
Cash | Cash | ||||||||||||||||
All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. The Company had no cash equivalents at either December 31, 2014 or 2013. | |||||||||||||||||
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 $107 and $321 at December 31, 2014 and 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. | |||||||||||||||||
Beginning Balance | Amounts Charged or (Credited) to Expense | Deductions | Ending Balance | ||||||||||||||
Year Ended December 31, 2014 | $ | 321 | (273 | ) | 59 | $ | 107 | ||||||||||
Year Ended December 31, 2013 | $ | 792 | (275 | ) | (196 | ) | $ | 321 | |||||||||
Inventories | Inventories | ||||||||||||||||
Our water dispenser inventories consist primarily of finished goods and are valued at the lower of cost or realizable value, with cost determined using the first-in, first-out (FIFO) method. The cost basis of multi-gallon purified bottled water held on consignment at retail store locations is the amount paid to independent distributors who deliver our water. | |||||||||||||||||
Bottles | Bottles | ||||||||||||||||
Bottles consist of three- and five- gallon refillable polycarbonate bottles used in our exchange business and are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of two years. | |||||||||||||||||
Property and Equipment | Property and Equipment | ||||||||||||||||
Property and equipment are stated at cost, less accumulated depreciation and amortization. Internal and external costs incurred to acquire and create internal use software are capitalized and amortized over the useful life of the software. Depreciation and amortization is generally calculated using straight-line methods over estimated useful lives that range from two to ten years, taking into account estimated salvage values for certain assets. | |||||||||||||||||
We incur maintenance costs on our major equipment. Maintenance, repair and minor refurbishment costs are charged to expense as incurred, while additions, renewals, and improvements are capitalized. | |||||||||||||||||
Customer Bottle Deposits | Customer Bottle Deposits | ||||||||||||||||
In our Canadian Exchange business, we collect a refundable deposit on each customer’s initial purchase of our water. If a customer decides to exit our program, the deposit is refunded. At December 31, 2014 and 2013, customer bottle deposits of $707 and $708, respectively, were reported in accrued expenses and other current liabilities on our Consolidated Balance Sheets. We estimate a portion of deposits which, based on historical experience, we do not believe will be refunded to customers. The customer bottle deposit liability was reduced by $215 and $180 for 2014 and 2013, respectively, for such 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, as of December 31, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test for indefinite-lived intangibles consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. | |||||||||||||||||
Long-Lived Assets | Long-Lived Assets | ||||||||||||||||
We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset at the date it is tested for recoverability, whether in use or under development. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. | |||||||||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||||||||
We estimate the grant date fair value of equity awards and amortize this value over the performance or service period. We measure the fair value of stock options and awards granted under the Primo Water Corporation Value Creation Plan (the “VCP”) using a Black-Scholes option pricing model which incorporates multiple complex and subjective inputs and assumptions (see “Note 9 – Stock-Based Compensation”). These variables include the expected term of the award, the expected stock price volatility over the expected term and risk-free interest rate. For restricted stock awards, we measure the fair value based upon the market price of our common stock on the date of the grant. Compensation expense is generally recognized on a straight-line basis for over the service period. For awards with performance conditions, we begin recognizing compensation expense when it becomes probable that the performance condition will be attained. Stock-based compensation expense is reflected in selling, general, and administrative expenses. | |||||||||||||||||
Research, Development and Engineering | Research, Development and Engineering | ||||||||||||||||
Research, development and engineering costs, primarily related to the design and innovation of water dispensers, are expensed as incurred. | |||||||||||||||||
Advertising Costs | Advertising Costs | ||||||||||||||||
Costs incurred for producing and distributing advertising and advertising materials are expensed as incurred or the first time the advertising takes place. Advertising costs totaled $28 and $70 for 2014 and 2013, respectively, and are included in selling, general, and administrative expenses. | |||||||||||||||||
Concentrations of Risk | Concentrations of Risk | ||||||||||||||||
Our principal financial instruments subject to potential concentration of credit risk are cash, trade receivables and accounts payable. We invest our funds in a highly rated institution and believe the financial risk associated with cash in excess of federally insured amounts is minimal. At December 31, 2014 and 2013, $175 and $171, respectively, of our cash on deposit exceeded the insured limits. | |||||||||||||||||
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. We had two customers that accounted for approximately 40% and 22% of sales in 2014 and two customers that accounted for approximately 45% and 25% of sales in 2013. These two customers purchased products from both our Water and Dispensers Segments. We had three customers that accounted for approximately 41%, 18% and 10% of total trade receivables at December 31, 2014 and three customers that accounted for approximately 42%, 11% and 8% of total trade receivables at December 31, 2013. | |||||||||||||||||
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 stock options, unvested shares of restricted stock, restricted stock units and warrants. Potential common shares that are anti-dilutive are excluded from the calculation of diluted net loss per common share. | |||||||||||||||||
For the years ended December 31, 2014 and 2013, stock options, unvested shares of restricted stock, restricted stock units and warrants with respect to an aggregate of 3,154 and 2,611 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. | |||||||||||||||||
Income Taxes | Income Taxes | ||||||||||||||||
We account for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent that utilization is not presently more likely than not. | |||||||||||||||||
As required by U.S. GAAP, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. | |||||||||||||||||
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 statement of stockholders’ equity. 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 statement of operations. At December 31, 2014 and 2013, accumulated other comprehensive loss balances of $814 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 Consolidated Statements of Operations. Non-recurring costs consist primarily of transition and other expenses associated with the DS Services Agreement as well as other legal, severance and restructuring-related expenses. | |||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||||||
Going Concern | |||||||||||||||||
In August 2014, the Financial Acccounting Standards Board (FASB) issued updated guidance clarifying management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The updated guidance requires that an entity’s management evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The update is effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. The amendment is not expected to have an impact on our consolidated financial statements. | |||||||||||||||||
Revenue from Contracts with Customers | |||||||||||||||||
In May 2014, the FASB issued updated guidance which supersedes existing revenue recognition requirements in U.S. GAAP. The updated guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the guidance establishes a five-step approach for the recognition of revenue. The update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. We are currently evaluating the impact of adopting this guidance on our consolidated financial statements. | |||||||||||||||||
Discontinued Operations | |||||||||||||||||
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 amendment is not expected to have a significant impact on our consolidated financial statements. | |||||||||||||||||
Presentation of Unrecognized Tax Benefits | |||||||||||||||||
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. |
Description_of_Business_and_Si2
Description of Business and Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Description of Business and Significant Accounting Policies [Abstract] | |||||||||||||||||
Schedule of Allowance for Doubtful Accounts | 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 $107 and $321 at December 31, 2014 and 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. | ||||||||||||||||
Beginning Balance | Amounts Charged or (Credited) to Expense | Deductions | Ending Balance | ||||||||||||||
Year Ended December 31, 2014 | $ | 321 | (273 | ) | 59 | $ | 107 | ||||||||||
Year Ended December 31, 2013 | $ | 792 | (275 | ) | (196 | ) | $ | 321 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||||||||||
Amortized Intangible Assets | Intangible assets are summarized as follows: | ||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||
Intangible Assets | Intangible Assets | ||||||||||||||||||||||||
Amortized intangible assets: | |||||||||||||||||||||||||
Customer relationships | $ | 15,593 | $ | (6,508 | ) | $ | 9,085 | $ | 15,926 | $ | (5,687 | ) | $ | 10,239 | |||||||||||
Patent costs | 1,195 | (1,084 | ) | 111 | 1,188 | (785 | ) | 403 | |||||||||||||||||
16,788 | (7,592 | ) | 9,196 | 17,114 | (6,472 | ) | 10,642 | ||||||||||||||||||
Unamortized intangible assets: | |||||||||||||||||||||||||
Trademarks | 256 | – | 256 | 230 | – | 230 | |||||||||||||||||||
Total | $ | 17,044 | $ | (7,592 | ) | $ | 9,452 | $ | 17,344 | $ | (6,472 | ) | $ | 10,872 | |||||||||||
Amortization Expense for Intangible Assets | Amortization expense for intangible assets was $1,215 and $1,410 in 2014 and 2013, respectively. Amortization expense related to intangible assets, which is an estimate for each future year and subject to change, is as follows: | ||||||||||||||||||||||||
2015 | $ | 988 | |||||||||||||||||||||||
2016 | 853 | ||||||||||||||||||||||||
2017 | 832 | ||||||||||||||||||||||||
2018 | 827 | ||||||||||||||||||||||||
2019 | 826 | ||||||||||||||||||||||||
Thereafter | 4,870 | ||||||||||||||||||||||||
Total | $ | 9,196 |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Discontinued Operations [Abstract] | |||||||||
Financial Information of Disposal Group | The assets and liabilities of the Disposal Group classified as held for sale are summarized as follows: | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Current assets of disposal group held for sale | |||||||||
Accounts receivable, net | $ | – | $ | 15 | |||||
Inventories | – | 200 | |||||||
Prepaid expenses and other current assets | – | 10 | |||||||
$ | – | $ | 225 | ||||||
Current liabilities of disposal group held for sale | |||||||||
Accounts payable | $ | 15 | $ | 39 | |||||
Accrued expenses and other current liabilities | 8 | 53 | |||||||
$ | 23 | $ | 92 | ||||||
Liabilities of disposal group held for sale, net of current portion | |||||||||
Other long-term liabilities | $ | 1,987 | $ | 2,000 | |||||
$ | 1,987 | $ | 2,000 | ||||||
The net sales and operating results classified as discontinued operations were as follows: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Net sales | $ | 219 | $ | 2,706 | |||||
Operating costs and expenses: | |||||||||
Cost of sales | 264 | 3,020 | |||||||
Selling, general and administrative | 358 | 479 | |||||||
Barter credit impairment | – | 1,069 | |||||||
Total operating costs and expenses | 622 | 4,568 | |||||||
Loss from discontinued operations | $ | (403 | ) | $ | (1,862 | ) |
Bottles_Tables
Bottles (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Bottles [Abstract] | |||||||||
Bottles | Bottles are summarized as follows at December 31: | ||||||||
2014 | 2013 | ||||||||
Cost | $ | 4,747 | $ | 4,535 | |||||
Less accumulated depreciation | (1,173 | ) | (431 | ) | |||||
$ | 3,574 | $ | 4,104 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment [Abstract] | |||||||||
Property and Equipment | Property and equipment is summarized as follows at December 31: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Leasehold improvements | $ | 90 | $ | 87 | |||||
Machinery and equipment | 6,940 | 8,347 | |||||||
Vending equipment | 25,249 | 23,275 | |||||||
Racks and display panels | 30,047 | 34,370 | |||||||
Office furniture and equipment | 234 | 234 | |||||||
Software and computer equipment | 4,227 | 3,972 | |||||||
Vehicles under capital leases | 427 | – | |||||||
Equipment not in service | 721 | 1,525 | |||||||
67,935 | 71,810 | ||||||||
Less accumulated depreciation and amortization | (33,700 | ) | (33,176 | ) | |||||
$ | 34,235 | $ | 38,634 | ||||||
Loss on Disposal and Impairment of Property and Equipment | The table below summarizes our loss on disposal and impairment of property and equipment: | ||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Refill vending equipment impairments | $ | 824 | $ | – | |||||
Loss on disposals of Exchange racks and machinery associated with DS Services transition | 612 | – | |||||||
Loss on disposal of refill vending equipment and related installation costs | 573 | 165 | |||||||
Loss (gain) on other disposals | 95 | (39 | ) | ||||||
$ | 2,104 | $ | 126 |
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Expenses and Other Current Liabilities [Abstract] | |||||||||
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities are summarized as follows: | ||||||||
2014 | 2013 | ||||||||
Accrued payroll and related items | $ | 905 | $ | 335 | |||||
Accrued severance | – | 164 | |||||||
Accrued professional and other expenses | 1,535 | 1,405 | |||||||
Accrued interest | 460 | 229 | |||||||
Accrued sales tax payable | 373 | 217 | |||||||
Customer bottle deposits | 707 | 708 | |||||||
Other | 340 | 322 | |||||||
Current liabilities of disposal group held for sale | 23 | 92 | |||||||
$ | 4,343 | $ | 3,472 |
Debt_Capital_Leases_and_Notes_1
Debt, Capital Leases and Notes Payable (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Debt, Capital Leases and Notes Payable [Abstract] | |||||||||||||||||||||
Debt, Capital Leases and Notes Payable | Debt, capital leases and notes payable are summarized as follows: | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Revolving Credit Facility | $ | 4,000 | $ | – | |||||||||||||||||
Term Notes | 20,000 | – | |||||||||||||||||||
Prior Senior Revolving Credit Facility | – | 3,145 | |||||||||||||||||||
Prior Term Loans, net of discount | – | 19,496 | |||||||||||||||||||
Capital leases | 304 | – | |||||||||||||||||||
Notes payable | 12 | 29 | |||||||||||||||||||
24,316 | 22,670 | ||||||||||||||||||||
Less current portion | (106 | ) | (16 | ) | |||||||||||||||||
Long-term debt, capital leases and notes payable, net of current portion | $ | 24,210 | $ | 22,654 | |||||||||||||||||
Debt Maturities | The aggregate future maturities of debt, capital leases and notes payable as of December 31, 2014 were as follows: | ||||||||||||||||||||
Notes payable | Capital leases | Revolving Credit | Term Notes | Total | |||||||||||||||||
Facility | |||||||||||||||||||||
2015 | $ | 10 | $ | 149 | $ | – | $ | – | $ | 159 | |||||||||||
2016 | 2 | 147 | – | – | 149 | ||||||||||||||||
2017 | – | 120 | – | 4,000 | 4,120 | ||||||||||||||||
2018 | – | – | – | 4,000 | 4,000 | ||||||||||||||||
2019 | – | – | 4,000 | 4,000 | 8,000 | ||||||||||||||||
Thereafter | – | – | – | 8,000 | 8,000 | ||||||||||||||||
$ | 12 | $ | 416 | $ | 4,000 | $ | 20,000 | $ | 24,428 | ||||||||||||
Less: amounts representing estimated executory costs | – | (90 | ) | – | – | (90 | ) | ||||||||||||||
Less: amounts representing interest | – | (22 | ) | – | – | (22 | ) | ||||||||||||||
$ | 12 | $ | 304 | $ | 4,000 | $ | 20,000 | $ | 24,316 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stockholders' Equity [Abstract] | |||||||||||||
Common Stock Warrant Activity | A summary of common stock warrant activity for the years ended December 31, 2014 and 2013 is presented below: | ||||||||||||
Warrants | Weighted Average Exercise Price | Weighted | |||||||||||
Average | |||||||||||||
Remaining Life | |||||||||||||
(Years) | |||||||||||||
Warrants outstanding, December 31, 2012 | 2,602 | $ | 4.95 | 6.34 | |||||||||
Warrants outstanding, December 31, 2013 | 2,602 | $ | 4.95 | 5.34 | |||||||||
Grant of DS Services Warrant | 475 | $ | 3.04 | ||||||||||
Partial exercises of Comvest Warrant | (400 | ) | $ | 1.2 | |||||||||
Warrants outstanding, December 31, 2014 | 2,677 | $ | 5.14 | 4.5 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stock-Based Compensation [Abstract] | |||||||||||||||||
Share-based Compensation, Allocation and Classification in Financial Statements | Total non-cash stock-based compensation expense by award type for all of our plans, all of which is included in selling, general and administrative expenses on our consolidated statements of operations, was as follows: | ||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
2004 and 2010 Plans: | |||||||||||||||||
Stock options | $ | 420 | $ | 448 | |||||||||||||
Restricted stock | 997 | 586 | |||||||||||||||
Value Creation Plan | 2,566 | – | |||||||||||||||
Employee Stock Purchase Plan | 40 | – | |||||||||||||||
$ | 4,023 | $ | 1,034 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock Options, Valuation Assumptions | The key assumptions used in the Black-Scholes model for options granted during 2014 and 2013 were as follows: | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Expected life of options in years | 6.0 - 6.3 | 6.3 | |||||||||||||||
Risk-free interest rate | 1.8% - 2.0 | % | 1.1% - 2.0 | % | |||||||||||||
Expected volatility | 45.0% - 47.0 | % | 47 | % | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Stock Option Activity | A summary of stock option activity for the year ended December 31, 2014, is presented as follows: | ||||||||||||||||
Options | Weighted Average Exercise Price | Weighted Average Remaining Life (Years) | Aggregate Intrinsic Value | ||||||||||||||
Options outstanding, December 31, 2013 | 1,387 | $ | 3.66 | ||||||||||||||
Granted | 443 | $ | 3.56 | ||||||||||||||
Exercised | (71 | ) | $ | 1.55 | |||||||||||||
Forfeited | (165 | ) | $ | 4.75 | |||||||||||||
Options outstanding, December 31, 2014 | 1,594 | $ | 3.61 | 7.6 | $ | 3,135 | |||||||||||
Options vested and expected to vest, December 31, 2014 | 1,500 | $ | 3.68 | 7.5 | $ | 2,973 | |||||||||||
Options exercisable, December 31, 2014 | 838 | $ | 4.53 | 6.7 | $ | 1,831 | |||||||||||
Restricted Stock Activity | A summary of restricted stock activity for the year ended December 31, 2014 is presented below: | ||||||||||||||||
Number of Shares | Weighted Average | ||||||||||||||||
Grant Date Price | |||||||||||||||||
Per Share | |||||||||||||||||
Unvested at December 31, 2013 | 63 | $ | 4.36 | ||||||||||||||
Granted | 141 | $ | 4.4 | ||||||||||||||
Vested | (166 | ) | $ | 4.84 | |||||||||||||
Forfeited | (1 | ) | $ | 12.33 | |||||||||||||
Unvested at December 31, 2014 | 37 | $ | 2.29 | ||||||||||||||
Value Creation Plan [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock Options, Valuation Assumptions | The key assumptions used in the Black-Scholes model for the VCP were as follows: | ||||||||||||||||
$15,000 Adjusted EBITDA | |||||||||||||||||
Target Award | |||||||||||||||||
Total fair value | $ | 4,440 | |||||||||||||||
Assumptions: | |||||||||||||||||
May 11, 2012 closing stock price | $ | 1.39 | |||||||||||||||
Fair value measurement dates stock prices | $ | 1.76 - $4.31 | |||||||||||||||
Expected life of awards in years | 1.4 - 2.8 | ||||||||||||||||
Risk-free interest rate | 0.3% - 0.6 | % | |||||||||||||||
Expected volatility | 41.3% - 46.1 | % | |||||||||||||||
Dividend yield | 0 | % |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies [Abstract] | |||||
Future Minimum Rental Payments for Operating Leases | At December 31, 2014, future minimum rental commitments under non-cancelable operating leases were as follows: | ||||
2015 | $ | 356 | |||
2016 | 34 | ||||
2017 | 19 | ||||
2018 | 19 | ||||
2019 | 19 | ||||
Thereafter | 22 | ||||
Total | $ | 469 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes [Abstract] | |||||||||
Effective Income Tax Rate Reconciliation | A reconciliation of the statutory U.S. federal tax rate and effective tax rates is as follows: | ||||||||
2014 | 2013 | ||||||||
Federal statutory taxes | 34 | % | 34 | % | |||||
State income taxes, net of federal tax benefit | 3.7 | % | 3.8 | % | |||||
Foreign taxes less than the domestic rate | (0.5 | %) | (0.4 | %) | |||||
Permanent differences | (0.2 | %) | (0.2 | %) | |||||
Change in valuation allowance | (35.6 | %) | (27.6 | %) | |||||
Changes in rates | 0 | % | (9.1 | %) | |||||
Other | (1.4 | %) | (0.5 | %) | |||||
0 | % | 0 | % | ||||||
Deferred Tax Assets and Liabilities | Deferred income taxes are recorded based upon differences between the financial reporting and income tax basis of assets and liabilities. The following deferred income taxes are recorded: | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Federal net operating loss carryforward | $ | 45,537 | $ | 40,308 | |||||
State loss carryforward | 4,400 | 3,943 | |||||||
Goodwill | 22,339 | 24,528 | |||||||
Other intangible assets | 3,431 | 3,651 | |||||||
Allowance for bad debts | 876 | 533 | |||||||
Stock-based compensation | 2,711 | 1,473 | |||||||
Accrued expenses | 95 | 62 | |||||||
Inventory | 49 | 75 | |||||||
Fixed assets | – | 662 | |||||||
Other | 1,215 | 1,076 | |||||||
Total gross deferred tax assets | 80,653 | 76,311 | |||||||
Deferred tax liabilities: | |||||||||
Fixed assets | 133 | – | |||||||
Total gross deferred tax liabilities | 133 | – | |||||||
Valuation allowance | (80,786 | ) | (76,311 | ) | |||||
Total net deferred liability | $ | - | $ | - |
Segments_Tables
Segments (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Segments [Abstract] | |||||||||
Segment Information | The following table presents segment information for each of the last two years: | ||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Segment net sales | |||||||||
Water | $ | 71,360 | $ | 63,828 | |||||
Dispensers | 34,962 | 27,381 | |||||||
$ | 106,322 | $ | 91,209 | ||||||
Income (loss) from operations | |||||||||
Water | $ | 22,585 | $ | 17,717 | |||||
Dispensers | 1,452 | 827 | |||||||
Corporate | (15,136 | ) | (10,727 | ) | |||||
Non-recurring costs | (2,881 | ) | (777 | ) | |||||
Depreciation and amortization | (10,655 | ) | (11,333 | ) | |||||
Loss on disposal and impairment of property and equipment | (2,104 | ) | (126 | ) | |||||
$ | (6,739 | ) | $ | (4,419 | ) | ||||
Depreciation and amortization expense: | |||||||||
Water | $ | 9,740 | $ | 10,057 | |||||
Dispensers | 332 | 575 | |||||||
Corporate | 583 | 701 | |||||||
$ | 10,655 | $ | 11,333 | ||||||
Capital expenditures: | |||||||||
Water | $ | 7,326 | $ | 6,964 | |||||
Dispensers | 436 | 62 | |||||||
Corporate | 160 | 274 | |||||||
$ | 7,922 | $ | 7,300 | ||||||
Identifiable Assets by Segment | At December 31, | ||||||||
Identifiable assets: | 2014 | 2013 | |||||||
Water | $ | 52,758 | $ | 58,057 | |||||
Dispensers | 11,075 | 9,757 | |||||||
Corporate | 1,915 | 2,932 | |||||||
Assets of disposal group held for sale | – | 225 | |||||||
$ | 65,748 | $ | 70,971 |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Supplemental Cash Flow Information [Abstract] | |||||||||
Supplemental Cash Flow Information | Year Ended December 31, | ||||||||
2014 | 2013 | ||||||||
Cash paid for interest | $ | 3,319 | $ | 3,278 | |||||
Noncash investing activities: | |||||||||
Assets acquired under capital leases | $ | 427 | $ | – | |||||
Accrued capital expenditures | $ | 615 | $ | 1,313 |
Description_of_Business_and_Si3
Description of Business and Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Beginning Balance | $321 | $792 |
Amounts Charged or (Credited) to Expense | -273 | -275 |
Deductions | 59 | -196 |
Ending Balance | 107 | 321 |
Cash [Abstract] | ||
Cash equivalents | 0 | 0 |
Customer Bottle Deposits [Abstract] | ||
Customer bottle deposits | 707 | 708 |
Decrease in customer bottle deposit liability | $215 | $180 |
Minimum [Member] | ||
Property and Equipment [Abstract] | ||
Estimated useful life | 2 years | |
Maximum [Member] | ||
Property and Equipment [Abstract] | ||
Estimated useful life | 10 years | |
Bottles [Member] | ||
Property and Equipment [Abstract] | ||
Estimated useful life | 2 years | |
Bottles [Member] | Minimum [Member] | ||
Property and Equipment [Abstract] | ||
Volume of refillable polycarbonate bottles | 3 | |
Bottles [Member] | Maximum [Member] | ||
Property and Equipment [Abstract] | ||
Volume of refillable polycarbonate bottles | 5 |
Description_of_Business_and_Si4
Description of Business and Significant Accounting Policies, Fair Value (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Advertising Costs [Abstract] | ||
Advertising costs | $28 | $70 |
Concentration of Risk [Abstract] | ||
Cash deposit amounts in excess of insured limits | 175 | 171 |
Basic and Diluted Net Loss Per Share [Abstract] | ||
Shares excluded from computation of number of shares used in diluted earnings per share (in shares) | 3,154 | 2,611 |
Cumulative Translation Adjustment and Foreign Currency Transactions [Abstract] | ||
Accumulated other comprehensive loss balances | ($814) | ($430) |
Sales Revenue, Goods, Net [Member] | ||
Concentration of Risk [Abstract] | ||
Concentration risk number of customers | 2 | 2 |
Accounts Receivable [Member] | ||
Concentration of Risk [Abstract] | ||
Concentration risk number of customers | 3 | 3 |
Customer 1 [Member] | Sales Revenue, Goods, Net [Member] | ||
Concentration of Risk [Abstract] | ||
Concentration risk, percentage (in hundredths) | 40.00% | 45.00% |
Customer 1 [Member] | Accounts Receivable [Member] | ||
Concentration of Risk [Abstract] | ||
Concentration risk, percentage (in hundredths) | 41.00% | 42.00% |
Customer 2 [Member] | Sales Revenue, Goods, Net [Member] | ||
Concentration of Risk [Abstract] | ||
Concentration risk, percentage (in hundredths) | 22.00% | 25.00% |
Customer 2 [Member] | Accounts Receivable [Member] | ||
Concentration of Risk [Abstract] | ||
Concentration risk, percentage (in hundredths) | 18.00% | 11.00% |
Customer 3 [Member] | Accounts Receivable [Member] | ||
Concentration of Risk [Abstract] | ||
Concentration risk, percentage (in hundredths) | 10.00% | 8.00% |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Amortized intangible assets [Abstract] | ||
Gross carrying amount | $16,788 | $17,114 |
Accumulated amortization | -7,592 | -6,472 |
Net intangible assets | 9,196 | 10,642 |
Amortized and unamortized intangible assets [Abstract] | ||
Total Gross Carrying Amount | 17,044 | 17,344 |
Total Accumulated Amortization | -7,592 | -6,472 |
Net Intangible Assets | 9,452 | 10,872 |
Amortization expense for intangible assets | 1,215 | 1,410 |
Future amortization expense [Abstract] | ||
2015 | 988 | |
2016 | 853 | |
2017 | 832 | |
2018 | 827 | |
2019 | 826 | |
Thereafter | 4,870 | |
Total | 9,196 | |
Trademarks [Member] | ||
Amortized and unamortized intangible assets [Abstract] | ||
Total Gross Carrying Amount | 256 | 230 |
Total Accumulated Amortization | 0 | 0 |
Net Intangible Assets | 256 | 230 |
Customer Relationships [Member] | ||
Amortized intangible assets [Abstract] | ||
Gross carrying amount | 15,593 | 15,926 |
Accumulated amortization | -6,508 | -5,687 |
Net intangible assets | 9,085 | 10,239 |
Patent Costs [Member] | ||
Amortized intangible assets [Abstract] | ||
Gross carrying amount | 1,195 | 1,188 |
Accumulated amortization | -1,084 | -785 |
Net intangible assets | $111 | $403 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Current liabilities of disposal group held for sale [Abstract] | ||
Current liabilities of disposal group held for sale | $23 | $92 |
Operating costs and expenses [Abstract] | ||
Barter credit impairment | 1,069 | |
Loss from discontinued operations | -403 | -1,862 |
Omnifrio Single Serve Beverage Business [Abstract] | ||
Cash milestone payment | 3,000 | |
Deferred purchase price payments | 1,987 | 2,000 |
Flavorstation [Member] | ||
Current assets of disposal group held for sale [Abstract] | ||
Accounts receivable, net | 0 | 15 |
Inventories | 0 | 200 |
Prepaid expenses and other current assets | 0 | 10 |
Current assets of disposal group held for sale | 0 | 225 |
Current liabilities of disposal group held for sale [Abstract] | ||
Accounts payable | 15 | 39 |
Accrued expenses and other current liabilities | 8 | 53 |
Current liabilities of disposal group held for sale | 23 | 92 |
Liabilities of disposal group held for sale, net of current portion [Abstract] | ||
Other long-term liabilities | 1,987 | 2,000 |
Liabilities of disposal group held for sale, net of current portion | 1,987 | 2,000 |
Net sales and operating results classified as discontinued operations [Abstract] | ||
Net sales | 219 | 2,706 |
Operating costs and expenses [Abstract] | ||
Cost of sales | 264 | 3,020 |
Selling, general and administrative | 358 | 479 |
Barter credit impairment | 0 | 1,069 |
Total operating costs and expenses | 622 | 4,568 |
Loss from discontinued operations | ($403) | ($1,862) |
Bottles_Details
Bottles (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Bottles [Line Items] | ||
Cost | $67,935 | $71,810 |
Less accumulated depreciation | -33,700 | -33,176 |
Property and equipment, net | 34,235 | 38,634 |
Depreciation expense | 10,655 | 11,333 |
Bottles [Member] | ||
Bottles [Line Items] | ||
Cost | 4,747 | 4,535 |
Less accumulated depreciation | -1,173 | -431 |
Property and equipment, net | 3,574 | 4,104 |
Depreciation expense | $2,452 | $2,186 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property and equipment [Abstract] | ||
Property and equipment, gross | $67,935 | $71,810 |
Less accumulated depreciation and amortization | -33,700 | -33,176 |
Property and equipment, net | 34,235 | 38,634 |
Cash proceeds from dispose of racks and machinery | 727 | 38 |
Estimated salvage value | 58 | |
Depreciation expense | 10,655 | 11,333 |
Loss on disposal and impairment of property and equipment [Abstract] | ||
Refill vending equipment impairments | 824 | 0 |
Loss on disposals of property and equipment | -2,104 | -126 |
Loss (gain) on other disposals | 95 | -39 |
Loss on disposal and impairment of property and equipment | 2,104 | 126 |
Leasehold Improvements [Member] | ||
Property and equipment [Abstract] | ||
Property and equipment, gross | 90 | 87 |
Machinery and Equipment [Member] | ||
Property and equipment [Abstract] | ||
Property and equipment, gross | 6,940 | 8,347 |
Vending Equipment [Member] | ||
Property and equipment [Abstract] | ||
Property and equipment, gross | 25,249 | 23,275 |
Gross accumulated depreciation and amortization | 1,374 | |
Accumulated depreciation on property and equipment | -492 | |
Estimated salvage value | 58 | |
Loss on disposal and impairment of property and equipment [Abstract] | ||
Loss on disposals of property and equipment | 573 | 165 |
Racks and Display Panels [Member] | ||
Property and equipment [Abstract] | ||
Property and equipment, gross | 30,047 | 34,370 |
Cash proceeds from dispose of racks and machinery | 825 | |
Gross accumulated depreciation and amortization | 5,037 | |
Accumulated depreciation on property and equipment | -3,600 | |
Loss on disposal and impairment of property and equipment [Abstract] | ||
Loss on disposals of property and equipment | 612 | 0 |
Office Furniture and Equipment [Member] | ||
Property and equipment [Abstract] | ||
Property and equipment, gross | 234 | 234 |
Software and Computer Equipment [Member] | ||
Property and equipment [Abstract] | ||
Property and equipment, gross | 4,227 | 3,972 |
Vehicles Under Capital Leases [Member] | ||
Property and equipment [Abstract] | ||
Property and equipment, gross | 427 | 0 |
Equipment Not in Service [Member] | ||
Property and equipment [Abstract] | ||
Property and equipment, gross | 721 | 1,525 |
Property and Equipment [Member] | ||
Property and equipment [Abstract] | ||
Depreciation expense | $6,988 | $7,737 |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued payroll and related items | $905 | $335 |
Accrued severance | 0 | 164 |
Accrued professional and other expenses | 1,535 | 1,405 |
Accrued interest | 460 | 229 |
Accrued sales tax payable | 373 | 217 |
Customer bottle deposits | 707 | 708 |
Other | 340 | 322 |
Current liabilities of disposal group held for sale | 23 | 92 |
Accrued expenses and other current liabilities | $4,343 | $3,472 |
Debt_Capital_Leases_and_Notes_2
Debt, Capital Leases and Notes Payable (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Installment | ||
Debt Instrument [Line Items] | ||
Long term debt, notes payable and capital leases | $24,316 | $22,670 |
Less current portion | -106 | -16 |
Long-term debt, capital leases and notes payable, net of current portion | 24,210 | 22,654 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt, notes payable and capital leases | 4,000 | 0 |
Term Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt, notes payable and capital leases | 20,000 | 0 |
Interest rate (in hundredths) | 7.80% | |
Maturity date | 20-Jun-21 | |
Number of annual installment | 5 | |
Periodic payment principal | 4,000 | |
Deferred loan costs capitalized | 338 | |
Accumulated amortization of deferred loans costs | 34 | |
Prior Senior Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt, notes payable and capital leases | 0 | 3,145 |
Prior Term Loans, Net of Discount [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt, notes payable and capital leases | 0 | 19,496 |
Capital Leases [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt, notes payable and capital leases | 304 | 0 |
Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt, notes payable and capital leases | $12 | $29 |
Debt_Capital_Leases_and_Notes_3
Debt, Capital Leases and Notes Payable, Line of Credit Facility (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Line of Credit Facility [Line Items] | |||
Total borrowing availability | $35,000 | ||
Debt to EBITDA ratio | 3 | ||
Debt to EBITDA ratio after declining | 2.75 | ||
Consolidated Debt to EBITDA ratio | 1.9 | ||
Financial covenants minimum tangible net worth requirement | 11,109 | 11,000 | |
Percentage of consolidated income considered for financial covenant (in hundredths) | 50.00% | ||
EBITDA to fixed charge ratio | 1.12 | ||
EBITDA to fixed charge ratio increase in period one | 0.9 | ||
Ebitda To Fixed Charge Ratio increase in period two | 1 | ||
Financial covenants tangible net worth requirement | 12,822 | ||
Amortization of financing costs | 883 | ||
Amortization of debt discount | 583 | ||
Interest expense | 2,718 | ||
Capital leases and notes payable outstanding | 3 | ||
Maturities of Long-term Debt [Abstract] | |||
2015 | 159 | ||
2016 | 149 | ||
2017 | 4,120 | ||
2018 | 4,000 | ||
2019 | 8,000 | ||
Thereafter | 8,000 | ||
Long-term Debt | 24,428 | ||
Less: amounts representing estimated executory costs | -90 | ||
Less: amounts representing interest | -22 | ||
Long-term Debt, Total | 24,316 | ||
Accounts payable due in 120 days owed to supplier | 5,050 | ||
Financing costs related to amount owed to supplier | 305 | 669 | |
Notes Payable [Member] | |||
Maturities of Long-term Debt [Abstract] | |||
2015 | 10 | ||
2016 | 2 | ||
2017 | 0 | ||
2018 | 0 | ||
2019 | 0 | ||
Thereafter | 0 | ||
Long-term Debt | 12 | ||
Less: amounts representing estimated executory costs | 0 | ||
Less: amounts representing interest | 0 | ||
Long-term Debt, Total | 12 | ||
Capital Leases [Member] | |||
Maturities of Long-term Debt [Abstract] | |||
2015 | 149 | ||
2016 | 147 | ||
2017 | 120 | ||
2018 | 0 | ||
2019 | 0 | ||
Thereafter | 0 | ||
Long-term Debt | 416 | ||
Less: amounts representing estimated executory costs | -90 | ||
Less: amounts representing interest | -22 | ||
Long-term Debt, Total | 304 | ||
Revolving Credit Facility [Member] | |||
Maturities of Long-term Debt [Abstract] | |||
2015 | 0 | ||
2016 | 0 | ||
2017 | 0 | ||
2018 | 0 | ||
2019 | 4,000 | ||
Thereafter | 0 | ||
Long-term Debt | 4,000 | ||
Less: amounts representing estimated executory costs | 0 | ||
Less: amounts representing interest | 0 | ||
Long-term Debt, Total | 4,000 | ||
Term Notes [Member] | |||
Line of Credit Facility [Line Items] | |||
Deferred loan costs capitalized | 338 | ||
Accumulated amortization of deferred loans costs | 34 | ||
Maturities of Long-term Debt [Abstract] | |||
2015 | 0 | ||
2016 | 0 | ||
2017 | 4,000 | ||
2018 | 4,000 | ||
2019 | 4,000 | ||
Thereafter | 8,000 | ||
Long-term Debt | 20,000 | ||
Less: amounts representing estimated executory costs | 0 | ||
Less: amounts representing interest | 0 | ||
Long-term Debt, Total | 20,000 | ||
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Total borrowing availability | 15,000 | ||
Expiration date | 20-Jun-19 | ||
Commitment fee percentage (in hundredths) | 0.50% | ||
Outstanding borrowings | 4,000 | ||
Weighted-average interest rate (in hundredths) | 4.67% | ||
Remaining borrowing availability | 11,000 | ||
Deferred loan costs capitalized | 213 | ||
Accumulated amortization of deferred loans costs | 21 | ||
Revolving Credit Facility [Member] | Federal Funds [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (in hundredths) | 0.50% | ||
Revolving Credit Facility [Member] | LIBOR [Member] | |||
Line of Credit Facility [Line Items] | |||
Description of variable rate basis | LIBOR for a three-month | ||
Basis spread on variable rate (in hundredths) | 1.00% | ||
Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Description of variable rate basis | a one-, two-, three- or six-month LIBOR rate | ||
Basis spread on variable rate (in hundredths) | 4.25% | ||
Revolving Credit Facility [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (in hundredths) | 3.25% | ||
Prior Senior Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Total borrowing availability | 20,000 | ||
Reserve requirement | 2,000 | ||
Amortization of debt discount | 677 | ||
Penalty on Early Payment of Debt | 705 | ||
Prior Term Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Total borrowing availability | $23,150 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 12 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2014 | Nov. 06, 2012 |
Director | |||||
Detachable Common Stock Warrant related to Term Loan [Abstract] | |||||
Warrants outstanding, beginning balance (in shares) | 2,602 | 2,602 | |||
Partial exercises of Comvest Warrant (in shares) | -400 | ||||
Warrants outstanding, ending balance (in shares) | 2,677 | 2,602 | 2,602 | ||
Warrants exercise price outstanding, beginning balance (in dollars per share) | $4.95 | $4.95 | $1.20 | ||
Warrants exercise price (in dollars per share) | $5.14 | $4.95 | $4.95 | $1.20 | |
Warrants exercise price outstanding, ending balance (in dollars per share) | $5.14 | $4.95 | $4.95 | $1.20 | |
Weighted Average Remaining Life (Years) | 4 years 6 months | 5 years 4 months 2 days | 6 years 4 months 2 days | ||
Initial fair value of warrants issued | $1,108 | $589 | |||
Change in discount on Term Loan and Common Stock Warrants | $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 | ||||
Number of current directors or stockholders as insider participants | 5 | ||||
DS Services [Member] | |||||
Detachable Common Stock Warrant related to Term Loan [Abstract] | |||||
Grant of DS Services Warrant (in shares) | 475 | ||||
Warrants exercise price (in dollars per share) | $3.04 | ||||
Warrants exercise price outstanding, ending balance (in dollars per share) | $3.04 | ||||
Warrants expiry date | 1-Jan-21 | ||||
Comvest Warrant [Member] | |||||
Detachable Common Stock Warrant related to Term Loan [Abstract] | |||||
Grant of DS Services Warrant (in shares) | 1,731 | ||||
Warrants outstanding, ending balance (in shares) | 1,331 | ||||
Warrants exercise price (in dollars per share) | $2.30 | ||||
Warrants exercise price outstanding, ending balance (in dollars per share) | $2.30 | ||||
Warrants expiry date | 30-Apr-20 | ||||
Issuance of common stock (in shares) | 292 | ||||
Comvest Warrant [Member] | Insider Participants [Member] | |||||
Detachable Common Stock Warrant related to Term Loan [Abstract] | |||||
Grant of DS Services Warrant (in shares) | 131 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 12 Months Ended | ||
Share data in Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | 11-May-12 |
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |||
Total non-cash stock-based compensation expense included in selling, general and administrative expenses | $4,023,000 | $1,034,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options vested and expected to vest (in shares) | 1,500 | ||
Options exercisable (in shares) | 838 | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Purchase price specified as percentage of fair market value (in hundredths) | 85.00% | ||
Maximum percentage of compensation that can be allocated to employee stock purchases plan (in hundredths) | 15.00% | ||
Maximum amount of annual compensation that may be attributed to employee stock purchase plan | 25,000 | ||
Number of shares purchased (in shares) | 43 | ||
Average price of shares purchased through the employee stock purchase plan (in dollars per share) | $2.24 | ||
Number of shares reserved for future issuance (in shares) | 101 | ||
Value Creation Plan [Abstract] | |||
Target EBITDA one | 15,000,000 | ||
Target EBITDA two | 20,000,000 | ||
Target EBITDA three | 25,000,000 | ||
Percentage of market capital appreciation of our stock for the first issuance (in hundredths) | 15.00% | ||
Trading days after public announcement of financial results for the fiscal year | 2 days | ||
Percentage of market capital appreciation of our stock for the second issuance | 17.50% | ||
Percentage of market capital appreciation of our stock for the third issuance | 20.00% | ||
Recorded non-cash expense | 2,566,000 | ||
Unrecognized compensation expense related to the VCP | 1,874,000 | ||
The fair value of the awards impacted on their grant date resulting in final fair value | 4,130,000 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected life of options in years | 6 years 3 months 18 days | ||
Risk-free interest rate, minimum (in hundredths) | 1.80% | 1.10% | |
Risk-free interest rate, maximum (in hundredths) | 2.00% | 2.00% | |
Expected volatility (in hundredths) | 47.00% | ||
Expected volatility, minimum (in hundredths) | 45.00% | ||
Expected volatility, maximum (in hundredths) | 47.00% | ||
Dividend yield (in hundredths) | 0.00% | 0.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding (in shares) | 1,387 | ||
Granted (in shares) | 443 | ||
Exercised (in shares) | -71 | ||
Forfeited (in shares) | -165 | ||
Options outstanding (in shares) | 1,594 | 1,387 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Options outstanding, beginning balance (in dollars per share) | $3.66 | ||
Granted (in dollars per share) | $3.56 | ||
Exercised (in dollars per share) | $1.55 | ||
Forfeited (in dollars per share) | $4.75 | ||
Options outstanding, ending balance (in dollars per share) | $3.61 | $3.66 | |
Options vested and expected to vest (in dollars per share) | $3.68 | ||
Options exercisable (in dollars per share) | $4.53 | ||
Options outstanding, weighted average remaining life | 7 years 7 months 6 days | ||
Options vested and expected to vest, weighted average remaining life | 7 years 6 months | ||
Options exercisable, weighted average remaining life | 6 years 8 months 12 days | ||
Options outstanding, aggregate intrinsic value | 3,135,000 | ||
Options vested and expected to vest, aggregate intrinsic value | 2,973,000 | ||
Options exercisable, aggregate intrinsic value | 1,831,000 | ||
Weighted average fair value of options granted (in dollars per share) | $1.66 | $1.02 | |
Total intrinsic value of options exercised | 209,000 | 44,000 | |
Unrecognized compensation costs | 606,000 | ||
Weighted average period for cost recognition | 1 year 9 months 18 days | ||
Cash received from option exercises | 110,000 | 66,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Unrecognized compensation cost, recognition period | 1 year 9 months 18 days | ||
Stock Options [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected life of options in years | 6 years 3 months 18 days | ||
Stock Options [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected life of options in years | 6 years | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Weighted average period for cost recognition | 2 years 4 months 24 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Restricted Stock Unvested, beginning balance (in shares) | 63 | ||
Restricted Stock Granted (in shares) | 141 | ||
Restricted Stock Vested (in shares) | -166 | ||
Restricted Stock Forfeited (in shares) | -1 | ||
Restricted Stock Unvested, ending balance (in shares) | 37 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Restricted Stock Unvested, beginning balance (in dollars per share) | $4.36 | ||
Restricted Stock Granted (in dollars per share) | $4.40 | ||
Restricted Stock Vested (in dollars per share) | $4.84 | ||
Restricted Stock Forfeited (in dollars per share) | $12.33 | ||
Restricted Stock Unvested, ending balance (in dollars per share) | $2.29 | ||
Unrecognized compensation expense | 48,000 | ||
Unrecognized compensation cost, recognition period | 2 years 4 months 24 days | ||
Value Creation Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Total fair value | 4,440,000 | ||
Stock Prices (in dollars per share) | $1.39 | ||
Risk-free interest rate, minimum (in hundredths) | 0.30% | ||
Risk-free interest rate, maximum (in hundredths) | 0.60% | ||
Expected volatility, minimum (in hundredths) | 41.30% | ||
Expected volatility, maximum (in hundredths) | 46.10% | ||
Dividend yield (in hundredths) | 0.00% | ||
Value Creation Plan [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Stock Prices (in dollars per share) | $4.31 | ||
Expected life of options in years | 2 years 9 months 18 days | ||
Value Creation Plan [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Stock Prices (in dollars per share) | $1.76 | ||
Expected life of options in years | 1 year 4 months 24 days | ||
Stock Plan 2004 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for issuance (in shares) | 431 | ||
Shares available for issuance (in shares) | 386 | ||
Stock Plan 2010 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for issuance (in shares) | 2,219 | ||
Shares available for issuance (in shares) | 386 | ||
Stock Plan 2004 and 2010 [Member] | |||
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |||
Total non-cash stock-based compensation expense included in selling, general and administrative expenses | 4,023,000 | 1,034,000 | |
Stock Plan 2004 and 2010 [Member] | Stock Options [Member] | |||
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |||
Total non-cash stock-based compensation expense included in selling, general and administrative expenses | 420,000 | 448,000 | |
Stock Plan 2004 and 2010 [Member] | Restricted Stock [Member] | |||
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |||
Total non-cash stock-based compensation expense included in selling, general and administrative expenses | 997,000 | 586,000 | |
Stock Plan 2004 and 2010 [Member] | Value Creation Plan [Member] | |||
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |||
Total non-cash stock-based compensation expense included in selling, general and administrative expenses | 2,566,000 | 0 | |
Stock Plan 2004 and 2010 [Member] | Employee Stock Purchase Plan [Member] | |||
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |||
Total non-cash stock-based compensation expense included in selling, general and administrative expenses | $40,000 | $0 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 05, 2014 |
Operating Leases [Abstract] | |||
Total rental expense from continuing operations | $1,239 | $1,209 | |
2015 | 356 | ||
2016 | 34 | ||
2017 | 19 | ||
2018 | 19 | ||
2019 | 19 | ||
Thereafter | 22 | ||
Total | 469 | ||
Omnifrio Single-Serve Beverage Business [Member] | |||
Omnifrio Single-Serve Beverage Business [Abstract] | |||
Deferred purchase price payments | 1,987 | 2,000 | |
Prism Arbitration [Member] | |||
Omnifrio Single-Serve Beverage Business [Abstract] | |||
Arbitration damaged claim value | $1,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ||
Federal statutory taxes (in hundredths) | 34.00% | 34.00% |
State income taxes, net of federal tax benefit (in hundredths) | 3.70% | 3.80% |
Foreign taxes less than the domestic rate (in hundredths) | -0.50% | -0.40% |
Permanent differences (in hundredths) | -0.20% | -0.20% |
Change in valuation allowance (in hundredths) | -35.60% | -27.60% |
Changes in rates (in hundredths) | 0.00% | -9.10% |
Other (in hundredths) | -1.40% | -0.50% |
Effective income tax rate (in hundredths) | 0.00% | 0.00% |
Deferred tax assets [Abstract] | ||
Federal net operating loss carryforward | $45,537 | $40,308 |
State loss carryforward | 4,400 | 3,943 |
Goodwill | 22,339 | 24,528 |
Other intangible assets | 3,431 | 3,651 |
Allowance for bad debts | 876 | 533 |
Stock-based compensation | 2,711 | 1,473 |
Accrued expenses | 95 | 62 |
Inventory | 49 | 75 |
Fixed assets | 0 | 662 |
Other | 1,215 | 1,076 |
Total gross deferred tax assets | 80,653 | 76,311 |
Deferred tax liabilities [Abstract] | ||
Fixed assets | 133 | 0 |
Total gross deferred tax liabilities | 133 | 0 |
Valuation allowance | -80,786 | -76,311 |
Total net deferred liability | 0 | 0 |
Change in amount of deferred tax asset valuation allowance | 4,475 | 2,676 |
Operating Loss Carryforwards [Line Items] | ||
Unrecognized tax benefits | 0 | |
Uncertain tax positions | 0 | |
U.S. Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 134,104 | |
U.S. Federal [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expiration dates for operating loss carryforwards | 31-Dec-25 | |
U.S. Federal [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expiration dates for operating loss carryforwards | 31-Dec-34 | |
Canadian Federal and Provincial [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 9,215 | |
Canadian Federal and Provincial [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expiration dates for operating loss carryforwards | 31-Dec-30 | |
Canadian Federal and Provincial [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expiration dates for operating loss carryforwards | 31-Dec-34 | |
State Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $111,112 | |
State Jurisdiction [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expiration dates for operating loss carryforwards | 31-Dec-15 | |
State Jurisdiction [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expiration dates for operating loss carryforwards | 31-Dec-34 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value Measurements [Abstract] | ||
Impairment associated with certain Refill equipment | $824 | $0 |
Estimated fair value of Refill equipment on a nonrecurring basis | 58 | |
Impairment associated with barter credits | 1,069 | |
Estimated fair value of barter credits on a nonrecurring basis | 197 | |
Prepaid expenses and other current assets | 10 | |
Fair value of barter credits recorded in other assets | $187 |
Segments_Details
Segments (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Segment | ||
Segments [Abstract] | ||
Number of operating segments | 2 | |
Number of reportable segments | 2 | |
Canadian operations in total net sales (in hundreths) | 6.70% | 8.40% |
Canadian operations in property and equipment (in hundreths) | 6.20% | 7.20% |
Segment Reporting Information [Line Items] | ||
Segment net sales | $106,322 | $91,209 |
Income (loss) from operations | -6,739 | -4,419 |
Non-recurring costs | -2,881 | -777 |
Depreciation and amortization | -10,655 | -11,333 |
Loss on disposal and impairment of property and equipment | -2,104 | -126 |
Depreciation and amortization expense | 10,655 | 11,333 |
Capital expenditures | 7,922 | 7,300 |
Identifiable assets | 65,748 | 70,971 |
Operating Segments [Member] | Water [Member] | ||
Segment Reporting Information [Line Items] | ||
Segment net sales | 71,360 | 63,828 |
Income (loss) from operations | 22,585 | 17,717 |
Depreciation and amortization | -9,740 | -10,057 |
Depreciation and amortization expense | 9,740 | 10,057 |
Capital expenditures | 7,326 | 6,964 |
Identifiable assets | 52,758 | 58,057 |
Operating Segments [Member] | Dispensers [Member] | ||
Segment Reporting Information [Line Items] | ||
Segment net sales | 34,962 | 27,381 |
Income (loss) from operations | 1,452 | 827 |
Depreciation and amortization | -332 | -575 |
Depreciation and amortization expense | 332 | 575 |
Capital expenditures | 436 | 62 |
Identifiable assets | 11,075 | 9,757 |
Operating Segments [Member] | Assets of Disposal Group Held for Sale [Member] | ||
Segment Reporting Information [Line Items] | ||
Identifiable assets | 0 | 225 |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Income (loss) from operations | -15,136 | -10,727 |
Depreciation and amortization | -583 | -701 |
Depreciation and amortization expense | 583 | 701 |
Capital expenditures | 160 | 274 |
Identifiable assets | $1,915 | $2,932 |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Cash Flow Supplemental Disclosures [Abstract] | ||
Cash paid for interest | $3,319 | $3,278 |
Noncash investing activities [Abstract] | ||
Assets acquired capital leases | 427 | 0 |
Accrued capital expenditures | $615 | $1,313 |
Employee_Retirement_Savings_Pl1
Employee Retirement Savings Plan (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Employee Retirement Savings Plan [Abstract] | ||
Minimum eligibility age for employee retirement savings plan | 21 years | |
Service period required for qualification | 2 months | |
Vesting percentage for employee contribution (in hundredths) | 100.00% | |
Vesting percentage for employer contribution (in hundredths) | 25.00% | |
Number of years of employment required for full vesting | 4 years | |
Number of hours of service required for year of service | 1000 hours | |
Employer matching contribution percentage (in hundredths) | 50.00% | |
Maximum employee contribution percentage eligible for matching by the employer (in hundredths) | 6.00% | |
Percentage of employer matching which is subject to contingency (in hundredths) | 50.00% | |
Contribution expense | $87 | $47 |