Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | Primo Water Corp | |
Entity Central Index Key | 1,365,101 | |
Trading Symbol | prmw | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 30,020,649 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 4,250 | $ 15,586 |
Accounts receivable, net | 22,300 | 14,121 |
Inventories | 6,542 | 6,182 |
Prepaid expenses and other current assets | 3,824 | 3,086 |
Total current assets | 36,916 | 38,975 |
Bottles, net | 4,380 | 4,152 |
Property and equipment, net | 102,176 | 100,331 |
Intangible assets, net | 145,891 | 149,457 |
Goodwill | 92,999 | 91,709 |
Investment in Glacier securities ($3,838 available-for-sale, at fair value) | 6,467 | 6,408 |
Other assets | 542 | 353 |
Total assets | 389,371 | 391,385 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 21,101 | 13,788 |
Accrued expenses and other current liabilities | 12,496 | 16,922 |
Current portion of long-term debt and capital leases | 3,555 | 2,183 |
Total current liabilities | 37,152 | 32,893 |
Long-term debt and capital leases, net of current portion and debt issuance costs | 270,386 | 270,264 |
Deferred tax liability, net | 11,976 | 13,607 |
Warrant liability | 8,180 | |
Other long-term liabilities | 2,045 | 2,069 |
Total liabilities | 321,559 | 327,013 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value - 10,000 shares authorized, none issued and outstanding | ||
Common stock, $0.001 par value - 70,000 shares authorized, 29,908 and 29,305 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 30 | 29 |
Additional paid-in capital | 326,427 | 325,779 |
Common stock warrants | 18,892 | 7,492 |
Accumulated deficit | (276,784) | (267,393) |
Accumulated other comprehensive loss | (753) | (1,535) |
Total stockholders’ equity | 67,812 | 64,372 |
Total liabilities and stockholders’ equity | $ 389,371 | $ 391,385 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Available-for-sale, at fair value | $ 3,838 | $ 3,838 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000 | 10,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 70,000 | 70,000 |
Common stock, issued (in shares) | 29,908 | 29,305 |
Common stock, outstanding (in shares) | 29,908 | 29,305 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net sales | $ 82,207,000 | $ 35,504,000 | $ 217,762,000 | $ 102,185,000 |
Operating costs and expenses: | ||||
Cost of sales | 57,273,000 | 24,435,000 | 154,166,000 | 71,351,000 |
Selling, general and administrative expenses | 7,939,000 | 4,909,000 | 26,703,000 | 14,715,000 |
Non-recurring and acquisition-related costs | 158,000 | 655,000 | 7,583,000 | 1,094,000 |
Depreciation and amortization | 6,358,000 | 2,397,000 | 19,571,000 | 7,225,000 |
(Gain) loss on disposal and impairment of property and equipment | (72,000) | 158,000 | (90,000) | 570,000 |
Total operating costs and expenses | 71,656,000 | 32,554,000 | 207,933,000 | 94,955,000 |
Income from operations | 10,551,000 | 2,950,000 | 9,829,000 | 7,230,000 |
Interest expense, net | 5,153,000 | 477,000 | 15,177,000 | 1,436,000 |
Change in fair value of warrant liability | 3,220,000 | |||
Income (loss) from continuing operations before income taxes | 5,398,000 | 2,473,000 | (8,568,000) | 5,794,000 |
Provision for income taxes | 451,000 | 0 | 823,000 | 0 |
Income (loss) from continuing operations | 4,947,000 | 2,473,000 | (9,391,000) | 5,794,000 |
Loss from discontinued operations | (17,000) | (43,000) | ||
Net income (loss) | $ 4,947,000 | $ 2,456,000 | $ (9,391,000) | $ 5,751,000 |
Basic (loss) earnings per common share: | ||||
Income (loss) from continuing operations, basic (in dollars per share) | $ 0.15 | $ 0.09 | $ (0.28) | $ 0.21 |
Loss from discontinued operations, basic (in dollars per share) | (0.01) | (0.01) | ||
Net (loss) income, basic (in dollars per share) | 0.15 | 0.08 | (0.28) | 0.20 |
Diluted (loss) earnings per common share: | ||||
Income (loss) from continuing operations, diluted (in dollars per share) | 0.14 | 0.08 | (0.28) | 0.19 |
Loss from discontinued operations, diluted (in dollars per share) | ||||
Net (loss) income, diluted (in dollars per share) | $ 0.14 | $ 0.08 | $ (0.28) | $ 0.19 |
Weighted average shares used in computing earnings (loss) per share: | ||||
Basic (in shares) | 33,525 | 28,900 | 33,086 | 28,066 |
Diluted (in shares) | 34,653 | 30,210 | 33,086 | 29,843 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net income (loss) | $ 4,947 | $ 2,456 | $ (9,391) | $ 5,751 |
Other comprehensive income: | ||||
Unrealized gain on investment in Glacier securities | 38 | 59 | ||
Foreign currency translation adjustments, net | 386 | (39) | 723 | 148 |
Total other comprehensive income | 424 | (39) | 782 | 148 |
Comprehensive income (loss) | $ 5,371 | $ 2,417 | $ (8,609) | $ 5,899 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (9,391,000) | $ 5,751,000 |
Less: Loss from discontinued operations | (43,000) | |
(Loss) income from continuing operations | (9,391,000) | 5,794,000 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 19,571,000 | 7,225,000 |
(Gain) loss on disposal and impairment of property and equipment | (90,000) | 570,000 |
Stock-based compensation expense | 4,611,000 | 1,556,000 |
Non-cash interest (income) expense | (51,000) | 83,000 |
Change in fair value of warrant liability | 3,220,000 | |
Deferred income tax expense | 823,000 | |
Realized foreign currency exchange loss (gain) and other, net | 169,000 | (144,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,480,000) | (4,680,000) |
Inventories | (351,000) | (1,236,000) |
Prepaid expenses and other assets | (956,000) | (268,000) |
Accounts payable | 7,611,000 | 1,693,000 |
Accrued expenses and other liabilities | (6,036,000) | 702,000 |
Net cash provided by operating activities | 10,650,000 | 11,295,000 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (13,434,000) | (7,397,000) |
Purchases of bottles, net of disposals | (2,120,000) | (1,933,000) |
Proceeds from the sale of property and equipment | 167,000 | 32,000 |
Additions to intangible assets | (113,000) | (49,000) |
Net cash used in investing activities | (15,500,000) | (9,347,000) |
Cash flows from financing activities: | ||
Term loan and capital lease payments | (3,107,000) | (187,000) |
Stock option and employee stock purchase activity and other, net | (3,088,000) | (1,022,000) |
Debt issuance costs and other | (261,000) | (256,000) |
Net cash used in financing activities | (6,456,000) | (1,465,000) |
Cash used in operating activities of discontinued operations | (89,000) | |
Effect of exchange rate changes on cash and cash equivalents | (30,000) | 82,000 |
Net (decrease) increase in cash and cash equivalents | (11,336,000) | 476,000 |
Cash and cash equivalents, beginning of year | 15,586,000 | 1,826,000 |
Cash and cash equivalents, end of period | 4,250,000 | 2,302,000 |
Revolving Credit Facility [Member] | ||
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | 2,500,000 | |
Payments under Revolving Credit Facility | (2,500,000) | |
Prior Revolving Credit Facility [Member] | ||
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | 33,500,000 | |
Payments under Revolving Credit Facility | $ (33,500,000) |
Note 1 - Description of Busines
Note 1 - Description of Business and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | 1. Description of Business and Significant Accounting Policies Business Primo Water Corporation (together with its consolidated subsidiaries, “Primo,” “we,” “our,” “us,” or “the Company”) is North America ’s leading single source provider of multi-gallon purified bottled water, self-service refill water and water dispensers sold through major retailers in the United States and Canada. Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements and notes have been prepared in accordance with our accounting practices described in our audited consolidated financial statements as of and for the year ended December 31, 2016. not December 31, 2016 10 not 2016 10 R ecent Accounting Pronouncements In Januar y 2017, 2017 04, Intangibles – Goodwill and Other (Topic 350 Simplifying the Test for Goodwill Impairment two zero December 15, 2019; not In February 2016, 2016 02, Leases (Topic 842 1 2 December 15, 2019, December 15, 2020. In September 2015, 2015 16, Simplifying the Accounting for Measurement-Period Adjustments (Topic 805 2015 16 December 15, 2015, 2015 16 January 1, 2017, 2 In May 2014, 2014 09, Revenue from Contracts with Customers Topic 606 five December 15, 2017, January 1, 2018. not November 2017. |
Note 2 - Glacier Acquisition
Note 2 - Glacier Acquisition | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 2. Glacier Acquisition On December 12, 2016, we completed the acquisition by merger (the “Acquisition”) of Glacier Water Services, Inc. (“Glacier”), the leading provider of high-quality drinking water dispensed to consumers through self-service water machines located at supermarkets and other retail locations. We believe that the Acquisition will diversify our retailer and financial concentration, create operational and shared services synergies and create cross-selling opportunities with retailers and consumers. A ggregate consideration in connection with the Acquisition was $200,220, 3 $146 $4,011 three nine September 30, 2017, A summary of the consideration paid is as follows: Aggregate consideration: Cash consideration $ 49,397 Common stock issued 36,767 Warrants issued 8,420 Extinguishment of debt 64,658 Noncontrolling interest retired 40,978 Purchase price $ 200,220 During the nine September 30, 2017, Purchase Price Allocation Measurement Period Adjustment Recast Purchase Price Allocation Cash acquired $ 4,294 $ – $ 4,294 Property and equipment 65,605 889 66,494 Identifiable intangible assets 142,330 – 142,330 Investments and other assets 11,765 (450 ) 11,315 Goodwill 91,822 900 92,722 Deferred tax liability (13,607 ) 2,454 (11,153 ) Net liabilities assumed (101,989 ) (3,793 ) (105,782 ) Aggregate purchase price $ 200,220 $ – $ 200,220 The estimated fair values are subject to refinement during the measurement period (which is no one Unaudited pro forma results of operations are presented below for the three nine September 30, 2017 2016, January 1, 2016. not 2016 not Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Net sales $ 82,207 $ 74,088 $ 217,762 $ 208,141 Pro forma net income (loss) $ 4,947 $ 2,825 $ (9,391 ) $ 2,104 Basic earnings (loss) per common share: Net earnings (loss) attributable to common shareholders $ 0.15 $ 0.09 $ (0.28 ) $ 0.07 Diluted earnings (loss) per common share: Net earnings (loss) attributable to common shareholders $ 0.14 $ 0.08 $ (0.28 ) $ 0.06 |
Note 3 - Debt and Capital Lease
Note 3 - Debt and Capital Leases, Net of Debt Issuance Costs | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Debt and Capital Leases Disclosures [Text Block] | 3. D ebt and Capital Leases , net of Debt Issuance Costs D ebt and capital leases, net of debt issuance costs are summarized as follows: September 30, December 31, 2017 2016 Term loans $ 184,605 $ 186,000 Debt issuance costs (3,206 ) (3,794 ) Total Credit Facilities 181,399 182,206 Junior Subordinated Debentures 88,816 89,529 Capital leases 3,726 712 273,941 272,447 Less current portion (3,555 ) (2,183 ) Long-term debt and capital leases, net of current portion and debt issuance costs $ 270,386 $ 270,264 Goldman Credit Facility On December 12, 2016, $186,000 $10,000 December 12, 2021. March 31, 2017) 1% $1,860, first no 65% Interest on outstanding borrowings under the Goldman Credit Facility wil l be calculated at our option at either a base rate (which may 4.0% 1.0% 5.50% 4.50% 0.50% $4,303, September 30, 2017, no $10,000 The Goldman Credit Facility contains a number of affirmative and negative covenants that use consolidated adjusted EBITDA (“Adjusted EBITDA”). Adjusted EBITDA is a non-U.S. GAAP financial measure that is calculated as income (loss) from continuing operations before depreciation and amortization; interest expense , net; change in fair value of warrant liability; non-cash stock-based compensation expense; non-recurring and acquisition-related costs; and loss on disposal and impairment of property and equipment and other. The primary operational covenants included in the Goldman Credit Facility are as follows: (i) a minimum fixed charge coverage ratio of 1.20:1.00 , (ii) a maximum total leverage ratio of 4.25:1.00, 4.00:1.00 December 31, 2017, $3,500, September 30, 2017 1.25:1.00 3.54:1.00. Junior Subordinated Debentures In connection with the Acquisition, we assumed $89,529 Junior Subordinated Debentures (the “Subordinated Debentures”) issued to Glacier Water Trust I, a wholly owned subsidiary of Primo. Interest on the Subordinated Debentures accrues at an annual rate of 9.0625% January 31, 2028, may 100% |
Note 4 - Glacier Warrants
Note 4 - Glacier Warrants | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Warrant Liability [Text Block] | 4. Glacier Warrant s On December 12, 2016 , we issued warrants to purchase 2,000 33% June 10, 2017, 33% September 8, 2017 34% December 12, 2017. $11.88 December 12, 2021. The Glacier Warrants’ fair value at the date of issuance of $8,420 On March 13, 2017, red into Amendment No. 1 no may March 13, 2017, no January 1, 2017 March 13, 2017 $3,220 nine September 30, 2017. $0 $8,180 September 30, 2017 December 31, 2016, The estimated fair value of these Warrants was determined using Level 3 March 13, 2017 December 31, 2016 Expected life in years 4.75 4.95 Risk-free interest rate 2.08 % 1.92 % Expected volatility 33.0 % 33.0 % Dividend yield 0.0 % 0.0 % The risk- free interest rate was based on the U.S. Treasury rate for the expected remaining life of common stock warrants. Our expected volatility was based on the average long-term historical volatilities of peer companies. The dividend yield assumption was based on our current intent not |
Note 5 - Stock-based Compensati
Note 5 - Stock-based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 5. Stock-Based Compensation Overview 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 condensed consolidated statements of operations, was as follows: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Stock options $ 142 $ 147 $ 441 $ 476 Restricted stock 641 348 2,089 782 Value Creation Plan – – 1,482 254 Long-Term Performance Plan 124 – 526 – Employee Stock Purchase Plan 26 15 73 44 $ 933 $ 510 $ 4,611 $ 1,556 Value Creation Plan On May 7, 2012, Value Creation Plan (the “VCP”), which was subsequently amended on May 14, 2013 March 3, 2016. three $15,000, $24,000 $28,000 2014 2019. December 22, 2016, December 31, 2016, third $28,000 The awa rd pool for the second $24,000 17.5% March 11, 2016 March 20, 2017, third 2016. March 20, 2017, 1,370 $24,000 not Long-Term Performance Plan On February 28, 2017, equity grants for eligible employees based on the attainment of certain performance-based targets. Our intention is that all awards under the LTPP will be in the form of equity grants. The LTPP provides for the issuance of awards based on our attainment of financial targets for the period of January 1, 2017 December 31, 2019. 2017 2019. |
Note 6 - Commitments and Contin
Note 6 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 6. Commitments and Contingencies Omnifrio Single-Serve Beverage Business Deferred purc hase price payments totaling $1,901 December 31, 2016. April 11, 2011 On March 31, 2017, e entered into a settlement and release agreement with Omnifrio in which we agreed to a cash payment of $710 April 2011 $1,191, nine September 30, 2017. Texas Regional Operator Litigation/Arbitration On August 8, 2014, of America, Inc. was also named as a defendant in the lawsuit. The claims alleged against us in the lawsuit were breach of contract, conspiracy and fraud, and the ROs sought unspecified monetary damages as well as injunctive relief. On April 10, 2015, December 31, 2015, no We entered into a settlement and mutual release agreement with Artesia Springs, LLC and HOD Enterprises, L.P. on April 5, 2017, April, July September 2017 $3,783. $3,701, nine September 30, 2017. $21 $82 three nine September 30, 2017, Prism Arbitration On August 5, 2014, $1,000 The arbitration was filed with the AAA, and was amended on December 19, 2014 On July 24, 2017, e entered into a settlement and mutual release agreement with Prism Distribution pursuant to which we agreed to make a payment to Prism of $825. $825 September 30, 2017. $825, nine September 30, 2017. Sales Tax We routinely purchase equipment for use in operations from various vendors. These purchases are subject to sales tax depending on the equipment type and local sales tax regulations; however, we believe certain vendors have not not Other Contingencies From time to time, we are involved in various claims and legal actions that arise in the normal course of business. Management believes that the outcome of such claims and legal actions will not |
Note 7 - Income Taxes
Note 7 - Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 7. Income Taxes We have established a full valuation allowance to offset the net deferred tax assets that are not three September 30, 2017 2016, $451 $0 nine September 30, 2017 2016, $823 $0 Section 382 382, . Realization of the loss carryforwards is dependent upon generating sufficient taxable income prior to the expiration of the loss carryforwards, subject to the Section 382 |
Note 8 - Fair Value Measurement
Note 8 - Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 8. Fair Value Measurements Fair value rules currently apply to all financial assets and liabilities and for certain nonfinancial assets and liabilities that are required to be recognized or disclosed at fair value. For this purpose, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. U.S. GAAP establishes a three • Level 1 • Level 2 • Level 3 no At September 30, 2017 December 31, 2016, September 30, 2017 Fair Value Level 1 Level 2 Level 3 Assets: Investment in Glacier securities $ 3,838 $ – $ 3,838 $ – Total assets $ 3,838 $ – $ 3,838 $ – Liabilities: Contingent consideration $ 1,476 $ – $ – $ 1,476 Total liabilities $ 1,476 $ – $ – $ 1,476 December 31, 2016 Fair Value Level 1 Level 2 Level 3 Assets: Investment in money market funds (1) $ 675 $ 675 $ – $ – Investment in Glacier securities 3,779 – 3,779 – Total assets $ 4,454 $ 675 $ 3,779 $ – Liabilities: Warrant liability $ 8,180 $ – $ – $ 8,180 Contingent consideration 1,513 – – 1,513 Total liabilities $ 9,693 $ – $ – $ 9,693 ( 1 Included in cash and cash equivalents in accompanying condensed consolidated balance sheets. The carrying amounts of cash and cash equivalents, accounts receivable, net, accounts payable, and accrued expenses and other current liabilities, approximate their fair values due to their short maturities. Liabilities of the Disposal Group classified as held for sale and reported within accrued expenses and other current liabilities, and other long-term liabilities on our condensed 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 variable interest rate for borrowings under our Goldman Credit Facility and the fact that the Junior Subordinated Debentures were recorded at fair value at the time of the Acquisition, the carrying value of debt and capital leases approximates fair value. The following table provides a rollforward of the Company ’s Level 3 Warrant Liability Contingent Consideration Balance at December 31, 2016 $ 8,180 $ 1,513 Change in fair value 3,220 (37 ) Reclass Glacier warrant to equity (11,400 ) – Balance at September 30, 2017 $ – $ 1,476 |
Note 9 - Earnings Per Share
Note 9 - Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 9. Earnings Per Share The following table sets forth the calculations of basic and diluted earnings per share: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Basic: Income (loss) from continuing operations $ 4,947 $ 2,473 $ (9,391 ) $ 5,794 Loss from discontinued operations – (17 ) – (43 ) Net income (loss) $ 4,947 $ 2,456 $ (9,391 ) $ 5,751 Weighted average shares 33,525 28,900 33,086 28,066 Basic earnings (loss) per share from continuing operations $ 0.15 $ 0.09 $ (0.28 ) $ 0.21 Basic loss per share from discontinued operations – (0.01 ) – (0.01 ) Basic earnings (loss) per share $ 0.15 $ 0.08 $ (0.28 ) $ 0.20 Diluted: Income (loss) from continuing operations $ 4,947 $ 2,473 $ (9,391 ) $ 5,794 Loss from discontinued operations – (17 ) – (43 ) Net income (loss) $ 4,947 $ 2,456 $ (9,391 ) $ 5,751 Weighted average shares 33,525 28,900 33,086 28,066 Potential shares arising from stock options, restricted stock, warrants and contingently issuable shares under the VCP 1,128 1,310 – 1,777 Weighted average shares - diluted 34,653 30,210 33,086 29,843 Diluted earnings (loss) per share from continuing operations $ 0.14 $ 0.08 $ (0.28 ) $ 0.19 Diluted loss per share from discontinued operations – – – – Diluted earnings (loss) per share $ 0.14 $ 0.08 $ (0.28 ) $ 0.19 For the nine September 30, 2017, 4,554 For the three September 30, 2017, with respect to an aggregate of 502 For the three and nine September 30, 2016, 435 740 For the nine September 30, 2016, first March 11, 2016 March 11, 2016, |
Note 10 - Segments
Note 10 - Segments | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 10. Segments We have three three Our Refill segment sales consists of the sale of filtered drinking water dispensed directly to consumers through technologicall y advanced, self-service machines located at major retailers throughout the United States and Canada. Our Exchange segment sales consist of the sale of multi-gallon purified bottled water offered through retailers in the United States and Canada. Our Exchange products are offered through point of purchase display racks and recycling centers that are prominently located at major retailers in space that is often underutilized. Our Dispensers segment sells water dispensers that are designed to dispense Primo and other dispenser-compatible bottled water. Our Dispensers sales are primarily generated through major 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 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 Refill consists primarily of costs associated with routine maintenance of reverse osmosis water filtration systems and filtered water displays as well as costs associated with obtaining meter readings to determine water usage , and collecting coins from our coin-operated machines. Cost of sales for Exchange consists primarily of costs for bottling, distribution and bottles. Cost of sales for Dispensers consists of contract manufacturing, freight and duties. Selling, general and administrative expenses for Refill, Exchange, and Dispensers consist primarily of personnel costs for operations support as well as other supporting costs for operating each segment. Expenses not e support, information systems and administration. Corporate expenses also include certain professional fees and expenses and compensation of our Board of Directors. Effective May 31, 2017 Matthew T. Sheehan, President and Chief Operating Officer, assumed the role of Chief Executive Officer. Following this change, we determined that we now have three The following table presents segment information for the following periods: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Segment net sales: Refill $ 51,287 $ 7,355 $ 131,814 $ 20,512 Exchange 20,435 18,821 55,301 52,323 Dispensers 10,485 9,328 30,647 29,350 $ 82,207 $ 35,504 $ 217,762 $ 102,185 Segment income (loss) from operations: Refill $ 15,413 $ 3,642 $ 35,619 $ 9,959 Exchange 6,039 5,659 16,572 15,787 Dispensers 970 733 2,657 2,216 Corporate (5,427 ) (3,874 ) (17,955 ) (11,843 ) Non-recurring and acquisition-related costs (158 ) (655 ) (7,583 ) (1,094 ) Depreciation and amortization (6,358 ) (2,397 ) (19,571 ) (7,225 ) Gain (loss) on disposal and impairment of property and equipment 72 (158 ) 90 (570 ) $ 10,551 $ 2,950 $ 9,829 $ 7,230 Depreciation and amortization expense: Refill $ 4,555 $ 1,060 $ 15,010 $ 3,194 Exchange 1,567 1,202 4,004 3,640 Dispensers 47 38 139 116 Corporate 189 97 418 275 $ 6,358 $ 2,397 $ 19,571 $ 7,225 Capital expenditures: Refill $ 10,822 $ 6,261 Exchange 3,341 2,684 Dispensers 57 – Corporate 1,334 385 $ 15,554 $ 9,330 September 30, 2017 December 31, 2016 Identifiable assets: Refill $ 346,605 $ 344,796 Exchange 26,249 19,669 Dispensers 12,238 11,202 Corporate 4,279 15,718 $ 389,371 $ 391,385 As of September 30, 2017 $92,999 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements and notes have been prepared in accordance with our accounting practices described in our audited consolidated financial statements as of and for the year ended December 31, 2016. not December 31, 2016 10 not 2016 10 |
New Accounting Pronouncements, Policy [Policy Text Block] | R ecent Accounting Pronouncements In Januar y 2017, 2017 04, Intangibles – Goodwill and Other (Topic 350 Simplifying the Test for Goodwill Impairment two zero December 15, 2019; not In February 2016, 2016 02, Leases (Topic 842 1 2 December 15, 2019, December 15, 2020. In September 2015, 2015 16, Simplifying the Accounting for Measurement-Period Adjustments (Topic 805 2015 16 December 15, 2015, 2015 16 January 1, 2017, 2 In May 2014, 2014 09, Revenue from Contracts with Customers Topic 606 five December 15, 2017, January 1, 2018. not November 2017. |
Note 2 - Glacier Acquisition (T
Note 2 - Glacier Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Aggregate consideration: Cash consideration $ 49,397 Common stock issued 36,767 Warrants issued 8,420 Extinguishment of debt 64,658 Noncontrolling interest retired 40,978 Purchase price $ 200,220 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Purchase Price Allocation Measurement Period Adjustment Recast Purchase Price Allocation Cash acquired $ 4,294 $ – $ 4,294 Property and equipment 65,605 889 66,494 Identifiable intangible assets 142,330 – 142,330 Investments and other assets 11,765 (450 ) 11,315 Goodwill 91,822 900 92,722 Deferred tax liability (13,607 ) 2,454 (11,153 ) Net liabilities assumed (101,989 ) (3,793 ) (105,782 ) Aggregate purchase price $ 200,220 $ – $ 200,220 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Net sales $ 82,207 $ 74,088 $ 217,762 $ 208,141 Pro forma net income (loss) $ 4,947 $ 2,825 $ (9,391 ) $ 2,104 Basic earnings (loss) per common share: Net earnings (loss) attributable to common shareholders $ 0.15 $ 0.09 $ (0.28 ) $ 0.07 Diluted earnings (loss) per common share: Net earnings (loss) attributable to common shareholders $ 0.14 $ 0.08 $ (0.28 ) $ 0.06 |
Note 3 - Debt and Capital Lea19
Note 3 - Debt and Capital Leases, Net of Debt Issuance Costs (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, December 31, 2017 2016 Term loans $ 184,605 $ 186,000 Debt issuance costs (3,206 ) (3,794 ) Total Credit Facilities 181,399 182,206 Junior Subordinated Debentures 88,816 89,529 Capital leases 3,726 712 273,941 272,447 Less current portion (3,555 ) (2,183 ) Long-term debt and capital leases, net of current portion and debt issuance costs $ 270,386 $ 270,264 |
Note 4 - Glacier Warrants (Tabl
Note 4 - Glacier Warrants (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | March 13, 2017 December 31, 2016 Expected life in years 4.75 4.95 Risk-free interest rate 2.08 % 1.92 % Expected volatility 33.0 % 33.0 % Dividend yield 0.0 % 0.0 % |
Note 5 - Stock-based Compensa21
Note 5 - Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Stock options $ 142 $ 147 $ 441 $ 476 Restricted stock 641 348 2,089 782 Value Creation Plan – – 1,482 254 Long-Term Performance Plan 124 – 526 – Employee Stock Purchase Plan 26 15 73 44 $ 933 $ 510 $ 4,611 $ 1,556 |
Note 8 - Fair Value Measureme22
Note 8 - Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | September 30, 2017 Fair Value Level 1 Level 2 Level 3 Assets: Investment in Glacier securities $ 3,838 $ – $ 3,838 $ – Total assets $ 3,838 $ – $ 3,838 $ – Liabilities: Contingent consideration $ 1,476 $ – $ – $ 1,476 Total liabilities $ 1,476 $ – $ – $ 1,476 December 31, 2016 Fair Value Level 1 Level 2 Level 3 Assets: Investment in money market funds (1) $ 675 $ 675 $ – $ – Investment in Glacier securities 3,779 – 3,779 – Total assets $ 4,454 $ 675 $ 3,779 $ – Liabilities: Warrant liability $ 8,180 $ – $ – $ 8,180 Contingent consideration 1,513 – – 1,513 Total liabilities $ 9,693 $ – $ – $ 9,693 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Warrant Liability Contingent Consideration Balance at December 31, 2016 $ 8,180 $ 1,513 Change in fair value 3,220 (37 ) Reclass Glacier warrant to equity (11,400 ) – Balance at September 30, 2017 $ – $ 1,476 |
Note 9 - Earnings Per Share (Ta
Note 9 - Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Basic: Income (loss) from continuing operations $ 4,947 $ 2,473 $ (9,391 ) $ 5,794 Loss from discontinued operations – (17 ) – (43 ) Net income (loss) $ 4,947 $ 2,456 $ (9,391 ) $ 5,751 Weighted average shares 33,525 28,900 33,086 28,066 Basic earnings (loss) per share from continuing operations $ 0.15 $ 0.09 $ (0.28 ) $ 0.21 Basic loss per share from discontinued operations – (0.01 ) – (0.01 ) Basic earnings (loss) per share $ 0.15 $ 0.08 $ (0.28 ) $ 0.20 Diluted: Income (loss) from continuing operations $ 4,947 $ 2,473 $ (9,391 ) $ 5,794 Loss from discontinued operations – (17 ) – (43 ) Net income (loss) $ 4,947 $ 2,456 $ (9,391 ) $ 5,751 Weighted average shares 33,525 28,900 33,086 28,066 Potential shares arising from stock options, restricted stock, warrants and contingently issuable shares under the VCP 1,128 1,310 – 1,777 Weighted average shares - diluted 34,653 30,210 33,086 29,843 Diluted earnings (loss) per share from continuing operations $ 0.14 $ 0.08 $ (0.28 ) $ 0.19 Diluted loss per share from discontinued operations – – – – Diluted earnings (loss) per share $ 0.14 $ 0.08 $ (0.28 ) $ 0.19 |
Note 10 - Segments (Tables)
Note 10 - Segments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Segment net sales: Refill $ 51,287 $ 7,355 $ 131,814 $ 20,512 Exchange 20,435 18,821 55,301 52,323 Dispensers 10,485 9,328 30,647 29,350 $ 82,207 $ 35,504 $ 217,762 $ 102,185 Segment income (loss) from operations: Refill $ 15,413 $ 3,642 $ 35,619 $ 9,959 Exchange 6,039 5,659 16,572 15,787 Dispensers 970 733 2,657 2,216 Corporate (5,427 ) (3,874 ) (17,955 ) (11,843 ) Non-recurring and acquisition-related costs (158 ) (655 ) (7,583 ) (1,094 ) Depreciation and amortization (6,358 ) (2,397 ) (19,571 ) (7,225 ) Gain (loss) on disposal and impairment of property and equipment 72 (158 ) 90 (570 ) $ 10,551 $ 2,950 $ 9,829 $ 7,230 Depreciation and amortization expense: Refill $ 4,555 $ 1,060 $ 15,010 $ 3,194 Exchange 1,567 1,202 4,004 3,640 Dispensers 47 38 139 116 Corporate 189 97 418 275 $ 6,358 $ 2,397 $ 19,571 $ 7,225 Capital expenditures: Refill $ 10,822 $ 6,261 Exchange 3,341 2,684 Dispensers 57 – Corporate 1,334 385 $ 15,554 $ 9,330 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | September 30, 2017 December 31, 2016 Identifiable assets: Refill $ 346,605 $ 344,796 Exchange 26,249 19,669 Dispensers 12,238 11,202 Corporate 4,279 15,718 $ 389,371 $ 391,385 |
Note 2 - Glacier Acquisition (D
Note 2 - Glacier Acquisition (Details Textual) - USD ($) $ in Thousands | Dec. 12, 2016 | Sep. 30, 2017 | Sep. 30, 2017 |
Business Combination, Acquisition Related Costs | $ 146 | $ 4,011 | |
Glacier Water Services, Inc. [Member] | |||
Business Combination, Consideration Transferred | $ 200,220 |
Note 2 - Glacier Acquisition -
Note 2 - Glacier Acquisition - Aggregate Consideration Transferred (Details) - Glacier Water Services, Inc. [Member] $ in Thousands | Dec. 12, 2016USD ($) |
Cash consideration | $ 49,397 |
Extinguishment of debt | 64,658 |
Noncontrolling interest retired | 40,978 |
Purchase price | 200,220 |
Common Stock [Member] | |
Common stock and warrants issued | 36,767 |
Warrants Issued [Member] | |
Common stock and warrants issued | $ 8,420 |
Note 2 - Glacier Acquisition 27
Note 2 - Glacier Acquisition - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Goodwill | $ 92,999 | $ 91,709 |
Glacier Water Services, Inc. [Member] | ||
Cash acquired | 4,294 | 4,294 |
Property and equipment | 66,494 | 65,605 |
Property and equipment, measurement period adjustment | 889 | |
Identifiable intangible assets | 142,330 | 142,330 |
Investments and other assets | 11,315 | 11,765 |
Investments and other assets, measurement period adjustment | (450) | |
Goodwill | 92,722 | 91,822 |
Goodwill, measurement period adjustment | 900 | |
Deferred tax liability | (11,153) | (13,607) |
Deferred tax liability, measurement period adjustment | 2,454 | |
Net liabilities assumed | (105,782) | (101,989) |
Net liabilities assumed, measurement period adjustment | (3,793) | |
Aggregate purchase price | 200,220 | $ 200,220 |
Aggregate purchase price, measurement period adjustment |
Note 2 - Glacier Acquisition 28
Note 2 - Glacier Acquisition - Pro Forma Consolidated Results of Operation (Details) - Glacier Water Services, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net sales | $ 82,207 | $ 74,088 | $ 217,762 | $ 208,141 |
Pro forma net income (loss) | $ 4,947 | $ 2,825 | $ (9,391) | $ 2,104 |
Net earnings (loss) attributable to common shareholders (in dollars per share) | $ 0.15 | $ 0.09 | $ (0.28) | $ 0.07 |
Net earnings (loss) attributable to common shareholders (in dollars per share) | $ 0.14 | $ 0.08 | $ (0.28) | $ 0.06 |
Note 3 - Debt and Capital Lea29
Note 3 - Debt and Capital Leases, Net of Debt Issuance Costs (Details Textual) $ in Thousands | Dec. 12, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2017 | Dec. 31, 2016USD ($) |
Payments of Debt Issuance Costs | $ 261 | $ 256 | |||
Total Leverage Ratio | 3.54 | ||||
Long-term Debt | $ 273,941 | $ 272,447 | |||
Subordinated Debt [Member] | |||||
Long-term Debt | $ 88,816 | $ 89,529 | |||
Glacier Water Trust I [Member] | Subordinated Debt [Member] | |||||
Long-term Debt | $ 89,529 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 9.0625% | ||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||
Goldman [Member] | |||||
Debt Instrument, Covenant, Minimum Fixed Charge Coverage Ratio | 1.2 | ||||
Debt Instrument, Covenant, Maximum Leverage Ratio | 4.25 | ||||
Debt Instrument, Covenant, Minimum Consolidated Liquidity | $ 3,500 | ||||
Goldman [Member] | Scenario, Forecast [Member] | |||||
Debt Instrument, Covenant, Maximum Leverage Ratio | 4 | ||||
Goldman [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | ||||
Payments of Debt Issuance Costs | $ 4,303 | ||||
Long-term Line of Credit | 0 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 10,000 | ||||
Goldman [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||
Goldman [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 5.50% | ||||
Goldman [Member] | Revolving Credit Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 4.50% | ||||
Goldman [Member] | Commitment Letter [Member] | Merger Agreement [Member] | |||||
Debt Instrument, Fee Amount | $ 186,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||
Debt Instrument, Annual Principal Payment | $ 1,860 | ||||
Goldman [Member] | Commitment Letter [Member] | Merger Agreement [Member] | Maximum [Member] | |||||
Equity Method Investment, Ownership Percentage | 65.00% | ||||
Goldman [Member] | Commitment Letter [Member] | Merger Agreement [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000 |
Note 3 - Debt and Capital Lea30
Note 3 - Debt and Capital Leases, Net of Debt Issuance Costs - Summary of Debt and Capital Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Long-term debt and capital leases, net of debt issuance costs | $ 273,941 | $ 272,447 |
Less current portion | (3,555) | (2,183) |
Long-term debt and capital leases, net of current portion and debt issuance costs | 270,386 | 270,264 |
Term Notes [Member] | ||
Long-term debt, gross | 184,605 | 186,000 |
Revolving Credit Facility and Term Notes [Member] | ||
Debt issuance costs | (3,206) | (3,794) |
Long-term debt and capital leases, net of debt issuance costs | 181,399 | 182,206 |
Subordinated Debt [Member] | ||
Long-term debt and capital leases, net of debt issuance costs | 88,816 | 89,529 |
Capital Lease Obligations [Member] | ||
Long-term debt and capital leases, net of debt issuance costs | $ 3,726 | $ 712 |
Note 4 - Glacier Warrants (Deta
Note 4 - Glacier Warrants (Details Textual) - USD ($) $ / shares in Units, shares in Millions | Dec. 12, 2016 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Derivative Liability | $ 8,180,000 | ||||||
Fair Value Adjustment of Warrants | $ 3,220,000 | 3,220,000 | |||||
Glacier Water Services, Inc. [Member] | Warrant [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.88 | ||||||
Derivative Liability | $ 8,420,000 | $ 0 | $ 0 | $ 8,180,000 | |||
Glacier Water Services, Inc. [Member] | Warrants Issued [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2 | ||||||
Class of Warrant Right, Vesting Rights, Percentage, Tranche One | 33.00% | ||||||
Class of Warrant Right, Vesting Rights, Percentage, Tranche Two | 33.00% | ||||||
Class of Warrant Right, Vesting Rights, Percentage, Tranche Three | 34.00% |
Note 4 - Glacier Warrants - Val
Note 4 - Glacier Warrants - Valuation Assumptions (Details) - Warrant [Member] | 2 Months Ended | 12 Months Ended |
Mar. 13, 2017 | Dec. 31, 2016 | |
Expected life (Year) | 4 years 273 days | 4 years 346 days |
Risk-free interest rate | 2.08% | 1.92% |
Expected volatility | 33.00% | 33.00% |
Dividend yield | 0.00% | 0.00% |
Note 5 - Stock-based Compensa33
Note 5 - Stock-based Compensation (Details Textual) - Value Creation Plan [Member] - USD ($) shares in Thousands, $ in Millions | Mar. 20, 2017 | Dec. 31, 2016 |
Target EBITDA One | $ 15 | |
Target EBITDA Two | 24 | |
Target EBITDA Three | $ 28 | |
Share-based Compensation, Percentage of Market Capital Appreciation of Stock, Second Issuance | 17.50% | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,370 |
Note 5 - Stock-based Compensa34
Note 5 - Stock-based Compensation - Non-cash Stock-based Compensation Expense by Award Type (Details) - Selling, General and Administrative Expenses [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Non-cash stock-based compensation expense | $ 933 | $ 510 | $ 4,611 | $ 1,556 |
Value Creation Plan [Member] | ||||
Non-cash stock-based compensation expense | 1,482 | 254 | ||
Long-term Performance Plan [Member] | ||||
Non-cash stock-based compensation expense | 124 | 526 | ||
Employee Stock Purchase Plan [Member] | ||||
Non-cash stock-based compensation expense | 26 | 15 | 73 | 44 |
Employee Stock Option [Member] | ||||
Non-cash stock-based compensation expense | 142 | 147 | 441 | 476 |
Restricted Stock [Member] | ||||
Non-cash stock-based compensation expense | $ 641 | $ 348 | $ 2,089 | $ 782 |
Note 6 - Commitments and Cont35
Note 6 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | Jul. 24, 2017 | Apr. 05, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Aug. 05, 2014 |
Interest Expense | $ 5,153 | $ 477 | $ 15,177 | $ 1,436 | ||||||
Texas Regional Operator Litigation/Arbitration [Member] | ||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 3,783 | |||||||||
Interest Expense | 21 | 82 | ||||||||
Prism Arbitration [Member] | ||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 825 | |||||||||
Loss Contingency, Damages Claimed, Value | $ 1,000 | |||||||||
Non-recurring and Acquisition-related Costs [Member] | Texas Regional Operator Litigation/Arbitration [Member] | ||||||||||
Litigation Settlement, Expense | 3,701 | |||||||||
Non-recurring and Acquisition-related Costs [Member] | Prism Arbitration [Member] | ||||||||||
Litigation Settlement, Expense | $ 825 | |||||||||
Omnifrio Single-serve Beverage Business [Member] | ||||||||||
Settlement and Release Agreement, Cash Amount | $ 710 | |||||||||
Omnifrio Single-serve Beverage Business [Member] | Non-recurring and Acquisition-related Costs [Member] | ||||||||||
Other Income | 1,191 | |||||||||
Accrued Expenses and Other Current Liabilities [Member] | Prism Arbitration [Member] | ||||||||||
Estimated Litigation Liability, Current | $ 825 | $ 825 | $ 825 | |||||||
Omnifrio Single-serve Beverage Business [Member] | Accrued Expenses and Other Current Liabilities [Member] | ||||||||||
Deferred Purchase Price Payments | $ 1,901 |
Note 7 - Income Taxes (Details
Note 7 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Expense (Benefit) | $ 451,000 | $ 0 | $ 823,000 | $ 0 |
Note 8 - Fair Value Measureme37
Note 8 - Fair Value Measurements - Assets Measured on a Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Investment in Glacier securities | $ 3,838 | $ 3,779 | |
Total assets | 3,838 | 4,454 | |
Contingent consideration | 1,476 | 1,513 | |
Total liabilities | 1,476 | 9,693 | |
Investment in money market funds (1) | [1] | 675 | |
Warrant liability | 8,180 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Investment in Glacier securities | |||
Total assets | 675 | ||
Contingent consideration | |||
Total liabilities | |||
Investment in money market funds (1) | [1] | 675 | |
Warrant liability | |||
Fair Value, Inputs, Level 2 [Member] | |||
Investment in Glacier securities | 3,838 | 3,779 | |
Total assets | 3,838 | 3,779 | |
Contingent consideration | |||
Total liabilities | |||
Investment in money market funds (1) | [1] | ||
Warrant liability | |||
Fair Value, Inputs, Level 3 [Member] | |||
Investment in Glacier securities | |||
Total assets | |||
Contingent consideration | 1,476 | 1,513 | |
Total liabilities | $ 1,476 | 9,693 | |
Investment in money market funds (1) | [1] | ||
Warrant liability | $ 8,180 | ||
[1] | Included in cash and cash equivalents in accompanying condensed consolidated balance sheets. |
Note 8 - Fair Value Measureme38
Note 8 - Fair Value Measurements - Level 3 Fair Value Measurements (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Warrant Liability [Member] | |
Balance | $ 8,180 |
Change in fair value | 3,220 |
Reclass Glacier warrant to equity | (11,400) |
Balance | |
Contingent Consideration [Member] | |
Balance | 1,513 |
Change in fair value | (37) |
Reclass Glacier warrant to equity | |
Balance | $ 1,476 |
Note 9 - Earnings Per Share (De
Note 9 - Earnings Per Share (Details Textual) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 502 | 435 | 4,554 | 740 |
Note 9 - Earnings Per Share - B
Note 9 - Earnings Per Share - Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Basic (loss) earnings per common share: | ||||
Income (loss) from continuing operations | $ 4,947 | $ 2,473 | $ (9,391) | $ 5,794 |
Loss from discontinued operations | (17) | (43) | ||
Net income (loss) | $ 4,947 | $ 2,456 | $ (9,391) | $ 5,751 |
Weighted average shares (in shares) | 33,525 | 28,900 | 33,086 | 28,066 |
Basic earnings (loss) per share from continuing operations (in dollars per share) | $ 0.15 | $ 0.09 | $ (0.28) | $ 0.21 |
Basic loss per share from discontinued operations (in dollars per share) | (0.01) | (0.01) | ||
Basic earnings (loss) per share (in dollars per share) | $ 0.15 | $ 0.08 | $ (0.28) | $ 0.20 |
Diluted (loss) earnings per common share: | ||||
Income (loss) from continuing operations | $ 4,947 | $ 2,473 | $ (9,391) | $ 5,794 |
Loss from discontinued operations | (17) | (43) | ||
Net income (loss) | $ 4,947 | $ 2,456 | $ (9,391) | $ 5,751 |
Weighted average shares (in shares) | 33,525 | 28,900 | 33,086 | 28,066 |
Potential shares arising from stock options, restricted stock, warrants and contingently issuable sharesunder the VCP (in shares) | 1,128 | 1,310 | 1,777 | |
Weighted average shares - diluted (in shares) | 34,653 | 30,210 | 33,086 | 29,843 |
Diluted earnings (loss) per share from continuing operations (in dollars per share) | $ 0.14 | $ 0.08 | $ (0.28) | $ 0.19 |
Diluted loss per share from discontinued operations (in dollars per share) | ||||
Diluted earnings (loss) per share (in dollars per share) | $ 0.14 | $ 0.08 | $ (0.28) | $ 0.19 |
Note 10 - Segments (Details Tex
Note 10 - Segments (Details Textual) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | |
Number of Operating Segments | 3 | |
Number of Reportable Segments | 3 | |
Goodwill | $ 92,999 | $ 91,709 |
Refill [Member] | ||
Goodwill | $ 92,999 |
Note 10 - Segments - Segment In
Note 10 - Segments - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment net sales: | ||||
Segment net sales | $ 82,207 | $ 35,504 | $ 217,762 | $ 102,185 |
Segment income (loss) from operations: | ||||
Segment income (loss) from operations | 10,551 | 2,950 | 9,829 | 7,230 |
Non-recurring and acquisition-related costs | (158) | (655) | (7,583) | (1,094) |
Depreciation and amortization | (6,358) | (2,397) | (19,571) | (7,225) |
Gain (loss) on disposal and impairment of property and equipment | 72 | (158) | 90 | (570) |
Depreciation and amortization expense: | ||||
Depreciation and amortization | 6,358 | 2,397 | 19,571 | 7,225 |
Capital expenditures: | ||||
Capital expenditures | 15,554 | 9,330 | ||
Dispensers [Member] | ||||
Capital expenditures: | ||||
Capital expenditures | 57 | |||
Operating Segments [Member] | ||||
Segment income (loss) from operations: | ||||
Non-recurring and acquisition-related costs | (158) | (655) | (7,583) | (1,094) |
Operating Segments [Member] | Refill [Member] | ||||
Segment net sales: | ||||
Segment net sales | 51,287 | 7,355 | 131,814 | 20,512 |
Segment income (loss) from operations: | ||||
Segment income (loss) from operations | 15,413 | 3,642 | 35,619 | 9,959 |
Depreciation and amortization | (4,555) | (1,060) | (15,010) | (3,194) |
Depreciation and amortization expense: | ||||
Depreciation and amortization | 4,555 | 1,060 | 15,010 | 3,194 |
Capital expenditures: | ||||
Capital expenditures | 10,822 | 6,261 | ||
Operating Segments [Member] | Exchange [Member] | ||||
Segment net sales: | ||||
Segment net sales | 20,435 | 18,821 | 55,301 | 52,323 |
Segment income (loss) from operations: | ||||
Segment income (loss) from operations | 6,039 | 5,659 | 16,572 | 15,787 |
Depreciation and amortization | (1,567) | (1,202) | (4,004) | (3,640) |
Depreciation and amortization expense: | ||||
Depreciation and amortization | 1,567 | 1,202 | 4,004 | 3,640 |
Capital expenditures: | ||||
Capital expenditures | 3,341 | 2,684 | ||
Operating Segments [Member] | Dispensers [Member] | ||||
Segment net sales: | ||||
Segment net sales | 10,485 | 9,328 | 30,647 | 29,350 |
Segment income (loss) from operations: | ||||
Segment income (loss) from operations | 970 | 733 | 2,657 | 2,216 |
Depreciation and amortization | (47) | (38) | (139) | (116) |
Depreciation and amortization expense: | ||||
Depreciation and amortization | 47 | 38 | 139 | 116 |
Corporate, Non-Segment [Member] | ||||
Segment income (loss) from operations: | ||||
Segment income (loss) from operations | (5,427) | (3,874) | (17,955) | (11,843) |
Depreciation and amortization | (189) | (97) | (418) | (275) |
Depreciation and amortization expense: | ||||
Depreciation and amortization | 189 | 97 | 418 | 275 |
Capital expenditures: | ||||
Capital expenditures | $ 1,334 | $ 385 |
Note 10 - Segments - Identifiab
Note 10 - Segments - Identifiable Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Identifiable assets | $ 389,371 | $ 391,385 |
Operating Segments [Member] | Refill [Member] | ||
Identifiable assets | 346,605 | 344,796 |
Operating Segments [Member] | Exchange [Member] | ||
Identifiable assets | 26,249 | 19,669 |
Operating Segments [Member] | Dispensers [Member] | ||
Identifiable assets | 12,238 | 11,202 |
Corporate, Non-Segment [Member] | ||
Identifiable assets | $ 4,279 | $ 15,718 |