Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 8-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Swisher Hygiene Inc. | ' |
Entity Central Index Key | '0001504747 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 175,877,282 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $17,533 | $21,465 |
Restricted cash | 3,630 | 3,558 |
Accounts receivable (net of allowance for doubtful accounts of approximately $1.6 million at March 31, 2014 and $2.0 million at December 31, 2013) | 19,516 | 21,010 |
Inventory | 14,155 | 14,032 |
Deferred income taxes | 101 | 935 |
Assets held for sale | 1,641 | 4,520 |
Other assets | 4,951 | 5,782 |
Total current assets | 61,527 | 71,302 |
Restricted cash | 2,045 | 2,117 |
Property and equipment, net | 42,305 | 43,842 |
Goodwill | 5,821 | 5,821 |
Other intangibles, net | 8,022 | 8,436 |
Customer relationships and contracts, net | 27,091 | 28,575 |
Other noncurrent assets | 1,484 | 1,624 |
Total assets | 148,295 | 161,717 |
Current liabilities | ' | ' |
Accounts payable | 12,645 | 8,794 |
Accrued expense | 12,002 | 11,951 |
Long-term debt and obligations due within one year | 4,311 | 5,251 |
Liabilities of discontinued operations | 144 | 2,131 |
Total current liabilities | 29,102 | 28,127 |
Long-term debt and obligations | 1,761 | 2,003 |
Deferred income taxes | 224 | 1,053 |
Other long-term liabilities | 3,334 | 3,348 |
Total noncurrent liabilities | 5,319 | 6,404 |
Commitments and contingencies | ' | ' |
Equity | ' | ' |
Preferred stock, par value $0.001, authorized 10,000,000 shares; no shares issued and outstanding at March 31, 2014 and December 31, 2013 | ' | ' |
Common stock, par value $0.001, authorized 600,000,000 shares; 175,789,166 and 175,773,229 shares issued and outstanding at March 31, 2014 and December 31, 2013 | 176 | 176 |
Additional paid-in capital | 388,589 | 388,094 |
Accumulated deficit | -274,347 | -260,555 |
Accumulated other comprehensive loss | -544 | -529 |
Total equity | 113,874 | 127,186 |
Total liabilities and equity | $148,295 | $161,717 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Current assets | ' | ' |
Net of allowance for doubtful accounts, accounts receivable | $1,600 | $2,000 |
Swisher Hygiene Inc. stockholders' equity | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 175,789,166 | 175,773,229 |
Common stock, shares outstanding | 175,789,166 | 175,773,229 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenue | ' | ' |
Products | $43,241 | $46,037 |
Services | 4,694 | 5,744 |
Franchise and other | 360 | 241 |
Total revenue | 48,295 | 52,022 |
Costs and expenses | ' | ' |
Cost of sales (exclusive of route expenses and related depreciation and amortization) | 21,812 | 22,565 |
Route expenses | 11,761 | 12,613 |
Selling, general, and administrative | 20,373 | 27,937 |
Depreciation and amortization | 5,359 | 5,649 |
Impairment loss on assets held for sale | 2,028 | ' |
Total costs and expenses | 61,333 | 68,764 |
Loss from operations | -13,038 | -16,742 |
Other expense, net | -717 | -71 |
Net loss from operations before income taxes | -13,755 | -16,813 |
Income tax expense | -37 | -427 |
Net loss | -13,792 | -17,240 |
Comprehensive loss | ' | ' |
Foreign currency translation adjustment | -15 | 1 |
Comprehensive loss | ($13,807) | ($17,239) |
Loss per share | ' | ' |
Basic and diluted | ($0.08) | ($0.10) |
Weighted-average common shares used in the computation of loss per share | ' | ' |
Basic and diluted | 176,884,713 | 175,157,404 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities | ' | ' |
Net loss | ($13,792) | ($17,240) |
Adjustments to reconcile net loss to cash used in operating activities: | ' | ' |
Depreciation and amortization | 5,359 | 5,649 |
Provision for doubtful accounts | 241 | 117 |
Stock based compensation | 496 | 754 |
Deferred income taxes | 5 | 427 |
Impairment loss on assets held for sale | 2,028 | ' |
Loss on the sale of assets held for sale | 605 | ' |
Other | 24 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 1,253 | 1,287 |
Inventory | -123 | -518 |
Accounts payable, accrued expenses, and other current liabilities | 3,588 | 5,389 |
Other assets and noncurrent assets | 1,040 | 633 |
Net cash provided by (used in) operating activities of continuing operations | 724 | -3,502 |
Net cash used in operating activities of discontinued operations | -1,987 | -796 |
Cash used in operating activities | -1,263 | -4,298 |
Investing activities | ' | ' |
Purchases of property and equipment | -1,949 | -3,907 |
Cash received from the sale of assets held for sale | 462 | ' |
Restricted cash | ' | -100 |
Cash used in investing activities | -1,487 | -4,007 |
Financing activities | ' | ' |
Principal payments on debt | -1,182 | -2,529 |
Cash used in financing activities | -1,182 | -2,529 |
Net decrease in cash and cash equivalents | -3,932 | -10,834 |
Cash and cash equivalents at the beginning of the period | 21,465 | 61,419 |
Cash and cash equivalents at the end of the period | $17,533 | $50,585 |
1_Basis_of_Presentation
1. Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
BASIS OF PRESENTATION | ' |
NOTE 1 — BASIS OF PRESENTATION | |
The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) and therefore do not contain all of the information and footnotes required by GAAP and the SEC for annual financial statements. The Company's Condensed Consolidated Financial Statements reflect all adjustments that management believes are necessary for the fair presentation of their financial position, results of operations, comprehensive loss and cash flows for the periods presented. The information at December 31, 2013 in the Company's Condensed Consolidated Balance Sheet included in this quarterly report was derived from the audited Consolidated Balance Sheet included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 17, 2014. The Company's 2013 Annual Report on Form 10-K is referred to in this quarterly report as the “2013 Annual Report.” This quarterly report should be read in conjunction with the 2013 Annual Report. | |
Intercompany balances and transactions have been eliminated in consolidation. Tabular information, other than share and per share data, is presented in thousands of dollars. Certain reclassifications, including those described further in Note 3, “Prior Period Reclassification,” have been made to prior year amounts for consistency with the current period presentation. | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. | |
The Company's significant accounting policies are discussed in Note 1 of the Notes to Consolidated Financial Statements in our 2013 Annual Report. There have been no significant changes to those policies. | |
Newly Issued Accounting Pronouncements | |
In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." This ASU changes the criteria for reporting discontinued operations and requires additional disclosures, both for discontinued operations and for individually material disposals that do not meet the definition of a discontinued operation. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2014. We are currently evaluating the impact of this ASU but do not expect it will have a material impact on our consolidated financial statements. |
2_Discontinued_Operations_and_
2. Discontinued Operations and Assets Held for Sale | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE | ' | ||||||||
NOTE 2 —DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE | |||||||||
Discontinued Operations – Waste Segment | |||||||||
The Company completed the sale of its Waste segment on November 15, 2012. For the three month period ended March 31, 2014, net cash used in operating activities of discontinued operations was $2.0 million and consisted of a $1.9 million payment for legal fees and the settlement of a contractual dispute that the Company accepted responsibility to resolve as a part of the sale of the Waste segment. Refer to the “Other Litigation” section of Note 13, “Commitments and Contingencies” for further information on the settlement. For the three month period ended March 31, 2013, net cash used in operating activities of discontinued operations was $0.8 million and consisted of payments primarily related to severance and professional fees associated with the sale of the Waste segment. | |||||||||
Assets Held For Sale | |||||||||
During 2013, the Company commenced an active program to sell certain linen and dust operations that were determined to be under-performing, non-core businesses or routes. Additionally, a chemical manufacturing plant was closed in connection with the Company’s plant consolidation effort. In accordance with ASC 360, Property, Plant and Equipment, these assets have been classified as assets held for sale in the Condensed Consolidated Balance Sheets and the assets were adjusted to the lower of historical carrying amount or fair value. Fair value is based on the estimated sales price, less selling costs, of the assets. Estimates of the net sales proceeds are derived using Level 3 inputs including the Company’s estimates related to industry multiples of revenues or operating metrics, the status of ongoing sales negotiations and asset purchase agreements where available. The Company’s estimates of fair value require significant judgment and are regularly reviewed and subject to change based on market conditions, changes in the customer base of the operations or routes, and continuing evaluation as to the facility's acceptable sales price. | |||||||||
During the first quarter of 2014, the Company updated its estimates of the fair value of certain routes and operations to reflect events that occurred during the period, resulting in an impairment loss of $2.0 million. Of this loss, $1.7 million was attributable to a reduction in the estimate of net sales proceeds for a linen processing operation. The factors driving this reduction were the cancellation notifications, received during April and May 2014, from three major customers resulting in a significant loss of forecasted revenue; and the operation’s first quarter loss which was in excess of the Company’s estimates. In response to these events, the Company elected to conduct a process to sell the business for the best, possible price currently available. The resulting revisions to estimates of fair value for this operation were based on several inputs including discussions with potential bidders and fair value estimates of the machinery and equipment that were obtained with the assistance of an external valuation consultant. | |||||||||
The Company completed several sales transactions during the quarter which resulted in the receipt of $0.8 million in proceeds comprised of $0.5 million in cash and the remainder in receivables. A loss on these sales of $0.1 million was incurred and in addition the Company wrote off $0.5 million of a receivable balance for sales proceeds that were contingent on post-close revenues of previously sold routes that were lower than estimated. The total loss of $0.6 million is included in “Other expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss. | |||||||||
None of the disposal groups that could be classified as discontinued operations were material, individually or in the aggregate, to the Company’s consolidated financial statements and therefore these results were not separately classified in discontinued operations. The remaining portfolio of assets held for sale did not meet the criteria for discontinued operations as they did not represent operations and cash flows that are clearly distinguished, operationally and for financial reporting purposes, consistent with the Company’s strategy of integrating these acquired assets into its existing business operations. Additionally, the Company anticipates maintaining continuing revenues with respect to the majority of the sold routes and or customers through the sale of chemical, paper and its other core hygiene and sanitizing products and services. The Company estimates that the 2013 linen related revenue attributable to the linen assets held for sale and the sold linen assets was $14.1 million, of which $3.6 million related to the three months ended March 31, 2013. | |||||||||
The Company expects that the majority of the sales transactions, related to the remainder of the assets held for sale, will be completed within the next three months. The major classes of the assets held for sale are as follows: | |||||||||
31-Mar | December 31, | ||||||||
2014 | 2013 | ||||||||
Property and equipment, net | $ | 925 | $ | 2,410 | |||||
Goodwill | 479 | 1,272 | |||||||
Other intangibles, net | 231 | 833 | |||||||
Other, net | 6 | 5 | |||||||
Total | $ | 1,641 | $ | 4,520 | |||||
3_Prior_Period_Reclassificatio
3. Prior Period Reclassification | 3 Months Ended |
Mar. 31, 2014 | |
Prior Period Reclassification | ' |
PRIOR PERIOD RECLASSIFICATION | ' |
NOTE 3 — PRIOR PERIOD RECLASSIFICATION | |
In the first quarter of 2014, the Company implemented a realignment of its field service and sales organization and as a result the primary function of certain job titles has shifted from primarily sales focused to service focused. The service activities required include more frequent field visits to perform preventative maintenance, repairs, evaluation of product and service solutions and required inventory levels. Payroll expense related to these job titles was historically classified within “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations and Comprehensive Loss based on the primary job focuses of sales and administration. Based on the change in the job functions, the related payroll expense will be classified within route expense which the Company defines as the employee costs incurred to provide service and deliver products to customers. To facilitate comparability between the periods presented in the Condensed Consolidated Statements of Operations and Comprehensive Loss, certain selling, general and administrative expenses have been reclassified to route expense to conform to the current year’s presentation as follows: $2.0 million increase in route expense from $10.6 million to $12.6 million and a $2.0 million decrease in selling, general and administrative expense from $30.0 million to $28.0 million. There was no impact to loss from continuing operations, net loss, or loss per share as a result of the 2013 reclassifications. | |
4_Goodwill_And_Other_Intangibl
4. Goodwill And Other Intangible Assets | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ' | ||||
NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS | |||||
Changes in goodwill for the three months ended March 31, 2014 are as follows: | |||||
Goodwill: | |||||
2014 | |||||
Gross balance - December 31, 2013 | $ | 99,885 | |||
Additions/dispositions | - | ||||
Gross balance - March 31, 2014 | $ | 99,885 | |||
Accumulated impairment loss - December 31, 2013 | $ | (94,064 | ) | ||
Loss on impairment | - | ||||
Accumulated impairment loss - March 31, 2014 | $ | (94,064 | ) | ||
Net balance – March 31, 2014 | $ | 5,821 | |||
The Company’s accounting policy is to perform an annual goodwill impairment test in the fourth quarter or more frequently whenever events or circumstances indicate that goodwill or the carrying value of intangible assets may not be recoverable. On a quarterly basis, we monitor the key drivers of fair value to detect the existence of indicators or changes that would warrant an interim impairment test for our goodwill and intangible assets. Based on our assessment of these variables, as well as other indicators, we concluded there was no need to perform an impairment test for the three months ended March 31, 2014. The estimates used for our future cash flows and discount rates represent management’s best estimates, which we believe to be reasonable, but future declines in business performance may impair the recoverability of our goodwill and intangible assets balances. | |||||
Amortization expense on finite lived intangible assets for the three months ended March 31, 2014 and 2013 was $2.0 million and $2.1 million, respectively. |
5_Inventory
5. Inventory | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory, Net [Abstract] | ' | ||||||||
INVENTORY | ' | ||||||||
NOTE 5 — INVENTORY | |||||||||
Inventory, net of reserves, as of March 31, 2014 and December 31, 2013 consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Finished goods | $ | 11,417 | $ | 11,587 | |||||
Raw materials | 2,324 | 2,042 | |||||||
Work in process | 414 | 403 | |||||||
Total | $ | 14,155 | $ | 14,032 | |||||
6_Equity
6. Equity | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
EQUITY | ' | ||||||||||||
NOTE 6 — EQUITY | |||||||||||||
Changes in equity for the three months ended March 31, 2014 consisted of the following: | |||||||||||||
Balance at December 31, 2013 | $ | 127,186 | |||||||||||
Stock based compensation | 496 | ||||||||||||
Foreign currency translation adjustment | (15 | ) | |||||||||||
Shares withheld related to income taxes on RSUs | (1 | ) | |||||||||||
Net loss | (13,792 | ) | |||||||||||
Balance at March 31, 2014 | $ | 113,874 | |||||||||||
Comprehensive Loss | |||||||||||||
A summary of the changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2014 is provided below: | |||||||||||||
Foreign | Employee | Accumulated | |||||||||||
Currency Translation Adjustment | Benefit Plan | Other Comprehensive Loss | |||||||||||
Balance at December 31, 2013 | $ | (94 | ) | $ | (435 | ) | $ | (529 | ) | ||||
Current period other comprehensive loss | (15 | ) | - | (15 | ) | ||||||||
Balance at March 31, 2014 | $ | (109 | ) | $ | (435 | ) | $ | (544 | ) | ||||
7_Long_Term_Debt_and_Obligatio
7. Long Term Debt and Obligations | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Long-term Debt, Unclassified [Abstract] | ' | ||||||||
LONG TERM DEBT AND OBLIGATIONS | ' | ||||||||
NOTE 7 — LONG-TERM DEBT AND OBLIGATIONS | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Notes payable | $ | 1,600 | $ | 1,721 | |||||
Convertible promissory notes, 4.0%: maturing at various dates through 2016 | 2,525 | 2,679 | |||||||
Capitalized lease obligations and other financing | 1,947 | 2,854 | |||||||
Total debt and obligations | 6,072 | 7,254 | |||||||
Long-term debt and obligations due within one year | (4,311 | ) | (5,251 | ) | |||||
Long-term debt and obligations | $ | 1,761 | $ | 2,003 | |||||
Interest on notes payable range between 2.5% and 3.7% and mature at various dates through 2019. At the Company’s election the Company may settle, at any time prior to and including the maturity date, any portion of the outstanding convertible promissory notes’ principal balance of $2.5 million, plus accrued interest, in a combination of cash and shares of common stock. The maximum amount of shares that can be used to settle these notes is 1,825,798. To the extent that the Company’s common stock is part of such settlement, the settlement price is the most recent closing price of the Company’s common stock on the trading day prior to the date of settlement. Although none of these notes have been settled to date with shares, if all notes outstanding at March 31, 2014 were to be settled with shares, the Company would issue 1,825,798 shares of common stock. | |||||||||
The Company has entered into capitalized lease obligations with third party finance companies to finance the cost of certain equipment. At March 31, 2014 and December 31, 2013, these obligations bore interest at rates ranging between 3% and 18.4%. | |||||||||
The fair value of the Company's debt is estimated based on the current borrowing rates available to the Company for loans with similar terms and maturities, and approximates the carrying value of these liabilities. |
8_Other_Expense_Net
8. Other Expense, Net | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Other Income and Expenses [Abstract] | ' | ||||||||
OTHER EXPENSE | ' | ||||||||
NOTE 8 — OTHER EXPENSE, NET | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Interest income | $ | 4 | $ | 15 | |||||
Interest expense | (78 | ) | (102 | ) | |||||
Foreign currency | (15 | ) | (1 | ) | |||||
Other | (628 | ) | 17 | ||||||
Total other expense, net | $ | (717 | ) | $ | (71 | ) | |||
“Other” for the three months ended March 31, 2014 primarily represents a $0.6 million loss related to the sale of assets held for sale as described in Note 2, “Discontinued Operations and Assets Held for Sale.” |
9_Supplemental_Cash_Flow_Infor
9. Supplemental Cash Flow Information | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||
Supplemental Cash Flow Information | ' | ||||||||
NOTE 9 — SUPPLEMENTAL CASH FLOW INFORMATION | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Cash paid for taxes | $ | 20 | $ | 627 | |||||
Cash paid for interest | $ | 78 | $ | 101 | |||||
Cash received from interest | $ | 5 | $ | 15 | |||||
10_Loss_Per_Share
10. Loss Per Share | 3 Months Ended | |
Mar. 31, 2014 | ||
Earnings Per Share [Abstract] | ' | |
LOSS PER SHARE | ' | |
NOTE 10 — LOSS PER SHARE | ||
Basic net loss attributable to common stockholders per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. The following were not included in the computation of diluted loss per share for the three months ended March 31, 2014, as their inclusion would be anti-dilutive: | ||
● | 325,247 unvested restricted stock units. | |
The following were not included in the computation of diluted loss per share for the three months ended March 31, 2013 as their inclusion would be anti-dilutive. | ||
● | 656,351 shares of common stock underlying outstanding stock options of which the market price of the common stock is higher than the exercise price of the related stock awards and unvested restricted stock units. | |
11_Income_Taxes
11. Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
NOTE 11 — INCOME TAXES | |
In projecting the Company’s income tax expense for 2014, management has concluded that it is not more likely than not that the Company will realize the benefit of its deferred tax assets and as a result a full valuation allowance will be required as of December 31, 2014. Therefore, the Company has not recognized a tax benefit as it relates to the current loss for the period ended March 31, 2014. | |
For the three months ended March 31, 2014, the Company has recorded an estimate for income taxes based on the Company’s projected income tax expense for the twelve month period ending December 31, 2014. The Company’s tax provision has an unusual relationship to pretax loss mainly because of the existence of a full deferred tax asset valuation allowance. This circumstance generally results in a zero net tax provision since the income tax expense or benefit that would otherwise be recognized is offset by the change to the valuation allowance. However, tax expense recorded in the first quarter of 2014 included the accrual of income tax expense related to an additional valuation allowance in connection with the tax amortization of the Company’s indefinite-lived intangible assets, that was not available to offset existing deferred tax assets (termed a “naked credit”). Specifically, the Company does not consider the deferred tax liabilities related to indefinite lived intangibles assets when determining the need for a valuation allowance. |
12_Related_Party_Transactions
12. Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 12 — RELATED PARTY TRANSACTIONS | |
The Company paid fees for training course development and utilization of the delivery platform from a company, the majority of which is owned by a partnership in which a director and two former executives of the Company have a controlling interest. Fees paid during the three months ended March 31, 2014 and 2013 were less than $0.1 million, respectively. | |
As discussed further below in Note 13, “Commitments and Contingencies,” the Company entered into a Manufacturing and Supply Agreement (the “Cavalier Agreement”) with a plant in connection with its acquisition of Sanolite in July of 2011. Also in connection with the acquisition, two of the owners of both Sanolite and the manufacturing plant became Company employees. Purchases, pursuant to the Cavalier Agreement, for the three months ended March 31, 2014 and 2013 were $1.5 million and $1.7 million, respectively. At March 31, 2014 and December 31, 2013, the Company has $0.5 million and $0.6 million included in accounts payable due to this entity, respectively. As described below, the transactions pursuant to the Cavalier Agreement are considered to be conducted at the going market prices for such products. | |
The Company is obligated to make lease payments pursuant to certain real property and equipment lease agreements with employees that were former owners of acquired companies. Such lease payments during the three months ended March 31, 2014 and 2013 were $0.2 million and $0.3 million, respectively. |
13_Commitments_And_Contingenci
13. Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 13 — COMMITMENTS AND CONTINGENCIES | |
Guarantees | |
In connection with a distribution agreement entered into in December 2010, the Company provided a guarantee that the distributor's operating cash flows associated with the agreement would not fall below certain agreed-to minimums, subject to certain pre-defined conditions, over the ten year term of the distribution agreement. If the distributor's annual operating cash flow does fall below the agreed-to annual minimums, the Company will reimburse the distributor for any such short fall up to a pre-designated amount. No value was assigned to the fair value of the guarantee at March 31, 2014 and December 31, 2013 based on a probability assessment of the projected cash flows. Management currently does not believe that it is probable that any amounts will be paid under this agreement and thus there is no amount accrued for the guarantee in the Condensed Consolidated Financial Statements. This liability would be considered a Level 3 financial instrument given the unobservable inputs used in the projected cash flow model. | |
As discussed above in Note 12, “Related Party Transactions,” the Company entered into the Cavalier Agreement. The agreement, which was scheduled to expire on December 31, 2012, was extended for an additional two year period with an automatic 18-month renewal term and a six month termination provision. The agreement provides for pricing adjustments, up or down, on the first of each month based on the vendor's actual average product costs incurred during the prior month. Additional product payments made by the Company due to the vendors pricing adjustment as a result of this agreement have not been significant and have not represented costs materially above the going market price for such product. The Company has provided its notice that it does not intend to renew the Cavalier Agreement, which is now scheduled to expire in September 2014. | |
LEGAL MATTERS | |
We may be involved in litigation from time to time in the ordinary course of business. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our business, financial condition or results of operations. However, the results of these matters cannot be predicted with certainty and we cannot assure you that the ultimate resolution of any legal or administrative proceeding or dispute will not have a material adverse effect on our business, financial condition and results of operations. | |
Securities Litigation | |
There have been six stockholder lawsuits filed in federal courts in North Carolina and New York asserting claims relating to the Company's March 28, 2012 announcement regarding the Company's Board’s conclusion that the Company's previously issued interim financial statements for the quarterly periods ended March 31, 2011, June 30, 2011 and September 30, 2011, and the other financial information in the Company's quarterly reports on Form 10-Q for the periods then ended, should no longer be relied upon and that an internal review by the Company's Audit Committee primarily relating to possible adjustments to the Company's financial statements was ongoing. | |
On March 30, 2012, a purported Company stockholder commenced a putative securities class action on behalf of purchasers of the Company's common stock in the U.S. District Court for the Southern District of New York against the Company, the former President and Chief Executive Officer ("former CEO"), and the former Vice President and Chief Financial Officer ("former CFO"). The plaintiff asserted claims alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") based on alleged false and misleading disclosures in the Company's public filings. In April and May 2012, four more putative securities class actions were filed by purported Company stockholders in the U.S. District Court for the Western District of North Carolina against the same set of defendants. The plaintiffs in these cases have asserted claims alleging violations of Sections 10(b) and 20(a) of the Exchange Act based on alleged false and misleading disclosures in the Company's public filings. In each of the putative securities class actions, the plaintiffs seek damages for losses suffered by the putative class of investors who purchased Swisher common stock. | |
On May 21, 2012, a stockholder derivative action was brought against the Company's former CEO and former CFO and the Company's then directors for alleged breaches of fiduciary duty by another purported Company stockholder in the Southern District of New York. In this derivative action, the plaintiff seeks to recover for the Company damages arising out of the then possible restatement of the Company's financial statements. | |
On May 30, 2012, the Company, its former CEO and former CFO filed a motion with the United States Judicial Panel on Multidistrict Litigation ("MDL Panel") to centralize all of the cases in the Western District of North Carolina by requesting that the actions filed in the Southern District of New York be transferred to the Western District of North Carolina. In light of the motion to centralize the cases in the Western District of North Carolina, the Company, its former CEO and former CFO requested from both courts a stay of all proceedings pending the MDL Panel's ruling. On June 4, 2012, the Southern District of New York adjourned all pending dates in the cases in light of the motion to transfer filed before the MDL Panel. On June 13, 2012, the Western District of North Carolina issued a stay of proceedings pending a ruling by the MDL Panel. | |
On August 13, 2012, the MDL Panel granted the motion to centralize transferring the actions filed in the Southern District of New York to the Western District of North Carolina as part of MDL No. 2384, captioned In re Swisher Hygiene, Inc. Securities and Derivative Litigation. In response, on August 21, 2012, the Western District of North Carolina issued an order governing the practice and procedure in the actions transferred to the Western District of North Carolina as well as the actions originally filed there. On October 18, 2012, the Western District of North Carolina held an Initial Pretrial Conference at which it appointed lead counsel and lead plaintiffs for the securities class actions, and set a schedule for the filing of a consolidated class action complaint and defendants' time to answer or otherwise respond to the consolidated class action complaint. The Western District of North Carolina stayed the derivative action pending the outcome of the securities class actions. | |
On April 24, 2013, lead plaintiffs filed their first amended consolidated class action complaint (the "Class Action Complaint") asserting similar claims as those previously alleged as well as additional allegations stemming from the Company's restated financial statements. The Class Action Complaint also named the Company's former Senior Vice President and Treasurer as an additional defendant who has since been dismissed from the case. On June 24, 2013, defendants moved to dismiss the Class Action Complaint. Briefing on the motions to dismiss was completed on August 9, 2013. The Western District of North Carolina has not ruled on the motions to dismiss. | |
On June 11, 2013, an individual action was filed in the U.S. District Court for the Southern District of Florida captioned Miller, et al. v. Swisher Hygiene, Inc., et al., No. 0:13-CV-61292-JAL, against the Company, its former CEO and former CFO, and a former Company director, bringing state and federal claims founded on the allegations that in deciding to sell their company to the Company, plaintiffs relied on defendants' statements about such things as the Company's accounting and internal controls, which, in light of Swisher's restatement of its financial statements, were false. On July 17, 2013, the Company notified the MDL Panel of this action, and requested that it be transferred and centralized in the Western District of North Carolina with the other actions pending there. On July 23, 2013, the MDL Panel issued a Conditional Transfer Order (the "Miller CTO"), conditionally transferring the case to the Western District of North Carolina. On July 29, 2013, plaintiffs notified the MDL Panel that they would seek to vacate the Miller CTO. In light of the proceedings in the MDL Panel, defendants requested that the Southern District of Florida stay all proceedings pending the MDL Panel's ruling. On August 6, 2013, the Southern District of Florida issued a stay of all proceedings pending a ruling by the MDL Panel. On October 2, 2013, following a briefing on the issue of whether the Miller CTO should be vacated, the MDL Panel issued an order transferring the action to the Western District of North Carolina. The Company and the individual defendants filed motions to dismiss the complaint on March 20, 2014. Briefing on the motions to dismiss will be completed on May 12, 2014. | |
Although the Company continues to believe it has meritorious defenses to the asserted claims to the securities class actions in the United States, the defendants and plaintiffs agreed to the terms of a settlement and on February 5, 2014 executed a settlement agreement that, following approval by the Western District of North Carolina, will resolve all claims in the securities class actions pending there (the "Settlement"). The Settlement provides that the defendants will make a set cash payment totaling $5,500,000, all from insurance proceeds, to settle all of the securities class actions, and full and complete releases will be provided to defendants. On March 11, 2014, the Western District of North Carolina issued a preliminary order approving the Settlement, and scheduled a hearing for August 6, 2014. | |
On December 17, 2013, a purported stockholder commenced a putative securities class action on behalf of purchasers of the Company’s common stock filed in the Ontario Superior Court of Justice, captioned Edwards v. Swisher Hygiene, Inc., et al., CV 13-20282 CP, against the Company, the former CEO and former CFO. The action alleges claims under Canadian law for alleged misrepresentations of the Company’s financial position relating to its business acquisitions. | |
On March 28, 2014, a purported stockholder commenced a putative securities class action on behalf of purchasers of the Company’s common stock filed in the Ontario Superior Court of Justice, captioned Phillips v. Swisher Hygiene, Inc., et al., CV 14-00501096-0000, against the Company, the former CEO, the former CFO and the Company's former Senior Vice President and Treasurer. The action alleges claims under Canadian law stemming from Swisher's restatement. | |
Demands and Additional Derivative Litigation | |
On April 11, 2012 and May 11, 2012, the Company's Board received demand letters (the “Demands”) from two of the Company’s purported stockholders. In general, the Demands ask the Board to undertake an independent investigation into potential violations of Delaware and federal law relating to the Company's March 28, 2012 disclosure that its previously issued financial results should no longer be relied upon, and to initiate claims against responsible parties and/or implement therapeutic changes as needed. By letters delivered on May 17, 2013, the Board informed counsel for the purported stockholders that the Board had considered these Demands and, after consultation with counsel, determined that it is not in the best interests of the Company to pursue the claims outlined in the Demands. | |
On July 11, 2013, one of the purported stockholders filed a derivative action on behalf of the Company in the General Court of Justice, Superior Court Division in the State of North Carolina, Mecklenburg County, captioned Borthwick v. Berrard , et. al., No. 13-CVS-12397. The action asserts claims against the Company as a nominal defendant, its former CEO and former CFO, and certain former and current Company directors for breaches of fiduciary duties, gross mismanagement, abuse of control, waste of corporate assets, and aiding and abetting thereof in connection with the Company's restatement of its financial statements. Among other things, the action seeks damages on behalf of the Company and an order directing the Company to implement corporate governance reforms. On August 7, 2013, the Company filed a notice to remove the action from the General Court of Justice, Superior Court Division in the State of North Carolina, Mecklenburg County to the Western District of North Carolina. On August 30, 2013, the Company moved to consolidate this action with the actions previously consolidated before the Western District of North Carolina, and to stay the action. On September 25, 2013, the Western District of North Carolina granted the Company's motion. | |
Other Litigation | |
Under the terms of the agreement pursuant to which the Company sold the Waste segment, the Company accepted responsibility for resolving certain litigation. One such matter involved a contractual dispute between the business sold and a third party plaintiff that contended it was owed a sales commission or royalty under a purported contract with the Company’s former business that began prior to the Company owning such former business and was to expire subsequent to the date the Company sold the business. While the Company, acting on behalf of the sold business, disputed the validity of the purported contract and the amounts claimed during a non-jury trial in December 2013, final judgment was entered on behalf of the plaintiff in the amount of $1.6 million, plus pre-judgment interest, fees and costs, totaling $2.4 million. The Company and plaintiff agreed to a final settlement of $1.9 million which was paid in February 2014 and accrued as of December 31, 2013. | |
Other Matters | |
The Company was contacted by the staff of the Atlanta Regional Office of the SEC and by the United States Attorney's Office for the Western District of North Carolina (the "U.S. Attorney's Office") after publicly announcing the Audit Committee's internal review and the delays in filing our periodic reports. The Company has been asked to make certain individuals available and to provide certain information about these matters to the SEC and the U.S. Attorney's Office. The Company is fully cooperating with the SEC and the U.S. Attorney's Office. Any action by the SEC, the U.S. Attorney's Office or other government agency could result in criminal or civil sanctions against the Company and/or certain of its current or former officers, directors or employees. | |
On July 17, 2013, the Company received a written notice from The Nasdaq Listing Qualifications Department indicating that the Company is not in compliance with the minimum bid price requirement of $1.00 per share set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Select Market. The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price for the 30 consecutive business days ended July 16, 2013, the Company did not meet this requirement. The Company was initially provided a 180 day period in which to regain compliance. Following the initial 180 day period, on January 9, 2014, the Company requested the transfer of its listing to The Nasdaq Capital Market from The Nasdaq Global Select Market and, on January 13, 2014, The Nasdaq Listing Qualifications Department approved such transfer. In connection with the Company’s transfer, the Company was provided an additional 180 day period to regain compliance with the minimum bid price requirement of $1.00 per share set forth in Nasdaq Listing Rule 5450(a)(1). If at any time during this period the closing bid price of the Company’s common stock is at least $1.00 for a minimum of ten consecutive business days, the Company will receive a written confirmation of compliance from Nasdaq and the matter will be closed. If necessary to cure the deficiency, the Company will effect a reverse stock split during this additional 180 day compliance period. | |
As previously disclosed on September 16, 2013, William M. Pierce was appointed the President and Chief Executive Officer of the Company effective September 10, 2013. As a result of his appointment, Mr. Pierce is no longer considered an "independent" director for purposes of Audit Committee membership and as such Mr. Pierce resigned as a member of the Company’s Audit Committee, effective September 10, 2013. On September 20, 2013, the Company received a notification from Nasdaq that, as a result of Mr. Pierce's resignation from the Audit Committee, the Company was no longer in compliance with Nasdaq’s audit committee requirements as set forth in Nasdaq Listing Rule 5605 which requires the Audit Committee be composed of at least three members. In accordance with Nasdaq Listing Rule 5605(c)(4), the Company has until the earlier of the Company's next annual shareholders' meeting or September 10, 2014 to regain compliance with the Audit Committee membership requirement. The Company expects to appoint an additional independent director to serve on the Audit Committee during the cure period. | |
1_Basis_of_Presentation_Polici
1. Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Basis Of Presentation Policies | ' |
Basis of Presentation | ' |
The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) and therefore do not contain all of the information and footnotes required by GAAP and the SEC for annual financial statements. The Company's Condensed Consolidated Financial Statements reflect all adjustments that management believes are necessary for the fair presentation of their financial position, results of operations, comprehensive loss and cash flows for the periods presented. The information at December 31, 2013 in the Company's Condensed Consolidated Balance Sheet included in this quarterly report was derived from the audited Consolidated Balance Sheet included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 17, 2014. The Company's 2013 Annual Report on Form 10-K is referred to in this quarterly report as the “2013 Annual Report.” This quarterly report should be read in conjunction with the 2013 Annual Report. | |
Intercompany balances and transactions have been eliminated in consolidation. Tabular information, other than share and per share data, is presented in thousands of dollars. Certain reclassifications have been made to prior year amounts for consistency with the current period presentation as further described in Note 3, “Prior Period Reclassifications.” Additionally, the 2013 net cash used in operating activities of discontinued operations has been classified out of net cash used in operating activities of continued operations, to conform to the current period presentation. | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. | |
The Company's significant accounting policies are discussed in Note 1 of the Notes to Consolidated Financial Statements in our 2013 Annual Report. There have been no significant changes to those policies. | |
Newly Issued Accounting Pronouncements | ' |
In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." This ASU changes the criteria for reporting discontinued operations and requires additional disclosures, both for discontinued operations and for individually material disposals that do not meet the definition of a discontinued operation. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2014. We are currently evaluating the impact of this ASU but do not expect it will have a material impact on our consolidated financial statements. |
2_Discontinued_Operations_and_1
2. Discontinued Operations and Assets Held For Sale (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Discontinued Operations And Assets Held For Sale Tables | ' | ||||||||
Schedule of assets held for sale | ' | ||||||||
The Company expects that the majority of the sales transactions, related to the remainder of the assets held for sale, will be completed within the next three months. The major classes of the assets held for sale are as follows: | |||||||||
31-Mar | December 31, | ||||||||
2014 | 2013 | ||||||||
Property and equipment, net | $ | 925 | $ | 2,410 | |||||
Goodwill | 479 | 1,272 | |||||||
Other intangibles, net | 231 | 833 | |||||||
Other, net | 6 | 5 | |||||||
Total | $ | 1,641 | $ | 4,520 | |||||
4_Goodwill_And_Other_Intangibl1
4. Goodwill And Other Intangible Assets (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Goodwill And Other Intangible Assets Tables | ' | ||||
Schedule of goodwill | ' | ||||
Changes in goodwill for the three months ended March 31, 2014 are as follows: | |||||
Goodwill: | |||||
2014 | |||||
Gross balance - December 31, 2013 | $ | 99,885 | |||
Additions/dispositions | - | ||||
Gross balance - March 31, 2014 | $ | 99,885 | |||
Accumulated impairment loss - December 31, 2013 | $ | (94,064 | ) | ||
Loss on impairment | - | ||||
Accumulated impairment loss - March 31, 2014 | $ | (94,064 | ) | ||
Net balance – March 31, 2014 | $ | 5,821 | |||
5_Inventory_Tables
5. Inventory (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory Tables | ' | ||||||||
Schedule of inventory | ' | ||||||||
Inventory, net of reserves, as of March 31, 2014 and December 31, 2013 consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Finished goods | $ | 11,417 | $ | 11,587 | |||||
Raw materials | 2,324 | 2,042 | |||||||
Work in process | 414 | 403 | |||||||
Total | $ | 14,155 | $ | 14,032 | |||||
6_Equity_Tables
6. Equity (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Equity Tables | ' | ||||||||||||
Schedule of changes in stockholders equity | ' | ||||||||||||
Changes in equity for the three months ended March 31, 2014 consisted of the following: | |||||||||||||
Balance at December 31, 2013 | $ | 127,186 | |||||||||||
Stock based compensation | 496 | ||||||||||||
Foreign currency translation adjustment | (15 | ) | |||||||||||
Shares withheld related to income taxes on RSUs | (1 | ) | |||||||||||
Net loss | (13,792 | ) | |||||||||||
Balance at March 31, 2014 | $ | 113,874 | |||||||||||
Changes in each component of accumulated other comprehensive loss | ' | ||||||||||||
A summary of the changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2014 is provided below: | |||||||||||||
Foreign | Employee | Accumulated | |||||||||||
Currency Translation Adjustment | Benefit Plan | Other Comprehensive Loss | |||||||||||
Balance at December 31, 2013 | $ | (94 | ) | $ | (435 | ) | $ | (529 | ) | ||||
Current period other comprehensive loss | (15 | ) | - | (15 | ) | ||||||||
Balance at March 31, 2014 | $ | (109 | ) | $ | (435 | ) | $ | (544 | ) | ||||
7_Long_Term_Obligations_Tables
7. Long Term Obligations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Long Term Obligations Tables | ' | ||||||||
Schedule of long term obligations | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Notes payable | $ | 1,600 | $ | 1,721 | |||||
Convertible promissory notes, 4.0%: maturing at various dates through 2016 | 2,525 | 2,679 | |||||||
Capitalized lease obligations and other financing | 1,947 | 2,854 | |||||||
Total debt and obligations | 6,072 | 7,254 | |||||||
Long-term debt and obligations due within one year | (4,311 | ) | (5,251 | ) | |||||
Long-term debt and obligations | $ | 1,761 | $ | 2,003 |
8_Other_Expense_Net_Tables
8. Other Expense, Net (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Other Expense Net Tables | ' | ||||||||
Schedule of other expense | ' | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Interest income | $ | 4 | $ | 15 | |||||
Interest expense | (78 | ) | (102 | ) | |||||
Foreign currency | (15 | ) | (1 | ) | |||||
Other | (628 | ) | 17 | ||||||
Total other expense, net | $ | (717 | ) | $ | (71 | ) | |||
9_Supplemental_Cash_Flow_Infor1
9. Supplemental Cash Flow Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||
Supplemental cash flow information | ' | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Cash paid for taxes | $ | 20 | $ | 627 | |||||
Cash paid for interest | $ | 78 | $ | 101 | |||||
Cash received from interest | $ | 5 | $ | 15 | |||||
2_Discontinued_Operations_and_2
2. Discontinued Operations and Assets Held for Sale (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Discontinued Operations And Assets Held For Sale Details | ' | ' |
Property and equipment, net | $925 | $2,410 |
Goodwill | 479 | 1,272 |
Other intangibles, net | 231 | 833 |
Other, net | 6 | 5 |
Total | $1,641 | $4,520 |
2_Discontinued_Operations_and_3
2. Discontinued Operations and Assets Held for Sale (Details Narrative) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Discontinued Operations And Assets Held For Sale Details Narrative | ' | ' |
Net cash used in operating activities of discontinued operations | ($1,987) | ($796) |
Revenue from Discontinued Operations - Linen | $14,100 | $3,600 |
4_Goodwill_And_Other_Intangibl2
4. Goodwill And Other Intangible Assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill And Other Intangible Assets Details | ' | ' |
Gross balance | ' | $99,885 |
Additions/dispositions | ' | ' |
Gross balance - March 31, 2014 | 99,885 | ' |
Accumulated impairment loss | -94,064 | -94,064 |
Loss on impairment | ' | ' |
Net balance - March 31, 2014 | $5,821 | $5,821 |
4_Goodwill_And_Other_Intangibl3
4. Goodwill And Other Intangible Assets (Details Narrative) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Goodwill And Other Intangible Assets Details Narrative | ' | ' |
Amortization expense | $2,000 | $2,100 |
5_Inventory_Details
5. Inventory (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Details | ' | ' |
Finished goods | $11,417 | $11,587 |
Raw materials | 2,324 | 2,042 |
Work in progress | 414 | 403 |
Inventory, net | $14,155 | $14,032 |
6_Equity_Details
6. Equity (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Equity [Abstract] | ' |
Balance at December 31, 2013 | $127,186 |
Stock based compensation | 496 |
Foreign currency translation adjustment | -15 |
Shares withheld related to income taxes on RSUs | -1 |
Net loss | -13,792 |
Balance at March 31, 2014 | $113,874 |
6_Equity_Details_1
6. Equity (Details 1) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Balance at December 31, 2013 | ($529) | ' |
Current period other comprehensive loss | -13,807 | -17,239 |
Balance at March 31, 2014 | -544 | ' |
Foreign Currency Translation Adjustment | ' | ' |
Balance at December 31, 2013 | -94 | ' |
Current period other comprehensive loss | -15 | ' |
Balance at March 31, 2014 | -109 | ' |
Employee Benefit Plan | ' | ' |
Balance at December 31, 2013 | -435 | ' |
Current period other comprehensive loss | ' | ' |
Balance at March 31, 2014 | -435 | ' |
Accumulated Other Comprehensive Loss | ' | ' |
Balance at December 31, 2013 | -529 | ' |
Current period other comprehensive loss | -15 | ' |
Balance at March 31, 2014 | ($544) | ' |
7_Long_Term_Debt_and_Obligatio1
7. Long Term Debt and Obligations (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Long-term Debt, Unclassified [Abstract] | ' | ' |
Notes payables | $1,600 | $1,721 |
Convertible promissory notes, 4.0%: maturing at various dates through 2016 | 2,525 | 2,679 |
Capitalized lease obligations and other financing | 1,947 | 2,854 |
Total debt and obligations | 6,072 | 7,254 |
Long-term debt and obligations due within one year | -4,311 | -5,251 |
Long-term debt and obligations | $1,761 | $2,003 |
7_Long_Term_Debt_and_Obligatio2
7. Long Term Debt and Obligations (Details Narrative) | 3 Months Ended |
Mar. 31, 2014 | |
Long-term Debt, Unclassified [Abstract] | ' |
Issuance of common stock | 1,825,798 |
8_Other_Expense_Net_Details
8. Other Expense, Net (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Other Expense Net Details | ' | ' |
Interest income | $4 | $15 |
Interest expense | -78 | -102 |
Foreign currency | -15 | -1 |
Other | -628 | 17 |
Total other expense, net | -717 | -71 |
Loss related to the sale of assets held for sale | $600 | ' |
9_Supplemental_Cash_Flow_Infor2
9. Supplemental Cash Flow Information (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Supplemental Cash Flow Information [Abstract] | ' | ' |
Cash paid for taxes | $20 | $627 |
Cash paid for interest | 78 | 101 |
Cash received from interest | $5 | $15 |
10_Loss_Per_Share_Details_Narr
10. Loss Per Share (Details Narrative) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Earnings Per Share [Abstract] | ' | ' |
Anti-Dilutive securities not included in the computation of diluted loss per share | 325,247 | 656,351 |
12_Related_Party_Transactions_
12. Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Related Party Transactions [Abstract] | ' | ' | ' |
Fees paid | $100 | $100 | ' |
Purchases from Related Party | 1,500 | 1,700 | ' |
Accounts Payable, Related Party | 500 | ' | 600 |
Lease payments, Related Party | $200 | $300 | ' |