Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 08, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | INDUSTRIAL SERVICES OF AMERICA INC /FL | |
Entity Central Index Key | 4,187 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 8,074,541 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 503 | $ 526 |
Income tax receivable | 9 | 14 |
Accounts receivable – trade after allowance for doubtful accounts of $60.0 thousand and $35.0 thousand in 2017 and 2016, respectively | 4,178 | 3,361 |
Receivables from related parties | 45 | 150 |
Inventories | 3,863 | 3,437 |
Prepaid expenses and other current assets | 293 | 216 |
Total current assets | 8,891 | 7,704 |
Net property and equipment | 12,547 | 13,068 |
Other assets | ||
Deferred income taxes | 27 | 27 |
Other non-current assets | 188 | 57 |
Total other assets | 215 | 84 |
Total assets | 21,653 | 20,856 |
Current liabilities | ||
Current maturities of long-term debt | 4,035 | 2,942 |
Current maturities of capital lease obligations | 254 | 198 |
Checks in excess of bank | 24 | 79 |
Accounts payable | 1,823 | 1,605 |
Payables and accrued expenses to related parties | 433 | 578 |
Other current liabilities | 567 | 627 |
Total current liabilities | 7,136 | 6,029 |
Long-term liabilities | ||
Long-term debt, related parties | 1,504 | 1,504 |
Capital lease obligations, net of current maturities | 979 | 1,050 |
Total long-term liabilities | 2,483 | 2,554 |
Shareholders’ equity | ||
Common stock, $0.0033 par value: 20.0 million shares authorized in 2017 and 2016; 8,105,231 shares issued in 2017 and 2016; 8,074,541 shares outstanding in 2017 and 2016 | 27 | 27 |
Additional paid-in capital | 23,944 | 23,912 |
Stock warrants outstanding | 1,025 | 1,025 |
Retained losses | (12,918) | (12,647) |
Treasury stock at cost, 30,690 shares in 2017 and 2016 | (44) | (44) |
Total shareholders’ equity | 12,034 | 12,273 |
Total liabilities and shareholders’ equity | $ 21,653 | $ 20,856 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 60,000 | $ 35,000 |
Common stock, par value | $ 0.0033 | $ 0.0033 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 8,105,231 | 8,105,231 |
Common stock, shares outstanding | 8,074,541 | 8,074,541 |
Treasury stock, shares | 30,690 | 30,690 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue from product sales | $ 13,011 | $ 5,998 |
Cost of sales for product sales | 12,080 | 6,175 |
Operating income (loss) | 931 | (177) |
Selling, general and administrative expenses | 1,042 | 1,199 |
Loss before other income (expense) | (111) | (1,376) |
Other income (expense) | ||
Interest expense, including loan fee amortization | (183) | (59) |
Gain (loss) on sale of assets | 28 | 0 |
Other income (expense), net | 2 | 11 |
Total other income (expense) | (153) | (48) |
Loss before income taxes | (264) | (1,424) |
Income tax provision | 7 | 1 |
Net loss | $ (271) | $ (1,425) |
Basic loss per share (in dollars per share) | $ (0.03) | $ (0.18) |
Diluted loss per share (in dollars per share) | $ (0.03) | $ (0.18) |
Weighted average shares outstanding: | ||
Basic (in Shares) | 8,075 | 8,019 |
Diluted (in Shares) | 8,075 | 8,019 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Warrants [Member] | Retained Losses [Member] | Treasury Stock [Member] |
Balance at Dec. 31, 2016 | $ 12,273 | $ 27 | $ 23,912 | $ 1,025 | $ (12,647) | $ (44) |
Balance (in Shares) at Dec. 31, 2016 | 8,105,231 | (30,690) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 32 | 32 | ||||
Net loss | (271) | (271) | ||||
Balance at Mar. 31, 2017 | $ 12,034 | $ 27 | $ 23,944 | $ 1,025 | $ (12,918) | $ (44) |
Balance (in Shares) at Mar. 31, 2017 | 8,105,231 | (30,690) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (271,000) | $ (1,425,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debt expense | 25,000 | 0 |
Depreciation and amortization | 575,000 | 550,000 |
Share-based compensation expense | 32,000 | 136,000 |
Gain on sale of property and equipment | (28,000) | 0 |
Amortization of loan fees included in interest expense | 35,000 | 40,000 |
Change in assets and liabilities | ||
Receivables | (842,000) | (426,000) |
Receivables from related parties | 105,000 | 145,000 |
Inventories | (426,000) | (416,000) |
Income tax receivable/payable | 5,000 | 3,000 |
Other assets | (163,000) | (18,000) |
Deferred income taxes | 0 | 0 |
Accounts payable | 218,000 | (257,000) |
Payables to related parties | (145,000) | (75,000) |
Other current liabilities | (60,000) | 123,000 |
Net cash used in operating activities | (940,000) | (1,620,000) |
Cash flows from investing activities | ||
Proceeds from sale of property and equipment | 28,000 | 0 |
Purchases of property and equipment | (54,000) | 0 |
Net cash used in investing activities | (26,000) | 0 |
Cash flows from financing activities | ||
Loan fees capitalized | (80,000) | (241,000) |
Change in bank overdrafts | (55,000) | 0 |
Payments on long-term debt | 0 | (20,000) |
Payments on capital lease obligations | (15,000) | 0 |
Proceeds from revolving line of credit, net | 1,093,000 | 1,667,000 |
Net cash from financing activities | 943,000 | 1,406,000 |
Cash flows from discontinued operations | ||
Net change in cash and cash equivalents | (23,000) | (214,000) |
Cash and cash equivalents at beginning of period | 526,000 | 642,000 |
Cash and cash equivalents at end of period | 503,000 | 428,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 133,000 | 22,000 |
Cash paid for taxes | 2,000 | 0 |
Supplemental disclosure of noncash investing and financing activities: | ||
Conversion of related party payables to long-term debt, related parties | $ 0 | $ 1,504,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL Industrial Services of America, Inc. (herein “ISA,” the “Company,” or other similar terms) is a Louisville, Kentucky-based company that buys, processes and markets ferrous and non-ferrous metals and other recyclable commodities and buys used autos in order to sell used auto parts. The Company purchases, processes and sells ferrous and non-ferrous scrap metal to steel mini-mills, integrated steel makers, foundries and refineries. The Company purchases ferrous and non-ferrous scrap metal primarily from industrial and commercial generators of steel, iron, aluminum, copper, stainless steel and other metals as well as from scrap dealers and retail customers who deliver these materials directly to ISA facilities. The Company processes scrap metal through sorting, cutting, baling, and until May 2015, shredding operations. The non-ferrous scrap recycling operations consist primarily of collecting, sorting and processing various grades of copper, aluminum, stainless steel and brass. The used automobile yard primarily purchases automobiles so that retail customers can locate and remove used parts for purchase. The Company's core business is now focused on the metal recycling industry. During 2016, the Company announced that the Company formed a special committee of independent board members to evaluate various growth and strategic options. During the first quarter of 2017, the special committee concluded its work and reported to the Board. The Board accepted the special committee's recommendation to focus on returning the core recycling business to profitability. The Company intends to do this by increasing efficiencies and productivity, which includes the commercial restart of the Company's auto shredder in the second quarter of 2017. The Company intends to run the auto shredder in the normal course of business subject to market conditions and operating needs. ISA will also evaluate other various options and remain alert for possible strategic partnerships, joint ventures and mergers/acquisitions. In connection with the evaluation of strategic alternatives, on September 30, 2016, the Company and Algar, Inc. ("Algar") mutually agreed to terminate the Management Services Agreement between them dated as of December 1, 2013 (the "Management Agreement"), pursuant to the Agreement to Terminate Management Services among the Company, Algar, and Sean Garber dated as of September 30, 2016 (the "Termination Agreement"). See Note 6 - Related Party Transactions for further details. Effective September 30, 2016, Mr. Garber resigned from all positions with the Company, including as President, and the Board appointed Todd Phillips as President. Mr. Phillips has been the Company's CFO since December 31, 2014 and will continue to serve in that role. Liquidity During the first quarter of 2017, the Company amended and extended its working capital line of credit. The Company expects operating cash flow and borrowings under its working capital line of credit to be sufficient to meet its ongoing obligations. Influenced by the scrap metal market downturn from late 2014 through 2016, the Company's sources of liquidity during this time primarily consisted of proceeds from asset and equity sales as well as the idling of the auto shredder and refinancing of its working capital line of credit. Additional information, including the steps the Company took, is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, on file with the Securities and Exchange Commission. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The Accounting Standards Codification ("ASC") as produced by the Financial Accounting Standards Board ("FASB") is the sole source of authoritative GAAP. The information furnished includes all adjustments, which are, in the opinion of management, necessary to present fairly our financial position as of March 31, 2017 and the results of our operations and changes in our cash flows for the periods ended March 31, 2017 and 2016 March 31, 2017 are not necessarily indicative of the results that may be expected for the entire year. Additional information, including the audited December 31, 2016 consolidated financial statements and the Summary of Significant Accounting Policies, is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 , on file with the Securities and Exchange Commission. Estimates In preparing the consolidated financial statements in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, management must make estimates and assumptions. These estimates and assumptions affect the amounts reported for assets, liabilities, revenues and expenses, as well as affecting the disclosures provided. Examples of estimates include the allowance for doubtful accounts, estimates of deferred income tax assets and liabilities, estimates of inventory balances, and estimates of stock option and warrant values. The Company also uses estimates when assessing fair values of assets and liabilities acquired in business acquisitions as well as any fair value and any related impairment charges related to the carrying value of inventory and machinery and equipment and other long-lived assets. Despite the Company’s intention to establish accurate estimates and use reasonable assumptions, actual results may differ from these estimates. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Upon consolidation, all inter-company accounts, transactions and profits have been eliminated. Fair Value The Company carries certain of its financial assets and liabilities at fair value on a recurring basis. These financial assets and liabilities are composed of cash and cash equivalents. Long-term debt is carried at cost, and the fair value is disclosed herein. In addition, the Company measures certain assets, such as long-lived assets, at fair value on a non-recurring basis to evaluate those assets for potential impairment. 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. In accordance with applicable accounting standards, the Company categorizes its financial assets and liabilities into the following fair value hierarchy: Level 1 – Financial assets and liabilities with values based on unadjusted quoted prices for identical assets or liabilities in an active market. Examples of Level 1 financial instruments include active exchange-traded securities. Level 2 – Financial assets and liabilities with values based on quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Examples of Level 2 financial instruments include various types of interest-rate and commodity-based derivative instruments, and various types of fixed-income investment securities. Pricing models are utilized to estimate fair value for certain financial assets and liabilities categorized in Level 2. Level 3 – Financial assets and liabilities with values based on prices or valuation techniques that require inputs that are both unobservable in the market and significant to the overall fair value measurement. These inputs reflect management’s judgment about the assumptions that a market participant would use in pricing the asset or liability, and are based on the best available information, some of which is internally developed. When determining the fair value measurements for financial assets and liabilities carried at fair value on a recurring basis, the Company considers the principal or most advantageous market in which it would transact and consider assumptions that market participants would use when pricing the asset or liability. When possible, ISA looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Company looks to market observable data for similar assets and liabilities. Nevertheless, certain assets and liabilities are not actively traded in observable markets, and the Company uses alternative valuation techniques to derive fair value measurements. The Company uses the fair value methodology outlined in the related accounting standards to value the assets and liabilities for cash and debt. All of our cash is defined as Level 1 In accordance with this guidance, the following table represents our fair value hierarchy for Level 1 and Level 2 financial instruments at March 31, 2017 (in thousands): Fair Value at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Assets: Level 1 Level 2 Total Cash and cash equivalents $ 503 $ — $ 503 Liabilities: Current maturities of long-term debt $ — $ (4,035 ) $ (4,035 ) Long-term debt, related partie — (1,187 ) (1,187 ) The Company had no transfers in or out of Levels 1 or 2 fair value measurements, and no activity in Level 3 fair value measurements for the three month periods ended March 31, 2017 or 2016 Common Stock and Share-based Compensation Arrangements The Company has a Long Term Incentive Plan adopted in 2009 ("LTIP") under which it may grant equity awards for up to 2.4 million shares of common stock, which are reserved by the Board of Directors for issuance of equity awards. The Company provides compensation benefits by granting stock options and other share-based awards to employees and directors. The exercise price of each option is equal to the market price of the Company's stock on the date of grant. The maximum term of the option is five years. The plan is accounted for based on FASB’s authoritative guidance titled "ASC 718 - Compensation - Stock Compensation. " The Company recognizes share-based compensation expense for the fair value of the awards, on the date granted, on a straight-line basis over their vesting term (service period). Compensation expense is recognized only for share-based payments expected to vest. The Company estimates forfeitures at the date of grant based on the Company's historical experience and future expectations. The Company uses the grant date stock price to value the Company's restricted stock units. The fair value of each restricted stock unit is estimated on the date of grant. The Company uses the Modified Black-Scholes-Merton option-pricing model to value the Company's stock options for each employee stock option award. See Note 7 - Share Based Compensation. Using these option pricing models, the fair value of each stock option award is estimated on the date of grant. There are two significant inputs into the stock option pricing models: expected volatility and expected term. The Company estimates expected volatility based on traded option volatility of the Company's stock over a term equal to the expected term of the option granted. The expected term of stock option awards granted is derived from historical exercise experience under the Company's stock option plans and represents the period of time that stock option awards granted are expected to be outstanding. The expected term assumption incorporates the contractual term of an option grant, as well as the vesting period of an award. The risk-free interest rate is based on the implied yield on a U.S. Treasury constant maturity with a remaining term equal to the expected term of the option granted. The assumptions used in calculating the fair value of stock-based payment awards represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if factors change and different assumptions are used, stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate, and only recognize expense for those shares expected to vest. If the actual forfeiture rate is materially different from the estimate, the stock-based compensation expense could be significantly different from what was recorded in the current period. Treasury shares or new shares are issued for exercised options. The Company does not expect to repurchase any additional shares within the following annual period to accommodate the exercise of outstanding stock options. Under the LTIP, the Company may grant any of these types of awards: non-qualified and incentive stock options; stock appreciation rights; and other stock awards including stock units, restricted stock units, performance shares, performance units and restricted stock. The performance goals that the Company may use for such awards will be based on any one or more of the following performance measures: cash flow; earnings; earnings per share; market value added or economic value added; profits; return on assets; return on equity; return on investment; revenues; stock price; or total shareholder return. The LTIP is administered by a committee selected by the Board consisting of two or more outside members of the Board. The Committee may grant one or more awards to our employees, including our officers, our directors and consultants, and will determine the specific employees who will receive awards under the plan and the type and amount of any such awards. A participant who receives shares of stock awarded under the plan must hold those shares for six months before the participant may dispose of such shares. S ubject to shareholder approval and restrictions on exercisability set forth in a Stock Option Agreement entered into on December 2, 2013 between the Company and Algar (the “Stock Option Agreement”), the Company granted Algar an option to purchase a total of 1.5 million shares (in four tranches) of Company common stock (the "Algar Options") at an exercise price per share of $5.00. The Algar Options were not issued under the LTIP. The Company's shareholders approved the Algar Options on October 15, 2014. On September 30, 2016 Note 6 - Related Party Transactions for further details The Company used the Lattice-Based model to value the Company's stock options for the Algar Options due to market and performance conditions prior to September 30, 2016 See Note 7 - Share Based Compensation. The fair value of the Algar Options was estimated at the end of each quarter for the third and fourth tranches due to ongoing performance conditions. For the first two tranches, the conditions for vesting were met. Other Comprehensive Income The Company previously entered into interest rate swaps to assist in managing commodity price risk. The effective portions of changes in the fair value of the derivatives were recorded as a component of other comprehensive income. The Company fully settled the previously outstanding interest rate swap in December 2015. During 2016 and 2017, the Company did not use any derivative instruments, including commodity hedges to assist in managing commodity price risk. As such, the Company has no activity in other comprehensive income and has no Condensed Consolidated Statements of Comprehensive Income included in the financial statements. Subsequent Events The Company has evaluated the period from March 31, 2017 On April 26, 2017, certain borrowing base restrictions were satisfied with MidCap Business Credit LLC ("MidCap") which resulted in an increase in availability of $1.75 million. S ee Note 3 - Long Term Debt and Notes Payable to Bank for additional information. In May 2017, the Company restarted its auto shredder for commercial production. The Company intends to run the auto shredder in the normal course of business subject to market conditions and operating needs. Impact of Recently Issued Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in ASU 2014-09 affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is not permitted. The Company is evaluating the potential impact of the adoption of ASU 2014-09 on the Condensed Consolidated Financial Statements. The Company does not expect a material impact from the adoption of ASU 2014-09 on the Condensed Consolidated Financial Statements. In August 2014, the FASB issued ASU No. 2014-15 Presentation of Financial Statements-Going Concern (Subtopic 205-40) In July 2015, the FASB issued ASU 2015-11, Inventory, which simplifies the measurement principle of inventories valued under the First-In, First-Out ("FIFO") or weighted average methods from the lower of cost or market to the lower of cost and net realizable value. ASU 2015-11 is effective for reporting periods beginning after December 15, 2016 including interim periods within those annual periods. The Company adopted the standard in the fourth quarter of 2016 and noted no material impact on the Condensed Consolidated Financial Statements. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which requires that deferred tax assets and liabilities be classified as noncurrent on the consolidated balance sheet. ASU 2015-17 is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. Upon adoption, ASU 2015-17 may be applied either prospectively or retrospectively. The Company adopted the standard in the first quarter of 2017 and noted no material impact on the Condensed Consolidated Financial Statements. In February 2016, the FASB issued ASU No. 2016-02, Leases , to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets (“lessees”) to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee’s right to use, or control use of, a specified asset for the lease term. The amendments in this ASU simplify the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. This ASU leaves the accounting for the organizations that own the assets leased to the lessee (“lessor”) largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is evaluating the potential impact of ASU 2016-02 on the Condensed Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which provides guidance to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company is evaluating the potential impact of ASU 2016-13 on the Condensed Consolidated Financial Statements In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, Classification of Certain Cash Receipts and Cash Payments , which provides guidance on eight specific cash flow issues. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. Upon adoption, ASU 2016-15 should be applied retrospectively. The Company is evaluating the potential impact of ASU 2016-15 on the Condensed Consolidated Financial Statements . The Company does not expect a material impact from the adoption of ASU 2016-15 on the Condensed Consolidated Financial Statements . |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 2 – INVENTORIES The Company's inventories primarily consist of ferrous and non-ferrous scrap metals, and are valued at the lower of average purchased cost or net realizable value ("NRV") based on the specific scrap commodity. See Impact of Recently Issued Accounting Standards at the end of Note 1. Quantities of inventories are determined based on the Company's inventory systems and are subject to periodic physical verification using estimation techniques including observation, weighing and other industry methods. The Company recognizes inventory impairment and related adjustments when the NRV, based upon current market pricing, falls below recorded value or when the estimated volume is less than the recorded volume of the inventory. The Company records the loss in cost of sales in the period during which the loss is identified. Certain assumptions are made regarding future demand and net realizable value in order to assess whether inventory is properly recorded at the lower of cost or NRV. Assumptions are based on historical experience, current market conditions and remaining costs of processing (if any) and disposal. If the anticipated future selling prices of scrap metal and finished steel products should decline, the Company would re-assess the recorded NRV of the inventory and make any adjustments believed necessary in order to reduce the value of the inventory (and increase cost of sales) to the lower of cost or NRV. The Company did no March 31, 2017 Some commodities are in saleable condition at acquisition. The Company purchases these commodities in small amounts until it has a truckload of material available for shipment. Some commodities are not in saleable condition at acquisition. These commodities must be shredded, torched or baled. ISA does not have work-in-process inventory that needs to be manufactured to become finished goods. The Company includes processing costs in inventory for all commodities by weight. I n ventorie March 31, 2017 and December 31, 2016 consist of the following: March 31, 2017 (unaudited) December 31, 2016 (in thousands) R aw materials $ 2,730 $ 2,222 Finished goods 633 805 Processing costs 500 410 Total inventories for sale $ 3,863 $ 3,437 |
LONG TERM DEBT AND NOTES PAYABL
LONG TERM DEBT AND NOTES PAYABLE TO BANK | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long term debt and notes payable to bank | NOTE 3 – LONG TERM DEBT AND NOTES PAYABLE TO BANK Summary: O n February 29, 2016, the Company closed on new financings with MidCap and paid off in full remaining amounts due to the Company's previous lender Wells Fargo. Additionally on February 29, 2016, the Company converted certain amounts payable to related parties into unsecured term notes payable to the same related parties as more fully described in Note 6 On March 31, 2017, the Company entered into an amendment to increase the line of credit, subject to the satisfaction of certain borrowing base restrictions, and extend the maturity date more fully described below. MidCap: On February 29, 2016, the Company entered into the 2016 $6.0 million senior, secured asset-based line of credit with MidCap. The Company could borrow up to the sum of (a) 85% of the value of its eligible domestic accounts receivable; (b) the lesser of (i) $2.5 million and (ii) 75% of the net orderly liquidation value of eligible inventory; and (c) the lesser of (i) $500,000 and (ii) 40% of appraised net forced liquidation value of eligible fixed assets (the "Equipment Sublimit"). The Equipment Sublimit shall amortize monthly on a straight line basis over six ty (60) months with no reduction to the overall line of credit availability. As described below, the 2016 Loan was amended on March 31, 2017. Proceeds from this loan were used to pay transaction expenses, pay off and close the remaining balance on the Wells Fargo revolving line of credit and fund working capital requirements. The interest rate on the 2016 250 In the Event of a Default (as defined in the 2016 300 The 2016 27.5 100 50 2016 The 2016 The Company is subject to a prepayment fee of $120.0 thousand if the 2016 one year anniversary of the loan. The Company is subject to a prepayment fee of $60.0 thousand if the 2016 The $60.0 thousand fee is reduced to zero 2016 eighteen months from February 29, 2016. Interest and monthly fees under the 2016 The 2016 $350.0 thousand. This covenant may be replaced by a Fixed Charge Coverage Ratio ("FCCR") covenant once the Company has achieved a FCCR of 1.0 The Company granted MidCap a first priority security interest in all of the assets of ISA pursuant to a Security Agreement. The Company is allowed to sell or refinance up to $3.0 million in fair market value of real property provided (i) the proceeds from such refinance or sale remain with the Company; and (ii) no event of default exists at the time of such refinance or sale. On March 31, 2017, the Company and each of its wholly-owned subsidiaries entered into an amendment to the 2016 Loan with MidCap ("First Amendment"). The First Amendment increased the line of credit from $6.0 million to $8.0 million and extended the maturity date to February 28, 2020. As amended, the line of credit permits the Company to borrow an amount under the 2016 Loan equal to the lesser of (A) $8.0 million; and (B)(i) 85% of the value of the Company’s eligible domestic accounts receivable, plus (ii) the lesser of (x) $2.5 million and (y) 75% of the net orderly liquidation value of eligible inventory, plus (iii) the lesser of (x) $400,000 and (y) 40% of appraised net forced liquidation value of eligible fixed assets, plus (iv) the lesser of (x) $1.75 million and (y) 45% of the appraised value of certain properties owned by the Company (subject to MidCap's receipt of any third-party or internal approvals it may require in its discretion), minus (v) any amount which MidCap may require from time to time, pursuant to terms of the agreement, in order to secure amounts owed to MidCap under the agreement. The First Amendment contains a minimum line availability covenant equal to $350.0 thousand, the same as the 2016 Loan. This covenant may be replaced by a FCCR covenant once the Company has achieved an FCCR of 1.1x on an annualized basis. The Company paid underwriting fees of $20.0 thousand at closing. The amended 2016 $0.7 million March 31, 2017 . Related Party Note: Amounts owed to K&R, LLC and 7100 Note 6 Long term debt as of March 31, 2017 and December 31, 2016 consisted of the following: March 31 December 31 2017 2016 (unaudited) (in thousands) Revolving credit facility with MidCap, see above description for additional details $ 4,035 $ 2,942 K&R, LLC related party note (See Note 6 884 884 7100 6 620 620 5,539 4,446 Less current maturities 4,035 2,942 $ 1,504 $ 1,504 The annual contractual maturities of long term debt (in thousands) for the next five twelve March 31 2018 $ — 2019 — 2020 4,035 2021 1,504 2022 — Total $ 5,539 |
LEASE COMMITMENTS
LEASE COMMITMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
Lease Commitments | NOTE 4 - LEASE COMMITMENTS Operating Leases : The Company leases a portion of our Louisville, Kentucky facility from a related party (see Note 6 7100 T he lease amount is $53.8 thousand per month. In addition, the Company is responsible for real estate taxes, insurance, utilities and maintenance expense. As described in Note 1 three years. The Company has the option to extend the lease for three 3 three 3 $8.0 thousand per month and increases each year by $0.2 thousand per month. In the event ISA exercises the option to renew the lease for a second three second three The Company signed a lease, effective October 1, 2014, to lease three $28.9 thousand per month (the "Crane Lease"). This lease was for a period of five years. On May 1, 2016, the Company entered into an amendment to the Crane Lease, whereby the lease converted from an operating lease to a capital lease. See details below in Capital Leases section. The Company previously leased 6 $5.0 thousand. The lease expired . The Company leased a lot in Louisville, Kentucky for a term that commenced in March 2012 and ended in February 2016. The monthly payment amount from March 2012 through February 2014 was $3.5 thousand. Beginning March 2014, the monthly payment amount increased to $3.8 thousand for the remaining term. As of August 31, 2015, the Company entered into a settlement to abandon the leased property and pay the remaining balance of scheduled payments over a 19 month period, ending March 31, 2017 On April 30, 2015, the Company entered into a lease agreement with LK Property (see Note 6 4.4 acre parcel of real estate located at 6709 $3.0 thousand per month. The lease terminates on April 14 2019 90 The Co mpany is required to reimburse the lessor for 40% of the property taxes on the parcel during the term. Future minimum lease payments for operating leases for the next five twelve March 31 of each year, in thousands, as o f March 31, 2017 a Related Party Other Total 2018 $ 521 $ 67 $ 588 2019 36 — 36 2020 2 — 2 2021 — — — 2022 — — — Future minimum lease payments $ 559 $ 67 $ 626 Total lease expense for the three months ended March 31, 2017 and 2016 $206.9 thousand and $316.2 thousand, respectively. Capital Leases On May 1, 2016, the Company entered into an amendment to the Crane Lease, whereby the lease is extended through April 30, 2021. Payments are $14.5 thousand per month for the first twelve three March 31, 2017 $1.0 March 31, 2017 Future minimum lease payments for the next five twelve March 31 March 31, 2017 Total Principal Interest 2018 $ 359 $ 254 $ 105 2019 376 297 79 2020 376 326 50 2021 374 356 18 2022 — — — $ 1,485 $ 1,233 $ 252 |
PER SHARE DATA
PER SHARE DATA | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Per Share Data | NOTE 5 – PER SHARE DATA The computation for basic and diluted earnings (loss) per share is as follows: Three March 31, 2017 compared to three months ended March 31, 2016 : 2017 2016 (in thousands, except per share information) Basic loss per share Net loss $ (271 ) $ (1,425 ) Weighted average shares outstanding 8,075 8,019 Basic loss per share $ (0.03 ) $ (0.18 ) Diluted loss per share Net loss $ (271 ) $ (1,425 ) Weighted average shares outstanding 8,075 8,019 Add dilutive effect of assumed exercising of stock options and warrants — — Diluted weighted average shares outstanding 8,075 8,019 Diluted loss per share $ (0.03 ) $ (0.18 ) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 - RELATED PARTY TRANSACTIONS During the periods ended March 31, 2017 2016 K&R, LLC ("K&R") and 7100 Grade Lane, LLC ("7100 LLC"): The Company is involved in various transactions with K&R and 7100 March 31, 2017 The Company leases a portion of the Louisville, Kentucky facility from 7100 the " 7100 Lease," 4 2015 2017 2016 On September 13, 2013, K&R made a $500.0 thousand refundable, non-interest bearing deposit with the Company related to K&R's potential purchase of the Company's formerly owned real property located at 1565 4 2016 As of March 31, 2017 2016 7100 due due due On February 29, 2016, K&R assigned its interest in the 7100 7100 due 7100 due 7110 due Algar, Inc. ("Algar"): Management Services Payments to Algar: On December 2, 2013, the Company and Algar entered into a Management Services Agreement (the “Management Agreement”). On September 30, 2016 (the "Termination Effective Date"), the Company and Algar mutually agreed to terminate the Management Agreement pursuant to the Termination Agreement. See the details below. Under the Management Agreement, Algar provided the Company with day-to-day senior executive level operating management services. Algar also provided business, financial, and organizational strategy and consulting services, as the Company’s board of directors reasonably requested from time to time. In connection with the Management Agreement, the Company's board of directors appointed Sean Garber as President and as a member of the board of directors. Under the Management Agreement, the Company reimbursed Algar for the portion of Mr. Garber’s salary that was attributable to Algar’s services under the Management Agreement in an amount not exceeding $20.8 thousand per month, or $250.0 thousand per year plus other expenses. Also, under the Management Agreement, Algar was to be paid a bonus in an amount equal to 10.0% of any year-over-year increase in the Company’s adjusted pre-tax income during the term. The term of the Management Agreement was effective December 1, 2013 and originally expired on December 31, 2016 On September 30, 2016 the Company and Algar mutually agreed to terminate the Management Agreement. For the year ended December 31, 2014, Algar earned a bonus of $428.0 thousand that was accrued by ISA. This amount was reduced by $50.0 thousand related to the real estate sale to SG&D, an entity owned by shareholders of Algar, including Mr. Garber. The bonus payable was further reduced on August 5, 2015, when the Company entered into a Stock Purchase Agreement with Algar, whereby the Company issued 50.7 thousand shares of its common stock to Algar for aggregate consideration equal to $189.0 thousand based on the fair value of the Company's common stock. The consideration was payable in the form of a reduction of the Company’s $378.0 thousand accrued but unpaid bonus compensation due $ 189.0 2014 As of the Termination Effective Date, the Company and Algar mutually terminated the Management Agreement. three September 30, 2016 ten September 30, 2016 September 30, 2016 March 31, 2017 Other transactions with Algar: During 2016 2016 Board of Directors' fees and consulting fees: The Company pays board and committee fees to non-employee directors. Related to these transactions, the Company has accounts payable balances to the Board of Directors for fees and consulting fees, along with related expense at and as of March 31, 2017 2016 LK Property Investments, LLC: On April 30, 2015, ISA Real Estate LLC sold to LK Property, an entity principally owned by Daniel M. Rifkin, CEO of MetalX and the principal owner of RCP, a 4.4 acre parcel of real estate, located at 6709 On April 30, 2015, the Company entered into a lease agreement with LK Property, for a portion of the 4.4 acre parcel of real estate located at 6709 MetalX: During 2017 2016 9 Related party balances are as follows, in thousands: 2017 2016 K&R, LLC and 7100 LLC: Deposit amounts owed to the Company by related parties (1) $ 42 $ 42 Note payable to related parties (3) 1,504 1,504 Accrued interest to related parties (2) 81 63 Facility rent payable to related parties (2) 198 176 Equipment rent payable to related parties (2) 15 15 Facility rent expense to related parties (4) 161 161 Equipment rent expense to related parties (4) — 15 Interest expense to related parties (4) 19 — Algar, Inc.: Bonus payable to Algar (2), (5) $ — $ 180 Revenue from scrap sales to Algar (4), (6) — 12 Revenue from logistical services to Algar (4) , (6) — 27 Revenue from IT services to Algar (4) , (6) — 7 Scrap material purchases from Algar (4) , (6) — 391 Management fee expense (4) , (6) — 63 Bonus expense to Algar (4) , (6) — 100 Other expenses to Algar (4) , (6) — 6 Board of Directors: * Accounts payable to the Board of Directors for fees (2) $ 139 $ 144 Board of director fee expense (4) 88 2 LK Property Investments, LLC: Lease deposit to LK Property (1) $ 3 $ 3 Rent expense to LK Property** (4) 9 9 Metal X, LLC: Accounts receivable from Metal X (1) $ — $ 105 Revenue from product sales to Metal X (4) 188 12 * Excludes insignificant amount of travel reimbursement. **Excludes amounts reimbursed to LK Properties for utilities and property tax. ( 1 March 31, 2017 December 31, 2016 ( 2 March 31, 2017 December 31, 2016 ( 3 March 31, 2017 December 31, 2016 ( 4 March 31, 2017 March 31, 2016 (5) The 2016 balance includes the bonus payable amount at December 31, 2016 as this amount was earned on September 30, 2016 while Algar was a related party. The bonus payable was paid on March 31, 2017. (6) The Company excluded all 2017 balances related to Algar as the related party relationship ended on September 30, 2016. |
SHARE-BASED COMPENSATION AND OT
SHARE-BASED COMPENSATION AND OTHER COMPENSATION AGREEMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation and Other Compensation Agreements | NOTE 7– SHARE-BASED COMPENSATION AND OTHER COMPENSATION AGREEMENTS Following is a summary of stock option activity and number of shares reserved for outstanding options: Options N umber of shares (in thousands) Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Weighted Average Grant Date Fair Value Outstanding at December 31, 2015 2,172 $ 5.02 1.70 years $ 2.24 Cancelled (1,670 ) 5.10 — 2.18 Outstanding at December 31, 2016 502 $ 4.78 2.07 years $ 2.43 Outstanding at March 31, 2017 502 $ 4.78 1.82 years $ 2.43 Exercisable at March 31, 2017 502 $ 4.78 1.82 years $ 2.43 Securities available for grant at March 31, 2017 1,636 *Securities available for grant include securities available for stock option grants and RSUs. Option Grants: As described in Note 1 - Summary of Significant Accounting Policies and General and Note 6 - Related Party Transactions, as of December 1, 2013, subject to shareholder approval (which was received during 2014) and vesting provisions, the Company granted options to purchase a total of 1.5 million shares of its common stock to Algar at a per share exercise price of $5.00 pursuant to the Management Agreement. At the annual meeting of shareholders of the Company on October 15, 2014, shareholders approved the issuance of these options. The first 375.0 thousand share options vested and became exercisable on December 1, 2013. The second 375.0 thousand share options vested and became exercisable after the market price of the Company's common stock reached $6.00 per share during 2014. The third 375.0 thousand share options would have vested and become exercisable only if and after the market price of the Company's common stock reached $8.00 per share or Company revenue following an acquisition increased by $90.0 million . The fourth 375.0 thousand share options would have vested and become exercisable only if and after the market price of the Company's common stock reached $9.00 per share or Company revenue following an acquisition increased by $120.0 million . On September 30, 2016, the Company and Algar mutually agreed to terminate the Management Agreement between them dated as of December 1, 2013. In connection with the termination of the Management Agreement, the Stock Option Agreement was also terminated. See Note 6 - Related Party Transactions for further details. In January 2015, the Company awarded options to purchase 20.0 thousand shares of the Company's common stock to its Chief Financial Officer. These options were scheduled to vest over a three six months thereafter until the three year anniversary of the grant date. The exercise price per share of the options was $5.71, the fair value of the underlying common stock as of the grant date. These options were cancelled on June 15, 2016. See below for further details. Restricted Stock Unit Grants: On March 25, 2016, our Compensation Committee granted 32.0 thousand restricted stock units (“RSUs”) to the Company’s Chief Financial Officer (the “CFO”), under the LTIP pursuant to a Restricted Stock Unit Grant Agreement (the “RSU Agreement”). The RSUs were granted to the CFO in lieu of other compensation and as partial payment of the CFO’s bonus related to certain milestone accomplishments during 2015 and early 2016. The grant date fair value is based on the Company's closing common stock price on the day immediately prior to the date of grant. The grant date fair value was $90.2 thousand and has been recognized as expense in the accompanying Condensed Consolidated Statement of Operations. Each RSU vested on April 1, 2016 and represents the right to receive one share of the Company’s common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU Agreement and the Plan. On March 29, 2016, the Compensation Committee granted 11.4 thousand RSUs to an employee under the LTIP pursuant to an RSU agreement. The grant date fair value is based on the Company's closing common stock price on the day immediately prior to the date of grant. The grant date fair value was $32.0 thousand and will be recognized as expense beginning in the second quarter of 2016. Each RSU vests on March 29, 2018 and represents the right to receive one share of the Company's common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU Agreement and the Plan. On June 15, 2016, at the Company's annual meeting, the Company's shareholders approved a one-time stock option exchange for the CFO as an alternative to a direct repricing of options previously granted to the CFO. The stock option exchange allowed the Company to cancel 170.0 thousand stock options, including 20.0 thousand 90.0 thousand RSUs to the CFO. T he RSUs vest as follows if and to the extent that the CFO remains employed by the Company through each of the following dates: (i) on July 1, 2016, 50.00% ( 45,000 December 31, 2016 11,250 11,250 December 31, 2017 11,250 11,250 Each RSU represents the right to receive one share of the Company's common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU Agreement and the Plan. The CFO has continued his employment by the Company through March 31, 2017 and the related 56,250 RSUs vested and became nonforfeitable. Following is a summary of RSU activity: Restricted Stock Units Number of shares (in thousands) Weighted Average Remaining Contractual Term Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 45.1 1.05 years $ 2.23 Outstanding at March 31, 2017 45.1 0.80 years $ 2.23 Non-Equity Transactions: Under a retention agreement with the Company's CFO dated March 25, 2016, the Company will pay the CFO bonuses of $100.0 thousand and $125.0 thousand on each of December 31, 2016 December 31, 2017 On September 30, 2016, the Company entered into retention agreements ("Retention Agreements") with certain management employees (individually "Staff Member"). Under the Retention Agreement, if the Staff Member remains continuously employed by the Company through and including the date which is the first to occur of: (a) the date of a change in control of the Company; (b) the date the Staff Member is terminated without cause; and (c) December 31, 2017 December 31, 2017 $53.1 thousand March 31, 2017 |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 8 - LEGAL PROCEEDINGS The Company has litigation from time to time, including employment-related claims, none of which the Company currently believes to be material. Our operations are subject to various environmental statutes and regulations, including laws and regulations addressing materials used in the processing of our products. In addition, certain of our operations are subject to federal, state and local environmental laws and regulations that impose limitations on the discharge of pollutants into the air and water and establish standards for the treatment, storage and disposal of solid and hazardous wastes. Failure to maintain or achieve compliance with these laws and regulations or with the permits required for our operations could result in substantial operating costs and capital expenditures, in addition to fines and civil or criminal sanctions, third party claims for property damage or personal injury, cleanup costs or temporary or permanent discontinuance of operations. Certain of the Company's facilities have been in operation for many years and, over time, the Company and other predecessor operators of these facilities have generated, used, handled and disposed of hazardous and other regulated wastes. Environmental liabilities in material amounts could exist, including cleanup obligations at these facilities or at off-site locations where the Company disposed of materials from its operations, which could result in future expenditures that the Company cannot currently estimate and which could reduce its profits. The Company records liabilities for remediation and restoration costs related to past activities when its obligation is probable and the costs can be reasonably estimated. Costs of future expenditures for environmental remediation are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable. Costs of ongoing compliance activities related to current operations are expensed as incurred. Such compliance has not historically constituted a material expense to the Company. |
FINANCING AND RELATED MATTERS
FINANCING AND RELATED MATTERS | 3 Months Ended |
Mar. 31, 2017 | |
Financing and Related Matters [Abstract] | |
Financing and Related Matters | NOTE 9 - FINANCING AND RELATED MATTERS Securities Purchase Agreement On June 13, 2014, the Company issued 857,143 shares of the Company's common stock pursuant to a Securities Purchase Agreement (the "Securities Purchase Agreement") to RCP, an investment entity principally owned by Daniel M. Rifkin, the founder and CEO of MetalX, for an aggregate purchase price of $3.0 million. Pursuant to the Securities Purchase Agreement, the Company also issued to RCP a five 857,143 additional shares of the Company's common stock, exercisable 6 months after the date of the Securities Purchase Agreement for an exercise price of $5.00 per share and expiring June 13, 2019. The net proceeds were allocated between common stock and warrants based on the relative fair value of the common stock and the warrants. The Securities Purchase Agreement provides RCP with preemptive rights and a right of first refusal with respect to future securities offerings by the Company. The Company used the proceeds from the Securities Purchase Agreement for general corporate purposes including debt reduction, growth initiatives, capital expenditures, and review of potential acquisitions. On June 13, 2014, in connection with the Securities Purchase Agreement, the Company and the Investor entered into a Registration Rights Agreement (the "Registration Rights Agreement"), under which the Company (a) prepared and filed a registration statement no later than December 12, 2014 and (b) caused the registration statement to be declared effective by the Securities and Exchange Commission no later than February 1, 2015 for (i) agreed to resales of the common stock issued to the Investor under the Securities Purchase Agreement, and (ii) agreed to resales of any shares of common stock issuable upon exercise of the warrant. Director Designation Agreement On June 13, 2014, in connection with the Securities Purchase Agreement, the Company and RCP entered into a Director Designation Agreement (the "Director Designation Agreement") pursuant to which RCP will have the right to designate, and require the Company's Board to appoint, up to two directors (each, a " Designated Director "). As of the date of this report, RCP had the right to designate one director. A Designated Director will hold office until (i) his or her term expires and such Designated Director's successor designated by RCP has been appointed or (ii) such Designated Director's earlier death, disability, disqualification, resignation or removal, and RCP shall have the right to appoint any successor to such Designated Director. RCP's designation rights terminate at such time that RCP and its affiliates collectively hold less than 5% of the Company's outstanding common stock. Pursuant to the Director Designation Agreement, the Company and RCP agreed that the designation and appointment of the Designated Director nominees will not violate applicable law and will not cause the Company to become delisted from any securities exchange or other trading market. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Liquidity | Liquidity During the first quarter of 2017, the Company amended and extended its working capital line of credit. The Company expects operating cash flow and borrowings under its working capital line of credit to be sufficient to meet its ongoing obligations. Influenced by the scrap metal market downturn from late 2014 through 2016, the Company's sources of liquidity during this time primarily consisted of proceeds from asset and equity sales as well as the idling of the auto shredder and refinancing of its working capital line of credit. Additional information, including the steps the Company took, is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, on file with the Securities and Exchange Commission. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The Accounting Standards Codification ("ASC") as produced by the Financial Accounting Standards Board ("FASB") is the sole source of authoritative GAAP. The information furnished includes all adjustments, which are, in the opinion of management, necessary to present fairly our financial position as of March 31, 2017 and the results of our operations and changes in our cash flows for the periods ended March 31, 2017 and 2016 March 31, 2017 are not necessarily indicative of the results that may be expected for the entire year. Additional information, including the audited December 31, 2016 consolidated financial statements and the Summary of Significant Accounting Policies, is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 , on file with the Securities and Exchange Commission. |
Estimates | Estimates In preparing the consolidated financial statements in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, management must make estimates and assumptions. These estimates and assumptions affect the amounts reported for assets, liabilities, revenues and expenses, as well as affecting the disclosures provided. Examples of estimates include the allowance for doubtful accounts, estimates of deferred income tax assets and liabilities, estimates of inventory balances, and estimates of stock option and warrant values. The Company also uses estimates when assessing fair values of assets and liabilities acquired in business acquisitions as well as any fair value and any related impairment charges related to the carrying value of inventory and machinery and equipment and other long-lived assets. Despite the Company’s intention to establish accurate estimates and use reasonable assumptions, actual results may differ from these estimates. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Upon consolidation, all inter-company accounts, transactions and profits have been eliminated. |
Fair Value | Fair Value The Company carries certain of its financial assets and liabilities at fair value on a recurring basis. These financial assets and liabilities are composed of cash and cash equivalents. Long-term debt is carried at cost, and the fair value is disclosed herein. In addition, the Company measures certain assets, such as long-lived assets, at fair value on a non-recurring basis to evaluate those assets for potential impairment. 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. In accordance with applicable accounting standards, the Company categorizes its financial assets and liabilities into the following fair value hierarchy: Level 1 – Financial assets and liabilities with values based on unadjusted quoted prices for identical assets or liabilities in an active market. Examples of Level 1 financial instruments include active exchange-traded securities. Level 2 – Financial assets and liabilities with values based on quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Examples of Level 2 financial instruments include various types of interest-rate and commodity-based derivative instruments, and various types of fixed-income investment securities. Pricing models are utilized to estimate fair value for certain financial assets and liabilities categorized in Level 2. Level 3 – Financial assets and liabilities with values based on prices or valuation techniques that require inputs that are both unobservable in the market and significant to the overall fair value measurement. These inputs reflect management’s judgment about the assumptions that a market participant would use in pricing the asset or liability, and are based on the best available information, some of which is internally developed. When determining the fair value measurements for financial assets and liabilities carried at fair value on a recurring basis, the Company considers the principal or most advantageous market in which it would transact and consider assumptions that market participants would use when pricing the asset or liability. When possible, ISA looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Company looks to market observable data for similar assets and liabilities. Nevertheless, certain assets and liabilities are not actively traded in observable markets, and the Company uses alternative valuation techniques to derive fair value measurements. The Company uses the fair value methodology outlined in the related accounting standards to value the assets and liabilities for cash and debt. All of our cash is defined as Level 1 In accordance with this guidance, the following table represents our fair value hierarchy for Level 1 and Level 2 financial instruments at March 31, 2017 (in thousands): Fair Value at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Assets: Level 1 Level 2 Total Cash and cash equivalents $ 503 $ — $ 503 Liabilities: Current maturities of long-term debt $ — $ (4,035 ) $ (4,035 ) Long-term debt, related partie — (1,187 ) (1,187 ) |
Common Stock and Share-based Compensation Arrangements | Common Stock and Share-based Compensation Arrangements The Company has a Long Term Incentive Plan adopted in 2009 ("LTIP") under which it may grant equity awards for up to 2.4 million shares of common stock, which are reserved by the Board of Directors for issuance of equity awards. The Company provides compensation benefits by granting stock options and other share-based awards to employees and directors. The exercise price of each option is equal to the market price of the Company's stock on the date of grant. The maximum term of the option is five years. The plan is accounted for based on FASB’s authoritative guidance titled "ASC 718 - Compensation - Stock Compensation. " The Company recognizes share-based compensation expense for the fair value of the awards, on the date granted, on a straight-line basis over their vesting term (service period). Compensation expense is recognized only for share-based payments expected to vest. The Company estimates forfeitures at the date of grant based on the Company's historical experience and future expectations. The Company uses the grant date stock price to value the Company's restricted stock units. The fair value of each restricted stock unit is estimated on the date of grant. The Company uses the Modified Black-Scholes-Merton option-pricing model to value the Company's stock options for each employee stock option award. See Note 7 - Share Based Compensation. Using these option pricing models, the fair value of each stock option award is estimated on the date of grant. There are two significant inputs into the stock option pricing models: expected volatility and expected term. The Company estimates expected volatility based on traded option volatility of the Company's stock over a term equal to the expected term of the option granted. The expected term of stock option awards granted is derived from historical exercise experience under the Company's stock option plans and represents the period of time that stock option awards granted are expected to be outstanding. The expected term assumption incorporates the contractual term of an option grant, as well as the vesting period of an award. The risk-free interest rate is based on the implied yield on a U.S. Treasury constant maturity with a remaining term equal to the expected term of the option granted. The assumptions used in calculating the fair value of stock-based payment awards represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if factors change and different assumptions are used, stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate, and only recognize expense for those shares expected to vest. If the actual forfeiture rate is materially different from the estimate, the stock-based compensation expense could be significantly different from what was recorded in the current period. Treasury shares or new shares are issued for exercised options. The Company does not expect to repurchase any additional shares within the following annual period to accommodate the exercise of outstanding stock options. Under the LTIP, the Company may grant any of these types of awards: non-qualified and incentive stock options; stock appreciation rights; and other stock awards including stock units, restricted stock units, performance shares, performance units and restricted stock. The performance goals that the Company may use for such awards will be based on any one or more of the following performance measures: cash flow; earnings; earnings per share; market value added or economic value added; profits; return on assets; return on equity; return on investment; revenues; stock price; or total shareholder return. The LTIP is administered by a committee selected by the Board consisting of two or more outside members of the Board. The Committee may grant one or more awards to our employees, including our officers, our directors and consultants, and will determine the specific employees who will receive awards under the plan and the type and amount of any such awards. A participant who receives shares of stock awarded under the plan must hold those shares for six months before the participant may dispose of such shares. S ubject to shareholder approval and restrictions on exercisability set forth in a Stock Option Agreement entered into on December 2, 2013 between the Company and Algar (the “Stock Option Agreement”), the Company granted Algar an option to purchase a total of 1.5 million shares (in four tranches) of Company common stock (the "Algar Options") at an exercise price per share of $5.00. The Algar Options were not issued under the LTIP. The Company's shareholders approved the Algar Options on October 15, 2014. On September 30, 2016 Note 6 - Related Party Transactions for further details The Company used the Lattice-Based model to value the Company's stock options for the Algar Options due to market and performance conditions prior to September 30, 2016 See Note 7 - Share Based Compensation. The fair value of the Algar Options was estimated at the end of each quarter for the third and fourth tranches due to ongoing performance conditions. For the first two tranches, the conditions for vesting were met. |
Other Comprehensive Income | Other Comprehensive Income The Company previously entered into interest rate swaps to assist in managing commodity price risk. The effective portions of changes in the fair value of the derivatives were recorded as a component of other comprehensive income. The Company fully settled the previously outstanding interest rate swap in December 2015. During 2016 and 2017, the Company did not use any derivative instruments, including commodity hedges to assist in managing commodity price risk. As such, the Company has no activity in other comprehensive income and has no Condensed Consolidated Statements of Comprehensive Income included in the financial statements. |
Subsequent Events | Subsequent Events The Company has evaluated the period from March 31, 2017 On April 26, 2017, certain borrowing base restrictions were satisfied with MidCap Business Credit LLC ("MidCap") which resulted in an increase in availability of $1.75 million. S ee Note 3 - Long Term Debt and Notes Payable to Bank for additional information. In May 2017, the Company restarted its auto shredder for commercial production. The Company intends to run the auto shredder in the normal course of business subject to market conditions and operating needs. |
Impact of Recently Issued Accounting Standards | Impact of Recently Issued Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in ASU 2014-09 affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is not permitted. The Company is evaluating the potential impact of the adoption of ASU 2014-09 on the Condensed Consolidated Financial Statements. The Company does not expect a material impact from the adoption of ASU 2014-09 on the Condensed Consolidated Financial Statements. In August 2014, the FASB issued ASU No. 2014-15 Presentation of Financial Statements-Going Concern (Subtopic 205-40) In July 2015, the FASB issued ASU 2015-11, Inventory, which simplifies the measurement principle of inventories valued under the First-In, First-Out ("FIFO") or weighted average methods from the lower of cost or market to the lower of cost and net realizable value. ASU 2015-11 is effective for reporting periods beginning after December 15, 2016 including interim periods within those annual periods. The Company adopted the standard in the fourth quarter of 2016 and noted no material impact on the Condensed Consolidated Financial Statements. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which requires that deferred tax assets and liabilities be classified as noncurrent on the consolidated balance sheet. ASU 2015-17 is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. Upon adoption, ASU 2015-17 may be applied either prospectively or retrospectively. The Company adopted the standard in the first quarter of 2017 and noted no material impact on the Condensed Consolidated Financial Statements. In February 2016, the FASB issued ASU No. 2016-02, Leases , to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets (“lessees”) to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee’s right to use, or control use of, a specified asset for the lease term. The amendments in this ASU simplify the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. This ASU leaves the accounting for the organizations that own the assets leased to the lessee (“lessor”) largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is evaluating the potential impact of ASU 2016-02 on the Condensed Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which provides guidance to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company is evaluating the potential impact of ASU 2016-13 on the Condensed Consolidated Financial Statements In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, Classification of Certain Cash Receipts and Cash Payments , which provides guidance on eight specific cash flow issues. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. Upon adoption, ASU 2016-15 should be applied retrospectively. The Company is evaluating the potential impact of ASU 2016-15 on the Condensed Consolidated Financial Statements . The Company does not expect a material impact from the adoption of ASU 2016-15 on the Condensed Consolidated Financial Statements . |
INVENTORIES (Policies)
INVENTORIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory, Policy | The Company's inventories primarily consist of ferrous and non-ferrous scrap metals, and are valued at the lower of average purchased cost or net realizable value ("NRV") based on the specific scrap commodity. See Impact of Recently Issued Accounting Standards at the end of Note 1. Quantities of inventories are determined based on the Company's inventory systems and are subject to periodic physical verification using estimation techniques including observation, weighing and other industry methods. The Company recognizes inventory impairment and related adjustments when the NRV, based upon current market pricing, falls below recorded value or when the estimated volume is less than the recorded volume of the inventory. The Company records the loss in cost of sales in the period during which the loss is identified. |
SHARE-BASED COMPENSATION AND 18
SHARE-BASED COMPENSATION AND OTHER COMPENSATION AGREEMENTS (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Stock and Share-based Compensation Arrangements | Common Stock and Share-based Compensation Arrangements The Company has a Long Term Incentive Plan adopted in 2009 ("LTIP") under which it may grant equity awards for up to 2.4 million shares of common stock, which are reserved by the Board of Directors for issuance of equity awards. The Company provides compensation benefits by granting stock options and other share-based awards to employees and directors. The exercise price of each option is equal to the market price of the Company's stock on the date of grant. The maximum term of the option is five years. The plan is accounted for based on FASB’s authoritative guidance titled "ASC 718 - Compensation - Stock Compensation. " The Company recognizes share-based compensation expense for the fair value of the awards, on the date granted, on a straight-line basis over their vesting term (service period). Compensation expense is recognized only for share-based payments expected to vest. The Company estimates forfeitures at the date of grant based on the Company's historical experience and future expectations. The Company uses the grant date stock price to value the Company's restricted stock units. The fair value of each restricted stock unit is estimated on the date of grant. The Company uses the Modified Black-Scholes-Merton option-pricing model to value the Company's stock options for each employee stock option award. See Note 7 - Share Based Compensation. Using these option pricing models, the fair value of each stock option award is estimated on the date of grant. There are two significant inputs into the stock option pricing models: expected volatility and expected term. The Company estimates expected volatility based on traded option volatility of the Company's stock over a term equal to the expected term of the option granted. The expected term of stock option awards granted is derived from historical exercise experience under the Company's stock option plans and represents the period of time that stock option awards granted are expected to be outstanding. The expected term assumption incorporates the contractual term of an option grant, as well as the vesting period of an award. The risk-free interest rate is based on the implied yield on a U.S. Treasury constant maturity with a remaining term equal to the expected term of the option granted. The assumptions used in calculating the fair value of stock-based payment awards represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if factors change and different assumptions are used, stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate, and only recognize expense for those shares expected to vest. If the actual forfeiture rate is materially different from the estimate, the stock-based compensation expense could be significantly different from what was recorded in the current period. Treasury shares or new shares are issued for exercised options. The Company does not expect to repurchase any additional shares within the following annual period to accommodate the exercise of outstanding stock options. Under the LTIP, the Company may grant any of these types of awards: non-qualified and incentive stock options; stock appreciation rights; and other stock awards including stock units, restricted stock units, performance shares, performance units and restricted stock. The performance goals that the Company may use for such awards will be based on any one or more of the following performance measures: cash flow; earnings; earnings per share; market value added or economic value added; profits; return on assets; return on equity; return on investment; revenues; stock price; or total shareholder return. The LTIP is administered by a committee selected by the Board consisting of two or more outside members of the Board. The Committee may grant one or more awards to our employees, including our officers, our directors and consultants, and will determine the specific employees who will receive awards under the plan and the type and amount of any such awards. A participant who receives shares of stock awarded under the plan must hold those shares for six months before the participant may dispose of such shares. S ubject to shareholder approval and restrictions on exercisability set forth in a Stock Option Agreement entered into on December 2, 2013 between the Company and Algar (the “Stock Option Agreement”), the Company granted Algar an option to purchase a total of 1.5 million shares (in four tranches) of Company common stock (the "Algar Options") at an exercise price per share of $5.00. The Algar Options were not issued under the LTIP. The Company's shareholders approved the Algar Options on October 15, 2014. On September 30, 2016 Note 6 - Related Party Transactions for further details The Company used the Lattice-Based model to value the Company's stock options for the Algar Options due to market and performance conditions prior to September 30, 2016 See Note 7 - Share Based Compensation. The fair value of the Algar Options was estimated at the end of each quarter for the third and fourth tranches due to ongoing performance conditions. For the first two tranches, the conditions for vesting were met. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | In accordance with this guidance, the following table represents our fair value hierarchy for Level 1 and Level 2 financial instruments at March 31, 2017 (in thousands): Fair Value at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Assets: Level 1 Level 2 Total Cash and cash equivalents $ 503 $ — $ 503 Liabilities: Current maturities of long-term debt $ — $ (4,035 ) $ (4,035 ) Long-term debt, related partie — (1,187 ) (1,187 ) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories for ferrous and non-ferrous materials | I n ventorie March 31, 2017 and December 31, 2016 consist of the following: March 31, 2017 (unaudited) December 31, 2016 (in thousands) R aw materials $ 2,730 $ 2,222 Finished goods 633 805 Processing costs 500 410 Total inventories for sale $ 3,863 $ 3,437 |
LONG TERM DEBT AND NOTES PAYA21
LONG TERM DEBT AND NOTES PAYABLE TO BANK (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term | Long term debt as of March 31, 2017 and December 31, 2016 consisted of the following: March 31 December 31 2017 2016 (unaudited) (in thousands) Revolving credit facility with MidCap, see above description for additional details $ 4,035 $ 2,942 K&R, LLC related party note (See Note 6 884 884 7100 6 620 620 5,539 4,446 Less current maturities 4,035 2,942 $ 1,504 $ 1,504 |
Schedule of Maturities of Long-term Debt | The annual contractual maturities of long term debt (in thousands) for the next five twelve March 31 2018 $ — 2019 — 2020 4,035 2021 1,504 2022 — Total $ 5,539 |
LEASE COMMITMENTS (Tables)
LEASE COMMITMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
Schedule of future minimum lease payments for operating leases | Future minimum lease payments for operating leases for the next five twelve March 31 of each year, in thousands, as o f March 31, 2017 a Related Party Other Total 2018 $ 521 $ 67 $ 588 2019 36 — 36 2020 2 — 2 2021 — — — 2022 — — — Future minimum lease payments $ 559 $ 67 $ 626 |
Schedule of future minimum lease payments for capital leases | Future minimum lease payments for the next five twelve March 31 March 31, 2017 Total Principal Interest 2018 $ 359 $ 254 $ 105 2019 376 297 79 2020 376 326 50 2021 374 356 18 2022 — — — $ 1,485 $ 1,233 $ 252 |
PER SHARE DATA (Tables)
PER SHARE DATA (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The computation for basic and diluted earnings (loss) per share is as follows: Three March 31, 2017 compared to three months ended March 31, 2016 : 2017 2016 (in thousands, except per share information) Basic loss per share Net loss $ (271 ) $ (1,425 ) Weighted average shares outstanding 8,075 8,019 Basic loss per share $ (0.03 ) $ (0.18 ) Diluted loss per share Net loss $ (271 ) $ (1,425 ) Weighted average shares outstanding 8,075 8,019 Add dilutive effect of assumed exercising of stock options and warrants — — Diluted weighted average shares outstanding 8,075 8,019 Diluted loss per share $ (0.03 ) $ (0.18 ) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related party balances are as follows, in thousands: 2017 2016 K&R, LLC and 7100 LLC: Deposit amounts owed to the Company by related parties (1) $ 42 $ 42 Note payable to related parties (3) 1,504 1,504 Accrued interest to related parties (2) 81 63 Facility rent payable to related parties (2) 198 176 Equipment rent payable to related parties (2) 15 15 Facility rent expense to related parties (4) 161 161 Equipment rent expense to related parties (4) — 15 Interest expense to related parties (4) 19 — Algar, Inc.: Bonus payable to Algar (2), (5) $ — $ 180 Revenue from scrap sales to Algar (4), (6) — 12 Revenue from logistical services to Algar (4) , (6) — 27 Revenue from IT services to Algar (4) , (6) — 7 Scrap material purchases from Algar (4) , (6) — 391 Management fee expense (4) , (6) — 63 Bonus expense to Algar (4) , (6) — 100 Other expenses to Algar (4) , (6) — 6 Board of Directors: * Accounts payable to the Board of Directors for fees (2) $ 139 $ 144 Board of director fee expense (4) 88 2 LK Property Investments, LLC: Lease deposit to LK Property (1) $ 3 $ 3 Rent expense to LK Property** (4) 9 9 Metal X, LLC: Accounts receivable from Metal X (1) $ — $ 105 Revenue from product sales to Metal X (4) 188 12 * Excludes insignificant amount of travel reimbursement. **Excludes amounts reimbursed to LK Properties for utilities and property tax. ( 1 March 31, 2017 December 31, 2016 ( 2 March 31, 2017 December 31, 2016 ( 3 March 31, 2017 December 31, 2016 ( 4 March 31, 2017 March 31, 2016 (5) The 2016 balance includes the bonus payable amount at December 31, 2016 as this amount was earned on September 30, 2016 while Algar was a related party. The bonus payable was paid on March 31, 2017. (6) The Company excluded all 2017 balances related to Algar as the related party relationship ended on September 30, 2016. |
SHARE-BASED COMPENSATION AND 25
SHARE-BASED COMPENSATION AND OTHER COMPENSATION AGREEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Following is a summary of stock option activity and number of shares reserved for outstanding options: Options N umber of shares (in thousands) Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Weighted Average Grant Date Fair Value Outstanding at December 31, 2015 2,172 $ 5.02 1.70 years $ 2.24 Cancelled (1,670 ) 5.10 — 2.18 Outstanding at December 31, 2016 502 $ 4.78 2.07 years $ 2.43 Outstanding at March 31, 2017 502 $ 4.78 1.82 years $ 2.43 Exercisable at March 31, 2017 502 $ 4.78 1.82 years $ 2.43 Securities available for grant at March 31, 2017 1,636 *Securities available for grant include securities available for stock option grants and RSUs. |
Summary of restricted stock units | Following is a summary of RSU activity: Restricted Stock Units Number of shares (in thousands) Weighted Average Remaining Contractual Term Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 45.1 1.05 years $ 2.23 Outstanding at March 31, 2017 45.1 0.80 years $ 2.23 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Fair Value of Financial Instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | May 01, 2016 |
Liabilities, Fair Value Disclosure [Abstract] | |||
Long-term debt, related parties | $ (1,504) | $ (1,504) | |
Capital lease obligations | (1,000) | $ (1,300) | |
Fair Value, Measurements, Recurring [Member] | Fair value | |||
Assets, Fair Value Disclosure [Abstract] | |||
Cash and cash equivalents | 503 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Current maturities of long-term debt | (4,035) | ||
Long-term debt, related parties | (1,187) | ||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Cash and cash equivalents | 503 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Current maturities of long-term debt | 0 | ||
Long-term debt, related parties | 0 | ||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Cash and cash equivalents | 0 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Current maturities of long-term debt | (4,035) | ||
Long-term debt, related parties | $ (1,187) |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Stock Option Plan) (Details) shares in Millions | Dec. 02, 2013tranche$ / sharesshares | Mar. 31, 2017tranche | Dec. 31, 2009shares |
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available under plan | shares | 2.4 | ||
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum term of options | 5 years | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Holding Period | 6 months | ||
Algar, Inc. [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options (in Shares) | shares | 1.5 | ||
Algar, Inc. [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of tranches | tranche | 4 | ||
Exercise price (USD per Share) | $ / shares | $ 5 | ||
Number of tranches subject to performance condition evaluation | tranche | 2 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Subsequent Events) (Details) $ in Thousands | Apr. 26, 2017USD ($) |
MidCap 2016 Loan [Member] | Line of Credit [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Remaining borrowing capacity | $ 1,750 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Inventory [Line Items] | ||
Inventory adjustment for lower of cost or NRV | $ 0 | |
Raw Materials | 2,730 | $ 2,222 |
Finished Goods | 633 | 805 |
Processing Costs | 500 | 410 |
Total inventories for sale | $ 3,863 | $ 3,437 |
LONG TERM DEBT AND NOTES PAYA30
LONG TERM DEBT AND NOTES PAYABLE TO BANK LONG TERM DEBT AND NOTES PAYABLE TO BANK (MidCap) (Details) - USD ($) | Feb. 29, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Loan fees paid and capitalized | $ 80,000 | $ 241,000 | ||
Line of Credit [Member] | MidCap 2016 Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 8,000,000 | $ 6,000,000 | ||
Line of Credit Facility Borrowing Capacity Percent of Eligible Domestic Accounts Receivable | 85.00% | |||
Eligible inventory | $ 2,500,000 | |||
Percent of eligible inventory | 75.00% | |||
Line of Credit Facility Borrowing Capacity Appraised Net Forced Liquidation Value Of Eligible Fixed Assets | $ 400,000 | |||
Percent of eligible fixed assets | 40.00% | |||
Minimum borrowing capacity required | $ 350,000 | |||
Fixed Charge Coverage Ratio, multiple used to replace the covenant | 1.1 | |||
Loan fees paid and capitalized | $ 20,000 | |||
Line of Credit [Member] | MidCap 2016 Loan [Member] | Debt Instrument, Redemption, Period One [Member] | ||||
Debt Instrument [Line Items] | ||||
Prepayment fee, less than 12 months | $ 120,000 | |||
Line of Credit, Prepayment Fee, Period to Refinance | 1 year | |||
Line of Credit [Member] | MidCap 2016 Loan [Member] | Debt Instrument, Redemption, Period Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Prepayment fee, greater than 12 months | $ 60,000 | |||
Line of Credit, Prepayment Fee, Period to Refinance | 1 year | |||
Line of Credit [Member] | MidCap 2016 Loan [Member] | Debt Instrument, Redemption, Period Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Commitment Fee Amount | $ 60,000 | |||
Line of Credit, Prepayment Fee, Period to Refinance | 18 months | |||
Equipment Sublimit [Member] | Line of Credit [Member] | MidCap 2016 Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Eligible inventory | $ 500,000 | |||
Percent of eligible inventory accounts receivable | 85.00% | |||
Eligible accounts receivable | $ 2,500,000 | |||
Percent of eligible inventory | 75.00% | |||
Percent of eligible fixed assets | 40.00% | 45.00% | ||
Amortization period for equipment sublimit (in months) | 60 months | |||
Line of Credit Facility Borrowing Capacity Eligible Fixed Assets | $ 1,750,000 | |||
Secured Debt [Member] | Line of Credit [Member] | MidCap 2016 Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 6,000,000 | |||
Collateral-monitoring fee percent | 0.275% | |||
Annual facility fee | 1.00% | |||
Unused line fee percent | 0.50% | |||
Minimum borrowing capacity required | $ 350,000 | |||
Amount eligible for sale or refinance | $ 3,000,000 | |||
Remaining borrowing capacity | $ 700,000 | |||
Secured Debt [Member] | Line of Credit [Member] | MidCap 2016 Loan [Member] | Prime Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.50% | |||
Prime rate percent | 4.00% | |||
Interest rate increase | 3.00% |
LONG TERM DEBT AND NOTES PAYA31
LONG TERM DEBT AND NOTES PAYABLE TO BANK (Schedule of Long-Term Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 5,539 | $ 4,446 |
Less current maturities | 4,035 | 2,942 |
Long-term Debt | 1,504 | 1,504 |
Revolving credit facility with MidCap, see above description for additional details | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 4,035 | 2,942 |
K and R, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 884 | 884 |
Grade Lane 7100, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 620 | $ 620 |
LONG TERM DEBT AND NOTES PAYA32
LONG TERM DEBT AND NOTES PAYABLE TO BANK (Annual Maturities) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 0 | |
2,019 | 0 | |
2,020 | 4,035 | |
2,021 | 1,504 | |
2,022 | 0 | |
Total long-term debt | $ 5,539 | $ 4,446 |
LEASE COMMITMENTS (Narrative) (
LEASE COMMITMENTS (Narrative) (Details) | Aug. 31, 2015 | Apr. 30, 2015USD ($)a | Dec. 01, 2014USD ($) | Oct. 01, 2014USD ($) | Mar. 02, 2014USD ($) | May 31, 2016USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Feb. 28, 2014USD ($) |
Operating Leased Assets [Line Items] | |||||||||
Rent expense, gross | $ 206,900 | $ 316,200,000 | |||||||
Affiliated Entity, LK Property Investments, LLC [Member] | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Monthly rental payments | $ 3,000 | ||||||||
Termination notice period | 9090 days | ||||||||
Reimbursement percentage of property taxes | 40.00% | ||||||||
Facility [Member] | Louisville, Kentucky [Member] | K and R, LLC [Member] | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Monthly rent expense | $ 53,800 | ||||||||
Facility [Member] | Seymour, Indiana [Member] | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Lease renewal, option period | 3 years | ||||||||
Monthly rent expense | $ 8,000 | ||||||||
Monthly rent expense increase | $ 200 | ||||||||
Equipment [Member] | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Lease renewal, option period | 5 years | ||||||||
Equipment [Member] | Louisville, Kentucky [Member] | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Monthly rent expense | $ 28,900 | ||||||||
Equipment [Member] | Louisville, Kentucky [Member] | K and R, LLC [Member] | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Monthly rent expense | $ 5,000 | ||||||||
Property [Member] | Louisville, Kentucky [Member] | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Monthly rent expense | $ 3,800 | $ 3,500 | |||||||
Lease term | 19 months | ||||||||
ISA Real Estate LLC | Affiliated Entity, LK Property Investments, LLC [Member] | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Number of acres | a | 4.4 |
LEASE COMMITMENTS (Lease Paymen
LEASE COMMITMENTS (Lease Payments) (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Operating Leased Assets [Line Items] | |
2,018 | $ 588 |
2,019 | 36 |
2,020 | 2 |
2,021 | 0 |
2,022 | 0 |
Future minimum lease payments | 626 |
Related Party [Member] | |
Operating Leased Assets [Line Items] | |
2,018 | 521 |
2,019 | 36 |
2,020 | 2 |
2,021 | 0 |
2,022 | 0 |
Future minimum lease payments | 559 |
Other [Member] | |
Operating Leased Assets [Line Items] | |
2,018 | 67 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
Future minimum lease payments | $ 67 |
LEASE COMMITMENTS (Capital Leas
LEASE COMMITMENTS (Capital Leases - Narrative) (Details) - USD ($) | May 01, 2016 | Mar. 31, 2017 |
Leases [Abstract] | ||
Monthly payments for the first twelve months following the amendment date | $ 14,500 | |
Monthly payments for the reminder of the lease term | 31,300 | |
Capital lease obligation | $ 1,300,000 | $ 1,000,000 |
Weighted average cost of capital (as a percent) | 9.30% | |
Depreciation expense related to the Crane lease | 64,200 | |
Interest expense related to the Crane lease | $ 28,900 |
LEASE COMMITMENTS (Future Minim
LEASE COMMITMENTS (Future Minimum Lease Payments for Capital Leases) (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Future minimum lease payments for capital leases - Total | |
2,018 | $ 359 |
2,019 | 376 |
2,020 | 376 |
2,021 | 374 |
2,022 | 0 |
Total | 1,485 |
Future minimum lease payments for capital leases - Principal | |
2,018 | 254 |
2,019 | 297 |
2,020 | 326 |
2,021 | 356 |
2,022 | 0 |
Total | 1,233 |
Future minimum lease payments for capital leases - Interest | |
2,018 | 105 |
2,019 | 79 |
2,020 | 50 |
2,021 | 18 |
2,022 | 0 |
Total | $ 252 |
PER SHARE DATA (Details)
PER SHARE DATA (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Basic loss per share | ||
Net loss | $ (271) | $ (1,425) |
Weighted average shares outstanding (in Shares) | 8,075 | 8,019 |
Basic loss per share (in dollars per share) | $ (0.03) | $ (0.18) |
Diluted loss per share | ||
Net loss | $ (271) | $ (1,425) |
Weighted average shares outstanding (in Shares) | 8,075 | 8,019 |
Add dilutive effect of assumed exercising of stock options and warrants (in Shares) | 0 | 0 |
Diluted weighted average shares outstanding (in Shares) | 8,075 | 8,019 |
Diluted loss per share (in dollars per share) | $ (0.03) | $ (0.18) |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) | Aug. 05, 2015USD ($)shares | Apr. 30, 2015USD ($)a | Dec. 02, 2013USD ($) | Mar. 31, 2017USD ($)installment | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Feb. 29, 2016USD ($) | Dec. 31, 2014USD ($) | Sep. 13, 2013USD ($) |
Related Party Transaction [Line Items] | ||||||||||
Gain on the sale of equipment | $ 28,000 | $ 0 | ||||||||
Former Chairman and Chief Executive Officer [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage shares owned (in excess) | 20.00% | |||||||||
Affiliated Entity, LK Property Investments, LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Monthly rental payments | $ 3,000 | |||||||||
Termination notice period | 9090 days | |||||||||
Reimbursement percentage of property taxes | 40.00% | |||||||||
Algar, Inc. [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percent of year-over-year increase in pre-tax income for bonus | 10.00% | |||||||||
Accrued bonuses included in payable to related party | $ 428,000 | |||||||||
Percentage payable of year-over-year decrease in loss before income taxes for bonus | 10.00% | |||||||||
Algar, Inc. [Member] | President [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
President's salary, monthly | $ 20,800 | |||||||||
President's salary, annually | $ 250,000 | |||||||||
ISA Real Estate LLC | Affiliated Entity, LK Property Investments, LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of acres | a | 4.4 | |||||||||
Proceeds from sale of real estate | $ 1,000,000 | |||||||||
Gain on the sale of equipment | $ 102,000 | |||||||||
K and R, LLC [Member] | Affiliated Entity [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes Payable, Related Parties | $ 1,504,000 | $ 1,504,000 | ||||||||
Due from Related Parties | $ 32,000 | |||||||||
Due to Related Parties | 500,000 | |||||||||
K and R, LLC [Member] | Affiliated Entity [Member] | Louisville, Kentucky [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payable to related parties | $ 500,000 | |||||||||
Algar, Inc. [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction, Bonus Expense | 180,000 | |||||||||
Amount payable under management termination agreement | 20,880 | |||||||||
Amount payable in equal monthly installments under management termination agreement | $ 50,000 | |||||||||
Number of equal monthly installments to be paid on management termination agreement | installment | 3 | |||||||||
Algar, Inc. [Member] | Affiliated Entity [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accrued bonuses included in payable to related party | $ 378,000 | |||||||||
Accrued bonus compensation paid | $ 189,000 | |||||||||
Related Party Transaction, Bonus Expense | $ 0 | $ 100,000 | ||||||||
Algar, Inc. [Member] | Affiliated Entity [Member] | Private Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued (in shares) | shares | 50,700 | |||||||||
Common Stock | $ 189,000 | |||||||||
Algar, Inc. [Member] | Affiliated Entity [Member] | Real Estate Sale [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Increase (decrease) in accounts payable, related parties | $ 50,000 | |||||||||
The Kletter Notes [Member] | Unsecured Debt [Member] | K and R, LLC [Member] | Affiliated Entity [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes Payable, Related Parties | $ 620,300 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||
The Kletter Notes [Member] | Unsecured Debt [Member] | Grade Lane 7100, LLC [Member] | Affiliated Entity [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes Payable, Related Parties | $ 883,800 | |||||||||
The Kletter Notes [Member] | Unsecured Debt [Member] | Kletter Estate [Member] | Affiliated Entity [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes Payable, Related Parties | $ 1,500,000 |
RELATED PARTY TRANSACTIONS (Sch
RELATED PARTY TRANSACTIONS (Schedule of Related Party Transactions) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Related party payables | $ 433,000 | $ 578,000 | |
Director [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable | 139,000 | 144,000 | |
Expenses | 88,000 | $ 2,000 | |
K and R, LLC [Member] | Affiliated Entity [Member] | |||
Related Party Transaction [Line Items] | |||
Deposits (included in other long-term assets) | 42,000 | 42,000 | |
Notes Payable, Related Parties | 1,504,000 | 1,504,000 | |
Accrued Interest, Related Party | 81,000 | 63,000 | |
K and R, LLC [Member] | Affiliated Entity [Member] | Accrued rent payable | |||
Related Party Transaction [Line Items] | |||
Related party payables | 198,000 | 176,000 | |
K and R, LLC [Member] | Affiliated Entity [Member] | Rent expense (property) | |||
Related Party Transaction [Line Items] | |||
Expenses | 161,000 | 161,000 | |
K and R, LLC [Member] | Affiliated Entity [Member] | Lease expense (equipment) | |||
Related Party Transaction [Line Items] | |||
Related party payables | 15,000 | 15,000 | |
Expenses | 0 | 15,000 | |
K and R, LLC [Member] | Affiliated Entity [Member] | Interest expense [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses | 19,000 | 0 | |
Algar, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Bonus Expense | 180,000 | ||
Algar, Inc. [Member] | Affiliated Entity [Member] | |||
Related Party Transaction [Line Items] | |||
Related party payables | 0 | 180,000 | |
Related Party Transaction, Bonus Expense | 0 | 100,000 | |
Expenses | 0 | 6,000 | |
Algar, Inc. [Member] | Affiliated Entity [Member] | Scrap metal purchase [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses | 0 | 391,000 | |
Algar, Inc. [Member] | Affiliated Entity [Member] | Management fee expense [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses | 0 | 63,000 | |
Algar, Inc. [Member] | Affiliated Entity [Member] | Sale of Scrap Metal [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from product sales & services | 0 | 12,000 | |
Algar, Inc. [Member] | Affiliated Entity [Member] | Logistical Services [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from product sales & services | 0 | 27,000 | |
Algar, Inc. [Member] | Affiliated Entity [Member] | IT Services [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from product sales & services | 0 | 7,000 | |
Affiliated Entity, LK Property Investments, LLC [Member] | Affiliated Entity [Member] | |||
Related Party Transaction [Line Items] | |||
Deposits (included in other long-term assets) | 3,000 | 3,000 | |
Expenses | 9,000 | 9,000 | |
MetalX, LLC [Member] | Affiliated Entity [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable | 0 | $ 105,000 | |
Revenue from product sales & services | $ 188,000 | $ 12,000 |
SHARE-BASED COMPENSATION AND 40
SHARE-BASED COMPENSATION AND OTHER COMPENSATION AGREEMENTS (Details) - USD ($) | Mar. 29, 2016 | Mar. 25, 2016 | Jan. 15, 2015 | Dec. 02, 2013 | Jan. 31, 2015 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2014 |
Chief Financial Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards granted (in Shares) | 20,000 | 170,000 | ||||||||
President/CFO [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Accrued bonuses included in payable to related party | $ 100,000 | |||||||||
Staff [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Accrued bonuses included in payable to related party | $ 53,100 | $ 132,700 | ||||||||
Stock Option [Member] | Chief Financial Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options (in Shares) | 20,000 | |||||||||
Exercise price (USD per Share) | $ 5.71 | |||||||||
Vesting period | 3 years | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards granted (in Shares) | 11,400 | |||||||||
Grant date fair value | $ 32,000 | |||||||||
Number of shares in each RSU | 1 | |||||||||
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards granted (in Shares) | 32,000 | 90,000 | ||||||||
Grant date fair value | $ 90,200 | |||||||||
Award vesting | 56,250 | |||||||||
Number of shares in each RSU | 1 | |||||||||
Algar, Inc. [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options (in Shares) | 1,500,000 | |||||||||
Algar, Inc. [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercise price (USD per Share) | $ 5 | |||||||||
Accrued bonuses included in payable to related party | $ 428,000 | |||||||||
Share options vested and became exercisable, tranche one [Member] | Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 50.00% | |||||||||
Award vesting | 45,000 | |||||||||
Share options vested and became exercisable, tranche one [Member] | Algar, Inc. [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options (in Shares) | 375,000 | |||||||||
Share options vested and became exercisable, tranche two [Member] | Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 12.50% | |||||||||
Award vesting | 11,250 | |||||||||
Share options vested and became exercisable, tranche two [Member] | Algar, Inc. [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options (in Shares) | 375,000 | |||||||||
Share options vested and became exercisable, tranche three [Member] | Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 12.50% | |||||||||
Award vesting | 11,250 | |||||||||
Share options vested and became exercisable, tranche three [Member] | Algar, Inc. [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options (in Shares) | 375,000 | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Increase in Revenue Following Acquisition | $ 90,000,000 | |||||||||
Share options vested and became exercisable, tranche four [Member] | Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 12.50% | |||||||||
Award vesting | 11,250 | |||||||||
Share options vested and became exercisable, tranche four [Member] | Algar, Inc. [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options (in Shares) | 375,000 | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Increase in Revenue Following Acquisition | $ 120,000,000 | |||||||||
Share-based Compensation Award, Tranche Five [Member] | Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 12.50% | |||||||||
Award vesting | 11,250 | |||||||||
Minimum [Member] | Share options vested and became exercisable, tranche two [Member] | Algar, Inc. [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share Price | $ 6 | |||||||||
Minimum [Member] | Share options vested and became exercisable, tranche three [Member] | Algar, Inc. [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share Price | 8 | |||||||||
Minimum [Member] | Share options vested and became exercisable, tranche four [Member] | Algar, Inc. [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share Price | $ 9 | |||||||||
Subsequent Event [Member] | President/CFO [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Accrued bonuses included in payable to related party | $ 125,000 | |||||||||
Subsequent Event [Member] | Staff [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of bonus to be paid on annual base salary | 25.00% |
SHARE-BASED COMPENSATION AND 41
SHARE-BASED COMPENSATION AND OTHER COMPENSATION AGREEMENTS (Stock Option Plan Activity) (Details) - Stock Option [Member] - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Number of Shares Outstanding [Roll Forward] | ||||
Beginning Balance, Outstanding Shares | 502 | 2,172 | ||
Cancelled, Shares | (1,670) | |||
Ending Balance, Outstanding Shares | 502 | 502 | 2,172 | |
Exercisable, Shares | 502 | |||
Available for Grant, Shares | [1] | 1,636 | ||
Weighted Average Exercise Price [Roll Forward] | ||||
Outstanding, Weighted Average Exercise Price ($ per Share) | $ 4.78 | $ 5.02 | ||
Cancelled, Weighted Average Exercise Price ($ per Share) | 5.10 | |||
Outstanding, Weighted Average Exercise Price ($ per Share) | 4.78 | $ 4.78 | $ 5.02 | |
Exercisable, Weighted Average Exercise Price ($ per Share) | $ 4.78 | |||
Weighted Average Remaining Contractual Term | ||||
Outstanding, Weighted Average Remaining Contractual Term | 1 year 9 months 25 days | 2 years 25 days | 1 year 8 months 12 days | |
Exercisable, Weighted Average Remaining Contractual Term | 1 year 9 months 25 days | |||
Weighted Average Grant Date Fair Value [Roll Forward] | ||||
Outstanding, Weighted Average Grant Date Fair Value ($ per Share) | $ 2.43 | $ 2.43 | $ 2.24 | |
Cancelled, Weighted Average Grant Date Fair Value ($ per Share) | 2.18 | |||
Outstanding, Weighted Average Grant Date Fair Value ($ per Share) | 2.43 | $ 2.43 | $ 2.24 | |
Exercisable, Weighted Average Grant Date Fair Value ($ per Share) | $ 2.43 | |||
[1] | Securities available for grant include securities available for stock option grants and RSUs. |
SHARE-BASED COMPENSATION AND 42
SHARE-BASED COMPENSATION AND OTHER COMPENSATION AGREEMENTS (Restricted Stock Units Activity) (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | Mar. 29, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Number of shares | |||
Beginning Balance, Outstanding Shares | 45,100 | ||
Granted, Shares | 11,400 | ||
Ending Balance, Outstanding Shares | 45,100 | 45,100 | |
Weighted Average Remaining Contractual Term | |||
Outstanding, Weighted Average Remaining Contractual Term | 9 months 18 days | 1 year 18 days | |
Weighted Average Grant Date Fair Value | |||
Outstanding, Weighted Average Grant Date Fair Value ($ per Share) | $ 2.23 | ||
Outstanding, Weighted Average Grant Date Fair Value ($ per Share) | $ 2.23 | $ 2.23 |
FINANCING AND RELATED MATTERS F
FINANCING AND RELATED MATTERS FINANCING AND RELATED MATTERS (Details) $ / shares in Units, $ in Millions | Jun. 13, 2014USD ($)director$ / sharesshares | Mar. 31, 2017director |
Related Party Transaction [Line Items] | ||
Number of board members designated by investor | director | 1 | |
Securities Purchase Agreement [Member] | Recycling Capital Partners, LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Shares issued (in shares) | shares | 857,143 | |
Offering price | $ | $ 3 | |
Warrant term | 5 years | |
Additional shares | shares | 857,143 | |
Expiration period | 6 months | |
Exercise price (USD per Share) | $ / shares | $ 5 | |
Director Designation Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Number of board members authorized to appoint | director | 2 | |
Percentage of stock owned by investor | 5.00% |