Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 26, 2015 | Jul. 24, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | KATY INDUSTRIES INC | |
Entity Central Index Key | 54,681 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 7,951,176 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 26, 2015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 26, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash | $ 48 | $ 66 |
Accounts receivable, net | 13,495 | 10,840 |
Inventories, net | 19,356 | 15,881 |
Other current assets | 876 | 659 |
Total current assets | 33,775 | 27,446 |
OTHER ASSETS: | ||
Goodwill | 14,361 | 2,556 |
Intangibles, Net | 15,472 | 3,909 |
Other | 4,322 | 1,839 |
Total other assets | 34,155 | 8,304 |
PROPERTY AND EQUIPMENT | ||
Land and improvements | 535 | 535 |
Buildings and improvements | 7,009 | 6,175 |
Machinery and equipment | 56,009 | 52,711 |
Property and equipment, gross | 63,553 | 59,421 |
Less - Accumulated depreciation | (50,402) | (49,263) |
Property and equipment, net | 13,151 | 10,158 |
Total assets | 81,081 | 45,908 |
CURRENT LIABILITIES: | ||
Accounts payable | 14,263 | 7,327 |
Book overdraft | 293 | 699 |
Accrued compensation | 1,382 | 1,457 |
Accrued expenses | 9,480 | 7,093 |
Payable to related party | 3,987 | 3,650 |
Deferred revenue | 186 | 186 |
Revolving credit agreement | 25,432 | 21,967 |
Total current liabilities | 55,023 | 42,379 |
DEFERRED REVENUE | 41 | 130 |
LONG TERM DEBT | 24,227 | 0 |
OTHER LIABILITIES | 5,381 | 4,090 |
Total liabilities | $ 84,672 | $ 46,599 |
COMMITMENTS AND CONTINGENCIES (Note 9) | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
15% Convertible preferred stock, $100 par value; authorized 1,200,000 shares; issued and outstanding 1,131,551 shares; liquidation value $113,155 | $ 108,256 | $ 108,256 |
Common stock, $1 par value; authorized 35,000,000 shares; issued 9,822,304 shares | 9,822 | 9,822 |
Additional paid-in capital | 27,110 | 27,110 |
Accumulated other comprehensive loss | (1,628) | (1,544) |
Accumulated deficit | (125,714) | (122,898) |
Treasury stock, at cost, 1,871,128 shares | (21,437) | (21,437) |
Total stockholders' (deficit) equity | (3,591) | (691) |
Total liabilities and stockholders' (deficit) equity | $ 81,081 | $ 45,908 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - USD ($) | Jun. 26, 2015 | Dec. 31, 2014 |
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Convertible preferred stock percentage (in hundredths) | 15.00% | 15.00% |
15% Convertible preferred stock, par value (in dollars per share) | $ 100 | $ 100 |
15% Convertible preferred stock, shares authorized (in shares) | 1,200,000 | 1,200,000 |
15% Convertible preferred stock, shares issued (in shares) | 1,131,551 | 1,131,551 |
15% Convertible preferred stock, shares outstanding (in shares) | 1,131,551 | 1,131,551 |
15% Convertible preferred stock, liquidation value | $ 113,155 | $ 113,155 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 |
Common stock, shares issued (in shares) | 9,822,304 | 9,822,304 |
Treasury stock, at cost, (in shares) | 1,871,128 | 1,871,128 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||
Net sales | $ 31,344 | $ 25,608 | $ 52,654 | $ 45,534 |
Cost of goods sold | 26,152 | 21,534 | 44,257 | 38,471 |
Gross profit | 5,192 | 4,074 | 8,397 | 7,063 |
Selling, general and administrative expenses | 4,374 | 3,292 | 7,626 | 7,182 |
Severance, restructuring and related charges | 537 | 0 | 2,137 | 0 |
Operating income (loss) | 281 | 782 | (1,366) | (119) |
Interest expense | (1,291) | (276) | (1,500) | (557) |
Other, net | 37 | 37 | 65 | 77 |
(Loss) income before income tax (expense) benefit | (973) | 543 | (2,801) | (599) |
Income tax (expense) benefit | (7) | 3 | (15) | 2,307 |
Net (loss) income | (980) | 546 | (2,816) | 1,708 |
Net (loss) income | (980) | 546 | (2,816) | 1,708 |
Other comprehensive (loss) income | ||||
Foreign currency translation | (26) | 6 | (84) | (32) |
Total comprehensive (loss) income | $ (1,006) | $ 552 | $ (2,900) | $ 1,676 |
Basic (loss) earnings per share (in dollars per share) | $ (0.12) | $ 0.07 | $ (0.35) | $ 0.21 |
Diluted (loss) earnings per share (in dollars per share) | $ (0.12) | $ 0.02 | $ (0.35) | $ 0.06 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 7,951 | 7,951 | 7,951 | 7,951 |
Diluted (in shares) | 7,951 | 26,810 | 7,951 | 26,810 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 26, 2015 | Jun. 27, 2014 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (2,816) | $ 1,708 |
Depreciation | 1,301 | 1,110 |
Amortization of intangible assets | 242 | 61 |
Amortization of debt issuance costs | 278 | 213 |
Stock-based compensation | 63 | 35 |
Payment in Kind (PIK) interest expense | 227 | 0 |
Deferred income taxes | 0 | (2,318) |
Total adjustments | (705) | 809 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,886) | (4,031) |
Inventories | (2,049) | (940) |
Other assets | (349) | (1,245) |
Accounts payable | 4,250 | 1,812 |
Accrued expenses | 257 | 338 |
Payable to related party | 337 | 250 |
Deferred revenue | (89) | (90) |
Other | 1,215 | (66) |
Total changes in operating capital | 1,686 | (3,972) |
Net cash provided by (used in) continuing operations | 981 | (3,163) |
Net cash provided by discontinued operations | 0 | 53 |
Net cash provided by (used in) operating activities | 981 | (3,110) |
Cash flows from investing activities: | ||
Payment for acquisition, net of cash received | (23,855) | (11,006) |
Capital expenditures | (1,437) | (373) |
Net cash used in investing activities | (25,292) | (11,379) |
Cash flows from financing activities: | ||
Net borrowings on revolving credit facility | 3,465 | 14,531 |
Proceeds from term loan facility | 24,000 | 0 |
Loan from related party | 0 | 400 |
(Decrease) increase in book overdraft | (406) | 64 |
Direct costs associated with debt facilities | (2,627) | (672) |
Net cash provided by financing activities | 24,432 | 14,323 |
Effect of exchange rate changes on cash | (139) | (30) |
Net decrease in cash | 3 | (196) |
Cash, beginning of period | 66 | 708 |
Cash, end of period | 48 | 512 |
Supplemental information of non-cash investing and financing activity | ||
Accrued contingent earnout payment | 2,000 | 0 |
Capital expenditures included in accounts payable | $ 526 | $ 0 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 26, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | Note 1. SIGNIFICANT ACCOUNTING POLICIES Consolidation Policy and Basis of Presentation have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, Fiscal Year Use of Estimates Inventories June 26, 2015 December 31, 2014 Raw materials $ 9,109 $ 6,457 Finished goods 15,043 14,714 Inventory reserves (659 ) (618 ) LIFO reserve (4,137 ) (4,672 ) $ 19,356 $ 15,881 At June 26, 2015 and December 31, 2014, approximately 73% and 78%, respectively, of Katy’s inventories were accounted for using the last-in, first-out (“LIFO”) method of costing, while the remaining inventories were accounted for using the first-in, first-out (“FIFO”) method. Current cost, as determined using the FIFO method, exceeded LIFO cost by $4.1 million and $4.7 million at June 26, 2015 and December 31, 2014, respectively. Share-Based Payment Compensation expense (income) is included in selling, general and administrative expense in the Condensed Consolidated Statements of Operations. The components of compensation expense (income) are as follows (amounts in thousands): Three Months Ended Six Months Ended June 26, 2015 June 27, 2014 June 26, 2015 June 27, 2014 Stock appreciation right expense (income) $ 43 $ (9 ) $ 63 $ 35 The fair value of stock options is estimated at the date of grant using a Black-Scholes option pricing model. As the Company does not have sufficient historical exercise data to provide a basis for estimating the expected term, the Company uses the simplified method for estimating the expected term by averaging the minimum and maximum lives expected for each award. In addition, the Company estimated volatility by considering its historical stock volatility over a term comparable to the remaining expected life of each award. The risk-free interest rate is the current yield available on U.S. treasury issues with a remaining term equal to each award. The Company estimates forfeitures using historical results. Its estimates of forfeitures will be adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from their estimate. There were no stock options granted during the three and six months ended June 26, 2015 and June 27, 2014. The fair value of SARs, a liability award, was estimated at June 26, 2015 and June 27, 2014 using a Black-Scholes option pricing model. The Company estimated the expected term by averaging the minimum and maximum lives expected for each award. In addition, the Company estimated volatility by considering its historical stock volatility over a term comparable to the remaining expected life of each award. The risk-free interest rate is the current yield available on U.S. treasury issues with a remaining term equal to each award. The Company estimates forfeitures using historical results. Its estimates of forfeitures will be adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from their estimate. The assumptions for expected term, volatility and risk-free rate are presented in the table below: June 26, 2015 June 27, 2014 Expected term (years) 1.2 – 5.0 2.2 - 5.0 Volatility 149.8% - 323.0% 274.8% - 362.5% Risk-free interest rate 0.4% - 1.7% 0.5% - 1.6% Accumulated Comprehensive Loss Change in Estimate Segment Reporting |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 26, 2015 | |
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | Note 2. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU" or "Update") No. 2014-09, "Revenue from Contracts with Customers." This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. On July 9, 2015 the FASB voted to defer the effective date of this standard by one year to December 15, 2017 for the interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. Companies may use either a full retrospective or modified retrospective approach to adopt this ASU. We are currently evaluating which transition approach to use and the full impact this ASU will have on our future financial statements. In August 2014, the FASB issued ASU No. 2014-15, to communicate amendments to FASB Account Standards Codification Subtopic 205-40, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The ASU requires management to evaluate relevant conditions, events and certain management plans that are known or reasonably knowable as of the evaluation date when determining whether substantial doubt about an entity’s ability to continue as a going concern exists. Management will be required to make this evaluation for both annual and interim reporting periods. Management will have to make certain disclosures if it concludes that substantial doubt exists or when it plans to alleviate substantial doubt about the entity’s ability to continue as a going concern. The standard is effective for annual periods ending after December 15, 2016 and for interim reporting periods starting in the first quarter of 2017. Early adoption is permitted. We currently believe there will be no impact on our financial statement disclosures. In April 2015, the FASB issued ASU No. 2015-03, “ Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. This ASU requires companies to present debt issuance costs as a direct deduction from the carrying value of that debt liability. ASU 2015-03 does not impact the recognition and measurement guidance for debt issuance costs. This ASU is effective for annual reporting periods beginning after December 15, 2015 and early adoption is permitted. Accordingly, we will adopt this ASU on January 1, 2016. Companies are required to use a retrospective approach and we are currently evaluating the impact to our future financial statements. In July 2015, the FASB issued authoritative guidance to simplify the subsequent measurement of inventory. Under this new standard, an entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments in this guidance should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact to our future financial statements. |
(LOSS) EARNINGS PER SHARE
(LOSS) EARNINGS PER SHARE | 6 Months Ended |
Jun. 26, 2015 | |
(LOSS) EARNINGS PER SHARE [Abstract] | |
(LOSS) EARNINGS PER SHARE | Note 3. (LOSS) EARNINGS PER SHARE The consolidated financial statements include basic and diluted (loss) earnings per share. Diluted per share information is calculated by considering the impact of potential common stock on the weighted average shares outstanding. Potential common stock consists of (a) incremental shares that would be available for issuance upon the assumed exercise of stock options “in the money” based on the average stock price for the respective period and (b) convertible preferred shares, owned by Kohlberg & Co. LLC (see Note 8), accounted for using the “if converted” basis, which assumes their conversion to common stock at a ratio of 16.6:1. The basic and diluted earnings per share (“EPS”) calculations are as follows: Three Months Ended Six Months Ended June 26, 2015 June 27, 2014 June 26, 2015 June 27, 2014 Net (loss) income $ (980 ) $ 546 $ (2,816 ) $ 1,708 Average common shares outstanding - Basic 7,951 7,951 7,951 7,951 Dilutive effect of convertible preferred stock - 18,859 - 18,859 Average common shares outstanding - Diluted 7,951 26,810 7,951 26,810 Per share amount - Basic: $ (0.12 ) $ 0.07 $ (0.35 ) $ 0.21 Per share amount - Diluted: $ (0.12 ) $ 0.02 $ (0.35 ) $ 0.06 As of June 26, 2015, all options had expired. As of June 27, 2014, no options were in the money and 6,000 options were out of the money. At June 26, 2015 and June 27, 2014, 1,131,551 convertible preferred shares were outstanding, which are in total, convertible into 18,859,183 shares of the Company’s common stock. Convertible preferred shares were not included in the calculation of diluted (loss) earnings per share for the three and six months ended June 26, 2015 because of their anti-dilutive impact as a result of the Company’s net loss position. |
INDEBTEDNESS
INDEBTEDNESS | 6 Months Ended |
Jun. 26, 2015 | |
INDEBTEDNESS [Abstract] | |
INDEBTEDNESS | Note 4. INDEBTEDNESS Long-term debt consists of the following (amounts in thousands): June 26, 2015 December 31, 2014 Revolving loans payable under the BMO Credit Agreement $ 25,432 $ 21,967 Second Lien term loan payable under the VPM Credit Agreement 24,227 - Total debt 49,659 21,967 Less revolving loans, classified as current (25,432 ) (21,967 ) Long-term debt $ 24,227 $ - Aggregate remaining scheduled maturities of the Term Loan as of June 26, 2015 are as follows (amounts in thousands): 2016 $ - 2017 2,400 2018 2,400 2019 19,427 Total $ 24,227 On February 19, 2014, the Company and BMO Harris Bank N.A. provided the Company a $27.0 million revolving credit facility, including a $3.0 million sub-limit for letters of credit. The proceeds of the Company’s initial borrowing under the BMO Credit Agreement were used to repay the PrivateBank Loan and Security Agreement (the “PB Loan Agreement”), finance the acquisition of FTW (as defined in Note 7), and pay certain fees and expenses related to the negotiation and consummation of the BMO Credit Agreement. All extensions of credit under the BMO Credit Agreement are collateralized by a first priority security interest in and lien upon substantially all present and future assets and properties of the Company. First Lien Credit Agreement On April 7, 2015, in conjunction with the acquisition described below, Katy Industries, Inc. (the “Company”), Continental Commercial Products, LLC, a Delaware limited liability company, 2155735 Ontario Inc., an Ontario corporation, CCP Canada Inc., an Ontario corporation, FTW Holdings, Inc., a Delaware corporation, and Fort Wayne Plastics, Inc., an Indiana corporation, wholly owned direct or indirect subsidiaries of the Company (the foregoing, including the Company, the “Borrowers”), and BMO Harris Bank N.A., as lender (“BMO”) entered into Amendment No. 1 to Credit and Security Agreement, dated April 7, 2015 (the “Closing Date”), among the Borrowers and BMO (“Amendment No. 1”) to amend that certain Credit and Security Agreement, dated February 19, 2014 (the “Original BMO Credit Agreement”), among the Borrowers and BMO (the Original Credit Agreement, as amended by Amendment No. 1, the “BMO Credit Agreement”) and to obtain the consent of BMO to the acquisition described below. Pursuant to Amendment No. 1, the revolving credit facility under the Original BMO Credit Agreement was increased from an amount not to exceed $27.0 million to an amount not to exceed $33.0 million. The revolving credit facility under the BMO Credit Agreement continues to include a $3.0 million sub-limit for letters of credit. The proceeds advanced under the BMO Credit Agreement on the Closing Date were used to pay certain fees and expenses related to the negotiation and consummation of Amendment No. 1 and the acquisition of our Tiffin, Ohio manufacturing facility (as described in Note 10). Subject to the terms of an Intercreditor and Subordination Agreement, dated as of April 7, 2015 (the “Intercreditor Agreement”), between BMO and the SL Agent (as defined below), all extensions of credit under the BMO Credit Agreement are collateralized by a first priority security interest in and lien upon substantially all present and future assets and properties of the Borrowers. The Original BMO Credit Agreement was further amended pursuant to Amendment No. 1 to extend the expiration date of the credit facility from February 17, 2017 to April 7, 2018. The borrowing base continues to be determined by eligible inventory, accounts receivable, machinery and equipment and owned real estate amounting to $31.1 million at June 26, 2015. The borrowing base under the BMO Credit Agreement is reduced by the outstanding amount of standby and commercial letters of credit. Currently, the Company’s largest letters of credit relate to its casualty insurance programs. Total outstanding letters of credit were $1.1 million at June 26, 2015 and December 31, 2014. Borrowings under the BMO Credit Agreement continue to bear interest at a per annum rate equal to, at the Borrower’s option, (a) the Base Rate plus applicable Base Rate Margin, which varies from 0.50% to 1.00% based on average excess availability, or (b) reserve adjusted Eurodollar Rate plus the applicable Eurodollar Rate Margin, which varies from 1.50% to 2.00% based on average excess availability. The Base Rate is the greatest of (i) BMO Harris’ prime commercial rate as in effect on such day, (ii) the sum of the Fed Funds rate for such day plus 0.5%, and (iii) the Eurodollar Rate for one month plus 1.50%. The Eurodollar Rate is the British Bankers Association LIBOR Rate, as published by Reuters (or other commercially available source) with a term equivalent to the applicable one, two, three or six month interest period. An unused commitment fee of 25 basis points per annum is payable quarterly on the average unused amount under the BMO Credit Agreement. Amendment No. 1 amended the consolidated fixed charge coverage ratio under the Original BMO Credit Agreement and added a maximum annual capital expenditures, minimum consolidated EBITDA, minimum availability and a leverage ratio covenant. Amendment No. 1 also amended the Original BMO Credit Agreement to permit the secured second lien credit facility described below. The BMO Credit Agreement continues to require a lockbox agreement which provides receipts (subject to certain exceptions) to be swept daily to reduce borrowings outstanding. This provision in the BMO Credit Agreement causes the BMO Credit Agreement to be classified as a current liability, per guidance in the Accounting Standards Codification established by the Financial Accounting Standards Board. The Company does not expect to repay, or be required to repay, within one year, the balance of the BMO Credit Agreement, which will be classified as a current liability. The BMO Credit Agreement does not expire or have a maturity date within one year, but rather has a final expiration date of April 7, 2018. Second Lien Credit Facility On April 7, 2015, the Company, Continental Commercial Products, LLC, a Delaware limited liability company, FTW Holdings, Inc., a Delaware corporation, and Fort Wayne Plastics, Inc., an Indiana corporation, as borrowers (the “SL Borrowers”) and 2155735 Ontario Inc., an Ontario corporation, and CCP Canada Inc., an Ontario corporation, as guarantors (the “Guarantors,” together with the SL Borrowers, the “SL Obligors”) entered into a Second Lien Credit and Security Agreement, dated as of April 7, 2015, among the SL Obligors, Victory Park Management, LLC, as Agent (the “SL Agent”), and the lenders party thereto (the “Second Lien Credit Agreement”). The Second Lien Credit Agreement provides the SL Borrowers with a $24.0 million term loan. The proceeds of the term loan were used to pay certain fees and expenses related to the negotiation and consummation of the credit facility and the acquisition of our Tiffin, Ohio manufacturing facility (see note 10). Subject to the terms of the Intercreditor Agreement, all extensions of credit under the Second Lien Credit Agreement are collateralized by a second priority security interest in and lien upon substantially all present and future assets and properties of the SL Obligors. The term loan under the Second Lien Credit Agreement bears interest (i) at a cash interest rate of the LIBOR (One Month) Rate then in effect plus 9.5% per annum and (ii) a Payment in Kind “PIK” interest rate equal to 4.00% per annum. The expiration date of the credit facility under the Second Lien Credit Agreement is April 6, 2019. Pursuant to the Second Lien Credit Agreement, the SL Borrowers are to make quarterly amortization payments and annual excess cash flow prepayments equal to 25% of annual excess cash flow as defined in the agreement. The Second Lien Credit Agreement includes the following financial covenants: a consolidated fixed charge coverage ratio, a maximum annual capital expenditures, a minimum consolidated EBITDA, a minimum availability under the BMO Credit Agreement and a leverage ratio. All of the debt under the BMO Credit Agreement and Second Lien Credit Facility are re-priced to current rates at frequent intervals. Therefore, its fair value approximates their carrying value at June 26, 2015. For the three and six months ended June 26, 2015, the Company had amortization of debt issuance costs, included within interest expense, of $221,000 and $278,000, respectively. For the three and six months ended June 27, 2014, the Company had amortization of debt issuance costs, included within interest expense, of $54,000 and $215,000, respectively. Included in amortization of debt issuance costs for the six months ended June 27, 2014 is approximately $109,000 of debt issuance costs written off due to the extinguishment of the PB Loan Agreement. The Company was in compliance with the financial covenants at June 26, 2015. |
RETIREMENT BENEFIT PLANS
RETIREMENT BENEFIT PLANS | 6 Months Ended |
Jun. 26, 2015 | |
RETIREMENT BENEFIT PLANS [Abstract] | |
RETIREMENT BENEFIT PLANS | Note 5. RETIREMENT BENEFIT PLANS Certain subsidiaries have pension plans covering substantially all of their employees. These plans are noncontributory, defined benefit pension plans. The benefits to be paid under these plans are generally based on employees’ retirement age and years of service. The Company’s funding policies, subject to the minimum funding requirements of employee benefit and tax laws, are to contribute such amounts as determined on an actuarial basis to provide the plans with assets sufficient to meet the benefit obligations. Plan assets consist primarily of fixed income investments, corporate equities and government securities. The Company also provides certain health care and life insurance benefits for some of its retired employees. The postretirement health plans are unfunded. Information regarding the Company’s net periodic benefit cost for pension and other postretirement benefit plans for the three and six months ended June 26, 2015 and June 27, 2014 is as follows (amounts in thousands): Pension Benefits Three Months Ended Six Months Ended June 26, 2015 June 27, 2014 June 26, 2015 June 27, 2014 Components of net periodic benefit cost: Interest cost $ 14 $ 16 $ 29 $ 30 Expected return on plan assets (17 ) (17 ) (33 ) (32 ) Amortization of net loss 12 10 24 19 Net periodic benefit cost $ 9 $ 9 $ 20 $ 17 Other Benefits Three Months Ended Six Months Ended June 26, 2015 June 27, 2014 June 26, 2015 June 27, 2014 Components of net periodic benefit cost: Interest cost $ 13 $ 10 $ 25 $ 20 Amortization of net loss 9 (4 ) 17 (9 ) Net periodic benefit cost $ 22 $ 6 $ 42 $ 11 During the three and six months ended June 26, 2015, the Company made contributions to the pension plans of $18,000 and $36,000, respectively. The Company expects to contribute an additional $36,000 to the pension plans throughout the remainder of 2015. The Company uses a December 31 measurement date for its pension and other postretirement benefit plans. The fair value of plan assets was determined by inputs to the valuation which include quoted prices for similar assets in active markets that are observable either directly or indirectly (Level 2 inputs per the fair value hierarchy). |
STOCK INCENTIVE PLANS
STOCK INCENTIVE PLANS | 6 Months Ended |
Jun. 26, 2015 | |
STOCK INCENTIVE PLANS [Abstract] | |
STOCK INCENTIVE PLANS | Note 6. STOCK INCENTIVE PLANS The Company has various stock incentive plans that provide for the granting of stock options, nonqualified stock options, SARs, restricted stock, performance units or shares and other incentive awards to certain employees and directors. Options have been granted at or above the market price of the Company’s stock at the date of grant, typically vest over a three-year period, and are exercisable not less than twelve months or more than ten years after the date of grant. SARs have been granted at or above the market price of the Company’s stock at the date of grant, typically vest over periods up to three years, and expire ten years from the date of issue. No more than 50% of the cumulative number of vested SARs held by an employee can be exercised in any one calendar year. The following table summarizes stock option activity under each of the Company’s applicable plans: Options Weighted Weighted Aggregate Outstanding at December 31, 2014 6,000 $ 3.69 Granted - $ - Exercised - $ - Expired 6,000 $ 3.69 Cancelled - $ - Outstanding at June 26, 2015 - $ - 0.0 years $ - Vested and Exercisable at June 26, 2015 - $ - 0.0 years $ - The following table summarizes SARs activity under each of the Company’s applicable plans: SARs Non-Vested at December 31, 2014 - Granted 4,000 Vested (4,000 ) Cancelled - Non-Vested at June 26, 2015 - Total Outstanding at June 26, 2015 38,000 At June 26, 2015 and December 31, 2014, the aggregate liability related to SARs was $109,000 and $47,000, respectively, and is included in accrued expenses in the Condensed Consolidated Balance Sheets. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 26, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | Note 7. INCOME TAXES The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company and its subsidiaries are generally no longer subject to U.S. federal, state and local examinations by tax authorities for years before 2010. As a result of the acquisition of Ft. Wayne Holdings Inc. (“FTW”), the Company recorded deferred tax liabilities of $2.4 million which reduced its net deferred tax assets. The reduction in deferred tax assets caused a release of a valuation allowance of $2.3 million . As of June 26, 2015 the Company had deferred tax assets, net of deferred tax liabilities, of $79.8 million subject to a valuation allowance of $80.0 million. As of December 31, 2014 the Company had deferred tax assets, net of deferred tax liabilities, of $78.9 million subject to a valuation allowance of $79.0 million. Domestic net operating loss (“NOL”) carry forwards comprised $63.1 million and 62.1 million of the deferred tax assets as of June 26, 2015 and December 31, 2014. Katy’s history of operating losses in many of its taxing jurisdictions provides significant negative evidence with respect to the Company’s ability to generate future taxable income. The valuation allowance relates to federal, state and foreign net operating loss carry-forwards, foreign and domestic tax credits, and certain other deferred tax assets to the extent they exceed deferred tax liabilities. Accounting for Uncertainty in Income Taxes Included in the balances at each of June 26, 2015 and December 31, 2014 are $0.1 million of liabilities for unrecognized tax benefits. Because of the impact of deferred tax accounting, other than interest and penalties, the recognition of these liabilities would not affect the annual effective tax rate. The Company recognizes interest and penalties accrued related to the unrecognized tax benefits in the income tax provision. The Company had approximately $25,000 of interest and penalties accrued at each of June 26, 2015 and December 31, 2014. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 26, 2015 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 8. RELATED PARTY TRANSACTIONS Kohlberg & Co., L.L.C., whose affiliate holds all 1,131,551 shares of the Company’s Convertible Preferred Stock, provides ongoing management oversight and advisory services to the Company. At June 26, 2015 and December 31, 2014, the Company owed Kohlberg $3.5 million and $3.3 million, respectively, for these services, which is recorded in current liabilities on the Condensed Consolidated Balance Sheets. The Company incurs expense of $0.5 million per year for these services. For each of the three and six months ended June 26, 2015 and June 27, 2014, $0.1 million and $0.3 million, respectively, is recorded in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for these services. In February 2014, loans of $0.1 million each were received from two directors of the Company, and a loan of $0.2 million was received from Kohlberg & Co. L.L.C., In connection with these loans, the Company entered into subordinated promissory notes with these individuals and Kohlberg & Co. L.L.C., respectively. These notes were used to finance the acquisition of FTW and are set to mature on December 31, 2019. The notes accrue interest at a rate of 15% per year, which will be paid by capitalizing such interest and adding such capitalized interest to the principal amount of the subordinated notes. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 26, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 9. COMMITMENTS AND CONTINGENCIES General Environmental Claims The Company and certain of its current and former direct and indirect corporate predecessors, subsidiaries and divisions are involved in remedial activities at certain present and former locations and have been identified by the United States Environmental Protection Agency (“EPA”), state environmental agencies and private parties as potentially responsible parties (“PRPs”) at a number of hazardous waste disposal sites under the Comprehensive Environmental Response, Compensation and Liability Act (“Superfund”) or equivalent state laws and, as such, may be liable for the cost of cleanup and other remedial activities at these sites. Responsibility for cleanup and other remedial activities at a Superfund site is typically shared among PRPs based on an allocation formula. Under the federal Superfund statute, parties could be held jointly and severally liable, thus subjecting them to potential individual liability for the entire cost of cleanup at the site. Based on its estimate of allocation of liability among PRPs, the probability that other PRPs, many of whom are large, solvent, public companies, will fully pay the costs apportioned to them, currently available information concerning the scope of contamination, estimated remediation costs, estimated legal fees and other factors, the Company has recorded and accrued for environmental liabilities in amounts that it deems reasonable and believes that any liability with respect to these matters in excess of the accruals will not be material. The ultimate costs will depend on a number of factors and the amount currently accrued represents management’s best current estimate on an undiscounted basis of the total costs to be incurred. The Company expects this amount to be substantially paid over the next five to ten years. Other Claims There are a number of product liability, asbestos and workers’ compensation claims pending against the Company and its subsidiaries. Many of these claims are proceeding through the litigation process and the final outcome will not be known until a settlement is reached with the claimant or the case is adjudicated. The Company estimates that it can take up to ten years from the date of the injury to reach a final outcome on certain claims. With respect to the product liability, asbestos and workers’ compensation claims, the Company has provided for its share of expected losses beyond the applicable insurance coverage, including those incurred but not reported to the Company or its insurance providers, which are developed using actuarial techniques. Such accruals are developed using currently available claim information, and represent management’s best estimates, including estimated legal fees, on an undiscounted basis. The ultimate cost of any individual claim can vary based upon, among other factors, the nature of the injury, the duration of the disability period, the length of the claim period, the jurisdiction of the claim and the nature of the final outcome. Although management believes that the actions specified above in this section individually and in the aggregate are not likely to have outcomes that will have a material adverse effect on the Company’s financial position, results of operations or cash flow, further costs could be significant and will be recorded as a charge to operations when, and if, current information dictates a change in management’s estimates. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 6 Months Ended |
Jun. 26, 2015 | |
BUSINESS ACQUISITIONS [Abstract] | |
BUSINESS ACQUISITIONS | Note 10. BUSINESS ACQUISITIONS On February 19, 2014, the Company acquired all of the equity interests of FTW, the parent company of Ft. Wayne Plastics, Inc. (“FWP”), a leading manufacturer of medium- to large- sized molded plastic components, specializing in low pressure, multi-nozzle structural plastic and gas assist solutions, for $11.0 million in cash, less $200,000 in subsequent working capital adjustments. The acquisition of FWP’s premiere manufacturing capabilities and dedication to customer service are highly complementary with the Company. The accompanying consolidated statements of income for the three and six months ended June 27, 2014, do not include any revenues or expenses related to the acquisitions prior to the closing date. The following unaudited pro forma consolidated financial information is presented as if the FTW acquisition had occurred at the beginning of the periods presented. In addition, this unaudited pro forma financial information is provided for illustrative purposes only and should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisition had actually occurred during those periods, or the results that may be obtained in the future as a result of the acquisition. Pro Forma (unaudited) Three months ended Six months ended June 27, 2014 June 27, 2014 Net Sales $ 25,625 $ 47,063 Gross profit 3,979 7,182 Net income 411 1,707 Average common shares outstanding - Basic 7,951 7,951 Dilutive effect of convertible preferred stock 18,859 18,859 Average common shares outstanding - Diluted 26,810 26,810 Basic earnings per share $ 0.05 $ 0.21 Diluted earnings per share $ 0.02 $ 0.06 On April 7, 2015, Continental Commercial Products, LLC, a Delaware limited liability company (“CCP”) and wholly owned subsidiary of Katy Industries, Inc. (the “Company”), completed the acquisition of substantially all of the assets and business operations related to the plastics shelving and cabinet business of Centrex Plastics, LLC, an Ohio limited liability company (“Centrex”) and T.R. Plastics, LLC, an Ohio limited liability company (“TR Plastics”) for $23.9 million in cash at closing, plus certain post-closing earnout payments of not less than $2.0 million over three years, as described in the Asset Purchase Agreement dated April 7, 2015 (the “Purchase Agreement”) by and between CCP, Centrex, TR Plastics, and Terrence L. Reinhart, the majority member of Centrex and the sole member of TR Plastics. The acquisition of the Tiffin, Ohio manufacturing facility brings a breadth of shelving and storage cabinet solutions to the Katy consumer storage product line which we believe are highly complementary to our current products. The accompanying consolidated statements of income for the three and six months ended June 26, 2015 and June 27, 2014, do not include any revenues or expenses related to the acquisition prior to the closing date. The Company recorded the tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the date of the acquisition as outlined in the table below. As of the filing date of this Form 10-Q, the Company is still finalizing the allocation of the purchase price, primarily related to goodwill and intangibles . Further, the Company notes it is impracticable to present pro forma comparative financial statements as the standalone audit of the Tiffin manufacturing facility has not been completed as of the current filing date due to discrete financial statements not being readily available. The audit of such financial statements is currently in process. Accounts receivable $ 757 Inventory 1,399 Fixed assets 2,317 Intangible assets 11,805 Goodwill 11,805 Total assets acquired 28,083 Accounts payable 2,162 Accrued expenses 66 Total liabilities assumed 2,228 Net assets acquired $ 25,855 The Company incurred $1.0 million and $1.3 million in costs related to the April 7, 2015 acquisition during the three and six months ended June 26, 2015. These costs were included within general and administrative expenses. |
SEVERANCE, RESTRUCTURING AND RE
SEVERANCE, RESTRUCTURING AND RELATED CHARGES | 6 Months Ended |
Jun. 26, 2015 | |
SEVERANCE, RESTRUCTURING AND RELATED CHARGES [Abstract] | |
SEVERANCE, RESTRUCTURING AND RELATED CHARGES | Note 11. SEVERANCE, RESTRUCTURING AND RELATED CHARGES In the first quarter of 2015, the Company committed to a plan to move its manufacturing facility from Bridgeton, Missouri to Jefferson City, Missouri. Management estimates the resulting severance, restructuring and related charges will be approximately $5.8 million, of which $1.6 million will be for contract termination costs, $0.6 million will be for severance costs and $3.6 million will be for other relocation associated costs. The relocation is expected to be completed by the end of 2015. Three Months Ended Six Months Ended June 26, June 26, Contract termination costs $ - $ 1,600 Severance costs 100 100 Other associated costs 437 437 Total restructuring costs $ 537 $ 2,137 Contract Severance Costs Other Total Restructuring liabilities at December 31, 2014 $ - $ - $ - $ - Additions 1,600 100 437 2,137 Payments (1,600 ) - (83 ) (1,683 ) Other - - - - Restructuring liabilities at June 26, 2015 $ - 100 $ 354 $ 454 In February 2015, the Company paid a $1.6 million early termination fee to exit the lease of its Bridgeton, Missouri facility. The early termination fee is included within severance, restructuring and related charges. We recognized a gain of $0.7 million related to liabilities from the acceleration of the lease term, which is recorded in general and administrative expenses. In addition, the Company entered into a new lease for its manufacturing operations in Jefferson City, Missouri in March 2015. The Company received a $1.7 million incentive payment upon signing of the lease and has since received an additional incentive payment of $0.4 million, which is included in other liabilities. The incentive payments will be recognized straight-line over the term of the lease in cost of goods sold. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 26, 2015 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | Note 12. GOODWILL AND INTANGIBLE ASSETS Intangible assets were acquired in the FTW and Tiffin, Ohio acquisitions. The fair value of the intangible assets related to the Tiffin, Ohio manufacturing facility acquisition are currently recorded at their preliminary estimated fair values as of the date of the acquisition (see Note 10 for a more detailed discussion). Following is detailed information regarding the Company's intangible assets (amounts in thousands): June 26, 2015 December 31, 2014 Gross Accumulated Net Carrying Amount Gross Accumulated Net Carrying Amortizable: Customer lists $ 15,565 $ (399 ) $ 15,166 $ 3,760 $ (157 ) $ 3,603 Unamortizable: Goodwill 14,361 - 14,361 2,556 - 2,556 Tradenames 306 - 306 306 - 306 Total $ 30,232 $ (399 ) $ 29,833 $ 6,622 $ (157 ) $ 6,465 As of the filing date of this Form 10-Q, the Company is still finalizing the allocation of the purchase price, primarily related to goodwill and customer lists resulting from the Tiffin, Ohio acquisition. Customer lists have a 20 year useful life. For the three and six months ended June 26, 2015, the Company recorded amortization expense on intangible assets of $195,000 and $242,000, respectively. Amortization expense of $47,000 and $61,000 was recognized for the three and six months ended June 27, 2014, respectively. |
LEASE OBLIGATIONS
LEASE OBLIGATIONS | 6 Months Ended |
Jun. 26, 2015 | |
LEASE OBLIGATIONS [Abstract] | |
LEASE OBLIGATIONS | Note 13. LEASE OBLIGATIONS On March 25, 2015, the Company entered into a commercial lease agreement, for approximately 534,000 square feet of manufacturing and warehouse space located in Jefferson City, Missouri. The initial rental term of the lease is for one hundred and thirty two (132) months, commencing on January 1, 2016 and ending on December 31, 2026. The Company has the right and option to renew the lease for all or a portion of the premises for two (2) renewal periods of five (5) years each on the terms and conditions set forth in the lease. Commencing on January 1, 2016, the Company shall pay rent in the amount of $138,395. The lease includes rent escalators whereby the maximum rental amount is $154,195 during the final eleven months of the lease. On April 7, 2015, the Company entered into a lease agreement for approximately 96,000 square feet of industrial and office space in Tiffin, Ohio. The initial rental term of the lease is for one five (5) year period, commencing on April 7, 2015 and ending on March 15, 2020. The Company has the right and option to renew the lease for one (1) renewal period of five (5) years on the terms and conditions set forth in the lease. The initial monthly rent is $18,000. |
SIGNIFICANT ACCOUNTING POLICI19
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 26, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Consolidation Policy and Basis of Presentation | Consolidation Policy and Basis of Presentation have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, |
Fiscal Year | Fiscal Year |
Use of Estimates | Use of Estimates |
Inventories | Inventories June 26, 2015 December 31, 2014 Raw materials $ 9,109 $ 6,457 Finished goods 15,043 14,714 Inventory reserves (659 ) (618 ) LIFO reserve (4,137 ) (4,672 ) $ 19,356 $ 15,881 At June 26, 2015 and December 31, 2014, approximately 73% and 78%, respectively, of Katy’s inventories were accounted for using the last-in, first-out (“LIFO”) method of costing, while the remaining inventories were accounted for using the first-in, first-out (“FIFO”) method. Current cost, as determined using the FIFO method, exceeded LIFO cost by $4.1 million and $4.7 million at June 26, 2015 and December 31, 2014, respectively. |
Share-Based Payment | Share-Based Payment Compensation expense (income) is included in selling, general and administrative expense in the Condensed Consolidated Statements of Operations. The components of compensation expense (income) are as follows (amounts in thousands): Three Months Ended Six Months Ended June 26, 2015 June 27, 2014 June 26, 2015 June 27, 2014 Stock appreciation right expense (income) $ 43 $ (9 ) $ 63 $ 35 The fair value of stock options is estimated at the date of grant using a Black-Scholes option pricing model. As the Company does not have sufficient historical exercise data to provide a basis for estimating the expected term, the Company uses the simplified method for estimating the expected term by averaging the minimum and maximum lives expected for each award. In addition, the Company estimated volatility by considering its historical stock volatility over a term comparable to the remaining expected life of each award. The risk-free interest rate is the current yield available on U.S. treasury issues with a remaining term equal to each award. The Company estimates forfeitures using historical results. Its estimates of forfeitures will be adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from their estimate. There were no stock options granted during the three and six months ended June 26, 2015 and June 27, 2014. The fair value of SARs, a liability award, was estimated at June 26, 2015 and June 27, 2014 using a Black-Scholes option pricing model. The Company estimated the expected term by averaging the minimum and maximum lives expected for each award. In addition, the Company estimated volatility by considering its historical stock volatility over a term comparable to the remaining expected life of each award. The risk-free interest rate is the current yield available on U.S. treasury issues with a remaining term equal to each award. The Company estimates forfeitures using historical results. Its estimates of forfeitures will be adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from their estimate. The assumptions for expected term, volatility and risk-free rate are presented in the table below: June 26, 2015 June 27, 2014 Expected term (years) 1.2 – 5.0 2.2 - 5.0 Volatility 149.8% - 323.0% 274.8% - 362.5% Risk-free interest rate 0.4% - 1.7% 0.5% - 1.6% |
Accumulated Comprehensive Loss | Accumulated Comprehensive Loss |
Change in Estimate | Change in Estimate |
Segment Reporting | Change in Estimate |
RECENT ACCOUNTING PRONOUNCEME20
RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 6 Months Ended |
Jun. 26, 2015 | |
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract] | |
RRECENT ACCOUNTING PRONOUNCEMENTS | In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU" or "Update") No. 2014-09, "Revenue from Contracts with Customers." This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. On July 9, 2015 the FASB voted to defer the effective date of this standard by one year to December 15, 2017 for the interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. Companies may use either a full retrospective or modified retrospective approach to adopt this ASU. We are currently evaluating which transition approach to use and the full impact this ASU will have on our future financial statements. In August 2014, the FASB issued ASU No. 2014-15, to communicate amendments to FASB Account Standards Codification Subtopic 205-40, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The ASU requires management to evaluate relevant conditions, events and certain management plans that are known or reasonably knowable as of the evaluation date when determining whether substantial doubt about an entity’s ability to continue as a going concern exists. Management will be required to make this evaluation for both annual and interim reporting periods. Management will have to make certain disclosures if it concludes that substantial doubt exists or when it plans to alleviate substantial doubt about the entity’s ability to continue as a going concern. The standard is effective for annual periods ending after December 15, 2016 and for interim reporting periods starting in the first quarter of 2017. Early adoption is permitted. We currently believe there will be no impact on our financial statement disclosures. In April 2015, the FASB issued ASU No. 2015-03, “ Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. This ASU requires companies to present debt issuance costs as a direct deduction from the carrying value of that debt liability. ASU 2015-03 does not impact the recognition and measurement guidance for debt issuance costs. This ASU is effective for annual reporting periods beginning after December 15, 2015 and early adoption is permitted. Accordingly, we will adopt this ASU on January 1, 2016. Companies are required to use a retrospective approach and we are currently evaluating the impact to our future financial statements. In July 2015, the FASB issued authoritative guidance to simplify the subsequent measurement of inventory. Under this new standard, an entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments in this guidance should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact to our future financial statements. |
SIGNIFICANT ACCOUNTING POLICI21
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Components of inventories | The components of inventories are as follows (amounts in thousands): June 26, 2015 December 31, 2014 Raw materials $ 9,109 $ 6,457 Finished goods 15,043 14,714 Inventory reserves (659 ) (618 ) LIFO reserve (4,137 ) (4,672 ) $ 19,356 $ 15,881 |
Components of compensation expense as a result of share-based payments | The components of compensation expense (income) are as follows (amounts in thousands): Three Months Ended Six Months Ended June 26, 2015 June 27, 2014 June 26, 2015 June 27, 2014 Stock appreciation right expense (income) $ 43 $ (9 ) $ 63 $ 35 |
Assumptions for expected term, volatility and risk-free rate | The assumptions for expected term, volatility and risk-free rate are presented in the table below: June 26, 2015 June 27, 2014 Expected term (years) 1.2 – 5.0 2.2 - 5.0 Volatility 149.8% - 323.0% 274.8% - 362.5% Risk-free interest rate 0.4% - 1.7% 0.5% - 1.6% |
(LOSS) EARNINGS PER SHARE (Tabl
(LOSS) EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
(LOSS) EARNINGS PER SHARE [Abstract] | |
Schedule of earnings per share, basic and diluted | The basic and diluted earnings per share (“EPS”) calculations are as follows: Three Months Ended Six Months Ended June 26, 2015 June 27, 2014 June 26, 2015 June 27, 2014 Net (loss) income $ (980 ) $ 546 $ (2,816 ) $ 1,708 Average common shares outstanding - Basic 7,951 7,951 7,951 7,951 Dilutive effect of convertible preferred stock - 18,859 - 18,859 Average common shares outstanding - Diluted 7,951 26,810 7,951 26,810 Per share amount - Basic: $ (0.12 ) $ 0.07 $ (0.35 ) $ 0.21 Per share amount - Diluted: $ (0.12 ) $ 0.02 $ (0.35 ) $ 0.06 |
INDEBTEDNESS (Tables)
INDEBTEDNESS (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
INDEBTEDNESS [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following (amounts in thousands): June 26, 2015 December 31, 2014 Revolving loans payable under the BMO Credit Agreement $ 25,432 $ 21,967 Second Lien term loan payable under the VPM Credit Agreement 24,227 - Total debt 49,659 21,967 Less revolving loans, classified as current (25,432 ) (21,967 ) Long-term debt $ 24,227 $ - |
Scheduled Maturities of Term Loan | Aggregate remaining scheduled maturities of the Term Loan as of June 26, 2015 are as follows (amounts in thousands): 2016 $ - 2017 2,400 2018 2,400 2019 19,427 Total $ 24,227 |
RETIREMENT BENEFIT PLANS (Table
RETIREMENT BENEFIT PLANS (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
RETIREMENT BENEFIT PLANS [Abstract] | |
Net Periodic Benefit Cost | Other Benefits Three Months Ended Six Months Ended June 26, 2015 June 27, 2014 June 26, 2015 June 27, 2014 Components of net periodic benefit cost: Interest cost $ 13 $ 10 $ 25 $ 20 Amortization of net loss 9 (4 ) 17 (9 ) Net periodic benefit cost $ 22 $ 6 $ 42 $ 11 |
Other Benefits [Member] | |
RETIREMENT BENEFIT PLANS [Abstract] | |
Net Periodic Benefit Cost | Information regarding the Company’s net periodic benefit cost for pension and other postretirement benefit plans for the three and six months ended June 26, 2015 and June 27, 2014 is as follows (amounts in thousands): Pension Benefits Three Months Ended Six Months Ended June 26, 2015 June 27, 2014 June 26, 2015 June 27, 2014 Components of net periodic benefit cost: Interest cost $ 14 $ 16 $ 29 $ 30 Expected return on plan assets (17 ) (17 ) (33 ) (32 ) Amortization of net loss 12 10 24 19 Net periodic benefit cost $ 9 $ 9 $ 20 $ 17 |
STOCK INCENTIVE PLANS (Tables)
STOCK INCENTIVE PLANS (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
STOCK INCENTIVE PLANS [Abstract] | |
Summary of stock option activity under applicable plans | The following table summarizes stock option activity under each of the Company’s applicable plans: Options Weighted Weighted Aggregate Outstanding at December 31, 2014 6,000 $ 3.69 Granted - $ - Exercised - $ - Expired 6,000 $ 3.69 Cancelled - $ - Outstanding at June 26, 2015 - $ - 0.0 years $ - Vested and Exercisable at June 26, 2015 - $ - 0.0 years $ - |
Summary of SARs activity under applicable plans | The following table summarizes SARs activity under each of the Company’s applicable plans: SARs Non-Vested at December 31, 2014 - Granted 4,000 Vested (4,000 ) Cancelled - Non-Vested at June 26, 2015 - Total Outstanding at June 26, 2015 38,000 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
BUSINESS ACQUISITIONS [Abstract] | |
Business Acquisition, Pro Forma Information | The following unaudited pro forma consolidated financial information is presented as if the FTW acquisition had occurred at the beginning of the periods presented. In addition, this unaudited pro forma financial information is provided for illustrative purposes only and should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisition had actually occurred during those periods, or the results that may be obtained in the future as a result of the acquisition. Pro Forma (unaudited) Three months ended Six months ended June 27, 2014 June 27, 2014 Net Sales $ 25,625 $ 47,063 Gross profit 3,979 7,182 Net income 411 1,707 Average common shares outstanding - Basic 7,951 7,951 Dilutive effect of convertible preferred stock 18,859 18,859 Average common shares outstanding - Diluted 26,810 26,810 Basic earnings per share $ 0.05 $ 0.21 Diluted earnings per share $ 0.02 $ 0.06 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The audit of such financial statements is currently in process. Accounts receivable $ 757 Inventory 1,399 Fixed assets 2,317 Intangible assets 11,805 Goodwill 11,805 Total assets acquired 28,083 Accounts payable 2,162 Accrued expenses 66 Total liabilities assumed 2,228 Net assets acquired $ 25,855 |
SEVERANCE, RESTRUCTURING AND 27
SEVERANCE, RESTRUCTURING AND RELATED CHARGES (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
SEVERANCE, RESTRUCTURING AND RELATED CHARGES [Abstract] | |
Restructuring and Related Costs | The relocation is expected to be completed by the end of 2015. Three Months Ended Six Months Ended June 26, June 26, Contract termination costs $ - $ 1,600 Severance costs 100 100 Other associated costs 437 437 Total restructuring costs $ 537 $ 2,137 Contract Severance Costs Other Total Restructuring liabilities at December 31, 2014 $ - $ - $ - $ - Additions 1,600 100 437 2,137 Payments (1,600 ) - (83 ) (1,683 ) Other - - - - Restructuring liabilities at June 26, 2015 $ - 100 $ 354 $ 454 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
Schedule of Intangible Assets and Goodwill | Following is detailed information regarding the Company's intangible assets (amounts in thousands): June 26, 2015 December 31, 2014 Gross Accumulated Net Carrying Amount Gross Accumulated Net Carrying Amortizable: Customer lists $ 15,565 $ (399 ) $ 15,166 $ 3,760 $ (157 ) $ 3,603 Unamortizable: Goodwill 14,361 - 14,361 2,556 - 2,556 Tradenames 306 - 306 306 - 306 Total $ 30,232 $ (399 ) $ 29,833 $ 6,622 $ (157 ) $ 6,465 |
SIGNIFICANT ACCOUNTING POLICI29
SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 26, 2015USD ($)$ / shares | Jun. 27, 2014USD ($) | Jun. 26, 2015USD ($)Segment$ / shares | Jun. 27, 2014USD ($) | Dec. 31, 2014USD ($) | |
Fiscal Year [Abstract] | |||||
Number of shipping days | 63 days | 63 days | 123 days | 124 days | |
Consolidation Policy [Abstract] | |||||
Percentage of voting interest (in hundredths) | 50.00% | ||||
Inventories [Abstract] | |||||
Raw materials | $ 9,109,000 | $ 9,109,000 | $ 6,457,000 | ||
Finished goods | 15,043,000 | 15,043,000 | 14,714,000 | ||
Inventory reserves | (659,000) | (659,000) | (618,000) | ||
LIFO reserve | (4,137,000) | (4,137,000) | (4,672,000) | ||
Total inventories | $ 19,356,000 | $ 19,356,000 | $ 15,881,000 | ||
Percentage of LIFO inventory (in hundredths) | 73.00% | 73.00% | 78.00% | ||
FIFO inventory amount | $ 4,100,000 | $ 4,100,000 | $ 4,700,000 | ||
Accumulated Comprehensive Loss [Abstract] | |||||
Foreign currency translation adjustments | 800,000 | 800,000 | 700,000 | ||
Pension and other postretirement benefits adjustments | 800,000 | 800,000 | 800,000 | ||
Change in Estimate [Line Items] | |||||
Property and equipment, net | 13,151,000 | $ 13,151,000 | $ 10,158,000 | ||
Segment Reporting [Abstract] | |||||
Number of segments | Segment | 1 | ||||
Minimum [Member] | |||||
Assumptions for expected term, volatility and risk-free rate [Abstract] | |||||
Expected term (years) | 1 year 2 months 12 days | 2 years 2 months 12 days | |||
Volatility (in hundredths) | 149.80% | 274.80% | |||
Risk-free interest rate (in hundredths) | 0.40% | 0.50% | |||
Maximum [Member] | |||||
Assumptions for expected term, volatility and risk-free rate [Abstract] | |||||
Expected term (years) | 5 years | 5 years | |||
Volatility (in hundredths) | 323.00% | 362.50% | |||
Risk-free interest rate (in hundredths) | 1.70% | 1.60% | |||
Leasehold Improvements [Member] | |||||
Change in Estimate [Line Items] | |||||
Property and equipment, net | 1,500,000 | $ 1,500,000 | |||
Accelerated depreciation | $ 188,000 | $ 251,000 | |||
Accelerated depreciation on a per share basis (in dollars per share) | $ / shares | $ 0.02 | $ 0.03 | |||
Selling, General and Administrative Expenses [Member] | |||||
Stock appreciation right income [Abstract] | |||||
Stock appreciation right expense | $ 43,000 | $ (9,000) | $ 63,000 | $ 35,000 |
(LOSS) EARNINGS PER SHARE (Deta
(LOSS) EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | Dec. 31, 2014 | |
(LOSS) EARNINGS PER SHARE [Abstract] | |||||
Conversion to common stock at a ratio | 16.6:1 | ||||
Net (loss) income | $ (980) | $ 546 | $ (2,816) | $ 1,708 | |
Average common shares outstanding - Basic (in Shares) | 7,951,000 | 7,951,000 | 7,951,000 | 7,951,000 | |
Dilutive effect of convertible preferred stock (in shares) | 0 | 18,859,000 | 0 | 18,859,000 | |
Average common shares outstanding - Diluted (in Shares) | 7,951,000 | 26,810,000 | 7,951,000 | 26,810,000 | |
Per share amount - Basic: (in dollars per share) | $ (0.12) | $ 0.07 | $ (0.35) | $ 0.21 | |
Per share amount - Diluted: (in dollars per share) | $ (0.12) | $ 0.02 | $ (0.35) | $ 0.06 | |
Number of in the money options outstanding (in shares) | 0 | 0 | |||
Number of out of money options outstanding (in shares) | 6,000 | 6,000 | |||
Convertible preferred stock outstanding (in shares) | 1,131,551 | 1,131,551 | 1,131,551 | 1,131,551 | 1,131,551 |
Number of shares issued for convertible preferred stock (in shares) | 18,859,183 | 18,859,183 | 18,859,183 | 18,859,183 |
INDEBTEDNESS (Details)
INDEBTEDNESS (Details) - USD ($) | Apr. 07, 2015 | Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | Dec. 31, 2014 | Feb. 19, 2014 |
Schedule of Long-term Debt [Abstract] | |||||||
Total debt | $ 49,659,000 | $ 49,659,000 | $ 21,967,000 | ||||
Less revolving loans, classified as current | (25,432,000) | (25,432,000) | (21,967,000) | ||||
Long-term debt | 24,227,000 | 24,227,000 | 0 | ||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
Total debt | 49,659,000 | 49,659,000 | 21,967,000 | ||||
Amortization of debt issuance cost | 221,000,000 | $ 54,000,000 | 278,000 | $ 215,000 | |||
BMO Credit Agreement [Member] | |||||||
Schedule of Long-term Debt [Abstract] | |||||||
Total debt | 25,432,000 | 25,432,000 | 21,967,000 | ||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
Total debt | 25,432,000 | $ 25,432,000 | 21,967,000 | ||||
Maximum borrowing capacity | $ 27,000,000 | ||||||
Expiration date of Credit Facility | Feb. 17, 2017 | ||||||
Eligible assets as borrowing base | $ 31,100,000 | $ 31,100,000 | |||||
Unused commitment fee per quarter (in hundredths) | 0.25% | ||||||
BMO Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
Basis Spread (in hundredths) | 0.50% | ||||||
BMO Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
Basis Spread (in hundredths) | 1.00% | ||||||
BMO Credit Agreement [Member] | Eurodollar [Member] | |||||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
Basis Spread (in hundredths) | 1.50% | ||||||
BMO Credit Agreement [Member] | Eurodollar [Member] | Minimum [Member] | |||||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
Basis Spread (in hundredths) | 1.50% | ||||||
BMO Credit Agreement [Member] | Eurodollar [Member] | Maximum [Member] | |||||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
Basis Spread (in hundredths) | 2.00% | ||||||
BMO Credit Agreement [Member] | Federal Funds Rate [Member] | |||||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
Basis Spread (in hundredths) | 0.50% | ||||||
BMO Credit Agreement [Member] | LIBOR [Member] | |||||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
Applicable interest rate period disclosure | Term equivalent to the applicable one, two, three or six month interest period | ||||||
Amended Revolving Credit Facility [Member] | |||||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
Maximum borrowing capacity | $ 33,000,000 | $ 33,000,000 | |||||
Expiration date of Credit Facility | Apr. 7, 2018 | ||||||
Second Lien Credit Agreement [Member] | |||||||
Schedule of Long-term Debt [Abstract] | |||||||
Total debt | 24,227,000 | $ 24,227,000 | 0 | ||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
2,016 | 0 | 0 | |||||
2,017 | 2,400,000 | 2,400,000 | |||||
2,018 | 2,400,000 | 2,400,000 | |||||
2,019 | 19,427,000 | 19,427,000 | |||||
Total debt | 24,227,000 | 24,227,000 | 0 | ||||
PB Loan Agreement [Member] | |||||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
Write off of debt issuance cost | $ 109,000 | ||||||
Term Loan [Member] | Second Lien Credit Agreement [Member] | |||||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
Maximum borrowing capacity | $ 24,000,000 | ||||||
Debt instrument interest rate (in hundredths) | 4.00% | ||||||
Percentage of amortization payments and annual excess cash flow prepayments (in hundredths) | 25.00% | ||||||
Term Loan [Member] | Second Lien Credit Agreement [Member] | LIBOR [Member] | |||||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
Debt instrument interest rate (in hundredths) | 9.50% | ||||||
Debt instrument term of variable rate | 1 month | ||||||
Letter of Credit [Member] | BMO Credit Agreement [Member] | |||||||
Scheduled Maturities of Term Loan [Abstract] | |||||||
Maximum borrowing capacity | $ 3,000,000 | ||||||
Amount outstanding | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 |
RETIREMENT BENEFIT PLANS (Detai
RETIREMENT BENEFIT PLANS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Pension Benefits [Member] | ||||
Components of net periodic benefit cost [Abstract] | ||||
Interest cost | $ 14 | $ 16 | $ 29 | $ 30 |
Expected return on plan assets | (17) | (17) | (33) | (32) |
Amortization of net loss | 12 | 10 | 24 | 19 |
Net periodic benefit cost | 9 | 9 | 20 | 17 |
Entity's contributions towards pension plan | 18 | 36 | ||
Expected future contributions in current fiscal year | 36 | |||
Other Benefits [Member] | ||||
Components of net periodic benefit cost [Abstract] | ||||
Interest cost | 13 | 10 | 25 | 20 |
Amortization of net loss | 9 | (4) | 17 | (9) |
Net periodic benefit cost | $ 22 | $ 6 | $ 42 | $ 11 |
STOCK INCENTIVE PLANS (Details)
STOCK INCENTIVE PLANS (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 26, 2015 | Dec. 31, 2014 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Options [Roll Forward] | ||
Options outstanding at beginning of period (in shares) | 6,000 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Expired (in shares) | 6,000 | |
Cancelled (in shares) | 0 | |
Options outstanding at Ending of period (in shares) | 0 | |
Vested and Exercisable at Ending of period (in shares) | 0 | |
Weighted Average Exercise Price [Abstract] | ||
Options outstanding at beginning of period (in dollars per share) | $ 3.69 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Expired (in dollars per share) | 3.69 | |
Cancelled (in dollars per share) | 0 | |
Options outstanding at Ending of period (in dollars per share) | 0 | |
Vested and Exercisable at Ending of period (in dollars per share) | $ 0 | |
Weighted Average Remaining Contractual Life [Abstract] | ||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | ||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1 | ||
Aggregate Intrinsic Value [Abstract] | ||
Aggregate Intrinsic Value, Outstanding at end of period | $ 0 | |
Aggregate Intrinsic Value, Vested and Exercisable at end of period | $ 0 | |
Stock Options [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercisable period | 12 months | |
Stock Options [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercisable period | 10 years | |
Stock Appreciation Rights (SARs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Expiration period | 10 years | |
Minimum percentage of cumulative number of vested stock appreciation rights held by an employee (in hundredths) | 50.00% | |
Summary of SARs activity under applicable plans [Roll Forward] | ||
Non-Vested at Beginning of period (in shares) | 0 | |
Granted (in shares) | 4,000 | |
Vested (in shares) | (4,000) | |
Cancelled (in shares) | 0 | |
Non-Vested at Ending of period (in shares) | 0 | |
Total Outstanding at end of period (in shares) | 38,000 | |
Aggregate liability related to SARs | $ 109 | $ 47 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 26, 2015 | Jun. 27, 2014 | Dec. 31, 2014 | |
INCOME TAXES [Abstract] | |||
Deferred tax liabilities | $ 2,400 | ||
Release of valuation allowance | $ 80,000 | $ 2,300 | $ 79,000 |
Deferred tax assets, net of deferred tax liabilities | 79,800 | 78,900 | |
Net operating loss carry forwards | 63,100 | 62,100 | |
Liability for unrecognized tax benefits | 100 | 100 | |
Interest and penalties accrued | $ 25 | $ 25 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | Dec. 31, 2014 | Feb. 28, 2014 | |
Kohlberg and Co., L.L.C. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Affiliate's holding on convertible preferred stock (in Shares) | 1,131,551 | 1,131,551 | ||||
Due to related parties | $ 3.5 | $ 3.5 | $ 3.3 | $ 0.2 | ||
Selling, general and administrative expense | $ 0.1 | $ 0.1 | 0.3 | $ 0.3 | ||
Expected amount to be incurred to related party | $ 0.5 | |||||
Maturity date | Dec. 31, 2019 | |||||
Interest rate on related part loans (in hundredths) | 15.00% | |||||
Two Directors [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | $ 0.1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 6 Months Ended |
Jun. 26, 2015 | |
General Environmental and Other Claims [Abstract] | |
Maximum period taken for injury to reach a final outcome on certain claims | 10 years |
Minimum [Member] | |
General Environmental and Other Claims [Abstract] | |
Period of claim amount to be paid over | 5 years |
Maximum [Member] | |
General Environmental and Other Claims [Abstract] | |
Period of claim amount to be paid over | 10 years |
BUSINESS ACQUISITIONS, Income S
BUSINESS ACQUISITIONS, Income Statement Disclosure (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 07, 2015 | Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Feb. 19, 2014 |
Business acquisition, pro forma information [Abstract] | |||||
Net Sales | $ 25,625 | $ 47,063 | |||
Gross profit | 3,979 | 7,182 | |||
Net income | $ 411 | $ 1,707 | |||
Average common shares outstanding - Basic (in shares) | 7,951 | 7,951 | |||
Dilutive effect of convertible preferred stock (in shares) | 18,859 | 18,859 | |||
Average common shares outstanding - Diluted (in shares) | 26,810 | 26,810 | |||
Basic earnings per share (in dollars per share) | $ 0.05 | $ 0.21 | |||
Diluted earnings per share (in dollars per share) | $ 0.02 | $ 0.06 | |||
Working capital adjustments | $ 200 | ||||
General and Administrative Expense [Member] | |||||
Business acquisition, pro forma information [Abstract] | |||||
Costs related to acquisition | $ 1,000 | $ 1,300 | |||
Multi-nozzle Structural Plastic [Member] | |||||
Business acquisition, pro forma information [Abstract] | |||||
Acquisition costs incurred | $ 11,000 | ||||
Centrex Plastics, LLC [Member] | |||||
Business acquisition, pro forma information [Abstract] | |||||
Effective date of acquisition | Apr. 7, 2015 | ||||
Payments to acquire businesses | $ 23,900 | ||||
Business acquisition annual payment period | 3 years | ||||
Centrex Plastics, LLC [Member] | Minimum [Member] | |||||
Business acquisition, pro forma information [Abstract] | |||||
Post closing earnout Payments | $ 2,000 |
BUSINESS ACQUISITIONS, Balance
BUSINESS ACQUISITIONS, Balance Sheet Disclosure (Details) $ in Thousands | Apr. 07, 2015USD ($) |
BUSINESS ACQUISITIONS [Abstract] | |
Accounts receivable | $ 757 |
Inventory | 1,399 |
Fixed assets | 2,317 |
Intangible assets | 11,805 |
Goodwill | 11,805 |
Total Assets Acquired | 28,083 |
Accounts payable | 2,162 |
Accrued expenses | 66 |
Total liabilities assumed | 2,228 |
Net assets acquired | $ 25,855 |
SEVERANCE, RESTRUCTURING AND 39
SEVERANCE, RESTRUCTURING AND RELATED CHARGES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring costs | $ 537 | $ 0 | $ 2,137 | $ 0 |
Restructuring and Related Cost, Expected Cost [Abstract] | ||||
Estimated severance, restructuring and related charges | 5,800 | 5,800 | ||
Restructuring Reserve [Roll Forward] | ||||
Restructuring liabilities at December 31, 2014 | 0 | |||
Additions | 2,137 | |||
Payments | (1,683) | |||
Other | 0 | |||
Restructuring liabilities at March 27, 2015 | 454 | 454 | ||
Severance costs | 600 | |||
Other relocation associated costs | 3,600 | |||
Additional incentive payment received included in other liabilities | 400 | |||
General and Administrative Expense [Member] | ||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||
Incentive payment received upon signing of lease | 1,700 | 1,700 | ||
Restructuring Reserve [Roll Forward] | ||||
Recognized gain on liability from acceleration of lease term | 700 | |||
Contract Termination Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring costs | 0 | 1,600 | ||
Restructuring Reserve [Roll Forward] | ||||
Restructuring liabilities at December 31, 2014 | 0 | |||
Additions | 1,600 | |||
Payments | (1,600) | |||
Other | 0 | |||
Restructuring liabilities at March 27, 2015 | 0 | 0 | ||
Other Associated Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring costs | 437 | 437 | ||
Restructuring Reserve [Roll Forward] | ||||
Restructuring liabilities at December 31, 2014 | 0 | |||
Additions | 437 | |||
Payments | (83) | |||
Other | 0 | |||
Restructuring liabilities at March 27, 2015 | 354 | 354 | ||
Severance Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring costs | 100 | 100 | ||
Restructuring Reserve [Roll Forward] | ||||
Restructuring liabilities at December 31, 2014 | 0 | |||
Additions | 100 | |||
Payments | 0 | |||
Other | 0 | |||
Restructuring liabilities at March 27, 2015 | $ 100 | $ 100 |
GOODWILL AND INTANGIBLE ASSET40
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Accumulated Amortization | $ (399) | $ (399) | $ (157) | ||
Indefinite-lived Intangible Assets [Roll Forward] | |||||
Goodwill Gross | 14,361 | 14,361 | 2,556 | ||
Goodwill Net | 14,361 | 14,361 | 2,556 | ||
Intangible Assets, Gross Including Goodwill | 30,232 | 30,232 | 6,622 | ||
Intangible Assets, Net Including Goodwill | 29,833 | 29,833 | 6,465 | ||
Amortization expense on intangible assets | 195 | $ 47 | 242 | $ 61 | |
Trade Names [Member] | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Gross Amount | 306 | 306 | 306 | ||
Net Carrying Amount | 306 | 306 | 306 | ||
Customer Lists [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | 15,565 | 15,565 | 3,760 | ||
Accumulated Amortization | (399) | (399) | (157) | ||
Net Carrying Amount | $ 15,166 | $ 15,166 | $ 3,603 | ||
Useful life | 20 years |
LEASE OBLIGATIONS (Details)
LEASE OBLIGATIONS (Details) | Apr. 07, 2015USD ($)ft²Option | Mar. 25, 2015USD ($)ft²Option | Jun. 26, 2015 |
Missouri [Member] | |||
Operating Leased Assets [Line Items] | |||
Lease area | ft² | 534,000 | ||
Initial rental term | 132 months | ||
Lease commencement date | Jan. 1, 2016 | ||
Lease expiration date | Dec. 31, 2026 | ||
Number of lease renewal period options | Option | 2 | ||
Lease arrangement renewal period | 5 years | ||
Lease rent expense | $ 138,395 | ||
Maximum rental amount | $ 154,195 | ||
Ohio [Member] | |||
Operating Leased Assets [Line Items] | |||
Lease area | ft² | 96,000 | ||
Initial rental term | 5 years | ||
Lease commencement date | Apr. 7, 2015 | ||
Lease expiration date | Mar. 15, 2020 | ||
Number of lease renewal period options | Option | 1 | ||
Lease arrangement renewal period | 5 years | ||
Initial monthly rent | $ 18,000 |