Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 2-May-14 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'PERMA FIX ENVIRONMENTAL SERVICES INC | ' |
Entity Central Index Key | '0000891532 | ' |
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 | ' | 11,432,586 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $39,000 | $333,000 |
Restricted cash | 35,000 | 35,000 |
Accounts receivable, net of allowance for doubtful accounts of $1,916 and $1,932, respectively | 7,531,000 | 8,106,000 |
Unbilled receivables - current | 5,883,000 | 4,917,000 |
Inventories | 601,000 | 520,000 |
Prepaid and other assets | 3,065,000 | 3,084,000 |
Current assets related to discontinued operations | 731,000 | 3,114,000 |
Total current assets | 17,885,000 | 20,109,000 |
Property and equipment: | ' | ' |
Buildings and land | 19,486,000 | 19,486,000 |
Equipment | 35,465,000 | 35,279,000 |
Vehicles | 510,000 | 610,000 |
Leasehold improvements | 11,625,000 | 11,625,000 |
Office furniture and equipment | 2,046,000 | 2,046,000 |
Construction-in-progress | 757,000 | 630,000 |
Total property and equipment | 69,889,000 | 69,676,000 |
Less accumulated depreciation and amortization | -44,651,000 | -43,616,000 |
Net property and equipment | 25,238,000 | 26,060,000 |
Property and equipment related to discontinued operations | 1,367,000 | 1,367,000 |
Intangibles and other long term assets: | ' | ' |
Permits | 16,731,000 | 16,744,000 |
Goodwill | 1,330,000 | 1,330,000 |
Other intangible assets - net | 2,834,000 | 2,980,000 |
Unbilled receivables - non-current | 91,000 | 302,000 |
Finite risk sinking fund | 21,314,000 | 21,307,000 |
Other assets | 1,364,000 | 1,401,000 |
Total assets | 88,154,000 | 91,600,000 |
Current liabilities: | ' | ' |
Accounts payable | 5,832,000 | 5,462,000 |
Accrued expenses | 5,251,000 | 5,201,000 |
Disposal/transportation accrual | 1,984,000 | 1,385,000 |
Unearned revenue | 3,332,000 | 4,149,000 |
Current liabilities related to discontinued operations | 2,728,000 | 3,994,000 |
Current portion of long-term debt | 3,220,000 | 2,876,000 |
Total current liabilities | 22,347,000 | 23,067,000 |
Accrued closure costs | 5,294,000 | 5,222,000 |
Other long-term liabilities | 754,000 | 739,000 |
Deferred tax liabilities | 1,042,000 | 1,012,000 |
Long-term liabilities related to discontinued operations | 604,000 | 602,000 |
Long-term debt, less current portion | 12,465,000 | 11,372,000 |
Total long-term liabilities | 20,159,000 | 18,947,000 |
Total liabilities | 42,506,000 | 42,014,000 |
Commitments and Contingencies | ' | ' |
Preferred Stock of subsidiary, $1.00 par value; 1,467,396 shares authorized, 1,284,730 shares issued and outstanding, liquidation value $1.00 per share plus accrued and unpaid dividends of $754 and $738, respectively | 1,285,000 | 1,285,000 |
Stockholders' Equity: | ' | ' |
Preferred Stock, $.001 par value; 2,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common Stock, $.001 par value; 75,000,000 shares authorized, 11,427,292 and 11,406,573 shares issued, respectively; 11,419,650 and 11,398,931 shares outstanding, respectively | 11,000 | 11,000 |
Additional paid-in capital | 103,501,000 | 103,454,000 |
Accumulated deficit | -59,047,000 | -55,078,000 |
Accumulated other comprehensive (loss) income | -14,000 | 2,000 |
Less Common Stock in treasury, at cost; 38,210 shares | -88,000 | -88,000 |
Total stockholders' equity | 44,363,000 | 48,301,000 |
Total liabilities and stockholders' equity | $88,154,000 | $91,600,000 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Current assets: | ' | ' |
Accounts receivable, allowance for doubtful accounts | $1,916 | $1,932 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Preferred Stock of subsidiary, par value (in dollars per share) | $1 | $1 |
Preferred Stock of subsidiary, authorized (in shares) | 1,467,396 | 1,467,396 |
Preferred Stock of subsidiary, issued plus accrued and unpaid dividends (in shares) | 1,284,730 | 1,284,730 |
Preferred Stock of subsidiary, outstanding plus accrued and unpaid dividends (in shares) | 1,284,730 | 1,284,730 |
Preferred Stock of subsidiary, Liquidation value per share (in dollars per share) | $1 | $1 |
Preferred Stock of subsidiary, unpaid dividends | $754 | $738 |
Stockholders' Equity: | ' | ' |
Preferred Stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred Stock, issued (in shares) | 0 | 0 |
Preferred Stock, outstanding (in shares) | 0 | 0 |
Common Stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, authorized (in shares) | 75,000,000 | 75,000,000 |
Common Stock, issued (in shares) | 11,427,292 | 11,406,573 |
Common Stock, outstanding (in shares) | 11,419,650 | 11,398,931 |
Common Stock, in treasury (in shares) | 38,210 | 38,210 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Share data in Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Consolidated Statements of Operations (Unaudited) [Abstract] | ' | ' |
Net revenues | $10,544,000 | $19,829,000 |
Cost of goods sold | 10,450,000 | 19,292,000 |
Gross profit | 94,000 | 537,000 |
Selling, general and administrative expenses | 3,212,000 | 4,186,000 |
Research and development | 371,000 | 499,000 |
Loss on disposal of property and equipment | 0 | 2,000 |
Loss from operations | -3,489,000 | -4,150,000 |
Other income (expense): | ' | ' |
Interest income | 7,000 | 9,000 |
Interest expense | -153,000 | -145,000 |
Interest expense - financing fees | -45,000 | -23,000 |
Other | 7,000 | -8,000 |
Loss from continuing operations before taxes | -3,673,000 | -4,317,000 |
Income tax expense (benefit) | 30,000 | -1,429,000 |
Loss from continuing operations, net of taxes | -3,703,000 | -2,888,000 |
Loss from discontinued operations, net of taxes | -266,000 | -27,000 |
Net loss | -3,969,000 | -2,915,000 |
Net loss attributable to non-controlling interest | 0 | -3,000 |
Net loss attributable to Perma-Fix Environmental Services, Inc. common stockholders | ($3,969,000) | ($2,912,000) |
Net loss per common share attributable to Pema-Fix Environmental Services, Inc. stockholders - basic and diluted: | ' | ' |
Continuing operations (in dollars per share) | ($0.33) | ($0.26) |
Discontinued operations (in dollars per share) | ($0.02) | $0 |
Net loss per common share (in dollars per share) | ($0.35) | ($0.26) |
Number of common shares used in computing net loss per share: | ' | ' |
Basic (in shares) | 11,419 | 11,254 |
Diluted (in shares) | 11,419 | 11,254 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Consolidated Statements of Comprehensive Loss (Unaudited) [Abstract] | ' | ' |
Net loss | ($3,969,000) | ($2,915,000) |
Other comprehensive loss: | ' | ' |
Foreign currency translation loss | -16,000 | -2,000 |
Total other comprehensive loss | -16,000 | -2,000 |
Comprehensive loss | -3,985,000 | -2,917,000 |
Comprehensive loss attributable to non-controlling interest | 0 | -3,000 |
Comprehensive loss attributable to Perma-Fix Environmental Services, Inc. stockholders | ($3,985,000) | ($2,914,000) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($3,969,000) | ($2,915,000) |
Less: loss from discontinued operations, net of taxes | -266,000 | -27,000 |
Loss from continuing operations, net of taxes | -3,703,000 | -2,888,000 |
Adjustments to reconcile net loss to cash used in operations: | ' | ' |
Depreciation and amortization | 1,211,000 | 1,287,000 |
Amortization of debt discount | 21,000 | 0 |
Amortization of fair value of customer contracts | 0 | -422,000 |
Deferred tax expense (benefit) | 30,000 | -1,432,000 |
(Benefit) provision for bad debt and other reserves | -9,000 | 5,000 |
Foreign exchange loss | -16,000 | -2,000 |
Loss on disposal of plant, property and equipment | 0 | 2,000 |
Issuance of common stock for services | 64,000 | 49,000 |
Stock-based compensation | -18,000 | 51,000 |
Changes in operating assets and liabilities of continuing operations | ' | ' |
Accounts receivable | 534,000 | 704,000 |
Unbilled receivables | -755,000 | 2,464,000 |
Prepaid expenses, inventories and other assets | 197,000 | 548,000 |
Accounts payable, accrued expenses and unearned revenue | 103,000 | -2,479,000 |
Cash used in continuing operations | -2,341,000 | -2,113,000 |
Cash provided by (used in) discontinued operations | 861,000 | -139,000 |
Cash used in operating activities | -1,480,000 | -2,252,000 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment, net | -213,000 | -116,000 |
Payment to finite risk sinking fund | -7,000 | -9,000 |
Cash used in investing activities | -220,000 | -125,000 |
Cash flows from financing activities: | ' | ' |
Net borrowing of revolving credit | 2,033,000 | 988,000 |
Principal repayments of long term debt | -618,000 | -719,000 |
Cash provided by financing activities of continuing operations | 1,415,000 | 269,000 |
Principal repayments of long term debt for discontinued operations | -9,000 | -9,000 |
Cash provided by (used in) financing activities | 1,406,000 | 260,000 |
Decrease in cash | -294,000 | -2,117,000 |
Cash at beginning of period | 333,000 | 4,368,000 |
Cash at end of period | 39,000 | 2,251,000 |
Supplemental disclosure: | ' | ' |
Interest paid | 144,000 | 155,000 |
Income taxes paid | $18,000 | $25,000 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended | |
Mar. 31, 2014 | ||
Basis of Presentation [Abstract] | ' | |
Basis of Presentation | ' | |
1 | Basis of Presentation | |
The condensed consolidated financial statements included herein have been prepared by the Company (which may be referred to as we, us or our), without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“the Commission”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures which are made are adequate to make the information presented not misleading. Further, the condensed consolidated financial statements reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2014. | ||
We suggest that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013. | ||
Reverse Stock Split | ||
The Company effected a reverse stock split at a ratio of 1-for-5 of the Company’s then outstanding Common Stock (“Common Stock”), and shares of Common Stock issuable upon exercise of the then outstanding stock options and warrants, effective as of 12:01 a.m. on October 15, 2013. As a result of the reverse stock split, each five shares of the outstanding Common Stock and shares held in treasury were combined into one share of Common Stock without any change to the par value per share. The reverse stock split did not affect the number of authorized shares of Common Stock which remains at 75,000,000. As a result of this reverse stock split, all references in the financial statements and notes thereto to the number of shares outstanding, per share amounts, and outstanding stock option and warrant data of the Company’s Common Stock have been restated to reflect the effect of the stock split for all periods presented. | ||
Going Concern | ||
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. Our independent registered public accounting firm included in its report covering our 2013 audited consolidated financial statements an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the accumulated deficit of $59,047,000 incurred through March 31, 2014. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. During the three months ended March 31, 2014, the Company incurred a net loss of $3,969,000. As of March 31, 2014, we have a deficit in working capital of $4,462,000. Revenues for the three months ended March 31, 2014 were $10,544,000 and were below our expectations and internal forecasts as a result, in large part, of the government sequestration, federal governmental clients operating under reduced budgets, ending of contracts, and general adverse economic conditions. | ||
The Company’s cash flow requirements during the three months ended March 31, 2014 and fiscal year 2013 were financed by cash on hand, operations, our credit facility, and debt financing. The Company is continually reviewing operating costs and is committed to further reducing operating costs to bring them in line with revenue levels. | ||
Our ability to achieve and maintain profitability is dependent upon our ability to successfully raise additional capital and develop our business plans that will generate profitable revenues. The Company continues to explore all sources of increasing revenue. If the Company is unable in the near term to raise capital on commercially reasonable terms or increase revenue, it may not have sufficient cash to sustain its operations for the remainder of 2014. As a result, the Company may be forced to further reduce or even curtail its operations. | ||
The Company continues to focus on expansion into both commercial and international markets to help offset the uncertainties of government spending in the USA. This includes new services, new customers and increasing market share in our current markets. Although no assurances can be given, we believe we will be able to successfully implement this plan. In January 2014, the fiscal year 2014 Omnibus spending bill was approved by Congress and the President. This budget, the first approved in several years, restores federal government funding cuts instituted in 2013 from sequestration and allows for new spending on projects that was not allowed under Continuing Resolutions (“CR”). | ||
Reclassifications | ||
Certain prior period amounts have been reclassified to conform with the current period presentation. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |
Mar. 31, 2014 | ||
Summary of Significant Accounting Policies [Abstract] | ' | |
Summary of Significant Accounting Policies | ' | |
2 | Summary of Significant Accounting Policies | |
Our accounting policies are as set forth in the notes to consolidated financial statements referred to above. | ||
Recent Accounting Standards | ||
There have been no recently issued accounting standards that are expected to have a material impact on the Company’s financial condition or results of operations. |
Other_Intangible_Assets
Other Intangible Assets | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||
Other Intangible Assets [Abstract] | ' | ||||||||||||||||||||||||||||
Other Intangible Assets | ' | ||||||||||||||||||||||||||||
3 | Other Intangible Assets | ||||||||||||||||||||||||||||
The following table summarizes information relating to the Company’s other intangible assets: | |||||||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||||||||
Useful | Gross | Net | Gross | Net | |||||||||||||||||||||||||
Lives | Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | |||||||||||||||||||||||
(Years) | Amount | Amortization | Amount | Amount | Amortization | Amount | |||||||||||||||||||||||
Intangibles (amount in thousands) | |||||||||||||||||||||||||||||
Patent | 18-Aug | $ | 523 | $ | (162 | ) | $ | 361 | $ | 514 | $ | (155 | ) | $ | 359 | ||||||||||||||
Software | 3 | 387 | (281 | ) | 106 | 379 | (258 | ) | 121 | ||||||||||||||||||||
Non-compete agreement | 1.2 | 265 | (213 | ) | 52 | 265 | (174 | ) | 91 | ||||||||||||||||||||
Customer contracts | 0.5 | 790 | (790 | ) | ¾ | 790 | (790 | ) | ¾ | ||||||||||||||||||||
Customer relationships | 12 | 3,370 | (1,055 | ) | 2,315 | 3,370 | (961 | ) | 2,409 | ||||||||||||||||||||
Total | $ | 5,335 | $ | (2,501 | ) | $ | 2,834 | $ | 5,318 | $ | (2,338 | ) | $ | 2,980 | |||||||||||||||
The intangible assets are amortized on a straight-line basis over their useful lives with the exception of customer relationships which are being amortized using an accelerated method. | |||||||||||||||||||||||||||||
The following table summarizes the expected amortization over the next five years for our definite-lived intangible assets (which include the one definite-lived permit at our Diversified Scientific Services, Inc. (“DSSI”) subsidiary): | |||||||||||||||||||||||||||||
Amount | |||||||||||||||||||||||||||||
Year | (In thousands) | ||||||||||||||||||||||||||||
2014 (remaining) | $ | 401 | |||||||||||||||||||||||||||
2015 | 492 | ||||||||||||||||||||||||||||
2016 | 419 | ||||||||||||||||||||||||||||
2017 | 385 | ||||||||||||||||||||||||||||
2018 | 355 | ||||||||||||||||||||||||||||
$ | 2,052 | ||||||||||||||||||||||||||||
Amortization expense relating to intangible assets for the Company was $176,000 and $164,000 for the three months ended March 31, 2014 and 2013, respectively. |
Stock_Based_Compensation
Stock Based Compensation | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Stock Based Compensation [Abstract] | ' | ||||||||
Stock Based Compensation | ' | ||||||||
4 | Stock Based Compensation | ||||||||
We follow FASB ASC 718, “Compensation – Stock Compensation” (“ASC 718”) to account for stock-based compensation. ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. | |||||||||
The Company has certain stock option plans under which it awards incentive and non-qualified stock options to employees, officers, and outside directors. Stock options granted to employees have either a ten year contractual term with one-fifth yearly vesting over a five year period or a six year contractual term with one-third yearly vesting over a three year period. Stock options granted to outside directors have a ten year contractual term with vesting period of six months. | |||||||||
No stock options were granted during the first quarter of 2014 or 2013. | |||||||||
As of March 31, 2014, we had an aggregate of 171,600 employee stock options outstanding (from the 2004 and 2010 Stock Option Plans), of which all are vested. The weighted average exercise price of the 171,600 outstanding and fully vested employee stock options is $10.05 with a remaining weighted contractual life of 0.4 years. Additionally, we had an aggregate of 169,200 outstanding director stock options (from the 2003 Outside Directors Stock Plans), of which 163,200 are vested. The weighted average exercise price of the 163,200 outstanding and fully vested director stock options is $9.18 with a remaining weighted contractual life of 5.0 years. | |||||||||
The Company estimates fair value of stock options using the Black-Scholes valuation model. Assumptions used to estimate the fair value of stock options granted include the exercise price of the award, the expected term, the expected volatility of the Company’s stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the expected annual dividend yield. | |||||||||
The following table summarizes stock-based compensation recognized for the three months ended March 31, 2014 and 2013 for our employee and director stock options. | |||||||||
Three Months Ended | |||||||||
Stock Options | March 31, | ||||||||
2014 | 2013 | ||||||||
Employee Stock Options | $ | (39,000 | ) | $ | 33,000 | ||||
Director Stock Options | 21,000 | 18,000 | |||||||
Total | $ | (18,000 | ) | $ | 51,000 | ||||
We recognized stock-based compensation expense using a straight-line amortization method over the requisite period, which is the vesting period of the stock option grant. ASC 718 requires that stock based compensation expense be based on options that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We have generally estimated forfeiture rates based on historical trends of actual forfeitures. When actual forfeitures vary from our estimates, we recognize the difference in compensation expense in the period the actual forfeitures occur or when options vest. The total stock-based compensation expense for the three months ended March 31, 2014 included a reduction of approximately $54,000 resulting from the forfeiture of options by Mr. Jim Blankenhorn, our Chief Operating Officer (“COO”), who voluntarily resigned from the Company effective March 28, 2014. The COO was granted an option from the Company’s 2010 Stock Option Plan on July 25, 2011, to purchase up to 60,000 shares of the Company’s Common Stock at $7.85 per share. The options had a six year contractual term with one-third yearly vesting over a three year period. | |||||||||
As of March 31, 2014, we have approximately $1,000 of total unrecognized compensation cost related to unvested options, which we expect to recognize in the second quarter of 2014. | |||||||||
Stock_Plans_and_NonQualified_O
Stock Plans and Non-Qualified Option Agreement | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Stock Plans and Non-Qualified Option Agreement [Abstract] | ' | ||||||||||||||||
Stock Plans and Non-Qualified Option Agreement | ' | ||||||||||||||||
5 | Stock Plans and Non-Qualified Option Agreement | ||||||||||||||||
The summary of the Company’s total Stock Plans and a Non-Qualified Stock Option Agreement (which was forfeited in second quarter of 2013) as of March 31, 2014, as compared to March 31, 2013, and changes during the periods then ended, are presented below. The Company’s Plans consist of the 1993 Non-Qualified Stock Option Plan (last options expired February 2013), the 2004 and 2010 Stock Option Plans, and the 2003 Outside Directors Stock Plans: | |||||||||||||||||
Weighted Average | Aggregate | ||||||||||||||||
Weighted Average | Remaining | Intrinsic | |||||||||||||||
Shares | Exercise Price | Contractual Term | Value | ||||||||||||||
Options outstanding January 1, 2014 | 362,800 | $ | 9.53 | ||||||||||||||
Granted | ─ | ─ | |||||||||||||||
Exercised | ─ | ─ | $ | ─ | |||||||||||||
Forfeited | (22,000 | ) | 8.17 | ||||||||||||||
Options outstanding End of Period (2) | 340,800 | 9.62 | 2.7 | $ | 47,790 | ||||||||||||
Options Exercisable at March 31, 2014(2) | 334,800 | $ | 9.73 | 2.6 | $ | 37,710 | |||||||||||
Options Vested and expected to be vested at March 31, 2014 | 340,800 | $ | 9.62 | 2.7 | $ | 47,790 | |||||||||||
Weighted Average | Aggregate | ||||||||||||||||
Weighted Average | Remaining | Intrinsic | |||||||||||||||
Shares | Exercise Price | Contractual Term | Value | ||||||||||||||
Options outstanding January 1, 2013 | 528,800 | $ | 9.82 | ||||||||||||||
Granted | ─ | ─ | |||||||||||||||
Exercised | ─ | ─ | $ | ─ | |||||||||||||
Forfeited | (82,000 | ) | 10.86 | ||||||||||||||
Options outstanding End of Period (1) | 446,800 | 9.63 | 3.8 | $ | ─ | ||||||||||||
Options Exercisable at March 31, 2013(1) | 369,300 | $ | 10.12 | 3.3 | $ | ─ | |||||||||||
Options Vested and expected to be vested at March 31, 2013 | 446,800 | $ | 9.63 | 3.8 | $ | ─ | |||||||||||
-1 | Options with exercise prices ranging from $5.50 to $14.75 | ||||||||||||||||
-2 | Options with exercise prices ranging from $2.79 to $14.75 |
Loss_Per_Share
Loss Per Share | 3 Months Ended | |
Mar. 31, 2014 | ||
Loss Per Share [Abstract] | ' | |
Loss Per Share | ' | |
6 | Loss Per Share | |
Basic loss per share excludes any dilutive effects of stock options, warrants, and convertible preferred stock. In periods where they are anti-dilutive, such amounts are excluded from the calculations of dilutive earnings per share. Net loss attributable to non-controlling interests are excluded from loss from continuing operations in the below calculation in accordance with ASC 260, “Earnings Per Share.” | ||
The diluted loss per share calculations exclude options to purchase approximately 316,800 and 446,800 shares of common stock for the three months ended March 31, 2014 and 2013, respectively, because their effect would have been antidilutive as a result of the net losses recorded in these periods. | ||
Long_Term_Debt
Long Term Debt | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Long Term Debt [Abstract] | ' | ||||||||
Long Term Debt | ' | ||||||||
7 | Long Term Debt | ||||||||
Long-term debt consists of the following at March 31, 2014 and December 31, 2013: | |||||||||
(Amounts in Thousands) | March 31, | 31-Dec-13 | |||||||
2014 | |||||||||
Revolving Credit facility dated October 31, 2011, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, variable interest paid monthly at our option of prime rate (3.25% at March 31, 2014) plus 2.0% or London Interbank Offer Rate ("LIBOR") plus 3.0%, balance due October 31, 2016. Effective interest rate for the first quarter of 2014 was 5.2%. (1) | $ | 2,033 | $ | — | |||||
Term Loan dated October 31, 2011, payable in equal monthly installments of principal of $190, balance due in October 31, 2016, variable interest paid monthly at option of prime rate plus 2.5% or LIBOR plus 3.5%. Effective interest rate for the first quarter of 2014 was 3.7%. (1) | 10,667 | 11,238 | |||||||
Promissory Note dated February 12, 2013, payable in monthly installments of $10, which includes interest and principal, starting February 28, 2013, interest accrues at annual rate of 6.0%, balance due January 31, 2015. (2) | 99 | 127 | |||||||
Promissory Note dated August 2, 2013, payable in twelve monthly installments of interest only, starting September 1, 2013 and twenty-four monthly installments of $125 in principal plus accrued interest. Interest accrues at annual rate of 2.99%. (2) (3) | 2,798 | 2,777 | |||||||
Various capital lease and promissory note obligations, payable 2014 to 2016, interest at rates ranging from 5.3% to 7.1%. | 114 | 141 | |||||||
15,711 | 14,283 | ||||||||
Less current portion of long-term debt | 3,220 | 2,876 | |||||||
Less long-term debt related to assets held for sale | 26 | 35 | |||||||
$ | 12,465 | $ | 11,372 | ||||||
-1 | Our Revolving Credit facility is collateralized by our accounts receivable and our Term Loan is collateralized by our property, plant, and equipment. | ||||||||
-2 | Uncollateralized note. | ||||||||
-3 | Net of debt discount of ($202,000) and ($223,000) for March 31, 2014 and December 31, 2013, respectively. See “Promissory Notes” below for additional information. | ||||||||
Revolving Credit and Term Loan Agreement | |||||||||
The Company entered into an Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated October 31, 2011, (“Loan Agreement”), with PNC Bank, National Association (“PNC”), acting as agent and lender. The Loan Agreement, as amended (“Amended Loan Agreement”), provides us with the following credit facilities: (a) up to $18,000,000 revolving credit facility (“Revolving Credit”), subject to the amount of borrowings based on a percentage of eligible receivables (as defined) (see Note 12 – “Subsequent Events – Amendment to Amended Loan Agreement” which reduced our Revolving Credit to up to $12,000,000) and (b) a term loan (“Term Loan”) of $16,000,000, which requires monthly installments of approximately $190,000 (based on a seven-year amortization). | |||||||||
The Amended Loan Agreement terminates as of October 31, 2016, unless sooner terminated. We may terminate the Amended Loan Agreement upon 90 days’ prior written notice and upon payment in full of our obligations under the Amended Loan Agreement. No early termination fee shall apply if we pay off our obligations under the Amended Loan Agreement after October 31, 2013. | |||||||||
As of March 31, 2014, the excess availability under our revolving credit was $3,316,000, based on our eligible receivables. | |||||||||
Our credit facility with PNC contains certain financial covenants, along with customary representations and warranties. A breach of any of these financial covenants, unless waived by PNC, could result in a default under our credit facility allowing our lender to immediately require the repayment of all outstanding debt under our credit facility and terminate all commitments to extend further credit. On April 14, 2014, PNC waived our fixed charge coverage ratio testing requirement for the first quarter of 2014 and made certain revisions to our quarterly fixed charge coverage ratio testing requirements for the remaining quarters of 2014 (See “Note 12 – Subsequent Events – Amendment to Amendment Loan Agreement” for this waiver received and revisions made to our fixed charge coverage ratio for 2014 and other matters). Based on these revisions above, we expect to meet our quarterly fixed charge coverage ratio requirement in each of the remaining quarters of 2014. If we fail to meet the minimum quarterly fixed charge coverage ratio requirement in any of the quarters starting with the second quarter in 2014 and PNC does not waive the non-compliance or further revise our covenant so that we are in compliance, our lender could accelerate the repayment of borrowings under our credit facility. In the event that our lender accelerates the payment of our borrowings, we may not have sufficient liquidity to repay our debt under our credit facility and other indebtedness. | |||||||||
Promissory Notes | |||||||||
On February 12, 2013, the Company entered into an unsecured promissory note with Timios National Corporation (“TNC” and formerly known as Homeland Capital Security Corporation) in the principal amount of approximately $230,000 as a result of a settlement with TNC in connection with certain claims that we asserted against TNC for breach of certain representations and covenant subsequent to our acquisition of Safety & Ecology Holdings Corporation and its subsidiaries (collectively known as Safety and Ecology Corporation or “SEC”) from TNC on October 31, 2011 (See payment terms of this promissory note in the table above). The promissory note provides us the right to prepay such at any time without interest or penalty. | |||||||||
The promissory note payable to TNC included an embedded conversion option (“Conversion Option”) that can be exercised upon default, whereby TNC has the option to convert the unpaid portion of the Note into a number of whole shares of our restricted Common Stock. The number of shares of our restricted Common Stock to be issuable under the Conversion Option is determined by the principal amount owing under the new Note at the time of default plus all accrued and unpaid interest and expenses (as defined) divided by the average of the closing price per share of our Common Stock as reported by the primary national securities exchange on which our Common Stock is traded during the 30 consecutive trading day period ending on the trading day immediately prior to receipt by us of TNC’s written notice of its election to receive our restricted Common Stock as a result of the event of default by us, with the number of shares of our Common Stock issuable upon such default subject to certain limitations. We concluded that the Conversion Option had and continues to have nominal value as of March 31, 2014. We will continue to monitor the fair value of the Conversion Option on a regular basis. | |||||||||
On August 2, 2013, the Company completed a lending transaction with Messrs. Robert Ferguson and William Lampson (“collectively, the “Lenders”), whereby the Company borrowed from the Lenders the sum of $3,000,000 pursuant to the terms of a Loan and Security Purchase Agreement and promissory note (the “Loan”) (See payment terms of this promissory note in the table above). The Lenders are stockholders of the Company, having received shares of our Common Stock in connection with the acquisition of PFNW and PFNWR in June 2007. The proceeds from the Loan were used for general working capital purposes. In connection with this Loan, the Lenders entered into a Subordination Agreement dated August 2, 2013, with the Company’s credit facility lender, whereby the Lenders agreed to subordinate payment under the Loan, and agreed that the Loan will be junior in right of payment to the credit facility in the event of default or bankruptcy or other insolvency proceeding by the Company. As consideration for the Company receiving the Loan, we issued a Warrant to each Lender to purchase up to 35,000 shares of the Company’s Common Stock at an exercise price based on the closing price of the Company’s Common Stock at the closing of the transaction which was determined to be $2.23. The Warrants are exercisable six months from August 2, 2013 and expire on August 2, 2016. The fair value of the Warrants was estimated to be approximately $59,000 using the Black-Scholes option pricing model. As further consideration for the Loan, the Company also issued an aggregate 90,000 shares of the Company’s Common Stock, with each Lender receiving 45,000 shares. We determined the fair value of the 90,000 shares of Common Stock to be approximately $200,000 which was based on the closing price of the stock of $2.23 per share on August 2, 2013. The fair value of the Warrants and Common Stock and the related closing fees incurred from the transaction were recorded as a debt discount, which is being amortized over the term of the loan as interest expense – financing fees. | |||||||||
The promissory note includes an embedded Put Option (“Put”) that can be exercised upon default, whereby the lender has the option to receive a cash payment equal to the amount of the unpaid principal balance plus all accrued and unpaid interest (“Payoff Amount”), or the number of whole shares of our Common Stock equal to the Payoff Amount divided by the closing bid price of our Common Stock on the date immediately prior to the date of default of the promissory note, as reported by the primary national securities exchange on which our Common Stock is traded. The maximum number of payoff shares is restricted to less than 20% of the outstanding equity. We concluded that the Put should have been bifurcated at inception and recorded at fair value; however, the Put Option had and continues to have nominal value as of March 31, 2014. We will continue to monitor the fair value of the Put on a regular basis. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |
Mar. 31, 2014 | ||
Commitments and Contingencies [Abstract] | ' | |
Commitments and Contingencies | ' | |
8 | Commitments and Contingencies | |
Hazardous Waste | ||
In connection with our waste management services, we handle both hazardous and non-hazardous waste, which we transport to our own, or other, facilities for destruction or disposal. As a result of disposing of hazardous substances, in the event any cleanup is required, we could be a potentially responsible party for the costs of the cleanup notwithstanding any absence of fault on our part. | ||
Legal Matters | ||
In the normal course of conducting our business, we are involved in various litigations. We are not a party to any litigation or governmental proceeding which our management believes could result in any judgments or fines against us that would have a material adverse effect on our financial position, liquidity or results of future operations. | ||
Insurance | ||
The Company has a 25-year finite risk insurance policy entered into in June 2003 with American International Group, Inc. (“AIG”), which provides financial assurance to the applicable states for our permitted facilities in the event of unforeseen closure. The policy, as amended, provides for a maximum allowable coverage of $39,000,000 and has available capacity to allow for annual inflation and other performance and surety bond requirements. All of the required payments for this finite risk insurance policy, as amended, were made by the first quarter of 2012. As of March 31, 2014, our financial assurance coverage amount under this policy totaled approximately $38,679,000. We have recorded $15,415,000 in our sinking fund related to the policy noted above in other long term assets on the accompanying balance sheets, which includes interest earned of $944,000 on the sinking fund as of March 31, 2014. Interest income for three months ended March 31, 2014, was approximately $6,000. On the fourth and subsequent anniversaries of the contract inception, we may elect to terminate this contract. If we so elect, AIG is obligated to pay us an amount equal to 100% of the sinking fund account balance in return for complete releases of liability from both us and any applicable regulatory agency using this policy as an instrument to comply with financial assurance requirements. | ||
In August 2007, we entered into a second finite risk insurance policy for our PFNWR facility with AIG. The policy provided an initial $7,800,000 of financial assurance coverage with an annual growth rate of 1.5%, which at the end of the four year term policy, provides maximum coverage of $8,200,000. We have made all of the required payments on this policy. As of March 31, 2014, we have recorded $5,899,000 in our sinking fund related to this policy in other long term assets on the accompanying balance sheets, which includes interest earned of $199,000 on the sinking fund as of March 31, 2014. Interest income for the three months ended March 31, 2014 totaled approximately $1,000. This policy is renewed annually at the end of the four year term with a nominal fee for the variance between the policy and coverage requirement. We have renewed this policy annually from 2011 to 2013 with an annual fee of $46,000. All other terms of the policy remain substantially unchanged. | ||
Discontinued_Operations_and_Di
Discontinued Operations and Divestitures | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Discontinued Operations and Divestitures [Abstract] | ' | ||||||||
Discontinued Operations and Divestitures | ' | ||||||||
9 | Discontinued Operations and Divestitures | ||||||||
Our discontinued operations consist of our Perma-Fix of South Georgia, Inc. (“PFSG”) facility which met the held for sale criteria under ASC 360, “Property, Plant, and Equipment” on October 6, 2010. Our discontinued operations also encompass our Perma-Fix of Fort Lauderdale, Inc. (“PFFL”), Perma-Fix of Orlando, Inc. (“PFO”), Perma-Fix of Maryland, Inc. (“PFMD”), Perma-Fix of Dayton, Inc. (“PFD”), and Perma-Fix Treatment Services, Inc. (“PFTS”) facilities, which were divested on August 12, 2011, October 14, 2011, January 8, 2008, March 14, 2008, and May 30, 2008, respectively. Our discontinued operations also include two previously shut down locations, Perma-Fix of Michigan, Inc. (“PFMI”), and Perma-Fix of Memphis, Inc. (“PFM”). | |||||||||
On August 14, 2013, our PFSG facility incurred fire damage which has left it non-operational. Certain equipment and portions of the building structures were damaged. We carry general liability, pollution, property and business interruption, and workers compensation insurance with a maximum deductible of approximately $300,000 (consisting of $100,000 deductible for each workers compensation, pollution, and property insurance policy), which was accrued and included within our “loss from discontinued operations” as of December 31, 2013. As of March 31, 2014, we have recorded $130,000 for impairment of fixed assets related to the fire, and have incurred approximately $7,985,000 of other costs related to the fire. As of March 31, 2014, approximately $7,287,000 in insurance proceed reimbursements have been paid by our insurers, of which $3,750,000 was paid to us, with the remaining paid directly to the vendor performing the clean-up of the facility. We have recorded a receivable of approximately $628,000 as of March 31, 2014 as we have determined that the receipt of reimbursement of these expenses from our insurer is probable in accordance with its insurance policies. The table below details the nature of expense as well as insurance receivables and insurance recoveries related to the fire: | |||||||||
Clean up costs | $ | 7,188,000 | |||||||
Impairment of fixed assets | 130,000 | ||||||||
Incremental payroll costs | 405,000 | ||||||||
Other incremental costs | 392,000 | ||||||||
Total incurred costs through March 31, 2014 | $ | 8,115,000 | |||||||
Insurance recovery receivable | $ | 628,000 | |||||||
Insurance recoveries already received | $ | 7,287,000 | |||||||
The insurance receivable recorded is net of $200,000 of deductible on our property and pollution insurance policies and the insurance recoveries already received. The receivables and the related payables in connection with this claim are included within our current assets and current liabilities related to discontinued operations in our consolidated balance sheet. | |||||||||
Subsequent to March 31, 2014, our insurers paid us approximately $900,000 of insurance recoveries. We continue to gather information related to insurance claims on this fire. | |||||||||
We are currently evaluating options regarding the future operation of this facility as we undergo the rebuilding process on the part of the facility damaged by the fire. We continue to market our PFSG facility for sale. As required by ASC 360, based on our internal financial valuations, we concluded that no tangible asset impairments existed for PFSG as of March 31, 2014, other than the write-off of the equipment damaged in the fire as discussed above. No intangible assets exist at PFSG. | |||||||||
The following table summarizes the results of discontinued operations for the three months ended March 31, 2014 and 2013. The operating results of discontinued operations are included in our Consolidated Statements of Operations as part of our “Loss from discontinued operations, net of taxes.” | |||||||||
Three Months Ended March 31, | |||||||||
Amount in Thousands | 2014 | 2013 | |||||||
Net revenue | ¾ | $ | 663 | ||||||
Interest Expense | (1 | ) | (5 | ) | |||||
Operating loss from discontinued operations | (266 | ) | (40 | ) | |||||
Income tax benefit | ¾ | (13 | ) | ||||||
Loss from discontinued operations | (266 | ) | (27 | ) | |||||
Operating_Segments
Operating Segments | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Operating Segments [Abstract] | ' | ||||||||||||||||||||
Operating Segments | ' | ||||||||||||||||||||
10 | Operating Segments | ||||||||||||||||||||
In accordance with ASC 280, “Segment Reporting”, we define an operating segment as a business activity: | |||||||||||||||||||||
· | from which we may earn revenue and incur expenses; | ||||||||||||||||||||
· | whose operating results are regularly reviewed by the Chief Operating Officer to make decisions about resources to be allocated to the segment and assess its performance; and | ||||||||||||||||||||
· | for which discrete financial information is available. | ||||||||||||||||||||
We currently have two reporting segments, which are based on a service offering approach. This however, excludes corporate headquarters, which does not generate revenue, and our discontinued operations, which includes all facilities as discussed in “Note 11 – Discontinued Operations and Divestitures.” | |||||||||||||||||||||
Our reporting segments are defined as follows: | |||||||||||||||||||||
TREATMENT SEGMENT, which includes: | |||||||||||||||||||||
- | nuclear, low-level radioactive, mixed waste (containing both hazardous and low-level radioactive constituents), hazardous and non-hazardous waste treatment, processing and disposal services primarily through four uniquely licensed and permitted treatment and storage facilities; and | ||||||||||||||||||||
- | research and development activities to identify, develop and implement innovative waste processing techniques for problematic waste streams. | ||||||||||||||||||||
SERVICES SEGMENT, which includes: | |||||||||||||||||||||
- | On-site waste management services to commercial and government customers; | ||||||||||||||||||||
- | Technical services, which include: | ||||||||||||||||||||
o | professional radiological measurement and site survey of large government and commercial installations using advance methods, technology and engineering; | ||||||||||||||||||||
o | integrated Occupational Safety and Health services including industrial hygiene (“IH”) assessments; hazardous materials surveys, e.g., exposure monitoring; lead and asbestos management/abatement oversight; indoor air quality evaluations; health risk and exposure assessments; health & safety plan/program development, compliance auditing and training services; and Occupational Safety and Health Administration (“OSHA”) citation assistance; | ||||||||||||||||||||
o | global technical services providing consulting, engineering, project management, waste management, environmental, and decontamination and decommissioning field, technical, and management personnel and services to commercial and government customers; and | ||||||||||||||||||||
o | augmented engineering services (through our Schreiber, Yonley & Associates subsidiary – “SYA”) providing consulting environmental services to industrial and government customers: | ||||||||||||||||||||
§ | including air, water, and hazardous waste permitting, air, soil and water sampling, compliance reporting, emission reduction strategies, compliance auditing, and various compliance and training activities; and | ||||||||||||||||||||
§ | engineering and compliance support to other segments; | ||||||||||||||||||||
- | Nuclear services, which include: | ||||||||||||||||||||
o | technology-based services including engineering, decontamination and decommissioning (“D&D”), specialty services and construction, logistics, transportation, processing and disposal; | ||||||||||||||||||||
o | remediation of nuclear licensed and federal facilities and the remediation cleanup of nuclear legacy sites. Such services capability includes: project investigation; radiological engineering; partial and total plant D&D; facility decontamination, dismantling, demolition, and planning; site restoration; site construction; logistics; transportation; and emergency response; and | ||||||||||||||||||||
- | A company owned equipment calibration and maintenance laboratory that services, maintains, calibrates, and sources (i.e., rental) of health physics, IH and customized nuclear, environmental, and occupational safety and health (“NEOSH”) instrumentation. | ||||||||||||||||||||
The table below presents certain financial information of our operating segments as of and for the three months ended March 31, 2014 and 2013 (in thousands). | |||||||||||||||||||||
Segment Reporting as of and for the Quarter Ended March 31, 2014 | |||||||||||||||||||||
Treatment | Services | Segments Total | Corporate And Other | (1) | Consolidated Total | ||||||||||||||||
Revenue from external customers | $ | 7,673 | $ | 2,871 | $ | 10,544 | $ | — | $ | 10,544 | |||||||||||
Intercompany revenues | 1 | 11 | 12 | ¾ | ¾ | ||||||||||||||||
Gross profit (negative gross profit) | 111 | (17 | ) | 94 | ¾ | 94 | |||||||||||||||
Interest income | ¾ | ¾ | ¾ | 7 | 7 | ||||||||||||||||
Interest expense | 10 | ¾ | 10 | 143 | 153 | ||||||||||||||||
Interest expense-financing fees | ¾ | ¾ | ¾ | (45 | ) | (45 | ) | ||||||||||||||
Depreciation and amortization | 949 | 249 | 1,198 | 13 | 1,211 | ||||||||||||||||
Segment loss, net of taxes | (1,174 | ) | (1,048 | ) | (2,222 | ) | (1,481 | ) | (3,703 | ) | |||||||||||
Expenditures for segment assets | 211 | 2 | 213 | ¾ | 213 | ||||||||||||||||
Segment Reporting as of and for the Quarter Ended March 31, 2013 | |||||||||||||||||||||
Treatment | Services | Segments Total | Corporate And Other | (1) | Consolidated Total | ||||||||||||||||
Revenue from external customers | $ | 7,341 | $ | 12,488 | $ | 19,829 | $ | — | $ | 19,829 | |||||||||||
Intercompany revenues | 672 | 39 | 711 | ¾ | ¾ | ||||||||||||||||
Gross (loss) profit | (145 | ) | 682 | 537 | ¾ | 537 | |||||||||||||||
Interest income | ¾ | ¾ | ¾ | 9 | 9 | ||||||||||||||||
Interest expense | 5 | (5 | ) | ¾ | 145 | 145 | |||||||||||||||
Interest expense-financing fees | ¾ | ¾ | ¾ | (23 | ) | (23 | ) | ||||||||||||||
Depreciation and amortization | 1,039 | 222 | 1,261 | 26 | 1,287 | ||||||||||||||||
Segment loss, net of taxes | (888 | ) | (200 | ) | (1,088 | ) | (1,800 | ) | (2,888 | ) | |||||||||||
Expenditures for segment assets | 116 | ¾ | 116 | ¾ | 116 | ||||||||||||||||
-1 | Amounts reflect the activity for corporate headquarters, not included in the segment information. |
Income_Taxes
Income Taxes | 3 Months Ended | |
Mar. 31, 2014 | ||
Income Taxes [Abstract] | ' | |
Income Taxes | ' | |
11 | Income Taxes | |
The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. | ||
We had tax expense of $30,000 for continuing operations for the three months ended March 31, 2014, as compared to a tax benefit of $1,429,000 for the corresponding period of 2013. The Company’s effective tax rate was approximately (0.8%) for the three months ended March 31, 2014 as compared to a tax rate of approximately 33.1% for the corresponding period of 2013. The lower tax rate for the first quarter of 2014 was primarily the result of the Company continuing to record a full valuation allowance on its net deferred tax assets. |
Subsequent_Events
Subsequent Events | 3 Months Ended | |
Mar. 31, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events | ' | |
12 | Subsequent Events | |
Amendment to Amended Loan Agreement | ||
On April 14, 2014, the Company entered into an Amendment to the Company’s Amended Loan Agreement with PNC Bank, our lender under the credit facility. Pursuant to the Amendment, our lender waived and/or amended the following: | ||
· | waived the quarterly fixed charge coverage ratio testing requirement for the first quarter of 2014; | |
· | allowed for the purchase of 80% of a subsidiary in Poland (“CEE Opportunity Partners Poland S.A” (or “Polish Subsidiary”) on April 4, 2014) and the formation of Perma-Fix Medical Corporation (“PFMedical” which was incorporated on January 21, 2014), neither of which shall be a credit party under our Amended Loan Agreement; | |
· | revised the methodology to be used in calculating the fixed charge coverage ratio in each of the subsequent quarters of 2014 and changed the minimum quarterly fixed charge coverage ratio requirement of 1:25 to 1:00 to 1:15 to 1:00 for each of the subsequent quarters of 2014; and | |
· | reduced our Revolving Credit facility from up to $18,000,000 to up to $12,000,000; | |
· | waived the Company’s failure to meet the minimum quarterly fixed charge coverage ratio requirement for the fourth quarter of 2013; and | |
· | waived the requirement that the Company’s consolidated financial statements for the year ended December 31, 2013 be issued without a going concern qualification; | |
As a condition of this Amendment, we agreed to pay PNC a fee of $30,000, which is being amortized over the term of the Amended Loan Agreement. All other terms of the Amended Loan Agreement remain principally unchanged. | ||
Based on these revisions above, we expect to meet our quarterly fixed charge coverage ratio requirement in each of the remaining quarters of 2014. If we fail to meet the minimum quarterly fixed charge coverage ratio requirement in any of the quarters starting with the second quarter in 2014 and PNC does not waive the non-compliance or further revise our covenant so that we are in compliance, our lender could accelerate the repayment of borrowings under our credit facility. In the event that our lender accelerates the payment of our borrowings, we may not have sufficient liquidity to repay our debt under our credit facility and other indebtedness. | ||
Resignation of Chief Operating Officer | ||
On April 3, 2014, the Company’s Board of Directors approved the appointment by the Company on March 20, 2014 of Mr. John Lash as the Chief Operating Officer (“COO”), upon the Company’s acceptance of Mr. James A. Blankenhorn’s resignation on March 20, 2014 as the COO. Mr. Blakenhorn’s resignation was effective March 28, 2014. Mr. Blankenhorn’s resignation was not due to a disagreement with the Company. Upon Mr. Blankenhorn’s resignation, his employment agreement also terminated. Mr. Lash previously served as Senior Vice President of Operations of the Company’s Treatment Segment for over ten years and has been employed by the Company since 2001 in various management positions. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Recent Accounting Standards | ' |
Recent Accounting Standards | |
There have been no recently issued accounting standards that are expected to have a material impact on the Company’s financial condition or results of operations. |
Other_Intangible_Assets_Tables
Other Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||
Other Intangible Assets [Abstract] | ' | ||||||||||||||||||||||||||||
Other intangible assets | ' | ||||||||||||||||||||||||||||
The following table summarizes information relating to the Company’s other intangible assets: | |||||||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||||||||
Useful | Gross | Net | Gross | Net | |||||||||||||||||||||||||
Lives | Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | |||||||||||||||||||||||
(Years) | Amount | Amortization | Amount | Amount | Amortization | Amount | |||||||||||||||||||||||
Intangibles (amount in thousands) | |||||||||||||||||||||||||||||
Patent | 18-Aug | $ | 523 | $ | (162 | ) | $ | 361 | $ | 514 | $ | (155 | ) | $ | 359 | ||||||||||||||
Software | 3 | 387 | (281 | ) | 106 | 379 | (258 | ) | 121 | ||||||||||||||||||||
Non-compete agreement | 1.2 | 265 | (213 | ) | 52 | 265 | (174 | ) | 91 | ||||||||||||||||||||
Customer contracts | 0.5 | 790 | (790 | ) | ¾ | 790 | (790 | ) | ¾ | ||||||||||||||||||||
Customer relationships | 12 | 3,370 | (1,055 | ) | 2,315 | 3,370 | (961 | ) | 2,409 | ||||||||||||||||||||
Total | $ | 5,335 | $ | (2,501 | ) | $ | 2,834 | $ | 5,318 | $ | (2,338 | ) | $ | 2,980 | |||||||||||||||
Summary of expected amortization over next five years | ' | ||||||||||||||||||||||||||||
The following table summarizes the expected amortization over the next five years for our definite-lived intangible assets (which include the one definite-lived permit at our Diversified Scientific Services, Inc. (“DSSI”) subsidiary): | |||||||||||||||||||||||||||||
Amount | |||||||||||||||||||||||||||||
Year | (In thousands) | ||||||||||||||||||||||||||||
2014 (remaining) | $ | 401 | |||||||||||||||||||||||||||
2015 | 492 | ||||||||||||||||||||||||||||
2016 | 419 | ||||||||||||||||||||||||||||
2017 | 385 | ||||||||||||||||||||||||||||
2018 | 355 | ||||||||||||||||||||||||||||
$ | 2,052 |
Stock_Based_Compensation_Table
Stock Based Compensation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Stock Based Compensation [Abstract] | ' | ||||||||
Stock-based compensation recognized for employee and director stock options | ' | ||||||||
The following table summarizes stock-based compensation recognized for the three months ended March 31, 2014 and 2013 for our employee and director stock options. | |||||||||
Three Months Ended | |||||||||
Stock Options | March 31, | ||||||||
2014 | 2013 | ||||||||
Employee Stock Options | $ | (39,000 | ) | $ | 33,000 | ||||
Director Stock Options | 21,000 | 18,000 | |||||||
Total | $ | (18,000 | ) | $ | 51,000 |
Stock_Plans_and_NonQualified_O1
Stock Plans and Non-Qualified Option Agreement (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Stock Plans and Non-Qualified Option Agreement [Abstract] | ' | ||||||||||||||||
Summary of total stock options | ' | ||||||||||||||||
The summary of the Company’s total Stock Plans and a Non-Qualified Stock Option Agreement (which was forfeited in second quarter of 2013) as of March 31, 2014, as compared to March 31, 2013, and changes during the periods then ended, are presented below. The Company’s Plans consist of the 1993 Non-Qualified Stock Option Plan (last options expired February 2013), the 2004 and 2010 Stock Option Plans, and the 2003 Outside Directors Stock Plans: | |||||||||||||||||
Weighted Average | Aggregate | ||||||||||||||||
Weighted Average | Remaining | Intrinsic | |||||||||||||||
Shares | Exercise Price | Contractual Term | Value | ||||||||||||||
Options outstanding January 1, 2014 | 362,800 | $ | 9.53 | ||||||||||||||
Granted | ─ | ─ | |||||||||||||||
Exercised | ─ | ─ | $ | ─ | |||||||||||||
Forfeited | (22,000 | ) | 8.17 | ||||||||||||||
Options outstanding End of Period (2) | 340,800 | 9.62 | 2.7 | $ | 47,790 | ||||||||||||
Options Exercisable at March 31, 2014(2) | 334,800 | $ | 9.73 | 2.6 | $ | 37,710 | |||||||||||
Options Vested and expected to be vested at March 31, 2014 | 340,800 | $ | 9.62 | 2.7 | $ | 47,790 | |||||||||||
Weighted Average | Aggregate | ||||||||||||||||
Weighted Average | Remaining | Intrinsic | |||||||||||||||
Shares | Exercise Price | Contractual Term | Value | ||||||||||||||
Options outstanding January 1, 2013 | 528,800 | $ | 9.82 | ||||||||||||||
Granted | ─ | ─ | |||||||||||||||
Exercised | ─ | ─ | $ | ─ | |||||||||||||
Forfeited | (82,000 | ) | 10.86 | ||||||||||||||
Options outstanding End of Period (1) | 446,800 | 9.63 | 3.8 | $ | ─ | ||||||||||||
Options Exercisable at March 31, 2013(1) | 369,300 | $ | 10.12 | 3.3 | $ | ─ | |||||||||||
Options Vested and expected to be vested at March 31, 2013 | 446,800 | $ | 9.63 | 3.8 | $ | ─ | |||||||||||
-1 | Options with exercise prices ranging from $5.50 to $14.75 | ||||||||||||||||
-2 | Options with exercise prices ranging from $2.79 to $14.75 |
Long_Term_Debt_Tables
Long Term Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Long Term Debt [Abstract] | ' | ||||||||
Long-term Debt Instruments | ' | ||||||||
Long-term debt consists of the following at March 31, 2014 and December 31, 2013: | |||||||||
(Amounts in Thousands) | March 31, | 31-Dec-13 | |||||||
2014 | |||||||||
Revolving Credit facility dated October 31, 2011, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, variable interest paid monthly at our option of prime rate (3.25% at March 31, 2014) plus 2.0% or London Interbank Offer Rate ("LIBOR") plus 3.0%, balance due October 31, 2016. Effective interest rate for the first quarter of 2014 was 5.2%. (1) | $ | 2,033 | $ | — | |||||
Term Loan dated October 31, 2011, payable in equal monthly installments of principal of $190, balance due in October 31, 2016, variable interest paid monthly at option of prime rate plus 2.5% or LIBOR plus 3.5%. Effective interest rate for the first quarter of 2014 was 3.7%. (1) | 10,667 | 11,238 | |||||||
Promissory Note dated February 12, 2013, payable in monthly installments of $10, which includes interest and principal, starting February 28, 2013, interest accrues at annual rate of 6.0%, balance due January 31, 2015. (2) | 99 | 127 | |||||||
Promissory Note dated August 2, 2013, payable in twelve monthly installments of interest only, starting September 1, 2013 and twenty-four monthly installments of $125 in principal plus accrued interest. Interest accrues at annual rate of 2.99%. (2) (3) | 2,798 | 2,777 | |||||||
Various capital lease and promissory note obligations, payable 2014 to 2016, interest at rates ranging from 5.3% to 7.1%. | 114 | 141 | |||||||
15,711 | 14,283 | ||||||||
Less current portion of long-term debt | 3,220 | 2,876 | |||||||
Less long-term debt related to assets held for sale | 26 | 35 | |||||||
$ | 12,465 | $ | 11,372 | ||||||
-1 | Our Revolving Credit facility is collateralized by our accounts receivable and our Term Loan is collateralized by our property, plant, and equipment. | ||||||||
-2 | Uncollateralized note. | ||||||||
-3 | Net of debt discount of ($202,000) and ($223,000) for March 31, 2014 and December 31, 2013, respectively. See “Promissory Notes” below for additional information. |
Discontinued_Operations_and_Di1
Discontinued Operations and Divestitures (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Discontinued Operations and Divestitures [Abstract] | ' | ||||||||
Nature of expense and insurance receivables related to PFSG fire | ' | ||||||||
On August 14, 2013, our PFSG facility incurred fire damage which has left it non-operational. Certain equipment and portions of the building structures were damaged. We carry general liability, pollution, property and business interruption, and workers compensation insurance with a maximum deductible of approximately $300,000 (consisting of $100,000 deductible for each workers compensation, pollution, and property insurance policy), which was accrued and included within our “loss from discontinued operations” as of December 31, 2013. As of March 31, 2014, we have recorded $130,000 for impairment of fixed assets related to the fire, and have incurred approximately $7,985,000 of other costs related to the fire. As of March 31, 2014, approximately $7,287,000 in insurance proceed reimbursements have been paid by our insurers, of which $3,750,000 was paid to us, with the remaining paid directly to the vendor performing the clean-up of the facility. We have recorded a receivable of approximately $628,000 as of March 31, 2014 as we have determined that the receipt of reimbursement of these expenses from our insurer is probable in accordance with its insurance policies. The table below details the nature of expense as well as insurance receivables and insurance recoveries related to the fire: | |||||||||
Clean up costs | $ | 7,188,000 | |||||||
Impairment of fixed assets | 130,000 | ||||||||
Incremental payroll costs | 405,000 | ||||||||
Other incremental costs | 392,000 | ||||||||
Total incurred costs through March 31, 2014 | $ | 8,115,000 | |||||||
Insurance recovery receivable | $ | 628,000 | |||||||
Insurance recoveries already received | $ | 7,287,000 | |||||||
Results of discontinued operations | ' | ||||||||
The following table summarizes the results of discontinued operations for the three months ended March 31, 2014 and 2013. The operating results of discontinued operations are included in our Consolidated Statements of Operations as part of our “Loss from discontinued operations, net of taxes.” | |||||||||
Three Months Ended March 31, | |||||||||
Amount in Thousands | 2014 | 2013 | |||||||
Net revenue | ¾ | $ | 663 | ||||||
Interest Expense | (1 | ) | (5 | ) | |||||
Operating loss from discontinued operations | (266 | ) | (40 | ) | |||||
Income tax benefit | ¾ | (13 | ) | ||||||
Loss from discontinued operations | (266 | ) | (27 | ) |
Operating_Segments_Tables
Operating Segments (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Operating Segments [Abstract] | ' | ||||||||||||||||||||
Schedule of financial information | ' | ||||||||||||||||||||
The table below presents certain financial information of our operating segments as of and for the three months ended March 31, 2014 and 2013 (in thousands). | |||||||||||||||||||||
Segment Reporting as of and for the Quarter Ended March 31, 2014 | |||||||||||||||||||||
Treatment | Services | Segments Total | Corporate And Other | (1) | Consolidated Total | ||||||||||||||||
Revenue from external customers | $ | 7,673 | $ | 2,871 | $ | 10,544 | $ | — | $ | 10,544 | |||||||||||
Intercompany revenues | 1 | 11 | 12 | ¾ | ¾ | ||||||||||||||||
Gross profit (negative gross profit) | 111 | (17 | ) | 94 | ¾ | 94 | |||||||||||||||
Interest income | ¾ | ¾ | ¾ | 7 | 7 | ||||||||||||||||
Interest expense | 10 | ¾ | 10 | 143 | 153 | ||||||||||||||||
Interest expense-financing fees | ¾ | ¾ | ¾ | (45 | ) | (45 | ) | ||||||||||||||
Depreciation and amortization | 949 | 249 | 1,198 | 13 | 1,211 | ||||||||||||||||
Segment loss, net of taxes | (1,174 | ) | (1,048 | ) | (2,222 | ) | (1,481 | ) | (3,703 | ) | |||||||||||
Expenditures for segment assets | 211 | 2 | 213 | ¾ | 213 | ||||||||||||||||
Segment Reporting as of and for the Quarter Ended March 31, 2013 | |||||||||||||||||||||
Treatment | Services | Segments Total | Corporate And Other | (1) | Consolidated Total | ||||||||||||||||
Revenue from external customers | $ | 7,341 | $ | 12,488 | $ | 19,829 | $ | — | $ | 19,829 | |||||||||||
Intercompany revenues | 672 | 39 | 711 | ¾ | ¾ | ||||||||||||||||
Gross (loss) profit | (145 | ) | 682 | 537 | ¾ | 537 | |||||||||||||||
Interest income | ¾ | ¾ | ¾ | 9 | 9 | ||||||||||||||||
Interest expense | 5 | (5 | ) | ¾ | 145 | 145 | |||||||||||||||
Interest expense-financing fees | ¾ | ¾ | ¾ | (23 | ) | (23 | ) | ||||||||||||||
Depreciation and amortization | 1,039 | 222 | 1,261 | 26 | 1,287 | ||||||||||||||||
Segment loss, net of taxes | (888 | ) | (200 | ) | (1,088 | ) | (1,800 | ) | (2,888 | ) | |||||||||||
Expenditures for segment assets | 116 | ¾ | 116 | ¾ | 116 | ||||||||||||||||
-1 | Amounts reflect the activity for corporate headquarters, not included in the segment information. |
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||
Oct. 15, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Basis of Presentation [Abstract] | ' | ' | ' | ' |
Reverse stock split ratio | '1-for 5 | ' | ' | ' |
Number of authorized shares of Common Stock (in shares) | 75,000,000 | 75,000,000 | ' | 75,000,000 |
Net losses | ' | $3,969,000 | $2,915,000 | ' |
Revenues | ' | 10,544,000 | 19,829,000 | ' |
Accumulated deficit | ' | -59,047,000 | ' | -55,078,000 |
Working capital deficit | ' | $4,462,000 | ' | ' |
Other_Intangible_Assets_Detail
Other Intangible Assets (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Permit | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | $5,335,000 | ' | $5,318,000 |
Accumulated Amortization | -2,501,000 | ' | -2,338,000 |
Net Carrying Amount | 2,834,000 | ' | 2,980,000 |
Finite lived intangible assets future amortization expense [Abstract] | ' | ' | ' |
2014 (remaining) | 401,000 | ' | ' |
2015 | 492,000 | ' | ' |
2016 | 419,000 | ' | ' |
2017 | 385,000 | ' | ' |
2018 | 355,000 | ' | ' |
Total | 2,052,000 | ' | ' |
Amortization period of definite-lived intangible asset | '5 years | ' | ' |
Number of definite lived permit | 1 | ' | ' |
Amortization expense of intangible assets | 176,000 | 164,000 | ' |
Patent [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | 523,000 | ' | 514,000 |
Accumulated Amortization | -162,000 | ' | -155,000 |
Net Carrying Amount | 361,000 | ' | 359,000 |
Patent [Member] | Minimum [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Useful Lives | '8 years | ' | ' |
Patent [Member] | Maximum [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Useful Lives | '18 years | ' | ' |
Software [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Useful Lives | '3 years | ' | ' |
Gross Carrying Amount | 387,000 | ' | 379,000 |
Accumulated Amortization | -281,000 | ' | -258,000 |
Net Carrying Amount | 106,000 | ' | 121,000 |
Non-compete Agreement [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Useful Lives | '1 year 2 months 12 days | ' | ' |
Gross Carrying Amount | 265,000 | ' | 265,000 |
Accumulated Amortization | -213,000 | ' | -174,000 |
Net Carrying Amount | 52,000 | ' | 91,000 |
Customer Contracts [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Useful Lives | '0 years 6 months | ' | ' |
Gross Carrying Amount | 790,000 | ' | 790,000 |
Accumulated Amortization | -790,000 | ' | -790,000 |
Net Carrying Amount | 0 | ' | 0 |
Customer Relationships [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Useful Lives | '12 years | ' | ' |
Gross Carrying Amount | 3,370,000 | ' | 3,370,000 |
Accumulated Amortization | -1,055,000 | ' | -961,000 |
Net Carrying Amount | $2,315,000 | ' | $2,409,000 |
Stock_Based_Compensation_Detai
Stock Based Compensation (Details) (USD $) | 3 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ||
Stock options granted (in shares) | 0 | 0 | ' | ' | ||
Stock options granted (in dollars per share) | $0 | $0 | ' | ' | ||
Stock options outstanding (in shares) | 340,800 | [1] | 446,800 | [2] | 362,800 | 528,800 |
Outstanding and fully vested stock options (in shares) | 334,800 | [1] | 369,300 | [2] | ' | ' |
Weighted average exercise price (in dollars per share) | $9.62 | [1] | $9.63 | [2] | $9.53 | $9.82 |
Compensation expense | ($18,000) | $51,000 | ' | ' | ||
Total unrecognized compensation cost related to unvested options | 1,000 | ' | ' | ' | ||
Contractual Term With One-third Yearly Vesting [Member] | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ||
Contractual term | '6 years | ' | ' | ' | ||
Vesting period | '3 years | ' | ' | ' | ||
Employee Stock Option [Member] | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ||
Stock options outstanding (in shares) | 171,600 | ' | ' | ' | ||
Outstanding and fully vested stock options (in shares) | 171,600 | ' | ' | ' | ||
Weighted average exercise price (in dollars per share) | $10.05 | ' | ' | ' | ||
Remaining weighted contractual life | '0 years 4 months 24 days | ' | ' | ' | ||
Compensation expense | -39,000 | 33,000 | ' | ' | ||
Employee Stock Option [Member] | Contractual Term With One-fifth Yearly Vesting [Member] | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ||
Contractual term | '10 years | ' | ' | ' | ||
Vesting period | '5 years | ' | ' | ' | ||
Director Stock Options [Member] | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ||
Contractual term | '10 years | ' | ' | ' | ||
Vesting period | '6 months | ' | ' | ' | ||
Stock options outstanding (in shares) | 169,200 | ' | ' | ' | ||
Outstanding and fully vested stock options (in shares) | 163,200 | ' | ' | ' | ||
Weighted average exercise price (in dollars per share) | $9.18 | ' | ' | ' | ||
Remaining weighted contractual life | '5 years | ' | ' | ' | ||
Compensation expense | 21,000 | 18,000 | ' | ' | ||
Non Qualified Stock Option Agreement [Member] | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ||
Contractual term | '6 years | ' | ' | ' | ||
Vesting period | '3 years | ' | ' | ' | ||
Stock options granted (in shares) | 60,000 | ' | ' | ' | ||
Stock options granted (in dollars per share) | $7.85 | ' | ' | ' | ||
Stock based compensation amount | $54,000 | ' | ' | ' | ||
[1] | Options with exercise prices ranging from $2.79 to $14.75 | |||||
[2] | Options with exercise prices ranging from $5.50 to $14.75 |
Stock_Plans_and_NonQualified_O2
Stock Plans and Non-Qualified Option Agreement (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | |||
Shares [Abstract] | ' | ' | ||
Options outstanding (in shares) | 362,800 | 528,800 | ||
Granted (in shares) | 0 | 0 | ||
Exercised (in shares) | 0 | 0 | ||
Forfeited (in shares) | -22,000 | -82,000 | ||
Options outstanding (in shares) | 340,800 | [1] | 446,800 | [2] |
Options exercisable at year end (in shares) | 334,800 | [1] | 369,300 | [2] |
Options vested and expected to be vested at end of year (in shares) | 340,800 | 446,800 | ||
Weighted Average Exercise Price [Abstract] | ' | ' | ||
Options outstanding (in dollars per share) | $9.53 | $9.82 | ||
Granted (in dollars per share) | $0 | $0 | ||
Exercised (in dollars per share) | $0 | $0 | ||
Forfeited (in dollars per share) | $8.17 | $10.86 | ||
Options outstanding (in dollars per share) | $9.62 | [1] | $9.63 | [2] |
Options exercisable (in dollars per share) | $9.73 | [1] | $10.12 | [2] |
Options vested and expected to be vested (in dollars per share) | $9.62 | $9.63 | ||
Weighted Average Remaining Contractual Term [Abstract] | ' | ' | ||
Options outstanding end of period (in years) | '2 years 8 months 12 days | [1] | '3 years 9 months 18 days | [2] |
Options exercisable (in years) | '2 years 7 months 6 days | [1] | '3 years 3 months 18 days | [2] |
Options vested and expected to be vested (in years) | '2 years 8 months 12 days | '3 years 9 months 18 days | ||
Aggregate Intrinsic Value [Abstract] | ' | ' | ||
Exercised | $0 | $0 | ||
Options outstanding end of year | 47,790 | [1] | 0 | [2] |
Options exercisable | 37,710 | [1] | 0 | [2] |
Options vested and expected to be vested | $47,790 | $0 | ||
[1] | Options with exercise prices ranging from $2.79 to $14.75 | |||
[2] | Options with exercise prices ranging from $5.50 to $14.75 |
Loss_Per_Share_Details
Loss Per Share (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potential shares excluded from above weighted average share calculations due to their anti-dilutive effect included (in shares) | 316,800 | 446,800 |
Long_Term_Debt_Details
Long Term Debt (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Aug. 02, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | ||||||||
Promissory Notes and Installment Agreements [Member] | Amended Revolving Credit and Term Loan Agreement [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Promissory Note dated February 12, 2013 ("New Note") [Member] | Promissory Note dated February 12, 2013 ("New Note") [Member] | Promissory Note dated February 12, 2013 ("New Note") [Member] | Promissory Note dated August 2, 2013 [Member] | Promissory Note dated August 2, 2013 [Member] | Various capital lease and promissory note obligations [Member] | Various capital lease and promissory note obligations [Member] | Revolving Credit and Term Loan [Member] | Revolving Credit and Term Loan [Member] | |||||||||||
Installments | Amended Revolving Credit and Term Loan Agreement [Member] | Amendment to Amended Loan Agreement [Member] | Amendment to Amended Loan Agreement [Member] | Prime rate [Member] | LIBOR [Member] | Amended Revolving Credit and Term Loan Agreement [Member] | Prime rate [Member] | LIBOR [Member] | Promissory Notes and Installment Agreements [Member] | Installments | ||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Long-term debt | $15,711,000 | $14,283,000 | ' | ' | ' | ' | ' | ' | ' | ' | $10,667,000 | [1] | $11,238,000 | [1] | ' | ' | ' | $99,000 | [2] | $127,000 | [2] | ' | $2,798,000 | [2],[3] | $2,777,000 | [2],[3] | $114,000 | $141,000 | $2,033,000 | [1] | $0 | [1] |
Less current portion of long-term debt | 3,220,000 | 2,876,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Less long-term debt related to assets held for sale | 26,000 | 35,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Long-term debt, less current portion | 12,465,000 | 11,372,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Description of variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | 'Prime rate | 'LIBOR | ' | ' | ' | 'Prime rate | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Reference rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Basis spread on variable rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 3.00% | ' | ' | ' | 2.50% | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Maturity date | ' | ' | ' | ' | 31-Oct-16 | ' | ' | ' | ' | ' | 31-Oct-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Effective interest rate (in hundredths) | ' | ' | ' | ' | 5.20% | ' | ' | ' | ' | ' | 3.70% | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Periodic payment, principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 190,000 | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Number of monthly installments | ' | ' | 24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24 | ' | ' | ' | ' | ' | ||||||||
Number of monthly installments of interest only | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12 | ' | ' | ' | ' | ' | ||||||||
Periodic payment | ' | ' | ' | 190,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | ' | ' | ' | ' | ||||||||
Interest rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.99% | ' | ' | ' | ' | ' | ||||||||
Periodic payment date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Sep-13 | ' | ' | ' | ' | ' | ||||||||
Interest rate, minimum (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.30% | ' | ' | ' | ||||||||
Interest rate, maximum (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.10% | ' | ' | ' | ||||||||
Debt discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -202,000 | -223,000 | ' | ' | ' | ' | ||||||||
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | 12,000,000 | 18,000,000 | ' | ' | ' | ' | 16,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Amortization period of term loan | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Excess availability under revolving credit | ' | ' | ' | ' | ' | 3,316,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Notice period upon payment in full of debt obligation before date | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Debt instrument principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 230,000 | ' | ' | ' | ' | ' | ' | ||||||||
Number of days for trading of common stock to determine average closing price | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Proceeds from issuance of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ||||||||
Number of shares issued to each Lender on Warrant (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000 | ' | ' | ' | ' | ' | ||||||||
Exercise price of warrant (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.23 | ' | ' | ' | ' | ' | ||||||||
Number of months after which warrant is exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | ' | ||||||||
Expiration date of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2-Aug-16 | ' | ' | ' | ' | ' | ||||||||
Fair value of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59,000 | ' | ' | ' | ' | ' | ||||||||
Issuance of Common Stock for debt (in shares) | 11,427,292 | 11,406,573 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90,000 | ' | ' | ' | ' | ' | ||||||||
Number of shares received by each Lender (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000 | ' | ' | ' | ' | ' | ||||||||
Fair value of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | ' | ' | ' | ' | ' | ||||||||
Maximum number of payoffs of shares in terms of outstanding equity (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ||||||||
[1] | Our Revolving Credit facility is collateralized by our accounts receivable and our Term Loan is collateralized by our property, plant, and equipment. | |||||||||||||||||||||||||||||||
[2] | Uncollateralized note. | |||||||||||||||||||||||||||||||
[3] | Net of debt discount of ($202,000) and ($223,000) for March 31, 2014 and December 31, 2013, respectively. See bPromissory Notesb below for additional information. |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Insurance [Abstract] | ' |
Period of finite risk insurance policy | '25 years |
Maximum allowable coverage of insurance policy | $39,000,000 |
Financial assurance coverage amount under insurance policy | 38,679,000 |
Sinking fund related to the insurance policy | 15,415,000 |
Interest earned on sinking fund | 944,000 |
Interest income on sinking fund during the period | 6,000 |
Insurer's obligation to entity on termination of contract (in hundredths) | 100.00% |
Financial assurance coverage amount under second insurance policy | 7,800,000 |
Annual growth rate of financial assurance coverage amount under second insurance policy (in hundredths) | 1.50% |
Maximum financial assurance coverage amount under second insurance policy | 8,200,000 |
Sinking fund related to the second insurance policy | 5,899,000 |
Interest earned on sinking fund under second insurance policy | 199,000 |
Interest income on sinking fund during the period under second insurance policy | 1,000 |
Period of finite second insurance policy | '4 years |
Renewal fee for additional year under second insurance policy | $46,000 |
Discontinued_Operations_and_Di2
Discontinued Operations and Divestitures (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Location | ||
Discontinued Operations and Divestitures [Abstract] | ' | ' |
Number of previously shut down locations | 2 | ' |
Loss Contingencies [Line Items] | ' | ' |
Maximum deductible amount in insurance for general liability | $300,000 | ' |
Nature of expense and insurance receivable | ' | ' |
Clean up costs | 7,188,000 | ' |
Impairment of fixed assets | 130,000 | ' |
Incremental payroll costs | 405,000 | ' |
Other incremental costs | 392,000 | ' |
Total incurred costs through March 31, 2014 | 8,115,000 | ' |
Insurance proceed reimbursements | 3,750,000 | ' |
Insurance recovery receivable | 628,000 | ' |
Insurance recoveries already received in total | 7,287,000 | ' |
Insurance recoveries received | 900,000 | ' |
Costs incurred in connection to fire | 7,985,000 | ' |
Deductibles incurred | 200,000 | ' |
Results of discontinued operations [Abstract] | ' | ' |
Net revenues | 0 | 663,000 |
Interest expense | -1,000 | -5,000 |
Operating loss from discontinued operations | -266,000 | -40,000 |
Income tax benefit | 0 | -13,000 |
Loss from discontinued operations | -266,000 | -27,000 |
Workers Compensation [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Maximum deductible amount in insurance for general liability | 100,000 | ' |
Pollution [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Maximum deductible amount in insurance for general liability | 100,000 | ' |
Property Insurance [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Maximum deductible amount in insurance for general liability | $100,000 | ' |
Operating_Segments_Details
Operating Segments (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Segment | ||||
Operating Segments [Abstract] | ' | ' | ||
Number of reporting segments | 2 | ' | ||
Financial information of our reporting segments [Abstract] | ' | ' | ||
Revenue from external customers | $10,544 | $19,829 | ||
Intercompany revenues | 0 | 0 | ||
Gross profit | 94 | 537 | ||
Interest income | 7 | 9 | ||
Interest expense | 153 | 145 | ||
Interest expense - financing fees | -45 | -23 | ||
Depreciation and amortization | 1,211 | 1,287 | ||
Segment loss, net of taxes | -3,703 | -2,888 | ||
Expenditures for segment assets | 213 | 116 | ||
Treatment [Member] | ' | ' | ||
Financial information of our reporting segments [Abstract] | ' | ' | ||
Revenue from external customers | 7,673 | 7,341 | ||
Intercompany revenues | 1 | 672 | ||
Gross profit | 111 | -145 | ||
Interest income | 0 | 0 | ||
Interest expense | 10 | 5 | ||
Interest expense - financing fees | 0 | 0 | ||
Depreciation and amortization | 949 | 1,039 | ||
Segment loss, net of taxes | -1,174 | -888 | ||
Expenditures for segment assets | 211 | 116 | ||
Services [Member] | ' | ' | ||
Financial information of our reporting segments [Abstract] | ' | ' | ||
Revenue from external customers | 2,871 | 12,488 | ||
Intercompany revenues | 11 | 39 | ||
Gross profit | -17 | 682 | ||
Interest income | 0 | 0 | ||
Interest expense | 0 | -5 | ||
Interest expense - financing fees | 0 | 0 | ||
Depreciation and amortization | 249 | 222 | ||
Segment loss, net of taxes | -1,048 | -200 | ||
Expenditures for segment assets | 2 | 0 | ||
Segments Total [Member] | ' | ' | ||
Financial information of our reporting segments [Abstract] | ' | ' | ||
Revenue from external customers | 10,544 | 19,829 | ||
Intercompany revenues | 12 | 711 | ||
Gross profit | 94 | 537 | ||
Interest income | 0 | 0 | ||
Interest expense | 10 | 0 | ||
Interest expense - financing fees | 0 | 0 | ||
Depreciation and amortization | 1,198 | 1,261 | ||
Segment loss, net of taxes | -2,222 | -1,088 | ||
Expenditures for segment assets | 213 | 116 | ||
Corporate [Member] | ' | ' | ||
Financial information of our reporting segments [Abstract] | ' | ' | ||
Revenue from external customers | 0 | [1] | 0 | [1] |
Intercompany revenues | 0 | [1] | 0 | [1] |
Gross profit | 0 | [1] | 0 | [1] |
Interest income | 7 | [1] | 9 | [1] |
Interest expense | 143 | [1] | 145 | [1] |
Interest expense - financing fees | -45 | [1] | -23 | [1] |
Depreciation and amortization | 13 | [1] | 26 | [1] |
Segment loss, net of taxes | -1,481 | [1] | -1,800 | [1] |
Expenditures for segment assets | $0 | [1] | $0 | [1] |
[1] | Amounts reflect the activity for corporate headquarters, not included in the segment information. |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Taxes [Abstract] | ' | ' |
Income tax (expense) benefit, continuing operations | ($30,000) | $1,429,000 |
Effective tax rate (in hundredths) | -0.80% | 33.10% |
Subsequent_Event_Details
Subsequent Event (Details) (Subsequent Event [Member], USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2014 | Dec. 31, 2013 | Apr. 14, 2014 | Apr. 04, 2014 | Apr. 03, 2014 | |
Polish Subsidiary [Member] | Chief Operating Officer [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Percentage purchased of subsidiary (in hundredths) | ' | ' | ' | 80.00% | ' |
Minimum fixed charge coverage ratio | '1.15 | '1.25 | ' | ' | ' |
Maximum borrowing capacity | $12,000,000 | $18,000,000 | ' | ' | ' |
Term of employment | ' | ' | ' | ' | '10 years |
Fee amount | ' | ' | $30,000 | ' | ' |