Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 08, 2013 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'HDSN | ' |
Entity Common Stock, Shares Outstanding | ' | 25,070,386 |
Entity Registrant Name | 'HUDSON TECHNOLOGIES INC /NY | ' |
Entity Central Index Key | '0000925528 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $3,943 | $3,991 |
Trade accounts receivable - net of allowance for doubtful accounts of $245 and $227 | 6,866 | 1,956 |
Inventories | 32,378 | 40,167 |
Prepaid expenses and other current assets | 5,132 | 676 |
Deferred tax asset | 234 | 234 |
Total current assets | 48,553 | 47,024 |
Property, plant and equipment, less accumulated depreciation and amortization | 4,745 | 4,765 |
Other assets | 270 | 341 |
Deferred tax asset | 4,941 | 3,888 |
Investments in affiliates | 993 | 1,138 |
Intangible assets, less accumulated amortization | 59 | 76 |
Total Assets | 59,561 | 57,232 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 6,216 | 6,219 |
Accrued payroll | 431 | 661 |
Short-term debt and current maturities of long-term debt | 18,076 | 12,736 |
Total current liabilities | 24,723 | 19,616 |
Deferred income taxes | 542 | 0 |
Long-term debt, less current maturities | 4,748 | 4,920 |
Total Liabilities | 30,013 | 24,536 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, $0.01 par value; shares authorized 50,000,000; 25,070,386 and 24,124,625 issued and outstanding | 251 | 241 |
Additional paid-in capital | 44,876 | 43,722 |
Accumulated deficit | -15,579 | -11,267 |
Total Stockholders' Equity | 29,548 | 32,696 |
Total Liabilities and Stockholders' Equity | 59,561 | 57,232 |
Series A Convertible Preferred Stock | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock shares authorized 5,000,000; Series A convertible preferred stock, $0.01 par value ($100 liquidation preference value); shares authorized 150,000; none issued or outstanding | $0 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Trade accounts receivable - net of allowance for doubtful accounts | $245 | $227 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, issued | 25,070,386 | 24,124,625 |
Common stock, outstanding | 25,070,386 | 24,124,625 |
Preferred Stock | ' | ' |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series A Convertible Preferred Stock | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, liquidation preference value | $100 | $100 |
Preferred stock, shares authorized | 150,000 | 150,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues | $15,171 | $14,473 | $53,816 | $51,578 |
Cost of sales, excluding lower of cost or market adjustment | 13,084 | 9,108 | 40,019 | 30,009 |
Lower of cost or market adjustment | 14,700 | 0 | 14,700 | 0 |
Gross profit (loss) | -12,613 | 5,365 | -903 | 21,569 |
Operating expenses: | ' | ' | ' | ' |
Selling and marketing | 756 | 572 | 2,397 | 1,926 |
General and administrative | 1,077 | 1,078 | 2,967 | 3,242 |
Total operating expenses | 1,833 | 1,650 | 5,364 | 5,168 |
Operating income (loss) | -14,446 | 3,715 | -6,267 | 16,401 |
Other income (expense): | ' | ' | ' | ' |
Interest expense | -247 | -174 | -687 | -532 |
Interest income | 0 | 0 | 0 | 1 |
Total other income (expense) | -247 | -174 | -687 | -531 |
Income (loss) before income taxes | -14,693 | 3,541 | -6,954 | 15,870 |
Income tax (benefit) expense | -5,578 | 1,347 | -2,642 | 6,033 |
Net income (loss) | ($9,115) | $2,194 | ($4,312) | $9,837 |
Net income (loss) per common share - Basic | ($0.36) | $0.09 | ($0.17) | $0.41 |
Net income (loss) per common share - Diluted | ($0.36) | $0.08 | ($0.17) | $0.37 |
Weighted average number of shares outstanding - Basic | 25,070,386 | 23,928,081 | 24,751,674 | 23,834,685 |
Weighted average number of shares outstanding - Diluted | 25,070,386 | 26,566,674 | 24,751,674 | 26,241,273 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows Decrease in Cash and Cash Equivalents (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($4,312) | $9,837 |
Adjustments to reconcile net income (loss) to cash used by operating activities: | ' | ' |
Depreciation and amortization | 600 | 417 |
Allowance for doubtful accounts | 49 | 24 |
Value of share-based payment arrangements | 53 | 60 |
Amortization of deferred finance costs | 61 | 20 |
Deferred tax (benefit) utilization | -1,053 | 3,086 |
Lower of cost or market adjustment | 6,694 | 0 |
Changes in assets and liabilities: | ' | ' |
Trade accounts receivable | -4,959 | -2,666 |
Inventories | 1,095 | -16,948 |
Prepaid and other assets | -4,253 | -684 |
Accounts payable and accrued expenses | -233 | -1,373 |
Income taxes payable | 0 | 1,168 |
Deferred income taxes | 542 | 0 |
Cash used by operating activities | -5,716 | -7,059 |
Cash flows from investing activities: | ' | ' |
Additions to patents | -7 | -20 |
Additions to property, plant, and equipment | -556 | -636 |
Investment in affiliates | -47 | -3 |
Cash used by investing activities | -610 | -659 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock | 1,110 | 160 |
Proceeds from short-term debt-net | 5,337 | 5,369 |
Proceeds from issuance of long-term debt | 0 | 4,387 |
Repayment of long-term debt | -169 | -2,719 |
Cash provided by financing activities | 6,278 | 7,197 |
Decrease in cash and cash equivalents | -48 | -521 |
Cash and cash equivalents at beginning of period | 3,991 | 3,958 |
Cash and cash equivalents at end of period | 3,943 | 3,437 |
Supplemental Disclosure of Cash Flow Information: | ' | ' |
Cash paid during period for interest | 626 | 511 |
Cash paid for income taxes | $1,085 | $1,779 |
Summary_of_significant_account
Summary of significant accounting policies | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Summary of significant accounting policies | ' | |||||||||||||
Note 1 - Summary of significant accounting policies | ||||||||||||||
Business | ||||||||||||||
Hudson Technologies, Inc., incorporated under the laws of New York on January 11, 1991, is a refrigerant services company providing innovative solutions to recurring problems within the refrigeration industry. The Company's products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems, including (i) refrigerant sales, (ii) refrigerant management services consisting primarily of reclamation of refrigerants and (iii) RefrigerantSide® Services performed at a customer's site, consisting of system decontamination to remove moisture, oils and other contaminants. In addition, RefrigerantSide® Services include predictive and diagnostic services for industrial and commercial refrigeration applications, which are designed to predict potential catastrophic problems and identify inefficiencies in an operating system. The Company’s Chiller Chemistry®, Chill Smart®, Fluid Chemistry®, and Performance Optimization are predictive and diagnostic service offerings. As a component of the Company’s products and services, the Company also participates in the generation of carbon offset projects. The Company operates principally through its wholly-owned subsidiary, Hudson Technologies Company. Unless the context requires otherwise, references to the “Company”, “Hudson”, “we”, “us”, “our”, or similar pronouns refer to Hudson Technologies, Inc. and its subsidiaries. | ||||||||||||||
In preparing the accompanying consolidated financial statements, and in accordance with ASC855-10 “Subsequent Events”, the Company’s management has evaluated subsequent events through the date that the financial statements were filed. | ||||||||||||||
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial information included in the quarterly report should be read in conjunction with the Company’s audited financial statements and related notes thereto for the year ended December 31, 2012. Operating results for the nine month period ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. | ||||||||||||||
In the opinion of management, all estimates and adjustments considered necessary for a fair presentation have been included and all such adjustments were normal and recurring. | ||||||||||||||
Consolidation | ||||||||||||||
The consolidated financial statements represent all companies of which Hudson directly or indirectly has majority ownership or otherwise controls. Significant intercompany accounts and transactions have been eliminated. The Company's consolidated financial statements include the accounts of wholly-owned subsidiaries Hudson Holdings, Inc. and Hudson Technologies Company. | ||||||||||||||
Fair value of financial instruments | ||||||||||||||
The carrying values of financial instruments including trade accounts receivable and accounts payable approximate fair value at September 30, 2013 and December 31, 2012, because of the relatively short maturity of these instruments. The carrying value of short and long-term debt approximates fair value, based upon quoted market rates of similar debt issues, as of September 30, 2013 and December 31, 2012. | ||||||||||||||
Credit risk | ||||||||||||||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of temporary cash investments and trade accounts receivable. The Company maintains its temporary cash investments in highly-rated financial institutions and, at times, the balances exceed FDIC insurance coverage. The Company's trade accounts receivables are primarily due from companies throughout the United States. The Company reviews each customer's credit history before extending credit. | ||||||||||||||
The Company establishes an allowance for doubtful accounts based on factors associated with the credit risk of specific accounts, historical trends, and other information. The carrying value of the Company’s accounts receivable is reduced by the established allowance for doubtful accounts. The allowance for doubtful accounts includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve for the remaining accounts receivable balances. The Company adjusts its reserves based on factors that affect the collectability of the accounts receivable balances. | ||||||||||||||
For the nine month period ended September 30, 2013, two customers each accounted for 10% or more of the Company’s revenues and in the aggregate these two customers accounted for 25% of the Company’s revenues. At September 30, 2013, there were $622,000 in outstanding receivables from these customers. For the nine month period ended September 30, 2012, three customers each accounted for 10% or more of the Company’s revenues and in the aggregate these three customers accounted for 40% of the Company’s revenues. At September 30, 2012, there were $3,300,000 in outstanding receivables from these customers. | ||||||||||||||
The loss of a principal customer or a decline in the economic prospects of and/or a reduction in purchases of the Company's products or services by any such customer could have a material adverse effect on the Company's operating results and financial position. | ||||||||||||||
Cash and cash equivalents | ||||||||||||||
Temporary investments with original maturities of ninety days or less are included in cash and cash equivalents. | ||||||||||||||
Inventories | ||||||||||||||
Inventories, consisting primarily of refrigerant products available for sale, are stated at the lower of cost, on a first-in first-out basis, or market. Where the market price of inventory is less than the related cost, the Company may be required to write down its inventory through a lower of cost or market adjustment, the impact of which is reflected in cost of sales on the Consolidated Statements of Operations. Any such adjustment is based on management’s judgment regarding future demand and market conditions and analysis of historical experience. For the three and nine months ended September 30, 2013, the Company recognized a lower of cost or market adjustment to inventory in the amount of $14,700,000. | ||||||||||||||
Property, plant, and equipment | ||||||||||||||
Property, plant, and equipment are stated at cost, including internally manufactured equipment. The cost to complete equipment that is under construction is not considered to be material to the Company's financial position. Provision for depreciation is recorded (for financial reporting purposes) using the straight-line method over the useful lives of the respective assets. Leasehold improvements are amortized on a straight-line basis over the shorter of economic life or the terms of the respective leases. Costs of maintenance and repairs are charged to expense when incurred. | ||||||||||||||
Due to the specialized nature of the Company's business, it is possible that the Company's estimates of equipment useful life periods may change in the future. | ||||||||||||||
Revenues and cost of sales | ||||||||||||||
Revenues are recorded upon completion of service or product shipment and passage of title to customers in accordance with contractual terms. The Company evaluates each sale to ensure collectability. In addition, each sale is based on an arrangement with the customer and the sales price to the buyer is fixed. License fees are recognized over the period of the license based on the respective performance measurements associated with the license. Royalty revenues are recognized when earned. Cost of sales is recorded based on the cost of products shipped or services performed and related direct operating costs of the Company's facilities. To the extent that the Company charges its customers shipping fees, such amounts are included as a component of revenue and the corresponding costs are included as a component of cost of sales. | ||||||||||||||
The Company's revenues are derived from refrigerant and reclamation sales and RefrigerantSide® Services, including license and royalty revenues. The revenues for each of these lines are as follows: | ||||||||||||||
Nine Month Period Ended September 30, | 2013 | 2012 | ||||||||||||
(in thousands, unaudited) | ||||||||||||||
Refrigerant and reclamation sales | $ | 50,564 | $ | 48,639 | ||||||||||
RefrigerantSide® services | 3,252 | 2,939 | ||||||||||||
Total | $ | 53,816 | $ | 51,578 | ||||||||||
Income taxes | ||||||||||||||
The Company utilizes the asset and liability method for recording deferred income taxes, which provides for the establishment of deferred tax asset or liability accounts based on the difference between tax and financial reporting bases of certain assets and liabilities. The tax benefit associated with the Company's net operating loss carry forwards (“NOLs”) is recognized to the extent that the Company is expected to recognize future taxable income. The Company assesses the recoverability of its deferred tax assets based on its expectation that it will recognize future taxable income, and adjusts its valuation allowance accordingly. As of September 30, 2013 and December 31, 2012, the deferred tax asset was $5,175,000 and $4,122,000, respectively. | ||||||||||||||
Certain states either do not allow or limit NOLs and as such the Company will be liable for certain state taxes. To the extent that the Company utilizes its NOLs, it will not pay tax on such income but may be subject to the federal alternative minimum tax. In addition, to the extent that the Company’s net income, if any, exceeds the annual NOL limitation it will pay income taxes based on existing statutory rates. Moreover, as a result of a “change in control”, as defined by the Internal Revenue Service, the Company’s ability to utilize its existing NOLs is subject to certain annual limitations. Approximately $10,600,000 of the Company’s $13,000,000 of NOLs are subject to annual limitations of $1,300,000. | ||||||||||||||
The Company has a current income tax receivable of $ 3,300,000 at September 30, 2013, which is included in prepaid expenses and other current assets on the balance sheet. This receivable is primarily related to the pre-tax loss for the nine months ended September 30, 2013 and to a lesser extent to a tax refund on the 2012 federal income tax return. | ||||||||||||||
As a result of an Internal Revenue Service audit, the 2006 and prior federal tax years have been closed. The Company operates in many states throughout the United States and, as of September 30, 2013, the various states’ statutes of limitations remain open for tax years subsequent to 2008. The Company recognizes interest and penalties, if any, relating to income taxes as a component of the provision for income taxes. | ||||||||||||||
The IRS recently initiated an examination of the Company’s federal income tax return for the fiscal year 2011. The Company does not expect the results of this examination to have a material effect on the Company’s financial statements. | ||||||||||||||
The Company evaluates uncertain tax positions, if any, by determining if it is more likely than not to be sustained upon examination by the taxing authorities. As of September 30, 2013 and December 31, 2012, the Company had no uncertain tax positions. | ||||||||||||||
Income (loss) per common and equivalent shares | ||||||||||||||
If dilutive, common equivalent shares (common shares assuming exercise of options and warrants) utilizing the treasury stock method are considered in the presentation of diluted earnings per share. The reconciliation of shares used to determine net income (loss) per share is as follows (dollars in thousands, unaudited): | ||||||||||||||
Three Month Period | Nine Month Period | |||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net income (loss) | $ | -9,115 | $ | 2,194 | $ | -4,312 | $ | 9,837 | ||||||
Weighted average number of shares – basic | 25,070,386 | 23,928,081 | 24,751,674 | 23,834,685 | ||||||||||
Weighted average number of shares underlying warrants | 0 | 398,492 | 0 | 297,826 | ||||||||||
Weighted average number of shares underlying options | 0 | 2,240,101 | 0 | 2,108,762 | ||||||||||
Weighted average number of shares outstanding – diluted | 25,070,386 | 26,566,674 | 24,751,674 | 26,241,273 | ||||||||||
During the three and nine month periods ended September 30, 2013 and 2012, certain options and warrants aggregating 3,746,807 and no shares, respectively, have been excluded from the calculation of diluted shares, due to the fact that their effect would be anti-dilutive. | ||||||||||||||
Estimates and risks | ||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect reported amounts of certain assets and liabilities, the disclosure of contingent assets and liabilities, and the results of operations during the reporting period. Actual results could differ from these estimates. | ||||||||||||||
The Company utilizes both internal and external sources to evaluate potential current and future liabilities for various commitments and contingencies. In the event that the assumptions or conditions change in the future, the estimates could differ from the original estimates. | ||||||||||||||
Several of the Company's accounting policies involve significant judgments, uncertainties and estimations. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. To the extent that actual results differ from management's judgments and estimates, there could be a material adverse effect on the Company. On a continuous basis, the Company evaluates its estimates, including, but not limited to, those estimates related to its allowance for doubtful accounts, inventory reserves, and valuation allowance for the deferred tax assets relating to its NOLs and commitments and contingencies. With respect to accounts receivable, the Company estimates the necessary allowance for doubtful accounts based on both historical and anticipated trends of payment history and the ability of the customer to fulfill its obligations. For inventory, the Company evaluates both current and anticipated sales prices of its products to determine if a write down of inventory to net realizable value is necessary. In determining the Company’s valuation allowance for its deferred tax assets, the Company assesses its ability to generate taxable income in the future. | ||||||||||||||
The Company participates in an industry that is highly regulated, changes in which could affect operating results. Currently the Company purchases virgin, hydrochlorofluorocarbon (“HCFC”) and hydrofluorocarbon (“HFC”) refrigerants and reclaimable, primarily HCFC and chlorofluorocarbon (“CFC”), refrigerants from suppliers and its customers. Effective January 1, 1996, the Clean Air Act (the “Act”) prohibited the production of virgin CFC refrigerants and limited the production of virgin HCFC refrigerants. Effective January 2004, the Act further limited the production of virgin HCFC refrigerants and federal regulations were enacted which established production and consumption allowances for HCFC refrigerants and which imposed limitations on the importation of certain virgin HCFC refrigerants. Under the Act, production of certain virgin HCFC refrigerants is scheduled to be phased out during the period 2010 through 2020, and production of all virgin HCFC refrigerants is scheduled to be phased out by 2030. Additionally, effective January 1, 2010, the Act further limited the production of virgin HCFC refrigerants, and additional federal regulations have been enacted which imposed further limitation and a phase down on the use, production and importation of virgin HCFC refrigerants for the years 2010 through 2014. As a result of litigation, the federal regulations implementing the January 2010 phase down schedule were vacated, and in March 2013, the Environmental Protection Agency (“EPA”) published a final rule providing for further reduction in the production of HCFC refrigerants when compared to the reductions established in the January 1, 2010 published rule. The final rule allows for the production or importation of 63 million and 51 million pounds of HCFC-22 in 2013 and 2014, respectively. The EPA has not yet issued a proposed or final rule establishing the total pounds of HCFC-22 that can be produced or imported during the years 2015 through 2019. | ||||||||||||||
To the extent that the Company is unable to source sufficient quantities of refrigerants or is unable to obtain refrigerants on commercially reasonable terms or experiences a decline in demand and/or price for refrigerants sold by it, the Company could realize reductions in revenue from refrigerant sales, which could have a material adverse effect on the Company’s operating results and financial position. | ||||||||||||||
The Company is subject to various legal proceedings. The Company assesses the merit and potential liability associated with each of these proceedings. In addition, the Company estimates potential liability, if any, related to these matters. To the extent that these estimates are not accurate, or circumstances change in the future, the Company could realize liabilities, which could have a material adverse effect on operating results and its financial position. | ||||||||||||||
Impairment of long-lived assets | ||||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the cost to sell. | ||||||||||||||
Recent accounting pronouncements | ||||||||||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2013-2 (“ASU 2013-2”), “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (Topic 220).” ASU 2013-2 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. ASU 2013-2 became effective for fiscal years beginning after December 31, 2012. The adoption of this update did not have a material impact on the Company’s consolidated financial statements. | ||||||||||||||
In March 2013, the FASB issued ASU No. 2013-05, which amends the guidance in ASC 830, “Foreign Currency Matters”. ASU No. 2013-05 addresses the accounting for the cumulative translation adjustment (“CTA”) when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. This amended guidance is to be applied prospectively and is effective for the Company beginning on January 1, 2014. The implementation of the amended accounting guidance is not expected to have a material impact on our consolidated financial position or results of operations. | ||||||||||||||
Sharebased_compensation
Share-based compensation | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Share-Based Compensation [Abstract] | ' | ||||||||
Share-based compensation | ' | ||||||||
Note 2 - Share-based compensation | |||||||||
Share-based compensation represents the cost related to share-based awards, typically stock options, granted to employees, non-employees, officers and directors. Share-based compensation is measured at grant date, based on the estimated aggregate fair value of the award on the grant date, and such amount is charged to compensation expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. For the nine month periods ended September 30, 2013 and 2012, the share-based compensation expense of $53,000 and $60,000, respectively, is reflected in general and administrative expenses in the consolidated income statements. | |||||||||
Share-based awards have historically been stock options issued pursuant to the terms of the Company’s 1994 and 1997 stock option plans and the Company’s 2004 and 2008 stock incentive plans, (collectively, the “Plans”), described below. The Plans may be administered by the Board of Directors or the Compensation Committee of the Board or by another committee appointed by the Board from among its members as provided in the Plans. Presently, the Plans are administered by the Company’s Compensation Committee of the Board of Directors. The Compensation Committee has delegated authority to our Chief Executive Officer, to grant stock options under the Company’s 2004 and 2008 stock incentive plans to employees who are not executive officers of up to a maximum of 10,000 shares per employee and up to an aggregate of 50,000 shares per year. As of September 30, 2013, the Plans authorized the issuance of stock options to purchase 5,500,000 shares of the Company’s common stock and, as of September 30, 2013 there were 2,535,087 shares of the Company’s common stock available for issuance for future stock option grants or other stock based awards. | |||||||||
Stock option awards, which allow the recipient to purchase shares of the Company’s common stock at a fixed price, are typically granted at an exercise price equal to the Company’s stock price at the date of grant. Typically, the Company’s stock option awards have generally vested from immediately to two years from the grant date and have had a contractual term ranging from five to ten years. | |||||||||
For the nine month periods ended September 30, 2013 and 2012, the Company issued 110,000 and 30,843 options, respectively. As of September 30, 2013, there was $130,000 of unrecognized compensation cost related to non-vested previously granted option awards. | |||||||||
Effective October 31, 1994, the Company adopted an Employee Stock Option Plan (“1994 Plan”) pursuant to which 725,000 shares of common stock were reserved for issuance upon the exercise of options designated as either (i) options intended to constitute incentive stock options (“ISOs”) under the Internal Revenue Code of 1986, as amended (“Code”), or (ii) nonqualified options. ISOs could be granted under the 1994 Plan to employees and officers of the Company. Non-qualified options could be granted to consultants, directors (whether or not they are employees), employees or officers of the Company. Effective November 1, 2004, the Company’s ability to grant options under the 1994 Plan expired. | |||||||||
Effective July 25, 1997, the Company adopted its 1997 Employee Stock Option Plan, which was amended on August 19, 1999, (“1997 Plan”) pursuant to which 2,000,000 shares of common stock were reserved for issuance upon the exercise of options designated as either (i) ISOs under the Code, or (ii) nonqualified options. ISOs could be granted under the 1997 Plan to employees and officers of the Company. Non-qualified options could be granted to consultants, directors (whether or not they are employees), employees or officers of the Company. Stock appreciation rights could also be issued in tandem with stock options. Effective June 11, 2007, the Company’s ability to grant options or stock appreciation rights under the 1997 Plan expired. | |||||||||
Effective September 10, 2004, the Company adopted its 2004 Stock Incentive Plan (“2004 Plan”) pursuant to which 2,500,000 shares of common stock were reserved for issuance upon the exercise of options, designated as either (i) ISOs under the Code, or (ii) nonqualified options, restricted stock, deferred stock or other stock-based awards. ISOs may be granted under the 2004 Plan to employees and officers of the Company. Non qualified options, restricted stock, deferred stock or other stock-based awards may be granted to consultants, directors (whether or not they are employees), employees or officers of the Company. Stock appreciation rights may also be issued in tandem with stock options. Unless the 2004 Plan is sooner terminated, the ability to grant options or other awards under the 2004 Plan will expire on September 10, 2014. | |||||||||
ISOs granted under the 2004 Plan may not be granted at a price less than the fair market value of the common stock on the date of grant (or 110% of fair market value in the case of persons holding 10% or more of the voting stock of the Company). Nonqualified options granted under the 2004 Plan may not be granted at a price less than the fair market value of the common stock. Options granted under the 2004 Plan expire not more than ten years from the date of grant (five years in the case of ISOs granted to persons holding 10% or more of the voting stock of the Company). | |||||||||
Effective August 27, 2008, the Company adopted its 2008 Stock Incentive Plan (“2008 Plan”) pursuant to which 3,000,000 shares of common stock were reserved for issuance upon the exercise of options, designated as either (i) ISOs under the Code, or (ii) nonqualified options, restricted stock, deferred stock or other stock-based awards. ISOs may be granted under the 2008 Plan to employees and officers of the Company. Non qualified options, restricted stock, deferred stock or other stock-based awards may be granted to consultants, directors (whether or not they are employees), employees or officers of the Company. Stock appreciation rights may also be issued in tandem with stock options. Unless the 2008 Plan is sooner terminated, the ability to grant options or other awards under the 2008 Plan will expire on August 27, 2018. | |||||||||
ISOs granted under the 2008 Plan may not be granted at a price less than the fair market value of the common stock on the date of grant (or 110% of fair market value in the case of persons holding 10% or more of the voting stock of the Company). Nonqualified options granted under the 2008 Plan may not be granted at a price less than the fair market value of the common stock. Options granted under the 2008 Plan expire not more than ten years from the date of grant (five years in the case of ISOs granted to persons holding 10% or more of the voting stock of the Company). | |||||||||
All stock options have been granted to employees and non-employees at exercise prices equal to or in excess of the market value on the date of the grant. | |||||||||
The Company determines the fair value of share based awards at the grant date by using the Black-Scholes option-pricing model, and is incorporating the simplified method to compute expected lives of share based awards with the following weighted-average assumptions: | |||||||||
Nine Month Period Ended | |||||||||
September 30, | 2013 | 2012 | |||||||
Assumptions | |||||||||
Dividend yield | 0 | % | 0 | % | |||||
Risk free interest rate | .85%- 1.64 | % | 0.65 | % | |||||
Expected volatility | 62%-76 | % | 73 | % | |||||
Expected lives | 5 years | 5 years | |||||||
A summary of the activity for the Company's plans for the indicated periods is presented below: | |||||||||
Weighted | |||||||||
Average | |||||||||
Stock Option Plan Totals | Shares | Exercise Price | |||||||
Outstanding at December 31, 2011 | 3,435,443 | $ | 1.22 | ||||||
• Cancelled | -8,313 | $ | 1.1 | ||||||
• Exercised | -109,038 | $ | 1.42 | ||||||
• Granted | 30,843 | $ | 3.27 | ||||||
Outstanding at December 31, 2012 | 3,348,935 | $ | 1.23 | ||||||
• Cancelled | -8,617 | $ | 1.1 | ||||||
• Exercised | -945,761 | $ | 1.2 | ||||||
• Granted | 110,000 | $ | 3.01 | ||||||
Outstanding at September 30, 2013 | 2,504,557 | $ | 1.33 | ||||||
The following is the weighted average contractual life in years and the weighted average exercise price at September 30, 2013 of: | |||||||||
Weighted Average | |||||||||
Number of | Remaining | Weighted Average | |||||||
Options | Contractual Life | Exercise Price | |||||||
Options outstanding | 2,504,557 | 4.70 years | $ | 1.33 | |||||
Options vested | 2,407,057 | 4.75 years | $ | 1.27 | |||||
The following is the intrinsic value at September 30, 2013 of: | |||||||||
Options outstanding | $ | 1,931,430 | |||||||
Options vested in 2013 | $ | 53,125 | |||||||
Options exercised in 2013 | $ | 2,816,000 | |||||||
The intrinsic value of options exercised during the year ended December 31, 2012 was $267,000. | |||||||||
Debt
Debt | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Debt | ' | ||||
Note 3 - Debt | |||||
On June 22, 2012, a subsidiary of Hudson entered into a Revolving Credit, Term Loan and Security Agreement (the “PNC Facility”) with PNC Bank, National Association, as agent (“Agent” or “PNC”), and such other lenders as may thereafter become a party to the PNC Facility. Under the terms of the PNC Facility, Hudson could initially borrow up to $27,000,000 consisting of a term loan in the principal amount of $4,000,000 and revolving loans in a maximum amount up to the lesser of $23,000,000 and a borrowing base that is calculated based on the outstanding amount of Hudson’s eligible receivables and eligible inventory, as described in the PNC Facility. On February 15, 2013, the PNC Facility was amended. As a result of this amendment, Hudson may borrow up to a maximum of $40,000,000 consisting of a term loan in the principal amount of $4,000,000 and revolving loans in a maximum amount up to $36,000,000. Amounts borrowed under the PNC Facility may be used by Hudson for working capital needs and to reimburse drawings under letters of credit. Fees and expenses relating to the creation of the PNC Facility of approximately $183,000 are being amortized over the life of the loan. At September 30, 2013, total borrowings under the PNC Facility were $21,788,000, and there was $4,932,000 available to borrow under the revolving line of credit. The effective interest rate under the PNC Facility was 2.5% at September 30, 2013. | |||||
Interest on loans under the PNC Facility is payable in arrears on the first day of each month with respect to loans bearing interest at the domestic rate (as set forth in the PNC Facility) and at the end of each interest period with respect to loans bearing interest at the Eurodollar rate (as set forth in the PNC Facility) or, for Eurodollar rate loans with an interest period in excess of three months, at the earlier of (a) each three months from the commencement of such Eurodollar rate loan or (b) the end of the interest period. As of September 30, 2013 interest charges with respect to loans are computed on the actual principal amount of loans outstanding during the month at a rate per annum equal to (A) with respect to domestic rate loans, the sum of (i) a rate per annum equal to the higher of (1) the base commercial lending rate of PNC, (2) the federal funds open rate plus .5% and (3) the daily LIBOR plus 1%, plus (ii) .5% and (B) with respect to Eurodollar rate loans, the sum of the Eurodollar rate plus 2.25%. | |||||
Hudson granted to PNC, for itself, and as agent for such other lenders as may thereafter become a lender under the PNC Facility, a security interest in Hudson’s receivables, intellectual property, general intangibles, inventory and certain other assets. | |||||
The PNC Facility contains certain financial and non-financial covenants relating to Hudson, including limitations on Hudson’s ability to pay dividends on common stock or preferred stock, and also includes certain events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other obligations, events of bankruptcy and insolvency, certain ERISA events, judgments in excess of specified amounts, impairments to guarantees and a change of control. | |||||
The PNC Facility contains a financial covenant to maintain at all times a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00, tested quarterly on a rolling twelve month basis. Fixed Charge Coverage Ratio is defined in the PNC Facility, with respect to any fiscal period, as the ratio of (a) EBITDA of Hudson for such period, minus unfinanced capital expenditures (as defined in the PNC Facility) made by Hudson during such period, minus the aggregate amount of cash taxes paid by Hudson during such period, minus the aggregate amount of dividends and distribution made by Hudson during such period, minus the aggregate amount of payments made with cash by Hudson to satisfy soil sampling and reclamation related to environmental cleanup at the Company’s former Hillburn, NY facility during such period (to the extent not already included in the calculation of EBITDA as determined by the Agent) to (b) the aggregate amount of all principal payments due and/or made, except principal payments related to outstanding revolving advances with regard to all funded debt (as defined in the PNC Facility) of Hudson during such period, plus the aggregate interest expense of Hudson during such period. EBITDA as defined in the PNC Facility shall mean for any period the sum of (i) earnings before interest and taxes for such period plus (ii) depreciation expenses for such period, plus (iii) amortization expenses for such period, plus (iv) non-cash charges. | |||||
On October 25, 2013, HTC entered into the Second Amendment to the PNC Facility, (the “Second PNC Amendment”) which among other things, waived HTC’s requirement to comply with the minimum fixed charge coverage ratio covenant of 1.10 to 1.00 for the fiscal quarter ended September 30, 2013, required under the PNC Facility. The covenant waiver was required primarily because of the adverse impact on our results of operations from the significant reduction in the selling price of HCFC-22 following the EPA’s final ruling allowing for the production or importation of 63 million and 51 million pounds of HCFC-22 in 2013 and 2014, respectively. | |||||
The amendment suspended the minimum fixed charge ratio covenant until the quarterly period ending March 31, 2015 and set the minimum EBITDA for the quarters ended December 31, 2013 through December 31, 2014, as follows: | |||||
Period | Amount | ||||
3 month period ending December 31, 2013 | $ | -2,154,000 | |||
3 month period ending March 31, 2014 | $ | 494,000 | |||
6 month period ending June 30, 2014 | $ | 2,035,000 | |||
9 month period ending September 30, 2014 | $ | 3,012,000 | |||
12 month period ending December 31, 2014 | $ | 1,879,000 | |||
EBITDA, which represents a non-GAAP measurement of certain financial results, does not represent and should not be considered as an alternative to net income or cash provided by operating activities as determined by GAAP. We make no representation or assertion that EBITDA is indicative of our cash provided by operating activities or results of operations. | |||||
After giving effect to the Second PNC Amendment, the Company was in compliance with all covenants required under the PNC Facility as of September 30, 2013. The Company’s ability to comply with these covenants in future quarters may be affected by events beyond the Company’s control, including general economic conditions and refrigerant pricing. In the foreseeable future, the Company believes that it is reasonably likely that the Company will continue to be in compliance with all covenants in the PNC Facility, as amended. | |||||
The amendment redefines the “Revolving Interest Rate” as well as the “Term Loan Rate” as previously defined in the agreement as follows: | |||||
“Revolving Interest Rate” shall mean an interest rate per annum equal to (a) the sum of the Alternate Base Rate plus one percent (1.00%) with respect to Domestic Rate Loans and (b) the sum of the Eurodollar Rate plus two and three quarters of one percent (2.75%) with respect to the Eurodollar Rate Loans. | |||||
“Term Loan Rate” shall mean an interest rate per annum equal to (a) the sum of the Alternate Base Rate plus one percent (1.00%) with respect to the Domestic Rate Loans and (b) the sum of the Eurodollar Rate plus two and three quarters of one percent (2.75%) with respect to Eurodollar Rate Loans. | |||||
The commitments under the PNC Facility will expire and the full outstanding principal amount of the loans, together with accrued and unpaid interest, are due and payable in full on June 22, 2015, unless the commitments are terminated and the outstanding principal amount of the loans are accelerated sooner following an event of default. | |||||
Investment_In_Affiliates
Investment In Affiliates | 9 Months Ended |
Sep. 30, 2013 | |
Investment In Joint Ventures [Abstract] | ' |
Investment In Affiliates | ' |
Note 4 - Investment In Affiliates | |
In July 2011, the Company entered into a joint venture agreement with Safety Hi-Tech S.r.l (“SHT”) and with the principals of Banini-Binotti Associates (“BB”). The joint venture created a new entity known as Hudson Technologies Europe, S.r.l. (“HTE”). The Company and SHT each own 40% of HTE with BB owning the remaining 20%. HTE’s purpose is to develop a business that provides for refrigerant reclamation, RefrigerantSide® services and energy optimization services throughout most of Europe, the Middle East and North Africa. As of September 30, 2013, the joint venture has begun limited operations. The Company intends to, over time, have each of its offerings that are available in the US made available in each of these geographies through the operations of HTE. As of September 30, 2013, the Company has an investment of $535,000 in HTE and once the results of operations are deemed material, the Company’s share of the joint venture will be recorded under the equity method. | |
In August 2012, the Company entered into a joint venture agreement with SHT. The joint venture created a new entity known as Safety Hi-Tech USA, LLC (“USA”). The Company and SHT each own 50% of USA. USA’s purpose is to develop a business that provides fire suppression and suppressants throughout North America and Mexico. As of September 30, 2013, the Company has made an investment of $650,000. As of September 30, 2013, the joint venture has begun limited operations. | |
Summary_of_significant_account1
Summary of significant accounting policies (Policies) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Business | ' | |||||||||||||
Business | ||||||||||||||
Hudson Technologies, Inc., incorporated under the laws of New York on January 11, 1991, is a refrigerant services company providing innovative solutions to recurring problems within the refrigeration industry. The Company's products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems, including (i) refrigerant sales, (ii) refrigerant management services consisting primarily of reclamation of refrigerants and (iii) RefrigerantSide® Services performed at a customer's site, consisting of system decontamination to remove moisture, oils and other contaminants. In addition, RefrigerantSide® Services include predictive and diagnostic services for industrial and commercial refrigeration applications, which are designed to predict potential catastrophic problems and identify inefficiencies in an operating system. The Company’s Chiller Chemistry®, Chill Smart®, Fluid Chemistry®, and Performance Optimization are predictive and diagnostic service offerings. As a component of the Company’s products and services, the Company also participates in the generation of carbon offset projects. The Company operates principally through its wholly-owned subsidiary, Hudson Technologies Company. Unless the context requires otherwise, references to the “Company”, “Hudson”, “we”, “us”, “our”, or similar pronouns refer to Hudson Technologies, Inc. and its subsidiaries. | ||||||||||||||
In preparing the accompanying consolidated financial statements, and in accordance with ASC855-10 “Subsequent Events”, the Company’s management has evaluated subsequent events through the date that the financial statements were filed. | ||||||||||||||
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial information included in the quarterly report should be read in conjunction with the Company’s audited financial statements and related notes thereto for the year ended December 31, 2012. Operating results for the nine month period ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. | ||||||||||||||
In the opinion of management, all estimates and adjustments considered necessary for a fair presentation have been included and all such adjustments were normal and recurring. | ||||||||||||||
Consolidation | ' | |||||||||||||
Consolidation | ||||||||||||||
The consolidated financial statements represent all companies of which Hudson directly or indirectly has majority ownership or otherwise controls. Significant intercompany accounts and transactions have been eliminated. The Company's consolidated financial statements include the accounts of wholly-owned subsidiaries Hudson Holdings, Inc. and Hudson Technologies Company. | ||||||||||||||
Fair value of financial instruments | ' | |||||||||||||
Fair value of financial instruments | ||||||||||||||
The carrying values of financial instruments including trade accounts receivable and accounts payable approximate fair value at September 30, 2013 and December 31, 2012, because of the relatively short maturity of these instruments. The carrying value of short and long-term debt approximates fair value, based upon quoted market rates of similar debt issues, as of September 30, 2013 and December 31, 2012. | ||||||||||||||
Credit risk | ' | |||||||||||||
Credit risk | ||||||||||||||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of temporary cash investments and trade accounts receivable. The Company maintains its temporary cash investments in highly-rated financial institutions and, at times, the balances exceed FDIC insurance coverage. The Company's trade accounts receivables are primarily due from companies throughout the United States. The Company reviews each customer's credit history before extending credit. | ||||||||||||||
The Company establishes an allowance for doubtful accounts based on factors associated with the credit risk of specific accounts, historical trends, and other information. The carrying value of the Company’s accounts receivable is reduced by the established allowance for doubtful accounts. The allowance for doubtful accounts includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve for the remaining accounts receivable balances. The Company adjusts its reserves based on factors that affect the collectability of the accounts receivable balances. | ||||||||||||||
For the nine month period ended September 30, 2013, two customers each accounted for 10% or more of the Company’s revenues and in the aggregate these two customers accounted for 25% of the Company’s revenues. At September 30, 2013, there were $622,000 in outstanding receivables from these customers. For the nine month period ended September 30, 2012, three customers each accounted for 10% or more of the Company’s revenues and in the aggregate these three customers accounted for 40% of the Company’s revenues. At September 30, 2012, there were $3,300,000 in outstanding receivables from these customers. | ||||||||||||||
The loss of a principal customer or a decline in the economic prospects of and/or a reduction in purchases of the Company's products or services by any such customer could have a material adverse effect on the Company's operating results and financial position. | ||||||||||||||
Cash and cash equivalents | ' | |||||||||||||
Cash and cash equivalents | ||||||||||||||
Temporary investments with original maturities of ninety days or less are included in cash and cash equivalents. | ||||||||||||||
Inventories | ' | |||||||||||||
Inventories | ||||||||||||||
Inventories, consisting primarily of refrigerant products available for sale, are stated at the lower of cost, on a first-in first-out basis, or market. Where the market price of inventory is less than the related cost, the Company may be required to write down its inventory through a lower of cost or market adjustment, the impact of which is reflected in cost of sales on the Consolidated Statements of Operations. Any such adjustment is based on management’s judgment regarding future demand and market conditions and analysis of historical experience. For the three and nine months ended September 30, 2013, the Company recognized a lower of cost or market adjustment to inventory in the amount of $14,700,000. | ||||||||||||||
Property, plant, and equipment | ' | |||||||||||||
Property, plant, and equipment | ||||||||||||||
Property, plant, and equipment are stated at cost, including internally manufactured equipment. The cost to complete equipment that is under construction is not considered to be material to the Company's financial position. Provision for depreciation is recorded (for financial reporting purposes) using the straight-line method over the useful lives of the respective assets. Leasehold improvements are amortized on a straight-line basis over the shorter of economic life or the terms of the respective leases. Costs of maintenance and repairs are charged to expense when incurred. | ||||||||||||||
Due to the specialized nature of the Company's business, it is possible that the Company's estimates of equipment useful life periods may change in the future. | ||||||||||||||
Revenues and cost of sales | ' | |||||||||||||
Revenues and cost of sales | ||||||||||||||
Revenues are recorded upon completion of service or product shipment and passage of title to customers in accordance with contractual terms. The Company evaluates each sale to ensure collectability. In addition, each sale is based on an arrangement with the customer and the sales price to the buyer is fixed. License fees are recognized over the period of the license based on the respective performance measurements associated with the license. Royalty revenues are recognized when earned. Cost of sales is recorded based on the cost of products shipped or services performed and related direct operating costs of the Company's facilities. To the extent that the Company charges its customers shipping fees, such amounts are included as a component of revenue and the corresponding costs are included as a component of cost of sales. | ||||||||||||||
The Company's revenues are derived from refrigerant and reclamation sales and RefrigerantSide® Services, including license and royalty revenues. The revenues for each of these lines are as follows: | ||||||||||||||
Nine Month Period Ended September 30, | 2013 | 2012 | ||||||||||||
(in thousands, unaudited) | ||||||||||||||
Refrigerant and reclamation sales | $ | 50,564 | $ | 48,639 | ||||||||||
RefrigerantSide® services | 3,252 | 2,939 | ||||||||||||
Total | $ | 53,816 | $ | 51,578 | ||||||||||
Income taxes | ' | |||||||||||||
Income taxes | ||||||||||||||
The Company utilizes the asset and liability method for recording deferred income taxes, which provides for the establishment of deferred tax asset or liability accounts based on the difference between tax and financial reporting bases of certain assets and liabilities. The tax benefit associated with the Company's net operating loss carry forwards (“NOLs”) is recognized to the extent that the Company is expected to recognize future taxable income. The Company assesses the recoverability of its deferred tax assets based on its expectation that it will recognize future taxable income, and adjusts its valuation allowance accordingly. As of September 30, 2013 and December 31, 2012, the deferred tax asset was $5,175,000 and $4,122,000, respectively. | ||||||||||||||
Certain states either do not allow or limit NOLs and as such the Company will be liable for certain state taxes. To the extent that the Company utilizes its NOLs, it will not pay tax on such income but may be subject to the federal alternative minimum tax. In addition, to the extent that the Company’s net income, if any, exceeds the annual NOL limitation it will pay income taxes based on existing statutory rates. Moreover, as a result of a “change in control”, as defined by the Internal Revenue Service, the Company’s ability to utilize its existing NOLs is subject to certain annual limitations. Approximately $10,600,000 of the Company’s $13,000,000 of NOLs are subject to annual limitations of $1,300,000. | ||||||||||||||
The Company has a current income tax receivable of $ 3,300,000 at September 30, 2013, which is included in prepaid expenses and other current assets on the balance sheet. This receivable is primarily related to the pre-tax loss for the nine months ended September 30, 2013 and to a lesser extent to a tax refund on the 2012 federal income tax return. | ||||||||||||||
As a result of an Internal Revenue Service audit, the 2006 and prior federal tax years have been closed. The Company operates in many states throughout the United States and, as of September 30, 2013, the various states’ statutes of limitations remain open for tax years subsequent to 2008. The Company recognizes interest and penalties, if any, relating to income taxes as a component of the provision for income taxes. | ||||||||||||||
The IRS recently initiated an examination of the Company’s federal income tax return for the fiscal year 2011. The Company does not expect the results of this examination to have a material effect on the Company’s financial statements. | ||||||||||||||
The Company evaluates uncertain tax positions, if any, by determining if it is more likely than not to be sustained upon examination by the taxing authorities. As of September 30, 2013 and December 31, 2012, the Company had no uncertain tax positions. | ||||||||||||||
Income (loss) per common and equivalent shares | ' | |||||||||||||
Income (loss) per common and equivalent shares | ||||||||||||||
If dilutive, common equivalent shares (common shares assuming exercise of options and warrants) utilizing the treasury stock method are considered in the presentation of diluted earnings per share. The reconciliation of shares used to determine net income (loss) per share is as follows (dollars in thousands, unaudited): | ||||||||||||||
Three Month Period | Nine Month Period | |||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net income (loss) | $ | -9,115 | $ | 2,194 | $ | -4,312 | $ | 9,837 | ||||||
Weighted average number of shares – basic | 25,070,386 | 23,928,081 | 24,751,674 | 23,834,685 | ||||||||||
Weighted average number of shares underlying warrants | 0 | 398,492 | 0 | 297,826 | ||||||||||
Weighted average number of shares underlying options | 0 | 2,240,101 | 0 | 2,108,762 | ||||||||||
Weighted average number of shares outstanding – diluted | 25,070,386 | 26,566,674 | 24,751,674 | 26,241,273 | ||||||||||
During the three and nine month periods ended September 30, 2013 and 2012, certain options and warrants aggregating 3,746,807 and no shares, respectively, have been excluded from the calculation of diluted shares, due to the fact that their effect would be anti-dilutive. | ||||||||||||||
Estimates and risks | ' | |||||||||||||
Estimates and risks | ||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect reported amounts of certain assets and liabilities, the disclosure of contingent assets and liabilities, and the results of operations during the reporting period. Actual results could differ from these estimates. | ||||||||||||||
The Company utilizes both internal and external sources to evaluate potential current and future liabilities for various commitments and contingencies. In the event that the assumptions or conditions change in the future, the estimates could differ from the original estimates. | ||||||||||||||
Several of the Company's accounting policies involve significant judgments, uncertainties and estimations. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. To the extent that actual results differ from management's judgments and estimates, there could be a material adverse effect on the Company. On a continuous basis, the Company evaluates its estimates, including, but not limited to, those estimates related to its allowance for doubtful accounts, inventory reserves, and valuation allowance for the deferred tax assets relating to its NOLs and commitments and contingencies. With respect to accounts receivable, the Company estimates the necessary allowance for doubtful accounts based on both historical and anticipated trends of payment history and the ability of the customer to fulfill its obligations. For inventory, the Company evaluates both current and anticipated sales prices of its products to determine if a write down of inventory to net realizable value is necessary. In determining the Company’s valuation allowance for its deferred tax assets, the Company assesses its ability to generate taxable income in the future. | ||||||||||||||
The Company participates in an industry that is highly regulated, changes in which could affect operating results. Currently the Company purchases virgin, hydrochlorofluorocarbon (“HCFC”) and hydrofluorocarbon (“HFC”) refrigerants and reclaimable, primarily HCFC and chlorofluorocarbon (“CFC”), refrigerants from suppliers and its customers. Effective January 1, 1996, the Clean Air Act (the “Act”) prohibited the production of virgin CFC refrigerants and limited the production of virgin HCFC refrigerants. Effective January 2004, the Act further limited the production of virgin HCFC refrigerants and federal regulations were enacted which established production and consumption allowances for HCFC refrigerants and which imposed limitations on the importation of certain virgin HCFC refrigerants. Under the Act, production of certain virgin HCFC refrigerants is scheduled to be phased out during the period 2010 through 2020, and production of all virgin HCFC refrigerants is scheduled to be phased out by 2030. Additionally, effective January 1, 2010, the Act further limited the production of virgin HCFC refrigerants, and additional federal regulations have been enacted which imposed further limitation and a phase down on the use, production and importation of virgin HCFC refrigerants for the years 2010 through 2014. As a result of litigation, the federal regulations implementing the January 2010 phase down schedule were vacated, and in March 2013, the Environmental Protection Agency (“EPA”) published a final rule providing for further reduction in the production of HCFC refrigerants when compared to the reductions established in the January 1, 2010 published rule. The final rule allows for the production or importation of 63 million and 51 million pounds of HCFC-22 in 2013 and 2014, respectively. The EPA has not yet issued a proposed or final rule establishing the total pounds of HCFC-22 that can be produced or imported during the years 2015 through 2019. | ||||||||||||||
To the extent that the Company is unable to source sufficient quantities of refrigerants or is unable to obtain refrigerants on commercially reasonable terms or experiences a decline in demand and/or price for refrigerants sold by it, the Company could realize reductions in revenue from refrigerant sales, which could have a material adverse effect on the Company’s operating results and financial position. | ||||||||||||||
The Company is subject to various legal proceedings. The Company assesses the merit and potential liability associated with each of these proceedings. In addition, the Company estimates potential liability, if any, related to these matters. To the extent that these estimates are not accurate, or circumstances change in the future, the Company could realize liabilities, which could have a material adverse effect on operating results and its financial position. | ||||||||||||||
Impairment of long-lived assets | ' | |||||||||||||
Impairment of long-lived assets | ||||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the cost to sell. | ||||||||||||||
Recent accounting pronouncements | ' | |||||||||||||
Recent accounting pronouncements | ||||||||||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2013-2 (“ASU 2013-2”), “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (Topic 220).” ASU 2013-2 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. ASU 2013-2 became effective for fiscal years beginning after December 31, 2012. The adoption of this update did not have a material impact on the Company’s consolidated financial statements. | ||||||||||||||
In March 2013, the FASB issued ASU No. 2013-05, which amends the guidance in ASC 830, “Foreign Currency Matters”. ASU No. 2013-05 addresses the accounting for the cumulative translation adjustment (“CTA”) when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. This amended guidance is to be applied prospectively and is effective for the Company beginning on January 1, 2014. The implementation of the amended accounting guidance is not expected to have a material impact on our consolidated financial position or results of operations. | ||||||||||||||
Summary_of_significant_account2
Summary of significant accounting policies (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Company's revenues | ' | |||||||||||||
The revenues for each of these lines are as follows: | ||||||||||||||
Nine Month Period Ended September 30, | 2013 | 2012 | ||||||||||||
(in thousands, unaudited) | ||||||||||||||
Refrigerant and reclamation sales | $ | 50,564 | $ | 48,639 | ||||||||||
RefrigerantSide® services | 3,252 | 2,939 | ||||||||||||
Total | $ | 53,816 | $ | 51,578 | ||||||||||
Reconciliation of shares used to determine net income per share | ' | |||||||||||||
The reconciliation of shares used to determine net income (loss) per share is as follows (dollars in thousands, unaudited): | ||||||||||||||
Three Month Period | Nine Month Period | |||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net income (loss) | $ | -9,115 | $ | 2,194 | $ | -4,312 | $ | 9,837 | ||||||
Weighted average number of shares – basic | 25,070,386 | 23,928,081 | 24,751,674 | 23,834,685 | ||||||||||
Weighted average number of shares underlying warrants | 0 | 398,492 | 0 | 297,826 | ||||||||||
Weighted average number of shares underlying options | 0 | 2,240,101 | 0 | 2,108,762 | ||||||||||
Weighted average number of shares outstanding – diluted | 25,070,386 | 26,566,674 | 24,751,674 | 26,241,273 | ||||||||||
Sharebased_compensation_Tables
Share-based compensation (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Share-Based Compensation [Abstract] | ' | ||||||||
Weighted-average assumptions used in determining fair value of share based awards | ' | ||||||||
The Company determines the fair value of share based awards at the grant date by using the Black-Scholes option-pricing model, and is incorporating the simplified method to compute expected lives of share based awards with the following weighted-average assumptions: | |||||||||
Nine Month Period Ended | |||||||||
September 30, | 2013 | 2012 | |||||||
Assumptions | |||||||||
Dividend yield | 0 | % | 0 | % | |||||
Risk free interest rate | .85%- 1.64 | % | 0.65 | % | |||||
Expected volatility | 62%-76 | % | 73 | % | |||||
Expected lives | 5 years | 5 years | |||||||
Summary of status of company's stock option plan | ' | ||||||||
A summary of the activity for the Company's plans for the indicated periods is presented below: | |||||||||
Weighted | |||||||||
Average | |||||||||
Stock Option Plan Totals | Shares | Exercise Price | |||||||
Outstanding at December 31, 2011 | 3,435,443 | $ | 1.22 | ||||||
• Cancelled | -8,313 | $ | 1.1 | ||||||
• Exercised | -109,038 | $ | 1.42 | ||||||
• Granted | 30,843 | $ | 3.27 | ||||||
Outstanding at December 31, 2012 | 3,348,935 | $ | 1.23 | ||||||
• Cancelled | -8,617 | $ | 1.1 | ||||||
• Exercised | -945,761 | $ | 1.2 | ||||||
• Granted | 110,000 | $ | 3.01 | ||||||
Outstanding at September 30, 2013 | 2,504,557 | $ | 1.33 | ||||||
Weighted average contractual life and exercise price | ' | ||||||||
The following is the weighted average contractual life in years and the weighted average exercise price at September 30, 2013 of: | |||||||||
Weighted Average | |||||||||
Number of | Remaining | Weighted Average | |||||||
Options | Contractual Life | Exercise Price | |||||||
Options outstanding | 2,504,557 | 4.70 years | $ | 1.33 | |||||
Options vested | 2,407,057 | 4.75 years | $ | 1.27 | |||||
Intrinsic value | ' | ||||||||
The following is the intrinsic value at September 30, 2013 of: | |||||||||
Options outstanding | $ | 1,931,430 | |||||||
Options vested in 2013 | $ | 53,125 | |||||||
Options exercised in 2013 | $ | 2,816,000 | |||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Schedule of Minimum EBIDTA | ' | ||||
The amendment suspended the minimum fixed charge ratio covenant until the quarterly period ending March 31, 2015 and set the minimum EBITDA for the quarters ended December 31, 2013 through December 31, 2014, as follows: | |||||
Period | Amount | ||||
3 month period ending December 31, 2013 | $ | -2,154,000 | |||
3 month period ending March 31, 2014 | $ | 494,000 | |||
6 month period ending June 30, 2014 | $ | 2,035,000 | |||
9 month period ending September 30, 2014 | $ | 3,012,000 | |||
12 month period ending December 31, 2014 | $ | 1,879,000 | |||
Summary_of_significant_account3
Summary of significant accounting policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Customer | Customer | Subsequent Event | Subsequent Event | |
USD ($) | USD ($) | GBP (£) | GBP (£) | ||||||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Entity Incorporation Date Of Incorporation | ' | ' | 11-Jan-91 | ' | ' | ' | ' | ' | ' |
Number of customer accounted for approximately 10% or more of total revenues | ' | ' | 2 | 3 | ' | ' | ' | ' | ' |
Aggregate percentage of revenue the from customers accounted for more then 10% | ' | ' | 25.00% | 40.00% | ' | ' | ' | ' | ' |
Deferred tax asset | $4,941,000 | ' | $4,941,000 | ' | $3,888,000 | ' | ' | ' | ' |
Operating loss carryforwards, limitations on use | ' | ' | 'Approximately $10,600,000 of the Companys $13,000,000 of NOLs are subject to annual limitations of $1,300,000. | ' | ' | ' | ' | ' | ' |
Options and warrants excluded from the calculation of diluted shares | 3,746,807 | 0 | 3,746,807 | 0 | ' | ' | ' | ' | ' |
Production and importation permission from government agency, amount | ' | ' | ' | ' | ' | ' | ' | 51,000,000 | 63,000,000 |
Accounts receivable, net | ' | ' | ' | ' | ' | 622,000 | 3,300,000 | ' | ' |
Lower of cost or market adjustment | 14,700,000 | 0 | 14,700,000 | 0 | ' | ' | ' | ' | ' |
Income Taxes Receivable, Current | $3,300,000 | ' | $3,300,000 | ' | ' | ' | ' | ' | ' |
Companys_Revenues_Detail
Company's Revenues (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' |
Refrigerant and reclamation sales | ' | ' | $50,564 | $48,639 |
RefrigerantSideB. services | ' | ' | 3,252 | 2,939 |
Total | $15,171 | $14,473 | $53,816 | $51,578 |
Reconciliation_of_Shares_Used_
Reconciliation of Shares Used to Determine Net Income per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share Disclosure [Line Items] | ' | ' | ' | ' |
Net income (loss) | ($9,115) | $2,194 | ($4,312) | $9,837 |
Weighted average number of shares - basic | 25,070,386 | 23,928,081 | 24,751,674 | 23,834,685 |
Weighted average number of shares outstanding - diluted | 25,070,386 | 26,566,674 | 24,751,674 | 26,241,273 |
Warrants | ' | ' | ' | ' |
Earnings Per Share Disclosure [Line Items] | ' | ' | ' | ' |
Weighted average number of shares underlying | 0 | 398,492 | 0 | 297,826 |
Options | ' | ' | ' | ' |
Earnings Per Share Disclosure [Line Items] | ' | ' | ' | ' |
Weighted average number of shares underlying | 0 | 2,240,101 | 0 | 2,108,762 |
Sharebased_compensation_Additi
Share-based compensation - Additional Information (Detail) (USD $) | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | ||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 10, 2004 | Sep. 10, 2004 | Sep. 30, 2013 | Aug. 27, 2008 | Aug. 27, 2008 | Sep. 30, 2013 | Sep. 10, 2004 | Aug. 19, 1999 | Oct. 31, 1994 | |
Maximum | Minimum | Stock Option Plan | Stock Option Plan | Stock Option Plan | 2004 and 2008 Stock Incentive Plan | 2004 and 2008 Stock Incentive Plan | Stock Incentive Plan 2004 | Stock Incentive Plan 2004 | Stock Incentive Plan 2004 | 2008 Stock Incentive Plan | 2008 Stock Incentive Plan | 2008 Stock Incentive Plan | 2004 Stock Incentive Plan | 1997 Employee Stock Option Plan | 1994 Employee Stock Option Plan | ||||
Maximum | Minimum | Maximum | Maximum | Maximum | Maximum | ||||||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation expense | $53,000 | $60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock option to purchase stock | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock reserved for issuance | 2,535,087 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | 2,500,000 | 2,000,000 | 725,000 |
Share-based compensation arrangement by share based payment award options granted contractual term | ' | ' | ' | '10 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option awards vesting period | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted | ' | ' | ' | ' | ' | 110,000 | 30,843 | 30,843 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to bon-vested | 130,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Plan expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27-Aug-08 | ' | ' | 10-Sep-14 | 11-Jun-07 | 1-Nov-04 |
Options grant, expiration period, years, maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '10 years | ' | '5 years | '10 years | ' | ' | ' | ' |
Intrinsic value of options exercised | ' | ' | $267,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment award percentage of fair market Person holding more then 10% voting stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110.00% | ' | ' | 110.00% | ' | ' | ' |
Share based compensation arrangement by share based payment award options grants in period gross | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted_Average_Assumptions_U
Weighted Average Assumptions Used in Determining Fair Value of Share Based Awards at Grant Date by Using Black-Scholes Option Pricing Model (Detail) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Dividend yield | 0.00% | 0.00% |
Risk free interest rate | ' | 0.65% |
Risk free interest rate, minimum | 0.85% | ' |
Risk free interest rate, maximum | 1.64% | ' |
Expected volatility | ' | 73.00% |
Expected volatility, minimum | 62.00% | ' |
Expected volatility, maximum | 76.00% | ' |
Expected lives | '5 years | '5 years |
Summary_of_Status_of_Companys_
Summary of Status of Company's Stock Option Plan (Detail) (Stock Option Plan, USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Stock Option Plan | ' | ' | ' |
Shares | ' | ' | ' |
Outstanding at beginning of period | 3,348,935 | 3,435,443 | 3,435,443 |
Cancelled | -8,617 | ' | -8,313 |
Exercised | -945,761 | ' | -109,038 |
Granted | 110,000 | 30,843 | 30,843 |
Outstanding at end of period | 2,504,557 | ' | 3,348,935 |
Weighted Average Exercise Price | ' | ' | ' |
Outstanding at beginning of period | $1.23 | $1.22 | $1.22 |
Cancelled | $1.10 | ' | $1.10 |
Exercised | $1.20 | ' | $1.42 |
Granted | $3.01 | ' | $3.27 |
Outstanding at end of period | $1.33 | ' | $1.23 |
Weighted_Average_Contractual_L
Weighted Average Contractual Life and Exercise Price (Detail) (Stock Option Plan, USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Stock Option Plan | ' |
Number of Options | ' |
Options outstanding | 2,504,557 |
Options vested | 2,407,057 |
Weighted Average Remaining Contractual Life | ' |
Options outstanding | '4 years 8 months 12 days |
Options vested | '4 years 9 months |
Weighted Average Exercise Price | ' |
Options outstanding | $1.33 |
Options vested | $1.27 |
Intrinsic_Value_Detail
Intrinsic Value (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Performance Options [Line Items] | ' |
Options outstanding | $1,931,430 |
Options vested in 2013 | 53,125 |
Options exercised in 2013 | $2,816,000 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | Feb. 15, 2013 | Jun. 22, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 15, 2013 | Jun. 22, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 15, 2013 | Jun. 22, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
USD ($) | USD ($) | USD ($) | Subsequent Event | Subsequent Event | Minimum | Maximum | Domestic Rate Loans | Domestic Rate Loans | Domestic Rate Loans | Eurodollar Rates | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | |
GBP (£) | GBP (£) | Federal Funds Base Rate | Libor Rate | USD ($) | USD ($) | Base Rate | Eurodollar | USD ($) | USD ($) | Base Rate | Eurodollar | ||||||||||
Debt Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing under PNC facility | ' | $40,000,000 | $27,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,000,000 | $4,000,000 | ' | ' | ' | $36,000,000 | $23,000,000 | ' | ' |
Fees and expenses relating to creation of PNC facility | ' | ' | 183,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings outstanding under PNC facility | 21,788,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available borrowing under PNC facility | 4,932,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
PNC Facility effective rate of interest | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate description under PNC facility | 'As of September 30, 2013 interest charges with respect to loans are computed on the actual principal amount of loans outstanding during the month at a rate per annum equal to (A) with respect to domestic rate loans, the sum of (i) a rate per annum equal to the higher of (1) the base commercial lending rate of PNC, (2) the federal funds open rate plus .5% and (3) the daily LIBOR plus 1%, plus (ii) .5% and (B) with respect to Eurodollar rate loans, the sum of the Eurodollar rate plus 2.25%. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Term Loan Rate shall mean an interest rate per annum equal to (a) the sum of the Alternate Base Rate plus one percent (1.00%) with respect to the Domestic Rate Loans and (b) the sum of the Eurodollar Rate plus two and three quarters of one percent (2.75%) with respect to Eurodollar Rate Loans. | ' | ' | ' | ' | 'Revolving Interest Rate shall mean an interest rate per annum equal to (a) the sum of the Alternate Base Rate plus one percent (1.00%) with respect to Domestic Rate Loans and (b) the sum of the Eurodollar Rate plus two and three quarters of one percent (2.75%) with respect to the Eurodollar Rate Loans. | ' | ' | ' | ' |
PNC facility spread rate for calculation of interest | ' | ' | ' | ' | ' | ' | ' | 0.50% | 0.50% | 1.00% | 2.25% | ' | ' | ' | 1.00% | 2.75% | ' | ' | ' | 1.00% | 2.75% |
Production and importation permission from government agency, amount | ' | ' | ' | £ 51,000,000 | £ 63,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio | ' | ' | ' | ' | ' | 1 | 1.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, description of variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Base Rate plus one percent | 'Eurodollar Rate plus two and three quarters of one percent | ' | ' | ' | 'Base Rate plus one percent | 'Eurodollar Rate plus two and three quarters of one percent |
Schedule_of_Minimum_EBIDTA_Det
Schedule of Minimum EBIDTA (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
3 month period ending December 31, 2013 | ' |
Minimum EBIDTA [Line Items] | ' |
Income (Loss) from continuing operations before income taxes, extraordinary items, noncontrolling interest, total | ($2,154,000) |
3 month period ending March 31, 2014 | ' |
Minimum EBIDTA [Line Items] | ' |
Income (Loss) from continuing operations before income taxes, extraordinary items, noncontrolling interest, total | 494,000 |
6 month period ending June 30, 2014 | ' |
Minimum EBIDTA [Line Items] | ' |
Income (Loss) from continuing operations before income taxes, extraordinary items, noncontrolling interest, total | 2,035,000 |
9 month period ending September 30, 2014 | ' |
Minimum EBIDTA [Line Items] | ' |
Income (Loss) from continuing operations before income taxes, extraordinary items, noncontrolling interest, total | 3,012,000 |
12 month period ending December 31, 2014 | ' |
Minimum EBIDTA [Line Items] | ' |
Income (Loss) from continuing operations before income taxes, extraordinary items, noncontrolling interest, total | $1,879,000 |
Investment_In_Affiliates_Addit
Investment In Affiliates - Additional Information (Detail) (USD $) | Sep. 30, 2013 |
Safety Hi-Tech S.r.l | ' |
Investment [Line Items] | ' |
Percentage of ownership in Joint Venture | 40.00% |
Equity method investments | $535,000 |
Banini-Binotti Associates | ' |
Investment [Line Items] | ' |
Percentage of ownership in Joint Venture | 20.00% |
Safety Hi-Tech USA LLC | ' |
Investment [Line Items] | ' |
Percentage of ownership in Joint Venture | 50.00% |
Equity method investments | $650,000 |