FORM
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From _________ to ________
Commission File Number 0-20979
_______________________________________________________________________________________________________
(Exact Name of Registrant as specified in its Charter)
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Florida |
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59-0712746 |
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(State or other jurisdiction of Incorporation or Organization) |
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(IRS Employer Identification No.) |
7100 Grade Lane
Louisville, Kentucky 40213
(Address of principal executive offices)
(502) 366-3452
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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(Check one): |
Large accelerated filer ☐ |
Accelerated filer ☐ |
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Non-accelerated filer ☐ |
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Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common, $0.0033 par value | IDSA | The Nasdaq Stock Market |
Indicate the number of shares issued and outstanding of each of the issuer’s classes of common stock, as of May 9, 2019:
| 1 |
INDUSTRIAL SERVICES OF AMERICA, INC. AND SUBSIDIARIES
| 2 |
INDUSTRIAL SERVICES OF AMERICA, INC. AND SUBSIDIARIES
ASSETS
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March 31, 2019 |
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December 31, 2018 |
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(Unaudited) |
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(in thousands) |
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Current assets |
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Cash and cash equivalents |
$ |
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$ |
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Income tax receivable |
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Accounts receivable – trade after allowance for doubtful accounts of $ |
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Receivables and other assets from related parties (Note 6) |
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Inventories (Note 2) |
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Prepaid expenses and other current assets |
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Total current assets |
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Net property and equipment |
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| Operating lease right-of-use assets (Note 4) | |||||||
| Operating lease right-of-use assets, related parties (Notes 4 and 6) | |||||||
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Other assets |
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Deferred income taxes |
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Other non-current assets |
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Total other assets |
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Total assets |
$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
| 3 |
INDUSTRIAL SERVICES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
CONTINUED
LIABILITIES AND SHAREHOLDERS' EQUITY
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March 31, 2019 |
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December 31, 2018 |
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(Unaudited) |
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(in thousands, except par value and share information) |
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Current liabilities |
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Current maturities of long-term debt (Note 3) |
$ |
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$ |
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Current maturities of long-term debt, related parties (Notes 3 and 6) |
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Current maturities of finance lease liabilities (Note 4) |
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| Current maturities of operating lease liabilities (Note 4) | |||||||
| Current maturities of operating lease liabilities, related parties (Notes 4 and 6) | |||||||
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Checks in excess of bank |
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Accounts payable |
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Payables and accrued expenses to related parties (Note 6) |
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Other current liabilities |
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Total current liabilities |
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Long-term liabilities |
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Long-term debt, net of current maturities |
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Long-term debt, net of current maturities, related parties (Notes 3 and 6) |
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Finance lease liabilities, net of current maturities (Note 4) |
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| Operating lease liabilities, net of current maturities (Notes 4 and 6) | |||||||
| Operating lease liabilities, net of current maturities, related parties (Note 4) | |||||||
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Total long-term liabilities |
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Shareholders' equity |
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Common stock, $ |
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Additional paid-in capital |
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Stock warrants outstanding |
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Retained losses |
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Treasury stock at cost, |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
| 4 |
INDUSTRIAL SERVICES OF AMERICA, INC. AND SUBSIDIARIES
THREE MONTHS ENDED MARCH 31, 2019 AND 2018
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
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For the three months ended |
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March 31, 2019 |
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March 31, 2018 |
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Revenue from product sales |
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Revenue from ferrous operations |
$ | $ | ||||||
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Revenue from non-ferrous operations |
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Revenue from auto parts operations and other revenue |
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Total revenue from product sales |
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Cost of sales for product sales |
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Gross profit |
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Selling, general and administrative expenses |
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(Loss) income before other income (expense) |
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Other income (expense) |
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Interest expense, including loan fee amortization |
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Gain on insurance proceeds |
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Total other income (expense), net |
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(Loss) income before income taxes |
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Income tax provision |
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Net (loss) income |
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$ |
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Basic (loss) earnings per share |
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$ |
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$ |
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Diluted (loss) earnings per share |
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$ |
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$ |
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Weighted average shares outstanding: |
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Basic |
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Diluted |
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See accompanying notes to condensed consolidated financial statements.
| 5 |
INDUSTRIAL SERVICES OF AMERICA, INC. AND SUBSIDIARIES
THREE MONTHS ENDED MARCH 31, 2019
(UNAUDITED)
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Common Stock |
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Stock Warrants |
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Retained Losses |
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Treasury Stock |
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Shares |
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Amount |
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Additional Paid-in Capital |
Shares |
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Cost |
Total Shareholders’ Equity |
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(in thousands, except share information) |
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Balance as of December 31, 2018 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Share-based compensation |
— |
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— |
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— |
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— |
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— |
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— |
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Net loss |
— |
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— |
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— |
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— |
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— |
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— |
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Balance as of March 31, 2019 |
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$ |
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$ |
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$ |
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$ |
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( |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
| 6 |
INDUSTRIAL SERVICES OF AMERICA, INC. AND SUBSIDIARIES
THREE MONTHS ENDED MARCH 31, 2019 AND 2018
(UNAUDITED)
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For the three months ended |
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March 31, 2019 |
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March 31, 2018 |
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(in thousands) |
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Cash flows from operating activities |
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Net (loss) income |
$ |
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$ |
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Adjustments to reconcile net (loss) income to net cash used in operating activities: |
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Depreciation and amortization |
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Share-based compensation expense |
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Gain from insurance proceeds |
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Amortization of loan fees included in interest expense |
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Change in assets and liabilities |
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Receivables |
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( |
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Receivables from related parties |
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Inventories |
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Income tax receivable/payable |
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Other assets |
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Accounts payable |
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Payables and accrued expenses to related parties |
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Other current liabilities |
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( |
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Net cash used in operating activities |
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Cash flows from investing activities |
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Proceeds from insurance claim, net |
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Purchases of property and equipment |
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( |
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Net cash used in investing activities |
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( |
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Cash flows from financing activities |
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Loan fees capitalized |
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Change in checks in excess of bank |
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Payments on related party debt |
( |
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( |
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Payments on finance lease obligations |
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| Payments on long-term debt | ( |
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Proceeds from revolving line of credit, net |
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Net cash from financing activities |
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Net change in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Cash paid for interest |
$ |
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$ |
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Cash paid for taxes |
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| Supplemental disclosure of noncash investing and financing activities: |
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Equipment additions financed by debt |
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See accompanying notes to condensed consolidated financial statements.
| 7 |
INDUSTRIAL SERVICES OF AMERICA, INC. AND SUBSIDIARIES
(Unaudited)
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL
Industrial Services of America, Inc. (herein “ISA,” the “Company,” or other similar terms) is a Louisville, Kentucky-based company that buys, processes and markets ferrous and non-ferrous metals and other recyclable commodities and buys used autos in order to sell used auto parts. The Company processes and sells ferrous and non-ferrous scrap metal to steel mini-mills, integrated steel makers, foundries, refineries and processors. The Company purchases ferrous and non-ferrous scrap metal primarily from industrial and commercial generators of steel, aluminum, copper, brass, stainless steel and other metals as well as from scrap dealers and retail customers who deliver these materials directly to ISA facilities. The Company processes scrap metal through sorting, cutting, baling, and shredding operations. The non-ferrous scrap recycling operations consist primarily of processing various grades of copper, aluminum, stainless steel and brass. The used automobile operation primarily purchases automobiles so that retail customers can locate and remove used parts for purchase.
The Company's core business is focused on the metal recycling industry. The Company is focused on returning the core recycling business to profitability. The Company intends to do this by increasing efficiencies and productivity. ISA will also evaluate other various options and remain alert for possible strategic partnerships, joint ventures and mergers/acquisitions. In September 2018, the Board formed a special committee to evaluate growth and strategic options.
On March 26, 2018, the Board appointed Todd L. Phillips as Chief Executive Officer. See Note 7 – Share-Based Compensation and Other Compensation Agreements. Mr. Phillips has been the Company's Chief Financial Officer since December 31, 2014 and President since September 30, 2016 and will continue to serve in these roles.
Liquidity
On June 4, 2018, the Company entered into an amendment to further increase the borrowing availability of its working capital line of credit with MidCap Business Credit LLC ("MidCap"). On November 9, 2018, the Company entered into a Loan and Security Agreement ("BofA Loan Agreement") with Bank of America, N.A. ("BofA"). In connection with entry into the BofA Loan Agreement, the Company repaid in full the remaining balance of the Company's working capital line of credit with MidCap. On March 1, 2019, the Company amended the BofA Loan Agreement, which extended the commitment termination date to September 30, 2022 and released certain reserves previously required by BofA under the BofA Loan agreement, among other things. Also on March 1, 2019, the Company made a $
The borrowings under the working capital line of credit are classified as short-term obligations under generally accepted accounting principles in the United States of America ("GAAP") as the agreement with the lender contains a subjective acceleration clause and requires the Company to maintain a lockbox arrangement with the lender. However, the contractual maturity date of the revolver is September 30, 2022.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The Accounting Standards Codification ("ASC") as produced by the Financial Accounting Standards Board ("FASB") is the sole source of authoritative GAAP. In the opinion of management of the Company, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position at March 31, 2019, and the results of operations and changes in cash flows for the quarters ended March 31, 2019 and 2018. Results of operations for the period ended March 31, 2019 are not necessarily indicative of the results that may be expected for the entire year. Additional information, including the audited December 31, 2018 consolidated financial statements and the Summary of Significant Accounting Policies, is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, on file with the Securities and Exchange Commission.
Estimates
In preparing the consolidated financial statements in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, management must make estimates and assumptions. These estimates and assumptions affect the amounts reported for assets, liabilities, revenues and expenses, as well as affecting the disclosures provided. Examples of estimates include the allowance for doubtful accounts, estimates of property tax assessments, estimates of accrued payables, estimates of deferred income tax assets and liabilities, estimates of inventory balances, and estimates of stock option and warrant values. The Company also uses estimates when assessing fair values of assets and liabilities acquired in business acquisitions as well as any fair value and any related impairment charges related to the carrying value of inventory and machinery and equipment and other long-lived assets. Despite the Company’s intention to establish accurate estimates and use reasonable assumptions, actual results may differ from these estimates.
| 8 |
Principles of Consolidation
The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. Upon consolidation, all inter-company accounts, transactions and profits have been eliminated.
Revenue Recognition
The Company's revenue is primarily generated from contracts with customers. The Company notes there have been no credit losses recorded on any receivables or contract assets arising from contracts with customers for the three-month periods ended March 31, 2019 and 2018. The Company elects to use the practical expedient as it relates to significant financing components as the Company expects, at the contract inception, that the period between when the Company transfers a promised good and when the customer pays for that good will be one year or less.
Ferrous and nonferrous revenue
Ferrous and non-ferrous contracts contain one performance obligation which consists of the shipment of a stated quantity of a stated product to be delivered within a stated time frame. Ferrous and non-ferrous revenue contracts are primarily short term contracts, typically completed within 30 days. Ferrous and non-ferrous transaction prices are stated in the contract with no variable considerations present. As ferrous and non-ferrous contracts contain one performance obligation, the total transaction price is allocated to the shipment of materials. When multiple loads are included in one contract, the stated price per gross ton is applied to the shipment weight in order to determine transaction price. Ferrous and non-ferrous revenue is recognized when the Company satisfies the shipment of materials per the contract. The shipment and delivery of material typically occurs on the same day. No contract assets or contract liabilities were recognized as of March 31, 2019 and 2018.
Revenue from auto parts operations and other revenue
Revenue from auto parts primarily consists of individual transactions by customers who enter the Company’s premises and purchase auto parts by cash or credit card. Related to these sales, a customer may be charged a core charge. The customer has
Fair Value
The Company carries certain of its financial assets and liabilities at fair value on a recurring basis. These financial assets and liabilities are composed of cash and cash equivalents. Long-term debt is carried at cost, and the fair value is disclosed herein. In addition, the Company measures certain assets, such as long-lived assets, at fair value on a non-recurring basis to evaluate those assets for potential impairment. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
In accordance with applicable accounting standards, the Company categorizes its financial assets and liabilities into the following fair value hierarchy:
Level 1 – Financial assets and liabilities with values based on unadjusted quoted prices for identical assets or liabilities in an active market. Examples of Level 1 financial instruments include active exchange-traded securities.
Level 2 – Financial assets and liabilities with values based on quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Examples of Level 2 financial instruments include various types of interest-rate and commodity-based derivative instruments, and various types of fixed-income investment securities. Pricing models are utilized to estimate fair value for certain financial assets and liabilities categorized in Level 2.
| 9 |
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL, Continued
Level 3 – Financial assets and liabilities with values based on prices or valuation techniques that require inputs that are both unobservable in the market and significant to the overall fair value measurement. These inputs reflect management’s judgment about the assumptions that a market participant would use in pricing the asset or liability, and are based on the best available information, some of which is internally developed.
When determining the fair value measurements for financial assets and liabilities carried at fair value on a recurring basis, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, ISA looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Company looks to market observable data for similar assets and liabilities. Nevertheless, certain assets and liabilities are not actively traded in observable markets, and the Company uses alternative valuation techniques to derive fair value measurements.
The Company uses the fair value methodology outlined in the related accounting standards to value the assets and liabilities for cash and debt. All of our cash is defined as Level 1 and all our debt is defined as Level 2.
In accordance with this guidance, the following table represents our fair value hierarchy for Level 1 and Level 2 financial instruments at March 31, 2019 and December 31, 2018, in thousands:
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Fair Value at Reporting Date Using |
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March 31, 2019: unaudited |
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Quoted Prices in Active Markets for Identical Assets |
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Significant Other Observable Inputs |
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Assets: |
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Level 1 |
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Level 2 |
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Total |
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Cash and cash equivalents |
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$ |
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$ |
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$ |
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Liabilities: |
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Long-term debt |
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$ |
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$ |
( |
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$ |
( |
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Long-term debt, related parties |
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( |
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( |
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Fair Value at Reporting Date Using |
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December 31, 2018: |
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Quoted Prices in Active Markets for Identical Assets |
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Significant Other Observable Inputs |
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Assets: |
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Level 1 |
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Level 2 |
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Total |
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Cash and cash equivalents |
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$ |
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$ |
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$ |
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Liabilities: |
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Long-term debt |
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$ |
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$ |
( |
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$ |
( |
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Long-term debt, related parties |
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( |
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( |
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The Company had no transfers in or out of Levels 1 or 2 fair value measurements, and no activity in Level 3 fair value measurements for the three month periods ended March 31, 2019 or 2018.
Common Stock and Share-based Compensation Arrangements
The Company has a Long Term Incentive Plan adopted in 2009 ("LTIP") under which it may grant equity awards for up to
| 10 |
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL, Continued
The Company uses the grant date stock price to value the Company's restricted stock units. The fair value of each restricted stock unit is estimated on the date of grant.
The Company uses the Modified Black-Scholes-Merton option-pricing model to value the Company's stock options for each employee stock option award. See Note 7 – Share-Based Compensation and Other Compensation Agreements. Using these option pricing models, the fair value of each stock option award is estimated on the date of grant.
There are two significant inputs into the stock option pricing models: expected volatility and expected term. The Company estimates expected volatility based on traded option volatility of the Company's stock over a term equal to the expected term of the option granted. The expected term of stock option awards granted is derived from historical exercise experience under the Company's stock option plans and represents the period of time that stock option awards granted are expected to be outstanding.
The expected term assumption incorporates the contractual term of an option grant, as well as the vesting period of an award. The risk-free interest rate is based on the implied yield on a U.S. Treasury constant maturity with a remaining term equal to the expected term of the option granted. The assumptions used in calculating the fair value of stock-based payment awards represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if factors change and different assumptions are used, stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate, and only recognize expense for those shares expected to vest. If the actual forfeiture rate is materially different from the estimate, the stock-based compensation expense could be significantly different from what was recorded in the current period.
Treasury shares or new shares are issued for exercised options. The Company does not expect to repurchase any additional shares within the following annual period to accommodate the exercise of outstanding stock options.
Under the LTIP, the Company may grant any of these types of awards: non-qualified and incentive stock options; stock appreciation rights; and other stock awards including stock units, restricted stock units, performance shares, performance units and restricted stock. The performance goals that the Company may use for such awards will be based on any one or more of the following performance measures: cash flow; earnings; earnings per share; market value added or economic value added; profits; return on assets; return on equity; return on investment; revenues; stock price; or total shareholder return.
The LTIP is administered by a committee selected by the Board consisting of two or more outside members of the Board. The Committee may grant one or more awards to our employees, including our officers, our directors and consultants, and will determine the specific employees who will receive awards under the plan and the type and amount of any such awards. A participant who receives shares of stock awarded under the plan must hold those shares for
Gain on Insurance Proceeds
The Company filed an insurance claim related to
Subsequent Events
The Company has evaluated the period from March 31, 2019 through the date the financial statements herein were issued and noted no subsequent events requiring recognition or disclosure in the financial statements.
| 11 |
Recent Accounting Standards
Recently Issued Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which provides guidance to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company is evaluating the potential impact of ASU 2016-13 on the Condensed Consolidated Financial Statements.
Recently Adopted Accounting Standards
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in ASU 2014-09 affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments were effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. On January 1, 2018, the Company adopted ASU 2014-09 using the retrospective approach. The Company noted no financial impact on the Condensed Consolidated Financial Statements as a result of the adoption of this amended guidance. In addition, the adoption of this new accounting standard resulted in increased disclosure, including qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. See the Revenue Recognition section of Note 1 – Summary of Significant Accounting Policies and General for additional information.
In February 2016, the FASB issued ASU No. 2016-02, Leases, to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets (“lessees”) to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee’s right to use, or control use of, a specified asset for the lease term. The amendments in this ASU simplify the accounting for sale and leaseback transactions. This ASU leaves the accounting for the organizations that own the leased assets largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, Revenue from Contracts with Customers.
The amendments in ASU 2016-02 were effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. On January 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. As of January 1, 2019, the Company recorded a right-of-use asset and a lease liability of approximately $
No other new accounting pronouncements issued or effective during the reporting period had, or are expected to have, a material impact on our Condensed Consolidated Financial Statements.
| 12 |
NOTE 2 – INVENTORIES
The Company's inventories primarily consist of ferrous and non-ferrous scrap metals, and are valued at the lower of average purchased cost or net realizable value ("NRV") based on the specific scrap commodity. Quantities of inventories are determined based on the Company's inventory systems and are subject to periodic physical verification using estimation techniques including observation, weighing and other industry methods. The Company recognizes inventory impairment and related adjustments when the NRV, based upon current market pricing, falls below recorded value or when the estimated volume is less than the recorded volume of the inventory. The Company records the loss in cost of sales in the period during which the loss is identified.
Certain assumptions are made regarding future demand and net realizable value in order to assess whether inventory is properly recorded at the lower of cost or NRV. Assumptions are based on historical experience, current market conditions and remaining costs of processing (if any) and disposal. If the anticipated future selling prices of scrap metal and finished steel products should decline, the Company would re-assess the recorded NRV of the inventory and make any adjustments believed necessary in order to reduce the value of the inventory (and increase cost of sales) to the lower of cost or NRV.
The Company did not have a lower of cost or NRV inventory write-down in the three month periods ended March 31, 2019 and 2018.
Some commodities are in saleable condition at acquisition. The Company purchases these commodities in small amounts until it has a truckload of material available for shipment. Some commodities are not in saleable condition at acquisition. These commodities must be sorted, shredded, cut or baled. ISA does not have work-in-process inventory that needs to be manufactured to become finished goods. The Company includes processing costs in inventory for all commodities by weight.
Inventories for ferrous and non-ferrous materials as of March 31, 2019 and December 31, 2018 consist of the following:
|
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|
|
|
|
March 31, 2019 |
|
|||||
|
|
(unaudited) |
|
December 31, 2018 |
||||
|
|
(in thousands) |
||||||
|
Raw materials |
$ |
|
|
|
$ |
|
|
|
Finished goods |
|
|
|
|
|
||
|
Processing costs |
|
|
|
|
|
||
|
Total inventories for sale |
$ |
|
|
|
$ |
|
|
| 13 |
NOTE 3 – LONG-TERM DEBT AND NOTES PAYABLE TO BANK
Summary:
On March 31, 2017, the Company entered into an amendment to increase its existing line of credit with MidCap, subject to the satisfaction of certain borrowing base restrictions, which were subsequently satisfied, and extend the maturity date more fully described below.
On June 23, 2017, in connection with the purchase of equipment to be used in the operation of the Company's business, the Company issued notes totaling $
On November 9, 2018, the Company entered into the BofA Loan Agreement with BofA and paid off all remaining amounts due to the Company's previous lender MidCap. On March 1, 2019, the Company entered into an amendment, which amended certain terms of the BofA Loan Agreement between the Company and BofA. See Note 6 – Related Party Transactions. In addition, the amendment extended the BofA Loan Agreement’s commitment termination date to September 30, 2022 and released certain reserves previously required by BofA under the BofA Loan Agreement, among other things.
MidCap:
On February 29, 2016, the Company entered into the 2016 Loan, which, as initially entered into, provided a $
Proceeds from this loan were used to pay transaction expenses, pay off and close the remaining balance on the Wells Fargo revolving line of credit and fund working capital requirements.
The interest rate on the 2016 Loan was equal to the prime rate (
The 2016 Loan had a maturity date of February 28, 2020 based on the amendment described below. The borrowings under the revolving credit agreement were classified as short-term obligations under GAAP as the agreement with MidCap contained a subjective acceleration clause and required the Company to maintain a lockbox arrangement with the lender.
Interest and monthly fees under the 2016 Loan were payable monthly in arrears.
The 2016 Loan Agreement contained a minimum line availability covenant equal to $
The Company granted MidCap a first priority security interest in all of the assets of ISA pursuant to the terms of a Security Agreement.
The Company was allowed to sell or refinance up to $
On March 31, 2017, the Company and each of its wholly-owned subsidiaries entered into an amendment to the 2016 Loan with MidCap ("First Amendment"). The First Amendment increased the line of credit from $
| 14 |
NOTE 3 – LONG-TERM DEBT AND NOTES PAYABLE TO BANK, Continued
The First Amendment contained a minimum line availability covenant equal to $
On April 26, 2017, certain borrowing base restrictions were satisfied with MidCap which resulted in an increase in availability of $
On June 4, 2018, the Company and each of its wholly-owned subsidiaries entered into an amendment to the 2016 Loan with MidCap ("Second Amendment"). The Second Amendment, among other things, increased the Company’s line of credit from $
On November 9, 2018, in connection with entry into the BofA Loan Agreement, the Company repaid in full the remaining balance of the Company's revolving line of credit with MidCap. The Company paid to MidCap $
Bank of America:
On November 9, 2018, the Company entered into the BofA Loan Agreement that provides for (i) a revolving line of credit in the aggregate principal amount of $
The interest rate on the Revolving Loan is equal to
Proceeds from the BofA Loan Agreement were used to satisfy the Company’s existing credit facility with Midcap. In addition, proceeds from the Revolving Loan were used to pay fees and transaction expenses associated with the Loans, to pay the Borrowers’ obligations to BofA, and for other corporate purposes of the Borrowers, including working capital.
The Revolving Loan is due and payable in full on the Commitment Termination Date (as defined below), and the Borrowers may prepay the Revolving Loan without premium or penalty. The Term Loan will be repaid by consecutive installments of $
The Company agreed to pay BofA certain fees in connection with the BofA Loan Agreement, including, without limitation: (i) unused credit line fees, due on the first day of each month and on the Commitment Termination Date, (ii) letter of credit facility fees, payable in monthly arrears on the first day of each month, (iii) a closing fee in the amount of $
Borrowings under the BofA Loan Agreement are secured by all property of each Borrower. The Company’s obligations are also secured by mortgages upon real estate owned by certain wholly-owned subsidiaries of the Company.
The BofA Loan Agreement requires the Borrowers to comply with certain customary affirmative and negative covenants that, among other things, will restrict, subject to certain exceptions, the ability of the Borrowers to incur indebtedness, grant liens, make investments, engage in acquisitions, mergers or consolidations, and pay dividends and other restricted payments. The BofA Loan Agreement also requires that the Borrowers maintain a certain fixed charge coverage ratio, calculated as of the last day of each month for the trailing twelve month period then ended.
The BofA Loan Agreement will terminate on the earlier of: (i) September 30, 2020, with an option to extend such date to September 30, 2023 upon certain conditions, (ii) the date on which the Borrowers terminate the Revolving Loan pursuant to the BofA Loan Agreement, or (iii) the date on which BofA terminates the Revolving Loan as a result of an Event of Default (the “Commitment Termination Date”). The Company has the right to terminate the BofA Loan Agreement at any time with
| 15 |
NOTE 3 – LONG-TERM DEBT AND NOTES PAYABLE TO BANK, Continued
On March 1, 2019, the Company entered into Amendment No. 1 (the "BofA First Amendment") to the Loan and Security Agreement and Consent with BofA, which amended certain terms of the BofA Loan Agreement between the Company and BofA. The BofA First Amendment memorialized BofA’s consent to (i) the Company making a one-time prepayment of principal in an aggregate amount not to exceed $
The BofA Loan Agreement had availability of $
Other Debt:
Amounts owed to K&R, LLC and 7100 Grade Lane LLC are more fully described in Note 6 – Related Party Transactions.
In June 2018, the Company executed a note for $
In March 2019, the Company executed a note for $
Debt as of March 31, 2019 and December 31, 2018 consisted of the following:
|
|
March 31, |
|
December 31, |
||||
|
|
2019 |
|
2018 |
||||
|
|
(unaudited) |
|
|
||||
|
|
(in thousands) |
||||||
|
Revolving credit facility with Bank of America and MidCap, see above description for additional details |
$ |
|
|
|
$ |
|
|
| Bank of America term loan | |||||||
|
K&R, LLC related party notes (See Note 6 - Related Party Transactions) |
|
|
|
|
|
||
|
7100 Grade Lane LLC related party note (See Note 6 - Related Party Transactions) |
|
|
|
|
|
||
|
Equipment notes, see above description for additional details |
|
|
|
|
|
||
|
Total debt |
|
|
|
|
|
||
| Debt issuance costs | ( |
) | ( |
) | |||
| Total debt and debt issuance costs | |||||||
| Less current portion of long-term debt and debt issuance costs | |||||||
| Total long-term debt and debt issuance costs |
$ |
|
|
|
$ |
|
|
The annual contractual maturities of long-term debt (in thousands) for the next five twelve-month periods and thereafter ending March 31 are as follows:
|
|
|
|
|
|
|
2020 |
|
$ |
|
|
|
2021 |
|
|
|
|
|
2022 |
|
|
|
|
|
2023 |
|
|
|
|
|
2024 |
|
|
|
|
|
Total |
|
$ |
|
|
The Company paid and capitalized loan fees in the amount of $
| 16 |
NOTE 4 – LEASE COMMITMENTS
Operating Leases:
The Company determines if a contract contains a lease at inception. Material operating leases consist of real estate and operating equipment leases. Generally, the lease term is the minimum of the noncancelable period of the lease term inclusive of reasonably certain renewal periods.
Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent the Company's right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets, if any. To determine the present value of lease payments not yet paid, the Company estimates incremental secured borrowing rates corresponding to the maturities of the leases.
Operating lease assets are reflected on the Company's balance sheet within Operating lease right-of-use assets and the related short-term and long-term liabilities are included within Current and Long-term operating lease liabilities, respectively. The Company's lease expense is recognized over the lease term. The Company records lease expense as lease payments are made. The Company considered the impact of straight-line treatment and noted no material difference in any given one year.
The Company leased a portion of its Louisville, Kentucky facility from a related party (see Note 6 - Related Party Transactions) under an operating lease that was due to expire December 31, 2017 (the "7100 Prior Lease"). The lease amount was $
The Company signed a lease, effective December 1, 2014, to lease a facility in the Seymour, Indiana area. This lease was for an initial period of
On April 30, 2015, the Company entered into a lease agreement with LK Property Investments LLC ("LK Property") (see Note 6 - Related Party Transactions), for a portion of the
On March 3, 2018, the Company entered into a lease agreement to lease a piece of equipment for $
Future minimum lease payments for operating leases for the next five twelve-month periods ending March 31 of each year and thereafter, in thousand, as of March 31, 2019, are as follows:
|
|
Related Party |
|
Other |
|
Total |
|
|||
|
2020 |
$ |
|
|
$ |
|
|
$ |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
|
|
|
|
|
|
|
|
Thereafter |
|
|
|
|
|
|
|
|
|
|
Total future operating lease payments |
|
|
|
|
|
|
|
|
|
| Less: imputed interest | |||||||||
| Present value of lease liabilities | |||||||||
| Less: current portion of operating lease liabilities | |||||||||
| Long-term operating lease liabilities | $ | $ | $ | ||||||
| 17 |
NOTE 4 – LEASE COMMITMENTS, Continued
Other information related to operating leases is as follows:
|
March 31, |
||||
| 2019 | ||||
| Weighted average remaining lease term (years) | ||||
| Weighted average discount rate | % | |||
Total lease expense for the three months ended March 31, 2019 was $
Finance Leases:
The Company's finance leases are included within Net property and equipment with the related liabilities included within Current and Long-term liabilities.
On May 1, 2016, the Company entered into an amended agreement to lease three cranes (the "Crane Lease"). The Crane Lease expires April 30, 2021. Payments are $
The Company entered into a finance lease, effective June 2017, to lease
The Company entered into a finance lease, effective May 2018, to lease a piece of equipment for use in the Company's operations. The lease is for a period of
The Company entered into a finance lease, effective June 2018, to lease a piece of equipment for use in the Company's operations. The lease is for a period of
The Company entered into a finance lease, effective July 2018, to lease
Depreciation and interest expense for finance leases, in thousands, are as follows:
| For the three months ended
March 31, |
|||||||
| 2019 | 2018 | ||||||
| Depreciation expense | $ | $ |
|||||
| Interest expense | |||||||
Accumulated depreciation and net book value for finance leases, in thousands, are as follows:
| March 31, | |||||||
| 2019 | 2018 | ||||||
| Accumulated depreciation | $ |
$ |
|||||
| Net book value | |||||||
| 18 |
NOTE 4 – LEASE COMMITMENTS, Continued
Future minimum lease payments for finance leases for the next five twelve-months periods ending March 31 of each year, in thousands, as of March 31, 2019 are as follows:
|
Total
|
Principal | Interest | ||||||
|
2020
|
$ | $ | $ | |||||
|
2021
|
||||||||
|
2022
|
||||||||
|
2023
|
||||||||
|
2024
|
|
|
||||||
|
2025
|
|
|
|
|||||
|
|
$ | $ | $ | |||||
NOTE 5 – PER SHARE DATA
The computation for basic and diluted income (loss) per share is as follows:
Three months ended March 31, 2019 compared to three months ended March 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
2019 |
|
2018 |
||||
|
|
(in thousands, except per share information) |
||||||
|
Basic income (loss) per share |
|
|
|
||||
|
Net income (loss) |
$ |
( |
) |
|
$ |
|
|
|
Weighted average shares outstanding |
|
|
|
|
|
||
|
Basic income (loss) per share |
$ |
( |
) |
|
$ |
|
|
|
Diluted income (loss) per share |
|
|
|
||||
|
Net income (loss) |
$ |
( |
) |
|
$ |
|
|
|
Weighted average shares outstanding |
|
|
|
|
|
||
|
Add dilutive effect of assumed exercising of stock options, RSUs and warrants |
|
|
|
|
|
||
|
Diluted weighted average shares outstanding |
|
|
|
|
|
||
|
Diluted income (loss) per share |
$ |
( |
) |
|
$ |
|
|
| 19 |
NOTE 6 – RELATED PARTY TRANSACTIONS
During the periods ended March 31, 2019 and 2018, the Company was involved in various transactions with related parties. A summary of transactions and related balances are as follows. The table at the end of this note should be used in referencing all below paragraphs.
K&R, LLC ("K&R") and 7100 Grade Lane, LLC ("7100 LLC"):
The Company is involved in various transactions with K&R and 7100 LLC, which are wholly-owned by Kletter Holdings LLC, the sole member of which was Harry Kletter, the Company's founder and former Chief Executive Officer. After Mr. Kletter's passing in January 2014, Orson Oliver assumed the roles of executor of Mr. Kletter’s estate and President of Kletter Holdings LLC. Mr. Oliver was the Company's Chairman of the Board and interim Chief Executive Officer from 2014 until his resignation on March 26, 2018. Mr. Oliver continues to be a member of the Company's Board of Directors. As of March 31, 2019, Mr. Kletter’s estate, K&R and the Harry Kletter Family Limited Partnership, collectively, beneficially own in excess of
The Company leased a portion of the Louisville, Kentucky facility from 7100 LLC (previously from K&R) under an operating lease, the "7100 Prior Lease," expiring December 2017. Effective October 1, 2017, the Company entered into a new lease agreement with 7100 LLC for the same property (the "7100 Lease") that terminates and replaces the 7100 Prior Lease. See Note 4 – Lease Commitments for additional information relating to the rent and lease agreements with K&R.
Between 2013 and 2017, the Company borrowed, net of repayments, an amount totaling $
As of March 31, 2019 and 2018, the Company had balances related to K&R and 7100 LLC pertaining to refundable lease and property deposits due to and from the Company, rents payable from the Company, notes payable due from the Company, accrued interest due from the Company, interest expense, and rent expense.
On February 29, 2016, K&R assigned its interest in the 7100 Lease to another entity, 7100 LLC, also controlled by Mr. Kletter’s estate. At that time, the total amount due to the estate’s various entities, which amounted to approximately $
On March 1, 2019, the Company entered into first amendments to the Kletter Notes. The Company made a prepayment in the amount of $
On June 23, 2017, the Company entered into
Under the Handler Agreement, the Company purchased a hydraulic scrap handler from K&R for a purchase price of $
Under the Crane Agreement, the Company purchased a 2011 Komatsu crane from K&R for a purchase price of $
The Crane Note and the Handler Note are each secured by a security interest in the subject equipment and any sale proceeds the Company derives from the equipment.
The Company entered into an agreement and promissory note (the "Back Rent Agreement"), effective October 1, 2017, to pay 7100 LLC $
| 20 |
NOTE 6 – RELATED PARTY TRANSACTIONS, Continued
LK Property Investments LLC ("LK Property"):
On April 30, 2015, the Company entered into a lease agreement with LK Property, for a portion of the
MetalX:
During 2019, the Company held accounts receivables balances from MetalX related to scrap sales. For additional information regarding MetalX, see Note 9 – Financing and Related Matters.
Related party balances, as of the date set forth in the footnotes, are as follows, in thousands:
|
|
|
2019 |
|
2018 |
||||
|
K&R and 7100 LLC: |
|
|
|
|
|
|
||
|
Deposit amounts owed to the Company by related parties |
(1) |
$ |
|
|
|
$ |
|
|
|
Prepaid expenses to related parties |
(1) |
|
|
|
|
|
|
|
| Operating lease right-of-use asset | (4) | |||||||
|
Notes payable to related parties |
(3) |
|
|
|
|
|
|
|
| Operating lease liability | (5) | |||||||
|
Facility rent expense to related parties |
(6) |
|
|
|
|
|
|
|
|
Interest expense to related parties |
(6) |
|
|
|||||
|
|
|
|
|
|
|
|
||
|
LK Property: |
|
|
|
|
||||
|
Lease deposit to LK Property |
(1) |
$ |
|
|
|
$ |
|
|
|
Prepaid expenses to related parties |
(1) |
|
|
|
|
|
|
|
|
Accounts payable to LK Property |
(2) |
|
|
|
|
|
|
|
|
Rent expense to LK Property* |
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
MetalX: |
|
|
|
|
|
|
||
|
Accounts receivable from MetalX |
(1) |
$ |
|
|
|
$ |
|
|
|
Revenue from product sales to MetalX |
(6) |
|
|
|
|
|
|
|
*Excludes amounts reimbursed to LK Property for utilities and property tax.
(1) Included in receivable and other assets from related parties on the Condensed Consolidated Balance Sheets; balances are as of March 31, 2019 and December 31, 2018.
(2) Included in payable and accrued expenses to related parties on the Condensed Consolidated Balance Sheets; balances are as of March 31, 2019 and December 31, 2018.
(3) Included in current maturities of long-term debt, related parties and long-term debt, related parties on the Condensed Consolidated Balance Sheets; balance is as of March 31, 2019 and December 31, 2018.
(4) Included in operating lease right-of-use assets, related parties on the Condensed Consolidated Balance Sheets; balances are as of March 31, 2019 and December 31, 2018.
(5) Included in current maturities of operating lease liabilities and operating lease liabilities, related parties on the Condensed Consolidated Balance Sheets; balances are as of March 31, 2019 and December 31, 2018.
(6) Included in the Condensed Consolidated Statements of Operations; amounts are for the three months ended March 31, 2019 and March 31, 2018.
| 21 |
NOTE 7 – SHARE-BASED COMPENSATION AND OTHER COMPENSATION AGREEMENTS
Following is a summary of stock option activity and number of shares reserved for outstanding options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
Number of shares (in thousands) |
|
Weighted Average Exercise Price per Share |
|
Weighted Average Remaining Contractual Term |
|
Weighted Average Grant Date Fair Value |
||||||
|
Outstanding at December 31, 2017 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
|
Issued |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Outstanding at December 31, 2018 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
|
Issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired |
( |
) | — years | |||||||||||
|
Outstanding at March 31, 2019 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
|
Exercisable at March 31, 2019 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
|
Securities available for grant at March 31, 2019* |
|
|
|
|
|
|
|
|
|
|||||
*
Option Grants:
On March 28, 2018, the Company awarded options to purchase
On March 15, 2019, the Company awarded options to purchase
The weighted average assumptions relating to the valuation of the Company's stock options awarded in 2019 and 2018 are shown below.
|
|
|
|
2019 |
|
2018 | |||
| Weighted average grant-date fair value per option | $ | $ | ||||||
| Volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Expected life (in years) | ||||||||
| Expected dividend yield | % | % |
Restricted Stock Unit Grants:
On March 29, 2016, the Compensation Committee granted
On June 15, 2016, at the Company's annual meeting, the Company's shareholders approved a one-time stock option exchange for the CFO as an alternative to a direct repricing of options previously granted to the CFO. The stock option exchange allowed the Company to cancel
| 22 |
NOTE 7 – SHARE-BASED COMPENSATION AND OTHER COMPENSATION AGREEMENTS, Continued
On March 28, 2018, the Company granted an aggregate of
On March 28, 2018, the Company granted
On July 9, 2018, the Compensation Committee of the Board of Directors of the Company granted each of the
On March 15, 2019, the Company granted an aggregate of
On March 15, 2019, the Company granted
Following is a summary of RSU activity:
|
Restricted Stock Units
|
Number of shares
(in thousands)
|
Weighted Average Remaining Contractual Term
|
Weighted Average Grant Date Fair Value
|
|||||||
|
Outstanding at December 31, 2017
|
|
|
|
$
|
|
|
||||
|
Granted
|
|
|
|
|
|
|
||||
|
Vested
|
(
|
) | — years |
|
|
|
|
|||
|
Outstanding at December 31, 2018
|
|
|
|
$
|
|
|
||||
|
Granted
|
|
|
|
|
||||||
|
Outstanding at March 31, 2019
|
|
|
|
|
$
|
|
|
|||
Non-Equity Transactions:
Under a retention agreement with the Company's CFO dated March 25, 2016, the Company agreed to pay the CFO a bonus of $
On September 30, 2016, the Company entered into retention agreements ("Retention Agreements") with certain management employees (individually "Staff Member"). Under the Retention Agreements, if the Staff Member remained continuously employed by the Company through and including the date which is the first to occur of: (a) the date of a change in control of the Company; (b) the date the Staff Member is terminated without cause; and (c) December 31, 2017, the Company agreed to pay the Staff Member a bonus in an amount equal to
| 23 |
NOTE 7 – SHARE-BASED COMPENSATION AND OTHER COMPENSATION AGREEMENTS, Continued
On March 26, 2018, the Board appointed Todd L. Phillips as CEO of the Company. In connection with Mr. Phillips’ appointment as CEO, the Company entered into an Amended and Restated Employment Agreement with Mr. Phillips on March 26, 2018 (the “Employment Agreement”). The Employment Agreement is effective as of January 1, 2018, with the
Other:
As of March 31, 2019 and December 31, 2018, the Company had unrecognized share-based compensation cost related to non-vested stock options in the amount of $
Share-based compensation charged to operations relating to stock options and RSU awards was $
| 24 |
NOTE 8 – LEGAL PROCEEDINGS
The Company has litigation from time to time, including employment-related claims, none of which the Company currently believes to be material.
Our operations are subject to various environmental statutes and regulations, including laws and regulations addressing materials used in the processing of our products. In addition, certain of our operations are subject to federal, state and local environmental laws and regulations that impose limitations on the discharge of pollutants into the air and water and establish standards for the treatment, storage and disposal of solid and hazardous wastes. Failure to maintain or achieve compliance with these laws and regulations or with the permits required for our operations could result in substantial operating costs and capital expenditures, in addition to fines and civil or criminal sanctions, third party claims for property damage or personal injury, cleanup costs or temporary or permanent discontinuance of operations. Certain of the Company's facilities have been in operation for many years and, over time, the Company and other predecessor operators of these facilities have generated, used, handled and disposed of hazardous and other regulated wastes. Environmental liabilities in material amounts could exist, including cleanup obligations at these facilities or at off-site locations where the Company disposed of materials from its operations, which could result in future expenditures that the Company cannot currently estimate and which could reduce its profits. The Company records liabilities for remediation and restoration costs related to past activities when its obligation is probable and the costs can be reasonably estimated. Costs of future expenditures for environmental remediation are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable. Costs of ongoing compliance activities related to current operations are expensed as incurred. Such compliance has not historically constituted a material expense to the Company.
NOTE 9 – FINANCING AND RELATED MATTERS
Securities Purchase Agreement
On June 13, 2014, the Company issued
On June 13, 2014, in connection with the Securities Purchase Agreement, the Company and RCP entered into a Registration Rights Agreement (the "Registration Rights Agreement"), under which the Company (a) prepared and filed a registration statement no later than December 12, 2014 and (b) caused the registration statement to be declared effective by the Securities and Exchange Commission no later than February 1, 2015 for (i) agreed to resales of the common stock issued to the Investor under the Securities Purchase Agreement, and (ii) agreed to resales of any shares of common stock issuable upon exercise of the warrant.
The Registration Rights Agreement requires the Company to pay RCP a loss of liquidity fee for certain periods after February 1, 2015 when the registration statement is not effective or its use is suspended. The Registration Rights Agreement contains customary representations, warranties and covenants, and customary provisions regarding rights of indemnification between the parties with respect to certain applicable securities law liabilities.
Director Designation Agreement
On June 13, 2014, in connection with the Securities Purchase Agreement, the Company and RCP entered into a Director Designation Agreement (the "Director Designation Agreement") pursuant to which RCP will have the right to designate, and require the Company's Board to appoint, up to
| 25 |
The following discussion and analysis should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto included elsewhere in this report.
Cautionary Statement Regarding Forward-Looking Statements
The following discussion and analysis contains certain financial predictions, forecasts and projections which constitute “forward-looking statements” within the meaning of the federal securities laws. Actual results could differ materially from those financial predictions, forecasts and projections and there can be no assurance that we will achieve such financial predictions, forecasts and projections. Factors that could affect financial predictions, forecasts and projections include availability of liquidity, fluctuations in commodity prices and any conditions internal to our major customers, including loss of their accounts and other factors as listed in our Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission.
General
Industrial Services of America, Inc. (herein “ISA,” the “Company,” “we,” “us,” “our,” or other similar terms) is a Louisville, Kentucky-based company that buys, processes and markets ferrous and non-ferrous metals and other recyclable commodities and buys used autos in order to sell used auto parts. We process and sell ferrous and non-ferrous scrap metal to steel mini-mills, integrated steel makers, foundries, refineries and processors. We purchase ferrous and non-ferrous scrap metal primarily from industrial and commercial generators of steel, aluminum, copper, brass, stainless steel and other metals, as well as from scrap dealers and retail customers who deliver these materials directly to our facilities. We process scrap metal through our sorting, cutting, baling, and shredding operations. Our ferrous scrap recycling operations consist primarily of processing various grades of steel. Our non-ferrous scrap recycling operations consist primarily of processing various grades of copper, aluminum, stainless steel and brass. Our used automobile operation primarily purchases automobiles so that retail customers can locate and remove used parts for purchase.
Our core business is focused on the metal recycling industry. We are focused on returning the core business to profitability. The Company intends to do this by increasing efficiencies and productivity. We will also evaluate other various options and remain alert for possible strategic partnerships, joint ventures and mergers/acquisitions. In September 2018, the Company's Board of Directors formed a special committee to evaluate growth and strategic options.
On March 26, 2018, the Board appointed Todd L. Phillips as Chief Executive Officer. See Note 7 – Share-Based Compensation and Other Compensation Agreements in the accompanying Notes to Consolidated Financial Statements for additional information. Mr. Phillips has been the Company's Chief Financial Officer since December 31, 2014 and President since September 30, 2016 and will continue to serve in these roles.
Liquidity and Capital Resources
Cash flows generated from operations and our revolving credit facility are significant sources of ongoing liquidity. We actively manage our working capital and associated cash requirements and continually seek more effective use of cash. As of March 31, 2019, we held cash and cash equivalents of $0.5 million. We drew a net $1.5 million on our revolving credit facility during the three month period ended March 31, 2019. We expect operating cash flow and borrowings under our working capital line of credit to be sufficient to meet our ongoing obligations.
Credit facilities and notes payable
See Note 1 – Summary of Significant Accounting Policies and General, Note 3 – Long-Term Debt and Notes Payable to Bank and Note 4 – Lease Commitments in the accompanying Notes to Condensed Consolidated Financial Statements for further details on debt and notes payable, finance and operating leases and related party obligations.
The borrowings under the line of credit are classified as short-term obligations under GAAP as the agreement with the lender contains a subjective acceleration clause and requires the Company to maintain a lockbox arrangement with the lender. However, the contractual maturity date of the line of credit is September 30, 2022. For discussion of the extension of the maturity date and other recent amendments to the Company's credit arrangements, see also Note 3 – Long-Term Debt and Notes Payable to Bank in the accompanying Notes to Consolidated Financial Statements.
| 26 |
Results of Operations
Three months ended March 31, 2019 compared to three months ended March 31, 2018
The following table presents, for the periods indicated, the percentage relationship that certain captioned items in our Condensed Consolidated Statements of Operations bear to total revenue:
|
|
|
|
|
|
|
|
|
|
Three months ended |
|||||
|
|
March 31, |
|||||
|
|
2019 |
|
2018 |
|||
|
Statements of Operations Data: |
|
|
|
|||
|
Total revenue |
100.0 |
% |
|
100.0 |
% |
|
|
Total cost of sales |
95.7 |
% |
|
91.7 |
% |
|
|
Selling, general and administrative expenses |
6.5 |
% |
|
6.3 |
% |
|
|
(Loss) income before other expenses |
(2.2 |
) | % |
|
2.0 |
% |
Total revenue decreased $0.3 million or 2.1% to $14.3 million in the first quarter of 2019 compared to $14.7 million in the same period in 2018.
Ferrous revenue decreased $85.0 thousand or 1.2% to $7.0 million in the first quarter of 2019 compared to $7.0 million in the same period in 2018. For the three months ended March 31, 2019 compared to three months ended March 31, 2018, the average selling price ("ASP") of ferrous material decreased $11 per gross ton, or 3.0% primarily due to prevailing market prices for the underlying commodities sold. For the three months ended March 31, 2019 compared to three months ended March 31, 2018, ferrous material shipments increased 0.5 thousand tons, or 2.6%. Ferrous revenue includes non-commodity revenue such as service fees, transportation and returns and allowances; the ASP calculation excludes these non-commodity revenues.
Non-ferrous revenue decreased $0.1 million or 1.5% to $7.2 million in the first quarter of 2019 compared to $7.3 million in the same period in 2018. For the three months ended March 31, 2019 compared to three months ended March 31, 2018, the ASP of non-ferrous material decreased $0.20 per pound, or 16.9% due to prevailing market prices for the underlying commodities sold. Non-ferrous material shipments increased by 1.2 million pounds, or 19.2%. Non-ferrous revenue includes non-commodity revenue such as service fees, transportation and returns and allowances; the ASP calculation excludes these non-commodity revenues.
Total cost of sales increased $0.3 million or 2.1% to $13.7 million in the three month period ended March 31, 2019 compared to $13.4 million for the same period in 2018. The increase was a primarily a result of increases in labor costs of $113.8 thousand, inventory processing costs of $78.7 thousand and repairs and maintenance of $79.4 thousand, all of which resulted from increased ferrous and non-ferrous volumes.
Total cost of sales as a percent of revenue increased during the three month period ended March 31, 2019 as compared to the same period in 2018. This increase was also a result of increased ferrous and non-ferrous volumes.
SG&A expenses remained consistent at $0.9 million in the three month period ended March 31, 2019 compared to $0.9 million in the same period in 2018.
| 27 |
Other income (expense) was expense of $122.0 thousand for the three month period ended March 31, 2019 compared to expense of $242.0 thousand for the three month period ended March 31, 2018. This $120.0 thousand change is a result of (i) an $82.0 thousand decrease in interest expense, which is a result of a decrease in the interest rate on the line of credit and a decrease in loan fees amortization expense offset by an increased outstanding debt balance, and (ii) a $38.0 thousand increase in insurance gain.
The income tax provision decreased $6.0 thousand in the three month period ended March 31, 2018 to a provision of $2.0 thousand in the three month period ended March 31, 2019 compared to a provision of $8.0 thousand in the same period in 2018. The effective tax rates in 2019 and 2018 were 0.5% and 18.2%, respectively, based on federal and state statutory rates. Due to recurring operating losses being incurred, at December 31, 2013, we recorded nearly a full valuation allowance, which is continuing through March 31, 2019. We also have several state and franchise taxes payable based on gross receipts.
Net loss for the first quarter of 2019 was $441.0 thousand compared to a net income of $36.0 thousand for the same period of 2018. Although we incurred lower interest costs, these savings were more than offset by lower margins resulting from market conditions that were less favorable during the first quarter of 2019 compared to the same period of 2018 as evidenced by the lower ASP for both ferrous and non-ferrous. These unfavorable market conditions caused by, among other items, mill outages, weaker mill order books and softer export activity, are ongoing to date in the second quarter of 2019, which will likely adversely affect second quarter 2019 financial results. For example, ferrous market prices have decreased approximately $55 per ton since the end of the first quarter 2019 to the date of this filing.
Financial condition at March 31, 2019 compared to December 31, 2018
Cash and cash equivalents decreased $575.0 thousand to $469.0 thousand as of March 31, 2019 from $1.0 million as of December 31, 2018.
Net cash used in operating activities was $1.7 million for the three month period ended March 31, 2019. The net cash used in operating activities is primarily due to net loss of $441.0 thousand, an increase in receivables of $2.0 million, an increase in other assets of $160.0 thousand, a decrease in accounts payable of $152.0 thousand, and a decrease in other current liabilities of $202.0 thousand. These cash uses in operating activities were partially offset by a decrease in inventories of $0.7 million and depreciation of $0.5 million, amortization of loan fees of $27.0 thousand, and share based compensation expense of $41.0 thousand.
Net cash from investing activities was $141.0 thousand for the three month period ended March 31, 2019. In the three month period ended March 31, 2019, we recorded a gain from insurance proceeds of $38.0 thousand. The Company had $179.0 thousand of unfinanced capital expenditures in 2019.
Net cash from financing activities was $1.3 million for the three month period ended March 31, 2019. In the three month period ended March 31, 2019, we received net proceeds from debt of $1.5 million less capitalized loan fees in the amount of $22.0 thousand, made principal payments on debt of $94.0 thousand, made principal payments to a related party of $516.0 thousand, and made payments on capital lease obligations of $85.0 thousand. Additionally, we had checks outstanding in excess of our bank balances of $469.0 thousand at March 31, 2019.
Accounts receivable trade after allowances for doubtful accounts increased $2.0 million or 45.2% to $6.3 million as of March 31, 2019 compared to $4.4 million as of December 31, 2018. In general, the accounts receivable balance fluctuates due to the quantity and timing of shipments, commodity prices and receipt of customer payments.
Inventories consist principally of ferrous and non-ferrous scrap materials. We value inventory at the lower of cost or net realizable value. Inventory decreased $0.7 million, or 10.4%, to $6.2 million as of March 31, 2019 compared to $6.9 million as of December 31, 2018. This decrease is primarily driven by decreased volumes during the first quarter of 2019 compared to the fourth quarter of 2018.
Inventory aging for the period ended March 31, 2019 (Days Outstanding):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except days information) |
||||||||||||||||||
|
Description |
|
1 - 30 |
|
31 - 60 |
|
61 - 90 |
|
Over 90 |
|
Total |
||||||||||
|
Ferrous and non-ferrous materials and auto parts |
|
$ |
4,815 |
|
|
$ |
777 |
|
|
$ |
317 |
|
|
$ |
302 |
|
|
$ |
6,211 |
|
Inventory aging for the period ended December 31, 2018 (Days Outstanding):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except days information) |
||||||||||||||||||
|
Description |
|
1 - 30 |
|
31 - 60 |
|
61 - 90 |
|
Over 90 |
|
Total |
||||||||||
|
Ferrous and non-ferrous materials and auto parts |
|
$ |
4,471 |
|
|
$ |
810 |
|
|
$ |
890 |
|
|
$ |
763 |
|
|
$ |
6,934 |
|
| 28 |
Inventory in the 60 days or less categories compared to total inventory increased to 90.0% as of March 31, 2019 compared to 76.2% as of December 31, 2018. Inventory greater than 60 days compared to total inventory decreased to 10.0% as of March 31, 2019 compared to 23.8% as of December 31, 2018. The changes in inventory aging is primarily related to (i) a decrease in inventory as of March 31, 2019 compared to December 31, 2018 and (ii) maintenance activity on our shredder and primary shear during the last quarter of 2018.
Accounts payable trade decreased $0.2 million or 6.4% to $2.2 million as of March 31, 2019 compared to $2.4 million as of December 31, 2018. The accounts payable balance fluctuates due to timing of purchases from and payments made to our vendors.
Working capital decreased $1.1 million to $4.3 million as of March 31, 2019 compared to $5.4 million as of December 31, 2018 as a result of the above noted items. Working capital was negatively impacted by ongoing unfavorable market conditions. Working capital during the second quarter of 2019 will likely also be negatively impacted by these ongoing unfavorable market conditions.
Contractual Obligations
The following table provides information with respect to our known contractual obligations for the quarter ended March 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by period (in thousands) |
||||||||||||||||||
|
|
Total |
|
Less than 1 year |
|
1 - 2 years |
|
3 - 4 years |
|
More than 4 years |
||||||||||
|
Obligation Description:
|
|
|
|
|
|
|
|
||||||||||||
|
Long-term debt obligations |
$ |
8,721 |
|
|
$ |
402 |
|
|
$ |
777 |
|
|
$ |
7,542 |
|
|
$ |
— |
|
|
Operating lease obligations (1) |
8,495 |
|
|
553 |
|
|
1,106 |
|
|
1,117 |
|
|
5,719 |
|
|||||
|
Finance lease obligations (1)
|
963 |
|
|
424 |
|
|
473 |
|
|
56 |
|
|
10 |
|
|||||
|
Total |
$ |
18,179 |
|
|
$ |
1,379 |
|
|
$ |
2,356 |
|
|
$ |
8,715 |
|
|
$ |
5,729 |
|
|
(1)
|
See Note 4 – Lease Commitments and Note 6 – Related Party Transactions for detailed information related to the Company's operating and capital lease obligations.
|
Recent Accounting Standards
Recently Issued Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which provides guidance to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company is evaluating the potential impact of ASU 2016-13 on the Condensed Consolidated Financial Statements.
| 29 |
Recently Adopted Accounting Standards
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in ASU 2014-09 affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments were effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. On January 1, 2018, the Company adopted ASU 2014-09 using the retrospective approach. The Company noted no financial impact on the Condensed Consolidated Financial Statements as a result of the adoption of this amended guidance. In addition, the adoption of this new accounting standard resulted in increased disclosure, including qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. See the Revenue Recognition section of Note 1 – Summary of Significant Accounting Policies and General in the accompanying Notes to Consolidated Financial Statements for additional information.
In February 2016, the FASB issued ASU No. 2016-02, Leases, to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets (“lessees”) to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee’s right to use, or control use of, a specified asset for the lease term. The amendments in this ASU simplify the accounting for sale and leaseback transactions. This ASU leaves the accounting for the organizations that own the leased assets largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, Revenue from Contracts with Customers.
The amendments in ASU 2016-02 were effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. On January 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. As of January 1, 2019, the Company recorded a right-of-use asset and a lease liability of approximately $5.6 million on the Condensed Consolidated Balance Sheet. The Company noted no financial impact on the Condensed Consolidated Statement of Operations and the Condensed Consolidated Statement of Cash Flows as a result of the adoption of this amended guidance. In addition, the adoption of this new accounting standard resulted in increased financial statement disclosures to present additional details of its leasing arrangements. The Company used the following practical expedients: (i) the Company has not reassessed whether any expired or existing contracts are, or contain, leases; (ii) the Company has not reassessed the lease classification for any expired or existing leases; and (iii) the Company has not reassessed initial direct costs for any expired or existing leases. See Note 4 – Lease Commitments in the accompanying Notes to Consolidated Financial Statements for additional information.
No other new accounting pronouncements issued or effective during the reporting period had, or are expected to have, a material impact on our Condensed Consolidated Financial Statements.
| 30 |
N/A - Not required for smaller reporting companies.
(a) Disclosure controls and procedures.
ISA’s management, including ISA’s principal executive officer and principal financial officer, have evaluated the effectiveness of our “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934. Based upon this evaluation, our principal executive officer and principal financial and accounting officer concluded that, as of March 31, 2019, ISA’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that ISA files under the Exchange Act with the Securities and Exchange Commission (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to ISA’s management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure.
(b) Changes to internal control over financial reporting.
There have been no changes in ISA's internal control over financial reporting during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, ISA's internal control over financial reporting.
| 31 |
The Company has litigation from time to time, including employment-related claims, none of which the Company currently believes to be material.
The Company's operations are subject to various environmental statutes and regulations, including laws and regulations addressing materials used in the processing of products. In addition, certain of the Company's operations are subject to federal, state and local environmental laws and regulations that impose limitations on the discharge of pollutants into the air and water and establish standards for the treatment, storage and disposal of solid and hazardous wastes. Failure to maintain or achieve compliance with these laws and regulations or with the permits required for operations could result in substantial operating costs and capital expenditures, in addition to fines and civil or criminal sanctions, third party claims for property damage or personal injury, cleanup costs or temporary or permanent discontinuance of operations. Certain of the Company's facilities have been in operation for many years and, over time, the Company and other predecessor operators of these facilities have generated, used, handled and disposed of hazardous and other regulated wastes. Environmental liabilities in material amounts could exist, including cleanup obligations at these facilities or at off-site locations where the Company disposed of materials from its operations, which could result in future expenditures that the Company cannot currently estimate and which could reduce its profits. The Company records liabilities for remediation and restoration costs related to past activities when its obligation is probable and the costs can be reasonably estimated. Costs of future expenditures for environmental remediation are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable. Costs of ongoing compliance activities related to current operations are expensed as incurred. Such compliance has not historically constituted a material expense to the Company.
There have been no material changes in our risk factors as previously disclosed in Part 1, “Item 1A. Risk Factors” of our Annual Report on Form 10-K, for the fiscal year ended December 31, 2018. You should carefully consider the risk factors in our 2018 Form 10-K, which could materially affect our business, financial condition or future results.
The following list sets forth information regarding all equity securities of the Company sold or granted by the Company during the period covered by this report that were not registered under the Securities Act of 1933, as amended (the “Securities Act”). The securities were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated under the Securities Act, which exempt transactions by an issuer not involving any public offering. The securities are non-transferable in the absence of an effective registration statement under the Securities Act or an available exemption therefrom, and all certificates are subject to a restrictive legend to that effect.
On March 15, 2019, as compensation for services to be provided, the Company granted an aggregate of 30.0 thousand RSUs to six employees under the LTIP pursuant to RSU agreements. Each RSU vests on March 15, 2022 and represents the right to receive one share of the Company's common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU agreements and the LTIP.
Each employee had such knowledge and experience in financial and business matters that the employee was capable of evaluating the merits and risks of accepting the award of RSUs. The Company (i) provided each employee with the information described in Rule 502(b) of Regulation D a reasonable time before the Company granted the RSUs to the employee, (ii) made available to each employee the opportunity to ask questions and receive answers concerning the terms and conditions of the grant of RSUs and to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense to verify the accuracy of the information provided, and (iii) advised the employees of the limitations on resale in the manner described in Rule 502(d).
On March 15, 2019, as compensation for services, the Company granted 78.7 thousand RSUs to the CEO under the LTIP pursuant to an RSU agreement. Each RSU vests on March 15, 2022 and represents the right to receive one share of the Company's common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU agreement and the LTIP. The CEO is an accredited investor; moreover, the Company provided the CEO with the same information described in Rule 502(b) of Regulation D that it provided to the six employees.
None.
Not applicable.
None.
See Index to Exhibits.
| 32 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
INDUSTRIAL SERVICES OF AMERICA, INC. |
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Date: |
May 14, 2019 |
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By /s/ Todd L. Phillips |
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Todd L. Phillips |
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Chief Executive Officer, President and Chief Financial Officer |
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(Principal Executive and Financial and Accounting Officer) |
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INDEX TO EXHIBITS
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Exhibit Number |
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Description of Exhibits |
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Lease Extension Agreement dated as of April 5, 2019 by and between the Company and LK Property Investments, LLC. |
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101.INS |
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XBRL Instance Document - the instance document does not appear in the Interactive Data File as the XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
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XBRL Taxonomy Extension Schema Document |
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101.CAL |
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XBRL Taxonomy Extension Calculation Document |
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101.DEF |
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XBRL Taxonomy Extension Definitions Document |
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101.LAB |
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XBRL Taxonomy Extension Labels Document |
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101.PRE |
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XBRL Taxonomy Extension Presentation Document |
*Previously filed.
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