þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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27-3819646
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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c/o Akerman LLP, Suite 1600, 350 East Las Olas Boulevard, Fort Lauderdale, FL
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33301
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange On Which Registered
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Common Stock
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The NASDAQ Stock Market LLC
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$0.001 par value
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Large accelerated filer
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o |
Accelerated filer
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o
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Non-accelerated filer
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o |
Smaller reporting company
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þ
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(Do not check if a smaller reporting company)
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PART I
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ITEM 1.
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BUSINESS.
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2
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ITEM 1A.
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RISK FACTORS.
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9
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS.
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12
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ITEM 2.
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PROPERTIES.
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12
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ITEM 3.
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LEGAL PROCEEDINGS.
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12
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ITEM 4.
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MINE SAFETY DISCLOSURES.
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15
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PART II
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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16
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ITEM 6.
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SELECTED FINANCIAL DATA.
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16
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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16
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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28
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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28
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
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28
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ITEM 9A.
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CONTROLS AND PROCEDURES.
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29
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ITEM 9B.
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OTHER INFORMATION.
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30
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PART III
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
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31
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ITEM 11.
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EXECUTIVE COMPENSATION.
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33
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
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38
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
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39
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ITEM 14.
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PRINCIPAL ACCOUNTING FEES AND SERVICES.
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40
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PART IV
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
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42
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SIGNATURES
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46
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ITEM 1.
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BUSINESS.
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·
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Chemical service and wholesale revenue, which included our laundry, ware washing, disinfectants, sanitizers and other concentrated and ready-to-use cleaning products and soap, accounted for 69.2% and 66.2% of consolidated revenue in 2015 and 2014, respectively.
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·
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Hygiene service revenue, which included restroom cleaning services, hand hygiene, air fresheners and service delivery fees, accounted for 9.7% and 9.9% of consolidated revenues in 2015 and 2014, respectively.
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·
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Paper sales accounted for 8.6% and 8.7% of consolidated revenues in 2015 and 2014, respectively.
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Name
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Position
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Age
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|||
William M. Pierce
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Director, President and Chief Executive Officer
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64 | |||
William T. Nanovsky
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Senior Vice President, Chief Financial Officer and Secretary
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67 |
ITEM 1A.
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RISK FACTORS.
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·
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low trading volume, which could cause even a small number of purchases or sales of our stock to have an impact on the trading price of our common stock;
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·
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price and volume fluctuations in the overall stock market from time to time;
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·
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significant volatility in the market price and trading volume of comparable companies;
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·
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short sales, hedging and other derivative transactions involving our common stock; and
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·
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sales of shares in the open market or the perception that such sales could occur.
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·
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the absence of cumulative voting in the election of directors, which means that the holders of a majority of our common stock may elect all of the directors standing for election;
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·
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the inability of our stockholders to call special meetings;
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·
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the requirement that our stockholders provide advance notice when nominating director candidates or proposing business to be considered by the stockholders at an annual meeting of stockholders;
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·
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the ability of the our board of directors to make, alter or repeal our bylaws;
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·
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the requirement that the authorized number of directors be changed only by resolution of the board of directors; and
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·
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the inability of stockholders to act by written consent.
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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NASDAQ | ||||||||
Low/High Prices | ||||||||
Fiscal Quarter
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2015
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2014
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||||||
First
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$ | 1.55 – 2.61 | $ | 4.50 – 6.70 | ||||
Second
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$ | 1.03 – 2.06 | $ | 2.98 – 5.10 | ||||
Third
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$ | 0.50 – 1.80 | $ | 2.77 – 4.73 | ||||
Fourth
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$ | 0.83 – 1.25 | $ | 1.58 – 4.20 |
·
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Compensation related primarily to the Chief Financial Officer and the Chief Executive Officer.
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·
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Professional fees related to tax preparation, audit and review related fees and financial statement printing and related filing expenses.
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·
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Legal and investigation related expenses.
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·
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Corporate governance expenses, investor relations, director and officer insurance fees and other corporate related professional fees.
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2015
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2014
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|||||||
Selling, General & Administrative Expenses
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||||||||
Compensation
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$ | 1,235 | $ | 636 | ||||
Professional fees (other than legal)
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4,192 | 3,664 | ||||||
Legal fees
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$ | 2,189 | $ | 582 | ||||
Other
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1,644 | 1,482 | ||||||
Total selling, general & administrative expenses
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$ | 9,260 | $ | 6,364 |
Year Ended December 31, | ||||||||
2015
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2014
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|||||||
Revenue
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$ | 142,713 | $ | 193,757 | ||||
Cost of sales
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66,684 | 89,101 | ||||||
Route expenses
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37,599 | 50,595 | ||||||
Selling, general and administrative
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46,538 | 62,905 | ||||||
Depreciation and amortization
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13,494 | 21,216 | ||||||
Impairments
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22,807 | 8,810 | ||||||
Loss on Sale Transaction
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2,615 | - | ||||||
Other (income) expenses, net
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(717 | ) | 1,529 | |||||
Loss from discontinued operations
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(46,307 | ) | (40,399 | ) | ||||
Income tax benefit
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43 | 89 | ||||||
Net loss from discontinued operations
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$ | (46,264 | ) | $ | (40,310 | ) |
·
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Local office and field management support costs that are related to field operations. These costs include compensation, occupancy expense and other general and administrative expenses.
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·
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Selling expenses which include compensation and commissions for local sales representatives and corporate account representatives.
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·
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Marketing expenses.
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·
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Information technology, human resource, accounting, purchasing and other support costs.
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2015
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2014
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|||||||
(In thousands) | ||||||||
Net cash used in operating activities of continuing operations
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$ | (10,306 | ) | $ | (4,689 | ) | ||
Net cash used in by investing activities of continuing operations
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(345 | ) | - | |||||
Net cash used in financing activities of continuing operations
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(2,867 | ) | (4,235 | ) | ||||
Net decrease in cash and cash equivalents from continuing operations
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$ | (13,518 | ) | $ | (8,924 | ) |
2015
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2014
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|||||||
(In thousands) | ||||||||
Net cash used in operating activities of discontinued operations
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$ | (6,635 | ) | $ | (3,764 | ) | ||
Net cash provided by (used in) investing activities of discontinued operations
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38,177 | (1,544 | ) | |||||
Net cash used in financing activities of discontinued operations
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(29 | ) | - | |||||
Net increase (decrease) in cash and cash equivalents from discontinued operations
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$ | 31,513 | $ | (5,308 | ) |
·
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Our stockholders will not be able to buy or sell shares of our common stock after we close our stock transfer books on the Final Record Date (as defined below).
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·
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Following the Sale Transaction, we have no remaining operating assets and we need to significantly reduce our corporate and administrative expenses.
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·
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We will continue to incur the expenses of complying with public company reporting requirements.
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·
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The Board of Directors may, in its sole discretion, abandon the Plan of Dissolution or may amend or modify the Plan of Dissolution to the extent permitted by Delaware law without the necessity of further stockholder approval.
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·
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We cannot predict the timing of any distributions to stockholders.
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·
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We cannot estimate the amount of distributions, if any, to be made to our stockholders.
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·
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The Internal Revenue Service may not treat distributions to our stockholders, if any distributions are made, as distributions in complete liquidation as such term is described in Section 346(a) of the Internal Revenue Code or may not treat a liquidating trust, if one is used, as a "liquidating trust" for U.S. federal income tax purposes.
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·
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Our stockholders may be liable to our creditors for part or all of the amount received from us in our liquidating distributions if reserves are inadequate.
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·
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We have identified material weaknesses in our internal control over financial reporting and we may be unable to develop, implement and maintain appropriate controls in future periods. If the material weaknesses are not remediated, then they could result in material misstatements to the financial statements.
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·
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We are and may in the future be subject to legal proceedings, the outcome of which are uncertain, and resolutions adverse to us could negatively affect our earnings, financial condition and cash flows.
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·
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Insurance policies may not cover all ongoing risks and a casualty loss beyond the limits of our coverage could adversely impact our cash position.
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·
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Our stock price has been and may in the future be volatile, which could cause purchasers of our common stock to incur substantial losses.
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·
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Certain stockholders may exert significant influence over any corporate action requiring stockholder approval.
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·
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Provisions of Delaware law and our organizational documents may delay or prevent an acquisition of our Company, even if the acquisition would be beneficial to our stockholders.
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
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ITEM 9A.
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CONTROLS AND PROCEDURES.
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·
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We did not maintain an effective control environment as we lacked sufficient oversight of activities related to our internal control over financial reporting. In addition, we did not have a sufficient structure in place to identify and evaluate gaps in the knowledge and technical experience of the accounting personnel responsible for the implementation and execution of our control environment.
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·
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We did not maintain effective controls over certain control activities. Specifically, the following individual material weaknesses were identified in connection with our control activities:
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·
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We did not implement effective controls to properly account for the sale, disposal and movement of dish machines at customer locations and our own facilities.
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·
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We did not implement effective controls to accurately and completely evaluate and calculate our allowance for doubtful accounts.
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·
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We did not implement effective controls to properly identify, analyze, and account for non-routine transactions reflected in the financial statements.
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·
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We did not develop and implement an overall financial reporting review process that encompassed all significant financial statement accounts or contained an appropriate level of precision.
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·
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We did not design, implement and maintain effective controls over the corporate review of significant journal entries processed at our field-level locations, which represent a significant portion of our business, to ensure that these entries were appropriate in nature and correct.
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·
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We did not maintain effective controls over user security and program change management for the information technology systems and accounting software at the field-level locations.
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·
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We did not maintain effective controls to ensure the timely preparation of financial records sufficient to allow management adequate time to prevent or detect and correct material misstatements and to fulfill its other control activity responsibilities.
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·
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We did not maintain effective information and communication controls to generate relevant and quality information for use in the financial reporting close process.
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·
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We did not maintain effective monitoring controls sufficient to ascertain whether key components of internal control were present and functioning.
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·
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We did not maintain effective monitoring controls to communicate the deficiencies in our internal control over financial reporting to our board of directors in sufficient time to allow them to take corrective action.
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●
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The Company will continue to focus on emphasizing financial reporting responsibilities and accountability for implementing and maintaining effective internal control over financial reporting.
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●
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The Company will continue to put in place controls to properly identify, analyze and account for non-routine transactions and will use the appropriate level of oversight to ensure the transactions are reflected accurately and timely in the financial statements.
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●
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The Company will perform a comprehensive review to re-evaluate our activities related to internal control over financial reporting, including monitoring controls related to the operating effectiveness, timeliness and communication of certain control activities.
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ITEM 9B.
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OTHER INFORMATION
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Nominee
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Age
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Current Position with Swisher Hygiene
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Director Since
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||||||
Joseph Burke
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58
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Director
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2014
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||||||
Richard L. Handley
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68
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Chairman of the Board
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2012
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||||||
William M. Pierce
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64
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Director, President and Chief Executive Officer
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2013
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||||||
William D. Pruitt
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75
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Director
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2011
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||||||
David Prussky
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58
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Director
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2010
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(1)
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(1)
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On November 2, 2010, Swisher International, Inc. completed a merger with Swisher Hygiene (formerly CoolBrands International, Inc. (“CoolBrands”)) (the “Merger”). Mr. Prussky served an initial term as a director of CoolBrands from 1994 to 1998 and rejoined the CoolBrands board of directors in February 2010
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Name and
Principal Position
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Year
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Salary
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Bonus
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Stock Awards
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Option
Awards (1)
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Nonequity Incentive Plan Compensation
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Nonqualified Deferred Compensation Earnings
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All Other Compensation
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Total
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||||||||||||||||||||||||
William M. Pierce
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2015
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$ | 416,805 | - | $ | - | $ | - | - | $ | - | $ | 89,717 | (2) | $ | 506,522 | |||||||||||||||||
President and Chief Executive Officer (6)
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2014
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150,000 | - | - | 44,235 | - | - | 61,836 | (3) | 256,071 | |||||||||||||||||||||||
William T. Nanovsky
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2015
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$ | 282,796 | - | $ | - | $ | - | - | $ | - | $ | 97,065 | (4) | 379,861 | ||||||||||||||||||
Senior Vice President and Chief Financial Officer (7)
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2014
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270,000 | - | - | 26,541 | - | - | 81,594 | (5) | 378,135 | |||||||||||||||||||||||
Blake W. Thompson
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2015
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232,692 | - | - | - | - | - | - | 232,692 | ||||||||||||||||||||||||
Senior Vice President and Chief Operating Officer (8)
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2014
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275,000 | - | - | 29,490 | - | - | - | 304,490 |
(1)
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Represents stock options granted under the Stock Incentive Plan. Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. In determining the grant date fair value for 2014 stock options, we used the Black-Scholes option pricing model, and took into account the $4.04 closing price of our common stock on the date previous to the grant, the $4.04 exercise price, the six year assumed period over which the stock options will be outstanding, a 32.7% volatility rate, and a 1.9% - 2.0% risk free rate.
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(2)
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Includes (i) $40,628 for expenses related to use of a corporate apartment, (ii) $33,041 for expenses related to travel between North Carolina and Florida and (iii) $16,048 of unused time off. This table does not include the cash payment of $6,897 paid to Mr. Pierce on January 15, 2016 in connection with the cancellation of 6,569 restricted stock units on November 5, 2016.
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(3)
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Includes (i) $36,388 for expenses related to use of a corporate apartment and (ii) $25,448 for expenses related to travel between North Carolina and Florida.
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(4)
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Includes (i) $30,962 of fees paid to the SCA Group pursuant to the Executive Services Agreement, (ii) $29,550 for expenses related to use of a corporate apartment, (iii) $30,568 for expenses related to travel between North Carolina and Florida, (iv) $1,250 in phone allowance and (v) $6,231 of unused paid time off. For a discussion of the Executive Services Agreement, see the “Related Party Transactions” section.
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(5)
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Includes (i) $30,000 of fees paid to the SCA Group pursuant to the Executive Services Agreement, (ii) the $2,949 grant date fair value of a warrant to purchase 2,000 shares of common stock at an exercise price of $4.04 granted to the SCA Group (iii) $28,600 for expenses related to use of a corporate apartment, (iv) $18,545 for expenses related to travel between North Carolina and Florida and (v) $1,500 in phone allowance. For a discussion of the Executive Services Agreement, see the “Related Party Transactions” section.
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(6)
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Mr. Pierce was appointed as President and Chief Executive Officer of the Company on September 10, 2013.
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(7)
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Mr. Nanovsky has served as Interim Senior Vice President and Chief Financial Officer or Senior Vice President and Chief Financial Officer of the Company since September 24, 2012.
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(8)
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Mr. Thompson was appointed Senior Vice President and Chief Operating Officer of the Company on August 9, 2013. In connection with the Sale Transaction, Mr. Thompson resigned as Senior Vice President and Chief Operating Officer, effective November 2, 2015.
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Option Awards (1)
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Stock Awards
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|||||||||||||||||||||
Name
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Number of
Securities
Underlying
Unexercised
Options
Exercisable
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Number of
Securities
Underlying
Unexercised
Options Unexercisable
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Option
Grant Date
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Option Exercise Price
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Option Expiration Date
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Number of
Shares or
Units of
Stock That Have Not Vested
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Market
Value of
Shares or
Units of Stock
That Have
Not Vested
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|||||||||||||||
William M. Pierce
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30,000
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-
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8/8/2014
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$
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4.04
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8/7/2024
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-
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$
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-
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|||||||||||||
William T. Nanovsky (2)
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18,000
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-
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8/8/2014
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$
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4.04
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8/7/2024
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-
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$
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-
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|||||||||||||
13,500
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-
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6/11/2013
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$
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9.30
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6/10/2023
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-
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$
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-
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||||||||||||||
Blake W. Thompson
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20,000
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-
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8/8/2014
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$
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4.04
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8/7/2024
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-
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$
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-
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|||||||||||||
29,527
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-
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6/26/2012
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$
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25.40
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6/25/2022
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-
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$
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-
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||||||||||||||
15,000
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-
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8/15/2013
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$
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8.10
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8/14/2023
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-
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$
|
-
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(1)
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Represents stock options granted under the Stock Incentive Plan, which originally vested in four annual installments starting on the first anniversary of the grant date. In connection with the Sale Transaction, all outstanding options vested on November 1, 2015 and were subsequently cancelled on February 2, 2016.
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(2)
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Does not include warrants to purchase 2,000 shares of common stock with an exercise price of $4.04 and 1,500 shares of common stock with an exercise price of $9.30 granted to the SCA Group. In connection with the Sale Transaction, these warrants and options vested on November 1, 2015 and were subsequently cancelled on February 2, 2016.
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·
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an annual fee of $60,000, paid quarterly on a calendar year basis;
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·
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an annual committee chairman fee of $10,000, paid quarterly on a calendar year basis to the Chairman of each of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee;
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·
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a per Board meeting fee of $1,500, paid quarterly in arrears on a calendar year basis;
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·
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a per committee meeting fee of $1,500, paid quarterly in arrears on a calendar year basis;
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·
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an annual grant of $35,000 in restricted stock units, paid on the first day of the month following our annual meeting of stockholders (the “Annual Grant”); except that during 2015 the Compensation Committee recommended and the Board approved the replacement of the Annual Grant with a one-time cash payment of $20,000; and
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·
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a one-time grant of $25,000 in restricted stock units, paid to each non-employee director upon their election or appointment to the Board.
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Name
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Fees Earned or
Paid in Cash
|
Stock
Awards (2)
|
Option Awards
|
Non-Equity Incentive Plan Compensation
|
Nonqualified Deferred Compensation Earnings
|
All Other
Compensation
|
Total
|
|||||||||||||||||||||
Joseph Burke
|
$ | 102,500 | $ | - | - | - | - | - | $ | 102,500 | ||||||||||||||||||
Richard L. Handley
|
$ | 111,500 | $ | - | - | - | - | 100,000 | (3) | $ | 211,500 | |||||||||||||||||
Harris W. Hudson (1)
|
$ | - | $ | - | - | - | - | - | $ | - | ||||||||||||||||||
William D. Pruitt
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$ | 115,500 | $ | - | - | - | - | - | $ | 115,500 | ||||||||||||||||||
David Prussky
|
$ | 102,500 | $ | - | - | - | - | - | $ | 102,500 |
(1)
|
Mr. Hudson did not stand for re-election at the 2015 Annual Meeting of Stockholders held on October 15, 2015. During 2015, Mr. Hudson was on an indeterminate medical leave and unable to attend regularly scheduled meetings, and declined to accept board fees.
|
(2)
|
In connection with the Sale Transaction, all outstanding restricted stock units were cancelled on November 5, 2015 and the holders received $1.05 per share. On January 15, 2016, the directors received the cash payment set forth below in connection with the restricted share unit cancellations.
|
Name
|
Restricted
Stock Units
|
Aggregate Payment
|
||||||
Joseph Burke
|
16,037 | 16,839 | ||||||
Richard L. Handley
|
16,028 | 16,829 | ||||||
William M. Pierce
|
6,569 | 6,897 | ||||||
William D. Pruitt
|
15,477 | 16,251 | ||||||
David Prussky
|
15,455 | 16,228 |
(3)
|
On November 6, 2016, the Board of Directors granted Mr. Handley a bonus of $100,000 in recognition of time committed and accomplishments achieved on behalf of the Company during the year.
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Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent of
Class (1)
|
||||||
Directors and Executive Officers:
|
||||||||
Joseph Burke
|
- | - | ||||||
Richard L. Handley
|
57,790 | (2) | * | |||||
William T. Nanovsky
|
- | - | ||||||
William M. Pierce
|
57,790 | (2) | * | |||||
William D. Pruitt
|
243 | * | ||||||
David Prussky
|
24,300 | (3) | * | |||||
Blake W. Thompson
|
15,500 | * | ||||||
Directors and Executive Officers as a group (6 persons)
|
140,123 | * | ||||||
5% or Greater Stockholders
|
||||||||
H. Wayne Huizenga
|
2,420,779 | (4) | 13.7 | % | ||||
Steven R. Berrard
|
2,500,531 | (5) (2) | 14.1 | % | ||||
Poplar Point Capital Partners LP
|
1,358,103 | (6) | 7.7 | % | ||||
Richard H. Watson
|
1,128,226 | (7) | 6.4 | % |
(1)
|
Based on 17,675,220 shares of our common stock outstanding as of March 4, 2016.
|
(2)
|
The shares of common stock held by these executive officers and director have been pledged to H. Wayne Huizenga as security for certain obligations owing pursuant to stock pledge and security agreements by each executive officer and director for the benefit of Mr. Huizenga.
|
(3)
|
Consists of 21,000 shares of common stock held by Mr. Prussky and 3,300 shares of common stock held by Mr. Prussky's spouse, Erica Prussky.
|
(4)
|
Consists of 2,420,779 shares of common stock held by Mr. Huizenga. Mr. Huizenga is the Chairman of the Board of Directors of Huizenga Holdings, Inc. The business address of Huizenga Holdings, Inc. is 450 E. Las Olas Blvd., Suite 1500, Fort Lauderdale, Florida 33301.
|
(5)
|
Consists of 2,500,531 shares of common stock held by Mr. Berrard. Mr. Berrard's address is 4521 Sharon Road, Suite 370, Charlotte, North Carolina 28211.
|
(6)
|
Based on a Schedule 13G/A filed with the SEC on January 29, 2016. The reporting person’s address is c/o Poplar Point Capital Management LLC, 840 Hinckley Road, Suite 250, Burlingame, California 94010.
|
(7)
|
Based on a Schedule 13G filed with the SEC on August 31, 2015. Mr. Watson beneficially owns 1,128,226 shares of common stock, including 614,143 shares held by PWE, LLC and 514,083 shares held by Hart Acquisitions, LLC, each an entity controlled by Mr. Watson. Mr. Watson’s address is 1193 Seven Oaks Road, Waynesboro, Georgia 30830.
|
Plan Category
|
Number of securities
to be issued upon exercise
of outstanding options,
warrants and rights
|
Weighted average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available
for future issuance
|
|||||||||
Equity compensation plans approved by stockholders
|
487,213
|
(1)
|
$
|
13.45
|
352,686
|
|||||||
Equity compensation plans not approved by stockholders
|
-
|
-
|
-
|
|||||||||
Total
|
487,213
|
$
|
13.45
|
352,686
|
(1)
|
Includes 487,213 options to purchase shares of our common stock at a weighted average price of $13.45 per share and zero restricted stock units. In connection with the Sale Transaction, all outstanding restricted stock units were cancelled on November 5, 2015 and the holders received $1.05 per share in cash. Also in connection with the Sale Transaction, all outstanding stock options vested on November 1, 2015 and were subsequently cancelled on February 2, 2016.
|
2015
|
2014
|
|||||||
Audit Fees
|
$
|
914,000
|
$
|
1,288,000
|
||||
Tax Fees
|
90,000
|
125,000
|
||||||
All Other Fees (1)
|
1,663,000
|
419,000
|
||||||
Total
|
$
|
2,667,000
|
$
|
1,832,000
|
(1)
|
These amounts relate to costs incurred by BDO associated with certain government agencies' ongoing inquiries and request for information related to the Company.
|
Exhibit Number
|
Description
|
|
2.1
|
Agreement and Plan of Merger, dated February 13, 2011. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on February 17, 2011).
|
|
2.2
|
Amendment to Agreement and Plan of Merger, dated as of February 28, 2011, by and among Swisher Hygiene Inc., SWSH Merger Sub, Inc., Choice Environmental Services, Inc., and the other parties set forth therein. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on March 4, 2011).
|
|
2.3
|
Stock Purchase Agreement, dated November 15, 2012, by and between Swisher Hygiene Inc. and Waste Services of Florida, Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2012 and schedules and similar attachments of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company undertakes to furnish on a supplemental basis a copy of any omitted schedules and similar attachments to the Securities and Exchange Commission upon request).
|
|
2.4
|
Stock Purchase Agreement, dated August 12, 2015, by and between Swisher Hygiene Inc. and Ecolab Inc. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 13, 2015, and incorporated herein by reference).
|
|
3.1
|
Certificate of Corporate Domestication of CoolBrands International Inc., dated November 1, 2010. (1)
|
|
3.2
|
Amended and Restated Certificate of Incorporation of Swisher Hygiene Inc. (2)
|
|
3.3
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Swisher Hygiene Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2014).
|
|
3.4
|
Bylaws of Swisher Hygiene Inc. (1)
|
|
10.1
|
Promissory Note, dated May 26, 2010, as amended, in the principal amount of $21,445,000 to Royal Palm Mortgage Group, LLC. (1)
|
|
10.2
|
Promissory Note, dated August 9, 2010, in the principal amount of $2,000,000 to Royal Palm Mortgage Group, LLC. (1)
|
|
10.3
|
Promissory Note, dated August 9, 2010, in the principal amount of $1,500,000 to Royal Palm Mortgage Group, LLC. (1)
|
|
10.4
|
Credit Agreement among Swisher Hygiene, Inc., the lenders named therein and Wells Fargo Bank, National Association, dated March 30, 2011 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2011).
|
|
10.5
|
Pledge and Security Agreement by Swisher Hygiene Inc., certain subsidiaries of Swisher Hygiene, Inc. named therein, and Wells Fargo Bank, National Association, dated March 30, 2011 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2011 and portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment).
|
|
10.6
|
Guaranty Agreement by certain subsidiaries of Swisher Hygiene Inc. and Guaranteed Parties named therein, dated March 30, 2011 (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2011).
|
10.7
|
CoolBrands International Inc. 2002 Stock Option Plan. (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8, filed on February 14, 2011). †
|
|
10.8
|
Omnibus Amendment Agreement, effective as of February 28, 2011, by and between Swisher International, Inc. HB Service, LLC and Wells Fargo Bank, National Association. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 4, 2011).
|
|
10.9
|
Amended and Restated Swisher Hygiene Inc. 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 9, 2011).* †
|
|
10.10
|
Swisher Hygiene Inc. Senior Executive Officers Performance Incentive Bonus Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 10, 2011).* †
|
|
10.11
|
Employment and Non-Compete Agreement of Michael Kipp (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 10, 2011).* †
|
|
10.12
|
First Amendment to Credit Agreement and Pledge and Security Agreement, dated August 12, 2011, by and between Swisher Hygiene Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 18, 2011).
|
|
10.13
|
General Electric Capital Corporation Loan Commitment Letter, dated August 12, 2011 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2011).
|
|
10.14
|
Master Loan and Security Agreement, dated August 12, 2011, by and between General Electric Capital Corporation and Choice Environmental Services, Inc. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2011).
|
|
10.15
|
Amendment to Master Loan and Security Agreement, dated August 12, 2011, by and between General Electric Capital Corporation and Choice Environmental Services, Inc. (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2011).
|
|
10.16
|
Wells Fargo Equipment Finance, Inc. Loan Commitment Letter dated August 12, 2011 (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2011).
|
|
10.17
|
Master Loan and Security Agreement dated August 12, 2011, by and between Wells Fargo Equipment Finance, Inc. and Choice Environmental Services, Inc. (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2011).
|
|
10.18
|
Automotive Rentals, Inc. Vehicle Lease Financing Proposal, dated August 12, 2011 (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2011).
|
|
10.19
|
Second Amendment to Credit Agreement by and among Swisher Hygiene, Inc., the Subsidiary Guarantors party thereto, the Required Lenders, and Wells Fargo Bank, National Association, dated April 12, 2012 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2012).
|
|
10.20
|
Third Amendment to Credit Agreement by and among Swisher Hygiene, Inc., the Subsidiary Guarantors party thereto, the Required Lenders, and Wells Fargo Bank, National Association, dated May 15, 2012 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2012).
|
|
10.21
|
Fourth Amendment to Credit Agreement by and among Swisher Hygiene, Inc., the Subsidiary Guarantors party thereto, the Required Lenders, and Wells Fargo Bank, National Association, dated May 30, 2012 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2012).
|
|
10.22
|
Fifth Amendment to Credit Agreement by and among Swisher Hygiene, Inc., the Subsidiary Guarantors party thereto, the Required Lenders, and Wells Fargo Bank, National Association, dated June 28, 2012 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2012).
|
|
10.23
|
Sixth Amendment to Credit Agreement by and among Swisher Hygiene, Inc., the Subsidiary Guarantors party thereto, the Required Lenders, and Wells Fargo Bank, National Association, dated July 30, 2012 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2012).
|
10.24
|
Seventh Amendment to Credit Agreement and Pledge and Security Agreement by and among Swisher Hygiene, Inc., the Subsidiary Guarantors party thereto, the Required Lenders, and Wells Fargo Bank, National Association, dated August 31, 2012 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2012 and portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment).
|
|
10.25
|
Eighth Amendment to Credit Agreement by and among Swisher Hygiene, Inc., the Subsidiary Guarantors party thereto, the Required Lenders, and Wells Fargo Bank, National Association, dated September 27, 2012 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 27, 2012).
|
|
10.26
|
Ninth Amendment to Credit Agreement by and among Swisher Hygiene, Inc., the Subsidiary Guarantors party thereto, the Required Lenders, and Wells Fargo Bank, National Association, dated October 31, 2012 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2012).
|
|
10.27
|
Employment Letter, dated June 1, 2012, by and between Swisher Hygiene, Inc. and Brian Krass (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed with the Securities and Exchange Commission on March 15, 2013). †
|
|
10.28
|
Interim Services Agreement, effective September 24, 2012, between Swisher Hygiene Inc. and SCA Group, LLC (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2012, filed with the Securities and Exchange Commission on March 18, 2013). †
|
|
10.29
|
Consulting Agreement and Release between Steven R. Berrard and Swisher International, Inc., effective October 26, 2012 (incorporated by reference to Exhibit 10.56 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on May 1, 2013). †
|
|
10.30
|
Separation Agreement and Release between Hugh Cooper and Swisher International Inc., dated November 15, 2012 (incorporated by reference to Exhibit 10.57 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on May 1, 2013). †
|
|
10.31
|
Executive Services Agreement, effective June 9, 2013, between Swisher Hygiene Inc. and The SCA Group, LLC (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2013, filed with the Securities and Exchange Commission on August 9, 2013). †
|
|
10.32
|
Employment Agreement, dated October 16, 2013, between Swisher Hygiene Inc. and William M. Pierce. †
|
|
10.33
|
Employment Agreement, dated October 16, 2013, between Swisher Hygiene Inc. and Thomas C. Byrne. †
|
|
10.34
|
Separation Agreement and Release between Swisher Hygiene Inc. and Thomas E. Aucamp, dated March 7, 2014 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the Securities and Exchange Commission on May 12, 2014). †
|
|
10.35
|
Amendment No. 1 to the Employment Agreement between Swisher Hygiene Inc. and Thomas C. Byrne, dated July 14, 2014 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014). †
|
|
10.36
|
Amendment to Employment Agreement by and between Swisher Hygiene Inc. and William M. Pierce, dated August 8, 2014 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014). †
|
|
10.37
|
Loan and Security Agreement by and among Swisher Hygiene Inc., as Guarantor, the Borrowers listed thereto and Siena Lending Group LLC, as Lender, dated August 29, 2014 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 3, 2014). (Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment).
|
|
10.38
|
Second Amendment to Employment Agreement by and between Swisher Hygiene Inc. and William M. Pierce, dated January 31, 2015. †
|
|
10.39
|
Letter Agreement, dated as of March 25, 2015, by and among Siena Lending Group LLC and the Borrowers listed thereto.
|
10.40
|
Second Amendment to Employment Agreement by and between Swisher Hygiene Inc. and William M. Pierce, dated January 31, 2015 (incorporated by reference to Exhibit 10.38 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on April 1, 2015). †
|
|
10.41
|
Letter Agreement, dated as of March 25, 2015, by and among Siena Lending Group LLC and the Borrowers listed thereto (incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on April 1, 2015).
|
|
10.42
|
Waiver letter, dated May 11, 2015 by Siena Lending Group LLC (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the Securities and Exchange Commission on May 11, 2015).
|
|
10.43
|
Deferred Prosecution Agreement, dated October 7, 2015, by and between the United States of America and Swisher Hygiene Inc.
|
|
21.1
|
Subsidiaries of Swisher Hygiene Inc.
|
|
31.1
|
Section 302 Certification of Chief Executive Officer.
|
|
31.2
|
Section 302 Certification of Chief Financial Officer.
|
|
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
101.INS
|
XBRL Instance Document.
|
|
101.SCH
|
XBRL Taxonomy Extension Schema.
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase.
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase.
|
(1)
|
Registration Statement on Form 10, filed with the Securities and Exchange Commission on November 9, 2010.
|
(2)
|
Registration Statement on Form S-8, filed with the Security and Exchange Commission on May 9, 2011.
|
*
|
Furnished herewith.
|
†
|
Management contracts or compensatory plans, contracts, or arrangements.
|
SWISHER HYGIENE INC.
(Registrant)
|
|||
Dated: March 15, 2016
|
By:
|
/s/ William M. Pierce
|
|
William M. Pierce
|
|||
President and Chief Executive Officer
(Principal Executive Officer)
|
Signature
|
Title
|
Date
|
||
/s/ William M. Pierce
|
President, Chief Executive Officer, and Director
|
March 15, 2016
|
||
William M. Pierce
|
(Principal Executive Officer)
|
|||
/s/ William T. Nanovsky
|
Senior Vice President, Chief Financial Officer and Secretary
|
March 15, 2016
|
||
William T. Nanovsky
|
(Principal Financial Officer and Principal Accounting Officer)
|
|||
/s/ Richard L. Handley
|
Chairman of the Board
|
March 15, 2016
|
||
Richard L. Handley
|
||||
/s/ Joseph Burke
|
Director
|
March 15, 2016
|
||
Joseph Burke
|
/s/ William D. Pruitt
|
Director
|
March 15, 2016
|
||
William D. Pruitt
|
||||
/s/ M. David Prussky
|
Director
|
March 15, 2016
|
||
M. David Prussky
|
Report of Grant Thornton, LLP, Independent Registered Public Accounting Firm
|
F-2
|
|
Report of BDO USA, LLP, Independent Registered Public Accounting Firm
|
F-3
|
|
Consolidated Balance Sheets
|
F-4
|
|
Consolidated Statements of Operations and Comprehensive Loss
|
F-5
|
|
Consolidated Statements of Equity
|
F-6
|
|
Consolidated Statements of Cash Flows
|
F-7
|
|
Notes to Consolidated Financial Statements
|
F-8
|
2015
|
2014
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 25,228 | $ | - | ||||
Restricted cash
|
318 | - | ||||||
Accounts receivable
|
2,158 | - | ||||||
Other assets
|
1,513 | 911 | ||||||
Current assets of discontinued operations
|
- | 43,790 | ||||||
Total current assets
|
29,217 | 44,701 | ||||||
Property and equipment, net
|
26 | - | ||||||
Other noncurrent assets
|
162 | 203 | ||||||
Noncurrent assets of discontinued operations
|
- | 68,295 | ||||||
Total assets
|
$ | 29,405 | $ | 113,199 | ||||
LIABILITIES AND EQUITY
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$ | 587 | $ | 508 | ||||
Accrued payroll and benefits
|
235 | 576 | ||||||
Accrued expense
|
2,650 | 1,249 | ||||||
Long-term debt and obligations due within one year
|
- | 1,790 | ||||||
Liabilities of discontinued operations
|
- | 21,979 | ||||||
Total current liabilities
|
3,472 | 26,102 | ||||||
Long term debt and obligations
|
- | 1,078 | ||||||
Deferred income taxes
|
- | - | ||||||
Other long term liabilities
|
1,575 | 3,340 | ||||||
Long-term liabilities of discontinued operations
|
- | 1,389 | ||||||
Total noncurrent liabilities
|
1,575 | 5,807 | ||||||
Commitments and contingencies
|
||||||||
Equity
|
||||||||
Preferred stock, par value $0.001, authorized 10,000,000 shares; no shares issued and outstanding at December 31, 2015 and 2014
|
- | - | ||||||
Common stock, par value $0.001, authorized 600,000,000 shares; 17,675,220 shares and 17,612,278 shares issued and outstanding at December 31, 2015 and 2014
|
18 | 18 | ||||||
Additional paid-in capital
|
390,557 | 389,942 | ||||||
Accumulated deficit
|
(364,953 | ) | (307,363 | ) | ||||
Accumulated other comprehensive loss
|
(1,264 | ) | (1,307 | ) | ||||
Total equity
|
24,358 | 81,290 | ||||||
Total liabilities and equity
|
$ | 29,405 | $ | 113,199 |
2015
|
2014
|
|||||||
Revenue
|
$ | - | $ | - | ||||
Costs and expenses
|
||||||||
Selling, general, and administrative expenses
|
9,260 | 6,364 | ||||||
Depreciation and amortization
|
1 | - | ||||||
Total costs and expenses
|
9,261 | 6,364 | ||||||
Other expense, net
|
(2,065 | ) | (134 | ) | ||||
Loss from continuing operations before income taxes
|
(11,326 | ) | (6,498 | ) | ||||
Income tax (expense) benefit
|
- | - | ||||||
Loss from continuing operations
|
(11,326 | ) | (6,498 | ) | ||||
Discontinued operations
|
||||||||
Loss from discontinued operations
|
(46,307 | ) | (40,399 | ) | ||||
Income tax benefit
|
43 | 89 | ||||||
Loss on discontinued operations
|
(46,264 | ) | (40,310 | ) | ||||
Net loss
|
(57,590 | ) | (46,808 | ) | ||||
Comprehensive loss
|
||||||||
Employee benefit plan adjustment, net of tax
|
(82 | ) | (747 | ) | ||||
Foreign currency translation adjustment
|
125 | (31 | ) | |||||
Comprehensive loss
|
$ | (57,547 | ) | $ | (47,586 | ) | ||
Loss per share (1)
|
||||||||
Basic and diluted (Continuing operations)
|
$ | (0.64 | ) | $ | (0.37 | ) | ||
Basic and diluted (Discontinued operations)
|
$ | (2.61 | ) | $ | (2.27 | ) | ||
Basic and diluted
|
$ | (3.25 | ) | $ | (2.64 | ) | ||
Weighted-average common shares used in the computation of loss per share (1)
|
||||||||
Basic and diluted
|
17,741,051 | 17,723,866 |
(1)
|
All outstanding share amounts and computations using such amounts have been retroactively adjusted to reflect the June 3, 2014 one-for-ten reverse stock split.
|
Common Stock (1) |
Additional Paid-in
|
Accumulated
|
Accumulated Other Comprehensive
|
Total
|
||||||||||||||||||||
Shares
|
Amount
|
Capital (1)
|
Deficit
|
(Loss)
|
Equity
|
|||||||||||||||||||
Balance at December 31, 2013
|
17,576,741 | $ | 18 | $ | 388,252 | $ | (260,555 | ) | $ | (529 | ) | $ | 127,186 | |||||||||||
Stock based compensation
|
- | - | 1,740 | - | - | 1,740 | ||||||||||||||||||
Shares withheld related to income taxes on RSUs
|
(10,857 | ) | - | (47 | ) | - | - | (47 | ) | |||||||||||||||
Shares issued in connection with RSU delivery
|
46,394 | - | (3 | ) | - | - | (3 | ) | ||||||||||||||||
Employee benefit plan adjustment, net of tax
|
- | - | - | - | (747 | ) | (747 | ) | ||||||||||||||||
Foreign currency translation adjustment
|
- | - | - | - | (31 | ) | (31 | ) | ||||||||||||||||
Net loss
|
- | - | - | (46,808 | ) | - | (46,808 | ) | ||||||||||||||||
Balance at December 31, 2014
|
17,612,278 | 18 | 389,942 | (307,363 | ) | (1,307 | ) | 81,290 | ||||||||||||||||
Stock based compensation
|
- | - | 704 | - | - | 704 | ||||||||||||||||||
Accelerated vesting of RSUs
|
- | - | (73 | ) | - | - | (73 | ) | ||||||||||||||||
Payout in lieu of issuing RSUs
|
- | - | (12 | ) | - | - | (12 | ) | ||||||||||||||||
Shares issued in connection with RSU delivery
|
62,942 | - | (4 | ) | - | - | (4 | ) | ||||||||||||||||
Employee benefit plan adjustment, net of tax
|
- | - | - | - | (82 | ) | (82 | ) | ||||||||||||||||
Foreign currency translation adjustment
|
- | - | - | - | 125 | 125 | ||||||||||||||||||
Net loss
|
- | - | - | (57,590 | ) | - | (57,590 | ) | ||||||||||||||||
Balance at December 31, 2015
|
17,675,220 | 18 | 390,557 | (364,953 | ) | (1,264 | ) | 24,358 |
(1)
|
All outstanding share amounts and computations using such amounts have been retroactively adjusted to reflect the June 3, 2014 one-for-ten reverse stock split.
|
2015
|
2014
|
|||||||
Operating activities
|
||||||||
Net loss
|
$ | (57,590 | ) | $ | (46,808 | ) | ||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||
Net loss from discontinued operations, net of tax
|
46,264 | 40,310 | ||||||
Depreciation and amortization
|
1 | - | ||||||
Accounts receivable
|
2,249 | - | ||||||
Accounts payable, accrued expense and other current liabilities
|
(669 | ) | 1,803 | |||||
Other assets and non-current assets
|
(561 | ) | 6 | |||||
Net cash used in operating activities of continuing operations
|
(10,306 | ) | (4,689 | ) | ||||
Net cash used in operating activities of discontinued operations
|
(6,635 | ) | (3,764 | ) | ||||
Cash used in operating activities
|
(16,941 | ) | (8,453 | ) | ||||
Investing activities
|
||||||||
Purchases of property and equipment
|
(27 | ) | - | |||||
Restricted cash
|
(318 | ) | - | |||||
Net cash used in investing activities of continuing operations
|
(345 | ) | - | |||||
Net cash provided by (used in) investing activities of discontinued operations
|
38,177 | (1,544 | ) | |||||
Cash provided by (used in) investing activities
|
37,832 | (1,544 | ) | |||||
Financing activities
|
||||||||
Principal payments on debt
|
(2,867 | ) | (5,282 | ) | ||||
Proceeds from debt issuances
|
- | 1,097 | ||||||
Proceeds from line of credit, net of issuance costs
|
40,485 | - | ||||||
Payments on line of credit
|
(40,485 | ) | - | |||||
Taxes paid related to income tax withheld on settlement of equity awards
|
- | (50 | ) | |||||
Net cash used in financing activities of continuing operations
|
(2,867 | ) | (4,235 | ) | ||||
Net cash used in financing activities of discontinued operations
|
(29 | ) | - | |||||
Cash used in financing activities
|
(2,896 | ) | (4,235 | ) | ||||
Net increase (decrease) in cash and cash equivalents
|
17,995 | (14,232 | ) | |||||
Cash and cash equivalents at the beginning of the period (1)
|
7,233 | 21,465 | ||||||
Cash and cash equivalents at the end of the period (1)
|
$ | 25,228 | $ | 7,233 | ||||
Supplemental Cash Flow Information
|
||||||||
Cash paid for interest (including discontinued operations)
|
$ | 351 | $ | 150 | ||||
Cash received for interest (including discontinued operations)
|
$ | - | $ | 9 | ||||
Cash paid for income taxes (including discontinued operations)
|
$ | 19 | $ | 51 | ||||
Proceeds on note payable related to insurance financing
|
$ | 1,789 | $ | 1,097 | ||||
Payments on note payable related to insurance financing
|
$ | 2,559 | $ | - |
(1)
|
The December 31, 2014 cash is included in current assets of discontinued operations in the consolidated balance sheet.
|
Years
|
|||
Items in service
|
2 – 7 | ||
Equipment, laundry facility equipment and furniture
|
3 - 20 | ||
Vehicles
|
5 | ||
Computer equipment
|
3 | ||
Computer software
|
3 - 7 | ||
Building and leasehold improvements
|
1 - 40 |
December 31,
|
||||
Assets of discontinued operations
|
2014
|
|||
Current assets:
|
||||
Cash and cash equivalents
|
$ | 7,233 | ||
Restricted cash
|
231 | |||
Accounts receivable
|
18,751 | |||
Inventory
|
15,426 | |||
Deferred tax asset
|
534 | |||
Other current assets
|
1,615 | |||
Total current assets
|
43,790 | |||
Property and equipment
|
37,037 | |||
Intangibles
|
29,446 | |||
Other noncurrent assets
|
1,812 | |||
Total noncurrent assets
|
68,295 | |||
Total Assets
|
$ | 112,085 |
Liabilities of discontinued operations
|
||||
Current liabilities:
|
||||
Accounts payable
|
$ | 13,119 | ||
Accrued payroll and benefits
|
2,893 | |||
Accrued expenses
|
5,873 | |||
Short term obligations
|
94 | |||
Total current liabilities
|
21,979 | |||
Deferred tax liabilities
|
558 | |||
Long term obligations
|
107 | |||
Other long term liabilities
|
724 | |||
Total noncurrent liabilities
|
1,389 | |||
Total liabilities
|
$ | 23,368 |
Year Ended December 31, | ||||||||
2015
|
2014
|
|||||||
Revenue
|
$ | 142,713 | $ | 193,757 | ||||
Cost of sales
|
66,684 | 89,101 | ||||||
Route expense
|
37,599 | 50,595 | ||||||
Selling, general and administrative
|
46,538 | 62,905 | ||||||
Depreciation and amortization
|
13,494 | 21,216 | ||||||
Impairments
|
22,807 | 8,810 | ||||||
Loss on Sale Transaction
|
2,615 | - | ||||||
Other (income) expenses, net
|
(717 | ) | 1,529 | |||||
Loss from discontinued operations
|
(46,307 | ) | (40,399 | ) | ||||
Income tax benefit
|
43 | 89 | ||||||
Net loss from discontinued operations
|
$ | (46,264 | ) | $ | (40,310 | ) |
2014
|
||||
Gross balance- beginning
|
$
|
5,821
|
||
Impairment loss
|
(5,821
|
)
|
||
Net balance – ending
|
$
|
-
|
Weighted-average Amortization
Period (Years)
|
Gross
Carrying
Amount
|
AccCumulated Amortization
|
Net Book
Value
|
|||||||||||||
At December 31, 2014
|
||||||||||||||||
Customer relationships
|
8.9 | $ | 50,635 | $ | (27,838 | ) | $ | 22,797 | ||||||||
Non-compete agreements
|
4 | 9,098 | (8,032 | ) | 1,066 | |||||||||||
Formulas
|
20 | 4,544 | (772 | ) | 3,772 | |||||||||||
Trademarks/Trade names
|
(A)
|
2,151 | (340 | ) | 1,811 | |||||||||||
Total
|
$ | 66,428 | $ | (36,982 | ) | $ | 29,446 |
December 31,
|
||||
2014
|
||||
Finished goods
|
$ | 12,285 | ||
Raw materials
|
2,781 | |||
Work in process
|
360 | |||
Total
|
$ | 15,426 |
December 31, | ||||||||
2015
|
2014
|
|||||||
Items in service
|
$ | - | $ | 48,928 | ||||
Equipment, laundry facility equipment and furniture
|
- | 10,276 | ||||||
Vehicles
|
- | 2,380 | ||||||
Computer equipment
|
- | 2,312 | ||||||
Computer software
|
27 | 7,378 | ||||||
Building and leasehold improvements
|
- | 6,191 | ||||||
27 | 77,465 | |||||||
Less accumulated depreciation and amortization
|
(1 | ) | (40,428 | ) | ||||
Property and equipment, net
|
$ | 26 | $ | 37,037 |
December 31, 2014
|
||||||||
Continuing Operations
|
Discontinued Operations
|
|||||||
Notes payable
|
$ | 1,193 | $ | - | ||||
Convertible promissory notes, 4.0%: maturing at various dates through 2016
|
832 | - | ||||||
Capitalized lease obligations and other financing
|
843 | 201 | ||||||
Total debt and obligations
|
2,868 | 201 | ||||||
Long-term debt and obligations due within one year
|
(1,790 | ) | (94 | ) | ||||
Long-term debt and obligations
|
$ | 1,078 | $ | 107 |
|
2015
|
2014
|
||||||
Domestic
|
$ | (11,326 | ) | $ | (6,498 | ) | ||
Net loss from continuing operations before income taxes
|
$ | (11,326 | ) | $ | (6,498 | ) |
|
2015
|
2014
|
||||||
Domestic
|
$ | (45,441 | ) | $ | (35,959 | ) | ||
Foreign
|
(866 | ) | (4,440 | ) | ||||
Net loss from discontinued operations before income taxes
|
$ | (46,307 | ) | $ | (40,399 | ) |
|
2015
|
2014
|
||||||
Current Federal, state and foreign
|
$ | (19 | ) | $ | 2 | |||
Deferred:
|
||||||||
Federal and state
|
(24 | ) | 13 | |||||
Foreign
|
- | (104 | ) | |||||
Total benefit from income taxes
|
$ | (43 | ) | $ | (89 | ) |
2015
|
2014
|
|||||||
U.S. Federal statutory rate
|
34 | % | 35 | % | ||||
State and local taxes, net of Federal benefit
|
3 | 4 | ||||||
Other permanent expenses
|
(6 | ) | - | |||||
Change in valuation allowance
|
(31 | ) | (39 | ) | ||||
Effective income tax rate
|
- | % | - | % |
2015
|
2014 | |||||||
Deferred tax assets
|
||||||||
Capital loss carryforward
|
$ | 50,373 | $ | - | ||||
Net operating loss carryforward
|
14,319 | 11,007 | ||||||
Accrued liabilities
|
197 | - | ||||||
Other
|
22 | - | ||||||
Total deferred income tax assets
|
64,911 | 11,007 | ||||||
Valuation allowance
|
(64,911 | ) | (11,007 | ) | ||||
Net deferred tax assets
|
- | - | ||||||
Deferred tax liabilities
|
||||||||
Total deferred tax liabilities
|
- | - | ||||||
Total net deferred income tax liabilities
|
$ | - | $ | - |
2014
|
||||
Deferred tax assets
|
||||
Basis difference in goodwill
|
$ | 26,449 | ||
Net operating loss carryforward
|
44,855 | |||
Basis difference in other intangible assets
|
3,462 | |||
Stock based compensation
|
3,498 | |||
Allowance for uncollectible receivables
|
1,184 | |||
State basis difference in property and equipment
|
890 | |||
Inventory
|
550 | |||
Accrued liabilities
|
1,827 | |||
Other
|
127 | |||
Total deferred income tax assets
|
82,842 | |||
Valuation allowance
|
(75,777 | ) | ||
Net deferred tax assets
|
7,065 | |||
Deferred tax liabilities
|
||||
Basis difference in property and equipment
|
7,089 | |||
Total deferred tax liabilities
|
7,089 | |||
Total net deferred income tax liabilities
|
$ | 24 |
|
Foreign
Exchange
|
Defined
Benefit Plan
|
Total
|
|||||||||
Balance at December 31, 2014
|
$ | (125 | ) | $ | (1,182 | ) | $ | (1,307 | ) | |||
Current period other comprehensive income
|
125 | (82 | ) | 43 | ||||||||
Balance at December 31, 2015
|
$ | - | $ | (1,264 | ) | $ | (1,264 | ) |
Outstanding Options | ||||||||||||||||
Number of
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining Contractual
Term (in years)
|
Aggregate
Intrinsic Value
(in millions)
|
|||||||||||||
Balance at December 31, 2013
|
525,880 | $ | 22.05 | |||||||||||||
Options granted
|
378,000 | $ | 4.10 | |||||||||||||
Options cancelled
|
(194,634 | ) | $ | 18.00 | ||||||||||||
Options exercised
|
- | |||||||||||||||
Balance at December 31, 2014
|
709,246 | |||||||||||||||
Options granted
|
- | |||||||||||||||
Options cancelled
|
(222,033 | ) | $ | 13.93 | ||||||||||||
Options exercised
|
- | |||||||||||||||
Balance at December 31, 2015
|
487,213 | $ | 13.45 | 0.1 | $ | - | ||||||||||
Expected to Vest after December 31, 2015
|
- | $ | - | |||||||||||||
Exercisable at December 31, 2015
|
487,213 | $ | 13.45 | 0.1 | $ | - |
Number of Restricted
Stock Units
|
Weighted -
Average
Grant Date
Fair Value
|
Aggregate
Intrinsic Value
(in millions)
|
||||||||||
Balance at December 31, 2013
|
38,186 | $ | 56.06 | $ | 0.2 | |||||||
Granted
|
53,873 | $ | 3.71 | |||||||||
Vested
|
(73,786 | ) | $ | 17.67 | ||||||||
Forfeited
|
(11,507 | ) | $ | 42.26 | ||||||||
Balance at December 31, 2014
|
6,766 | |||||||||||
Granted
|
- | |||||||||||
Vested
|
(6,748 | ) | $ | 77.39 | ||||||||
Forfeited
|
(18 | ) | $ | 28.83 | ||||||||
Balance at December 31, 2015
|
- | $ | - | $ | - |
|
2014
|
|||
Expected dividend yield
|
- | |||
Risk free interest rate
|
1.9% - 2.0 | % | ||
Expected volatility
|
32.70 | % | ||
Expected life (years)
|
6.25 |
Benefit Obligation
(In thousands)
|
||||
At December 31, 2013
|
$ | 3,076 | ||
Interest cost
|
139 | |||
Actuarial loss
|
697 | |||
Benefit payments
|
(117 | ) | ||
At December 31, 2014
|
3,795 | |||
Interest cost
|
139 | |||
Actuarial gain
|
(185 | ) | ||
Benefit payments
|
(129 | ) | ||
At December 31, 2015
|
$ | 3,620 | ||
|
||||
Plan Assets
(In thousands)
|
||||
At December 31, 2013
|
$ | 2,221 | ||
Actual return on plan assets
|
108 | |||
Employer contributions
|
98 | |||
Benefit payments
|
(117 | ) | ||
At December 31, 2014
|
2,310 | |||
Actual return on plan assets
|
(66 | ) | ||
Employer contributions
|
93 | |||
Benefit payments
|
(129 | ) | ||
At December 31, 2015
|
$ | 2,208 |
2015 | 2014 | |||||||
Interest cost
|
$ | 140 | $ | 139 | ||||
Expected return on Plan assets
|
(172 | ) | (166 | ) | ||||
Recognized net actuarial loss
|
33 | 8 | ||||||
Net periodic benefit cost (income)
|
$ | 1 | $ | (19 | ) |
|
2015
|
2014
|
||||||
Discount rate
|
3.8
|
%
|
3.8
|
%
|
||||
Expected return on Plan assets
|
7.5
|
%
|
7.5
|
%
|
|
Fair Value Measurements
|
|||||||
Level 1 as of December 31,
|
||||||||
2015
|
2014
|
|||||||
Equities:
|
||||||||
U. S.
|
$ | 919 | $ | 1,116 | ||||
International
|
199 | 337 | ||||||
Fixed Income:
|
||||||||
U. S.
|
692 | 560 | ||||||
International
|
93 | 82 | ||||||
Cash, cash equivalents and other
|
305 | 215 | ||||||
Total
|
$ | 2,208 | $ | 2,310 |
|
2015
|
2014
|
||||||
Interest Expense
|
$ | (65 | ) | $ | (134 | ) | ||
Fine Paid to the United States of America
|
(2,000 | ) | - | |||||
Total Other Expenses
|
$ | (2,065 | ) | $ | (134 | ) |
|
2015
|
2014
|
||||||
Interest Income
|
$ | - | $ | 9 | ||||
Interest Expense
|
(334 | ) | (253 | ) | ||||
Foreign Currency
|
(620 | ) | (167 | ) | ||||
Gain (Loss) on Sale of Assets
|
2,080 | (1,070 | ) | |||||
Loss on Extinguishment of Revolving Credit Facility
|
(923 | ) | - | |||||
Other
|
514 | (48 | ) | |||||
Total Other Income (Expenses)
|
$ | 717 | $ | (1,529 | ) |
|
2015
|
2014
|
||||||
Revenue
|
||||||||
United States
|
$ | 138,449 | $ | 184,854 | ||||
Canada
|
4,264 | 8,903 | ||||||
Total revenue
|
$ | 142,713 | $ | 193,757 |
2014
|
||||
Long-Lived Assets
|
||||
Property and equipment, net
|
$ | 739 | ||
Other intangibles, net
|
528 | |||
Total long-lived assets
|
$ | 1,267 |
2015
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
Year
|
|||||||||||||||
Loss from continuing operations
|
$ | (2,226 | ) | $ | (1,675 | ) | $ | (2,506 | ) | $ | (2,854 | ) | $ | (9,261 | ) | |||||
Net loss from continuing operations
|
$ | (2,271 | ) | $ | (1,717 | ) | $ | (4,589 | ) | $ | (2,749 | ) | $ | (11,326 | ) | |||||
Net loss from discontinued operations
|
$ | (6,560 | ) | $ | (5,973 | ) | $ | (27,191 | ) | $ | (6,540 | ) | $ | (46,264 | ) | |||||
Basic and diluted loss per share - continuing operations
|
$ | (0.13 | ) | $ | (0.10 | ) | $ | (0.26 | ) | $ | (0.15 | ) | $ | (0.64 | ) | |||||
Basic and diluted loss per share - discontinued operations
|
$ | (0.37 | ) | $ | (0.34 | ) | $ | (1.53 | ) | $ | (0.37 | ) | $ | (2.61 | ) | |||||
2014
|
||||||||||||||||||||
Loss from continuing operations
|
$ | (2,425 | ) | $ | (1,461 | ) | $ | (1,177 | ) | $ | (1,301 | ) | $ | (6,364 | ) | |||||
Net loss from continuing operations
|
$ | (2,475 | ) | $ | (1,484 | ) | $ | (1,210 | ) | $ | (1,329 | ) | $ | (6,498 | ) | |||||
Net loss from discontinued operations
|
$ | (11,317 | ) | $ | (13,662 | ) | $ | (6,567 | ) | $ | (8,764 | ) | $ | (40,310 | ) | |||||
Basic and diluted loss per share - continuing operations
|
$ | (0.14 | ) | $ | (0.08 | ) | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.37 | ) | |||||
Basic and diluted loss per share - discontinued operations
|
$ | (0.64 | ) | $ | (0.77 | ) | $ | (0.37 | ) | $ | (0.49 | ) | $ | (2.27 | ) |
In thousands
|
||||||||||||||||||||
Balance at the Beginning of the Year
|
Charged to Costs and Expenses
|
Deductions from Allowance
|
Sold to Ecolab
|
Balance at the End of the Year
|
||||||||||||||||
31-Dec-15
|
||||||||||||||||||||
Allowances for receivables
|
$ | 976 | $ | 935 | $ | 980 | $ | 931 | $ | - | ||||||||||
Other allowances
|
816 | - | 166 | 650 | - | |||||||||||||||
$ | 1,792 | $ | 935 | $ | 1,146 | $ | 1,581 | $ | - | |||||||||||
31-Dec-14
|
||||||||||||||||||||
Allowances for receivables
|
$ | 1,999 | $ | 196 | $ | 1,219 | $ | - | $ | 976 | ||||||||||
Other allowances
|
892 | - | 76 | - | 816 | |||||||||||||||
$ | 2,891 | $ | 196 | $ | 1,295 | $ | - | $ | 1,792 |
Exhibit Number
|
Description
|
|
10.43
|
Deferred Prosecution Agreement, dated October 7, 2015, by and between the United States of America and Swisher Hygiene Inc.
|
|
21.1
|
Subsidiaries of Swisher Hygiene Inc.
|
|
31.1
|
Section 302 Certification of Chief Executive Officer.
|
|
31.2
|
Section 302 Certification of Chief Financial Officer.
|
|
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
101.INS
|
XBRL Instance Document.
|
|
101.SCH
|
XBRL Taxonomy Extension Schema.
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase.
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase.
|
UNITED STATES OF AMERICA
|
) |
DOCKET NO.
|
) | ||
) |
15 U.S.C. § 78j(b)
|
|
v. | ) |
15 U.S.C. § 78m
|
) |
15 U.S.C. § 78ff
|
|
) |
18 U.S.C. § 371
|
|
SWISHER HYGIENE INC. | ) |
10/6/2015
|
By:
|
/s/ Richard L. Handley | |
DATE
|
Richard L. Handley
|
||
Chairman of the Board
|
|||
SWISHER HYGIENE INC. |
10/6/2015
|
By:
|
/s/ Charles F. Walker | |
DATE
|
Charles F. Walker, Esq.
|
||
Skadden, Arps, Slate, Meagher & Flom LLP
|
|||
Attorney for SWISHER HYGIENE INC.
|
Name
|
State or Other Jurisdiction of
Incorporation or
Organization
|
|
7624026 Canada Inc.
|
Canada
|
|
Eskimo Pie Corporation
|
Virginia
|
|
Integrated Brands, Inc.
|
New Jersey
|
|
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 15, 2016
|
By:
|
/s/ William M. Pierce
|
|
William M. Pierce
|
|||
President and Chief Executive Officer
|
|||
(Principal Executive Officer)
|
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date : March 15, 2016
|
By:
|
/s/ William T. Nanovsky
|
|
William T. Nanovsky
|
|||
Senior Vice President and Chief Financial Officer
|
|||
(Principal Financial Officer)
|
Date: March 15, 2016
|
By:
|
/s/ William M. Pierce
|
|
William M. Pierce
|
|||
President and Chief Executive Officer
|
|||
(Principal Executive Officer)
|
Date: March 15, 2016
|
By:
|
/s/ William T. Nanovsky
|
|
William T. Nanovsky
|
|||
Senior Vice President and Chief Financial Officer
|
|||
(Principal Financial Officer)
|
|||
Document and Entity Information - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Mar. 04, 2016 |
Jun. 30, 2015 |
|
Document And Entity Information | |||
Entity Registrant Name | Swisher Hygiene Inc. | ||
Entity Central Index Key | 0001504747 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 13,062,751 | ||
Entity Common Stock, Shares Outstanding | 17,675,220 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2015 |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Swisher Hygiene Inc. stockholders' equity | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 17,675,220 | 17,612,278 |
Common stock, shares outstanding | 17,675,220 | 17,612,278 |
1. Operations and Summary Of Significant Accounting Policies |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Principal Operations
On August 13, 2015, Swisher Hygiene Inc. announced that it had agreed to sell the stock of its wholly owned U.S. subsidiary Swisher International, Inc. and other assets relating to Swisher Hygiene Inc.'s U.S. operations, which comprise all of the Companys remaining operating interests, to Ecolab Inc ("Ecolab"). We refer to the transaction pursuant to the purchase agreement between the Company and Ecolab dated August 12, 2015 as the "Sale Transaction." At closing, Ecolab paid the closing purchase price of $40.5 million, less a $2.0 million holdback to address working capital and other adjustments in accordance with the agreement governing the Sale Transaction. The net proceeds were adjusted by the following items subsequent to closing: $0.2 million receivable for the final adjusted cash balance, $2.0 million of transaction costs for consulting and legal fees, and the $0.9 million purchased cash balance, net of $0.2 million debt assumed. In the Sale Transaction, the Company retained certain debt and liabilities as set forth in the purchase agreement governing the sale. The sale was approved at the Annual Meeting of Stockholders on October 15, 2015, and the sale was completed on November 2, 2015, with an effective date of November 1, 2015. Subsequent to the Sale Transaction, it was determined the $2.0 million holdback would be paid to the Company without any adjustment for working capital. At December 31, 2015, the $2.2 million amount in accounts receivable on the consolidated balance sheet is due from Ecolab and includes the $2.0 million holdback plus $0.2 million final cash adjustment. The $2.0 million holdback was received from Ecolab in January 2016.
As a result of the Sale Transaction a loss of $2.6 million was recorded after the $22.6 million impairment charge was recognized in the quarter ended September 30, 2015, and is included in discontinued operations in the consolidated statement of operations and comprehensive loss. See Note 2, "Discontinued Operations and Assets Held for Sale," and Note 3, "Goodwill and Other Intangible Assets" for a further description of the $2.6 million loss on sale and the $22.6 million impairment charge. In the Sale Transaction, the Company retained certain debt and liabilities as set forth in the purchase agreement governing the sale. Swisher Hygiene Inc. will no longer have any continuing involvement with the operations or cash flows of Swisher International, Inc., and as a result, Swisher Hygiene Inc. has presented the operations of Swisher International, Inc. as discontinued operations for the current and prior years.
Prior to the Sale Transaction, our principal executive offices were located at 4725 Piedmont Row Drive, Suite 400, Charlotte, North Carolina, 28210.
Swisher Hygiene Inc. and its wholly-owned subsidiaries (the Company or we or our) provided essential hygiene and sanitizing solutions that included cleaning and sanitizing chemicals, restroom hygiene programs and a full range of related products and services. We sold consumable products such as detergents, cleaning chemicals, soap, paper, water filters and supplies, together with the rental and servicing of dish machines and other equipment for the dispensing of those products as well as additional services such as the cleaning of facilities. We served customers in a wide range of end-markets, with a particular emphasis on the foodservice, hospitality, retail, and healthcare industries.
Basis of Presentation and Principles of Consolidation
Intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications, including those described further in Note 2, Discontinued Operations and Assets Held for Sale, have been made to prior year amounts for consistency with the current period presentation. Financial information, other than share and per share data, is presented in thousands of dollars.
On June 3, 2014, a one-for-ten reverse split of the Company's issued and outstanding common stock, $0.001 par value per share, became effective ("Reverse Stock Split"). Trading of the common stock on a post-Reverse Stock Split adjusted basis began at the open of business on the morning of June 3, 2014. All historic share and per share information, including loss per share, in this Form 10-K have been retroactively adjusted to reflect the Reverse Stock Split.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.
Segments
Prior to the Sale Transaction, we operated in one business segment, the manufacturing, distribution and delivery of hygiene and sanitizing services, products and solutions. We defined business segments as components of an organization for which discrete financial information was available and operating results were evaluated on a regular basis by the chief operating decision maker (CODM) in order to assess performance and allocate resources. Our CODM was the Companys President and Chief Executive Officer. Characteristics of our organization which were relied upon in making this determination included the similar nature of the products and services we sold, the functional alignment of our organizational structure, and the reports that were regularly reviewed by the CODM for the purpose of assessing performance and allocating resources.
Cash Equivalents
The Company considers all cash accounts and all highly liquid short term investments purchased with an original maturity of three months or less at date of purchase to be cash equivalents. As of December 31, 2015 and 2014, the Company did not have any investments with maturities greater than three months.
Restricted Cash
Restricted cash at December 31, 2015 consists of an account with a maturity of July 3, 2016 to secure a workers compensation letter of credit. Restricted cash at December 31, 2014 consists of amounts held in a collateral account to secure purchase card balances and electronic cash transfers and is included in the current assets of discontinued operations in the consolidated balance sheet.
Accounts Receivable
Accounts receivable at December 31, 2015 relate to receivable amounts related to the Sale Transaction. Prior to the Sale Transaction, accounts receivable principally consisted of amounts due from customers for product sales and services. Accounts receivable were reported net of an allowance for doubtful accounts (allowance) and interest was generally not charged to customers on delinquent balances. The allowance was managements best estimate of uncollectible amounts and was based on a number of factors, including overall credit quality of customers, the age of outstanding customer balances, historical write-off experience and specific customer account analysis that projects the ultimate collectability of the outstanding balances. When accounts receivable amounts were considered uncollectible, the amounts were written-off against the allowance for doubtful accounts. The allowance was zero and $1.0 million at December 31, 2015 and 2014, respectively. The December 31, 2014 amount is included in the assets of discontinued operations in the consolidated balance sheet.
Inventory
Prior to the Sale Transaction, inventory consisted of purchased items, materials, direct labor, and other manufacturing related overhead and was stated at the lower of cost or market determined using the first in-first out costing method. The Company routinely reviewed inventory for excess and slow moving items as well as for damaged or otherwise obsolete items and for items selling at negative margins. When such items were identified, a reserve was recorded to adjust their carrying value to their estimated net realizable value. The reserve was zero and $0.8 million at December 31, 2015 and 2014, respectively. The December 31, 2014 amount is included in the assets of discontinued operations in the consolidated balance sheet.
Property and Equipment
At December 31, 2015, property and equipment consisted of computer software, which is being depreciated using the straight-line method over 1.5 years. A shorter life is being used for the computer software due to the uncertainty of the useful life of the software. Property and equipment is stated at cost, less accumulated depreciation and amortization.
Prior to the Sale Transaction, depreciation and amortization was provided using the straight-line method over the estimated useful lives of individual assets or classes of assets as follows:
Items in service consisted of various systems that dispensed the Companys cleaning and sanitizing products, linens, dish machines and dust control products. Included in the capitalized cost of items in service were costs incurred to install certain equipment for customer locations under long-term contracts. These costs included labor, parts and supplies. Costs of significant additions, renewals and betterments, are capitalized and depreciated. Maintenance and repairs are charged to expense when incurred.
The Company capitalized certain costs incurred during the application development stage associated with the development of new software products for internal use. Research and development costs in the preliminary project stage were expensed. Internal and external training costs and maintenance costs in the post-implementation operation stage were also expensed. Capitalized software costs were amortized over the estimated useful lives of the software commencing upon operational use.
Purchase Accounting for Business Combinations
The Company accounted for acquisitions by allocating the fair value of the consideration transferred to the fair value of the assets acquired and liabilities assumed on the date of the acquisition and any remaining difference was recorded as goodwill. Adjustments may have been made to the preliminary purchase price allocation when facts and circumstances that existed on the date of the acquisition surfaced during the allocation period subsequent to the preliminary purchase price allocation, not to exceed one year from the date of acquisition. Contingent consideration was recorded at fair value based on the facts and circumstances on the date of the acquisition and any subsequent changes in the fair value were recorded through earnings each reporting period. Transactions that occurred in conjunction with or subsequent to the closing date of the acquisition were evaluated and accounted for based on the facts and substance of the transactions.
Goodwill
Goodwill is not amortized but rather tested for impairment at least annually. The Company tested goodwill for impairment annually during the fourth quarter of each fiscal year. Goodwill was also tested for impairment between annual tests if an event occurred or circumstances changed that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Impairment testing for goodwill was done at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (also known as a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company concluded prior to the Sale Transaction that it had one reporting unit.
When testing goodwill for impairment, the Company assessed qualitative factors to determine whether it was more likely than not (that is, a likelihood of more than 50 percent) that the Companys fair value was less than its carrying amount, including goodwill. Alternatively, the Company may have bypassed this qualitative assessment and performed step 1 of the two-step goodwill impairment test. This step required the determination of the fair value of the reporting unit. If we performed step 1 and the carrying amount of the reporting unit exceeded its fair value, we would have performed step 2 to measure such impairment.
Determining fair value included the use of significant estimates and assumptions. Management utilized an income approach, specifically the discounted cash flow technique as a means for estimating fair value. This discounted cash flow analysis required various assumptions including those about future cash flows, customer growth rates and discount rates. Expected cash flows were based on historical customer growth, including attrition, future strategic initiatives and continued long-term growth of the business. The discount rates used for the analysis reflected a weighted average cost of capital based on industry and capital structure adjusted for equity risk and size risk premiums. These estimates could have been affected by factors such as customer growth, pricing, and economic conditions that could have been difficult to predict. During the second quarter of 2014, in conjunction with its impairment test, the Company recorded a goodwill impairment charge of $5.8 million, and is included in discontinued operations in the consolidated statement of operations and comprehensive loss as further discussed in Note 3, Goodwill and Other Intangible Assets.
Other Intangible Assets
Identifiable intangible assets included customer relationships, non-compete agreements, trade names and trademarks, and formulas. The fair value of these intangible assets at the time of acquisition was estimated based upon various valuation techniques including replacement cost and discounted future cash flow projections. Customer relationships were amortized on a straight-line basis over the expected average life of the acquired accounts, which was typically five to ten years based upon a number of factors, including historical longevity of customers and contracts acquired and historical retention rates. The non-compete agreements were amortized on a straight-line basis over the term of the agreements, typically not exceeding five years. Formulas were amortized on a straight-line basis over their estimated useful life of twenty years. The Company reviewed the recoverability of these assets if events or circumstances indicated that the assets may have been impaired and periodically reevaluates the estimated remaining lives of these assets.
Trade names and trademarks were considered to be indefinite lived intangible assets unless specific evidence existed that a shorter life was more appropriate. Indefinite lived intangible assets were tested, at a minimum, on an annual basis, using a discounted cash flow approach, or sooner whenever events or changes in circumstances indicated that an asset may be impaired.
During the third quarter of 2015, as a result of the Sale Transaction, the Company performed an impairment analysis of its intangible assets in accordance with ASC 350, Intangible-Goodwill and Other, as of August 31, 2015. Based on the analysis performed, it was determined that an impairment of the Companys intangible assets had occurred, resulting in an impairment charge of $10.0 million, which is reported as part of discontinued operations in the consolidated statement of operations and comprehensive loss as discussed in Note 3, "Goodwill and Other Intangible Assets."
Long-Lived Assets
Fixed assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future net cash flows expected to be generated by the asset. If such assets or asset groups are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets or asset groups exceeds the related fair values. The Company also performs a periodic assessment of the useful lives assigned to the long-lived assets, as previously discussed. During the third quarter of 2015, as a result of the Sale Transaction, the Company performed an impairment analysis of its long-lived assets in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets, as of August 31, 2015. Based on the analysis performed, it was determined that an impairment of the Companys fixed assets had occurred, resulting in an impairment charge of $12.6 million, which is reported as part of discontinued operations in the consolidated statement of operations and comprehensive loss as discussed in Note 5, "Property and Equipment."
Financial Instruments
The Companys financial instruments, which may expose the Company to concentrations of credit risk, include cash and cash equivalents and accounts receivables. The Company maintains cash deposits with major banks, which from time to time may exceed insured limits. The possibility of loss related to the financial condition of major banks is considered minimal.
The carrying amounts of cash and cash equivalents and accounts receivable approximate fair value due to the short maturity of these instruments. The fair value of the Companys debt was estimated based on the current borrowing rates available to the Company for bank loans with similar terms and maturities and approximated the carrying value of these liabilities. Certain convertible promissory notes were recorded at fair value during 2014 as further described in Note 7, "Fair Value Measurements.
Revenue Recognition
Prior to the Sale Transaction, revenue from product sales and service was recognized when the product was delivered to the customer or when services were performed, including product and service sales made under multiple deliverable agreements, which outline the pricing of products and the preferred frequency of delivery. Deliverables under these pricing arrangements were considered to be separate units of accounting, as defined by ASC 605-25, Revenue Recognition Multiple-Element Arrangement, and due to the nature of the Companys business, the timing of the delivery of products and performance of service was concurrent and ongoing and there were no undelivered elements. Franchise and other revenue include product sales, royalties and other fees charged to franchisees in accordance with the terms of their franchise agreements. Royalties and fees were recognized when earned and product sales were recognized as the product was delivered.
The Companys sales policies provide for limited rights of return and, during the fiscal years 2015 and 2014, product returns were insignificant. The Company recorded estimated reductions to revenue for sales returns and for customer programs and incentive offerings, including pricing arrangements, rebates, promotions and other volume-based incentives at the time the sale was recorded.
Stock Based Compensation
The Company measured and recognized all stock based compensation at fair value at the date of grant and recognized compensation expense over the requisite service period for awards expected to vest. Determining the fair value of stock based awards at the grant dates required judgment, including estimating the share volatility, the expected term the award will be outstanding, and the amount of the awards that are expected to be forfeited. The Company utilized the Black-Scholes option pricing model to determine the fair value for stock options on the date of grant.
Effective February 19, 2016, the Swisher Hygiene Inc. 2010 Stock Incentive Plan was terminated by the Board of Directors. All stock options and restricted stock units were cancelled before the plan was terminated. See Note 10, Equity Matters for further information regarding the 2010 Stock Incentive Plan.
Freight Costs
Shipping and handling costs for freight expense on goods shipped were included in cost of sales. Shipping and handling costs for freight expense on goods received were capitalized to inventory where they were relieved to cost of sales when the product was sold.
Income Taxes
Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that deferred tax assets will not be realized.
The Companys policy is to evaluate uncertain tax positions under ASC 740-10, Income Taxes. As of December 31, 2015 and 2014, and for the two years ended December 31, 2015, the Company has not identified any uncertain tax positions requiring recognition in the accompanying consolidated financial statements. The Company includes interest and penalties accrued in the consolidated financial statements as a component of interest expense. No significant amounts were required to be recorded for the two year period ended December 31, 2015.
Loss per Common Share
Basic net loss from continuing operations and basic net loss from discontinued operations attributable to common stockholders per share is computed by dividing the applicable net loss by the weighted average number of common shares outstanding during the period. Diluted net loss from continuing operations per share was the same as basic net loss from continuing operations attributable to common stockholders per share for all periods presented, since the effects of any potentially dilutive securities are excluded as they are antidilutive due to the Companys net losses. Diluted net earnings per share from discontinued operations was calculated in the same manner as diluted net loss from continuing operations per share in accordance with ASC 260, Earnings per Share.
Comprehensive Loss
Comprehensive loss includes net loss, foreign currency translation adjustments and an employee benefit plan adjustment consisting of changes to unrecognized pension actuarial gains and losses, net of tax.
Fair Value Measurements
The Company determines the fair value of certain assets and liabilities based on assumptions that market participants would use in pricing the assets or liabilities. 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, or the exit price. The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and gives precedence to observable inputs in determining fair value. An instruments level within the hierarchy is based on the lowest level of any significant input to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The following is a discussion of the levels established for each input.
Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Instruments classified as Level 1 consist of financial instruments such as listed equities and fixed income securities.
Level 2: Inputs other than quoted prices, included in Level 1, that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability. These are inputs for which there is no market data available or observable inputs that are adjusted using Level 3 assumptions.
Pension Plan
An acquired subsidiary of CoolBrands International Inc. (CoolBrands) maintained a defined benefit pension plan ("the Plan") covering approximately 90 employees and is included in the continuing operations. Subsequent to the acquisition of CoolBrands in 2000, all future participation and all benefits under the Plan were frozen. The Plan provides retirement benefits based primarily on employee compensation and years of service up to the date of acquisition. The Company recognizes in its continuing operations consolidated balance sheet the overfunded or underfunded status of the Plan measured as the difference between the fair value of Plan assets and the benefit obligation. The Company recognizes as a separate component of the continuing operations comprehensive loss the actuarial gains and losses that arise during the period that are not recognized as components of net periodic benefit cost. The Company measures the Plan assets and the Plan obligations as of December 31 and discloses additional information in the Notes to Consolidated Financial Statements about certain effects on net periodic benefit cost in the upcoming fiscal year that arise from delayed recognition of the actuarial gains and losses.
The calculation of net periodic benefit cost and the corresponding net liability requires the use of critical assumptions, including the expected long-term rate of return on Plan assets and the assumed discount rate. Changes in these assumptions can result in different expense and liability amounts. Net periodic benefit cost increases as the expected rate of return on Plan assets decreases. Future changes in Plan asset returns, assumed discount rates and other factors related to the participants in the Companys Plan will impact the Companys future net periodic benefit cost and liabilities. The Company cannot predict with certainty what these factors will be in the future however they are not expected to have a material effect on the Companys financial position or cash flows. The Company sent a notice of plan termination to participants in December 2015 and expects to terminate the Plan in 2016. In connection with the termination, the Company will fund the Plan so there will be no minimum regulatory funding requirement in 2016. Since the Company will fund the total benefit obligation, there will be no expected benefit payments under the Plan in future years.
Newly Issued Accounting Pronouncements
In April, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this ASU raises the threshold for a disposal to qualify as a discontinued operation and requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, expenses and cash flows of discontinued operations. Under the new guidance, the disposal of a component or group of components of a business will be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entitys operations and financial results. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued. This accounting standard update is effective for annual periods beginning on or after December 15, 2014 and related interim periods, with early adoption allowed. This standard has been adopted by the Company and the impact is incorporated in the Companys consolidated financial statements and disclosures.
In August, 2015, the FASB issued ASU No. 2015-14 which updated previously issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU is intended to clarify the principles for recognizing revenue by providing a more robust framework for addressing revenue issues; improving comparability of revenue recognition practices; and providing more useful information to users of financial statements through improved revenue disclosure requirements. The updated ASU changed the effective date of the previously issued ASU, and made it effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this standard and has elected to not adopt the standard early.
In August 2014, the FASB issued ASU Update No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. This ASU provides guidance related to managements responsibility to evaluate whether there is substantial doubt about the entitys ability to continue as a going concern and to provide related footnote disclosures. The new requirements are effective for the annual periods ending after December 15, 2016, and for interim periods and annual periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of this standard and has elected to not adopt the standard early.
In April 2015 and August 2015, the FASB issued ASU 2015-03 (ASC Subtopic 835-30), Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15 (ASC Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements- Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting, respectively. The ASUs require that debt issuance costs related to a recognized debt liability, with the exception of those related to line-of-credit arrangements, be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The amendments in these ASUs are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The adoption of this new guidance is not expected to have a material impact on the Companys consolidated financial statements and disclosures.
In September 2015, the FASB issued ASU 2015-16 (ASC Topic 805), Business Combinations Simplifying the Accounting for Measurement-Period Adjustments. The amendments in this update require that an acquirer recognize measurement period adjustments in the period in which the adjustments are determined. The income effects of such measurement period adjustments are to be recorded in the same periods financial statements but calculated as if the accounting had been completed as of the acquisition date. The impact of measurement period adjustments to earnings that relate to prior period financial statements are to be presented separately on the income statement or disclosed by line item. The amendments in this update are for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for public business entities for reporting periods for which financial statements have not yet been issued. The adoption of this new guidance is not expected to have a material impact on the Companys consolidated financial statements and disclosures.
In November 2015, the FASB issued ASU 2015-17 (ASC Topic 740), Income Taxes Balance Sheet Classification of Deferred Taxes. The amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted by all entities as of the beginning of an interim or annual reporting period. The adoption of this new guidance is not expected to have a material impact on the Companys consolidated financial statements and disclosures.
In January 2016, the FASB issued ASU 2016-01 (ASC Subtopic 825-10), Financial Instruments- Overall Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this ASU require entities to measure all investments in equity securities at fair value with changes recognized through net income. This requirement does not apply to investments that qualify for the equity method of accounting, to those that result in consolidation of the investee, or for which the entity meets a practicability exception to fair value measurement. Additionally, the amendments eliminate certain disclosure requirements related to financial instruments measured at amortized cost and add disclosures related to the measurement categories of financial assets and financial liabilities. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted for only certain portions of the ASU. The Company is in the process of assessing the impact, if any, on its consolidated financial statements. |
2. Discontinued Operations and Assets Held For Sale |
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DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE | Discontinued Operations
As described in Note 1, "Operations and Summary of Significant Accounting Policies," on August 13, 2015, Swisher Hygiene Inc. announced that it had agreed to sell the stock of its wholly owned U.S. subsidiary Swisher International, Inc. and other assets relating to Swisher Hygiene Inc.'s U.S. operations, which comprise all of the Companys remaining operating interests, to Ecolab. At closing, Ecolab paid the closing purchase price of $40.5 million, less a $2.0 million holdback to address working capital and other adjustments in accordance with the agreement governing the Sale Transaction. The net proceeds were adjusted by the following items subsequent to the closing: $0.2 million receivable for the final adjusted cash balance, $2.0 million of transaction costs for consulting and legal fees, and the $0.9 million purchased cash balance, net of $0.2 million debt assumed. In the Sale Transaction, the Company retained certain debt and liabilities as set forth in the purchase agreement governing the sale. The sale was approved at the Annual Meeting of Stockholders on October 15, 2015, and the sale was completed on November 2, 2015, with an effective date of November 1, 2015. Subsequent to the Sale Transaction, it was determined the $2.0 million holdback would be paid to the Company without any adjustment for working capital. At December 31, 2015, the $2.2 million amount in accounts receivable on the consolidated balance sheet is due from Ecolab and includes the $2.0 million holdback plus $0.2 million final cash adjustment. The $2.0 million holdback was received from Ecolab in January 2016.
As a result of the Sale Transaction a loss of $2.6 million was recorded after the impairment charges described below were recognized in the quarter ended September 30, 2015, and is included in discontinued operations in the consolidated statement of operations and comprehensive loss. Swisher Hygiene Inc. no longer has any continuing involvement with the operations or cash flows of Swisher International, Inc., and as a result, Swisher Hygiene Inc. has presented the operations of Swisher International, Inc. as discontinued operations for the current and prior years. In accordance with the criteria specified in ASC 205 Presentation of Financial Statements and ASC 360, Property, Plant and Equipment, these related assets and liabilities are reported as assets of discontinued operations in the consolidated balance sheet.
As a result of the Sale Transaction, the Company performed an impairment analysis of its long-lived assets in accordance with ASC 360-10,Impairment or Disposal of Long-Lived Assets, and an impairment analysis on intangible assets in accordance with ASC 350, Intangible-Goodwill and Other, as of August 31, 2015. Based on the analysis performed, it was determined that an impairment of the Companys fixed assets and intangible assets had occurred, resulting in an impairment charge of $12.6 million and $10.0 million, respectively, which is reported as part of discontinued operations in the consolidated statement of operations and comprehensive loss as discussed in Note 3, "Goodwill and Other Intangible Assets."
The following tables provide a reconciliation of the carrying amounts of major classes of assets and liabilities which are included in discontinued operations in the accompanying consolidated balance sheet at December 31, 2014. At December 31, 2015, there were no remaining assets or liabilities of the discontinued operations.
The following table summarizes the results of discontinued operations for the years ended December 31, 2015 and 2014:
Assets Held For Sale
The disposal groups mentioned below are included in discontinued operations in the Companys consolidated financial statements.
During 2013, the Company commenced an active program to sell certain non-core assets and routes related to its linen and dust operations. In 2014, the Company ceased operations at a linen processing plant. During March 2015, the Board of Directors of the Company approved a resolution to sell the Companys remaining linen operation and in July 2015, the Board of Directors approved the sale of the Canadian operations.
During 2014, the Company updated its estimates of the fair value of certain linen routes and operations to reflect various events that occurred during the year. The cumulative impairment loss for the twelve months ended December 31, 2014 was $3.0 million and is included in other expense of discontinued operations in the in the consolidated statements of operations and comprehensive loss, of which $1.9 million was attributable to a reduction in the estimate of net sales proceeds for a linen processing operation. The factors driving the $1.9 million reduction were the cancellation notifications received during April and May 2014 from three major customers resulting in a significant loss of forecasted revenue; and the operations 2014 year-to-date loss which was in excess of the Companys estimates. The asset fair value of this linen processing operation was written down to zero in the second quarter of 2014 and was closed during the fourth quarter of 2014.
The Company completed the sale of the remaining linen operation on May 12, 2015 receiving $4.0 million in cash and notes receivable plus purchased accounts receivables, resulting in a gain of $0.9 million. The gain is included in other income of discontinued operations in the consolidated statement of operations and comprehensive loss. On August 4, 2015, the Company completed the sale of the Canadian operations for $2.6 million in cash and $0.1 million in respect of outstanding accounts payable, net of outstanding accounts receivable. The sale of the Canadian operations resulted in a gain on the sale of $1.4 million, which is included in other income of discontinued operations in the consolidated statement of operations and comprehensive loss.
The Company completed several sales transactions during the twelve months ended December 31, 2014, which resulted in the net receipt of $1.6 million in cash and the remainder in receivables. A loss on these sales of $0.9 million was incurred and included a write-off of $0.6 million of the receivable balances. The receivable balances were primarily for contingent sales proceeds that were based on post-closing revenues of previously sold routes which were lower than estimated. The total loss of $0.9 million for the twelve months ended December 31, 2014, is included in other expense of discontinued operations in the condensed consolidated statements of operations and comprehensive loss.
There were no assets held for sale as of December 31, 2014 and December 31, 2015. |
3. Goodwill and Other Intangible Assets |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | Goodwill and other intangible assets were recognized in connection with the Companys acquisitions and substantially all of the balance was expected to be fully deductible for income tax purposes over 15 years. Changes in the carrying amount of goodwill during the year ended December 31, 2014 and included in discontinued operations were as follows:
The Companys accounting policy was to perform an annual goodwill impairment test in the fourth quarter or more frequently whenever events or circumstances indicated that goodwill or the carrying value of intangible assets may not be recoverable. On a quarterly basis, we monitored the key drivers of fair value to detect the existence of indicators or changes that would warrant an interim impairment test for our goodwill and intangible assets. Due to a shortfall in sales compared to expectations in the quarter ended June 30, 2014, the Company elected to bypass the qualitative analysis step and proceed directly to step 1 of the goodwill impairment test. Step 1 of the goodwill impairment test was performed with the assistance of an independent valuation specialist using the discounted cash flow method (DCF.) Based on this analysis, it was determined that the Companys net book value exceeded its fair value thereby necessitating the performance of step 2 of the goodwill impairment test. The decrease in estimated fair value was driven by lower actual revenue compared to 2014 projections. The growth rates for the second half of 2014 and the first half of 2015 were revised to reflect the lower revenue during the six months ended June 30, 2014. The effect of these revisions resulted in a loss of estimated fair value resulting in a write-off of the remaining goodwill balance with a non-cash impairment charge of $5.8 million during 2014, which is included in discontinued operations in the consolidated statement of operations and comprehensive loss.
We believe the cash flow projections and valuation assumptions used were reasonable and consistent with market participants. The key variables that drove our cash flows were customer growth and attrition and operational efficiencies. The terminal value growth rate assumption as well as the WACC rate both represented additional key variables in the DCF model. The estimates and assumptions used are subject to uncertainty.
Other Intangible Assets
(A) Consist of indefinite lived and finite lived intangible assets.
All of the other intangible assets at December 31, 2014 were related to the discontinued operations. As of December 31, 2015, there were no intangible assets remaining due to the Sale Transaction. The fair value of the customer relationships acquired were based on future discounted cash flows expected to be generated from those customers. These customer relationships were amortized on a straight-line basis over five to ten years, which was primarily based on historical customer attrition rates. The fair value of the non-compete agreements were amortized on a straight-line basis over the length of the agreements, typically with terms of five years or less. The fair value of formulas was amortized on a straight-line basis over twenty years.
The Company performed an assessment of its proprietary chemical formulas in the quarter ended June 30, 2015 because of initiatives throughout the organization to reduce the number of active stock keeping units (SKUs). Upon completion of the assessment and impairment testing, it was determined that the fair value of formulas was lower than the net book value, resulting in an impairment charge of $0.2 million for the quarter ended June 30, 2015, which is included in discontinued operations in the consolidated statement of operations and comprehensive loss.
As described above in Note 2, Discontinued Operations and Assets Held for Sale, the Sale Transaction was completed on November 2, 2015, with an effective date of November 1, 2015. As a result of the Sale Transaction, the Company performed an impairment analysis of its long-lived assets in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets, and ASC 350, Intangible-Goodwill and Other, as of August 31, 2015. Based on the analysis performed, it was determined that an impairment of the Companys intangible assets had occurred, resulting in an impairment charge of $10.0 million, which is included in discontinued operations in the consolidated statement of operations and comprehensive loss.
Amortization expense was $5.1 million and $7.7 million for the years ended December 31, 2015 and 2014, respectively, which is included in discontinued operations in the consolidated statement of operations and comprehensive loss. |
4. Inventory |
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Inventory, Net [Abstract] | |||||||||||||||||||||||||||||||
INVENTORY | Inventory was comprised of the components below at December 31, 2014 and is included in current assets of discontinued operations. All inventory was sold in the Sales Transaction, thus inventory balances at December 31, 2015 are zero.
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5. Property and Equipment |
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Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY AND EQUIPMENT | All of the property and equipment and accumulated depreciation at December 31, 2015 is related to continuing operations and all of the property and equipment and accumulated depreciation at December 31, 2014 is related to discontinued operations. Property and equipment, net as of December 31, 2015 and 2014 consist of the following:
Discontinued operations depreciation expense on property and equipment for the years ended December 2015 and 2014 was $8.4 million and $13.5 million, respectively, and is included in discontinued operations in the consolidated statement of operations and comprehensive loss. The cost and accumulated depreciation of fully depreciated assets are removed from the accounts when assets are disposed.
As of December 31, 2015 and 2014, computer software includes costs of zero and $6.3 million, respectively for upgrades to our enterprise reporting management system and the development of our technology platform for field service operations, accounting, billing and collections. The accumulated depreciation was $5.0 million as of December 31, 2014. The costs and accumulated depreciation are included in noncurrent assets of discontinued operations in the consolidated balance sheet. Software costs capitalized during 2015 and 2014 were $0.1 million and $0.3 million, respectively. The weighted average amortization period for capitalized software costs was 7 years. Depreciation and amortization expense for capitalized computer software costs included in discontinued operations in the consolidated statement of operations and comprehensive loss was $0.3 million for the year ended December 31, 2015 and $0.9 million for the year ended December 31, 2014.
There are no capital leases included in property and equipment as of December 31, 2015. As of December 31, 2014, property and equipment included $0.4 million in recorded capital leases with $0.2 million in accumulated depreciation and is included in noncurrent assets of discontinued operations in the consolidated balance sheet. The gross amount of property and equipment recorded under capital leases as of December 31, 2014 consisted of $0.2 million in computers and $0.2 million in machinery and equipment.
As described above in Note 2, Discontinued Operations and Assets Held for Sale, the Sale Transaction was completed on November 2, 2015, with an effective date of November 1, 2015. As a result of the Sale Transaction, the Company performed an impairment analysis of its long-lived assets in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets, as of August 31, 2015. Based on the analysis performed, it was determined that an impairment of the Companys fixed assets had occurred, resulting in an impairment charge of $12.6 million, which is reported as part of discontinued operations. |
6. Long-Term Debt and Obligations |
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LONG-TERM DEBT AND OBLIGATIONS | The major components of debt as of December 31, 2014 are listed below. The amounts shown for discontinued operations are included in liabilities and long term liabilities of discontinued operations. Proceeds from the Sale Transaction were used to pay off the outstanding debt and Ecolab assumed capital leases in conjunction with the Sale Transaction and thus, the long-term debt and obligations balance as of December 31, 2015 is zero.
Notes Payable
In connection with certain acquisitions, the Company incurred or assumed notes payable as part of the purchase price. Two of the seller notes payable totaling $1.2 million as of December 31, 2014 were secured by letters of credit and the remaining notes payable were secured by the Company. At December 31, 2014, these obligations bore interest at rates ranging between 3.7% and 4.0%. The remaining notes were paid in full with the proceeds from the Sale Transaction and the letters of credit securing the notes were cancelled.
Convertible promissory notes
During 2012 and 2011, the Company issued eighteen convertible promissory notes with an aggregate principal value of $10.9 million as part of total consideration paid for acquisitions that were recorded at fair value on the date of issuance. The Company made quarterly cash payments through each notes maturity date. The ability to settle these notes with shares existed at the Companys election into a maximum of 2,823,853 shares of common stock. The Company may have settled these notes at any time prior to and including the maturity date any portion of the outstanding principal amount, plus accrued interest in a combination of cash and shares of common stock. To the extent that the Companys common stock was part of such settlement, the settlement price was the most recent closing price of the Companys common stock on the trading day prior to the date of settlement. Although none of these notes were settled with shares, if all notes outstanding at December 31, 2014 had been settled with shares, the Company would have issued approximately 444,886 shares of common stock.
Capital lease obligations and Other Financing
The Company entered into capitalized lease obligations with third party finance companies to finance the cost of certain dish machines. At December 31, 2014, these obligations bore interest at rates ranging between 4.0% and 18.4%. The Company also entered into notes payables with third party finance companies to pay various insurance premiums. At December 31, 2014, these obligations bore interest at rates ranging between 2.3% and 2.8%. The capitalized leases and notes payable were either cancelled or assumed by Ecolab as part of the Sale Transaction.
2014 Revolving Credit Facility
On August 29, 2014, the Company entered into a $20.0 million revolving credit facility, through the execution of a Loan and Security Agreement, by and among the Company, as Guarantor, and certain subsidiaries of the Company, collectively, as Borrower, and Siena Lending Group LLC, as Lender (the Credit Facility). The Credit Facility was paid in full and terminated on November 2, 2015 in connection with the Sale Transaction. Interest on borrowings under the Credit Facility accrued at the Base Rate plus 2.00% and were payable monthly. Base Rate was defined as the greater of (1) the Prime Rate, (2) the Federal Funds Rate plus 0.50%, or (3) 3.25%. Borrowings and availability under the Credit Facility were subject to a borrowing base and limitations, and compliance with other terms specified in the agreement. Borrowings under the Credit Facility were secured by a first priority lien on certain of the Companys and its subsidiaries assets. The Credit Facility contained certain customary representations and warranties, and certain customary covenants on the Companys ability to, among other things, incur additional indebtedness, create liens or other encumbrances, sell or otherwise dispose of assets, pay dividends, and merge or consolidate with other entities or enter into a change of control transaction. The Credit Facility contained various events of default. |
7. Fair Value Measurements |
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Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | In connection with a distribution agreement entered into in December 2010, the Company provided a guarantee that the distributor's operating cash flows associated with the agreement would not fall below certain agreed-to minimums, subject to certain pre-defined conditions, over the ten year term of the distribution agreement. If the distributor's annual operating cash flow fell below the agreed-to annual minimums, the Company would have reimbursed the distributor for any such short fall up to a pre-designated amount. No value was assigned to the fair value of the guarantee at December 31, 2014 based on a probability assessment of the projected cash flows. This liability would be considered a Level 3 financial instrument given the unobservable inputs used in the projected cash flow model. There have been no transfers between Level 1, 2, and 3 financial instruments during the two years ended December 31, 2015. This distribution agreement was assumed by Ecolab in conjunction with the Sale Transaction.
Non-Recurring Fair Value Measurements
There were no assets held for sale at December 31, 2015 and 2014. Total impairment adjustments to the estimated fair value of the Companys assets held for sale for the twelve months ended December 31, 2015 and 2014 were zero and $3.0 million, respectively, which are included in discontinued operations. Fair value was based on the estimated net proceeds from the sale of the assets which were derived based on a number of factors; including standard industry multiples of revenues or operating metrics and the status of ongoing sales negotiations and asset purchase agreements where available. Our estimates of fair value were regularly reviewed and subject to changes based on market conditions, changes in the customer base of the operations or routes and our continuing evaluation as to the facility's acceptable sale price. These assets were measured using Level 3 inputs.
During 2014, in conjunction with its impairment test, the Company recorded a goodwill impairment charge of $5.8 million, and is included in discontinued operations in the consolidated statement of operations and comprehensive loss as further discussed in Note 3, Goodwill and Other Intangible Assets. Determining fair value included the use of significant estimates and assumptions. Management utilized an income approach, specifically the discounted cash flow technique as a means for estimating fair value. This discounted cash flow analysis required various assumptions including those about future cash flows, customer growth rates and discount rates. Expected cash flows were based on historical customer growth, including attrition, future strategic initiatives and continued long-term growth of the business. The discount rates used for the analysis reflected a weighted average cost of capital based on industry and capital structure adjusted for equity risk and size risk premiums. These estimates could have been affected by factors such as customer growth, pricing, and economic conditions that could have been difficult to predict. These assets were measured using Level 3 inputs.
During the third quarter of 2015, as a result of the Sale Transaction, the Company performed an impairment analysis of its intangible assets in accordance with ASC 350, Intangible-Goodwill and Other and its long-lived assets in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets as of August 31, 2015. Based on the analysis performed, it was determined that an impairment of the Companys intangible assets had occurred, resulting in an impairment charge of $10.0 million, which is reported as part of discontinued operations in the consolidated statement of operations and comprehensive loss as discussed in Note 3, "Goodwill and Other Intangible Assets" and an impairment of the Companys fixed assets had occurred, resulting in an impairment charge of $12.6 million, which is reported as part of discontinued operations in the consolidated statement of operations and comprehensive loss as discussed in Note 5, "Property and Equipment." These assets were measured using Level 3 inputs. |
8. Other Related Party Transactions |
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Related Party Transactions [Abstract] | |
OTHER RELATED PARTY TRANSACTIONS | The Company paid fees for training course development and utilization of the delivery platform from a company, the majority of which was owned by a partnership in which a former director and two former executives of the Company had a controlling interest. Fees paid during fiscal years 2015 and 2014 were $0.1 million in each of the two years and are included in discontinued operations in the consolidated statement of operations and comprehensive loss.
The Company purchased chemical products from an entity owned, in full or in part, by a Company employee. Purchases were zero and $5.4 million for the fiscal years ended 2015 and 2014, respectively, and are included in discontinued operations. At December 31, 2015 and 2014, the Company had zero and $0.3 million included in accounts payable of discontinued operations to these entities, respectively.
During the year ended December 31, 2015, the Company was obligated to make lease payments pursuant to certain real property and equipment lease agreements with employees that were former owners of acquired companies. During 2015 and 2014, the Company paid $0.6 million and $0.9 million, respectively, related to these leases and the amounts are included in discontinued operations in the consolidated statement of operations and comprehensive loss. |
9. Income Taxes |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES | Net loss from continuing operations before income taxes for the years ended December 31, 2015 and 2014 includes:
Net loss from discontinued operations before income taxes for the years ended December 31, 2015 and 2014 includes:
There is no income tax benefit or expense on continuing operations for the years ended December 31, 2015 and 2014.
The components of the income tax benefit on discontinued operations for the years ended December 31, 2015 and 2014 include:
A reconciliation of the statutory U.S. Federal income tax rate to the Companys effective income tax rate applicable for continuing operations for the years ended December 31, 2015 and 2014 is as follows:
Deferred income taxes reflect the net tax effect of temporary differences between amounts recorded for financial reporting purposes and amounts used for tax purposes. The major components of deferred tax assets and liabilities from continuing operations are as follows:
The Company has incurred significant net losses for financial reporting purposes. Recognition of deferred tax assets will require generation of future taxable income. A valuation allowance is required to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. During the twelve month period ended December 31, 2015, the Company concluded that the likelihood of realization of the benefits associated with its deferred tax assets does not reach the level of more likely than not. As a result, the Company continues to recognize a full valuation allowance on all deferred tax assets as of at December 31, 2015. As of each reporting date, the Company will consider new evidence, both positive and negative, that could impact its view with regard to future realization of deferred tax assets.
The December 31, 2015, net operating loss (NOL) carryforward for federal income tax purposes is $38.1 million for continuing operations. The federal and state NOLs will begin to expire in 2029.
The Sale Transaction resulted in capital losses for tax purposes. However, due to various tax limitations, including tax matters included in the terms of the Sale Transaction and some of which are controlled by Ecolab, we are unable to determine the amount of capital loss that can be recognized until filing the tax returns. In addition, any capital loss recognized can only be deducted against capital gains and would become a capital loss carryforward which would expire in 2020.
We have no recorded uncertain tax positions, therefore there would be no impact to the effective tax rate. The Company includes interest and penalties accrued in the consolidated financial statements as a component of interest expense. No significant amounts were required to be recorded as of December 31, 2015 and 2014 or during the two year period ended December 31, 2015. The tax years ended December 31, 2012 through December 31, 2015 are considered to be open under statute and therefore may be subject to examination by the Internal Revenue Service and various state jurisdictions. We do not expect the unrecognized tax benefits to change significantly over the next 12 months.
There are no deferred tax assets or liabilities of discontinued operations at December 31, 2015 due to the Sale Transaction. The major components of deferred tax assets and liabilities from discontinued operations as of December 31, 2014 are as follows:
The total net deferred income tax liability of $0.1 million as of December 31, 2014 is classified between other current assets of $0.5 million and noncurrent liability of $0.6 million. Due to the Sale Transaction, these deferred tax assets and liabilities are now reflected in discontinued operations.
Due to the impairment of goodwill for book purposes as of June 30, 2014, a deferred tax asset existed related to goodwill for the Canadian subsidiary. Given the change from 2013 to 2014, from a deferred tax liability to a deferred tax asset, a tax benefit for 2014 of approximately $0.1 million was recognized and is included in discontinued operations.
For the year ended December 31, 2014, there was a deferred tax liability associated with excess book over tax tradenames as it relates to a U.S. subsidiary of the Company. Since tradenames are considered to be an indefinite lived intangible, the associated deferred tax liability is not allowed to be netted with other deferred tax assets in determining the need for a valuation allowance. This resulted in an overall net deferred tax liability after applying the valuation allowance.
Due to the impairment of tradenames for book purposes in the third quarter of 2015, a deferred tax asset now exists related to tradenames for a U.S. subsidiary. Given the change from 2014 to 2015 from a deferred tax liability to a deferred tax asset, a tax benefit for 2015 was recognized and is included in discontinued operations.
After the Sale Transaction, the net operating loss (NOL) carryforwards for federal income tax purposes were $139.6 million. The federal and state NOL relating to the discontinued operations were acquired by Ecolab. |
10. Equity Matters |
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EQUITY MATTERS | Comprehensive Loss
A summary of the changes in each component of accumulated other comprehensive loss for the year ended December 31, 2015 is provided below:
Stock Based Compensation
In November 2010, our board of directors approved, subject to shareholder approval, the Swisher Hygiene Inc. 2010 Stock Incentive Plan (the SIP Plan) to attract, retain, motivate and reward key officers and employees. The SIP Plan, which was approved by shareholders in May 2011 allowed for the grant of stock options, restricted stock units and other equity instruments up to a total of 1,140,000 shares of the Companys common stock. On November 1, 2015 in connection with the Sale Transaction, the change of control under the SIP Plan was triggered and all outstanding stock options became vested. Participants were allowed a period of time to exercise the options, then all unexercised outstanding stock options were cancelled February 2, 2016. On November 5, 2015, as a consequence of the Sale Transaction, the Board of Directors approved the cancellation of outstanding vested and deferred restricted stock units and the payment of $1.05 for each share underlying the restricted stock units in lieu of issuing shares of stock as provided for in the terms of the Restricted Stock Unit plan documents. The payment for the restricted stock units was paid to recipients on January 15, 2016. Effective February 19, 2016, the SIP Plan was terminated by the Board of Directors.
All options were exercisable at a price equal to the closing market value of the Companys common stock on the date immediately preceding the grant. Options generally vested in four equal annual installments beginning on the first anniversary of the grant date and generally expired ten years from the date of grant. Restricted stock units were issued at the closing market value of the Companys common stock on the date immediately preceding the grant and generally vested over four years with the first vesting occurring twelve months after the award and the remaining vesting occurred on the subsequent anniversary dates of the award. Recipients of both options and restricted stock units were not allowed to sell or transfer their shares until the recipient received the shares underlying the award.
Stock Option Activity
A summary of the Companys stock option activity and related information for 2015 and 2014 is as follows:
The aggregate intrinsic value represented the value of the Companys closing stock price on the last trading day of the fiscal period in excess of the weighted average exercise price multiplied by the number of options outstanding or exercisable. Total intrinsic value of options at time of exercise was $0.0 million for 2015 and 2014, respectively. The weighted average grant-date fair value of options granted was $1.47 for 2014. There were no options granted in 2015.
In connection with the Merger, options previously issued by CoolBrands that were outstanding at the date of the Merger were fully vested and all related compensation expense was recognized by CoolBrands prior to November 2, 2010, the Merger date. At December 31, 2014, 6,000 options remained outstanding and exercisable at a weighted average price of $11.50, weighted average remaining contractual life of 0.2 years and an aggregate intrinsic value of $0.0 million. At December 31, 2015, none of the options remained outstanding and exercisable.
The exercise prices for options granted during 2014 ranged from $4.04 to $4.80 per share. There were no options granted in 2015.
As noted above, all unexercised options at February 2, 2016 were cancelled.
Restricted Stock Units
A summary of the Companys restricted stock activity for 2015 and 2014 is as follows:
There were no restricted stock units granted in 2015 as the Directors received a cash payment in lieu of a restricted stock unit grant. As noted above, the outstanding restricted stock units at November 5, 2015 were cancelled by the Board of Directors and recipients were paid $1.05 per share in lieu of receiving shares of stock.
Stock Based Compensation
The Company measured and recognized all stock based compensation at fair value at the date of grant and recognized compensation expense over the requisite service period for awards expected to vest. Stock based compensation cost in 2014 for stock options granted were calculated by the Company using Black-Scholes option-pricing model with the following assumptions:
The expected dividend yield was assumed to be zero as we had not paid, and did not anticipate paying, cash dividends on our shares of common stock. The risk-free interest rate was determined based on a yield curve of U.S. treasury rates based on the expected life of the options granted. The expected volatility was based on an analysis of industry peers historical stock price and the terms of the equity awards. The Company believed that using a peer group stock volatility rate was appropriate given the Companys relatively short history as a public company, which involved a high growth phase and the audit committee investigation discussed further in Note 13 Commitments and Contingencies, both of which occurred in 2012. The expected life is based on the simplified method as we did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected life of our stock options. The Company estimated forfeitures based on estimated turnover by relevant employee categories. The Company recognized stock based compensation on a straight line basis over the requisite service period. For the years ended December 31, 2015 and 2014, the Company recognized stock based compensation expense of $0.7 million and $1.7 million, respectively, in discontinued operations in the consolidated statements of operations for both stock options and restricted stock units. Due to the change in control as a result of the Sale Transaction, stock compensation through 2018 of $0.4 million was accelerated and recognized in 2015 and is included in the $0.7 million stock compensation expense. At December 31, 2015 there were no unrecognized compensation costs related to outstanding stock options and restricted stock units. |
11. Retirement Plan |
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RETIREMENT PLAN | An acquired subsidiary of CoolBrands maintained a defined benefit pension plan (the "Plan") covering substantially all salaried and certain executive employees. Subsequent to the acquisition of this subsidiary in 2000 by CoolBrands, all future participation and all benefits under the Plan were frozen. The Plan provides retirement benefits based primarily on employee compensation and years of service up to the date of acquisition. As part of the Merger, on November 2, 2010, Swisher Hygiene Inc. recorded the net underfunded pension obligation of $0.6 million. In December 2015, the Company sent a notice of plan termination to participants and expects to terminate the Plan in 2016. In connection with the termination, the Company will fund the Plan so there will be no minimum regulatory funding requirement in 2016. Since the Company will fund the total benefit obligation, there will be no expected benefit payments under the Plan in future years.
The following table reconciles the changes in benefit obligations and Plan assets as of December 31, 2015 and 2014 and reconciles the funded status to accrued benefit cost at December 31, 2015 and 2014:
As of December 31, 2015 and 2014, the net underfunded status of the defined benefit plan is $1.4 million and $1.5 million, respectively, which is recognized as accrued benefit cost in other long-term liabilities on the Consolidated Financial Statements. Unrecognized (gains) losses recorded in accumulated other comprehensive loss in the consolidated financial statements were ($1.3) million and ($1.2) million for the periods ended December 31, 2015 and 2014, respectively.
The following table provides the components of the net periodic benefit cost (income) for each of the respective fiscal years:
The key assumptions used in the measurement of the benefit obligation are the discount rate and the expected return on Plan assets for each of the respective years are:
The rate used to discount pension benefit plan liabilities was based on the Citigroup Pension Discount Curve at December 31, 2015 and 2014. The estimated future cash flows for the pension obligation were matched to the corresponding rates on the yield curve to derive a weighted average discount rate.
The expected return on Plan assets was developed by determining projected stock and bond returns and then applying these returns to the target asset allocations of the employee benefit trusts, resulting in a weighted average return on Plan assets. The actual historical returns of the Plan assets were also considered.
The Company sent a notice of plan termination to participants in December 2015 and expects to terminate the Plan in 2016. In connection with the termination, the Company will fund the Plan so there will be no minimum regulatory funding requirement in 2016. Since the Company will fund the total Projected Benefit Obligation of $3.6 million, there will be no expected benefit payments under the Plan in future years.
Plan Assets
The Companys investment strategy is to obtain the highest possible return commensurate with the level of assumed risk. Investments are well diversified within each of the major asset categories. The Companys allocation of Plan assets and target allocations are as follows:
The U.S. and International equities are actively traded on a public exchange and are considered Level 1 assets. The fixed income securities are corporate and government bonds that are valued based on prices in active markets for identical transactions and are considered Level 1 assets. There were no Plan assets categorized as Level 2 or Level 3 as of December 31, 2015 or 2014. There were no significant transfers between Level 1, 2, or Level 3 during the fiscal years 2015 or 2014. See Note 1, Operations and Summary of Significant Accounting Policies, for a description of the fair value hierarchy. |
12. Loss Per Share |
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Earnings Per Share [Abstract] | |
LOSS PER SHARE | Basic net loss from continuing operations and discontinuing operations attributable to common stockholders per share is computed by dividing the applicable net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Shares of common stock underlying outstanding stock options of which the market price of the common stock is lower than the exercise price of the related options were not considered for any dilutive earnings per share calculation. Shares of common stock underlying unvested restricted stock awards of zero and 6,766 were not included in the computation of diluted loss per share for 2015 and 2014, respectively, since their inclusion would be anti-dilutive. |
13. Commitments and Contingencies |
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Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES |
We may be involved in litigation from time to time in the ordinary course of business. The results of these matters cannot be predicted with certainty and we cannot assure you that the ultimate resolution of any legal or administrative proceedings or disputes will not have a material adverse effect on our financial condition.
The Company routinely indemnifies its directors and officers and insures the indemnification risk with various insurance liability policies, primarily directors and officers coverages. Historically, other than the premiums and the retention associated with the directors and officers coverages, the cost to the company of the indemnifications has been immaterial and based on managements current knowledge and the Companys current insurance program, other than the deductible not met at year end of approximately $0.8 million, it is expected that the future cost will also be immaterial; however, we cannot assure that to be the case given the uncertainties inherent in legal proceeding and litigation.
Securities Litigation
On May 21, 2012, a stockholder derivative action was brought against the Company's former CEO and former CFO and the Company's then directors for alleged breaches of fiduciary duty by a purported Company stockholder in the United States District Court for the Southern District of New York. In this derivative action, captioned Arsenault v. Berrard, et al., 1:12-cv-4028, the plaintiff seeks to recover for the Company damages arising out of the Company's March 28, 2012 announcement regarding the Board of Director's conclusion that the Company's previously issued interim financial statements for the quarterly periods ended March 31, 2011, June 30, 2011 and September 30, 2011, and the other financial information in the Company's quarterly reports on Form 10-Q for the periods then ended, should no longer be relied upon and that an internal review by the Company's Audit Committee primarily relating to possible adjustments to the Company's financial statements was ongoing.
On August 13, 2012, the Arsenault derivative action, along with a related putative securities class action pending in the Southern District of New York, was transferred to the United States District Court for the Western District of North Carolina where other related putative securities class actions were pending. All actions were consolidated under the caption In re Swisher Hygiene, Inc. Securities and Derivative Litigation, MDL No. 2384. On August 21, 2012, the Western District of North Carolina issued an order governing the practice and procedure in the actions transferred to the Western District of North Carolina as well as the actions originally filed there. On October 18, 2012, the Western District of North Carolina held an Initial Pretrial Conference at which it appointed lead counsel and lead plaintiffs for the securities class actions, and set a schedule for the filing of a consolidated class action complaint and defendants' time to answer or otherwise respond to the consolidated class action complaint. The Western District of North Carolina stayed the Arsenault derivative action, pending the outcome of the securities class actions, which as previously disclosed were subsequently settled in August 2014. On February 9, 2016, the Arsenault derivative action was voluntarily dismissed without compensation to any party.
On June 11, 2013, an individual action was filed in the United States District Court for the Southern District of Florida captioned Miller, et al. v. Swisher Hygiene, Inc., et al., No. 0:13-CV-61292-JAL, against the Company, its former CEO and former CFO, and a former Company director, bringing state and federal claims founded on the allegations that in deciding to sell their company to the Company, plaintiffs relied on defendants' statements about such things as the Company's accounting and internal controls, which, in light of the Company's restatement of its financial statements, were false. On July 17, 2013, the Company notified the United States Judicial Panel on Multidistrict Litigation ("MDL Panel") of this action, and requested that it be transferred and centralized in the Western District of North Carolina with the other actions pending there. On July 23, 2013, the MDL Panel issued a Conditional Transfer Order (the "Miller CTO"), conditionally transferring the case to the Western District of North Carolina. On July 29, 2013, plaintiffs notified the MDL Panel that they would seek to vacate the Miller CTO. In light of the proceedings in the MDL Panel, defendants requested that the Southern District of Florida stay all proceedings pending the MDL Panel's ruling. On August 6, 2013, the Southern District of Florida issued a stay of all proceedings pending a ruling by the MDL Panel. On October 2, 2013, following briefing on the issue of whether the Miller CTO should be vacated, the MDL Panel issued an order transferring the action to the Western District of North Carolina. The Company and the individual defendants filed motions to dismiss the complaint on March 20, 2014. Briefing on the motions to dismiss was completed on May 12, 2014. On June 2, 2014, plaintiffs filed a motion with the Western District of North Carolina seeking a suggestion for remand from that court to the MDL Panel. Briefing on that motion was completed on June 26, 2014. Oral argument on the motions to dismiss and motion for suggestion for remand were heard on July 22, 2014. On August 5, 2014, the Western District of North Carolina denied plaintiffs' motion for suggestion for remand. On October 22, 2014, the Company filed a notice of supplemental authority in support of its motion to dismiss the complaint. On November 4, 2014, plaintiffs filed a response to the notice of supplemental authority. On July 8, 2015, the Western District of North Carolina ruled on the motions to dismiss. The Western District of North Carolina dismissed plaintiffs' federal securities claims and certain of their state law claims. All claims against the former CFO were dismissed. After issuing its ruling, the Western District of North Carolina recommended by letter to the MDL Panel that the action be transferred back to the Southern District of Florida. On July 16, 2015, the Western District of North Carolina issued an order staying all proceedings in the action pending a determination by the MDL Panel on its recommendation. Thereafter, the MDL Panel issued a Conditional Remand Order, remanding the action to the Southern District of Florida, which was finalized and filed on July 28, 2015. On September 4, 2015, as requested by the Southern District of Florida, the parties submitted a Joint Status Report. On September 9, 2015, the Southern District of Florida issued an Order to Show Cause as to why the remaining state law claims should not be dismissed without prejudice pursuant to 28 U.S.C. § 1367(c)(3). On September 18, 2015, the parties filed their respective responses to the Order to Show Cause. On September 21, 2015, the Southern District of Florida issued an order dismissing the remaining state law claims in the action without prejudice on subject matter jurisdiction grounds pursuant to 28 U.S.C. § 1367(c)(3). On November 6, 2015, the parties reached a settlement of the matter. The terms of the settlement are confidential. The Company's financial obligation under the settlement will be covered by insurance and accordingly, the terms of the settlement did not have a material effect on the Company's financial position.
On September 8, 2015, a lawsuit seeking to be certified as a class action (Paul Berger v. Swisher Hygiene Inc., et al., Case No. 2015 CH 13325 (Ill. Cir. Ct. Cook Co.)) was filed in the Circuit Court of Cook County, Illinois County Department, Chancery Division by Paul Berger, on behalf of himself and all others similarly situated, against Swisher Hygiene Inc., the members of Swisher Hygiene Inc.s board of directors, individually, and Ecolab in connection with the Sale Transaction. The plaintiff has alleged that (i) faced with an ongoing investigation by the Securities and Exchange Commission and the USAO, the individual defendants embarked upon a self-interested scheme to sell off Swisher International, Inc.s assets and to liquidate Swisher Hygiene Inc., (ii) the individual defendants, through an alleged insufficient process, caused Swisher Hygiene Inc. to agree to sell substantially all of its assets for insufficient consideration, (iii) each member of Swisher Hygiene Incs. Board of Directors is interested in the Sale Transaction and the plan of dissolution, and (iv) the proxy statement was materially misleading and/or incomplete. The causes of action set forth in the complaint are (i) a claim for breaches of the fiduciary duties of good faith, loyalty, fair dealing and due care, (ii) a claim for failure to disclose, and (iii) a claim against Ecolab for aiding and abetting breaches of fiduciary duty. The plaintiff sought to enjoin the consummation of the Sale Transaction unless and until defendants provide all material facts in the proxy statement, and the plaintiff also seeks compensatory and/or rescissory damages as allowed by law for the plaintiff. This summary is qualified by reference to the full text of the complaint as filed with the Court.
On October 6, 2015, Defendants filed a motion to dismiss the Illinois action given that a substantially similar action, Raul, was pending in North Carolina. On December 15, 2015, the parties agreed to hold defendants motion to dismiss in abeyance until the court in the Raul action ruled on the pending motions to dismiss in that case, described below. A status hearing is scheduled for February 26, 2016. The Company believes the claims alleged by the plaintiff are without merit and it intends to vigorously defend against them.
On September 11, 2015, a derivative and putative class action (Malka Raul v. Swisher Hygiene Inc. et al., Case No. 15-CVS-16703 (Superior Court, Mecklenburg County, North Carolina)) was filed in the General Court of Justice, Superior Court Division, Mecklenburg County, North Carolina by Malka Raul. The action was brought derivatively on behalf of Swisher Hygiene Inc., and individually and on behalf of all others similarly situated, against Swisher Hygiene Inc., the members of Swisher Hygiene, Incs board of directors, individually, and Ecolab in connection with the Sale Transaction. The plaintiff has alleged that (i) the sale of Swisher International, Inc. to Ecolab contemplated by the purchase agreement is unfair and inequitable to the Swisher Hygiene Incs stockholders and constitutes a breach of the fiduciary duties of the directors in the sale of Swisher International, Inc. (ii) defendants have exacerbated their breaches of fiduciary duty by agreeing to lock up the Sale Transaction with deal protection devices that preclude other bidders from making a successful competing offer for Swisher International, Inc. and preclude stockholders from voting against the Sale Transaction, (iii) the Sale Transaction will divest the Swisher Hygiene Incs stockholders of their ownership interest in Swisher International, Inc. for inadequate consideration; (iv) each of the defendants violated and continues to violate applicable law by directly breaching and/or aiding and abetting the defendants breaches of fiduciary duties of loyalty, due care, independence, good faith and fair dealings, (v) the Sale Transaction is the product of a flawed process that was designed to sell Swisher International, Inc. to Ecolab on terms detrimental to plaintiff and the other Swisher Hygiene Incs stockholders, (vi) the proxy statement fails to provide Swisher Hygiene Incs stockholders with material information and/or provides them with materially misleading information and (vii) the proxy statement fails to provide Swisher Hygiene Inc.s stockholders with all material information concerning the financial analysis of Cassel Salpeter & Co., LLC. The causes of action set forth in the complaint are (i) a claim for breach of fiduciary duty against the individual defendants, (ii) a claim for aiding and abetting breaches of fiduciary duty against Ecolab, (iii) a derivative claim for breach of fiduciary duties against the individual defendants, and (iv) a derivative claim for unjust enrichment against the individual defendants. The plaintiff primarily sought to (i) enjoin defendants from consummating the Sale Transaction unless and until the individual defendants adopt and implement a fair procedure or process to sell Swisher International, Inc., (ii) direct the individual defendants to exercise their fiduciary duties to obtain a transaction which is in the best interests of Swisher Hygiene Inc. and its stockholders and (iii) rescind, to the extent already implemented, the purchase agreement or any of the terms thereof. The plaintiff also seeks costs and disbursements, including reasonable attorneys and experts fees, and such other equitable and/or injunctive relief as the Court may deem just and proper. This summary is qualified by reference to the full text of the complaint as filed with the Court.
On November 5, 2015, defendants in the Raul case filed motions to dismiss, and on November 23, 2015, the plaintiff filed a motion to dismiss as moot and a motion for an award of attorneys fees. Oral arguments of the plaintiffs and defendants motions occurred on January 12, 2016. In supplemental briefing plaintiff advised the Court that it intended to withdraw its motion to dismiss and amend its complaint to include newly discovered information. On January 28, 2016, the Court granted Ecolabs motion to dismiss and plaintiffs permission to file an amended complaint, preserved defendants motions to dismiss for future consideration and deferred consideration of plaintiffs motion for award of attorneys fees.
On February 11, 2016, the plaintiff in the Raul case filed her amended complaint bringing the action derivatively on behalf of Swisher Hygiene Inc., individually and on behalf of all others similarly, against the members of Swisher Hygiene Inc.s board of directors and Swisher Hygiene Inc. The plaintiff alleged a claim for declaratory relief against the individual defendants, a claim for breach of fiduciary duty against the individual defendants, and derivative claims for breach of fiduciary duties, unjust enrichment, abuse of control, and waste relating to the Sale Transaction and the Plan of Dissolution. On February 24, 2016, following a review of the amended complaint, defense counsel advised plaintiffs counsel of certain factual and legal errors contained in the amended complaint, and further advised of defendants intention to seek reimbursement for expenses, including attorneys fees, if the amended complaint was not withdrawn. On February 29, 2016, defendant filed a notice of voluntary dismissal and, on March 3, 2016, the amended complaint was dismissed with prejudice as to the plaintiff, with each side bearing its own costs and expenses.
On October 28, 2015, a civil suit was filed against Swisher Hygiene Inc. and related entities in the Commonwealth of Puerto Rico, Gerardo Jimenez Pacheco v. Service Puerto Rico, LLC, et al. Civil No. D AC2015-2256 (Commonwealth of Puerto Rico). Plaintiff alleges that he sold assets of his privately held company to Service Puerto Rico in February 2011 in exchange for cash and a $375,000 note that was convertible into Swisher Hygiene Inc., shares of common stock. Plaintiff alleges breach of contract, defect in consent, joint and several liability, and abuse of process, all of which appear to be based on plaintiffs reliance on Swisher Hygiene Inc.s 2011 financial statements that were subsequently withdrawn and restated. Plaintiff requested a total of $475,000 in damages for all causes of action, plus attorneys fees and pre-judgment interests. On February 1, 2016, Defendants filed a motion to dismiss and believe that plaintiffs suit is without merit, is bound by the settlement on August 6, 2014 of the class action litigation captioned In re Swisher Hygiene, Inc. Securities and Derivative Litigation, MDL No. 2384, and if not bound by that settlement, is barred by the applicable statute of limitations. Defendants intend to vigorously defend against Plaintiffs claims.
Other Matters
The Honeycrest Holdings, Ltd. v. Integrated Brands, Inc. matter relates to a longstanding dispute between Honeycrest Holdings, Ltd. (Honeycrest) and Integrated Brands, Inc. (Integrated) f/k/a Steves Homemade Ice Cream, Inc. involving a license granted by Honeycrest to Integrated in 1990, which licensed the manufacture and sale of ice cream products by Honeycrest in the United Kingdom. In 1998 Honeycrest filed an action against Integrated (Honeycrest Holdings, Ltd. v. Integrated Brands, Inc., New York Supreme Court, Queens County (Index No. 5204/1998)) alleging a breach of the licensing agreement; Integrated responded by denying the material allegations and alleging Honeycrest had breached the license agreement. Subsequently, Integrated merged with a subsidiary of Coolbrands International Inc (Coolbrands) and in 2001, Honeycrest filed a similar action against Coolbrands and Integrated (Honeycrest Holdings, Ltd. v. Coolbrands International, Inc., et al., New York Supreme Court, Queens County (Index No. 29666/01)). The actions against Integrated and Coolbrands have been combined (although not consolidated) for joint trial. In 2010, Coolbrands (formerly a Canadian corporation) was domesticated in the State of Delaware as Swisher Hygiene Inc. and thereafter acquired Swisher International Inc. In the Sale Transaction, Swisher Hygiene Inc. sold all of the stock of Swisher International Inc. to Ecolab Inc., but retained indirect ownership of Integrated. The litigation involving Honeycrest and Integrated and/or Coolbrands spans 17 years, has been episodically dormant with periods of extended discovery, motion practice, mediation, attempted settlements and other activities. In January 2016, Honeycrest filed a motion to amend the Coolbrands complaint to add Swisher Hygiene Inc. as a defendant in that case. Swisher Hygiene Inc.'s opposition papers were served on February 29, 2016. Swisher Hygiene Inc. believes any possible claim by Honeycrest against it is without merit and intends to vigorously defend itself against any such claims. The foregoing summary is qualified in its entirety by the pleadings that have been filed in the foregoing cases.
On October 7, 2015, the Company entered into a Deferred Prosecution Agreement (the DPA) with the United States Attorneys Office for the Western District of North Carolina (USAO) relating to the USAOs investigation of the Companys accounting practices. Under the terms of the DPA, the USAO filed, but deferred prosecution of, a criminal information charging Swisher Hygiene Inc. with conspiracy to commit securities fraud and other charges relating to the Companys accounting and financial reporting practices reflected in the Company's originally filed Quarterly Reports on Form 10-Q for the periods ended March 31, 2011, June 30, 2011, and September 30, 2011. Pursuant to the DPA, the Company agreed to pay a $2 million fine to the USAO payable in four annual installments of $500,000 each if the Company is financially able to do so. Pursuant to the terms of the DPA, the fine became immediately due and payable in full upon a change in control of the Company. As a result, the fine was paid in full upon the closing of the Sale Transaction, and we are awaiting dismissal of the Bill of Information pursuant to the terms of the DPA.
In 2012, the Company was contacted by the staff of the Atlanta Regional Office of the SEC after publicly announcing the Audit Committee's internal review and the delays in filing our periodic reports. The Company has been asked to make certain individuals available and to provide certain information about these matters to the SEC. The Company is fully cooperating with the SEC. Any action by the SEC or other government agency could result in criminal or civil sanctions against the Company and/or certain of its current or former officers, directors or employees.
Purchase Obligations and Leases
In connection with a distribution agreement entered into in December 2010, the Company provided a guarantee that the distributor's operating cash flows associated with the agreement would not fall below certain agreed-to minimums, subject to certain pre-defined conditions, over the ten year term of the distribution agreement. If the distributor's annual operating cash flow does fall below the agreed-to annual minimums, the Company will reimburse the distributor for any such short fall up to a pre-designated amount. As discussed in Note, 7 Fair Value Measurements no value was assigned to the fair value of the guarantee at December 31, 2014 based on a probability assessment of the projected cash flows. This agreement was assumed by Ecolab in connection with the Sale Transaction.
The Company entered into a Manufacturing and Supply Agreement (the "Cavalier Agreement") with another plant in conjunction with its acquisition of Sanolite in July of 2011. The Cavalier Agreement, which was scheduled to expire on December 31, 2012, was extended for an additional two year period with an automatic 18-month renewal term and a 6-month termination option. The Cavalier Agreement provided for pricing adjustments, up or down, on the first of each month based on the vendor's actual average product costs incurred during the prior month. Additional product payments made by the Company due to pricing adjustments under the Cavalier Agreement were not significant and did not represent costs materially above the market price for such products. The Cavalier Agreement was terminated in September 2014 pursuant to the terms of the agreement.
The Company leased its headquarters and other facilities, equipment and vehicles under operating leases that expired at varying times through 2024. All outstanding leases were either cancelled or transferred to Ecolab in conjunction with the Sale Transaction.
Total rent expense for operating leases, including those with terms of less than one year was $5.6 million and $6.5 million for the years ended December 31, 2015 and 2014, respectively, and are included in discontinued operations in the consolidated statement of operations and comprehensive loss.
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14. Other Expense, Net |
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OTHER EXPENSE, NET | Other expense of continuing operations consists of the following for the years ended December 31, 2015 and 2014:
The Fine Paid to the United States of America is pursuant to the terms of a previously announced Deferred Prosecution Agreement entered into between the Company and the United States Attorneys Office for the Western District of North Carolina.
Other income (expense) of discontinued operations consists of the following for the years ended December 31, 2015 and 2014:
Other primarily consists of a legal settlement received and a refund of insurance in the year ended December 31, 2015. |
15. Geographic Information |
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GEOGRAPHIC INFORMATION | The following table includes our discontinued operations revenue from geographic locations for the years ended December 31, 2015 and 2014 were:
Geographic Information
The following table summarizes our discontinued operations foreign long-lived assets, which relate to our Canadian subsidiaries, as of December 31, 2014. In conjunction with the Sale Transaction, there are no remaining long-lived assets as of December 31, 2015.
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16. Quarterly Financial Data (Unaudited) |
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Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
QUARTERLY FINANCIAL DATA (UNAUDITED) |
Certain amounts have been reclassified in prior quarters to be consistent with the current discontinued operations classification as of December 31, 2015. |
17. Subsequent Event |
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Subsequent Event | |
SUBSEQUENT EVENT |
Resignation and appointment of officers
On February 19, 2016, the Company entered into a Separation Agreement and Release with Mr. Pierce pursuant to which Mr. Pierce will continue to serve as President and Chief Executive Officer of the Company under the same terms as his current employment agreement through the date of his resignation, and Mr. Pierce, or his assignees, will receive severance in the aggregate amount of $234,615, which will be paid in seven installments on a monthly basis. On February 26, 2016, Mr. Pierce tendered his resignation as Chief Executive Officer and President of the Company, effective March 31, 2016.
On February 19, 2016, Mr. Nanovsky resigned as Senior Vice President, Chief Financial Officer and Secretary of the Company, effective March 31, 2016. As a result, the Executive Services Agreement between the Company and The SCA Group, LLC, effective June 9, 2013, pursuant to which Mr. Nanovsky provides his services to the Company will be terminated effective March 31, 2016.
On February 26, 2016, the Board of Directors appointed Richard Handley as President (principal executive officer) and Secretary of the Company, effective April 1, 2016. The Board of Directors is currently finalizing the terms of a consulting agreement with Mr. Handley. Also, the Company is currently reviewing candidates for the position of Chief Financial Officer.
Termination of 2010 Stock Incentive Plan
Effective February 19, 2016, the SIP was terminated by the Board of Directors. All stock options and restricted stock units were cancelled before the plan was terminated. See Note 10, Equity Matters, for further information regarding the SIP.
Termination of Retirement Plan
The Company sent a notice of plan termination to participants in December 2015 and expects to terminate the Plan in 2016. In connection with the termination the Company will fund the Plan so there will be no minimum regulatory funding requirement in 2016. Since the Company will fund the total benefit obligation, there will be no expected benefit payments under the Plan in future years. See Note 11, Retirement Plan for further information regarding the Plan. |
1. Operations and Summary Of Significant Accounting Policies (Policies) |
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Principal Operations | On August 13, 2015, Swisher Hygiene Inc. announced that it had agreed to sell the stock of its wholly owned U.S. subsidiary Swisher International, Inc. and other assets relating to Swisher Hygiene Inc.'s U.S. operations, which comprise all of the Companys remaining operating interests, to Ecolab Inc ("Ecolab"). We refer to the transaction pursuant to the purchase agreement between the Company and Ecolab dated August 12, 2015 as the "Sale Transaction." At closing, Ecolab paid the closing purchase price of $40.5 million, less a $2.0 million holdback to address working capital and other adjustments in accordance with the agreement governing the Sale Transaction. The net proceeds were adjusted by the following items subsequent to closing: $0.2 million receivable for the final adjusted cash balance, $2.0 million of transaction costs for consulting and legal fees, and the $0.9 million purchased cash balance, net of $0.2 million debt assumed. In the Sale Transaction, the Company retained certain debt and liabilities as set forth in the purchase agreement governing the sale. The sale was approved at the Annual Meeting of Stockholders on October 15, 2015, and the sale was completed on November 2, 2015, with an effective date of November 1, 2015. Subsequent to the Sale Transaction, it was determined the $2.0 million holdback would be paid to the Company without any adjustment for working capital. At December 31, 2015, the $2.2 million amount in accounts receivable on the consolidated balance sheet is due from Ecolab and includes the $2.0 million holdback plus $0.2 million final cash adjustment. The $2.0 million holdback was received from Ecolab in January 2016.
As a result of the Sale Transaction a loss of $2.6 million was recorded after the $22.6 million impairment charge was recognized in the quarter ended September 30, 2015, and is included in discontinued operations in the consolidated statement of operations and comprehensive loss. See Note 2, "Discontinued Operations and Assets Held for Sale," and Note 3, "Goodwill and Other Intangible Assets" for a further description of the $2.6 million loss on sale and the $22.6 million impairment charge. In the Sale Transaction, the Company retained certain debt and liabilities as set forth in the purchase agreement governing the sale. Swisher Hygiene Inc. will no longer have any continuing involvement with the operations or cash flows of Swisher International, Inc., and as a result, Swisher Hygiene Inc. has presented the operations of Swisher International, Inc. as discontinued operations for the current and prior years.
Prior to the Sale Transaction, our principal executive offices were located at 4725 Piedmont Row Drive, Suite 400, Charlotte, North Carolina, 28210.
Swisher Hygiene Inc. and its wholly-owned subsidiaries (the Company or we or our) provided essential hygiene and sanitizing solutions that included cleaning and sanitizing chemicals, restroom hygiene programs and a full range of related products and services. We sold consumable products such as detergents, cleaning chemicals, soap, paper, water filters and supplies, together with the rental and servicing of dish machines and other equipment for the dispensing of those products as well as additional services such as the cleaning of facilities. We served customers in a wide range of end-markets, with a particular emphasis on the foodservice, hospitality, retail, and healthcare industries. |
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Basis of Presentation and Principles of Consolidation | Intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications, including those described further in Note 2, Discontinued Operations and Assets Held for Sale, have been made to prior year amounts for consistency with the current period presentation. Financial information, other than share and per share data, is presented in thousands of dollars.
On June 3, 2014, a one-for-ten reverse split of the Company's issued and outstanding common stock, $0.001 par value per share, became effective ("Reverse Stock Split"). Trading of the common stock on a post-Reverse Stock Split adjusted basis began at the open of business on the morning of June 3, 2014. All historic share and per share information, including loss per share, in this Form 10-K have been retroactively adjusted to reflect the Reverse Stock Split. |
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Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. |
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Segments | Prior to the Sale Transaction, we operated in one business segment, the manufacturing, distribution and delivery of hygiene and sanitizing services, products and solutions. We defined business segments as components of an organization for which discrete financial information was available and operating results were evaluated on a regular basis by the chief operating decision maker (CODM) in order to assess performance and allocate resources. Our CODM was the Companys President and Chief Executive Officer. Characteristics of our organization which were relied upon in making this determination included the similar nature of the products and services we sold, the functional alignment of our organizational structure, and the reports that were regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. |
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Cash Equivalents | The Company considers all cash accounts and all highly liquid short term investments purchased with an original maturity of three months or less at date of purchase to be cash equivalents. As of December 31, 2015 and 2014, the Company did not have any investments with maturities greater than three months. |
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Restricted Cash | Restricted cash at December 31, 2015 consists of an account with a maturity of July 3, 2016 to secure a workers compensation letter of credit. Restricted cash at December 31, 2014 consists of amounts held in a collateral account to secure purchase card balances and electronic cash transfers and is included in the current assets of discontinued operations in the consolidated balance sheet. |
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Accounts Receivable | Accounts receivable at December 31, 2015 relate to receivable amounts related to the Sale Transaction. Prior to the Sale Transaction, accounts receivable principally consisted of amounts due from customers for product sales and services. Accounts receivable were reported net of an allowance for doubtful accounts (allowance) and interest was generally not charged to customers on delinquent balances. The allowance was managements best estimate of uncollectible amounts and was based on a number of factors, including overall credit quality of customers, the age of outstanding customer balances, historical write-off experience and specific customer account analysis that projects the ultimate collectability of the outstanding balances. When accounts receivable amounts were considered uncollectible, the amounts were written-off against the allowance for doubtful accounts. The allowance was zero and $1.0 million at December 31, 2015 and 2014, respectively. The December 31, 2014 amount is included in the assets of discontinued operations in the consolidated balance sheet. |
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Inventory | Prior to the Sale Transaction, inventory consisted of purchased items, materials, direct labor, and other manufacturing related overhead and was stated at the lower of cost or market determined using the first in-first out costing method. The Company routinely reviewed inventory for excess and slow moving items as well as for damaged or otherwise obsolete items and for items selling at negative margins. When such items were identified, a reserve was recorded to adjust their carrying value to their estimated net realizable value. The reserve was zero and $0.8 million at December 31, 2015 and 2014, respectively. The December 31, 2014 amount is included in the assets of discontinued operations in the consolidated balance sheet. |
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Property and Equipment | At December 31, 2015, property and equipment consisted of computer software, which is being depreciated using the straight-line method over 1.5 years. A shorter life is being used for the computer software due to the uncertainty of the useful life of the software. Property and equipment is stated at cost, less accumulated depreciation and amortization.
Prior to the Sale Transaction, depreciation and amortization was provided using the straight-line method over the estimated useful lives of individual assets or classes of assets as follows:
Items in service consisted of various systems that dispensed the Companys cleaning and sanitizing products, linens, dish machines and dust control products. Included in the capitalized cost of items in service were costs incurred to install certain equipment for customer locations under long-term contracts. These costs included labor, parts and supplies. Costs of significant additions, renewals and betterments, are capitalized and depreciated. Maintenance and repairs are charged to expense when incurred.
The Company capitalized certain costs incurred during the application development stage associated with the development of new software products for internal use. Research and development costs in the preliminary project stage were expensed. Internal and external training costs and maintenance costs in the post-implementation operation stage were also expensed. Capitalized software costs were amortized over the estimated useful lives of the software commencing upon operational use. |
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Purchase Accounting for Business Combinations | The Company accounted for acquisitions by allocating the fair value of the consideration transferred to the fair value of the assets acquired and liabilities assumed on the date of the acquisition and any remaining difference was recorded as goodwill. Adjustments may have been made to the preliminary purchase price allocation when facts and circumstances that existed on the date of the acquisition surfaced during the allocation period subsequent to the preliminary purchase price allocation, not to exceed one year from the date of acquisition. Contingent consideration was recorded at fair value based on the facts and circumstances on the date of the acquisition and any subsequent changes in the fair value were recorded through earnings each reporting period. Transactions that occurred in conjunction with or subsequent to the closing date of the acquisition were evaluated and accounted for based on the facts and substance of the transactions. |
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Goodwill | Goodwill is not amortized but rather tested for impairment at least annually. The Company tested goodwill for impairment annually during the fourth quarter of each fiscal year. Goodwill was also tested for impairment between annual tests if an event occurred or circumstances changed that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Impairment testing for goodwill was done at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (also known as a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company concluded prior to the Sale Transaction that it had one reporting unit.
When testing goodwill for impairment, the Company assessed qualitative factors to determine whether it was more likely than not (that is, a likelihood of more than 50 percent) that the Companys fair value was less than its carrying amount, including goodwill. Alternatively, the Company may have bypassed this qualitative assessment and performed step 1 of the two-step goodwill impairment test. This step required the determination of the fair value of the reporting unit. If we performed step 1 and the carrying amount of the reporting unit exceeded its fair value, we would have performed step 2 to measure such impairment.
Determining fair value included the use of significant estimates and assumptions. Management utilized an income approach, specifically the discounted cash flow technique as a means for estimating fair value. This discounted cash flow analysis required various assumptions including those about future cash flows, customer growth rates and discount rates. Expected cash flows were based on historical customer growth, including attrition, future strategic initiatives and continued long-term growth of the business. The discount rates used for the analysis reflected a weighted average cost of capital based on industry and capital structure adjusted for equity risk and size risk premiums. These estimates could have been affected by factors such as customer growth, pricing, and economic conditions that could have been difficult to predict. During the second quarter of 2014, in conjunction with its impairment test, the Company recorded a goodwill impairment charge of $5.8 million, and is included in discontinued operations in the consolidated statement of operations and comprehensive loss as further discussed in Note 3, Goodwill and Other Intangible Assets. |
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Other Intangible Assets | Identifiable intangible assets included customer relationships, non-compete agreements, trade names and trademarks, and formulas. The fair value of these intangible assets at the time of acquisition was estimated based upon various valuation techniques including replacement cost and discounted future cash flow projections. Customer relationships were amortized on a straight-line basis over the expected average life of the acquired accounts, which was typically five to ten years based upon a number of factors, including historical longevity of customers and contracts acquired and historical retention rates. The non-compete agreements were amortized on a straight-line basis over the term of the agreements, typically not exceeding five years. Formulas were amortized on a straight-line basis over their estimated useful life of twenty years. The Company reviewed the recoverability of these assets if events or circumstances indicated that the assets may have been impaired and periodically reevaluates the estimated remaining lives of these assets.
Trade names and trademarks were considered to be indefinite lived intangible assets unless specific evidence existed that a shorter life was more appropriate. Indefinite lived intangible assets were tested, at a minimum, on an annual basis, using a discounted cash flow approach, or sooner whenever events or changes in circumstances indicated that an asset may be impaired.
During the third quarter of 2015, as a result of the Sale Transaction, the Company performed an impairment analysis of its intangible assets in accordance with ASC 350, Intangible-Goodwill and Other, as of August 31, 2015. Based on the analysis performed, it was determined that an impairment of the Companys intangible assets had occurred, resulting in an impairment charge of $10.0 million, which is reported as part of discontinued operations in the consolidated statement of operations and comprehensive loss as discussed in Note 3, "Goodwill and Other Intangible Assets." |
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Long-lived Assets | Fixed assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future net cash flows expected to be generated by the asset. If such assets or asset groups are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets or asset groups exceeds the related fair values. The Company also performs a periodic assessment of the useful lives assigned to the long-lived assets, as previously discussed. During the third quarter of 2015, as a result of the Sale Transaction, the Company performed an impairment analysis of its long-lived assets in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets, as of August 31, 2015. Based on the analysis performed, it was determined that an impairment of the Companys fixed assets had occurred, resulting in an impairment charge of $12.6 million, which is reported as part of discontinued operations in the consolidated statement of operations and comprehensive loss as discussed in Note 5, "Property and Equipment." |
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Financial Instruments | The Companys financial instruments, which may expose the Company to concentrations of credit risk, include cash and cash equivalents and accounts receivables. The Company maintains cash deposits with major banks, which from time to time may exceed insured limits. The possibility of loss related to the financial condition of major banks is considered minimal.
The carrying amounts of cash and cash equivalents and accounts receivable approximate fair value due to the short maturity of these instruments. The fair value of the Companys debt was estimated based on the current borrowing rates available to the Company for bank loans with similar terms and maturities and approximated the carrying value of these liabilities. Certain convertible promissory notes were recorded at fair value during 2014 as further described in Note 7, "Fair Value Measurements. |
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Revenue Recognition | Prior to the Sale Transaction, revenue from product sales and service was recognized when the product was delivered to the customer or when services were performed, including product and service sales made under multiple deliverable agreements, which outline the pricing of products and the preferred frequency of delivery. Deliverables under these pricing arrangements were considered to be separate units of accounting, as defined by ASC 605-25, Revenue Recognition Multiple-Element Arrangement, and due to the nature of the Companys business, the timing of the delivery of products and performance of service was concurrent and ongoing and there were no undelivered elements. Franchise and other revenue include product sales, royalties and other fees charged to franchisees in accordance with the terms of their franchise agreements. Royalties and fees were recognized when earned and product sales were recognized as the product was delivered.
The Companys sales policies provide for limited rights of return and, during the fiscal years 2015 and 2014, product returns were insignificant. The Company recorded estimated reductions to revenue for sales returns and for customer programs and incentive offerings, including pricing arrangements, rebates, promotions and other volume-based incentives at the time the sale was recorded. |
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Stock Based Compensation | The Company measured and recognized all stock based compensation at fair value at the date of grant and recognized compensation expense over the requisite service period for awards expected to vest. Determining the fair value of stock based awards at the grant dates required judgment, including estimating the share volatility, the expected term the award will be outstanding, and the amount of the awards that are expected to be forfeited. The Company utilized the Black-Scholes option pricing model to determine the fair value for stock options on the date of grant.
Effective February 19, 2016, the Swisher Hygiene Inc. 2010 Stock Incentive Plan was terminated by the Board of Directors. All stock options and restricted stock units were cancelled before the plan was terminated. See Note 10, Equity Matters for further information regarding the 2010 Stock Incentive Plan. |
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Freight Costs | Shipping and handling costs for freight expense on goods shipped were included in cost of sales. Shipping and handling costs for freight expense on goods received were capitalized to inventory where they were relieved to cost of sales when the product was sold. |
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Income Taxes | Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that deferred tax assets will not be realized.
The Companys policy is to evaluate uncertain tax positions under ASC 740-10, Income Taxes. As of December 31, 2015 and 2014, and for the two years ended December 31, 2015, the Company has not identified any uncertain tax positions requiring recognition in the accompanying consolidated financial statements. The Company includes interest and penalties accrued in the consolidated financial statements as a component of interest expense. No significant amounts were required to be recorded for the two year period ended December 31, 2015. |
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Loss per Common Share | Basic net loss from continuing operations and basic net loss from discontinued operations attributable to common stockholders per share is computed by dividing the applicable net loss by the weighted average number of common shares outstanding during the period. Diluted net loss from continuing operations per share was the same as basic net loss from continuing operations attributable to common stockholders per share for all periods presented, since the effects of any potentially dilutive securities are excluded as they are antidilutive due to the Companys net losses. Diluted net earnings per share from discontinued operations was calculated in the same manner as diluted net loss from continuing operations per share in accordance with ASC 260, Earnings per Share. |
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Comprehensive Loss | Comprehensive loss includes net loss, foreign currency translation adjustments and an employee benefit plan adjustment consisting of changes to unrecognized pension actuarial gains and losses, net of tax. |
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Fair Value Measurements | The Company determines the fair value of certain assets and liabilities based on assumptions that market participants would use in pricing the assets or liabilities. 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, or the exit price. The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and gives precedence to observable inputs in determining fair value. An instruments level within the hierarchy is based on the lowest level of any significant input to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The following is a discussion of the levels established for each input.
Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Instruments classified as Level 1 consist of financial instruments such as listed equities and fixed income securities.
Level 2: Inputs other than quoted prices, included in Level 1, that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability. These are inputs for which there is no market data available or observable inputs that are adjusted using Level 3 assumptions. |
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Pension Plan | An acquired subsidiary of CoolBrands International Inc. (CoolBrands) maintained a defined benefit pension plan ("the Plan") covering approximately 90 employees and is included in the continuing operations. Subsequent to the acquisition of CoolBrands in 2000, all future participation and all benefits under the Plan were frozen. The Plan provides retirement benefits based primarily on employee compensation and years of service up to the date of acquisition. The Company recognizes in its continuing operations consolidated balance sheet the overfunded or underfunded status of the Plan measured as the difference between the fair value of Plan assets and the benefit obligation. The Company recognizes as a separate component of the continuing operations comprehensive loss the actuarial gains and losses that arise during the period that are not recognized as components of net periodic benefit cost. The Company measures the Plan assets and the Plan obligations as of December 31 and discloses additional information in the Notes to Consolidated Financial Statements about certain effects on net periodic benefit cost in the upcoming fiscal year that arise from delayed recognition of the actuarial gains and losses.
The calculation of net periodic benefit cost and the corresponding net liability requires the use of critical assumptions, including the expected long-term rate of return on Plan assets and the assumed discount rate. Changes in these assumptions can result in different expense and liability amounts. Net periodic benefit cost increases as the expected rate of return on Plan assets decreases. Future changes in Plan asset returns, assumed discount rates and other factors related to the participants in the Companys Plan will impact the Companys future net periodic benefit cost and liabilities. The Company cannot predict with certainty what these factors will be in the future however they are not expected to have a material effect on the Companys financial position or cash flows. The Company sent a notice of plan termination to participants in December 2015 and expects to terminate the Plan in 2016. In connection with the termination, the Company will fund the Plan so there will be no minimum regulatory funding requirement in 2016. Since the Company will fund the total benefit obligation, there will be no expected benefit payments under the Plan in future years. |
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Newly Issued Accounting Pronouncements | In April, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this ASU raises the threshold for a disposal to qualify as a discontinued operation and requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, expenses and cash flows of discontinued operations. Under the new guidance, the disposal of a component or group of components of a business will be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entitys operations and financial results. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued. This accounting standard update is effective for annual periods beginning on or after December 15, 2014 and related interim periods, with early adoption allowed. This standard has been adopted by the Company and the impact is incorporated in the Companys consolidated financial statements and disclosures.
In August, 2015, the FASB issued ASU No. 2015-14 which updated previously issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU is intended to clarify the principles for recognizing revenue by providing a more robust framework for addressing revenue issues; improving comparability of revenue recognition practices; and providing more useful information to users of financial statements through improved revenue disclosure requirements. The updated ASU changed the effective date of the previously issued ASU, and made it effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this standard and has elected to not adopt the standard early.
In August 2014, the FASB issued ASU Update No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. This ASU provides guidance related to managements responsibility to evaluate whether there is substantial doubt about the entitys ability to continue as a going concern and to provide related footnote disclosures. The new requirements are effective for the annual periods ending after December 15, 2016, and for interim periods and annual periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of this standard and has elected to not adopt the standard early.
In April 2015 and August 2015, the FASB issued ASU 2015-03 (ASC Subtopic 835-30), Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15 (ASC Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements- Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting, respectively. The ASUs require that debt issuance costs related to a recognized debt liability, with the exception of those related to line-of-credit arrangements, be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The amendments in these ASUs are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The adoption of this new guidance is not expected to have a material impact on the Companys consolidated financial statements and disclosures.
In September 2015, the FASB issued ASU 2015-16 (ASC Topic 805), Business Combinations Simplifying the Accounting for Measurement-Period Adjustments. The amendments in this update require that an acquirer recognize measurement period adjustments in the period in which the adjustments are determined. The income effects of such measurement period adjustments are to be recorded in the same periods financial statements but calculated as if the accounting had been completed as of the acquisition date. The impact of measurement period adjustments to earnings that relate to prior period financial statements are to be presented separately on the income statement or disclosed by line item. The amendments in this update are for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for public business entities for reporting periods for which financial statements have not yet been issued. The adoption of this new guidance is not expected to have a material impact on the Companys consolidated financial statements and disclosures.
In November 2015, the FASB issued ASU 2015-17 (ASC Topic 740), Income Taxes Balance Sheet Classification of Deferred Taxes. The amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted by all entities as of the beginning of an interim or annual reporting period. The adoption of this new guidance is not expected to have a material impact on the Companys consolidated financial statements and disclosures.
In January 2016, the FASB issued ASU 2016-01 (ASC Subtopic 825-10), Financial Instruments- Overall Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this ASU require entities to measure all investments in equity securities at fair value with changes recognized through net income. This requirement does not apply to investments that qualify for the equity method of accounting, to those that result in consolidation of the investee, or for which the entity meets a practicability exception to fair value measurement. Additionally, the amendments eliminate certain disclosure requirements related to financial instruments measured at amortized cost and add disclosures related to the measurement categories of financial assets and financial liabilities. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted for only certain portions of the ASU. The Company is in the process of assessing the impact, if any, on its consolidated financial statements. |
1. Operations and Summary Of Significant Accounting Policies (Tables) |
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Dec. 31, 2015 | |||||||||||||||||||||||||||||
Operations And Summary Of Significant Accounting Policies Tables | |||||||||||||||||||||||||||||
Schedule of property and equipment |
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2. Discontinued Operations and Assets Held For Sale (Tables) |
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discontinued Operations And Assets Held For Sale Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets held for sale |
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Summary of operating results for discontinued operations |
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3. Goodwill And Other Intangible Assets (Tables) |
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Goodwill And Other Intangible Assets Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of goodwill |
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Schedule of other intangible assets |
(A) Consist of indefinite lived and finite lived intangible assets. |
4. Inventory (Tables) |
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||
Inventory Tables | |||||||||||||||||||||||||||||||
Schedule of inventory |
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5. Property and Equipment (Tables) |
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property And Equipment Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Property and Equipment |
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6. Long Term Debt and Obligations (Tables) |
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long Term Debt And Obligations Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of long term obligations |
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9. Income Taxes (Tables) |
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of net loss before income taxes | Net loss from continuing operations before income taxes for the years ended December 31, 2015 and 2014 includes:
Net loss from discontinued operations before income taxes for the years ended December 31, 2015 and 2014 includes:
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Schedule of components of the provision for income taxes |
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Schedule of reconciliation of the statutory U.S. Federal income tax rate |
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Schedule of deferred income taxes |
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Deferred tax assets and liabilities from discontinued operations |
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10. Equity Matters (Tables) |
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Equity Matters Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in each component of accumulated other comprehensive loss |
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Schedule of Company's stock option activity |
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Schedule of Company's restricted stock activity |
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Schedule of stock options valuation assumptions |
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11. Retirement Plan (Tables) |
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Schedule of changes in benefit obligations and Plan assets |
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Schedule of net periodic benefit costs |
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Schedule of measurement of the benefit obligation |
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Schedule of plan assets |
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14. Other Expense, Net (Tables) |
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Schedule of other expense | Other expense of continuing operations consists of the following for the years ended December 31, 2015 and 2014:
Other income (expense) of discontinued operations consists of the following for the years ended December 31, 2015 and 2014:
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15. Geographic Information (Tables) |
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Geographic Information Tables | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of revenue from geographic locations |
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Schedule of Canadian subsidiaries long lived assets |
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16. QUARTERLY FINANCIAL DATA (Tables) |
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Quarterly Financial Data Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule quarterly data |
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1. Operations and Summary Of Significant Accounting Policies (Details) |
12 Months Ended |
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Dec. 31, 2015 | |
Items in Service [Member] | Minimum [Member] | |
Estimated useful lives | 2 years |
Items in Service [Member] | Maximum [Member] | |
Estimated useful lives | 7 years |
Equipment, Laundry Facility Equipment and Furniture [Member] | Minimum [Member] | |
Estimated useful lives | 3 years |
Equipment, Laundry Facility Equipment and Furniture [Member] | Maximum [Member] | |
Estimated useful lives | 20 years |
Vehicles [Member] | |
Estimated useful lives | 5 years |
Computer Equipment [Member] | |
Estimated useful lives | 3 years |
Computer Software [Member] | Minimum [Member] | |
Estimated useful lives | 3 years |
Computer Software [Member] | Maximum [Member] | |
Estimated useful lives | 7 years |
Building and Leasehold Improvements [Member] | Minimum [Member] | |
Estimated useful lives | 1 year |
Building and Leasehold Improvements [Member] | Maximum [Member] | |
Estimated useful lives | 40 years |
1. Operations and Summary Of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
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Operations And Summary Of Significant Accounting Policies Details Narrative | ||
Allowance for doubtful accounts | $ 0 | $ 1,000 |
Inventory reserve | $ 0 | $ 800 |
2. Discontinued Operations and Assets Held for Sale (Details 1) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||||||||
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Dec. 31, 2015 |
Sep. 30, 2015 |
Jun. 30, 2015 |
Mar. 31, 2015 |
Dec. 31, 2014 |
Sep. 30, 2014 |
Jun. 30, 2014 |
Mar. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Revenue | $ 142,713 | $ 193,757 | ||||||||
Loss from discontinued operations | (46,307) | (40,399) | ||||||||
Income tax expense | (43) | (89) | ||||||||
Net loss from discontinued operations | $ (6,540) | $ (27,191) | $ (5,973) | $ (6,560) | $ (8,764) | $ (6,567) | $ (13,662) | $ (11,317) | (46,264) | (40,310) |
Discontinued Operations | ||||||||||
Revenue | 142,713 | 193,757 | ||||||||
Cost of sales | 66,684 | 89,101 | ||||||||
Route expense | 37,599 | 50,595 | ||||||||
Selling, general and administrative | 46,538 | 62,905 | ||||||||
Depreciation and amortization | 13,494 | 21,216 | ||||||||
Impairments | 22,807 | 8,810 | ||||||||
Loss on Sale Transaction | 2,615 | 0 | ||||||||
Other (income) expenses, net | (717) | 1,529 | ||||||||
Loss from discontinued operations | (46,307) | (40,399) | ||||||||
Income tax expense | 43 | 89 | ||||||||
Net loss from discontinued operations | $ (46,264) | $ (40,310) |
3. Goodwill And Other Intangible Assets (Details) $ in Thousands |
12 Months Ended |
---|---|
Dec. 31, 2014
USD ($)
| |
Goodwill And Other Intangible Assets Details | |
Gross balance- beginning | $ 5,821 |
Impairment loss | (5,821) |
Net balance - ending | $ 0 |
3. Goodwill And Other Intangible Assets (Details 1) $ in Thousands |
12 Months Ended |
---|---|
Dec. 31, 2014
USD ($)
| |
Carrying amount | $ 66,428 |
Accumulated amortization | (36,982) |
Net | 29,446 |
Customer Relationships | |
Carrying amount | 50,635 |
Accumulated amortization | (27,838) |
Net | $ 22,797 |
Weighted-average Amortization Period (Years) | 8 years 10 months 24 days |
Non-compete agreements | |
Carrying amount | $ 9,098 |
Accumulated amortization | (8,032) |
Net | $ 1,066 |
Weighted-average Amortization Period (Years) | 4 years |
Formulas | |
Carrying amount | $ 4,544 |
Accumulated amortization | (772) |
Net | $ 3,772 |
Weighted-average Amortization Period (Years) | 20 years |
Trademarks | |
Carrying amount | $ 2,151 |
Accumulated amortization | (340) |
Net | $ 1,811 |
5. Goodwill And Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
GoodwillAndOtherIntangibleAssetsDetailsNarrativeAbstract | ||
Non-cash impairment charge | $ 5,800 | |
Amortization of intangibles assets | $ 5,100 | $ 7,700 |
4. Inventory (Details) $ in Thousands |
Dec. 31, 2014
USD ($)
|
---|---|
InventoryDetailsAbstract | |
Finished goods | $ 12,285 |
Raw materials | 2,781 |
Work in progress | 360 |
Inventory, net | $ 15,426 |
5. Property and Equipment (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Property and equipment, gross | $ 27 | $ 77,465 |
Less: accumulated depreciation and amortization | (1) | (40,428) |
Property and equipment, net | 26 | 0 |
Items in Service [Member] | ||
Property and equipment, gross | 0 | 48,928 |
Equipment, Laundry Facility Equipment and Furniture [Member] | ||
Property and equipment, gross | 0 | 10,276 |
Vehicles [Member] | ||
Property and equipment, gross | 0 | 2,380 |
Computer Equipment [Member] | ||
Property and equipment, gross | 0 | 2,312 |
Computer Software [Member] | ||
Property and equipment, gross | 27 | 7,378 |
Building and Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 0 | $ 6,191 |
6. Long Term Debt and Obligations (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Notes payable | $ 1,193 | |
Convertible promissory notes, 4.0%: maturing at various dates through 2016 | 832 | |
Capitalized lease obligations and other financing | 843 | |
Total debt and obligations | 2,868 | |
Long-term debt and obligations due within one year | $ 0 | (1,790) |
Long-term debt and obligations | 1,078 | |
Discontinued Operations | ||
Notes payable | 0 | |
Convertible promissory notes, 4.0%: maturing at various dates through 2016 | 0 | |
Capitalized lease obligations and other financing | 201 | |
Total debt and obligations | 201 | |
Long-term debt and obligations due within one year | (94) | |
Long-term debt and obligations | $ 107 |
8. Other Related Party Transactions (Details Narrative) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Other Related Party Transactions Details Narrative | ||
Purchases from Related Party | $ 0 | $ 5,400 |
Accounts Payable, Related Party | 0 | 300 |
Lease payments, Related Party | 600 | 900 |
Fees paid | $ 100 | $ 100 |
9. Income Taxes (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Domestic | $ (11,326) | $ (6,498) |
Net loss from continuing operations before income taxes | (11,326) | (6,498) |
Loss from discontinued operations | (46,307) | (40,399) |
Discontinued Operations | ||
Domestic | (45,441) | (35,959) |
Foreign | (866) | (4,440) |
Loss from discontinued operations | $ (46,307) | $ (40,399) |
9. Income Taxes (Details 1) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Deferred: | ||
Total income tax (benefit) expense | $ 43 | $ 89 |
Discontinued Operations | ||
Current Federal, state and foreign | (19) | 2 |
Deferred: | ||
Federal and state | (24) | 13 |
Foreign | 0 | (104) |
Total income tax (benefit) expense | $ (43) | $ (89) |
9. Income Taxes (Details 2) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Income Taxes Details 2 | ||
U.S. Federal statutory rate | 34.00% | 35.00% |
State and local taxes, net of Federal benefit | 3.00% | 4.00% |
Other permanent expenses | (6.00%) | 0.00% |
Change in valuation allowance | (31.00%) | (39.00%) |
Effective income tax rate | 0.00% | 0.00% |
10. Equity Matters (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Balance at December 31, 2014 | $ (1,307) | |
Current period other comprehensive loss | (57,547) | $ (47,586) |
Balance at December 31, 2015 | (1,264) | (1,307) |
Foreign Exchange | ||
Balance at December 31, 2014 | (125) | |
Current period other comprehensive loss | 125 | |
Balance at December 31, 2015 | 0 | (125) |
Defined Benefit Plan | ||
Balance at December 31, 2014 | (1,182) | |
Current period other comprehensive loss | (82) | |
Balance at December 31, 2015 | (1,264) | (1,182) |
Total | ||
Balance at December 31, 2014 | (1,307) | |
Current period other comprehensive loss | 43 | |
Balance at December 31, 2015 | $ (1,264) | $ (1,307) |
10. Equity Matters (Details 1) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Equity Matters Details 1 | ||
Number of Options Outstanding, Beginning | 709,246 | 525,880 |
Number of Options Granted | 0 | 378,000 |
Number of Options Cancelled | (222,033) | (194,634) |
Number of Options Exercised | 0 | 0 |
Number of Options Outstanding, Ending | 487,213 | 709,246 |
Exercisable at December 31, 2015 | 487,213 | |
Weighted Average Exercise Price Outstanding, Beginning | $ 13.59 | $ 22.05 |
Weighted Average Exercise Price Granted | 4.10 | |
Weighted Average Exercise Priced Cancelled | 13.93 | 18.00 |
Weighted Average Exercise Price Outstanding, Ending | 13.45 | $ 13.59 |
Weighted Average Exercise Price Exercisable | $ 13.45 | |
Weighted Average Remaining Contractual Term (in years) | 1 month 6 days | |
Exercisable at December 31, 2015 | 1 month 6 days | |
Aggregate Intrinsic Value, Outstanding | $ 0 | |
Aggregate Intrinsic Value, Exercisable | $ 0 |
10. Equity Matters (Details 2) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Equity Matters Details 2 | ||
Number of Restricted Stock Awards/Units Non-Vested, Beginning | 6,766 | 38,186 |
Granted | 0 | 53,873 |
Vested | (6,748) | (73,786) |
Forfeited | (18) | (11,507) |
Number of Restricted Stock Awards/Units Non-Vested Ending | 0 | 6,766 |
Weighted - Average Grant Date Fair Value, Beginning | $ 81.38 | $ 56.06 |
Granted | 0 | 3.71 |
Vested | 77.39 | 17.67 |
Forfeited | 28.83 | 42.26 |
Weighted - Average Grant Date Fair Value, Ending | $ 0 | $ 81.38 |
Aggregate Intrinsic Value | $ 0 | $ 0 |
10. Equity Matters (Details 3) |
12 Months Ended |
---|---|
Dec. 31, 2014 | |
Equity Matters Details 3 | |
Expected dividend yield | 0.00% |
Risk free interest rate, min | 1.90% |
Risk free interest rate, max | 2.00% |
Volatility factor | 32.70% |
Expected life | 6 years 3 months |
10. Equity Matters (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Equity Matters Details Narrative | ||
Total intrinsic value of options | $ 0 | $ 0 |
Weighted average grant-date fair value of options granted | $ 1.47 | |
Outstanding and exercisable, options | 0 | 6,000 |
Outstanding and exercisable weighted average price | $ 11.50 | |
Outstanding and exercisable weighted average remaining contractual life | 2 months 12 days | |
Exercise prices for options granted Minimum | $ 4.04 | |
Exercise prices for options granted, Maximum | $ 4.80 | |
Rrecognized stock based compensation expense | $ 700 | $ 1,700 |
Total unrecognized compensation costs | $ 0 |
11. Retirement Plan (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Interest cost | $ 140 | $ 139 |
Actuarial loss | 33 | 8 |
Benefit Obligation | ||
Beginning Balance, Benefit Obligation | 3,795 | 3,076 |
Interest cost | 139 | 139 |
Actuarial loss | (185) | 697 |
Benefit payments | (129) | (117) |
Ending Balance, Benefit Obligation | 3,620 | 3,795 |
Benefit payment | (129) | (117) |
Plan Assets | ||
Benefit payments | (129) | (117) |
Beginning Balance, Plan Assets | 2,310 | 2,221 |
Actual return on plan assets | (66) | 108 |
Employer contributions | 93 | 98 |
Benefit payment | (129) | (117) |
Ending Balance, Plan Assets | $ 2,208 | $ 2,310 |
11. Retirement Plan (Details 1) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Retirement Plan Details 1 | ||
Interest cost | $ 140 | $ 139 |
Expected return on Plan assets | (172) | (166) |
Recognized net actuarial loss | 33 | 8 |
Net periodic benefit cost (income) | $ 1 | $ (19) |
11. Retirement Plan (Details 2) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Retirement Plan Details 2 | ||
Discount rate | 3.80% | 3.80% |
Expected return on Plan assets | 7.50% | 7.50% |
11. Retirement Plan (Details 3) - Fair Value, Inputs, Level 1 [Member] - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Equities: | ||
U. S. | $ 919 | $ 1,116 |
International | 199 | 337 |
Fixed Income: | ||
U. S. | 692 | 560 |
International | 93 | 82 |
Cash, cash equivalents and other | 305 | 215 |
Total | $ 2,208 | $ 2,310 |
12. Loss Per Share (Details Narrative) - shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Loss Per Share Details Narrative | ||
Anti-Dilutive securities not included in the computation of diluted loss per share | 0 | 6,766 |
13. Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Commitments And Contingencies Details Narrative | ||
Total rent expense | $ 5,600 | $ 6,500 |
14. Other Expense, Net (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Other Expense Net Details | ||
Interest expense | $ (65) | $ (134) |
Fine Paid to the United States of America | (2,000) | 0 |
Total other expense, net | $ (2,065) | $ (134) |
14. Other Expense, Net (Details 1) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Interest expense | $ (65) | $ (134) |
Other | (2,065) | (134) |
Total other income (expense), net | (2,065) | (134) |
Discontinued Operations | ||
Interest income | 0 | 9 |
Interest expense | (334) | (253) |
Foreign currency | (620) | (167) |
Gain (Loss) on Sale of Assets | 2,080 | (1,070) |
Loss on Extinguishment of Revolving Credit Facility | (923) | 0 |
Other | 514 | (48) |
Total other income (expense), net | $ 717 | $ (1,529) |
15. Geographic Information (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Revenue | ||
United States | $ 138,449 | $ 184,854 |
Foreign countries | 4,264 | 8,903 |
Total revenue | $ 142,713 | $ 193,757 |
15. Geographic Information (Details 1) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Long-Lived Assets | ||
Property and equipment, net | $ 26 | $ 0 |
Canadian subsidiaries | ||
Long-Lived Assets | ||
Property and equipment, net | 739 | |
Other intangibles, net | 528 | |
Total long-lived assets | $ 1,267 |
16. QUARTERLY FINANCIAL DATA (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 |
Sep. 30, 2015 |
Jun. 30, 2015 |
Mar. 31, 2015 |
Dec. 31, 2014 |
Sep. 30, 2014 |
Jun. 30, 2014 |
Mar. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Quarterly Financial Data Details | ||||||||||
Loss from continuing operations | $ (2,854) | $ (2,506) | $ (1,675) | $ (2,226) | $ (1,301) | $ (1,177) | $ (1,461) | $ (2,425) | $ (9,261) | $ (6,364) |
Net loss from continuing operations | (2,749) | (4,589) | (1,717) | (2,271) | (1,329) | (1,210) | (1,484) | (2,475) | (11,326) | (6,498) |
Net loss from discontinued operations | $ (6,540) | $ (27,191) | $ (5,973) | $ (6,560) | $ (8,764) | $ (6,567) | $ (13,662) | $ (11,317) | $ (46,264) | $ (40,310) |
Basic and diluted loss per share - continuing operations | $ (0.15) | $ (0.26) | $ (0.10) | $ (0.13) | $ (0.08) | $ (0.07) | $ (0.08) | $ (0.14) | $ (0.64) | $ (0.37) |
Basic and diluted loss per share - discontinued operations | $ (0.37) | $ (1.53) | $ (0.34) | $ (0.37) | $ (0.49) | $ (0.37) | $ (0.77) | $ (0.64) | $ (2.61) | $ (2.27) |
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