LOUISVILLE, KY (December 11, 2015) -- Industrial Services of America, Inc. (NASDAQ: IDSA), (the “Company” or “ISA”), a company that buys, processes and markets ferrous and non-ferrous metals and other recyclable commodities, offers waste management programs and equipment to commercial customers and sells used auto parts, today announced the sale of its Waste Services segment.
On December 4, 2015, Industrial Services of America, Inc. ("ISA") and WESSCO, LLC, a wholly owned subsidiary of ISA ("WESSCO," and together with ISA, the "Company"), entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") pursuant to which the Company sold its “Waste Services Segment,” consisting of substantially all of the assets used in (i) the Company’s commercial, retail and industrial waste and recycling management services business which the Company operated under the name “Computerized Waste Systems” or “CWS,” and (ii) the Company’s equipment sales, rental and maintenance business for the commercial and industrial waste and recycling industry which the Company operated under the name “Waste Equipment Sales and Service Company.”
The Company received cash consideration at closing of $7.5 million, less $150,000 retained by Purchaser which will be released to the Company or retained by the Purchaser in connection with any working capital adjustment. Purchaser assumed certain liabilities relating to the Waste Services Segment, including but not limited to, current liabilities, warranty liabilities, and post-closing liabilities incurred in connection with transferred contracts.
The sale included substantially all of the assets of the Waste Services Segment including, but not limited to, current assets, accounts receivable, tangible personal property, certain leases, inventory, intellectual property, rights under transferred contracts, rights of action and all associated goodwill and other intangible assets associated with the transferred assets.
The Asset Purchase Agreement contains standard and customary representations, warranties and covenants, including a restrictive covenant under which the Company will be prohibited from competing with the Waste Services Segment for five years following the closing.
The Company used the proceeds, net of transaction costs, to repay debt. The Company used the proceeds to repay in full the Company’s outstanding indebtedness with Bank of Kentucky, Inc., and to repay in full ISA’s term loan from Wells Fargo Bank, National Association ("Wells Fargo"). The Company also used the proceeds to pay all outstanding amounts on ISA’s $5.0 million revolving line of credit with Wells Fargo which will remain available following the closing. The material terms of ISA’s Credit Agreement with Wells Fargo dated as of June 13, 2014, subsequently amended, including the terms relating to the revolving line of credit, have been previously reported on Current Reports on Form 8-K filed with the Securities and Exchange Commission on June 19, 2014, January 15, 2015 and November 12, 2015.
“The Company is pleased with completing this transaction and providing liquidity to the business,” noted ISA President Sean Garber. Mr. Garber added, “Following a very challenging year in the metal commodity markets, the Company believes the sale of our Waste Services segment is a critical step in positively positioning the Company for future growth and opportunity.”
D.A. Davidson & Co. acted as exclusive financial advisor to Industrial Services of America in the transaction.
ISA’s SEC filings are available for review at the Securities and Exchange Commission web site at http://www.sec.gov/edgar/searchedgar/companysearch.html. For additional information regarding the Acquisition, see the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 7, 2015.
This news release contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ from predicted results. Specific risks include the Company’s ability to continue as a going concern, fluctuations in the price of recycled materials and loss of customers. Further information on factors that could affect ISA’s results is detailed in ISA’s filings with the Securities and Exchange Commission. ISA undertakes no obligation to publicly release the results of any revisions to the forward-looking statements.