Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 19, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-12907 | ||
Entity Registrant Name | KNOLL, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-3873847 | ||
Entity Address, Address Line One | 1235 Water Street | ||
Entity Address, City or Town | East Greenville | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 18041 | ||
City Area Code | 215 | ||
Local Phone Number | 679-7991 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Security Exchange Name | NYSE | ||
Trading Symbol | KNL | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,128,501,610 | ||
Documents Incorporated by Reference | Portions of the Registrant's definitive Proxy Statement for its 2020 Annual Meeting of Stockholders are incorporated by reference into Part III of this report on Form 10-K to the extent stated therein. | ||
Entity Central Index Key | 0001011570 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 49,804,496 | ||
Restricted Stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 742,559 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 8.5 | $ 1.6 |
Customer receivables, net of allowance for doubtful accounts of $4.0 and $3.7, respectively | 107.4 | 120.2 |
Inventories | 195.9 | 170.5 |
Prepaid expenses | 17.2 | 25.6 |
Other current assets | 11.6 | 13.7 |
Total current assets | 340.6 | 331.6 |
Property, plant, and equipment, net | 239 | 215 |
Goodwill | 332.1 | 320.8 |
Intangible assets, net | 348.2 | 353.9 |
Right-of-use lease assets | 94.4 | |
Other noncurrent assets | 3.6 | 5.6 |
Total Assets | 1,357.9 | 1,226.9 |
Current liabilities: | ||
Current maturities of long-term debt | 17.1 | 17.2 |
Accounts payable | 131.9 | 126.7 |
Current portion of lease liability | 20.7 | |
Other current liabilities | 120.3 | 128.9 |
Total current liabilities | 290 | 272.8 |
Long-term debt | 428.9 | 443.9 |
Deferred income taxes | 87.5 | 86.5 |
Lease liability | 87 | |
Pension liability | 22 | 13.9 |
Other noncurrent liabilities | 14.9 | 23.3 |
Total liabilities | 930.3 | 840.4 |
Commitments and contingencies (Note 14) | ||
Equity: (shares in thousands) | ||
Common stock, $0.01 par value; 200,000 shares authorized; 66,296 shares and 65,779 shares issued, respectively, and 49,775 and 49,431 shares outstanding, respectively, net, at all periods, of treasury shares and inclusive of non-voting restricted shares | 0.5 | 0.5 |
Additional paid-in capital | 66.8 | 58.8 |
Retained earnings | 429.7 | 395.4 |
Accumulated other comprehensive loss | (69.4) | (68.4) |
Total Knoll, Inc. stockholders' equity | 427.6 | 386.3 |
Noncontrolling interests | 0 | 0.2 |
Total equity | 427.6 | 386.5 |
Total Liabilities and Equity | $ 1,357.9 | $ 1,226.9 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 4 | $ 3.7 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 66,296,000 | 65,779,000 |
Common stock, shares outstanding (in shares) | 49,775,000 | 49,431,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Sales | $ 1,428,100,000 | $ 1,302,300,000 | $ 1,132,900,000 |
Cost of sales | 879,100,000 | 820,800,000 | 718,300,000 |
Gross profit | 549,000,000 | 481,500,000 | 414,600,000 |
Selling, general, and administrative expenses | 411,900,000 | 363,700,000 | 315,600,000 |
Restructuring charges | 800,000 | 2,600,000 | 2,200,000 |
Write-off of property, plant, and equipment | 0 | 0 | 16,300,000 |
Intangible asset impairment charge | 6,500,000 | 0 | 0 |
Operating profit | 129,800,000 | 115,200,000 | 80,500,000 |
Pension settlement charges | 21,000,000 | 5,700,000 | 2,200,000 |
Interest expense | 21,700,000 | 20,900,000 | 7,400,000 |
Other income, net | (3,800,000) | (9,600,000) | (7,700,000) |
Income before income tax expense (benefit) | 90,900,000 | 98,200,000 | 78,600,000 |
Income tax expense (benefit) | 23,400,000 | 24,900,000 | (1,600,000) |
Net earnings | $ 67,500,000 | $ 73,300,000 | $ 80,200,000 |
Net earnings per share: | |||
Basic (in dollars per share) | $ 1.38 | $ 1.51 | $ 1.66 |
Diluted (in dollars per share) | $ 1.36 | $ 1.49 | $ 1.63 |
Weighted-average common shares outstanding: (in thousands) | |||
Basic (in shares) | 48,846,000 | 48,657,000 | 48,423,000 |
Diluted (in shares) | 49,457,000 | 49,218,000 | 49,160,000 |
Other comprehensive income (loss), net of tax: | |||
Unrealized loss on cash flow hedge | $ (3,600,000) | $ (1,300,000) | $ 0 |
Pension and other post-employment liability adjustments, net of tax | 4,300,000 | 2,600,000 | (5,300,000) |
Foreign currency translation adjustments | 3,200,000 | (13,100,000) | 4,900,000 |
Foreign currency translation adjustments on long term intercompany notes | (4,900,000) | (8,100,000) | 0 |
Total other comprehensive loss, net | (1,000,000) | (19,900,000) | (400,000) |
Comprehensive income | $ 66,500,000 | $ 53,400,000 | $ 79,800,000 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Knoll, Inc. Stockholders' Equity | Noncontrolling Interests |
Beginning Balance at Dec. 31, 2016 | $ 309.4 | $ 0.5 | $ 55.1 | $ 297 | $ (43.4) | $ 309.2 | $ 0.2 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net earnings | 80.2 | 80.2 | 80.2 | 0 | |||
Other comprehensive loss | (0.4) | (0.4) | (0.4) | ||||
Exercise of stock options | 0.5 | 0.5 | 0.5 | ||||
Stock-based compensation | 9.8 | 9.8 | 9.8 | ||||
Cash dividend (in dollars per share) | (29.9) | (29.9) | (29.9) | ||||
Purchase of common stock for treasury | (10.9) | (10.9) | (10.9) | ||||
Ending Balance at Dec. 31, 2017 | 358.7 | 0.5 | 54.5 | 347.3 | (43.8) | 358.5 | 0.2 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net earnings | 73.3 | 73.3 | 73.3 | ||||
Other comprehensive loss | (19.9) | (19.9) | (19.9) | ||||
Stock-based compensation | 8.7 | 8.7 | 8.7 | ||||
Cash dividend (in dollars per share) | (29.9) | (29.9) | (29.9) | ||||
Purchase of common stock for treasury | (4.4) | (4.4) | (4.4) | ||||
Ending Balance at Dec. 31, 2018 | 386.5 | 0.5 | 58.8 | 395.4 | (68.4) | 386.3 | 0.2 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net earnings | 67.5 | 67.5 | 67.5 | ||||
Other comprehensive loss | (1) | (1) | (1) | ||||
Stock-based compensation | 10.8 | 10.8 | 10.8 | ||||
Cash dividend (in dollars per share) | (33.2) | (33.2) | (33.2) | ||||
Purchase of common stock for treasury | (3.3) | (3.3) | (3.3) | ||||
Other | 0.3 | 0.5 | 0.5 | (0.2) | |||
Ending Balance at Dec. 31, 2019 | $ 427.6 | $ 0.5 | $ 66.8 | $ 429.7 | $ (69.4) | $ 427.6 | $ 0 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividend (in dollars per share) | $ 0.66 | $ 0.60 | $ 0.60 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net earnings | $ 67,500,000 | $ 73,300,000 | $ 80,200,000 |
Adjustments to reconcile net earnings to cash provided by operating activities: | |||
Depreciation | 29,600,000 | 25,500,000 | 22,700,000 |
Amortization expense (including debt issuance costs) | 9,900,000 | 9,800,000 | 3,900,000 |
Deferred income tax (benefit) expense | (1,300,000) | 4,800,000 | (19,600,000) |
Loss on extinguishment of debt | 400,000 | 1,400,000 | 0 |
Pension settlement charges | 21,000,000 | 5,700,000 | 2,200,000 |
Inventory obsolescence | 2,000,000 | 1,700,000 | 1,900,000 |
Unrealized foreign currency losses | 2,000,000 | 500,000 | 1,300,000 |
Stock-based compensation | 10,800,000 | 9,200,000 | 9,700,000 |
Intangible asset impairment charge | 6,500,000 | 0 | 0 |
Non-cash write-off of property, plant and equipment | 0 | 0 | 16,300,000 |
Other non-cash items | 1,800,000 | 2,800,000 | 1,800,000 |
Changes in assets and liabilities, net of effects of acquisitions: | |||
Customer receivables | 13,000,000 | (25,000,000) | (5,500,000) |
Inventories | (20,900,000) | (16,200,000) | (4,000,000) |
Prepaid and other current assets | 6,200,000 | (3,500,000) | (3,400,000) |
Accounts payable | (1,400,000) | 12,500,000 | 12,100,000 |
Other current liabilities | (8,900,000) | 13,600,000 | (15,900,000) |
Other noncurrent assets and liabilities | 0 | (7,900,000) | 0 |
Cash provided by operating activities | 138,200,000 | 108,200,000 | 103,700,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | (49,900,000) | (40,300,000) | (40,600,000) |
Purchase of businesses, net of cash acquired | (30,900,000) | (308,000,000) | 0 |
Proceeds from sales of assets | 100,000 | 0 | 0 |
Cash used in investing activities | (80,700,000) | (348,300,000) | (40,600,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from revolving credit facility | 417,500,000 | 490,500,000 | 310,000,000 |
Repayment of revolving credit facility | (413,500,000) | (383,000,000) | (338,000,000) |
Proceeds from term loans | 0 | 350,200,000 | 0 |
Repayment of term loans | (17,100,000) | (177,900,000) | 0 |
Capitalized debt issuance costs | (1,500,000) | (4,600,000) | 0 |
Payment of fees related to debt extinguishment | 0 | (1,000,000) | 0 |
Payment of dividends | (32,800,000) | (30,000,000) | (30,200,000) |
Proceeds from the issuance of common stock | 0 | 0 | 600,000 |
Purchase of common stock for treasury | (3,300,000) | (4,400,000) | (10,900,000) |
Contingent purchase price payment | 0 | 0 | (6,000,000) |
Cash (used in) provided by financing activities | (50,700,000) | 239,800,000 | (74,500,000) |
Effect of exchange rate changes on cash and cash equivalents | 100,000 | (300,000) | 3,700,000 |
Net increase (decrease) in cash and cash equivalents | 6,900,000 | (600,000) | (7,700,000) |
Cash and cash equivalents at beginning of year | 1,600,000 | 2,200,000 | 9,900,000 |
Cash and cash equivalents at end of year | 8,500,000 | 1,600,000 | 2,200,000 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest, net of amounts capitalized | 20,300,000 | 18,300,000 | 7,600,000 |
Cash paid for income taxes, net of refunds received | $ 12,500,000 | $ 9,600,000 | $ 22,400,000 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business Knoll, Inc. and its subsidiaries (the “Company” or “Knoll”) are engaged in the design, manufacture, marketing and sale of high-end furniture products and accessories, for both workplace and residential markets, as well as modern outdoor furniture. The Company is also engaged in the sale of fine leather, textiles, and felt, focusing on the middle to high-end segments of the market. The Company primarily operates in the United States (“U.S.”), Canada and Europe, and sells its products through a broad network of independent dealers and distribution partners, a direct sales force, its showrooms, and its e-commerce platforms. Basis of Presentation The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants, which the Company is required to follow. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“ASC”), which serves as a single source of authoritative non-SEC accounting and reporting standards to be applied by non-governmental entities. Beginning in 2019, the Company began reporting all dollar amounts in millions. In certain circumstances, this change in rounding resulted in prior year disclosures being removed. Certain prior period amounts in the consolidated financial statements, as well as in the Notes thereto, have been reclassified to conform to the current year presentation. During the fourth quarter of 2019, the Company aligned the consolidation of certain of the Company’s foreign subsidiaries in the consolidated financial statements which previously included results on a one-month reporting lag. The Company believes that this change in accounting principle is preferable, as all of the Company's subsidiaries are now reported based on the same period-end, which improves overall financial reporting to investors by providing the most current information available. In accordance with applicable accounting literature, the elimination of a one month reporting lag of a subsidiary is treated as a change in accounting principle and requires retrospective application. The Company has determined that the effect of this change is not material to the financial statements for all periods presented and therefore, the Company has not presented retrospective application of this change. The net impact of the elimination of the reporting lag of $0.6 million of loss for the month of December 2019 has been included within "Other income, net" on the Consolidated Statements of Operations and Comprehensive Income in the fourth quarter of 2019. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries and any partially-owned subsidiaries that the Company has the ability to control. Significant intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ from such estimates. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly-liquid investments with maturities of three months or less at the date of purchase. Revenue Recognition Revenue for the year ended December 31, 2017 was recognized under ASC 605, Revenue Recognition , when (i) persuasive evidence of an arrangement existed, (ii) delivery occurred or services were rendered, (iii) the price was fixed or determinable and (iv) collectability was reasonably assured. ASC 606, Revenue from Contracts with Customers , was adopted for the fiscal year beginning January 1, 2018. Per the new standard, the Company determines revenue recognition by applying the following steps: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue as the performance obligations are satisfied. The Company recognizes revenue when performance obligations under the terms of a contract with a customer are satisfied. The Company's primary performance obligation to its customers is the delivery of products. Control of the products sold typically transfers to the customer upon shipment or delivery depending on the shipping terms of the underlying contract. Each customer contract sets forth the transaction price for the products and services purchased under that arrangement. Some customer arrangements include variable consideration, such as volume rebates, some of which depend upon the customers meeting specified performance criteria, such as a purchasing level over a period of time. The Company uses judgment to estimate the most likely amount of variable consideration at each reporting date. When estimating variable consideration, the Company applies judgment when considering the probability of whether a reversal of revenue could occur and only recognize revenue subject to this constraint. The Company uses historical customer return data as a basis of estimation for customer returns and records the reduction of sales at the time revenue is recognized. Customer returns have historically not been significant. The Company may receive deposits from customers before revenue is recognized, thus resulting in the recognition of a contract liability (customer deposits). Amounts billed to customers for shipping and handling of products are included in sales and the related costs incurred by the Company for shipping and handling are included in cost of sales. If shipping activities are performed after a customer obtains control of a product, the Company applies a policy election to account for shipping and handling as an activity to fulfill the promise to transfer the product to the customer. The Company applies an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer. The Company has elected the practical expedient permitted in ASC 340-40-25-4, which permits an entity to recognize incremental costs to obtain a contract as an expense when incurred if the amortization period will be less than one year. The Company has elected the practical expedient permitted in ASC 606-10-32-18, which allows an entity to not adjust the promised amount of consideration for the effects of a significant financing component if a contract has a duration of one year or less. As the Company’s contracts are typically less than one year in length, consideration will not be adjusted. The Company’s contracts generally include a standard payment term of 30 days, consequently there is no significant financing component within its contracts. Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for losses associated with accounts receivable balances that are estimated to be uncollectible. The allowance is determined through an analysis of the aging of accounts receivable and assessments of risk that are based on historical trends. The Company evaluates the past-due status of its customer receivables based on the contractual terms of sale. If the financial condition of the Company's customers were to deteriorate, additional allowances may be required. Accounts receivable and corresponding allowance for doubtful accounts are written off when the Company determines that the likelihood of recovery is remote and the Company no longer intends to expend resources to attempt collection. The following table summarizes the changes in the allowance for doubtful accounts for the periods presented (in millions): Description Balance at Additions Charge-Offs Other Balance at Allowance for doubtful accounts: Year ended December 31, 2017 $ 8.0 $ (2.2 ) $ (1.8 ) $ — $ 4.0 Year ended December 31, 2018 4.0 0.1 (0.4 ) — 3.7 Year ended December 31, 2019 3.7 0.9 (0.7 ) 0.1 4.0 Inventories Inventories are stated at the lower of cost or net realizable value and include material, labor and overhead. Cost is determined using the first-in, first-out method. The Company adjusts for inventory that it believes is impaired or obsolete. Obsolescence occurs as the result of several factors, including the discontinuance of a product line, changes in product material specifications, replacement products in the marketplace and other competitive influences. Property, Plant, and Equipment Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives are as follows: Category Useful Life (in years) Leasehold improvements (1) Various Buildings 35-60 Building improvements 5-25 Office equipment 3-10 Software 3-10 Machinery and equipment 4-12 (1) Leasehold improvements are amortized over the shorter of the economic life of the asset or the remaining lease term. Maintenance and repairs are expensed as incurred. Interest on capital projects is capitalized during the construction period. The Company reviews the carrying values of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated cash flows expected to result from its use and eventual disposition. The factors considered by the Company in performing this assessment include current operating results, business trends affecting the use of certain assets and other economic factors. In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets. Goodwill and Intangible Assets Goodwill and intangible assets with indefinite lives are tested for impairment at least annually, as of October 1, and more frequently whenever events or circumstances occur indicating that a possible impairment may have been incurred. Intangible assets with finite lives are amortized over their estimated useful lives. The Company evaluates goodwill for impairment by way of qualitative and quantitative assessments. A qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If, based on this qualitative assessment, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed by determining the fair value of the Company's reporting units. The Company estimates the fair value of its reporting units using a combination of the fair values derived from both the income approach and the market approach. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the businesses ability to execute on the projected cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. When performing a qualitative assessment, the Company assesses numerous factors to determine whether it is more likely than not that the fair value of the reporting units are less than their respective carrying values. The Company considered factors that would impact the reporting unit fair values as estimated by the market and income approaches used in the last quantitative assessment. The Company reviewed current projections of cash flows and compared these current projections to the projections included in the most recent quantitative assessment and considered the fact that no new significant competitors entered the marketplace in the industry and that consumer demand for the industry’s products remains relatively constant, if not growing slightly. Also, economic factors during the year did not significantly affect the discount rates used for the valuation of these reporting units. The Company concluded that events occurring since the last quantitative assessment did not have a significant impact on the fair value of each of these reporting units. Therefore, the Company determined that it was not necessary to perform a quantitative goodwill impairment test for certain of these reporting units as the qualitative assessment indicated that it is not more than likely than not that the fair value of a reporting unit is less than its carrying amount. The Company assesses whether impairment of indefinite-lived intangible assets, namely tradenames, exists using both the qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If based on this qualitative assessment, the Company determines it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed to determine whether an indefinite-lived intangible asset impairment exists. The Company tests the indefinite-lived intangible assets for impairment by comparing the carrying value to the fair value based on current revenue projections of the related operations, under the relief from royalty method. Any excess of the carrying value over the amount of fair value is recognized as an impairment. Any such impairment is recognized in the reporting period in which it has been identified. Finite-lived intangible assets such as customer relationships, non-compete agreements, and licenses are amortized over their estimated useful lives. The Company reviews the carrying values of these assets for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on estimated undiscounted cash flows expected to result from its use and eventual disposition. The Company regularly evaluates the reasonableness of the useful lives of these assets. Leases The Company accounts for leases in accordance with ASC Topic 842, Leases , (“ASC 842”). The Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (2) the customer has the right to control the use of the identified asset. The Company determines whether the contracts are considered an operating or finance lease. The Company does not currently have finance leases. Operating leases are included in right-of-use (“ROU”) lease assets, current portion lease liability, and lease liabilities on the Consolidated Balance Sheets when the lease term exceeds one year. The lease liabilities are initially measured at the present value of the unpaid lease payments at the lease commencement date. Key estimates and judgments include how the Company determined (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments. (1) ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As the majority of the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The Company uses the implicit rate when readily determinable. (2) The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise. (3) Lease payments included in the measurement of the lease liability comprise the following: fixed payments (including in-substance fixed payments), less any lease incentives paid or payable to the lessee, variable payments that depend on an index or rate, amounts expected to be payable under a residual value guarantee and the exercise price of the Company option to purchase the underlying asset if the Company is reasonably certain to exercise. The ROU asset is initially measured at cost, which comprises the initial measurement of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the amount of the remeasured lease liability, adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term and any unamortized initial direct costs. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable lease payments associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented as operating expenses in the Company’s Consolidated Statement of Operations and Comprehensive Income in the same line item as expense arising from fixed lease payments for operating leases. ROU assets for operating leases are subject to the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment. The Company monitors for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss. The Company has lease agreements which include lease and non-lease components, which are accounted for separately using a relative stand-alone price basis. On January 1, 2019 the Company adopted ASC 842 using a modified retrospective transition method and elected the optional transition method as defined within Accounting Standards Update ("ASU") 2018-11. As a result, the Company was not required to adjust its comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption (i.e. January 1, 2019). The Company has elected to adopt the package of transition practical expedients and, therefore, has not reassessed (1) whether existing or expired contracts contain a lease, (2) lease classification for existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized. The Company did not elect the practical expedient to use hindsight for leases existing at the adoption date. The Company has elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. Variable lease payments associated with these leases are recognized and presented in the same manner as for all other Company leases. Additionally, the Company applies a portfolio approach to determine the discount rate (i.e. incremental borrowing rate for leases with similar characteristics). The Company applies the incremental borrowing rate generally based on the transactional currency of the lease and the lease term. Business Combinations The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. The results of operations of the acquired business are included in the Company's operating results from the date of acquisition. Deferred Financing Fees Financing fees that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense over the life of the underlying indebtedness. Deferred financing fees are presented in the Company's consolidated balance sheets as a direct reduction from long-term debt. Research and Development Costs Research and development costs are expensed as incurred, and are included as a component of selling, general, and administrative expenses. Research and development expenses were $16.4 million for 2019 , $20.1 million for 2018 , and $19.2 million for 2017 . Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined and recognized based on the differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases using the tax rates expected to be in effect when the temporary differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not some portion or all of the related tax benefit will not be realized. The need to establish valuation allowances against deferred tax assets is assessed quarterly. The Company's valuation allowances are primarily attributable to net operating loss ("NOL") carryforwards in certain foreign tax jurisdictions where the Company has incurred historical tax losses from operations and has determined that it is more likely than not these deferred tax assets will not be realized. The primary factors used to assess the likelihood of realization are reversals of taxable temporary timing differences, forecasts of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The Company evaluates tax positions to determine whether the benefits of tax positions are more likely than not to be sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not to be sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement. For tax positions that are not more likely than not to be sustained upon audit, the Company does not recognize any portion of the benefit. If the more likely than not threshold is not met in the period for which a tax position is taken, the Company may subsequently recognize the benefit of that tax position if the tax matter is effectively settled, the statute of limitations expires, or if the more likely than not threshold is met in a subsequent period. The Company recognizes income tax-related interest and penalties in income tax expense and accrues for interest and penalties in other noncurrent liabilities. Fair Value of Financial Instruments The Company uses the following valuation techniques to measure fair value for its financial assets and financial liabilities: Level 1 Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. Fair value is 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. The Company and its subsidiaries use, as appropriate, a market approach (generally, data from market transactions), an income approach (generally, present value techniques and option-pricing models), and/or a cost approach (generally, replacement cost) to measure the fair value of an asset or liability. These valuation approaches incorporate inputs such as observable, independent market data and/or unobservable data that management believes are predicated on the assumptions market participants would use to price an asset or liability. These inputs may incorporate, as applicable, certain risks such as nonperformance risk, which includes credit risk. Derivative Instruments The Company utilizes derivative instruments to mitigate volatility related to interest rates on certain debt instruments. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. The Company recognizes derivatives as either assets or liabilities in the Consolidated Balance Sheets and measures those instruments at fair value. Changes in the fair value of those instruments are initially reported in Accumulated Other Comprehensive Income (Loss) if they qualify for hedge accounting and are subsequently recognized in earnings when the hedged exposure affects earnings. Derivatives qualify for hedge accounting if they are designated as hedge instruments and if the hedge is highly effective in achieving offsetting changes in the cash flows of the asset or liability hedged. Hedge effectiveness is assessed on a regular basis. Changes in fair value of derivative instruments that do not qualify for hedge accounting are recognized immediately in current net earnings. Commitments and Contingencies The Company establishes reserves for the estimated cost of environmental, legal and other contingencies when such expenditures are probable and reasonably estimable. A significant amount of judgment is required to estimate and quantify the ultimate exposure in these matters. The Company engages outside experts as deemed necessary or appropriate to assist in the evaluation of exposure. From time to time, as information becomes available regarding changes in circumstances for ongoing issues as well as information regarding emerging issues, the potential liability is reassessed and reserve balances are adjusted as necessary. Revisions to the estimates of potential liability, and actual expenditures related to commitments and contingencies, could have a material impact on the results of operations or financial position. Warranty The Company generally offers an assurance-type warranty for its products. The specific terms and conditions of those warranties vary depending upon the product sold. The Company estimates the costs that may be incurred under its warranties and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include historical product-failure experience and estimated repair costs for identified matters. The Company regularly assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Concentration of Credit Risk The Company's customer receivables are comprised primarily of amounts due from independent dealers and direct customers. The Company monitors and manages the credit risk associated with the individual dealers and direct customers. The independent dealers are responsible for assessing and assuming the credit risk of their customers and may require their customers to provide deposits or other credit enhancement measures. Historically, the Company has had a concentration of federal and local government receivables; however, they carry minimal credit risk. Foreign Currency Translation Results of foreign operations are translated into U.S. dollars using average exchange rates during the year, while assets and liabilities are translated into U.S. dollars using the exchange rates as of the balance sheet dates. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss). Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency of the applicable subsidiary are included in the consolidated statements of operations, within other income, net, in the year in which the gain or loss occurs. Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The Company recognizes compensation expense using the straight-line method over the vesting period. Compensation expense relating to restricted stock units subject to performance conditions is recognized if it is probable that the performance condition will be achieved. Forfeitures are recognized when they occur. The fair value of restricted stock and restricted stock units, excluding market-based restricted stock units, is based upon the closing market price of the Company's common stock on the date of grant. The fair value of market-based restricted stock units is estimated at the date of grant using a Monte Carlo simulation model, which requires management to make certain assumptions based on both historical and current data. These awards vest based upon the performance of the Company's stock price relative to a peer group. The assumptions included in the model include, but are not limited to, risk-free interest rate, expected volatility of the Company's and the peer group's stock prices, and dividend yield. The risk-free rate is based upon the applicable U.S. Treasury Note rate. Expected volatility is estimated based on the historical volatility of the Company's and peer group's stock prices. The dividend yield is based on the Company's historical data. Pension and Other Post-Employment Benefits The Company sponsors two defined benefit pension plans, one of which was terminated during 2019, and four other post-employment benefit plans ("OPEB"), one of which was terminated during 2019. Several statistical and other factors, which attempt to anticipate future events, are used in calculating the expense and liability related to the plans. Key factors include assumptions about the expected rates of return on plan assets, discount rates, mortality rates and health care cost trend rates. The Company considers market and regulatory conditions, including changes in investment returns and interest rates, in making these assumptions. The Company determines the expected long-term rate of return on plan assets based on aggregating the expected rates of return for each component of the plan's asset mix. The Company uses historic plan asset returns combined with current market conditions to estimate the rate of return. The expected rate of return on plan assets is a long-term assumption. The discount rate reflects the market rate for high-quality fixed income debt instruments as of the Company's annual measurement date and is subject to change each year. Unrecognized actuarial gains and losses are recognized over the expected remaining lifetime of the plan participants. Unrecognized actuarial gains and losses arise from several factors, including experience and assumption changes with respect to the obligations of the pension and OPEB plans, and from the difference between expected returns and actual returns on plan assets. These unrecognized gains and losses are systematically recognized as a change in future net periodic pension expense in accordance with the appropriate accounting guidance relating to defined benefit pension and OPEB plans. Key assumptions used in determining the amount of the obligation and expense recorded for the OPEB plans include the assumed discount rate and the assumed rate of increases in future health care costs. In estimating the health care cost trend rate, the Company considers actual health care cost experience, future benefit structures, industry trends and advice from its actuaries. The Company assumes that the relative increase in health care costs will generally trend downward over the next several years, reflecting assumed increases in efficiency and cost-containment initiatives in the health care system. In accordance with the appropriate accounting guidance, the Company has recognized the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligation) of the defined benefit pension and OPEB plans in the consolidated balance sheets. To record the unfunded status of the plans, the Company recorded an additional liability and an adjustment to accumulated other comprehensive loss, net of tax. Other changes in the benefit obligation including net actuarial loss (gain) and prior service cost (credit) are recognized in other comprehensive income. The actuarial assumptions the Company used in determining the pension and OPEB retirement benefits may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants. While the Company believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions could materially affect the financial position or results of operations. Segment Information The Company has two reportable segments: Office and Lifestyle. The Office reportab |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of Revenue The majority of the Company’s revenue presented as “Sales” in the Consolidated Statements of Operations and Comprehensive Income is the result of contracts with customers for the sale of the Company’s products. The Company’s sales by product category were as follows (in millions): Year Ended December 31, 2019 2018 2017 Office Segment Office Systems $ 449.4 $ 439.2 $ 422.7 Seating 131.2 131.0 118.4 Files and Storage 104.9 92.0 90.4 Ancillary 134.4 91.9 59.5 Other 53.9 43.0 42.3 Total Office Segment $ 873.8 $ 797.1 $ 733.3 Lifestyle Segment Studio 439.9 395.2 290.6 Coverings 114.4 110.0 109.0 Total Lifestyle Segment $ 554.3 $ 505.2 $ 399.6 Total Sales $ 1,428.1 $ 1,302.3 $ 1,132.9 Contract Balances The Company has contract assets consisting of Customer receivables in the Consolidated Balance Sheets which represent the amount of consideration the Company expects to be entitled to in exchange for the goods or services rendered to its customers. When the Company receives deposits, the recognition of revenue is deferred and results in the recognition of a contract liability (Customer deposits) presented as a component of Other Current Liabilities in the Consolidated Balance Sheets. Subsequent recognition of revenue and the satisfaction of the contract liability is typically less than one year as the Company’s standard contract is less than one year. As of December 31, 2019 and December 31, 2018, the contract liability related to customer deposits was $32.5 million and $37.7 million , respectively. The Company recognized revenues that were included in the contract liability at the beginning of the 2019 and 2018 of $31.1 million and $30.5 million , respectively. In addition, the Company assumed a contract liability of $0.5 million |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Fully On August 20, 2019, the Company acquired FHI LLC (“Fully”), a Portland, Oregon-based e-commerce furniture brand with products targeting the home office and small business markets. The acquisition provides the Company access to new markets for current products, while simultaneously allowing it to leverage its existing distribution channels to expand its product offerings to include Fully’s portfolio of high-performance adjustable height desks, ergonomic chairs and accessories. The aggregate purchase price consists of cash paid at closing of $30.9 million , net of cash acquired of $4.1 million , plus additional earn-out consideration should Fully achieve certain revenue and earnings targets associated with separate short-term and long-term earn-out periods of two and four years , respectively (together, the “Earn-Out Consideration”). The estimated fair value of the Earn-Out Consideration is $2.0 million as of the acquisition date (see Note 11 for further discussion). The acquisition was funded from cash on hand and borrowings under the Company’s Revolver. The Company recognized the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded to goodwill. Adjustments to the initial accounting for the acquisition may occur if additional information is obtained that results in a revision to the analysis of the facts and circumstances that existed as of the acquisition date, but no later than one year thereafter (the “Measurement Period”). The results of operations of Fully are reported in the Office segment and have been included in the consolidated results of operations from the acquisition date. The pro forma financial information, has not been presented for the Fully acquisition as the financial impact of this acquisition is not considered material. The following table summarizes the preliminary fair value and useful lives of the intangible assets acquired as of the acquisition date of Fully (dollars in millions): Fair Value as of August 20, 2019 Estimated useful Life (in years) Tradenames $ 10.0 10 Customer relationships 1.0 5 Non-compete agreements 0.5 4 Goodwill 14.9 - Muuto On January 25, 2018, the Company acquired one hundred percent ( 100% ) of the shares of Muuto Holding ApS and MIE4 Holding 5 ApS, which collectively held all the business operations of Muuto ApS (“Muuto”). Muuto’s affordable luxury products span commercial and residential applications, adding scale and diversity to the Company’s business. The aggregate purchase price for the acquisition was $307.7 million , net of $7.6 million of cash acquired. The Company recognized the assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition. The results of operations of Muuto have been included in the Company’s Lifestyle segment beginning January 25, 2018. The Company funded the acquisition with proceeds from debt issued under the Third Amended and Restated Credit Agreement, as well as cash on hand (see Note 13). The Company recorded acquisition and certain other costs of $5.1 million within selling, general, and administrative expenses in its Consolidated Statement of Operations and Comprehensive Income, during the twelve months ended December 31, 2018. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed of Muuto and the resulting goodwill as of the January 25, 2018 acquisition date (in millions): Amount Cash $ 7.6 Customer receivables 8.6 Inventory 11.1 Other current assets 0.4 Property, plant, and equipment, net 1.3 Intangible assets 135.6 Other non-current assets 0.3 Total assets acquired $ 164.9 Accounts payable 3.4 Other current liabilities 10.6 Deferred income taxes 29.9 Total liabilities assumed $ 43.9 Net assets acquired $ 121.0 Purchase price $ 315.3 Less: Fair value of acquired identifiable assets and liabilities 121.0 Goodwill $ 194.3 The excess of the purchase price over the net tangible and intangible assets is recorded to goodwill and primarily reflects the assembled workforce and expected synergies. Goodwill is not deductible for tax purposes. The following table summarizes the estimated fair value of Muuto’s identifiable intangible assets and their estimated useful lives (in millions): Fair Value as of January 25, 2018 Estimated Useful Life (in years) Indefinite-lived intangible assets: Trade name $ 66.0 Indefinite Finite-lived intangible assets: Wholesale customer relationships 35.8 15 Contract customer relationships 25.0 9 Copyrights & designs 7.5 7 Non-competition agreements 1.3 3 Total intangible assets $ 135.6 The following table presents unaudited pro forma information for the periods presented as if the acquisition of Muuto had occurred as of January 1, 2017 (in millions): Year Ended December 31, 2018 2017 Pro forma sales $ 1,306.4 $ 1,203.2 Pro forma net earnings attributable to Knoll, Inc. stockholders $ 79.0 $ 77.9 The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical consolidated financial statements of the Company and from the historical consolidated financial statements of Muuto. The pro forma financial information presented above include adjustments for: (1) incremental amortization expense related to fair value adjustments to identifiable intangible assets, (2) incremental interest expense for outstanding borrowings to reflect the terms of the Amended Credit Agreement, (3) nonrecurring items, (4) the tax effect of the above adjustments. The pro forma information presented for the twelve months ended December 31, 2018 excludes expenses for future payments that are considered compensation for post combination service of $3.2 million , loss on debt extinguishment of $1.4 million , acquisition costs of $1.9 million , and acquisition-related inventory step-up valuation adjustment of $0.9 million , and includes incremental interest expense of $0.1 million and incremental amortization of intangibles of $0.8 million . The income tax impact of these adjustments for the twelve months ended December 31, 2018 was $1.3 million. The pro forma information presented for the twelve months ended December 31, 2017 includes incremental amortization of intangibles of $6.6 million , acquisition costs of $1.9 million , future payments that are considered compensation for post combination service of $3.5 million , incremental amortization of deferred financing fees of $1.2 million , incremental interest expense of $1.7 million , and an acquisition-related inventory step-up valuation adjustment of $0.9 million . The income tax impact of these adjustments for the twelve months ended December 31, 2017 was $4.6 million . |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Information regarding the Company's inventories is as follows (in millions): December 31, 2019 2018 Raw materials $ 58.7 $ 65.2 Work-in-process 8.1 8.3 Finished goods 129.1 97.0 $ 195.9 $ 170.5 |
PROPERTY, PLANT, AND EQUIPMENT,
PROPERTY, PLANT, AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | PROPERTY, PLANT, AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following as of the dates presented (in millions): December 31, 2019 2018 Land $ 16.0 $ 12.0 Leasehold improvements 62.9 59.6 Buildings 71.9 68.9 Office equipment 27.2 19.5 Software 71.2 43.4 Machinery and equipment 236.4 237.2 Construction-in-progress 35.0 52.7 Property, plant and equipment 520.6 493.3 Accumulated depreciation (281.6 ) (278.3 ) Property, plant, and equipment, net $ 239.0 $ 215.0 During 2019 , 2018 and 2017 , the Company capitalized interest of approximately $0.5 million , $0.8 million and $0.8 million , respectively. During the fourth quarter of 2017, the Company completed a global design review of the next phases of its enterprise resource planning ("ERP") system implementation. Through this review, the Company identified certain software items that were no longer useful to the future phases of the ERP system. As a result, the Company recorded a $16.3 million write-off of capitalized software costs in 2017. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND OTHER INTANGIBLE ASSETS, NET Goodwill The following table summarizes the carrying amount of goodwill by reportable segment as of the dates presented, as well as the changes to goodwill during the years ended December 31, 2019 and 2018 (in millions): Office Lifestyle Segment Total Balance as of December 31, 2017 $ 39.7 $ 102.4 $ 142.1 Foreign currency translation adjustment (0.6 ) (15.3 ) (15.9 ) Goodwill recognized in connection with the Muuto acquisition — 194.6 194.6 Balance as of December 31, 2018 39.1 281.7 320.8 Foreign currency translation adjustment 0.3 (3.9 ) (3.6 ) Goodwill recognized in connection with the Fully acquisition 14.9 — 14.9 Balance as of December 31, 2019 $ 54.3 $ 277.8 $ 332.1 The Company did not record any goodwill impairment charges in 2019, 2018 or 2017. Intangible Assets Information regarding the Company's other intangible assets is as follows (in millions): December 31, 2019 December 31, 2018 Gross Accumulated Net Gross Accumulated Net Indefinite-lived intangible assets: Tradenames $ 277.6 $ — $ 277.6 $ 285.5 $ — $ 285.5 Finite-lived intangible assets: Customer relationships 78.9 (25.0 ) 53.9 78.4 (18.4 ) 60.0 Various 30.9 (14.2 ) 16.7 20.5 (12.1 ) 8.4 Total $ 387.4 $ (39.2 ) $ 348.2 $ 384.4 $ (30.5 ) $ 353.9 Based on the result of the annual impairment test of indefinite-lived intangible assets as of October 1, 2019, the Company determined that the Edelman Leather tradename was impaired, as the estimated fair value of the Edelman Leather tradename was less than its respective carrying amount. The decline in the fair value of the Edelman tradename was primarily the result of weaker than expected revenue performance in late 2019, a corresponding reduction of future revenue expectations and a reduction of the royalty rate used for valuation purposes. The revenue reductions were primarily a result of lower sales of luxury products, an aging of Edelman showrooms, and the inability to replace private aviation customers with a comparable revenue stream. The Edelman Leather tradename was estimated to be fully impaired, resulting in a non-cash pre-tax impairment charge of $6.5 million during the fourth quarter of 2019. This fair value measurement fell within Level 3 of the fair value hierarchy as described in Note 2. Edelman Leather is included within the Company's Lifestyle Segment. There were no impairments of indefinite-lived intangible assets during 2018 or 2017. Amortization expense related to finite-lived intangible assets was $8.9 million , $8.9 million , and $3.3 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. The estimated future amortization expense of finite-lived intangible assets as of December 31, 2019 is as follows (in millions): Year Amount 2020 $ 9.6 2021 9.1 2022 8.8 2023 8.7 2024 7.1 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | OTHER CURRENT LIABILITIES Information regarding the Company's other current liabilities is as follows (in millions): December 31, 2019 2018 Accrued employee compensation $ 37.4 $ 40.6 Customer deposits 32.5 37.7 Warranty 10.1 9.6 Other 40.3 41.0 Other current liabilities $ 120.3 $ 128.9 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | LEASES The Company has commitments under operating leases for certain machinery and equipment, as well as manufacturing, warehousing, showroom and other facilities used in its operations. The Company has no finance leases. Excluding short-term leases, the Company’s leases have initial terms ranging from 1 to 16 years , most of which include options the Company may exercise to extend or renew the lease for 1.0 to 6 years , and some of which include options to terminate the leases with notice periods of up to 1 year . Certain lease agreements contain provisions for future rent increases. Payments due under lease contracts are fixed. The Company recognized rent expense for 2018 and 2017 of $32.1 million and $28.9 million , respectively. Lease cost recognized in the consolidated statements of operations for 2019 is summarized as follows (in millions): Year Ended December 31, 2019 Lease cost: Operating lease cost $ 28.6 Short-term lease cost 3.3 Sublease income (0.2 ) Total lease cost $ 31.7 Other lease information as of and for the year ended December 31, 2019 includes (dollars in millions): December 31, 2019 Weighted-average remaining lease term (in years) Operating leases 5.9 Weighted-average discount rate Operating leases 4.9 % Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 29.0 ROU assets obtained in exchange for new operating lease liabilities: Operating leases $ 15.8 As of December 31, 2019, the Company has entered into operating leases that have not yet commenced, for which it will recognize ROU assets and lease liabilities of approximately $43.6 million . These leases will commence in 2020 and 2021 with lease terms of 7 years to 12 years . As of December 31, 2019, maturities of the Company's operating lease liabilities are as follows (in millions): 2020 $ 26.0 2021 23.2 2022 20.3 2023 17.4 2024 14.4 Thereafter 27.8 Total lease payments 129.1 Less imputed interest (21.4 ) Present value of lease liability $ 107.7 Future minimum rental payments under operating leases (net of sublease amounts) that were required to be disclosed prior to the adoption of the new lease standard as of December 31, 2018 were as follows (in millions): Future Minimum Rental Payments 2019 $ 26.4 2020 23.8 2021 19.1 2022 17.2 2023 15.1 Thereafter 38.8 Total $ 140.4 |
PENSION AND OTHER POST-EMPLOYME
PENSION AND OTHER POST-EMPLOYMENT BENEFITS | 12 Months Ended |
Dec. 31, 2019 | |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | |
PENSION AND OTHER POST-EMPLOYMENT BENEFITS | PENSION AND OTHER POST-EMPLOYMENT BENEFITS The Company has two domestic defined benefit pension plans and four plans providing for other post-employment benefits, including two medical and two life insurance coverage plans. One of the pension plans and one each of the medical and life insurance coverage plans covered eligible U.S. nonunion employees while the other pension plan and one each of the medical and life insurance coverage plans covered eligible U.S. union employees. The Company uses a December 31 measurement date for all of these plans. Prior to 2017, the Company froze all of the defined benefit plans thereby eliminating the accrual of future benefits and closed entry to new participants. During 2019, the union pension plan paid lump sum distributions to certain participants and purchased annuities from an insurance company to cover the benefits available to employees who did not elect a lump sum payment, and the Company terminated the plan. The remaining balance of union pension plan assets of $2.0 million was transferred to the Company's U.S. retirement savings plan. There were no assets or liabilities of the union pension plan remaining at December 31, 2019. Also during 2019, the Company terminated the medical OPEB plan for nonunion employees. The following table sets forth a reconciliation of the related benefit obligation and plan assets related to the benefits provided by the Company (in millions): Pension Benefits Other Benefits 2019 2018 2019 2018 Change in projected benefit obligation: Projected benefit obligation at beginning of the period $ 243.6 $ 295.6 $ 3.6 $ 3.8 Expected administrative expenses 1.7 0.9 — — Interest cost 9.0 10.2 0.1 0.1 Participant contributions — — 0.1 0.2 Actuarial loss (gain) 40.5 (26.4 ) 0.3 — Benefits paid (6.6 ) (7.1 ) (0.2 ) (0.5 ) Benefits paid related to settlement (79.6 ) (29.5 ) — — (Gain) loss related to settlement (2.9 ) 0.9 — — Administrative expenses paid (2.0 ) (1.0 ) — — Projected benefit obligation at end of the period 203.7 243.6 3.9 3.6 Accumulated benefit obligation at end of the period 203.7 243.6 — — Change in fair value of plan assets: Fair value of plan assets at beginning of the period 233.9 273.9 — — Actual return on plan assets 38.0 (10.3 ) — — Employer contributions — 7.9 0.1 0.3 Transfer to U.S. retirement savings plan (2.0 ) — — — Participant contributions — — 0.1 0.2 Actual expenses paid (2.0 ) (1.0 ) — — Benefits paid (6.6 ) (7.1 ) (0.2 ) (0.5 ) Benefits paid related to settlement (79.6 ) (29.5 ) — — Fair value of plan assets at the end of period 181.7 233.9 — — Funded status (underfunded) $ (22.0 ) $ (9.7 ) $ (3.9 ) $ (3.6 ) The actuarial gain in 2018 was primarily driven by an approximately 70 basis point increase in the discount rates, which lowered the value of the projected benefit obligation. The actuarial loss in 2019 was primarily due to an approximately 110 basis point decrease in the discount rate used to value the projected benefit obligation. Additionally, each year the plans experienced other sources of gains and losses due to other changes in assumptions and demographic data. Assumptions used in computing the benefit obligation as of December 31, 2019 and 2018 were as follows: Pension Benefits Other Benefits 2019 2018 2019 2018 Discount rate 3.34 % 4.37% - 4.46% 2.02% - 3.15% 3.30% - 4.32% Rate of compensation increase N/A N/A N/A N/A The following table presents the fair value of the Company's pension plan investments as of December 31, 2019 and 2018 (in millions): As of December 31, 2019 Level 1 Level 2 Level 3 Total Short-term investments $ 4.6 $ — $ — $ 4.6 U.S. government securities — 19.8 — 19.8 Corporate bonds — 57.9 — 57.9 Total investments in the fair value hierarchy 4.6 77.7 — 82.3 Investments measured at net asset value — — — 99.4 Total investments at fair value $ 4.6 $ 77.7 $ — $ 181.7 As of December 31, 2018 Level 1 Level 2 Level 3 Total Short-term investments $ 7.5 $ — $ — $ 7.5 U.S. government securities — 37.2 — 37.2 Corporate bonds — 71.6 — 71.6 Certificates of deposit — 1.5 — 1.5 Asset-backed securities — 3.8 — 3.8 Total investments in the fair value hierarchy 7.5 114.1 — 121.6 Investments measured at net asset value — — — 112.3 Total investments at fair value $ 7.5 $ 114.1 $ — $ 233.9 Short-term investments are primarily held in registered short-term investment vehicles which are valued using a market approach based on quoted market prices of similar instruments. U.S. government securities, corporate bonds, certificates of deposit and asset-backed securities are primarily valued using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported observable trades for identical or comparable instruments. Investments in commingled, common investment trust funds are carried at net asset value ("NAV") as a practical expedient to estimate fair value. The NAV is the total value of the fund divided by the number of shares outstanding. Adjustments to NAV, if any, are determined based on evaluation of data provided by fund managers, including valuation of the underlying investments derived using inputs such as cost, operating results, discounted future cash flows and market-based comparable data. In accordance with ASC 820-10, investments that are measured at NAV practical expedient are not classified in the fair value hierarchy; however, their fair value amounts are presented in these tables to permit reconciliation of the fair value hierarchy to the total plan assets disclosed in this footnote. Termination of investing in the common collective trust requires a 30-day notice period. See Note 2 of the consolidated financial statements for the description of the levels of the fair value hierarchy. The following table sets forth the consolidated balance sheets presentation for components relating to the Company's pension and OPEB plans (in millions): Pension Benefits Other Benefits 2019 2018 2019 2018 Amounts recognized in the consolidated balance sheets consist of: Other noncurrent assets $ — $ 4.2 $ — $ — Other current liabilities — — (0.3 ) (0.3 ) Pension Liability (22.0 ) (13.9 ) — — Other noncurrent liabilities — — (3.6 ) (3.3 ) Net amount recognized $ (22.0 ) $ (9.7 ) $ (3.9 ) $ (3.6 ) Amounts recognized in accumulated other comprehensive income (loss) before taxes: Net actuarial loss $ 49.2 $ 55.9 $ 1.1 $ 1.1 Prior service (credit) — — (1.5 ) (2.6 ) Net amount recognized $ 49.2 $ 55.9 $ (0.4 ) $ (1.5 ) The following table sets forth changes in the benefit obligation before income taxes recognized in other comprehensive income for the Company's pension and OPEB plans (in millions): Pension Benefits Other Benefits 2019 2018 2019 2018 Net actuarial loss $ 15.1 $ 2.4 $ 0.3 $ — Amortization of: Prior service credit — — 0.7 0.7 Actuarial (loss) gain (0.8 ) (1.0 ) (0.1 ) 0.1 (Loss) gain recognized related to settlement (21.0 ) (5.7 ) 0.2 — Total recognized in OCI $ (6.7 ) $ (4.3 ) $ 1.1 $ 0.8 The following table sets forth the components of the net periodic benefit cost (income) of the Company's pension and OPEB plans (in millions): Pension Benefits Other Benefits 2019 2018 2017 2019 2018 2017 Expected administrative expenses $ 1.7 $ 0.9 $ 0.7 $ — $ — $ — Interest cost 9.0 10.2 9.4 0.1 0.1 0.2 Expected return on plan assets (15.5 ) (17.6 ) (18.4 ) — — — Amortization of prior service credit — — — (0.7 ) (0.7 ) (1.5 ) Recognized actuarial loss (gain) 0.8 1.0 0.7 0.1 (0.1 ) — Settlement-related expense (1) 21.0 5.7 2.2 (0.2 ) — — Net periodic benefit cost (income) $ 17.0 $ 0.2 $ (5.4 ) $ (0.7 ) $ (0.7 ) $ (1.3 ) 1. The pension settlement charge for 2019 is comprised of two components. First, the Union Pension Plan terminated in 2019. As a result of the plan termination the plan settled all participant benefits, which triggered a settlement charge of $14.5 million in 2019. Second, the Nonunion Plan executed a lump sum window for both retirees and terminated vested participants. The lump sums paid to Nonunion participants caused a settlement charge of $6.6 million in 2019. The pension settlement charge for 2018 related to the purchase of annuities for certain plan retirees as well as cash payments for lump sum elections. The pension settlement charge for 2017 related to lump sum elections made by employees affected by the restructuring activities in the second quarter of 2017. Assumptions used to determine net periodic benefit cost for the years ended December 31, 2019 , 2018 , and 2017 were as follows: Pension Benefits Other Benefits 2019 2018 2017 2019 2018 2017 Discount rate 4.37% - 4.46% 3.70 - 3.77% 3.80 - 4.25% 3.30% - 4.32% 2.48 - 3.66% 2.35 - 4.20% Expected return on plan assets 4.60% - 7.10% 7.10 % 7.10 % N/A N/A N/A Rate of compensation increase N/A N/A N/A N/A N/A N/A The expected long-term rate of return on assets is based on management's expectations of long-term average rates of return to be earned on the investment portfolio. In establishing this assumption, management considers historical and expected returns for the asset classes in which the plan assets are invested. For purposes of measuring the benefit obligation associated with the Company's OPEB plans as of December 31, 2019 , as well as the assumed rate for 2019, the following rates were assumed to affect the per capita costs of the following covered benefits: Benefit obligation Net periodic benefit cost 2019 2027 and thereafter 2019 2027 and thereafter Healthcare 6.30 % 4.50 % 6.50 % 4.50 % Prescription drug 8.40 % 4.50 % 9.00 % 4.50 % The Company's pension plans' weighted-average asset allocations by asset category as of December 31, 2019 and 2018 , were as follows: Plan Assets at 2019 2018 Asset Category: Fixed income funds 46 % 52 % Return seeking (growth assets) funds 54 % 48 % Total 100 % 100 % The Company's nonunion pension plan investment policy includes an asset mix based on the Company's risk posture. The investment policy follows a glide path approach that shifts a higher portfolio weighting to assets with interest rate sensitive characteristics, similar to those used for liability measurement, as the funded status increases. The investment policy states a target allocation based on the plan's funded status of approximately 54% return seeking investments (growth assets) and 46% liability hedging investments (fixed income). Inclusion of the fixed income assets is to hedge risk associated with the plan's liabilities along with providing potential growth through income. These assets should primarily invest in fixed income instruments of the U.S. Treasury and government agencies and investment-grade corporate bonds. The return seeking investments (growth assets) can consist of broadly diversified domestic equity, international equity, fixed income, alternative investments, commodities, and real estate assets. The purpose of these assets is to provide the opportunity for capital appreciation, income, and the ability to diversify investments. A mix of mutual funds, exchange traded funds, and separate accounts are used as the plan's investment vehicles with clearly stated investment objectives and guidelines, as well as offer competitive long-term results. The Company expects to contribute $0.2 million to its OPEB plans in 2020 . Currently, no contributions are expected in 2020 for the Company's nonunion pension plan. Estimated future benefit payments under the pension and OPEB plans are as follows (in millions): Pension Benefits Other Benefits 2020 $ 13.0 $ 0.2 2021 13.3 0.3 2022 13.4 0.3 2023 13.0 0.3 2024 12.9 0.3 2025 - 2029 59.7 1.3 The Company also sponsors 401(k) retirement savings plans for all U.S. associates. Under the 401(k) retirement savings plans, participants may defer a portion of their earnings up to the annual contribution limits established by the Internal Revenue Service, and the Company matches a portion of the participant's deferral up to a maximum of 3% of the participant's salary. The Company also may make profit-sharing contributions based on the Company's financial performance. The Company's total expense under the 401(k) plans for U.S. employees was $4.3 million for 2019 , $3.9 million for 2018 and $5.5 million for 2017 . Employees of the Canadian, Belgium, Denmark and United Kingdom operations also participate in defined contribution pension plans sponsored by the Company. The Company's expense related to these plans for 2019 , 2018 , and 2017 was $1.8 million , $1.7 million , and $1.0 million , respectively. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The fair values of the Company’s cash and cash equivalents, classified as Level 1 within the fair value hierarchy, approximate carrying value due to their short maturities. The fair value of the Company’s long-term debt, classified as Level 2 within the fair value hierarchy, approximates its carrying value, as it is variable rate debt and the terms are comparable to market terms as of the balance sheet dates. Recurring Fair Value Measurements The Company measures certain financial liabilities at fair value on a recurring basis. The following table summarizes the valuation of those liabilities as of the dates presented (in millions): Fair Value as of December 31, 2019 Fair Value as of December 31, 2018 Description: Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Interest rate swap $ — $ 6.6 $ — $ 6.6 $ — $ 1.7 $ — $ 1.7 Contingent consideration - Fully — — 2.0 2.0 — — — — Contingent consideration - DatesWeiser — — — — — — 0.8 0.8 Interest Rate Swap The fair value of the interest rate swap is based on observable prices as quoted for receiving the variable one-month London Interbank Offered Rates (LIBOR) and paying fixed interest rates and therefore is classified as Level 2 within the fair value hierarchy. Contingent Consideration - Fully Earn-Out Consideration payments up to $5.0 million may be required if Fully achieves certain annual targets related to net sales and earnings before interest, taxes, depreciation and amortization (EBITDA) for each of the calendar years 2020 through 2023. In addition, the Company may be required to pay up to $10.0 million if Fully achieves a certain cumulative EBITDA target for calendar years 2020 and 2021. The Company classifies these as Level 3 measurements and was required to measure these liabilities at fair value. The estimated fair value of the Earn-Out Consideration of $2.0 million was determined as of the acquisition date using net sales and EBITDA projections for Fully through 2023, and a discount rate of 3.7% . Any change in fair value will be included within Selling, general and administrative expenses. Contingent Consideration - DatesWeiser Pursuant to the agreement governing the acquisition of DatesWeiser, the Company was required to make annual contingent purchase price payments. The payouts were based upon DatesWeiser reaching an annual net sales target, for each year through 2020. The Company classifies this as a Level 3 measurement and was required to remeasure this liability at fair value on a recurring basis. The fair value of such contingent purchase price payments, totaling $1.1 million , was determined at the time of acquisition based upon net sales projections for DatesWeiser through 2020 and a discount rate of 10% . As of December 31, 2019, the Company remeasured the fair value of the liability and determined that it is unlikely that DatesWeiser will meet any of the remaining future targets related to the agreement. The Company recorded reductions in fair value of $0 .8 million and $0.4 million within Selling, general and administrative expense during 2019 and 2018, respectively. There were no changes in the fair value during 2017. The maximum amount of possible future contingent payments under the agreement as of December 31, 2019 is $4.0 million . There were no additional assets and/or liabilities recorded at fair value on a recurring basis as of December 31, 2019 or 2018 . Assets Measured at Fair Value on a Nonrecurring Basis The following table presents the impairment loss on assets that were measured at fair value on a nonrecurring basis (in millions): Level 3 Fair Value as of December 31, 2019 2018 Impairment/Loss Assets: Tradename - Edelman Leather (1) $ — $ 6.5 $ 6.5 (1) See Note 7 for additional information. Other than the fair value measurements applied to the Edelman Leather tradename, the Company did not have any non-recurring fair value measurements as of December 31, 2019 or 2018 and for the years then ended. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS The Company is exposed to certain market risks, including the effect of changes in interest rates on future payments to be made on its variable rate debt. The Company utilizes a derivative instrument to mitigate its financial exposure to interest rate volatility. The derivative instrument, which is placed with a financial institution that the Company believes to be of acceptable credit risk, takes the form of an interest rate swap. The Company does not use derivatives for speculative trading purposes. Cash flow hedge In January 2018, the Company entered into an interest rate swap contract, which is designated as a cash flow hedge of the forecasted interest payments associated with a portion of the Company's variable rate debt. The interest rate swap hedges one-month LIBOR, which effectively converts a portion of the variable rate debt to a fixed interest rate. The interest rate swap was effective as of December 31, 2018, matures January 23, 2023 and carries a fixed rate of 2.63% . As of December 31, 2019 , the interest rate swap has a notional amount of $250.0 million , which decreases over time by $50 million increments as follows: Period Notional Amount (in millions) December 31, 2019 - December 30, 2020 $250 December 31, 2020 - December 30, 2021 $200 December 31, 2021- December 29, 2022 $150 December 30, 2022 - January 23, 2023 $100 The following table summarizes the fair value of the Company’s derivative instrument, as well as the location of this instrument on the Consolidated Balance Sheets as of the dates presented (in millions): December 31, Derivatives designated as hedging instruments Balance Sheet Location 2019 2018 Derivative liabilities: Interest rate swap Other current liabilities $ 2.6 $ 0.3 Interest rate swap Other noncurrent liabilities 4.0 1.4 Total derivative liabilities $ 6.6 $ 1.7 The fair value of the swap recorded in Accumulated Other Comprehensive Loss ("AOCL") may be recognized in the Consolidated Statement of Operations if certain terms of the agreement change, are modified or if the loan is extinguished. As of December 31, 2019, there was no hedge ineffectiveness associated with the Company’s interest rate swap and no portion of the cash flow hedge is excluded from the assessment of effectiveness. The Company reclassified $1.1 million from AOCL to interest expense within the Consolidated Statement of Operations during the year ended December 31, 2019. The Company expects to reclassify in the next twelve months a loss of approximately $2.6 million from AOCL into earnings, as a component of interest expense, related to the Company's interest rate swap based on the borrowing rates at December 31, 2019 |
INDEBTEDNESS
INDEBTEDNESS | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
INDEBTEDNESS | INDEBTEDNESS The following table summarizes the Company's long-term debt as of the dates presented: December 31, 2019 2018 Revolving credit facility $ 138.5 $ 134.5 U.S. term loan 228.1 240.6 Multi-currency term loans 83.7 90.2 Total long-term debt 450.3 465.3 Less: Current maturities of long-term debt 17.1 17.2 Less: Unamortized debt issuance costs 4.3 4.2 Long-term debt, net $ 428.9 $ 443.9 Credit Facility On August 26, 2019, the Company entered into a first amendment to the Third Amended and Restated Credit Agreement (the "Credit Agreement Amendment"), dated as of January 23, 2018 (together, as amended, the "Credit Agreement"). The Credit Agreement Amendment, among other things, extends the maturity of the credit facility from January 2023 to August 2024, and reduces both the applicable rate applied to outstanding borrowings and the commitment fee rate applied to the unutilized balance under the revolving credit facility (the "Revolver"). Borrowings under the Revolver and the term loan facilities bear interest, at the Company’s election, at either (i) the Eurocurrency Rate (as defined in the Credit Agreement), plus a spread based on the Company’s leverage ratio or (ii) the Base Rate (as defined in the Credit Agreement), which is a fluctuating rate equal to the highest of (a) the prime rate announced from time-to-time by Bank of America, (b) the Federal Reserve System’s federal funds rate, plus 0.50% and (c) the Eurocurrency Rate, plus 1.00% . Indebtedness incurred under the credit facility is secured by substantially all of the Company’s tangible and intangible assets, including, without limitation, the Company’s intellectual property. The Company’s direct and indirect wholly-owned domestic subsidiaries have also guaranteed the obligations of the Company and the foreign borrowers under the Credit Agreement and pledged substantially all of their tangible and intangible assets as security for their obligations under such guarantee. Certain of the Company’s wholly-owned foreign subsidiaries have guaranteed the obligations of the foreign borrowers under the Credit Agreement and pledged certain of their assets as security for their obligations under such guarantee. Repayments under the Credit Agreement can be accelerated by the lenders upon the occurrence of certain events of default, including, without limitation, a failure to pay any principal, interest or other amounts in respect of loans when due, breach by the Company (or its subsidiaries) of any of the covenants or representations contained in the Credit Agreement or related loan documents, failure of the Company (or its material subsidiaries) to pay any amounts owed with respect to other significant indebtedness of the Company or such subsidiary, or a bankruptcy event with respect to the Company or any of its material subsidiaries. The Credit Agreement requires the Company to comply with various affirmative and negative covenants, including, without limitation (i) covenants to maintain a minimum specified interest coverage ratio and maximum specified net leverage ratio (or under certain circumstances, a maximum specified net secured leverage ratio), and (ii) covenants that prevent or restrict the Company’s ability to pay dividends, engage in certain mergers or acquisitions, make certain investments or loans, incur future indebtedness, engage in sale-leaseback transactions, alter its capital structure or line of business, prepay subordinated indebtedness, engage in certain transactions with affiliates and sell stock or assets. At December 31, 2019, the Company was in compliance with all covenants applicable to its credit facility. Revolver The commitments and available borrowing capacity under the Revolver were as follows as of the dates presented: Commitments Outstanding Borrowings Letter of Credit Outstanding Borrowing Capacity December 31, 2019 $ 400.0 $ 138.5 $ 5.1 $ 256.4 December 31, 2018 $ 400.0 $ 134.5 $ 5.2 $ 260.3 At December 31, 2019, borrowings under the Revolver include $10.0 million at a base rate of 5.25% and $128.5 million at a weighted-average LIBOR rate of 3.27% . At December 31, 2018, borrowings under the revolving credit facility included $2.5 million at a base rate of 6.25% and $132.0 million at a weighted-average LIBOR rate of 4.25% . At December 31, 2019 and 2018, letters of credit issued under the Revolver incurred interest at the rates of 1.50% and 1.75% , respectively, while commitment fees on the undrawn portion of the Revolver were charged at the rates of 0.225% and 0.250% , respectively. Borrowings under the Revolver may be repaid at any time, but no later than at maturity in August 2024. The Company retains the right to terminate or reduce the size of the Revolver at any time. Term Loan Facilities At December 31, 2019, the U.S term loan and multi-currency term loans incurred interest at the rate of 3.30% and 1.50% , respectively. At December 31, 2018 the U.S. term loan and multi-currency term loans incurred interest at 4.27% and 1.75% , respectively. The Eurocurrency rates used for the U.S. dollar-denominated term loan and the Euro-denominated term loans are one-month LIBOR and one-month or three-month Euribor, respectively. Borrowings under the term loan facilities amortize in equal quarterly installments at the rate of 5% per annum, with the remaining balance due upon maturity. Third Amended and Restated Credit Agreement On January 23, 2018, the Company amended its existing credit facility at the time, dated as of May 20, 2014 (the “Second Amended and Restated Credit Agreement”), whereby the existing credit agreement was amended and restated in its entirety (as amended and restated, the "Third Amended and Restated Credit Agreement"), by and among the Company and certain foreign subsidiaries of the Company, as borrowers, and certain domestic and foreign subsidiaries of the Company, as guarantors. The Third Amended and Restated Credit Agreement provided for a $750.0 million credit facility that was scheduled to mature in five years, consisting of a revolving commitment in the amount of $400.0 million , which may be made available in U.S. dollars, Euro, British Pound and other foreign currencies, a U.S. term loan commitment in the amount of $250.0 million and a multi-currency term loan commitment in the amount of €81.7 million . The Third Amended and Restated Credit Agreement also includes an option to increase the size of the Revolver or incur incremental term loans by an amount equal to the greater of $250.0 million or 90% of the EBITDA of the Company and its subsidiaries for the four fiscal quarters prior to such increase or additional loan, subject to the satisfaction of certain terms and conditions. Proceeds from the debt issued under the Third Amended and Restated Credit Agreement were used, among other things, to (1) fund the Muuto acquisition and, (2) refinance certain indebtedness. Maturities As of December 31, 2019, the Company's contractual future maturities of its debt are as follows (in millions): 2020 $ 17.1 2021 17.1 2022 17.1 2023 17.1 2024 381.9 Thereafter — Total $ 450.3 Deferred Financing Fees Amortization expense related to deferred financing fees, recognized as a component of interest expense on the consolidated statements of operations, was $1.0 million , $1.1 million and $0.7 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. In connection with the Credit Agreement Amendment executed in the third quarter of 2019, the Company incurred $2.0 million of debt issuance costs, the majority of which were capitalized and will be amortized over the term of the amended credit agreement. The Company recorded a loss on extinguishment of debt of approximately $0.4 million related to the balance of unamortized costs associated with lenders that exited the credit facility or reduced their Revolver commitment. During 2018, the Company recorded a loss on extinguishment of debt of approximately $1.4 million |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation The Company is currently involved in matters of litigation, including environmental contingencies, arising in the ordinary course of business. The Company accrues for such matters when expenditures are probable and reasonably estimable. Based upon information presently known, management is of the opinion that such litigation, either individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Warranty The Company provides for estimated product warranty expenses, which are included in other current liabilities, when related products are sold. Because warranty estimates are forecasts that are based on the best available information, primarily historical claims experience, future warranty claims may differ from the amounts provided. Changes in the warranty reserve are as follows (in millions): 2019 2018 2017 Balance, beginning of the year $ 9.6 $ 9.2 $ 8.9 Provision for warranty claims 8.4 7.7 7.1 Warranty claims settled (7.8 ) (7.9 ) (6.7 ) Warranties acquired through business acquisition — 0.6 — Foreign currency translation adjustment (0.1 ) — (0.1 ) Balance, end of the year $ 10.1 $ 9.6 $ 9.2 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company sponsors several stock compensation plans (collectively, the "Stock Compensation Plans") under which awards denominated or payable in shares, units or options to purchase shares of Knoll common stock may be granted to officers, certain other employees, directors and consultants of the Company. As of December 31, 2019 , there were approximately 1.6 million shares authorized and available for issuance pursuant to the Stock Compensation Plans. Equity awards are granted under the Stock Compensation Plans based upon terms and conditions established by the Compensation Committee of the Company's Board of Directors (the "Committee"). Stock-based compensation expense recognized in earnings for the years ended December 31, 2019 , 2018 , and 2017 totaled $10.8 million ( $8.0 million after-tax), $9.2 million ( $6.9 million after-tax) and $9.6 million ( $6.1 million after-tax) respectively, and is included within selling, general, and administrative expenses. As of December 31, 2019 , unrecognized compensation cost related to all unvested equity awards was $16.3 million , the vast majority of which relates to unvested restricted shares and restricted stock units. This expense is expected to be recognized over a weighted-average period of 1.7 years . Restricted Shares Restricted shares generally vest at the end of the three or four -year period following the grant date. Stock-based compensation cost is measured at grant date based on the fair value of the underlying awards on the grant date. Grantees of restricted shares are entitled to participate in dividends declared on the Company's outstanding common stock, the accumulated balance of which is paid or payable upon the vesting date of the underlying restricted shares. The following table summarizes activity during 2019 with respect to restricted shares (shares in thousands): Restricted Weighted-Average Grant Date Outstanding at December 31, 2018 725 $ 21.03 Granted 425 $ 20.46 Forfeited (20 ) $ 21.13 Vested (234 ) $ 19.07 Outstanding at December 31, 2019 896 $ 21.27 The fair value of restricted shares that vested during 2019, 2018 and 2017 was $5.0 million , $7.4 million , $9.5 million , respectively. Restricted Stock Units All of the Company's outstanding restricted stock units ("RSUs") are contingently issuable, as they are subject to either certain performance-based conditions ("PBRSUs") or a market-based condition related to relative total shareholder return ("MBRSUs"). The Committee determines the time period over which RSUs vest, as well as the vesting schedule per award, which is generally at the end of the three or four -year period following the grant date. PBRSUs have payouts that range from 0% to 150% of the target award. MBRSUs either payout at 100% or not at all. All RSUs settle in shares and are entitled to participate in dividends declared on the Company's outstanding common stock, the accumulated balance of which is paid or payable upon the vesting of the underlying RSUs. To the extent that performance or market conditions are not fully attained, the underlying RSUs are forfeited. The estimated fair values of MBRSUs are initially determined on the grant date using a Monte Carlo simulation model. The Company's assumptions used as inputs into the valuation process are based on the expected life, which matches the applicable vesting period. The following weighted-average assumptions were used as inputs into the valuation of the MBRSUs granted during the fiscal years indicated: 2019 2018 2017 Weighted-average grant date fair value $ 14.75 $ 13.87 $ 10.63 Assumptions used to compute fair value : Volatility 28.6 % 27.3 % 27.2 % Risk free interest rate 2.5 % 2.3 % 1.6 % Expected life 3 years 3 years 3 years Expected dividend yield 2.9 % 2.8 % 2.6 % The following table summarizes activity during 2019 with respect to RSUs (shares in thousands): PBRSUs Weighted-Average Grant Date MBRSUs Weighted-Average Grant Date Outstanding at December 31, 2018 405 $ 20.92 270 $ 12.46 Granted 335 $ 20.40 114 $ 14.75 Vested (89 ) $ 18.93 — $ — Forfeited (57 ) $ 19.44 (97 ) $ 12.68 Outstanding at December 31, 2019 594 $ 21.07 287 $ 13.29 The fair value of RSUs that vested and settled in shares during 2019, 2018 and 2017 was $1.9 million , $1.4 million , and $9.9 million , respectively. Stock Options Stock options are granted with an exercise price equal to the market value of Knoll's common stock on the date of grant and have a maximum contractual term of ten years . The fair value of each option is initially measured on the grant date using the Black-Scholes option pricing model. The expected life is estimated based on the vesting period and expiration date of the award. Expected volatility is estimated based on the historical volatility of the Company's stock price over a period of time matching the expected life. The dividend yield is based on the Company's historical dividend record. The risk-free rate is based on the applicable U.S. Treasury Note rate. The following table summarizes activity during 2019 with respect to stock options (shares in thousands): Shares under Weighted- Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2018 20 $ 22.59 Granted 90 20.44 Outstanding at December 31, 2019 110 $ 20.83 8.1 $ 0.1 Exercisable at December 31, 2019 20 $ 22.59 3.6 $ 0.1 The weighted-average grant-date fair value of options granted during the years ended December 31, 2019 and 2018 was $4.65 and $4.01 per option, respectively. There were no options awarded in 2017. The total intrinsic value of options exercised during the year ended December 31, 2017 was $0.2 million . No options were exercised during 2019 or 2018. The total grant-date fair value of options that vested during each of the years ended December 31, 2019 and 2017 was less than $0.1 million . There were no options that vested in 2018. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Common Stock The following table presents the change in the number of shares of common stock outstanding during the years ended December 2019 , 2018 , and 2017 (table in thousands and is exclusive of non-voting restricted shares): Shares outstanding as of December 31, 2016 48,102 Purchase of common stock (17 ) Shares issued under stock incentive plan, net of awards surrendered to pay applicable taxes 385 Exercise of stock options 22 Shares issued to Board of Directors in lieu of cash 6 Shares outstanding as of December 31, 2017 48,498 Shares issued under stock incentive plan, net of awards surrendered to pay applicable taxes 205 Shares issued to Board of Directors in lieu of cash 3 Shares outstanding as of December 31, 2018 48,706 Shares issued under stock incentive plan, net of awards surrendered to pay applicable taxes 171 Shares issued to Board of Directors in lieu of cash 2 Shares outstanding as of December 31, 2019 48,879 Treasury Stock (in thousands) As of December 31, 2019 and 2018 , the Company held 16,521 and 16,348 treasury shares, respectively. The Company records repurchases of its common stock for treasury at cost. Preferred Stock The Company's Certificate of Incorporation authorizes the issuance of 10,000,000 shares of preferred stock with a par value of $1.00 per share. Subject to applicable laws, the Board of Directors is authorized to provide for the issuance of preferred shares in one or more series, and may determine the rights, preferences and terms thereof. To date, no preferred shares have been issued or are outstanding. Accumulated Other Comprehensive Income (Loss) The following table summarizes the changes in AOCL by component for the following twelve-month periods ended December 31 (in millions): Unrealized gains (losses) on Interest Rate Swaps Foreign Currency Translation Adjustment Foreign Currency Translation Adjustment on Long-term Intercompany Notes Pension and Other Post-Employment Liability Adjustment Total Balance as of December 31, 2016 $ — $ (14.0 ) $ — $ (29.4 ) $ (43.4 ) Other comprehensive income (loss) before reclassifications — 8.4 — (11.2 ) (2.8 ) Amounts reclassified from AOCL — — — 1.4 1.4 Net current period other comprehensive loss before income tax — 8.4 — (9.8 ) (1.4 ) Income tax benefit — — — 1.0 1.0 Other comprehensive income (loss) — 8.4 — (8.8 ) (0.4 ) Balance as of December 31, 2017 $ — $ (5.6 ) $ — $ (38.2 ) $ (43.8 ) Other comprehensive loss before reclassifications (1.6 ) (13.2 ) (8.1 ) (2.4 ) (25.3 ) Amounts reclassified from AOCL — — — 5.9 5.9 Net current period other comprehensive loss before income tax (1.6 ) (13.2 ) (8.1 ) 3.5 (19.4 ) Income tax benefit (expense) 0.4 — — (0.9 ) (0.5 ) Other comprehensive loss (income) (1.2 ) (13.2 ) (8.1 ) 2.6 (19.9 ) ASU 2018-02 — — — (4.7 ) (4.7 ) Balance as of December 31, 2018 $ (1.2 ) $ (18.8 ) $ (8.1 ) $ (40.3 ) $ (68.4 ) Other comprehensive (loss) income before reclassifications (6.0 ) 3.2 (4.9 ) (15.4 ) (23.1 ) Amounts reclassified from AOCL 1.1 — — 21.0 22.1 Net current period other comprehensive loss before income tax (4.9 ) 3.2 (4.9 ) 5.6 (1.0 ) Income tax benefit (expense) 1.3 — — (1.3 ) — Other comprehensive loss (income) (3.6 ) 3.2 (4.9 ) 4.3 (1.0 ) Balance as of December 31, 2019 $ (4.8 ) $ (15.6 ) $ (13.0 ) $ (36.0 ) $ (69.4 ) The following pension and OPEB reclassifications were made from AOCL into earnings during the periods presented (in millions): Year Ended December 31, 2019 2018 2017 Amortization of pension and other post-employment liability adjustments Prior service credits (1) $ 0.7 $ 0.7 $ 1.5 Actuarial losses (1) (0.9 ) (0.9 ) (0.7 ) Loss recognized during settlement (20.8 ) (5.7 ) (2.2 ) Total before tax (21.0 ) (5.9 ) (1.4 ) Tax (benefit) (5.5 ) (1.5 ) (0.6 ) Net of tax $ (15.5 ) $ (4.4 ) $ (0.8 ) (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension costs. See Note 10 for additional information. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share ("EPS") is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS is similarly calculated but includes the weighted-average dilutive effect of outstanding restricted shares, RSUs and stock options. The following table sets forth the reconciliation from basic to dilutive average common shares (in millions): Years ended December 31, 2019 2018 2017 Numerator: Net earnings attributable to Knoll, Inc. stockholders $ 67.5 $ 73.3 $ 80.2 Denominator: (shares in thousands) Denominator for basic earnings per shares - weighted-average shares 48,846 48,657 48,423 Effect of dilutive securities: Potentially dilutive shares resulting from stock plans 611 561 737 Denominator for diluted earnings per share - weighted-average shares 49,457 49,218 49,160 Antidilutive equity awards not included in weighted-average common shares - diluted — 20 — Net earnings per share: Basic $ 1.38 $ 1.51 $ 1.66 Diluted $ 1.36 $ 1.49 $ 1.63 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The source of earnings before income taxes consisted of the following (in millions): 2019 2018 2017 U.S. operations $ 50.9 $ 67.3 $ 62.6 Foreign operations 40.0 30.9 16.0 Total $ 90.9 $ 98.2 $ 78.6 Income tax expense (benefit) is comprised of the following (in millions): 2019 2018 2017 Current: Federal $ 8.5 $ 4.3 $ 11.7 State 5.3 2.1 2.4 Foreign 10.9 13.7 3.9 Total current $ 24.7 $ 20.1 $ 18.0 Deferred: Federal (0.7 ) 6.3 (20.6 ) State (0.4 ) 0.9 2.5 Foreign (0.2 ) (2.4 ) (1.5 ) Total deferred (1.3 ) 4.8 (19.6 ) Income tax expense (benefit) $ 23.4 $ 24.9 $ (1.6 ) The Tax Cuts and Jobs Act of 2017 (the “Tax Act”), as enacted December 22, 2017, significantly revised U.S. tax law. The law included significant changes to the U.S. corporate income tax system, including a Federal corporate rate reduction from 35% to 21% , limitations on the deductibility of interest expense and executive compensation, and the transition of U.S. international taxation from a worldwide tax system to a territorial tax system. During the fourth quarter of 2017, the Company recorded an estimated tax benefit derived from the enactment of the Tax Act of $26.6 million , which primarily related to the remeasurement of the Company's net deferred tax liabilities in the U.S. and the one-time transition tax on deemed repatriation of foreign earnings. During 2018, the Company completed its accounting for the provisional amounts recognized in December 2017 and recorded an additional tax benefit of $1.7 million related to the rate differential on the deferred provision to return. The following table sets forth the tax effects of temporary differences that give rise to the Company's deferred tax assets and liabilities (in millions): December 31, December 31, Deferred tax assets Accounts receivable, principally due to allowance for doubtful accounts $ 1.4 $ — Inventories 5.9 5.9 NOL carryforwards 5.0 6.9 Accrued pension 5.8 2.1 Stock-based compensation 4.8 3.7 Compensation-related accruals 1.2 0.7 Warranty 2.7 2.1 OPEB obligation 1.0 0.9 Accrued liabilities and other items 8.3 8.4 Gross deferred tax assets $ 36.1 $ 30.7 Valuation allowance (4.3 ) (4.8 ) Net deferred tax assets 31.8 25.9 Deferred tax liabilities: Intangibles (92.3 ) (85.6 ) Plant and equipment (24.5 ) (26.8 ) Gross deferred tax liabilities (116.8 ) (112.4 ) Net deferred tax liabilities $ (85.0 ) $ (86.5 ) As of December 31, 2019 , the Company had NOL carryforwards of approximately $18.7 million between the United Kingdom ("U.K."), Germany and Brazil. These NOL carryforwards do not expire. The Company regularly evaluates positive and negative evidence as it relates to realizability of deferred tax assets in each jurisdiction. During 2017, the Company determined that the valuation allowance placed against the deferred tax asset associated with the UK NOL should be reversed, as a history of positive earnings and anticipated future taxable income supported the conclusion that it is more likely than not that the related tax benefit will be realized. This reversal resulted in the recognition of an income tax benefit of $2.6 million . The Company still provides valuation allowances against the deferred tax assets associated with the NOL carryovers from operations in Germany and Brazil due to the uncertainty of their realization, either in whole or in part. The following table summarizes the activity related to the Company's deferred tax asset valuation allowance and the changes therein during the periods presented (in millions): Balance at Releases (tax benefit recognized) (1) Other (2) Balance at Year ended December 31, 2017 $ 6.2 $ (2.6 ) $ 1.2 $ 4.8 Year ended December 31, 2018 4.8 — — 4.8 Year ended December 31, 2019 4.8 (0.2 ) (0.3 ) 4.3 (1) During 2017, the valuation allowance related to the NOL carryover from operations in the UK was fully released. During 2019, the valuation allowance related to the NOL carryover from operations in Germany was partially released. (2) Primarily foreign exchange impact The following table sets forth a reconciliation of the statutory federal income tax rate to the effective income tax rate: 2019 2018 2017 Federal statutory tax rate 21.0 % 21.0 % 35.0 % Increase (decrease) in the tax rate resulting from: State taxes, net of federal effect 4.2 % 2.4 % 5.2 % Foreign operations, net (1) 2.5 % 0.7 % (0.9 )% Research and development tax credits (1.1 )% (1.1 )% (1.3 )% Tax Act (2) — % (3.2 )% (33.9 )% Return to provision adjustments (3.7 )% 1.1 % (0.5 )% Change in valuation allowance against deferred tax assets (0.3 )% — % (3.3 )% Other 3.2 % 4.5 % (2.3 )% Effective tax rate 25.8 % 25.4 % (2.0 )% (1) Includes the tax effects of income tax rate differentials, deductions and credits applicable to the operations of the Company's foreign subsidiaries. Certain provisions of the Tax Act were newly effective for the Company in 2019, including provisions related to inclusions of foreign-sourced earnings in excess of an allowable return on foreign subsidiaries' tangible assets. These provisions are designed to tax global intangible low-taxed income ("GILTI"). The Company has elected to account for any GILTI tax in the period in which it is incurred. (2) Primarily attributable to the impact of the remeasurement of domestic net deferred tax liabilities (at the lower statutory rate of 21.0% ) and the one-time transition tax on unremitted foreign earnings (See Note 2). As of December 31, 2019 , to the extent the Company’s earnings attributable to its foreign subsidiaries are not considered permanently reinvested, a deferred tax liability for the tax consequences of remitting the accumulated earnings has been provided in the financial statements. The following table presents a reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the periods presented (in millions): 2019 2018 2017 Balance, beginning of the year $ 0.9 $ 0.9 $ 0.9 Additions for tax position related to the current year — 0.1 0.1 Lapse of statute of limitations (0.1 ) (0.1 ) (0.1 ) Balance, end of the year $ 0.8 $ 0.9 $ 0.9 All of the unrecognized tax benefits as of December 31, 2019 , if recognized, would affect the Company's effective tax rate. The amounts of income tax-related interest and penalties recognized in the Consolidated Statements of Operations were not significant for the years ended December 31, 2019 and 2018 , and 2017. There were no amounts accrued for the payment of income tax-related interest and penalties in the Consolidated Balance Sheets as of December 31, 2019 and 2018 . As of December 31, 2019 , the Company is subject to U.S. Federal Income Tax examination for the tax years 2016 through 2019, and to non-U.S. income tax examination for the tax years 2012 to 2019. In addition, the Company is subject to state and local income tax examinations for the tax years 2015 through 2019. |
OTHER INCOME, NET
OTHER INCOME, NET | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME, NET | OTHER INCOME, NET The components of other income, net are as follows (in millions): Years Ended December 31, 2019 2018 2017 Foreign exchange losses (gains) $ 1.5 $ (2.0 ) $ 1.8 Net periodic pension and OPEB benefit cost (credit) (6.4 ) (7.1 ) (9.6 ) Other, net 1.1 (0.5 ) 0.1 Other income, net $ (3.8 ) $ (9.6 ) $ (7.7 ) |
QUARTERLY RESULTS (UNAUDITED)
QUARTERLY RESULTS (UNAUDITED) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS (UNAUDITED) | QUARTERLY RESULTS (UNAUDITED) The following tables contain selected unaudited Consolidated Statements of Operations and Comprehensive Income data for each quarter for the years ended December 31, 2019 and 2018 . The operating results for any quarter are not necessarily indicative of results for any future period. The quarterly results are as follows (in millions): First Second Third Fourth Fiscal 2019 Sales $ 332.8 $ 367.3 $ 356.5 $ 371.5 $ 1,428.1 Gross profit 123.8 140.7 140.4 144.1 549.0 Net earnings 18.0 21.7 17.5 10.3 67.5 (1) (2) (3) Earnings per share—Basic $ 0.37 $ 0.44 $ 0.36 $ 0.21 $ 1.38 (1) (2) (3) Earnings per share—Diluted $ 0.37 $ 0.44 $ 0.35 $ 0.21 $ 1.36 (1) (2) (3) 2018 Sales $ 296.6 $ 323.4 $ 327.7 $ 354.6 $ 1,302.3 Gross profit 107.7 119.3 122.8 131.7 481.5 Net earnings 15.3 13.1 20.3 24.6 73.3 (4) (5) (6) (7) Earnings per share—Basic $ 0.31 $ 0.27 $ 0.42 $ 0.50 $ 1.51 (4) (5) (6) (7) Earnings per share—Diluted $ 0.31 $ 0.27 $ 0.41 $ 0.50 $ 1.49 (4) (5) (6) (7) (1) During the first, second, third and fourth quarters of 2019, the Company recorded pension settlement charges of $0.2 million , $0.5 million , $9.8 million and $10.5 million , respectively. (2) During the first, third and fourth quarters of 2019, the Company recorded restructuring charges of $0.1 million , $0.1 million and $0.6 million , respectively within the Office segment related to an organizational realignment that will result in greater operating efficiency and control. (3) During the fourth quarter of 2019, the Company recorded an intangible asset impairment charge of $6.5 million . (4) During the second, third and fourth quarters of 2018, the Company recorded pension settlement charges of $4.6 million , $0.6 million and $0.5 million , respectively. (5) During the first, second, third and fourth quarters of 2018, the Company recorded restructuring charges of $0.5 million , $0.8 million , $1.2 million and $0.1 million , respectively within the Office segment related to an organizational realignment that will result in greater operating efficiency and control. (6) During the first, second, third and fourth quarters of 2018, the Company recorded acquisition costs of $1.0 million , $0.5 million , $0.2 million and $0.2 million , respectively related to the acquisition of Muuto. (7) The fourth quarter of 2018 includes the recognition of a tax benefit of $1.7 million related to the Tax Act. |
SEGMENT AND GEOGRAPHIC REGION I
SEGMENT AND GEOGRAPHIC REGION INFORMATION | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC REGION INFORMATION | SEGMENT AND GEOGRAPHIC REGION INFORMATION The tables below present the Company’s segment information (in millions): 2019 2018 2017 SALES Office $ 873.8 $ 797.1 $ 733.3 Lifestyle 554.3 505.2 399.6 Corporate — — — Knoll, Inc. $ 1,428.1 $ 1,302.3 $ 1,132.9 INTERSEGMENT SALES (1) Office $ 2.1 $ 1.6 $ 1.3 Lifestyle 9.9 10.8 10.9 Corporate — — — Knoll, Inc. $ 12.0 $ 12.4 $ 12.2 DEPRECIATION AND AMORTIZATION (2) Office $ 23.9 $ 20.7 $ 18.7 Lifestyle 14.1 12.9 6.3 Corporate 0.5 0.6 0.9 Knoll, Inc. $ 38.5 $ 34.2 $ 25.9 OPERATING PROFIT Office (3) $ 64.2 $ 49.5 $ 26.1 Lifestyle (4) 90.2 90.0 78.5 Corporate (4) (24.6 ) (24.3 ) (24.1 ) Knoll, Inc. (5) $ 129.8 $ 115.2 $ 80.5 CAPITAL EXPENDITURES (6) Office $ 36.1 $ 32.7 $ 33.3 Lifestyle 14.7 8.3 5.9 Corporate 1.1 0.9 0.5 Knoll, Inc. $ 51.9 $ 41.9 $ 39.7 (1) Intersegment sales are presented on a cost-plus basis which takes into consideration the effect of transfer prices between legal entities. (2) Excludes amortization of deferred financing fees. (3) Within the Office segment, Knoll recorded a $16.3 million write-off of property, plant, and equipment during 2017; a $21.0 million , $5.7 million and $2.2 million pension settlement charge during 2019, 2018 and 2017, respectively; and a $0.8 million , $2.6 million and $2.2 million restructuring charge during 2019, 2018 and 2017, respectively. (4) Knoll recorded acquisition costs of $0.6 million and $1.3 million related to the acquisition of Muuto within the Lifestyle segment and Corporate, respectively, during 2018. (5) The Company does not allocate interest expense or other (income) expense, net to the reportable segments. (6) The amounts reported above do not account for the change in accrued capital costs during the years ended December 31, 2019, 2018 or 2017. Many of the Company's facilities manufacture products for both reportable segments. Therefore, it is impractical to disclose asset information on a segment basis. The Company markets its products in the United States and internationally, with its principal international markets being Canada and Europe. The table below contains information about the geographical areas in which the Company operates. Sales are attributed to the geographic areas based on the origin of sale, and property, plant, and equipment, net is based on the geographic area in which the asset resides (in millions): United Canada Europe Other Consolidated 2019 Sales $ 1,183.6 $ 37.2 $ 206.9 $ 0.4 $ 1,428.1 Property, plant, and equipment, net 191.3 28.9 18.8 — 239.0 2018 Sales $ 1,066.8 $ 37.3 $ 197.4 $ 0.8 $ 1,302.3 Property, plant, and equipment, net 172.7 26.9 15.4 — 215.0 2017 Sales $ 977.7 $ 52.9 $ 100.2 $ 2.1 $ 1,132.9 Property, plant, and equipment, net 157.8 29.3 13.5 — 200.6 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT On January 16, 2020 the Company announced the closure of the Grand Rapids, Michigan manufacturing operations. Under the restructuring plan, the Grand Rapids manufacturing operations are expected to be substantially closed by the end of the second quarter of 2020. As a result of this restructuring plan, the Company will make changes to better optimize its logistics operations which are expected to be substantially completed by the end of 2021. All product lines currently manufactured in Grand Rapids will be transitioned to other Knoll manufacturing sites in North America. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants, which the Company is required to follow. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“ASC”), which serves as a single source of authoritative non-SEC accounting and reporting standards to be applied by non-governmental entities. Beginning in 2019, the Company began reporting all dollar amounts in millions. In certain circumstances, this change in rounding resulted in prior year disclosures being removed. Certain prior period amounts in the consolidated financial statements, as well as in the Notes thereto, have been reclassified to conform to the current year presentation. During the fourth quarter of 2019, the Company aligned the consolidation of certain of the Company’s foreign subsidiaries in the consolidated financial statements which previously included results on a one-month reporting lag. The Company believes that this change in accounting principle is preferable, as all of the Company's subsidiaries are now reported based on the same period-end, which improves overall financial reporting to investors by providing the most current information available. In accordance with applicable accounting literature, the elimination of a one month reporting lag of a subsidiary is treated as a change in accounting principle and requires retrospective application. The Company has determined that the effect of this change is not material to the financial statements for all periods presented and therefore, the Company has not presented retrospective application of this change. The net impact of the elimination of the reporting lag of $0.6 million of loss for the month of December 2019 has been included within "Other income, net" on the Consolidated Statements of Operations and Comprehensive Income in the fourth quarter of 2019. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries and any partially-owned subsidiaries that the Company has the ability to control. Significant intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ from such estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly-liquid investments with maturities of three months or less at the date of purchase. |
Revenue Recognition | Revenue Recognition Revenue for the year ended December 31, 2017 was recognized under ASC 605, Revenue Recognition , when (i) persuasive evidence of an arrangement existed, (ii) delivery occurred or services were rendered, (iii) the price was fixed or determinable and (iv) collectability was reasonably assured. ASC 606, Revenue from Contracts with Customers , was adopted for the fiscal year beginning January 1, 2018. Per the new standard, the Company determines revenue recognition by applying the following steps: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue as the performance obligations are satisfied. The Company recognizes revenue when performance obligations under the terms of a contract with a customer are satisfied. The Company's primary performance obligation to its customers is the delivery of products. Control of the products sold typically transfers to the customer upon shipment or delivery depending on the shipping terms of the underlying contract. Each customer contract sets forth the transaction price for the products and services purchased under that arrangement. Some customer arrangements include variable consideration, such as volume rebates, some of which depend upon the customers meeting specified performance criteria, such as a purchasing level over a period of time. The Company uses judgment to estimate the most likely amount of variable consideration at each reporting date. When estimating variable consideration, the Company applies judgment when considering the probability of whether a reversal of revenue could occur and only recognize revenue subject to this constraint. The Company uses historical customer return data as a basis of estimation for customer returns and records the reduction of sales at the time revenue is recognized. Customer returns have historically not been significant. The Company may receive deposits from customers before revenue is recognized, thus resulting in the recognition of a contract liability (customer deposits). Amounts billed to customers for shipping and handling of products are included in sales and the related costs incurred by the Company for shipping and handling are included in cost of sales. If shipping activities are performed after a customer obtains control of a product, the Company applies a policy election to account for shipping and handling as an activity to fulfill the promise to transfer the product to the customer. The Company applies an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer. The Company has elected the practical expedient permitted in ASC 340-40-25-4, which permits an entity to recognize incremental costs to obtain a contract as an expense when incurred if the amortization period will be less than one year. The Company has elected the practical expedient permitted in ASC 606-10-32-18, which allows an entity to not adjust the promised amount of consideration for the effects of a significant financing component if a contract has a duration of one year or less. As the Company’s contracts are typically less than one year in length, consideration will not be adjusted. The Company’s contracts generally include a standard payment term of 30 days, consequently there is no significant financing component within its contracts. Contract Balances The Company has contract assets consisting of Customer receivables in the Consolidated Balance Sheets which represent the amount of consideration the Company expects to be entitled to in exchange for the goods or services rendered to its customers. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for losses associated with accounts receivable balances that are estimated to be uncollectible. The allowance is determined through an analysis of the aging of accounts receivable and assessments of risk that are based on historical trends. The Company evaluates the past-due status of its customer receivables based on the contractual terms of sale. If the financial condition of the Company's customers were to deteriorate, additional allowances may be required. Accounts receivable and corresponding allowance for doubtful accounts are written off when the Company determines that the likelihood of recovery is remote and the Company no longer intends to expend resources to attempt collection. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value and include material, labor and overhead. Cost is determined using the first-in, first-out method. The Company adjusts for inventory that it believes is impaired or obsolete. Obsolescence occurs as the result of several factors, including the discontinuance of a product line, changes in product material specifications, replacement products in the marketplace and other competitive influences. |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives are as follows: Category Useful Life (in years) Leasehold improvements (1) Various Buildings 35-60 Building improvements 5-25 Office equipment 3-10 Software 3-10 Machinery and equipment 4-12 (1) Leasehold improvements are amortized over the shorter of the economic life of the asset or the remaining lease term. Maintenance and repairs are expensed as incurred. Interest on capital projects is capitalized during the construction period. The Company reviews the carrying values of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated cash flows expected to result from its use and eventual disposition. The factors considered by the Company in performing this assessment include current operating results, business trends affecting the use of certain assets and other economic factors. In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and intangible assets with indefinite lives are tested for impairment at least annually, as of October 1, and more frequently whenever events or circumstances occur indicating that a possible impairment may have been incurred. Intangible assets with finite lives are amortized over their estimated useful lives. The Company evaluates goodwill for impairment by way of qualitative and quantitative assessments. A qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If, based on this qualitative assessment, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed by determining the fair value of the Company's reporting units. The Company estimates the fair value of its reporting units using a combination of the fair values derived from both the income approach and the market approach. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the businesses ability to execute on the projected cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. When performing a qualitative assessment, the Company assesses numerous factors to determine whether it is more likely than not that the fair value of the reporting units are less than their respective carrying values. The Company considered factors that would impact the reporting unit fair values as estimated by the market and income approaches used in the last quantitative assessment. The Company reviewed current projections of cash flows and compared these current projections to the projections included in the most recent quantitative assessment and considered the fact that no new significant competitors entered the marketplace in the industry and that consumer demand for the industry’s products remains relatively constant, if not growing slightly. Also, economic factors during the year did not significantly affect the discount rates used for the valuation of these reporting units. The Company concluded that events occurring since the last quantitative assessment did not have a significant impact on the fair value of each of these reporting units. Therefore, the Company determined that it was not necessary to perform a quantitative goodwill impairment test for certain of these reporting units as the qualitative assessment indicated that it is not more than likely than not that the fair value of a reporting unit is less than its carrying amount. The Company assesses whether impairment of indefinite-lived intangible assets, namely tradenames, exists using both the qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If based on this qualitative assessment, the Company determines it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed to determine whether an indefinite-lived intangible asset impairment exists. The Company tests the indefinite-lived intangible assets for impairment by comparing the carrying value to the fair value based on current revenue projections of the related operations, under the relief from royalty method. Any excess of the carrying value over the amount of fair value is recognized as an impairment. Any such impairment is recognized in the reporting period in which it has been identified. Finite-lived intangible assets such as customer relationships, non-compete agreements, and licenses are amortized over their estimated useful lives. The Company reviews the carrying values of these assets for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on estimated undiscounted cash flows expected to result from its use and eventual disposition. The Company regularly evaluates the reasonableness of the useful lives of these assets. |
Leases | Leases The Company accounts for leases in accordance with ASC Topic 842, Leases , (“ASC 842”). The Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (2) the customer has the right to control the use of the identified asset. The Company determines whether the contracts are considered an operating or finance lease. The Company does not currently have finance leases. Operating leases are included in right-of-use (“ROU”) lease assets, current portion lease liability, and lease liabilities on the Consolidated Balance Sheets when the lease term exceeds one year. The lease liabilities are initially measured at the present value of the unpaid lease payments at the lease commencement date. Key estimates and judgments include how the Company determined (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments. (1) ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As the majority of the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The Company uses the implicit rate when readily determinable. (2) The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise. (3) Lease payments included in the measurement of the lease liability comprise the following: fixed payments (including in-substance fixed payments), less any lease incentives paid or payable to the lessee, variable payments that depend on an index or rate, amounts expected to be payable under a residual value guarantee and the exercise price of the Company option to purchase the underlying asset if the Company is reasonably certain to exercise. The ROU asset is initially measured at cost, which comprises the initial measurement of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the amount of the remeasured lease liability, adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term and any unamortized initial direct costs. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable lease payments associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented as operating expenses in the Company’s Consolidated Statement of Operations and Comprehensive Income in the same line item as expense arising from fixed lease payments for operating leases. ROU assets for operating leases are subject to the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment. The Company monitors for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss. The Company has lease agreements which include lease and non-lease components, which are accounted for separately using a relative stand-alone price basis. On January 1, 2019 the Company adopted ASC 842 using a modified retrospective transition method and elected the optional transition method as defined within Accounting Standards Update ("ASU") 2018-11. As a result, the Company was not required to adjust its comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption (i.e. January 1, 2019). The Company has elected to adopt the package of transition practical expedients and, therefore, has not reassessed (1) whether existing or expired contracts contain a lease, (2) lease classification for existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized. The Company did not elect the practical expedient to use hindsight for leases existing at the adoption date. The Company has elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. Variable lease payments associated with these leases are recognized and presented in the same manner as for all other Company leases. Additionally, the Company applies a portfolio approach to determine the discount rate (i.e. incremental borrowing rate for leases with similar characteristics). The Company applies the incremental borrowing rate generally based on the transactional currency of the lease and the lease term. |
Business Combinations | Business Combinations The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. The results of operations of the acquired business are included in the Company's operating results from the date of acquisition. |
Deferred Financing Fees | Deferred Financing Fees Financing fees that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense over the life of the underlying indebtedness. Deferred financing fees are presented in the Company's consolidated balance sheets as a direct reduction from long-term debt. |
Research and Development Costs | Research and Development Costs |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined and recognized based on the differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases using the tax rates expected to be in effect when the temporary differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not some portion or all of the related tax benefit will not be realized. The need to establish valuation allowances against deferred tax assets is assessed quarterly. The Company's valuation allowances are primarily attributable to net operating loss ("NOL") carryforwards in certain foreign tax jurisdictions where the Company has incurred historical tax losses from operations and has determined that it is more likely than not these deferred tax assets will not be realized. The primary factors used to assess the likelihood of realization are reversals of taxable temporary timing differences, forecasts of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The Company evaluates tax positions to determine whether the benefits of tax positions are more likely than not to be sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not to be sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement. For tax positions that are not more likely than not to be sustained upon audit, the Company does not recognize any portion of the benefit. If the more likely than not threshold is not met in the period for which a tax position is taken, the Company may subsequently recognize the benefit of that tax position if the tax matter is effectively settled, the statute of limitations expires, or if the more likely than not threshold is met in a subsequent period. The Company recognizes income tax-related interest and penalties in income tax expense and accrues for interest and penalties in other noncurrent liabilities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company uses the following valuation techniques to measure fair value for its financial assets and financial liabilities: Level 1 Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. Fair value is 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. The Company and its subsidiaries use, as appropriate, a market approach (generally, data from market transactions), an income approach (generally, present value techniques and option-pricing models), and/or a cost approach (generally, replacement cost) to measure the fair value of an asset or liability. These valuation approaches incorporate inputs such as observable, independent market data and/or unobservable data that management believes are predicated on the assumptions market participants would use to price an asset or liability. These inputs may incorporate, as applicable, certain risks such as nonperformance risk, which includes credit risk. |
Derivative Instruments | Derivative Instruments The Company utilizes derivative instruments to mitigate volatility related to interest rates on certain debt instruments. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. The Company recognizes derivatives as either assets or liabilities in the Consolidated Balance Sheets and measures those instruments at fair value. Changes in the fair value of those instruments are initially reported in Accumulated Other Comprehensive Income (Loss) if they qualify for hedge accounting and are subsequently recognized in earnings when the hedged exposure affects earnings. Derivatives qualify for hedge accounting if they are designated as hedge instruments and if the hedge is highly effective in achieving offsetting changes in the cash flows of the asset or liability hedged. Hedge effectiveness is assessed on a regular basis. Changes in fair value of derivative instruments that do not qualify for hedge accounting are recognized immediately in current net earnings. |
Commitments and Contingencies | Commitments and Contingencies The Company establishes reserves for the estimated cost of environmental, legal and other contingencies when such expenditures are probable and reasonably estimable. A significant amount of judgment is required to estimate and quantify the ultimate exposure in these matters. The Company engages outside experts as deemed necessary or appropriate to assist in the evaluation of exposure. From time to time, as information becomes available regarding changes in circumstances for ongoing issues as well as information regarding emerging issues, the potential liability is reassessed and reserve balances are adjusted as necessary. Revisions to the estimates of potential liability, and actual expenditures related to commitments and contingencies, could have a material impact on the results of operations or financial position. |
Warranty | Warranty The Company generally offers an assurance-type warranty for its products. The specific terms and conditions of those warranties vary depending upon the product sold. The Company estimates the costs that may be incurred under its warranties and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include historical product-failure experience and estimated repair costs for identified matters. The Company regularly assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. |
Concentration of Credit Risk | Concentration of Credit Risk The Company's customer receivables are comprised primarily of amounts due from independent dealers and direct customers. The Company monitors and manages the credit risk associated with the individual dealers and direct customers. The independent dealers are responsible for assessing and assuming the credit risk of their customers and may require their customers to provide deposits or other credit enhancement measures. Historically, the Company has had a concentration of federal and local government receivables; however, they carry minimal credit risk. |
Foreign Currency Translation | Foreign Currency Translation Results of foreign operations are translated into U.S. dollars using average exchange rates during the year, while assets and liabilities are translated into U.S. dollars using the exchange rates as of the balance sheet dates. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss). Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency of the applicable subsidiary are included in the consolidated statements of operations, within other income, net, in the year in which the gain or loss occurs. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The Company recognizes compensation expense using the straight-line method over the vesting period. Compensation expense relating to restricted stock units subject to performance conditions is recognized if it is probable that the performance condition will be achieved. Forfeitures are recognized when they occur. The fair value of restricted stock and restricted stock units, excluding market-based restricted stock units, is based upon the closing market price of the Company's common stock on the date of grant. The fair value of market-based restricted stock units is estimated at the date of grant using a Monte Carlo simulation model, which requires management to make certain assumptions based on both historical and current data. These awards vest based upon the performance of the Company's stock price relative to a peer group. The assumptions included in the model include, but are not limited to, risk-free interest rate, expected volatility of the Company's and the peer group's stock prices, and dividend yield. The risk-free rate is based upon the applicable U.S. Treasury Note rate. Expected volatility is estimated based on the historical volatility of the Company's and peer group's stock prices. The dividend yield is based on the Company's historical data. |
Pension and Other Post-Employment Benefits | Pension and Other Post-Employment Benefits The Company sponsors two defined benefit pension plans, one of which was terminated during 2019, and four other post-employment benefit plans ("OPEB"), one of which was terminated during 2019. Several statistical and other factors, which attempt to anticipate future events, are used in calculating the expense and liability related to the plans. Key factors include assumptions about the expected rates of return on plan assets, discount rates, mortality rates and health care cost trend rates. The Company considers market and regulatory conditions, including changes in investment returns and interest rates, in making these assumptions. The Company determines the expected long-term rate of return on plan assets based on aggregating the expected rates of return for each component of the plan's asset mix. The Company uses historic plan asset returns combined with current market conditions to estimate the rate of return. The expected rate of return on plan assets is a long-term assumption. The discount rate reflects the market rate for high-quality fixed income debt instruments as of the Company's annual measurement date and is subject to change each year. Unrecognized actuarial gains and losses are recognized over the expected remaining lifetime of the plan participants. Unrecognized actuarial gains and losses arise from several factors, including experience and assumption changes with respect to the obligations of the pension and OPEB plans, and from the difference between expected returns and actual returns on plan assets. These unrecognized gains and losses are systematically recognized as a change in future net periodic pension expense in accordance with the appropriate accounting guidance relating to defined benefit pension and OPEB plans. Key assumptions used in determining the amount of the obligation and expense recorded for the OPEB plans include the assumed discount rate and the assumed rate of increases in future health care costs. In estimating the health care cost trend rate, the Company considers actual health care cost experience, future benefit structures, industry trends and advice from its actuaries. The Company assumes that the relative increase in health care costs will generally trend downward over the next several years, reflecting assumed increases in efficiency and cost-containment initiatives in the health care system. In accordance with the appropriate accounting guidance, the Company has recognized the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligation) of the defined benefit pension and OPEB plans in the consolidated balance sheets. To record the unfunded status of the plans, the Company recorded an additional liability and an adjustment to accumulated other comprehensive loss, net of tax. Other changes in the benefit obligation including net actuarial loss (gain) and prior service cost (credit) are recognized in other comprehensive income. |
Segment Information | Segment Information The Company has two reportable segments: Office and Lifestyle. The Office reportable segment is comprised of the operations of the Office operating segment. The Lifestyle reportable segment is an aggregation of the Lifestyle, Europe Studio, and Muuto operating segments. All unallocated expenses are included within Corporate. The Office reportable segment includes a complete range of workplace products that address diverse workplace planning paradigms. These products include: systems furniture, seating, storage, tables, desks and KnollExtra® accessories as well as the international sales of our North American Office products. The Office segment includes DatesWeiser and Fully. DatesWeiser, known for its sophisticated meeting and conference tables and credenzas, sets a standard of design, quality and technology integration. Fully is an e-commerce furniture brand selling height-adjustable desks, ergonomic chairs and accessories principally for individual home offices and small businesses. The Lifestyle reportable segment aggregates three operating segments: Lifestyle, Europe Studio and Muuto. The Lifestyle reportable segment products, which are distributed in North America and Europe, include iconic seating, lounge furniture, side, café and dining chairs as well as conference, training, dining and occasional tables, lighting, rugs, textiles, high-quality fabrics, felt, leather and related architectural products. During the first quarter of 2019, the Company changed the structure of its internal organization, resulting in a change to the composition of its reportable segments. DatesWeiser is now a component of the Office operating segment, as opposed to the Lifestyle operating segment. As a result of this change in segment reporting, the Company retrospectively revised prior period results, by segment, to conform to current period presentation. Corporate costs include unallocated costs relating to shared services and general corporate activities such as legal expenses, acquisition expenses, certain finance, human resources, administrative and executive expenses and other expenses that are not directly attributable to an operating segment. Dedicated, direct selling, general and administrative expenses of the segments are included within segment operating profit. Management regularly reviews the costs included in the Corporate function and believes disclosing such information provides more visibility and transparency of how the chief operating decision maker reviews the results for the Company. |
New Accounting Pronouncements Not Yet Adopted and Adopted | New Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 replaces the incurred loss impairment methodology for measuring and recognizing credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 will be effective for the Company as of January 1, 2020. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement ( Topic 820 ) which modifies the disclosure requirements of fair value measurements in Topic 820, Fair Value Measurement. For public companies the ASU removes disclosure requirements for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels and the valuation process for Level 3 fair value measurements. The ASU modifies the disclosure requirements for investments in certain entities that calculate net asset value and clarifies that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. The ASU adds the disclosure requirement for changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2019 including interim periods within that fiscal year. Early adoption is permitted. The Company does not believe there will be a material impact to the consolidated financial statements as a result of adopting this ASU. Accounting Standards Adopted In February 2016, the FASB issued guidance codified in ASC 842, Leases, which supersedes the guidance in ASC 840, Leases. ASC 842 was effective for the Company on January 1, 2019, and the Company adopted the standard using the modified retrospective approach. The Company recorded lease liabilities of $119.3 million , with an offsetting increase to the right-of-use assets of $101.7 million , for all leases with an initial term of greater than twelve months regardless of their classification as of January 1, 2019. In 2018, the FASB issued clarifying guidance to the topic in ASUs No. 2018-10 and No. 2018-11, which clarified certain aspects of the new leases standard and provided an optional transition method. The Company has elected the package of practical expedients and adopted utilizing the optional transition method defined within ASU 2018-11 on January 1, 2019. The Company did not elect the hindsight expedient. The adoption of the standard did not materially impact the Consolidated Statements of Operations and Comprehensive Income or Cash Flows. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock compensation (Topic 718) which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation-Stock Compensation, to include share-based payment transactions for acquiring goods and services from non-employees. Some of the areas for simplification apply only to nonpublic entities. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company adopted this ASU effective January 1, 2019. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) which reduces the complexity of accounting for costs of implementing a cloud computing service arrangement and aligns the accounting for capitalizing implementation costs of hosting arrangements, regardless of whether they convey a license to the hosted software. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the component of the hosting arrangement is ready for its intended use. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. The Company adopted the amendment prospectively as of October 1, 2019 and the adoption did not have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of changes in the allowance for doubtful accounts | The following table summarizes the changes in the allowance for doubtful accounts for the periods presented (in millions): Description Balance at Additions Charge-Offs Other Balance at Allowance for doubtful accounts: Year ended December 31, 2017 $ 8.0 $ (2.2 ) $ (1.8 ) $ — $ 4.0 Year ended December 31, 2018 4.0 0.1 (0.4 ) — 3.7 Year ended December 31, 2019 3.7 0.9 (0.7 ) 0.1 4.0 |
Schedule of depreciable lives | Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives are as follows: Category Useful Life (in years) Leasehold improvements (1) Various Buildings 35-60 Building improvements 5-25 Office equipment 3-10 Software 3-10 Machinery and equipment 4-12 (1) Leasehold improvements are amortized over the shorter of the economic life of the asset or the remaining lease term. Property, plant and equipment, net consisted of the following as of the dates presented (in millions): December 31, 2019 2018 Land $ 16.0 $ 12.0 Leasehold improvements 62.9 59.6 Buildings 71.9 68.9 Office equipment 27.2 19.5 Software 71.2 43.4 Machinery and equipment 236.4 237.2 Construction-in-progress 35.0 52.7 Property, plant and equipment 520.6 493.3 Accumulated depreciation (281.6 ) (278.3 ) Property, plant, and equipment, net $ 239.0 $ 215.0 |
Fair value valuation techniques | The Company uses the following valuation techniques to measure fair value for its financial assets and financial liabilities: Level 1 Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Net sales by Product Category | The Company’s sales by product category were as follows (in millions): Year Ended December 31, 2019 2018 2017 Office Segment Office Systems $ 449.4 $ 439.2 $ 422.7 Seating 131.2 131.0 118.4 Files and Storage 104.9 92.0 90.4 Ancillary 134.4 91.9 59.5 Other 53.9 43.0 42.3 Total Office Segment $ 873.8 $ 797.1 $ 733.3 Lifestyle Segment Studio 439.9 395.2 290.6 Coverings 114.4 110.0 109.0 Total Lifestyle Segment $ 554.3 $ 505.2 $ 399.6 Total Sales $ 1,428.1 $ 1,302.3 $ 1,132.9 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identifiable Assets and Liabilities | The following table summarizes the fair values assigned to the assets acquired and liabilities assumed of Muuto and the resulting goodwill as of the January 25, 2018 acquisition date (in millions): Amount Cash $ 7.6 Customer receivables 8.6 Inventory 11.1 Other current assets 0.4 Property, plant, and equipment, net 1.3 Intangible assets 135.6 Other non-current assets 0.3 Total assets acquired $ 164.9 Accounts payable 3.4 Other current liabilities 10.6 Deferred income taxes 29.9 Total liabilities assumed $ 43.9 Net assets acquired $ 121.0 Purchase price $ 315.3 Less: Fair value of acquired identifiable assets and liabilities 121.0 Goodwill $ 194.3 |
Summary of Estimated Fair Value of Identifiable Intangible Assets and Their Estimated Useful Lives | The following table summarizes the preliminary fair value and useful lives of the intangible assets acquired as of the acquisition date of Fully (dollars in millions): Fair Value as of August 20, 2019 Estimated useful Life (in years) Tradenames $ 10.0 10 Customer relationships 1.0 5 Non-compete agreements 0.5 4 Goodwill 14.9 - The following table summarizes the estimated fair value of Muuto’s identifiable intangible assets and their estimated useful lives (in millions): Fair Value as of January 25, 2018 Estimated Useful Life (in years) Indefinite-lived intangible assets: Trade name $ 66.0 Indefinite Finite-lived intangible assets: Wholesale customer relationships 35.8 15 Contract customer relationships 25.0 9 Copyrights & designs 7.5 7 Non-competition agreements 1.3 3 Total intangible assets $ 135.6 |
Schedule of Business Acquisition Pro Forma Information | The following table presents unaudited pro forma information for the periods presented as if the acquisition of Muuto had occurred as of January 1, 2017 (in millions): Year Ended December 31, 2018 2017 Pro forma sales $ 1,306.4 $ 1,203.2 Pro forma net earnings attributable to Knoll, Inc. stockholders $ 79.0 $ 77.9 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Information regarding the Company's inventories is as follows (in millions): December 31, 2019 2018 Raw materials $ 58.7 $ 65.2 Work-in-process 8.1 8.3 Finished goods 129.1 97.0 $ 195.9 $ 170.5 |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives are as follows: Category Useful Life (in years) Leasehold improvements (1) Various Buildings 35-60 Building improvements 5-25 Office equipment 3-10 Software 3-10 Machinery and equipment 4-12 (1) Leasehold improvements are amortized over the shorter of the economic life of the asset or the remaining lease term. Property, plant and equipment, net consisted of the following as of the dates presented (in millions): December 31, 2019 2018 Land $ 16.0 $ 12.0 Leasehold improvements 62.9 59.6 Buildings 71.9 68.9 Office equipment 27.2 19.5 Software 71.2 43.4 Machinery and equipment 236.4 237.2 Construction-in-progress 35.0 52.7 Property, plant and equipment 520.6 493.3 Accumulated depreciation (281.6 ) (278.3 ) Property, plant, and equipment, net $ 239.0 $ 215.0 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill by Reportable Segment | The following table summarizes the carrying amount of goodwill by reportable segment as of the dates presented, as well as the changes to goodwill during the years ended December 31, 2019 and 2018 (in millions): Office Lifestyle Segment Total Balance as of December 31, 2017 $ 39.7 $ 102.4 $ 142.1 Foreign currency translation adjustment (0.6 ) (15.3 ) (15.9 ) Goodwill recognized in connection with the Muuto acquisition — 194.6 194.6 Balance as of December 31, 2018 39.1 281.7 320.8 Foreign currency translation adjustment 0.3 (3.9 ) (3.6 ) Goodwill recognized in connection with the Fully acquisition 14.9 — 14.9 Balance as of December 31, 2019 $ 54.3 $ 277.8 $ 332.1 |
Schedule of the Company's Other Intangible Assets | Information regarding the Company's other intangible assets is as follows (in millions): December 31, 2019 December 31, 2018 Gross Accumulated Net Gross Accumulated Net Indefinite-lived intangible assets: Tradenames $ 277.6 $ — $ 277.6 $ 285.5 $ — $ 285.5 Finite-lived intangible assets: Customer relationships 78.9 (25.0 ) 53.9 78.4 (18.4 ) 60.0 Various 30.9 (14.2 ) 16.7 20.5 (12.1 ) 8.4 Total $ 387.4 $ (39.2 ) $ 348.2 $ 384.4 $ (30.5 ) $ 353.9 |
Schedule of Estimated Amortization Expense Based on the Finite-lived Intangible Assets | The estimated future amortization expense of finite-lived intangible assets as of December 31, 2019 is as follows (in millions): Year Amount 2020 $ 9.6 2021 9.1 2022 8.8 2023 8.7 2024 7.1 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other current liabilities | Information regarding the Company's other current liabilities is as follows (in millions): December 31, 2019 2018 Accrued employee compensation $ 37.4 $ 40.6 Customer deposits 32.5 37.7 Warranty 10.1 9.6 Other 40.3 41.0 Other current liabilities $ 120.3 $ 128.9 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Cost | The Company recognized rent expense for 2018 and 2017 of $32.1 million and $28.9 million , respectively. Lease cost recognized in the consolidated statements of operations for 2019 is summarized as follows (in millions): Year Ended December 31, 2019 Lease cost: Operating lease cost $ 28.6 Short-term lease cost 3.3 Sublease income (0.2 ) Total lease cost $ 31.7 Other lease information as of and for the year ended December 31, 2019 includes (dollars in millions): December 31, 2019 Weighted-average remaining lease term (in years) Operating leases 5.9 Weighted-average discount rate Operating leases 4.9 % Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 29.0 ROU assets obtained in exchange for new operating lease liabilities: Operating leases $ 15.8 |
Schedule of Future Minimum Lease Payments | are as follows (in millions): 2020 $ 26.0 2021 23.2 2022 20.3 2023 17.4 2024 14.4 Thereafter 27.8 Total lease payments 129.1 Less imputed interest (21.4 ) Present value of lease liability $ 107.7 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum rental payments under operating leases (net of sublease amounts) that were required to be disclosed prior to the adoption of the new lease standard as of December 31, 2018 were as follows (in millions): Future Minimum Rental Payments 2019 $ 26.4 2020 23.8 2021 19.1 2022 17.2 2023 15.1 Thereafter 38.8 Total $ 140.4 |
PENSION AND OTHER POST-EMPLOY_2
PENSION AND OTHER POST-EMPLOYMENT BENEFITS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | |
Schedule of Reconciliation of Related Benefit Obligation and Plan Assets | The following table sets forth a reconciliation of the related benefit obligation and plan assets related to the benefits provided by the Company (in millions): Pension Benefits Other Benefits 2019 2018 2019 2018 Change in projected benefit obligation: Projected benefit obligation at beginning of the period $ 243.6 $ 295.6 $ 3.6 $ 3.8 Expected administrative expenses 1.7 0.9 — — Interest cost 9.0 10.2 0.1 0.1 Participant contributions — — 0.1 0.2 Actuarial loss (gain) 40.5 (26.4 ) 0.3 — Benefits paid (6.6 ) (7.1 ) (0.2 ) (0.5 ) Benefits paid related to settlement (79.6 ) (29.5 ) — — (Gain) loss related to settlement (2.9 ) 0.9 — — Administrative expenses paid (2.0 ) (1.0 ) — — Projected benefit obligation at end of the period 203.7 243.6 3.9 3.6 Accumulated benefit obligation at end of the period 203.7 243.6 — — Change in fair value of plan assets: Fair value of plan assets at beginning of the period 233.9 273.9 — — Actual return on plan assets 38.0 (10.3 ) — — Employer contributions — 7.9 0.1 0.3 Transfer to U.S. retirement savings plan (2.0 ) — — — Participant contributions — — 0.1 0.2 Actual expenses paid (2.0 ) (1.0 ) — — Benefits paid (6.6 ) (7.1 ) (0.2 ) (0.5 ) Benefits paid related to settlement (79.6 ) (29.5 ) — — Fair value of plan assets at the end of period 181.7 233.9 — — Funded status (underfunded) $ (22.0 ) $ (9.7 ) $ (3.9 ) $ (3.6 ) |
Schedule of Assumptions Used in Computing the Benefit Obligation | Assumptions used in computing the benefit obligation as of December 31, 2019 and 2018 were as follows: Pension Benefits Other Benefits 2019 2018 2019 2018 Discount rate 3.34 % 4.37% - 4.46% 2.02% - 3.15% 3.30% - 4.32% Rate of compensation increase N/A N/A N/A N/A |
Schedule of Fair Value of Pension Plan investments | The following table presents the fair value of the Company's pension plan investments as of December 31, 2019 and 2018 (in millions): As of December 31, 2019 Level 1 Level 2 Level 3 Total Short-term investments $ 4.6 $ — $ — $ 4.6 U.S. government securities — 19.8 — 19.8 Corporate bonds — 57.9 — 57.9 Total investments in the fair value hierarchy 4.6 77.7 — 82.3 Investments measured at net asset value — — — 99.4 Total investments at fair value $ 4.6 $ 77.7 $ — $ 181.7 As of December 31, 2018 Level 1 Level 2 Level 3 Total Short-term investments $ 7.5 $ — $ — $ 7.5 U.S. government securities — 37.2 — 37.2 Corporate bonds — 71.6 — 71.6 Certificates of deposit — 1.5 — 1.5 Asset-backed securities — 3.8 — 3.8 Total investments in the fair value hierarchy 7.5 114.1 — 121.6 Investments measured at net asset value — — — 112.3 Total investments at fair value $ 7.5 $ 114.1 $ — $ 233.9 |
Schedule of Consolidated Balance Sheet Presentation for Components Relating to Company's Pension and OPEB Plans | The following table sets forth the consolidated balance sheets presentation for components relating to the Company's pension and OPEB plans (in millions): Pension Benefits Other Benefits 2019 2018 2019 2018 Amounts recognized in the consolidated balance sheets consist of: Other noncurrent assets $ — $ 4.2 $ — $ — Other current liabilities — — (0.3 ) (0.3 ) Pension Liability (22.0 ) (13.9 ) — — Other noncurrent liabilities — — (3.6 ) (3.3 ) Net amount recognized $ (22.0 ) $ (9.7 ) $ (3.9 ) $ (3.6 ) Amounts recognized in accumulated other comprehensive income (loss) before taxes: Net actuarial loss $ 49.2 $ 55.9 $ 1.1 $ 1.1 Prior service (credit) — — (1.5 ) (2.6 ) Net amount recognized $ 49.2 $ 55.9 $ (0.4 ) $ (1.5 ) |
Schedule of Other Changes in Benefit Obligation Recognized in Other Comprehensive Income | The following table sets forth changes in the benefit obligation before income taxes recognized in other comprehensive income for the Company's pension and OPEB plans (in millions): Pension Benefits Other Benefits 2019 2018 2019 2018 Net actuarial loss $ 15.1 $ 2.4 $ 0.3 $ — Amortization of: Prior service credit — — 0.7 0.7 Actuarial (loss) gain (0.8 ) (1.0 ) (0.1 ) 0.1 (Loss) gain recognized related to settlement (21.0 ) (5.7 ) 0.2 — Total recognized in OCI $ (6.7 ) $ (4.3 ) $ 1.1 $ 0.8 |
Schedule of Components of the Net Periodic Benefit Cost | The following table sets forth the components of the net periodic benefit cost (income) of the Company's pension and OPEB plans (in millions): Pension Benefits Other Benefits 2019 2018 2017 2019 2018 2017 Expected administrative expenses $ 1.7 $ 0.9 $ 0.7 $ — $ — $ — Interest cost 9.0 10.2 9.4 0.1 0.1 0.2 Expected return on plan assets (15.5 ) (17.6 ) (18.4 ) — — — Amortization of prior service credit — — — (0.7 ) (0.7 ) (1.5 ) Recognized actuarial loss (gain) 0.8 1.0 0.7 0.1 (0.1 ) — Settlement-related expense (1) 21.0 5.7 2.2 (0.2 ) — — Net periodic benefit cost (income) $ 17.0 $ 0.2 $ (5.4 ) $ (0.7 ) $ (0.7 ) $ (1.3 ) 1. The pension settlement charge for 2019 is comprised of two components. First, the Union Pension Plan terminated in 2019. As a result of the plan termination the plan settled all participant benefits, which triggered a settlement charge of $14.5 million in 2019. Second, the Nonunion Plan executed a lump sum window for both retirees and terminated vested participants. The lump sums paid to Nonunion participants caused a settlement charge of $6.6 million in 2019. The pension settlement charge for 2018 related to the purchase of annuities for certain plan retirees as well as cash payments for lump sum elections. The pension settlement charge for 2017 related to lump sum elections made by employees affected by the restructuring activities in the second quarter of 2017. |
Schedule of Assumptions Used to Determine Net Periodic Benefit Cost | Assumptions used to determine net periodic benefit cost for the years ended December 31, 2019 , 2018 , and 2017 were as follows: Pension Benefits Other Benefits 2019 2018 2017 2019 2018 2017 Discount rate 4.37% - 4.46% 3.70 - 3.77% 3.80 - 4.25% 3.30% - 4.32% 2.48 - 3.66% 2.35 - 4.20% Expected return on plan assets 4.60% - 7.10% 7.10 % 7.10 % N/A N/A N/A Rate of compensation increase N/A N/A N/A N/A N/A N/A |
Schedule of Health Care Cost trend Rates | For purposes of measuring the benefit obligation associated with the Company's OPEB plans as of December 31, 2019 , as well as the assumed rate for 2019, the following rates were assumed to affect the per capita costs of the following covered benefits: Benefit obligation Net periodic benefit cost 2019 2027 and thereafter 2019 2027 and thereafter Healthcare 6.30 % 4.50 % 6.50 % 4.50 % Prescription drug 8.40 % 4.50 % 9.00 % 4.50 % |
Schedule of Weighted-average Asset Allocations by Asset Category | The Company's pension plans' weighted-average asset allocations by asset category as of December 31, 2019 and 2018 , were as follows: Plan Assets at 2019 2018 Asset Category: Fixed income funds 46 % 52 % Return seeking (growth assets) funds 54 % 48 % Total 100 % 100 % |
Estimated Future Benefit Payments Under the Pension and OPEB plans | Estimated future benefit payments under the pension and OPEB plans are as follows (in millions): Pension Benefits Other Benefits 2020 $ 13.0 $ 0.2 2021 13.3 0.3 2022 13.4 0.3 2023 13.0 0.3 2024 12.9 0.3 2025 - 2029 59.7 1.3 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Recorded at Fair Value on a Recurring Basis | liabilities at fair value on a recurring basis. The following table summarizes the valuation of those liabilities as of the dates presented (in millions): Fair Value as of December 31, 2019 Fair Value as of December 31, 2018 Description: Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Interest rate swap $ — $ 6.6 $ — $ 6.6 $ — $ 1.7 $ — $ 1.7 Contingent consideration - Fully — — 2.0 2.0 — — — — Contingent consideration - DatesWeiser — — — — — — 0.8 0.8 |
Schedule of Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis | The following table presents the impairment loss on assets that were measured at fair value on a nonrecurring basis (in millions): Level 3 Fair Value as of December 31, 2019 2018 Impairment/Loss Assets: Tradename - Edelman Leather (1) $ — $ 6.5 $ 6.5 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Swap, Which Hedges Long-term Debt Obligation, Notional Amount Decrease | As of December 31, 2019 , the interest rate swap has a notional amount of $250.0 million , which decreases over time by $50 million increments as follows: Period Notional Amount (in millions) December 31, 2019 - December 30, 2020 $250 December 31, 2020 - December 30, 2021 $200 December 31, 2021- December 29, 2022 $150 December 30, 2022 - January 23, 2023 $100 |
Location and Fair Value of Interest Rate Swap | The following table summarizes the fair value of the Company’s derivative instrument, as well as the location of this instrument on the Consolidated Balance Sheets as of the dates presented (in millions): December 31, Derivatives designated as hedging instruments Balance Sheet Location 2019 2018 Derivative liabilities: Interest rate swap Other current liabilities $ 2.6 $ 0.3 Interest rate swap Other noncurrent liabilities 4.0 1.4 Total derivative liabilities $ 6.6 $ 1.7 |
INDEBTEDNESS (Tables)
INDEBTEDNESS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The following table summarizes the Company's long-term debt as of the dates presented: December 31, 2019 2018 Revolving credit facility $ 138.5 $ 134.5 U.S. term loan 228.1 240.6 Multi-currency term loans 83.7 90.2 Total long-term debt 450.3 465.3 Less: Current maturities of long-term debt 17.1 17.2 Less: Unamortized debt issuance costs 4.3 4.2 Long-term debt, net $ 428.9 $ 443.9 |
Schedule of Revolving Credit Facilities | The commitments and available borrowing capacity under the Revolver were as follows as of the dates presented: Commitments Outstanding Borrowings Letter of Credit Outstanding Borrowing Capacity December 31, 2019 $ 400.0 $ 138.5 $ 5.1 $ 256.4 December 31, 2018 $ 400.0 $ 134.5 $ 5.2 $ 260.3 |
Schedule of Aggregate Maturities of Long-term Debt | maturities of its debt are as follows (in millions): 2020 $ 17.1 2021 17.1 2022 17.1 2023 17.1 2024 381.9 Thereafter — Total $ 450.3 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Changes in the Warranty Reserve | Changes in the warranty reserve are as follows (in millions): 2019 2018 2017 Balance, beginning of the year $ 9.6 $ 9.2 $ 8.9 Provision for warranty claims 8.4 7.7 7.1 Warranty claims settled (7.8 ) (7.9 ) (6.7 ) Warranties acquired through business acquisition — 0.6 — Foreign currency translation adjustment (0.1 ) — (0.1 ) Balance, end of the year $ 10.1 $ 9.6 $ 9.2 |
(Tables)
(Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Activity | The following table summarizes activity during 2019 with respect to RSUs (shares in thousands): PBRSUs Weighted-Average Grant Date MBRSUs Weighted-Average Grant Date Outstanding at December 31, 2018 405 $ 20.92 270 $ 12.46 Granted 335 $ 20.40 114 $ 14.75 Vested (89 ) $ 18.93 — $ — Forfeited (57 ) $ 19.44 (97 ) $ 12.68 Outstanding at December 31, 2019 594 $ 21.07 287 $ 13.29 The following table summarizes activity during 2019 with respect to restricted shares (shares in thousands): Restricted Weighted-Average Grant Date Outstanding at December 31, 2018 725 $ 21.03 Granted 425 $ 20.46 Forfeited (20 ) $ 21.13 Vested (234 ) $ 19.07 Outstanding at December 31, 2019 896 $ 21.27 |
Schedule of Assumptions | The Company's assumptions used as inputs into the valuation process are based on the expected life, which matches the applicable vesting period. The following weighted-average assumptions were used as inputs into the valuation of the MBRSUs granted during the fiscal years indicated: 2019 2018 2017 Weighted-average grant date fair value $ 14.75 $ 13.87 $ 10.63 Assumptions used to compute fair value : Volatility 28.6 % 27.3 % 27.2 % Risk free interest rate 2.5 % 2.3 % 1.6 % Expected life 3 years 3 years 3 years Expected dividend yield 2.9 % 2.8 % 2.6 % |
Schedule of Stock Options Activity | with respect to stock options (shares in thousands): Shares under Weighted- Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2018 20 $ 22.59 Granted 90 20.44 Outstanding at December 31, 2019 110 $ 20.83 8.1 $ 0.1 Exercisable at December 31, 2019 20 $ 22.59 3.6 $ 0.1 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Changes in Common Stock Outstanding | The following table presents the change in the number of shares of common stock outstanding during the years ended December 2019 , 2018 , and 2017 (table in thousands and is exclusive of non-voting restricted shares): Shares outstanding as of December 31, 2016 48,102 Purchase of common stock (17 ) Shares issued under stock incentive plan, net of awards surrendered to pay applicable taxes 385 Exercise of stock options 22 Shares issued to Board of Directors in lieu of cash 6 Shares outstanding as of December 31, 2017 48,498 Shares issued under stock incentive plan, net of awards surrendered to pay applicable taxes 205 Shares issued to Board of Directors in lieu of cash 3 Shares outstanding as of December 31, 2018 48,706 Shares issued under stock incentive plan, net of awards surrendered to pay applicable taxes 171 Shares issued to Board of Directors in lieu of cash 2 Shares outstanding as of December 31, 2019 48,879 |
Schedule of Components of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in AOCL by component for the following twelve-month periods ended December 31 (in millions): Unrealized gains (losses) on Interest Rate Swaps Foreign Currency Translation Adjustment Foreign Currency Translation Adjustment on Long-term Intercompany Notes Pension and Other Post-Employment Liability Adjustment Total Balance as of December 31, 2016 $ — $ (14.0 ) $ — $ (29.4 ) $ (43.4 ) Other comprehensive income (loss) before reclassifications — 8.4 — (11.2 ) (2.8 ) Amounts reclassified from AOCL — — — 1.4 1.4 Net current period other comprehensive loss before income tax — 8.4 — (9.8 ) (1.4 ) Income tax benefit — — — 1.0 1.0 Other comprehensive income (loss) — 8.4 — (8.8 ) (0.4 ) Balance as of December 31, 2017 $ — $ (5.6 ) $ — $ (38.2 ) $ (43.8 ) Other comprehensive loss before reclassifications (1.6 ) (13.2 ) (8.1 ) (2.4 ) (25.3 ) Amounts reclassified from AOCL — — — 5.9 5.9 Net current period other comprehensive loss before income tax (1.6 ) (13.2 ) (8.1 ) 3.5 (19.4 ) Income tax benefit (expense) 0.4 — — (0.9 ) (0.5 ) Other comprehensive loss (income) (1.2 ) (13.2 ) (8.1 ) 2.6 (19.9 ) ASU 2018-02 — — — (4.7 ) (4.7 ) Balance as of December 31, 2018 $ (1.2 ) $ (18.8 ) $ (8.1 ) $ (40.3 ) $ (68.4 ) Other comprehensive (loss) income before reclassifications (6.0 ) 3.2 (4.9 ) (15.4 ) (23.1 ) Amounts reclassified from AOCL 1.1 — — 21.0 22.1 Net current period other comprehensive loss before income tax (4.9 ) 3.2 (4.9 ) 5.6 (1.0 ) Income tax benefit (expense) 1.3 — — (1.3 ) — Other comprehensive loss (income) (3.6 ) 3.2 (4.9 ) 4.3 (1.0 ) Balance as of December 31, 2019 $ (4.8 ) $ (15.6 ) $ (13.0 ) $ (36.0 ) $ (69.4 ) |
Schedule of Reclassifications Made From Accumulated Other Comprehensive Income (Loss) to the statement of Operations | The following pension and OPEB reclassifications were made from AOCL into earnings during the periods presented (in millions): Year Ended December 31, 2019 2018 2017 Amortization of pension and other post-employment liability adjustments Prior service credits (1) $ 0.7 $ 0.7 $ 1.5 Actuarial losses (1) (0.9 ) (0.9 ) (0.7 ) Loss recognized during settlement (20.8 ) (5.7 ) (2.2 ) Total before tax (21.0 ) (5.9 ) (1.4 ) Tax (benefit) (5.5 ) (1.5 ) (0.6 ) Net of tax $ (15.5 ) $ (4.4 ) $ (0.8 ) (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension costs. See Note 10 for additional information. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Basic to Dilutive Average Common Shares | The following table sets forth the reconciliation from basic to dilutive average common shares (in millions): Years ended December 31, 2019 2018 2017 Numerator: Net earnings attributable to Knoll, Inc. stockholders $ 67.5 $ 73.3 $ 80.2 Denominator: (shares in thousands) Denominator for basic earnings per shares - weighted-average shares 48,846 48,657 48,423 Effect of dilutive securities: Potentially dilutive shares resulting from stock plans 611 561 737 Denominator for diluted earnings per share - weighted-average shares 49,457 49,218 49,160 Antidilutive equity awards not included in weighted-average common shares - diluted — 20 — Net earnings per share: Basic $ 1.38 $ 1.51 $ 1.66 Diluted $ 1.36 $ 1.49 $ 1.63 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Tax Expense | before income taxes consisted of the following (in millions): 2019 2018 2017 U.S. operations $ 50.9 $ 67.3 $ 62.6 Foreign operations 40.0 30.9 16.0 Total $ 90.9 $ 98.2 $ 78.6 |
Schedule of Income (Benefit) Tax Expense | Income tax expense (benefit) is comprised of the following (in millions): 2019 2018 2017 Current: Federal $ 8.5 $ 4.3 $ 11.7 State 5.3 2.1 2.4 Foreign 10.9 13.7 3.9 Total current $ 24.7 $ 20.1 $ 18.0 Deferred: Federal (0.7 ) 6.3 (20.6 ) State (0.4 ) 0.9 2.5 Foreign (0.2 ) (2.4 ) (1.5 ) Total deferred (1.3 ) 4.8 (19.6 ) Income tax expense (benefit) $ 23.4 $ 24.9 $ (1.6 ) |
Schedule of Tax Effects of Temporary Differences that Give Rise to the Deferred Tax Assets and Liabilities | The following table sets forth the tax effects of temporary differences that give rise to the Company's deferred tax assets and liabilities (in millions): December 31, December 31, Deferred tax assets Accounts receivable, principally due to allowance for doubtful accounts $ 1.4 $ — Inventories 5.9 5.9 NOL carryforwards 5.0 6.9 Accrued pension 5.8 2.1 Stock-based compensation 4.8 3.7 Compensation-related accruals 1.2 0.7 Warranty 2.7 2.1 OPEB obligation 1.0 0.9 Accrued liabilities and other items 8.3 8.4 Gross deferred tax assets $ 36.1 $ 30.7 Valuation allowance (4.3 ) (4.8 ) Net deferred tax assets 31.8 25.9 Deferred tax liabilities: Intangibles (92.3 ) (85.6 ) Plant and equipment (24.5 ) (26.8 ) Gross deferred tax liabilities (116.8 ) (112.4 ) Net deferred tax liabilities $ (85.0 ) $ (86.5 ) |
Summary of Activity in Deferred Tax Asset Valuation Allowance | The following table summarizes the activity related to the Company's deferred tax asset valuation allowance and the changes therein during the periods presented (in millions): Balance at Releases (tax benefit recognized) (1) Other (2) Balance at Year ended December 31, 2017 $ 6.2 $ (2.6 ) $ 1.2 $ 4.8 Year ended December 31, 2018 4.8 — — 4.8 Year ended December 31, 2019 4.8 (0.2 ) (0.3 ) 4.3 (1) During 2017, the valuation allowance related to the NOL carryover from operations in the UK was fully released. During 2019, the valuation allowance related to the NOL carryover from operations in Germany was partially released. (2) Primarily foreign exchange impact |
Schedule of Reconciliation of Statutory Federal Income Tax Rate to the Effective Income Tax Rate | The following table sets forth a reconciliation of the statutory federal income tax rate to the effective income tax rate: 2019 2018 2017 Federal statutory tax rate 21.0 % 21.0 % 35.0 % Increase (decrease) in the tax rate resulting from: State taxes, net of federal effect 4.2 % 2.4 % 5.2 % Foreign operations, net (1) 2.5 % 0.7 % (0.9 )% Research and development tax credits (1.1 )% (1.1 )% (1.3 )% Tax Act (2) — % (3.2 )% (33.9 )% Return to provision adjustments (3.7 )% 1.1 % (0.5 )% Change in valuation allowance against deferred tax assets (0.3 )% — % (3.3 )% Other 3.2 % 4.5 % (2.3 )% Effective tax rate 25.8 % 25.4 % (2.0 )% (1) Includes the tax effects of income tax rate differentials, deductions and credits applicable to the operations of the Company's foreign subsidiaries. Certain provisions of the Tax Act were newly effective for the Company in 2019, including provisions related to inclusions of foreign-sourced earnings in excess of an allowable return on foreign subsidiaries' tangible assets. These provisions are designed to tax global intangible low-taxed income ("GILTI"). The Company has elected to account for any GILTI tax in the period in which it is incurred. (2) Primarily attributable to the impact of the remeasurement of domestic net deferred tax liabilities (at the lower statutory rate of 21.0% ) and the one-time transition tax on unremitted foreign earnings (See Note 2). |
Summarizes the Activity Related to the Entity's Unrecognized Tax Benefits | The following table presents a reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the periods presented (in millions): 2019 2018 2017 Balance, beginning of the year $ 0.9 $ 0.9 $ 0.9 Additions for tax position related to the current year — 0.1 0.1 Lapse of statute of limitations (0.1 ) (0.1 ) (0.1 ) Balance, end of the year $ 0.8 $ 0.9 $ 0.9 |
OTHER INCOME, NET (Tables)
OTHER INCOME, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Components of Other Expense (income), Net | The components of other income, net are as follows (in millions): Years Ended December 31, 2019 2018 2017 Foreign exchange losses (gains) $ 1.5 $ (2.0 ) $ 1.8 Net periodic pension and OPEB benefit cost (credit) (6.4 ) (7.1 ) (9.6 ) Other, net 1.1 (0.5 ) 0.1 Other income, net $ (3.8 ) $ (9.6 ) $ (7.7 ) |
QUARTERLY RESULTS (UNAUDITED) (
QUARTERLY RESULTS (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Unaudited Consolidated Statements of Operations and Comprehensive Income Data | The following tables contain selected unaudited Consolidated Statements of Operations and Comprehensive Income data for each quarter for the years ended December 31, 2019 and 2018 . The operating results for any quarter are not necessarily indicative of results for any future period. The quarterly results are as follows (in millions): First Second Third Fourth Fiscal 2019 Sales $ 332.8 $ 367.3 $ 356.5 $ 371.5 $ 1,428.1 Gross profit 123.8 140.7 140.4 144.1 549.0 Net earnings 18.0 21.7 17.5 10.3 67.5 (1) (2) (3) Earnings per share—Basic $ 0.37 $ 0.44 $ 0.36 $ 0.21 $ 1.38 (1) (2) (3) Earnings per share—Diluted $ 0.37 $ 0.44 $ 0.35 $ 0.21 $ 1.36 (1) (2) (3) 2018 Sales $ 296.6 $ 323.4 $ 327.7 $ 354.6 $ 1,302.3 Gross profit 107.7 119.3 122.8 131.7 481.5 Net earnings 15.3 13.1 20.3 24.6 73.3 (4) (5) (6) (7) Earnings per share—Basic $ 0.31 $ 0.27 $ 0.42 $ 0.50 $ 1.51 (4) (5) (6) (7) Earnings per share—Diluted $ 0.31 $ 0.27 $ 0.41 $ 0.50 $ 1.49 (4) (5) (6) (7) (1) During the first, second, third and fourth quarters of 2019, the Company recorded pension settlement charges of $0.2 million , $0.5 million , $9.8 million and $10.5 million , respectively. (2) During the first, third and fourth quarters of 2019, the Company recorded restructuring charges of $0.1 million , $0.1 million and $0.6 million , respectively within the Office segment related to an organizational realignment that will result in greater operating efficiency and control. (3) During the fourth quarter of 2019, the Company recorded an intangible asset impairment charge of $6.5 million . (4) During the second, third and fourth quarters of 2018, the Company recorded pension settlement charges of $4.6 million , $0.6 million and $0.5 million , respectively. (5) During the first, second, third and fourth quarters of 2018, the Company recorded restructuring charges of $0.5 million , $0.8 million , $1.2 million and $0.1 million , respectively within the Office segment related to an organizational realignment that will result in greater operating efficiency and control. (6) During the first, second, third and fourth quarters of 2018, the Company recorded acquisition costs of $1.0 million , $0.5 million , $0.2 million and $0.2 million , respectively related to the acquisition of Muuto. (7) The fourth quarter of 2018 includes the recognition of a tax benefit of $1.7 million |
SEGMENT AND GEOGRAPHIC REGION_2
SEGMENT AND GEOGRAPHIC REGION INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The tables below present the Company’s segment information (in millions): 2019 2018 2017 SALES Office $ 873.8 $ 797.1 $ 733.3 Lifestyle 554.3 505.2 399.6 Corporate — — — Knoll, Inc. $ 1,428.1 $ 1,302.3 $ 1,132.9 INTERSEGMENT SALES (1) Office $ 2.1 $ 1.6 $ 1.3 Lifestyle 9.9 10.8 10.9 Corporate — — — Knoll, Inc. $ 12.0 $ 12.4 $ 12.2 DEPRECIATION AND AMORTIZATION (2) Office $ 23.9 $ 20.7 $ 18.7 Lifestyle 14.1 12.9 6.3 Corporate 0.5 0.6 0.9 Knoll, Inc. $ 38.5 $ 34.2 $ 25.9 OPERATING PROFIT Office (3) $ 64.2 $ 49.5 $ 26.1 Lifestyle (4) 90.2 90.0 78.5 Corporate (4) (24.6 ) (24.3 ) (24.1 ) Knoll, Inc. (5) $ 129.8 $ 115.2 $ 80.5 CAPITAL EXPENDITURES (6) Office $ 36.1 $ 32.7 $ 33.3 Lifestyle 14.7 8.3 5.9 Corporate 1.1 0.9 0.5 Knoll, Inc. $ 51.9 $ 41.9 $ 39.7 (1) Intersegment sales are presented on a cost-plus basis which takes into consideration the effect of transfer prices between legal entities. (2) Excludes amortization of deferred financing fees. (3) Within the Office segment, Knoll recorded a $16.3 million write-off of property, plant, and equipment during 2017; a $21.0 million , $5.7 million and $2.2 million pension settlement charge during 2019, 2018 and 2017, respectively; and a $0.8 million , $2.6 million and $2.2 million restructuring charge during 2019, 2018 and 2017, respectively. (4) Knoll recorded acquisition costs of $0.6 million and $1.3 million related to the acquisition of Muuto within the Lifestyle segment and Corporate, respectively, during 2018. (5) The Company does not allocate interest expense or other (income) expense, net to the reportable segments. |
Schedule of Information About the Geographical Areas in Which the Company Operates | The table below contains information about the geographical areas in which the Company operates. Sales are attributed to the geographic areas based on the origin of sale, and property, plant, and equipment, net is based on the geographic area in which the asset resides (in millions): United Canada Europe Other Consolidated 2019 Sales $ 1,183.6 $ 37.2 $ 206.9 $ 0.4 $ 1,428.1 Property, plant, and equipment, net 191.3 28.9 18.8 — 239.0 2018 Sales $ 1,066.8 $ 37.3 $ 197.4 $ 0.8 $ 1,302.3 Property, plant, and equipment, net 172.7 26.9 15.4 — 215.0 2017 Sales $ 977.7 $ 52.9 $ 100.2 $ 2.1 $ 1,132.9 Property, plant, and equipment, net 157.8 29.3 13.5 — 200.6 |
DESCRIPTION OF THE BUSINESS A_2
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Previous reporting period lag | 1 year | |
Elimination of reporting lag | $ (0.6) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Summary of Accounts Receivable Allowance for Doubtful Accounts (Details) - Allowance for Doubtful Accounts - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 3.7 | $ 4 | $ 8 |
Additions Charged to Expenses (Income) | (2.2) | ||
Additions Charged to Expenses (Income) | 0.9 | 0.1 | |
Charge-Offs | (0.7) | (0.4) | (1.8) |
Other | 0.1 | 0 | 0 |
Balance at End of Year | $ 4 | $ 3.7 | $ 4 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019USD ($)segmentplan | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) | |
Cash and Cash Equivalents | ||||
Maximum term of original maturity to classify instruments as cash and cash equivalents | 3 months | |||
Research and Development Costs | ||||
Research and development expenses | $ 16.4 | $ 20.1 | $ 19.2 | |
Segment Information | ||||
Number of reportable segments | segment | 2 | |||
Number of operating Segments | segment | 3 | |||
New Accounting Pronouncements | ||||
Operating lease, liability | $ 107.7 | |||
Right-of-use lease assets | $ 94.4 | |||
Accounting Standards Update 2016-02 | ||||
New Accounting Pronouncements | ||||
Operating lease, liability | $ 119.3 | |||
Right-of-use lease assets | $ 101.7 | |||
Pension Benefits | ||||
Pension and Other Post-Employment Benefits | ||||
Number of plans | plan | 2 | |||
Number of plans terminated during the period | plan | 1 | |||
Other Benefits | ||||
Pension and Other Post-Employment Benefits | ||||
Number of plans | plan | 4 | |||
Buildings | Minimum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 35 years | |||
Buildings | Maximum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 60 years | |||
Building improvements | Minimum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 5 years | |||
Building improvements | Maximum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 25 years | |||
Office equipment | Minimum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 3 years | |||
Office equipment | Maximum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 10 years | |||
Software | Minimum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 3 years | |||
Software | Maximum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 10 years | |||
Machinery and equipment | Minimum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 4 years | |||
Machinery and equipment | Maximum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 12 years |
REVENUE - Net Sales by Product
REVENUE - Net Sales by Product Category (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from External Customer [Line Items] | |||||||||||
Net sales | $ 371.5 | $ 356.5 | $ 367.3 | $ 332.8 | $ 354.6 | $ 327.7 | $ 323.4 | $ 296.6 | $ 1,428.1 | $ 1,302.3 | $ 1,132.9 |
Office Segment | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 873.8 | 797.1 | 733.3 | ||||||||
Office Segment | Office Systems | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 449.4 | 439.2 | 422.7 | ||||||||
Office Segment | Seating | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 131.2 | 131 | 118.4 | ||||||||
Office Segment | Files and Storage | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 104.9 | 92 | 90.4 | ||||||||
Office Segment | Ancillary | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 134.4 | 91.9 | 59.5 | ||||||||
Office Segment | Other | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 53.9 | 43 | 42.3 | ||||||||
Lifestyle Segment | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 554.3 | 505.2 | 399.6 | ||||||||
Lifestyle Segment | Studio | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 439.9 | 395.2 | 290.6 | ||||||||
Lifestyle Segment | Coverings | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | $ 114.4 | $ 110 | $ 109 |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue From Contract With Customer [Line Items] | ||
Contract liability | $ 32.5 | $ 37.7 |
Revenue recognized that was included in contract liability | 31.1 | $ 30.5 |
Fully | ||
Revenue From Contract With Customer [Line Items] | ||
Contract liability | $ 0.5 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Millions | Aug. 20, 2019 | Jan. 25, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||
Purchase price for acquisition | $ 30.9 | $ 308 | $ 0 | ||
Fully | |||||
Business Acquisition [Line Items] | |||||
Purchase price for acquisition | $ 30.9 | ||||
Cash acquired from acquisition | 4.1 | ||||
Earnout liability | $ 2 | ||||
Muuto Acquisition | |||||
Business Acquisition [Line Items] | |||||
Purchase price for acquisition | $ 307.7 | ||||
Cash acquired from acquisition | $ 7.6 | ||||
Percentage of voting interests acquired | 100.00% | ||||
Selling, general, and administrative expenses | Muuto Acquisition | |||||
Business Acquisition [Line Items] | |||||
Acquisition costs | $ 5.1 | ||||
Minimum | Fully | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration payment period | 2 years | ||||
Maximum | Fully | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration payment period | 4 years |
ACQUISITIONS - Summary of Estim
ACQUISITIONS - Summary of Estimated Fair Value of Identifiable Intangible Assets and Their Useful Lives (Details) - USD ($) $ in Millions | Aug. 20, 2019 | Jan. 25, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-lived intangible assets: | |||||
Goodwill | $ 332.1 | $ 320.8 | $ 142.1 | ||
Fully | |||||
Finite-lived intangible assets: | |||||
Goodwill | $ 14.9 | ||||
Fully | Trade Names | |||||
Finite-lived intangible assets: | |||||
Finite-lived intangible assets | $ 10 | ||||
Estimated Useful Life (in years) | 10 years | ||||
Fully | Customer relationships | |||||
Finite-lived intangible assets: | |||||
Finite-lived intangible assets | $ 1 | ||||
Estimated Useful Life (in years) | 5 years | ||||
Fully | Non-competition agreements | |||||
Finite-lived intangible assets: | |||||
Finite-lived intangible assets | $ 0.5 | ||||
Estimated Useful Life (in years) | 4 years | ||||
Muuto Acquisition | |||||
Finite-lived intangible assets: | |||||
Finite-lived intangible assets | $ 135.6 | ||||
Goodwill | 194.3 | ||||
Muuto Acquisition | Trade Names | |||||
Indefinite-lived intangible assets: | |||||
Indefinite-lived intangible assets | 66 | ||||
Muuto Acquisition | Non-competition agreements | |||||
Finite-lived intangible assets: | |||||
Finite-lived intangible assets | $ 1.3 | ||||
Estimated Useful Life (in years) | 3 years | ||||
Muuto Acquisition | Wholesale customer relationships | |||||
Finite-lived intangible assets: | |||||
Finite-lived intangible assets | $ 35.8 | ||||
Estimated Useful Life (in years) | 15 years | ||||
Muuto Acquisition | Contract customer relationships | |||||
Finite-lived intangible assets: | |||||
Finite-lived intangible assets | $ 25 | ||||
Estimated Useful Life (in years) | 9 years | ||||
Muuto Acquisition | Copyrights & designs | |||||
Finite-lived intangible assets: | |||||
Finite-lived intangible assets | $ 7.5 | ||||
Estimated Useful Life (in years) | 7 years |
ACQUISITIONS - Schedule of Asse
ACQUISITIONS - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Jan. 25, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 332.1 | $ 320.8 | $ 142.1 | |
Muuto Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 7.6 | |||
Customer receivables | 8.6 | |||
Inventory | 11.1 | |||
Other current assets | 0.4 | |||
Property, plant, and equipment, net | 1.3 | |||
Intangible assets | 135.6 | |||
Other non-current assets | 0.3 | |||
Total assets acquired | 164.9 | |||
Accounts payable | 3.4 | |||
Other current liabilities | 10.6 | |||
Deferred income taxes | 29.9 | |||
Total liabilities assumed | 43.9 | |||
Net assets acquired | 121 | |||
Purchase price | 315.3 | |||
Goodwill | $ 194.3 |
ACQUISITIONS - Pro Forma (Detai
ACQUISITIONS - Pro Forma (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | |||
Loss on extinguishment of debt | $ 0.4 | $ 1.4 | $ 0 |
Acquisition related inventory valuation | 879.1 | 820.8 | 718.3 |
Interest expense | 21.7 | 20.9 | 7.4 |
Amortization of intangibles | 8.9 | 8.9 | 3.3 |
Income tax impact | $ 23.4 | 24.9 | (1.6) |
Muuto Acquisition | |||
Business Acquisition [Line Items] | |||
Pro forma sales | 1,306.4 | 1,203.2 | |
Pro forma net earnings attributable to Knoll, Inc. stockholders | 79 | 77.9 | |
Interest expense | 0.1 | 1.7 | |
Amortization of intangibles | 0.8 | 6.6 | |
Income tax impact | 1.3 | 4.6 | |
Muuto Acquisition | Acquisition-related Costs | |||
Business Acquisition [Line Items] | |||
Compensation for post combination services | 3.2 | 3.5 | |
Loss on extinguishment of debt | 1.4 | 1.2 | |
Acquisition costs | 1.9 | ||
Muuto Acquisition | Fair Value Adjustment to Inventory | |||
Business Acquisition [Line Items] | |||
Acquisition related inventory valuation | $ 0.9 | $ 0.9 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 58.7 | $ 65.2 |
Work-in-process | 8.1 | 8.3 |
Finished goods | 129.1 | 97 |
Inventories, net | $ 195.9 | $ 170.5 |
PROPERTY, PLANT, AND EQUIPMEN_3
PROPERTY, PLANT, AND EQUIPMENT, NET (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | $ 520.6 | $ 520.6 | $ 493.3 | |
Accumulated depreciation | (281.6) | (281.6) | (278.3) | |
Property, plant, and equipment, net | 239 | 239 | 215 | $ 200.6 |
Interest costs capitalized | 0.5 | 0.8 | 0.8 | |
Write-off of property, plant, and equipment | 6.5 | 0 | 0 | $ 16.3 |
Land | ||||
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | 16 | 16 | 12 | |
Leasehold improvements | ||||
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | 62.9 | 62.9 | 59.6 | |
Buildings | ||||
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | 71.9 | 71.9 | 68.9 | |
Office equipment | ||||
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | 27.2 | 27.2 | 19.5 | |
Software | ||||
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | 71.2 | 71.2 | 43.4 | |
Machinery and equipment | ||||
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | 236.4 | 236.4 | 237.2 | |
Construction-in-progress | ||||
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | $ 35 | $ 35 | $ 52.7 |
- Goodwill Rollforward (Details
- Goodwill Rollforward (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Changes in the carrying amount of goodwill | ||
Balance as of beginning of period | $ 320.8 | $ 142.1 |
Foreign currency translation adjustment | (3.6) | (15.9) |
Goodwill acquired | 14.9 | 194.6 |
Balance as of end of period | 332.1 | 320.8 |
Office Segment | ||
Changes in the carrying amount of goodwill | ||
Balance as of beginning of period | 39.1 | 39.7 |
Foreign currency translation adjustment | 0.3 | (0.6) |
Goodwill acquired | 14.9 | 0 |
Balance as of end of period | 54.3 | 39.1 |
Lifestyle Segment | ||
Changes in the carrying amount of goodwill | ||
Balance as of beginning of period | 281.7 | 102.4 |
Foreign currency translation adjustment | (3.9) | (15.3) |
Goodwill acquired | 0 | 194.6 |
Balance as of end of period | $ 277.8 | $ 281.7 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment | $ 0 | |||
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible asset impairment charge | $ 6,500,000 | 0 | $ 0 | |
Amortization of intangibles | $ 8,900,000 | $ 8,900,000 | $ 3,300,000 | |
Tradenames | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible asset impairment charge | $ 6,500,000 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Summary of Finite and Indefinite Lived Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-lived intangible assets: | ||
Accumulated Amortization | $ (39.2) | $ (30.5) |
Intangible assets, gross | 387.4 | 384.4 |
Intangible assets, net | 348.2 | 353.9 |
Customer relationships | ||
Finite-lived intangible assets: | ||
Finite lived intangible assets, gross | 78.9 | 78.4 |
Accumulated Amortization | (25) | (18.4) |
Net Amount | 53.9 | 60 |
Various | ||
Finite-lived intangible assets: | ||
Finite lived intangible assets, gross | 30.9 | 20.5 |
Accumulated Amortization | (14.2) | (12.1) |
Net Amount | 16.7 | 8.4 |
Tradenames | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | $ 277.6 | $ 285.5 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Future Amortization of Intangible Assets (Details) $ in Millions | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 9.6 |
2021 | 9.1 |
2022 | 8.8 |
2023 | 8.7 |
2024 | $ 7.1 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Accrued employee compensation | $ 37.4 | $ 40.6 |
Customer deposits | 32.5 | 37.7 |
Warranty | 10.1 | 9.6 |
Other | 40.3 | 41 |
Other current liabilities | $ 120.3 | $ 128.9 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Lessee, Lease, Description [Line Items] | |||
Lease termination period | 1 year | ||
Leases rent expense | $ 32.1 | $ 28.9 | |
Lease not yet commenced, right-of-use asset | $ 43.6 | ||
Lease not yet commenced, liability | $ 43.6 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease terms | 1 year | ||
Lease renewal term | 1 year | ||
Lease not yet commenced, term of contract | 7 years | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease terms | 16 years | ||
Lease renewal term | 6 years | ||
Lease not yet commenced, term of contract | 12 years |
- Components of Lease Cost (Det
- Components of Lease Cost (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease cost: | |
Operating lease cost | $ 28.6 |
Short-term lease cost | 3.3 |
Sublease income | (0.2) |
Total lease cost | $ 31.7 |
LEASES - Schedule of Other Leas
LEASES - Schedule of Other Lease Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Weighted-average remaining lease term (in years) | |
Weighted-average remaining lease term (in years) | 5 years 10 months 24 days |
Weighted-average discount rate | 4.90% |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 29 |
Right-of-use assets obtained in exchange for lease liabilities, Operating leases | $ 15.8 |
LEASES - Schedule of Future Min
LEASES - Schedule of Future Minimum Lease Payments (Details) $ in Millions | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 26 |
2021 | 23.2 |
2022 | 20.3 |
2023 | 17.4 |
2024 | 14.4 |
Subsequent years | 27.8 |
Total minimum lease payments | 129.1 |
Less: imputed interest | (21.4) |
Total lease liability | $ 107.7 |
LEASES - Schedule of Future M_2
LEASES - Schedule of Future Minimum Rental Payments Prior to Adoption of ASC 842 (Details) $ in Millions | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 26.4 |
2020 | 23.8 |
2021 | 19.1 |
2022 | 17.2 |
2023 | 15.1 |
Thereafter | 38.8 |
Total | $ 140.4 |
PENSION AND OTHER POST-EMPLOY_3
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)plan | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Increase (decrease) in basis point drop in discount rate | (110.00%) | 70.00% | |
Employer matching contribution, percent of match (up to) | 3.00% | ||
United States | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Pension expense | $ 4,300,000 | $ 3,900,000 | $ 5,500,000 |
Foreign Plan | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Pension expense | $ 1,800,000 | 1,700,000 | $ 1,000,000 |
Pension Benefits | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Number of plans | plan | 2 | ||
Transfer to U.S. retirement savings plan | $ 2,000,000 | 0 | |
Estimated future employer contributions | $ 0 | ||
Pension Benefits | Return seeking (growth assets) funds | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Target plan asset allocations (percent) | 54.00% | ||
Pension Benefits | Fixed income funds | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Target plan asset allocations (percent) | 46.00% | ||
Pension Benefits | Nonunion Pension Plan | United States | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Number of plans | plan | 1 | ||
Other Benefits | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Number of plans | plan | 4 | ||
Transfer to U.S. retirement savings plan | $ 0 | $ 0 | |
Estimated future employer contributions | $ 200,000 | ||
Other Benefits | Nonunion Pension Plan | United States | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Number of plans | plan | 1 |
PENSION AND OTHER POST-EMPLOY_4
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Reconciliation of Benefit Obligation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Pension Benefits | |||
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of the period | $ 243.6 | $ 295.6 | |
Expected administrative expenses | 1.7 | 0.9 | $ 0.7 |
Interest cost | 9 | 10.2 | 9.4 |
Participant contributions | 0 | 0 | |
Actuarial loss (gain) | 40.5 | (26.4) | |
Benefits paid | (6.6) | (7.1) | |
Benefits paid related to settlement | 79.6 | 29.5 | |
(Gain) loss related to settlement | (2.9) | (0.9) | |
Administrative expenses paid | (2) | (1) | |
Projected benefit obligation at end of the period | 203.7 | 243.6 | 295.6 |
Accumulated benefit obligation at end of the period | 203.7 | 243.6 | |
Change in fair value of plan assets: | |||
Fair value of plan assets at beginning of the period | 233.9 | 273.9 | |
Actual return on plan assets | 38 | (10.3) | |
Employer contributions | 0 | 7.9 | |
Transfer to U.S. retirement savings plan | (2) | 0 | |
Participant contributions | 0 | 0 | |
Actual expenses paid | (2) | 1 | |
Benefits paid | (6.6) | (7.1) | |
Benefits paid related to settlement | (79.6) | (29.5) | |
Fair value of plan assets at the end of period | 181.7 | 233.9 | 273.9 |
Funded status (underfunded) | (22) | (9.7) | |
Other Benefits | |||
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of the period | 3.6 | 3.8 | |
Expected administrative expenses | 0 | 0 | 0 |
Interest cost | 0.1 | 0.1 | 0.2 |
Participant contributions | 0.1 | 0.2 | |
Actuarial loss (gain) | 0.3 | 0 | |
Benefits paid | (0.2) | (0.5) | |
Benefits paid related to settlement | 0 | 0 | |
(Gain) loss related to settlement | 0 | 0 | |
Administrative expenses paid | 0 | 0 | |
Projected benefit obligation at end of the period | 3.9 | 3.6 | 3.8 |
Accumulated benefit obligation at end of the period | 0 | 0 | |
Change in fair value of plan assets: | |||
Fair value of plan assets at beginning of the period | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Employer contributions | 0.1 | 0.3 | |
Transfer to U.S. retirement savings plan | 0 | 0 | |
Participant contributions | 0.1 | 0.2 | |
Actual expenses paid | 0 | 0 | |
Benefits paid | (0.2) | (0.5) | |
Benefits paid related to settlement | 0 | 0 | |
Fair value of plan assets at the end of period | 0 | 0 | $ 0 |
Funded status (underfunded) | $ (3.9) | $ (3.6) |
PENSION AND OTHER POST-EMPLOY_5
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Assumptions Used in Computing Benefit Obligation and Benefit Cost (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Pension Benefits | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 3.34% | ||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Expected return on plan assets | 7.10% | 7.10% | |
Pension Benefits | Minimum | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 4.37% | ||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 4.37% | 3.70% | 3.80% |
Expected return on plan assets | 4.60% | ||
Pension Benefits | Maximum | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 4.46% | ||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 4.46% | 3.77% | 4.25% |
Expected return on plan assets | 7.10% | ||
Other Benefits | Minimum | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 2.02% | 3.30% | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 3.30% | 2.48% | 2.35% |
Other Benefits | Maximum | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 3.15% | 4.32% | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 4.32% | 3.66% | 4.20% |
PENSION AND OTHER POST-EMPLOY_6
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Fair Value of Pension Plan Investments (Details) - Pension Benefits - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | $ 181.7 | $ 233.9 | $ 273.9 |
Level 1 | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 4.6 | 7.5 | |
Level 1 | Short-term investments | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 4.6 | 7.5 | |
Level 1 | U.S. government securities | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 0 | 0 | |
Level 1 | Corporate bonds | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 0 | 0 | |
Level 1 | Certificates of deposit | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 0 | ||
Level 1 | Asset-backed securities | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 0 | ||
Level 2 | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 77.7 | 114.1 | |
Level 2 | Short-term investments | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 0 | 0 | |
Level 2 | U.S. government securities | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 19.8 | 37.2 | |
Level 2 | Corporate bonds | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 57.9 | 71.6 | |
Level 2 | Certificates of deposit | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 1.5 | ||
Level 2 | Asset-backed securities | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 3.8 | ||
Level 3 | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 0 | 0 | |
Level 3 | Short-term investments | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 0 | 0 | |
Level 3 | U.S. government securities | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 0 | 0 | |
Level 3 | Corporate bonds | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 0 | 0 | |
Level 3 | Certificates of deposit | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 0 | ||
Level 3 | Asset-backed securities | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 0 | ||
Fair Value, Inputs, Level 1, 2 and 3 | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 82.3 | 121.6 | |
Fair Value, Inputs, Level 1, 2 and 3 | Short-term investments | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 4.6 | 7.5 | |
Fair Value, Inputs, Level 1, 2 and 3 | U.S. government securities | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 19.8 | 37.2 | |
Fair Value, Inputs, Level 1, 2 and 3 | Corporate bonds | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 57.9 | 71.6 | |
Fair Value, Inputs, Level 1, 2 and 3 | Certificates of deposit | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 1.5 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Asset-backed securities | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | 3.8 | ||
Investments measured at net asset value | |||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | |||
Fair value of pension plan investments | $ 99.4 | $ 112.3 |
PENSION AND OTHER POST-EMPLOY_7
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Balance Sheet and Accumulated Other Comprehensinve Income (Loss) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Pension Benefits | ||
Amounts recognized in the consolidated balance sheets consist of: | ||
Other noncurrent assets | $ 0 | $ 4.2 |
Other current liabilities | 0 | 0 |
Pension Liability | (22) | (13.9) |
Other noncurrent liabilities | 0 | 0 |
Net amount recognized | (22) | (9.7) |
Amounts recognized in accumulated other comprehensive income (loss) before taxes: | ||
Net actuarial loss | 49.2 | 55.9 |
Prior service (credit) | 0 | 0 |
Net amount recognized | 49.2 | 55.9 |
Other Benefits | ||
Amounts recognized in the consolidated balance sheets consist of: | ||
Other noncurrent assets | 0 | 0 |
Other current liabilities | (0.3) | (0.3) |
Pension Liability | 0 | 0 |
Other noncurrent liabilities | 3.6 | 3.3 |
Net amount recognized | (3.9) | (3.6) |
Amounts recognized in accumulated other comprehensive income (loss) before taxes: | ||
Net actuarial loss | 1.1 | 1.1 |
Prior service (credit) | (1.5) | (2.6) |
Net amount recognized | $ (0.4) | $ (1.5) |
PENSION AND OTHER POST-EMPLOY_8
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Schedule of Other Changes to Benefit Obligation (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Pension Benefits | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Net actuarial loss | $ 15.1 | $ 2.4 |
Amortization of: | ||
Prior service credit | 0 | 0 |
Actuarial (loss) gain | (0.8) | (1) |
(Loss) gain recognized related to settlement | (21) | (5.7) |
Total recognized in OCI | (6.7) | (4.3) |
Other Benefits | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Net actuarial loss | 0.3 | 0 |
Amortization of: | ||
Prior service credit | 0.7 | 0.7 |
Actuarial (loss) gain | (0.1) | 0.1 |
(Loss) gain recognized related to settlement | 0.2 | 0 |
Total recognized in OCI | $ 1.1 | $ 0.8 |
PENSION AND OTHER POST-EMPLOY_9
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Components of Net Periodic Benefit Cost (Income) Pension and OBEB Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Components of the net periodic benefit cost | ||||||||||
Settlement related expense | $ (10.5) | $ (9.8) | $ (0.5) | $ (0.2) | $ 0.5 | $ 0.6 | $ 4.6 | $ 21 | $ 5.7 | $ 2.2 |
Net periodic benefit cost | (6.4) | (7.1) | (9.6) | |||||||
Pension Benefits | ||||||||||
Components of the net periodic benefit cost | ||||||||||
Expected administrative expenses | 1.7 | 0.9 | 0.7 | |||||||
Interest cost | 9 | 10.2 | 9.4 | |||||||
Expected return on plan assets | (15.5) | (17.6) | (18.4) | |||||||
Amortization of prior service cost | 0 | 0 | 0 | |||||||
Recognized actuarial loss | 0.8 | 1 | 0.7 | |||||||
Settlement related expense | 21 | 5.7 | 2.2 | |||||||
Net periodic benefit cost | 17 | 0.2 | (5.4) | |||||||
Other Benefits | ||||||||||
Components of the net periodic benefit cost | ||||||||||
Expected administrative expenses | 0 | 0 | 0 | |||||||
Interest cost | 0.1 | 0.1 | 0.2 | |||||||
Expected return on plan assets | 0 | 0 | 0 | |||||||
Amortization of prior service cost | (0.7) | (0.7) | (1.5) | |||||||
Recognized actuarial loss | 0.1 | (0.1) | 0 | |||||||
Settlement related expense | (0.2) | 0 | 0 | |||||||
Net periodic benefit cost | (0.7) | $ (0.7) | $ (1.3) | |||||||
Union Pension Plan | Pension Benefits | ||||||||||
Components of the net periodic benefit cost | ||||||||||
Settlement related expense | 14.5 | |||||||||
Nonunion Pension Plan | Pension Benefits | ||||||||||
Components of the net periodic benefit cost | ||||||||||
Settlement related expense | $ 6.6 |
PENSION AND OTHER POST-EMPLO_10
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Healthcare Rate Trends (Details) | Dec. 31, 2019 |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | |
Benefit obligation, healthcare cost trend rate Assumed, Next Fiscal Year | 6.30% |
Benefit obligation, healthcare cost trend rate | 4.50% |
Net periodic benefit cost, health care cost trend rate assumed, next fiscal year | 6.50% |
Net periodic benefit cost, healthcare cost trend rate | 4.50% |
Prescription drug cost trend rate assumed, next fiscal year | 8.40% |
Benefit obligation, prescription drug cost ultimate trend rate | 4.50% |
Net periodic benefit cost, prescription drug cost trend rate assumed, next fiscal year | 9.00% |
Net periodic benefit cost, prescription drug cost ultimate trend rate | 4.50% |
PENSION AND OTHER POST-EMPLO_11
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Weighted-Average Asset Allocations (Details) - Pension Benefits | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Plan asset allocation | 100.00% | 100.00% |
Fixed income funds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Plan asset allocation | 46.00% | 52.00% |
Return seeking (growth assets) funds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Plan asset allocation | 54.00% | 48.00% |
PENSION AND OTHER POST-EMPLO_12
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Estimated Future Benefit Payments (Details) $ in Millions | Dec. 31, 2019USD ($) |
Pension Benefits | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2020 | $ 13 |
2021 | 13.3 |
2022 | 13.4 |
2023 | 13 |
2024 | 12.9 |
2025 - 2029 | 59.7 |
Other Benefits | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2020 | 0.2 |
2021 | 0.3 |
2022 | 0.3 |
2023 | 0.3 |
2024 | 0.3 |
2025 - 2029 | $ 1.3 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Aug. 20, 2019 | Dec. 31, 2018 | Dec. 01, 2016 |
Interest Rate Swap | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate swap | $ 6.6 | $ 1.7 | ||
Interest Rate Swap | Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate swap | 0 | 0 | ||
Interest Rate Swap | Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate swap | 6.6 | 1.7 | ||
Interest Rate Swap | Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate swap | 0 | 0 | ||
Fully | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earnout liability | $ 2 | |||
Fully | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earnout liability | 2 | |||
Fully | Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earnout liability | 0 | 0 | ||
Fully | Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earnout liability | 0 | 0 | ||
Fully | Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earnout liability | 2 | 0 | ||
DatesWeiser | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earnout liability | $ 1.1 | |||
DatesWeiser | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earnout liability | 0 | 0.8 | ||
DatesWeiser | Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earnout liability | 0 | 0 | ||
DatesWeiser | Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earnout liability | 0 | 0 | ||
DatesWeiser | Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earnout liability | $ 0 | $ 0.8 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Aug. 20, 2019USD ($) | Dec. 01, 2016USD ($) | |
Fully | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 2 | |||
Fully | Discount Rate | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discount rate used in fair value estimation | 0.037 | |||
Fully | Achievement Of Annual Targets Related To Net Sales And EBITDA For Each Year 2020 through 2023 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration, maximum amount | $ 5 | |||
Fully | Achievement Of Cumulative EBITDA Target For Years 2020 through 2021 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration, maximum amount | 10 | |||
DatesWeiser | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration, maximum amount | 4 | |||
Contingent consideration | $ 1.1 | |||
Reduction to fair value of contingent consideration liability | $ 0.8 | $ 0.4 | ||
DatesWeiser | Discount Rate | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discount rate used in fair value estimation | 0.10 | |||
Fair Value, Measurements, Recurring | Fully | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 2 | |||
Fair Value, Measurements, Recurring | Fully | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 2 | 0 | ||
Fair Value, Measurements, Recurring | DatesWeiser | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 0 | 0.8 | ||
Fair Value, Measurements, Recurring | DatesWeiser | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 0 | $ 0.8 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment/Loss | $ 6,500,000 | $ 0 | $ 0 | |
Tradenames | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment/Loss | $ 6,500,000 | |||
Fair Value, Nonrecurring | Tradenames | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment/Loss | 6,500,000 | |||
Level 3 | Fair Value, Nonrecurring | Tradenames | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets | $ 0 | $ 0 | $ 6,500,000 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | ||
Loss on derivatives reclassified into income | $ 1,100,000 | |
Expected to reclassify in the next twelve months from other comprehensive income into earning | 2,600,000 | |
Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Derivative liabilities | $ 6,600,000 | $ 1,700,000 |
Interest Rate Swap | ||
Derivative [Line Items] | ||
Contract fixed interest rate | 2.63% | |
Aggregate notional amount | $ 250,000,000 | |
Decrease in notional amount over time | 50,000,000 | |
Interest Rate Swap | Designated as Hedging Instrument | Other current liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 2,600,000 | 300,000 |
Interest Rate Swap | Designated as Hedging Instrument | Other noncurrent liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 4,000,000 | $ 1,400,000 |
Interest Rate Swap | December 31, 2019 - December 30, 2020 | ||
Derivative [Line Items] | ||
Aggregate notional amount | 250,000,000 | |
Interest Rate Swap | December 31, 2020 - December 30, 2021 | ||
Derivative [Line Items] | ||
Aggregate notional amount | 200,000,000 | |
Interest Rate Swap | December 31, 2021- December 29, 2022 | ||
Derivative [Line Items] | ||
Aggregate notional amount | 150,000,000 | |
Interest Rate Swap | December 30, 2022 - January 23, 2023 | ||
Derivative [Line Items] | ||
Aggregate notional amount | $ 100,000,000 |
INDEBTEDNESS - Summary of Long-
INDEBTEDNESS - Summary of Long-term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total long-term debt. gross | $ 450.3 | $ 465.3 |
Less: Current maturities of long-term debt | 17.1 | 17.2 |
Less: Unamortized debt issuance costs | 4.3 | 4.2 |
Long-term debt | 428.9 | 443.9 |
Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt. gross | 138.5 | 134.5 |
U.S. term loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt. gross | 228.1 | 240.6 |
Multi-currency term loans | ||
Debt Instrument [Line Items] | ||
Total long-term debt. gross | $ 83.7 | $ 90.2 |
INDEBTEDNESS - Narrative (Detai
INDEBTEDNESS - Narrative (Details) | Aug. 26, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 23, 2018USD ($) | Jan. 23, 2018EUR (€) |
Debt Instrument [Line Items] | ||||||
Borrowings under revolving credit facility | $ 417,500,000 | $ 490,500,000 | $ 310,000,000 | |||
Quarterly payments, percent of annum | 5.00% | |||||
Amortization expense related to the deferred financing fees | $ 1,000,000 | 1,100,000 | 700,000 | |||
Loss on extinguishment of debt | 400,000 | 1,400,000 | $ 0 | |||
Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Commitments | $ 400,000,000 | $ 400,000,000 | ||||
Amended Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Commitments | $ 750,000,000 | |||||
Borrowing capacity available increase | $ 250,000,000 | |||||
Available increase, percent of EBITDA | 90.00% | 90.00% | ||||
Amended Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Commitments | $ 400,000,000 | |||||
Amended Credit Agreement | U.S. term loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 250,000,000 | |||||
Amended Credit Agreement | Multi-currency term loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | € | € 81,700,000 | |||||
Credit Agreement | Federal Funds Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 0.50% | |||||
Credit Agreement | Eurocurrency Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.00% | |||||
Credit Agreement | Revolving Credit Facility | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 5.25% | 6.25% | ||||
Borrowings under revolving credit facility | $ 10,000,000 | $ 2,500,000 | ||||
Credit Agreement | Revolving Credit Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 3.27% | 4.25% | ||||
Borrowings under revolving credit facility | $ 128,500,000 | $ 132,000,000 | ||||
Credit Agreement | Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate | 1.50% | 1.75% | ||||
Amended Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs, line of credit | $ 2,000,000 | |||||
Loss on extinguishment of debt | $ 400,000 | |||||
Amended Credit Agreement | U.S. term loan | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate incurred | 3.30% | 4.27% | ||||
Amended Credit Agreement | Multi-currency term loans | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate incurred | 1.50% | 1.75% | ||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee rate | 0.225% | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee rate | 0.25% |
INDEBTEDNESS - Summary of Credi
INDEBTEDNESS - Summary of Credit Facilities (Details) - Credit Agreement - Revolving Credit Facility - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||
Commitments | $ 400,000,000 | $ 400,000,000 |
Outstanding Borrowings | 138,500,000 | 134,500,000 |
Letter of Credit Outstanding | 5,100,000 | 5,200,000 |
Borrowing Capacity | $ 256,400,000 | $ 260,300,000 |
INDEBTEDNESS - Schedule of Aggr
INDEBTEDNESS - Schedule of Aggregate Maturities of Long-term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 17.1 | |
2021 | 17.1 | |
2022 | 17.1 | |
2023 | 17.1 | |
2024 | 381.9 | |
Thereafter | 0 | |
Total | $ 450.3 | $ 465.3 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in warranty reserve | |||
Balance, beginning of the year | $ 9.6 | $ 9.2 | $ 8.9 |
Provision for warranty claims | 8.4 | 7.7 | 7.1 |
Warranty claims settled | (7.8) | (7.9) | (6.7) |
Warranties acquired through business acquisition | 0 | 0.6 | 0 |
Foreign currency translation adjustment | (0.1) | 0 | (0.1) |
Balance, end of the year | $ 10.1 | $ 9.6 | $ 9.2 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation, pre-tax | $ 10.8 | $ 9.2 | $ 9.6 |
Stock-based compensation, after-tax | 8 | 6.9 | 6.1 |
Compensation cost related to non-vested awards not yet recognized | $ 16.3 | ||
Weighted average remaining period over which cost to be recognized | 1 year 8 months 12 days | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of options vested | $ 5 | 7.4 | 9.5 |
Restricted Stock | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Restricted Stock | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of options vested | $ 1.9 | 1.4 | 9.9 |
Restricted Stock Units (RSUs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Restricted Stock Units (RSUs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
PBRSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Payout ranges of target awards, percentage | 0.00% | ||
PBRSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Payout ranges of target awards, percentage | 150.00% | ||
MBRSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Payout ranges of target awards, percentage | 100.00% | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of options vested | $ 0.1 | $ 0.1 | 0.1 |
Stock option granted, contractual term | P10Y | ||
Weighted average grant-date fair value of options granted | $ 4.65 | $ 4.01 | |
Intrinsic value, stock options exercised | $ 0.2 | ||
Options exercised (in shares) | 0 | ||
Options vested in the period (in shares) | 0 | ||
Stock Compensation Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized and available for issuance (in shares) | 1,600,000 |
- Restricted Shares and Restric
- Restricted Shares and Restricted Stock Unit Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
PBRSUs | |||
Restricted Stock and Restricted Stock Units | |||
Outstanding at beginning of year (in shares) | 405,000 | ||
Granted (in shares) | 335,000 | ||
Forfeited (in shares) | (89,000) | ||
Vested (in shares) | (57,000) | ||
Outstanding at end of year (in shares) | 594,000 | 405,000 | |
Weighted-Average Fair Value | |||
Outstanding at beginning of year (in usd per share) | $ 20.92 | ||
Granted (in usd per share) | 20.40 | ||
Forfeited (in usd per share) | 18.93 | ||
Vested (in usd per share) | 19.44 | ||
Outstanding at end of year (in usd per share) | $ 21.07 | $ 20.92 | |
MBRSUs | |||
Restricted Stock and Restricted Stock Units | |||
Outstanding at beginning of year (in shares) | 270,000 | ||
Granted (in shares) | 114,000 | ||
Forfeited (in shares) | 0 | ||
Vested (in shares) | (97,000) | ||
Outstanding at end of year (in shares) | 287,000 | 270,000 | |
Weighted-Average Fair Value | |||
Outstanding at beginning of year (in usd per share) | $ 12.46 | ||
Granted (in usd per share) | 14.75 | $ 13.87 | $ 10.63 |
Forfeited (in usd per share) | 0 | ||
Vested (in usd per share) | 12.68 | ||
Outstanding at end of year (in usd per share) | $ 13.29 | $ 12.46 | |
Restricted Stock | |||
Restricted Stock and Restricted Stock Units | |||
Outstanding at beginning of year (in shares) | 725,000 | ||
Granted (in shares) | 425,000 | ||
Forfeited (in shares) | (20,000) | ||
Vested (in shares) | (234,000) | ||
Outstanding at end of year (in shares) | 896,000 | 725,000 | |
Weighted-Average Fair Value | |||
Outstanding at beginning of year (in usd per share) | $ 21.03 | ||
Granted (in usd per share) | 20.46 | ||
Forfeited (in usd per share) | 21.13 | ||
Vested (in usd per share) | 19.07 | ||
Outstanding at end of year (in usd per share) | $ 21.27 | $ 21.03 |
STOCK-BASED COMPENSATION - Assu
STOCK-BASED COMPENSATION - Assumptions Used to Estimate Fair Value of Restricted Stock Units (Details) - MBRSUs - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Assumptions used to compute fair value : | |||
Weighted-average grant date fair value | $ 14.75 | $ 13.87 | $ 10.63 |
Volatility | 28.60% | 27.30% | 27.20% |
Risk free interest rate | 2.50% | 2.30% | 1.60% |
Expected life | 3 years | 3 years | 3 years |
Expected dividend yield | 2.90% | 2.80% | 2.60% |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Number of Options | |
Outstanding at beginning of year (in shares) | shares | 20 |
Granted (in shares) | shares | 90 |
Outstanding at end of year (in shares) | shares | 110 |
Exercisable at end of year (in shares) | shares | 20 |
Weighted-Average Exercise Price | |
Outstanding at beginning of year (in usd per share) | $ / shares | $ 22.59 |
Granted (in usd per share) | $ / shares | 20.44 |
Outstanding at end of year (in usd per share) | $ / shares | 20.83 |
Exercisable at end of year (in usd per share) | $ / shares | $ 22.59 |
Weighted- Average Remaining Contractual Life (years) | |
Outstanding at end of year (in years) | 8 years 1 month 6 days |
Exercisable at end of year (in years) | 3 years 7 months 6 days |
Aggregate Intrinsic Value | |
Outstanding at end of year | $ | $ 0.1 |
Exercisable at end of year | $ | $ 0.1 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Increase (Decrease) in Stockholders' Equity | |||
Shares outstanding, beginning (in shares) | 48,706,000 | 48,498,000 | 48,102,000 |
Purchase of common stock (in shares) | (17,000) | ||
Shares issued under stock incentive plan, net of awards surrender to pay applicable taxes (in shares) | 171,000 | 205,000 | 385,000 |
Exercise of stock options (in shares) | 22,000 | ||
Shares issued to Board of Directors in lieu of cash (in shares) | 2,000 | 3,000 | 6,000 |
Shares outstanding, ending (in shares) | 48,879,000 | 48,706,000 | 48,498,000 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||
Treasury shares (in shares) | 16,521,000 | 16,348,000 |
Preferred stock authorized for issuance (in shares) | 10,000,000 | |
Par value of preferred stock authorized for issuance (in dollars per share) | $ 1 |
STOCKHOLDERS' EQUITY - Accumula
STOCKHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in accumulated other comprehensive income (loss), net of tax | |||
Beginning Balance | $ 386.5 | $ 358.7 | $ 309.4 |
Other comprehensive income (loss) before reclassifications | (23.1) | (25.3) | (2.8) |
Amounts reclassified from AOCL | 22.1 | 5.9 | 1.4 |
Net current period other comprehensive loss before income tax | (1) | (19.4) | (1.4) |
Income tax benefit (expense) | 0 | (0.5) | 1 |
Other comprehensive loss (income) | (1) | (19.9) | (0.4) |
Ending Balance | 427.6 | 386.5 | 358.7 |
Unrealized gains (losses) on Interest Rate Swaps | |||
Changes in accumulated other comprehensive income (loss), net of tax | |||
Beginning Balance | (1.2) | 0 | 0 |
Other comprehensive income (loss) before reclassifications | (6) | (1.6) | 0 |
Amounts reclassified from AOCL | 1.1 | 0 | 0 |
Net current period other comprehensive loss before income tax | (4.9) | (1.6) | 0 |
Income tax benefit (expense) | 1.3 | 0.4 | 0 |
Other comprehensive loss (income) | (3.6) | (1.2) | 0 |
Ending Balance | (4.8) | (1.2) | 0 |
Foreign Currency Translation Adjustment | |||
Changes in accumulated other comprehensive income (loss), net of tax | |||
Beginning Balance | (18.8) | (5.6) | (14) |
Other comprehensive income (loss) before reclassifications | 3.2 | (13.2) | 8.4 |
Amounts reclassified from AOCL | 0 | 0 | 0 |
Net current period other comprehensive loss before income tax | 3.2 | (13.2) | 8.4 |
Income tax benefit (expense) | 0 | 0 | 0 |
Other comprehensive loss (income) | 3.2 | (13.2) | 8.4 |
Ending Balance | (15.6) | (18.8) | (5.6) |
Foreign Currency Translation Adjustment on Long-term Intercompany Notes | |||
Changes in accumulated other comprehensive income (loss), net of tax | |||
Beginning Balance | (8.1) | 0 | 0 |
Other comprehensive income (loss) before reclassifications | (4.9) | (8.1) | 0 |
Amounts reclassified from AOCL | 0 | 0 | 0 |
Net current period other comprehensive loss before income tax | (4.9) | (8.1) | 0 |
Income tax benefit (expense) | 0 | 0 | 0 |
Other comprehensive loss (income) | (4.9) | (8.1) | 0 |
Ending Balance | (13) | (8.1) | 0 |
Pension and Other Post-Employment Liability Adjustment | |||
Changes in accumulated other comprehensive income (loss), net of tax | |||
Beginning Balance | (40.3) | (38.2) | (29.4) |
Other comprehensive income (loss) before reclassifications | (15.4) | (2.4) | (11.2) |
Amounts reclassified from AOCL | 21 | 5.9 | 1.4 |
Net current period other comprehensive loss before income tax | 5.6 | 3.5 | (9.8) |
Income tax benefit (expense) | (1.3) | (0.9) | 1 |
Other comprehensive loss (income) | 4.3 | 2.6 | (8.8) |
ASU 2018-02 | (4.7) | ||
Ending Balance | (36) | (40.3) | (38.2) |
Total | |||
Changes in accumulated other comprehensive income (loss), net of tax | |||
Beginning Balance | (68.4) | (43.8) | (43.4) |
ASU 2018-02 | (4.7) | ||
Ending Balance | $ (69.4) | $ (68.4) | $ (43.8) |
STOCKHOLDERS' EQUITY - AOCI Rec
STOCKHOLDERS' EQUITY - AOCI Reclassifications (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Amortization of pension and other post-retirement liability adjustments | |||||||||||
Other income, net | $ 3.8 | $ 9.6 | $ 7.7 | ||||||||
Pension settlement charges | 21 | 5.7 | 2.2 | ||||||||
Income before income tax expense (benefit) | 90.9 | 98.2 | 78.6 | ||||||||
Tax (benefit) | 23.4 | 24.9 | (1.6) | ||||||||
Net earnings | $ 10.3 | $ 17.5 | $ 21.7 | $ 18 | $ 24.6 | $ 20.3 | $ 13.1 | $ 15.3 | 67.5 | 73.3 | 80.2 |
Accumulated Defined Benefit Plans Adjustment, Net Prior Service Including Portion Attributable to Noncontrolling Interest | Amounts reclassified from accumulated other comprehensive income (loss) | |||||||||||
Amortization of pension and other post-retirement liability adjustments | |||||||||||
Other income, net | 0.7 | 0.7 | 1.5 | ||||||||
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Including Portion Attributable to Noncontrolling Interest | Amounts reclassified from accumulated other comprehensive income (loss) | |||||||||||
Amortization of pension and other post-retirement liability adjustments | |||||||||||
Other income, net | (0.9) | (0.9) | (0.7) | ||||||||
Accumulated Defined Benefit Plans Adjustment, Pension Settlement Charge IncludingPortion Attributable to Noncontrolling Interest | Amounts reclassified from accumulated other comprehensive income (loss) | |||||||||||
Amortization of pension and other post-retirement liability adjustments | |||||||||||
Pension settlement charges | (20.8) | (5.7) | (2.2) | ||||||||
Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest | Amounts reclassified from accumulated other comprehensive income (loss) | |||||||||||
Amortization of pension and other post-retirement liability adjustments | |||||||||||
Income before income tax expense (benefit) | (21) | (5.9) | (1.4) | ||||||||
Tax (benefit) | (5.5) | (1.5) | (0.6) | ||||||||
Net earnings | $ (15.5) | $ (4.4) | $ (0.8) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Net earnings attributable to Knoll, Inc. stockholders | $ 67.5 | $ 73.3 | $ 80.2 | ||||||||
Denominator: | |||||||||||
Denominator for basic earnings per share - weighted-average shares (in shares) | 48,846,000 | 48,657,000 | 48,423,000 | ||||||||
Potentially dilutive shares resulting from stock plans (in shares) | 611,000 | 561,000 | 737,000 | ||||||||
Denominator for diluted earnings per share - weighted-average shares (in shares) | 49,457,000 | 49,218,000 | 49,160,000 | ||||||||
Antidilutive equity awards not included in weighted-average common shares—diluted (in shares) | 0 | 20,000 | 0 | ||||||||
Net earnings per share: | |||||||||||
Basic (in dollars per share) | $ 0.21 | $ 0.36 | $ 0.44 | $ 0.37 | $ 0.50 | $ 0.42 | $ 0.27 | $ 0.31 | $ 1.38 | $ 1.51 | $ 1.66 |
Diluted (in dollars per share) | $ 0.21 | $ 0.35 | $ 0.44 | $ 0.37 | $ 0.50 | $ 0.41 | $ 0.27 | $ 0.31 | $ 1.36 | $ 1.49 | $ 1.63 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. operations | $ 50.9 | $ 67.3 | $ 62.6 |
Foreign operations | 40 | 30.9 | 16 |
Income before income tax expense (benefit) | $ 90.9 | $ 98.2 | $ 78.6 |
INCOME TAXES - Summary of Curre
INCOME TAXES - Summary of Current and Deferred Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 8.5 | $ 4.3 | $ 11.7 |
State | 5.3 | 2.1 | 2.4 |
Foreign | 10.9 | 13.7 | 3.9 |
Total current | 24.7 | 20.1 | 18 |
Deferred: | |||
Federal | (0.7) | 6.3 | (20.6) |
State | (0.4) | 0.9 | 2.5 |
Foreign | (0.2) | (2.4) | (1.5) |
Total deferred | (1.3) | 4.8 | (19.6) |
Income tax expense (benefit) | $ 23.4 | $ 24.9 | $ (1.6) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating loss carryforwards | ||||
Tax benefit as a result of the new legislation (estimate in 2017) | $ 1,700,000 | $ 26,600,000 | $ 1,700,000 | |
Accruals for payments of interest and penalties | $ 0 | $ 0 | $ 0 | |
Foreign | ||||
Operating loss carryforwards | ||||
Net operating loss carryforwards | 18,700,000 | |||
Estimated benefit from valuation allowance release | $ 2,600,000 |
INCOME TAXES - Summary of Defer
INCOME TAXES - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||
Accounts receivable, principally due to allowance for doubtful accounts | $ 1.4 | $ 0 |
Inventories | 5.9 | 5.9 |
NOL carryforwards | 5 | 6.9 |
Accrued pension | 5.8 | 2.1 |
Stock-based compensation | 4.8 | 3.7 |
Compensation-related accruals | 1.2 | 0.7 |
Warranty | 2.7 | 2.1 |
OPEB obligation | 1 | 0.9 |
Accrued liabilities and other items | 8.3 | 8.4 |
Gross deferred tax assets | 36.1 | 30.7 |
Valuation allowance | (4.3) | (4.8) |
Net deferred tax assets | 31.8 | 25.9 |
Deferred tax liabilities: | ||
Intangibles | (92.3) | (85.6) |
Plant and equipment | (24.5) | (26.8) |
Gross deferred tax liabilities | (116.8) | (112.4) |
Net deferred tax liabilities | $ (85) | $ (86.5) |
INCOME TAXES - Summary of Activ
INCOME TAXES - Summary of Activity in Deferred Tax Asset Valuation Allowance (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 4.8 | $ 4.8 | $ 6.2 |
Charge-Offs | (0.2) | 0 | (2.6) |
Other | (0.3) | 0 | 1.2 |
Balance at End of Year | $ 4.3 | $ 4.8 | $ 4.8 |
INCOME TAXES - Income Tax Rate
INCOME TAXES - Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory tax rate | 21.00% | 21.00% | 35.00% |
Increase (decrease) in the tax rate resulting from: | |||
State taxes, net of federal effect | 4.20% | 2.40% | 5.20% |
Foreign operations, net | 2.50% | 0.70% | (0.90%) |
Research and development tax credits | (1.10%) | (1.10%) | (1.30%) |
Tax Act | 0.00% | (3.20%) | (33.90%) |
Return to provision adjustments | (3.70%) | 1.10% | (0.50%) |
Change in valuation allowance against deferred tax assets | (0.30%) | 0.00% | (3.30%) |
Other | 3.20% | 4.50% | (2.30%) |
Effective Income Tax Rate Reconciliation, Percent | 25.80% | 25.40% | (2.00%) |
INCOME TAXES - Summary of Chang
INCOME TAXES - Summary of Change in Unrecognized Income Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Activity related to unrecognized tax benefits | |||
Balance, beginning of the year | $ 0.9 | $ 0.9 | $ 0.9 |
Additions for tax position related to the current year | 0 | 0.1 | 0.1 |
Lapse of statute of limitations | (0.1) | (0.1) | (0.1) |
Balance, end of the year | $ 0.8 | $ 0.9 | $ 0.9 |
OTHER INCOME, NET (Details)
OTHER INCOME, NET (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |||
Foreign exchange losses (gains) | $ 1.5 | $ (2) | $ 1.8 |
Net periodic pension and OPEB benefit cost (credit) | (6.4) | (7.1) | (9.6) |
Other, net | 1.1 | (0.5) | 0.1 |
Other income, net | $ (3.8) | $ (9.6) | $ (7.7) |
QUARTERLY RESULTS (UNAUDITED)_2
QUARTERLY RESULTS (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Sales | $ 371.5 | $ 356.5 | $ 367.3 | $ 332.8 | $ 354.6 | $ 327.7 | $ 323.4 | $ 296.6 | $ 1,428.1 | $ 1,302.3 | $ 1,132.9 | |
Gross profit | 144.1 | 140.4 | 140.7 | 123.8 | 131.7 | 122.8 | 119.3 | 107.7 | 549 | 481.5 | 414.6 | |
Net earnings | $ 10.3 | $ 17.5 | $ 21.7 | $ 18 | $ 24.6 | $ 20.3 | $ 13.1 | $ 15.3 | $ 67.5 | $ 73.3 | $ 80.2 | |
Earnings per share—Basic (in dollars per share) | $ 0.21 | $ 0.36 | $ 0.44 | $ 0.37 | $ 0.50 | $ 0.42 | $ 0.27 | $ 0.31 | $ 1.38 | $ 1.51 | $ 1.66 | |
Earnings per share—Diluted (in dollars per share) | $ 0.21 | $ 0.35 | $ 0.44 | $ 0.37 | $ 0.50 | $ 0.41 | $ 0.27 | $ 0.31 | $ 1.36 | $ 1.49 | $ 1.63 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Pension settlement charges | $ (10.5) | $ (9.8) | $ (0.5) | $ (0.2) | $ 0.5 | $ 0.6 | $ 4.6 | $ 21 | $ 5.7 | $ 2.2 | ||
Restructuring charges | 0.6 | $ 0.1 | $ 0.1 | 0.8 | 2.6 | 2.2 | ||||||
Write-off of property, plant, and equipment | $ 6.5 | 0 | 0 | 16.3 | ||||||||
Results include impact of Tax Cuts and Jobs Act | 1.7 | $ 26.6 | 1.7 | |||||||||
Corporate | ||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Sales | 0 | 0 | 0 | |||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Acquisition costs | 0.2 | 0.2 | 0.5 | $ 1 | 1.3 | |||||||
Office | ||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Sales | 873.8 | 797.1 | 733.3 | |||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Pension settlement charges | 21 | 5.7 | 2.2 | |||||||||
Restructuring charges | $ 0.1 | $ 1.2 | $ 0.8 | $ 0.5 | $ 0.8 | $ 2.6 | 2.2 | |||||
Write-off of property, plant, and equipment | $ 16.3 |
SEGMENT AND GEOGRAPHIC REGION_3
SEGMENT AND GEOGRAPHIC REGION INFORMATION - Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Financial information of segments | |||||||||||
SALES | $ 371.5 | $ 356.5 | $ 367.3 | $ 332.8 | $ 354.6 | $ 327.7 | $ 323.4 | $ 296.6 | $ 1,428.1 | $ 1,302.3 | $ 1,132.9 |
INTERSEGMENT SALES | 12 | 12.4 | 12.2 | ||||||||
DEPRECIATION AND AMORTIZATION | 38.5 | 34.2 | 25.9 | ||||||||
OPERATING PROFIT | 129.8 | 115.2 | 80.5 | ||||||||
CAPITAL EXPENDITURES | 51.9 | 41.9 | 39.7 | ||||||||
Write-off of property, plant, and equipment | 6.5 | 0 | 0 | 16.3 | |||||||
Pension settlement charges | (10.5) | (9.8) | $ (0.5) | (0.2) | 0.5 | 0.6 | 4.6 | 21 | 5.7 | 2.2 | |
Restructuring charges | $ 0.6 | $ 0.1 | $ 0.1 | 0.8 | 2.6 | 2.2 | |||||
Corporate | |||||||||||
Financial information of segments | |||||||||||
SALES | 0 | 0 | 0 | ||||||||
DEPRECIATION AND AMORTIZATION | 0.5 | 0.6 | 0.9 | ||||||||
OPERATING PROFIT | (24.6) | (24.3) | (24.1) | ||||||||
CAPITAL EXPENDITURES | 1.1 | 0.9 | 0.5 | ||||||||
Acquisition costs | 0.2 | 0.2 | 0.5 | 1 | 1.3 | ||||||
Intersegment Eliminations | |||||||||||
Financial information of segments | |||||||||||
INTERSEGMENT SALES | 0 | 0 | 0 | ||||||||
Office | |||||||||||
Financial information of segments | |||||||||||
SALES | 873.8 | 797.1 | 733.3 | ||||||||
Write-off of property, plant, and equipment | 16.3 | ||||||||||
Pension settlement charges | 21 | 5.7 | 2.2 | ||||||||
Restructuring charges | $ 0.1 | $ 1.2 | $ 0.8 | $ 0.5 | 0.8 | 2.6 | 2.2 | ||||
Office | Operating Segments | |||||||||||
Financial information of segments | |||||||||||
SALES | 873.8 | 797.1 | 733.3 | ||||||||
DEPRECIATION AND AMORTIZATION | 23.9 | 20.7 | 18.7 | ||||||||
OPERATING PROFIT | 64.2 | 49.5 | 26.1 | ||||||||
CAPITAL EXPENDITURES | 36.1 | 32.7 | 33.3 | ||||||||
Office | Intersegment Eliminations | |||||||||||
Financial information of segments | |||||||||||
INTERSEGMENT SALES | 2.1 | 1.6 | 1.3 | ||||||||
Lifestyle | |||||||||||
Financial information of segments | |||||||||||
SALES | 554.3 | 505.2 | 399.6 | ||||||||
Lifestyle | Operating Segments | |||||||||||
Financial information of segments | |||||||||||
SALES | 554.3 | 505.2 | 399.6 | ||||||||
DEPRECIATION AND AMORTIZATION | 14.1 | 12.9 | 6.3 | ||||||||
OPERATING PROFIT | 90.2 | 90 | 78.5 | ||||||||
CAPITAL EXPENDITURES | 14.7 | 8.3 | 5.9 | ||||||||
Acquisition costs | 0.6 | ||||||||||
Lifestyle | Intersegment Eliminations | |||||||||||
Financial information of segments | |||||||||||
INTERSEGMENT SALES | $ 9.9 | $ 10.8 | $ 10.9 |
SEGMENT AND GEOGRAPHIC REGION_4
SEGMENT AND GEOGRAPHIC REGION INFORMATION - Sales and Long Lived Assets by Geographical Region (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Sales to clients attributed to the geographic areas based on the origin of sale | |||||||||||
Sales | $ 371.5 | $ 356.5 | $ 367.3 | $ 332.8 | $ 354.6 | $ 327.7 | $ 323.4 | $ 296.6 | $ 1,428.1 | $ 1,302.3 | $ 1,132.9 |
Property, plant, and equipment, net | 239 | 215 | 239 | 215 | 200.6 | ||||||
United States | |||||||||||
Sales to clients attributed to the geographic areas based on the origin of sale | |||||||||||
Sales | 1,183.6 | 1,066.8 | 977.7 | ||||||||
Property, plant, and equipment, net | 191.3 | 172.7 | 191.3 | 172.7 | 157.8 | ||||||
Canada | |||||||||||
Sales to clients attributed to the geographic areas based on the origin of sale | |||||||||||
Sales | 37.2 | 37.3 | 52.9 | ||||||||
Property, plant, and equipment, net | 28.9 | 26.9 | 28.9 | 26.9 | 29.3 | ||||||
Europe | |||||||||||
Sales to clients attributed to the geographic areas based on the origin of sale | |||||||||||
Sales | 206.9 | 197.4 | 100.2 | ||||||||
Property, plant, and equipment, net | 18.8 | 15.4 | 18.8 | 15.4 | 13.5 | ||||||
Other | |||||||||||
Sales to clients attributed to the geographic areas based on the origin of sale | |||||||||||
Sales | 0.4 | 0.8 | 2.1 | ||||||||
Property, plant, and equipment, net | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Uncategorized Items - knl-20191
Label | Element | Value |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 4,700,000 |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (4,700,000) |