Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 29, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-9810 | |
Entity Registrant Name | Owens & Minor, Inc. | |
Entity Incorporation, State or Country Code | VA | |
Entity Tax Identification Number | 54-1701843 | |
Entity Address, Address Line One | 9120 Lockwood Boulevard | |
Entity Address, City or Town | Mechanicsville | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23116 | |
City Area Code | 804 | |
Local Phone Number | 723-7000 | |
Title of 12(b) Security | Common Stock, $2 par value per share | |
Trading Symbol | OMI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Smaller Reporting Entity | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 73,512,279 | |
Entity Central Index Key | 0000075252 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net revenue | $ 2,187,928 | $ 2,292,752 | $ 6,118,340 | $ 7,020,296 |
Cost of goods sold | 1,843,589 | 2,012,130 | 5,236,035 | 6,176,537 |
Gross margin | 344,339 | 280,622 | 882,305 | 843,759 |
Distribution, selling and administrative expenses | 262,538 | 248,661 | 758,320 | 767,986 |
Acquisition-related and exit and realignment charges | 6,382 | 4,522 | 18,500 | 14,776 |
Other operating (income) expense, net | (134) | 1,329 | (3,020) | 2,385 |
Operating income | 75,553 | 26,110 | 108,505 | 58,612 |
Interest expense, net | 20,975 | 24,050 | 65,923 | 75,557 |
Other expense, net | 1,093 | 550 | 1,387 | 4,014 |
Income (loss) from continuing operations before income taxes | 53,485 | 1,510 | 41,195 | (20,959) |
Income tax provision (benefit) | 7,404 | (1,910) | 3,863 | (3,726) |
Income (loss) from continuing operations, net of tax | 46,081 | 3,420 | 37,332 | (17,233) |
Loss from discontinued operations, net of tax | 0 | (2,196) | (58,203) | (6,115) |
Net income (loss) | $ 46,081 | $ 1,224 | $ (20,871) | $ (23,348) |
Loss from continuing operations per common share: basic and diluted (in usd per share) | $ 0.76 | $ 0.06 | $ 0.61 | $ (0.28) |
Loss from discontinued operations per common share: basic and diluted (in usd per share) | 0 | (0.04) | (0.95) | (0.11) |
Net loss per common share: basic and diluted (in usd per share) | $ 0.76 | $ 0.02 | $ (0.34) | $ (0.39) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 46,081 | $ 1,224 | $ (20,871) | $ (23,348) |
Other comprehensive income (loss), net of tax: | ||||
Currency translation adjustments (net of income tax of $0 in 2020 and 2019) | 5,173 | (9,038) | 7,003 | (5,793) |
Change in unrecognized net periodic pension costs (net of income tax of $47 and $135 in 2020, and $61 and $187 in 2019) | 167 | 199 | 932 | 593 |
Net unrealized gain (loss) on derivative instruments (net of income tax of $831 and income tax benefit of $3,232 in 2020, and $1,225 and $4,866 in 2019) | 1,681 | (1,789) | (9,792) | (9,464) |
Total other comprehensive income (loss), net of tax | 7,021 | (10,628) | (1,857) | (14,664) |
Comprehensive income (loss) | $ 53,102 | $ (9,404) | $ (22,728) | $ (38,012) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Income Tax: Currency translation adjustments, income tax benefit | $ 0 | $ 0 | $ 0 | $ 0 |
Change in unrecognized net periodic pension costs, income tax expense | 47 | 61 | 135 | 187 |
Income Tax: Net unrealized gain (loss) on derivative instruments | $ 831 | $ 1,225 | $ 3,232 | $ 4,866 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | |||
Cash and cash equivalents | $ 77,256 | $ 67,030 | |
Accounts receivable, net of allowances of $20,135 and $21,015 | 688,884 | 674,706 | |
Merchandise inventories | 1,095,410 | 1,146,192 | |
Other current assets | 235,983 | 79,372 | |
Current assets of discontinued operations | 0 | 439,983 | |
Total current assets | 2,097,533 | 2,407,283 | |
Property and equipment, net of accumulated depreciation of $273,403 and $245,718 | 301,299 | 315,427 | |
Operating lease assets | 143,362 | 142,219 | |
Goodwill | 390,395 | 393,181 | |
Intangible assets, net | 251,615 | 285,018 | |
Other assets, net | 112,911 | 99,956 | |
Total assets | 3,297,115 | 3,643,084 | |
Current liabilities | |||
Accounts payable | 946,116 | 808,035 | |
Accrued payroll and related liabilities | 71,406 | 53,584 | |
Other current liabilities | 412,483 | 231,029 | |
Current liabilities of discontinued operations | 0 | 323,511 | |
Total current liabilities | 1,430,005 | 1,416,159 | |
Long-term debt, excluding current portion | 1,099,645 | 1,508,415 | |
Operating lease liabilities, excluding current portion | 120,025 | 117,080 | |
Deferred income taxes | 75,009 | 40,550 | |
Other liabilities | 121,096 | 98,726 | |
Total liabilities | 2,845,780 | 3,180,930 | |
Commitments and contingencies | |||
Equity | |||
Common stock, par value $2 per share; authorized - 200,000 shares; issued and outstanding - 63,716 shares and 62,843 shares | 127,432 | 125,686 | |
Paid-in capital | 262,002 | 251,401 | |
Retained earnings | 116,465 | 137,774 | |
Accumulated other comprehensive loss | (54,564) | (52,707) | |
Total equity | 451,335 | 462,154 | $ 518,419 |
Total liabilities and equity | $ 3,297,115 | $ 3,643,084 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 20,135 | $ 21,015 |
Property and equipment, accumulated depreciation | $ 273,403 | $ 245,718 |
Common stock, par value (in usd per share) | $ 2 | $ 2 |
Common stock, authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, issued (shares) | 63,716,000 | 62,843,000 |
Common stock, outstanding (shares) | 63,716,000 | 62,843,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities: | ||
Net income (loss) | $ (20,871) | $ (23,348) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Depreciation and amortization | 69,494 | 88,204 |
Share-based compensation expense | 15,275 | 12,057 |
Loss on divestiture | 65,472 | 0 |
Provision for losses on accounts receivable | 9,583 | 9,759 |
Deferred income tax expense (benefit) | 25,017 | (11,989) |
Changes in operating lease right-of-use assets and lease liabilities | (1,328) | (1,280) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (20,173) | 73,986 |
Merchandise inventories | 52,605 | 136,021 |
Accounts payable | 136,156 | (221,381) |
Net change in other assets and liabilities | (69,117) | 69,756 |
Other, net | 6,083 | 7,320 |
Cash provided by operating activities | 268,196 | 139,105 |
Investing activities: | ||
Proceeds from divestiture | 133,000 | 0 |
Additions to property and equipment | (21,678) | (31,224) |
Additions to computer software | (4,702) | (6,928) |
Proceeds from sale of property and equipment | 178 | 220 |
Proceeds from cash surrender value of life insurance policies | 6,032 | 0 |
Cash provided by (used for) investing activities | 112,830 | (37,932) |
Financing activities: | ||
Proceeds from issuance of debt | 150,000 | 0 |
Repayments under revolving credit facility | (107,900) | (36,100) |
Repayments of debt | (270,399) | (40,700) |
Financing costs paid | (10,367) | (4,313) |
Cash dividends paid | (467) | (5,072) |
Other, net | (5,822) | (3,109) |
Cash used for financing activities | (244,955) | (89,294) |
Effect of exchange rate changes on cash and cash equivalents | 6,721 | (2,243) |
Net increase in cash, cash equivalents and restricted cash | 142,792 | 9,636 |
Cash, cash equivalents and restricted cash at beginning of period | 84,687 | 103,367 |
Cash, cash equivalents and restricted cash at end of period | 227,479 | 113,003 |
Supplemental disclosure of cash flow information: | ||
Income taxes received, net of payments | (1,892) | (12,085) |
Interest paid | $ 61,271 | $ 76,470 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning Balance (in shares) at Dec. 31, 2018 | 62,294 | ||||
Beginning Balance at Dec. 31, 2018 | $ 518,419 | $ 124,588 | $ 238,773 | $ 200,670 | $ (45,612) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (14,096) | (14,096) | |||
Other comprehensive income (loss) | (6,423) | (6,423) | |||
Dividends declared ($0.0025 per share) | (119) | (119) | |||
Share-based compensation expense, exercises and other (in shares) | 642 | ||||
Share-based compensation expense, exercises and other | 4,058 | $ 1,284 | 2,774 | ||
Ending Balance (in shares) at Mar. 31, 2019 | 62,936 | ||||
Ending Balance at Mar. 31, 2019 | 501,839 | $ 125,872 | 241,547 | 186,455 | (52,035) |
Beginning Balance (in shares) at Dec. 31, 2018 | 62,294 | ||||
Beginning Balance at Dec. 31, 2018 | 518,419 | $ 124,588 | 238,773 | 200,670 | (45,612) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (23,348) | ||||
Ending Balance (in shares) at Sep. 30, 2019 | 62,862 | ||||
Ending Balance at Sep. 30, 2019 | 491,278 | $ 125,724 | 248,916 | 176,914 | (60,276) |
Beginning Balance (in shares) at Mar. 31, 2019 | 62,936 | ||||
Beginning Balance at Mar. 31, 2019 | 501,839 | $ 125,872 | 241,547 | 186,455 | (52,035) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (10,476) | (10,476) | |||
Other comprehensive income (loss) | 2,387 | 2,387 | |||
Dividends declared ($0.0025 per share) | (114) | (114) | |||
Share-based compensation expense, exercises and other (in shares) | 28 | ||||
Share-based compensation expense, exercises and other | 3,265 | $ 56 | 3,209 | ||
Ending Balance (in shares) at Jun. 30, 2019 | 62,964 | ||||
Ending Balance at Jun. 30, 2019 | 496,901 | $ 125,928 | 244,756 | 175,865 | (49,648) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 1,224 | ||||
Other comprehensive income (loss) | (10,628) | (10,628) | |||
Dividends declared ($0.0025 per share) | (175) | (175) | |||
Share-based compensation expense, exercises and other (in shares) | (102) | ||||
Share-based compensation expense, exercises and other | 3,956 | $ (204) | 4,160 | ||
Ending Balance (in shares) at Sep. 30, 2019 | 62,862 | ||||
Ending Balance at Sep. 30, 2019 | $ 491,278 | $ 125,724 | 248,916 | 176,914 | (60,276) |
Beginning Balance (in shares) at Dec. 31, 2019 | 62,843 | 62,843 | |||
Beginning Balance at Dec. 31, 2019 | $ 462,154 | $ 125,686 | 251,401 | 137,774 | (52,707) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (11,324) | (11,324) | |||
Other comprehensive income (loss) | (39,405) | (39,405) | |||
Dividends declared ($0.0025 per share) | (127) | (127) | |||
Share-based compensation expense, exercises and other (in shares) | 42 | ||||
Share-based compensation expense, exercises and other | 5,040 | $ 84 | 4,956 | ||
Ending Balance (in shares) at Mar. 31, 2020 | 62,885 | ||||
Ending Balance at Mar. 31, 2020 | $ 416,338 | $ 125,770 | 256,357 | 126,323 | (92,112) |
Beginning Balance (in shares) at Dec. 31, 2019 | 62,843 | 62,843 | |||
Beginning Balance at Dec. 31, 2019 | $ 462,154 | $ 125,686 | 251,401 | 137,774 | (52,707) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ (20,871) | ||||
Ending Balance (in shares) at Sep. 30, 2020 | 63,716 | 63,716 | |||
Ending Balance at Sep. 30, 2020 | $ 451,335 | $ 127,432 | 262,002 | 116,465 | (54,564) |
Beginning Balance (in shares) at Mar. 31, 2020 | 62,885 | ||||
Beginning Balance at Mar. 31, 2020 | 416,338 | $ 125,770 | 256,357 | 126,323 | (92,112) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (55,627) | (55,627) | |||
Other comprehensive income (loss) | 30,527 | 30,527 | |||
Dividends declared ($0.0025 per share) | (156) | (156) | |||
Share-based compensation expense, exercises and other (in shares) | 852 | ||||
Share-based compensation expense, exercises and other | 4,080 | $ 1,704 | 2,376 | ||
Ending Balance (in shares) at Jun. 30, 2020 | 63,737 | ||||
Ending Balance at Jun. 30, 2020 | 395,162 | $ 127,474 | 258,733 | 70,540 | (61,585) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 46,081 | 46,081 | |||
Other comprehensive income (loss) | 7,021 | 7,021 | |||
Dividends declared ($0.0025 per share) | (156) | (156) | |||
Share-based compensation expense, exercises and other (in shares) | (21) | ||||
Share-based compensation expense, exercises and other | $ 3,227 | $ (42) | 3,269 | ||
Ending Balance (in shares) at Sep. 30, 2020 | 63,716 | 63,716 | |||
Ending Balance at Sep. 30, 2020 | $ 451,335 | $ 127,432 | $ 262,002 | $ 116,465 | $ (54,564) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Common stock, par value (in usd per share) | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 |
Dividends declared, per share (in usd per share) | $ 0.0025 | $ 0.0025 | $ 0.0025 | $ 0.0025 | $ 0.0025 | $ 0.0025 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table shows the changes in accumulated other comprehensive loss by component for the three and nine months ended September 30, 2020 and 2019: Retirement Plans Currency Derivatives Total Accumulated other comprehensive loss, June 30, 2020 $ (13,926) $ (23,471) $ (24,188) $ (61,585) Other comprehensive income (loss) before reclassifications — 5,173 (516) 4,657 Income tax — — 40 40 Other comprehensive income (loss) before reclassifications, net of tax — 5,173 (476) 4,697 Amounts reclassified from accumulated other comprehensive loss 214 — 3,028 3,242 Income tax (47) — (871) (918) Amounts reclassified from accumulated other comprehensive loss, net of tax 167 — 2,157 2,324 Other comprehensive income 167 5,173 1,681 7,021 Accumulated other comprehensive loss, September 30, 2020 $ (13,759) $ (18,298) $ (22,507) $ (54,564) Retirement Plans Currency Translation Adjustments Derivatives Total Accumulated other comprehensive loss, June 30, 2019 $ (7,752) $ (29,306) $ (12,590) $ (49,648) Other comprehensive loss before reclassifications — (9,038) (3,384) (12,422) Income tax — — 1,314 1,314 Other comprehensive loss before reclassifications, net of tax — (9,038) (2,070) (11,108) Amounts reclassified from accumulated other comprehensive loss 260 — 370 630 Income tax (61) — (89) (150) Amounts reclassified from accumulated other comprehensive loss, net of tax 199 — 281 480 Other comprehensive income (loss) 199 (9,038) (1,789) (10,628) Accumulated other comprehensive loss, September 30, 2019 $ (7,553) $ (38,344) $ (14,379) $ (60,276) Retirement Plans Currency Translation Adjustments Derivatives Total Accumulated other comprehensive loss, December 31, 2019 $ (14,691) $ (25,301) $ (12,715) $ (52,707) Other comprehensive loss before reclassifications — (8,577) (19,913) (28,490) Income tax — — 5,113 5,113 Other comprehensive loss before reclassifications, net of tax — (8,577) (14,800) (23,377) Amounts reclassified from accumulated other comprehensive loss 1,067 15,580 6,889 23,536 Income tax (135) — (1,881) (2,016) Amounts reclassified from accumulated other comprehensive loss, net of tax 932 15,580 5,008 21,520 Other comprehensive income (loss) 932 7,003 (9,792) (1,857) Accumulated other comprehensive loss, September 30, 2020 $ (13,759) $ (18,298) $ (22,507) $ (54,564) Retirement Plans Currency Derivatives Total Accumulated other comprehensive loss, December 31, 2018 $ (8,146) $ (32,551) $ (4,915) $ (45,612) Other comprehensive loss before reclassifications — (5,793) (15,325) (21,118) Income tax — — 5,204 5,204 Other comprehensive loss before reclassifications, net of tax — (5,793) (10,121) (15,914) Amounts reclassified from accumulated other comprehensive loss 780 — 995 1,775 Income tax (187) — (338) (525) Amounts reclassified from accumulated other comprehensive loss, net of tax 593 — 657 1,250 Other comprehensive income (loss) 593 (5,793) (9,464) (14,664) Accumulated other comprehensive loss, September 30, 2019 $ (7,553) $ (38,344) $ (14,379) $ (60,276) We include amounts reclassified out of accumulated other comprehensive loss related to defined benefit pension plans as a component of net periodic pension cost recorded in Other expense, net. For the three and nine months ended September 30, 2020, we reclassified |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, or our) and contain all adjustments (which are comprised only of normal recurring accruals and use of estimates) necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The Movianto business represents a component that met accounting requirements to be classified as discontinued operations and held-for-sale beginning December 31, 2019. In accordance with GAAP, the results of operations and financial position of the Movianto business are presented as discontinued operations through June 18, 2020 (the Divestiture Date) and, as such, have been excluded from continuing operations for all periods presented. With the exception of Note 3, the Notes to Consolidated Financial Statements reflect the continuing operations of Owens & Minor, Inc. and its subsidiaries. See Note 3 for additional information regarding discontinued operations. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Actual results may differ from these estimates. Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash includes cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash, cash equivalents and restricted cash are stated at cost. Nearly all of our cash, cash equivalents and restricted cash are held in cash depository accounts in major banks in the United States, Europe, and Asia. Cash that is held by a major bank and has restrictions on its availability to us is classified as restricted cash. Restricted cash included in other current assets represents cash held in a designated account as of September 30, 2020 as required by the Fifth Amendment to the Credit Agreement, which stipulates that the cash held within this account is to be used to repay the 2021 Notes or the Term Loans. Restricted cash included in Other assets, net as of September 30, 2020 represents cash held in an escrow account as required by the Centers for Medicare & Medicaid Services (CMS) in conjunction with the Bundled Payments for Care Improvement (BPCI) Advanced Program. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of those same amounts presented in the accompanying consolidated statements of cash flows. September 30, 2020 December 31, 2019 Cash and cash equivalents $ 77,256 $ 67,030 Restricted cash included in Other current assets 133,899 — Restricted cash included in Other assets, net 16,324 16,261 Cash of discontinued operations — 1,396 Total cash, cash equivalents and restricted cash $ 227,479 $ 84,687 |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair ValueThe carrying amounts of cash and cash equivalents, accounts receivable and accounts payable reported in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The carrying amount of restricted cash also approximates fair value due to its nature. The fair value of debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings, and average remaining maturities (Level 2). See Note 6 for the fair value of debt. The fair value of interest rate swaps and foreign currency contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. See Note 8 for the fair value of derivatives. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On June 18, 2020, we completed the previously announced divestiture of our European logistics business, Movianto (the Divestiture), as well as certain support functions in our Dublin office, to Walden Group SAS (the Buyer) and EHDH (as Buyer’s guarantor) for cash consideration of $133 million. We concluded that the Movianto business met the criteria for discontinued operations as of December 31, 2019 and through the Divestiture Date, as the intention to sell represented a strategic shift and the criteria for held-for-sale were met. Movianto was previously reported in the Global Solutions segment. Accordingly, the results of operations from the Movianto business are reported in the accompanying consolidated statements of operations as Loss from discontinued operations, net of tax for the three and nine months ended September 30, 2020 and 2019, and the related assets and liabilities are classified as held-for-sale as of December 31, 2019 in the accompanying balance sheet. We are working with the Buyer on a final working capital adjustment that could result in a benefit in an amount up to $42 million. There is no benefit of any such adjustment reflected in our consolidated financial statements as of September 30, 2020. The following table summarizes the financial results of our discontinued operations for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net revenue $ — $ 106,265 $ 226,759 $ 324,308 Cost of goods sold — 24,399 53,923 78,729 Gross margin — 81,866 172,836 245,579 Distribution, selling, and administrative expenses — 81,565 157,512 245,562 Loss on divestiture — — 65,472 — Acquisition-related and exit and realignment charges — 383 4,825 774 Other operating income, net — (20) (388) (492) Operating loss — (62) (54,585) (265) Interest expense, net — 1,887 3,144 5,162 Loss from discontinued operations before income taxes — (1,949) (57,729) (5,427) Income tax provision from discontinued operations — 247 474 688 Loss from discontinued operations, net of tax $ — $ (2,196) $ (58,203) $ (6,115) We suspended depreciation and amortization on assets that are held-for-sale, including right-of-use assets recorded in accordance with ASU No. 2016-02, for the nine months ended September 30, 2020. All revenue and expense included in discontinued operations during the nine months ended September 30, 2020 relates to activity through the Divestiture Date. No revenue or expense have been recorded in discontinued operations related to the disposal group subsequent to the Divestiture Date. We have entered into transition services agreements with a subsidiary of the Buyer, pursuant to which we and a subsidiary of the Buyer will provide to each other various transitional services. Certain transition service arrangement costs and reimbursements were recorded during the three and nine months ended September 30, 2020. These amounts were immaterial for the three and nine months ended September 30, 2020. The assets and liabilities of the discontinued Movianto business reflected on the consolidated balance sheet at December 31, 2019 were as follows: December 31, 2019 Assets of discontinued operations Cash and cash equivalents $ 1,396 Accounts receivable, net 78,643 Merchandise inventories 16,058 Other current assets 188,853 Current assets of discontinued operations 284,950 Property and equipment, net 65,710 Intangible assets, net 6,579 Other assets, net 27,431 Operating lease assets 87,425 Valuation allowance on disposal group classified as held-for-sale (32,112) Total assets of discontinued operations $ 439,983 Liabilities of discontinued operations Accounts payable $ 53,981 Other current liabilities 182,980 Current liabilities of discontinued operations 236,961 Long-term debt, excluding current portion 5,523 Operating lease liabilities, excluding current portion 76,270 Other liabilities 4,757 Total liabilities of discontinued operations $ 323,511 Assets and liabilities held-for-sale as of December 31, 2019 were classified as current since we expected the Divestiture to be completed within one year of the balance sheet date. The following table provides operating and investing cash flow information for our discontinued operations: September 30, 2020 September 30, 2019 Operating Activities: Depreciation and amortization $ — $ 15,466 Loss on divestiture 65,472 — Investing Activities: Capital expenditures 3,027 17,298 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through September 30, 2020: Global Solutions Global Products Consolidated Carrying amount of goodwill, December 31, 2019 $ 283,905 $ 109,276 $ 393,181 Currency translation adjustments — (2,786) (2,786) Carrying amount of goodwill, September 30, 2020 $ 283,905 $ 106,490 $ 390,395 Intangible assets at September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 December 31, 2019 Customer Tradenames Other Customer Tradenames Other Gross intangible assets $ 268,179 $ 90,000 $ 43,238 $ 270,693 $ 90,000 $ 43,055 Accumulated amortization (113,999) (22,791) (13,012) (92,947) (16,520) (9,263) Net intangible assets $ 154,180 $ 67,209 $ 30,226 $ 177,746 $ 73,480 $ 33,792 Weighted average useful life 10 years 11 years 8 years 10 years 11 years 8 years At September 30, 2020, $67.2 million in net intangible assets were held in the Global Solutions segment and $184.4 million were held in the Global Products segment. Amortization expense for intangible assets was $10.2 million and $10.6 million for the three months ended September 30, 2020 and 2019, respectively, and $31.5 million and $33.4 million for the nine months ended September 30, 2020 and 2019, respectively. |
Exit and Realignment Costs
Exit and Realignment Costs | 3 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Exit and Realignment Costs | Exit and Realignment Costs We periodically incur exit and realignment and other charges associated with optimizing our operations which includes the consolidation of certain distribution and outsourced logistics centers, administrative offices and warehouses, our client engagement center and IT restructuring charges. These charges also include costs associated with our strategic organizational realignment which include management changes, certain professional fees, and costs to streamline administrative functions and processes. Exit and realignment charges by segment for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Global Solutions segment $ 2,714 $ 969 $ 6,255 $ 3,149 Global Products segment 2,877 11 3,364 252 Total exit and realignment charges $ 5,591 $ 980 $ 9,619 $ 3,401 The following table summarizes the activity related to exit and realignment cost accruals through September 30, 2020 and 2019: Total Accrued exit and realignment costs, December 31, 2019 $ 8,162 Provision for exit and realignment activities: Severance 1,391 Information system restructuring costs 183 Other 255 Cash payments (5,799) Accrued exit and realignment costs, March 31, 2020 4,192 Provision for exit and realignment activities: Severance 809 Information system restructuring costs 671 Other 720 Cash payments (2,072) Accrued exit and realignment costs, June 30, 2020 4,320 Provision for exit and realignment activities: Severance 1,950 Information system restructuring costs 77 Other 3,564 Cash payments (7,083) Accrued exit and realignment costs, September 30, 2020 $ 2,828 Accrued exit and realignment costs, December 31, 2018 $ 7,477 Provision for exit and realignment activities: Severance 360 Information system restructuring costs 261 Other 83 Cash payments (2,206) Accrued exit and realignment costs, March 31, 2019 5,975 Provision for exit and realignment activities: Severance 1,008 Information system restructuring costs 705 Other 4 Cash payments (2,301) Accrued exit and realignment costs, June 30, 2019 5,391 Provision for exit and realignment activities: Severance 305 Information system restructuring costs 664 Other 11 Cash payments (2,586) Accrued exit and realignment costs, September 30, 2019 $ 3,785 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following: September 30, 2020 December 31, 2019 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 3.875% Senior Notes, due September 2021 $ 178,485 $ 180,307 $ 236,234 $ 229,356 4.375% Senior Notes, due December 2024 244,697 245,122 273,978 212,086 Term A Loans, due July 2022 196,489 199,619 377,420 383,050 Term B Loan, due April 2025 478,127 475,913 480,337 442,217 Revolver 70,000 70,000 177,900 177,900 Receivables Securitization Program 147,580 150,000 — — Finance leases and other 13,371 13,371 13,783 13,783 Total debt 1,328,749 1,334,332 1,559,652 1,458,392 Less current maturities (229,104) (230,784) (51,237) (51,237) Long-term debt $ 1,099,645 $ 1,103,548 $ 1,508,415 $ 1,407,155 We have $178 million of 3.875% senior notes due in 2021 (the 2021 Notes) and $245 million of 4.375% senior notes due in 2024 (the 2024 Notes), with interest payable semi-annually. The 2021 Notes were sold at 99.5% of the principal amount with an effective yield of 3.951%. The 2024 Notes were sold at 99.6% of the principal amount with an effective yield of 4.422%. We have the option to redeem the 2021 Notes and 2024 Notes in part or in whole prior to maturity at a redemption price equal to the greater of 100% of the principal amount or the present value of the remaining scheduled payments discounted at the applicable Benchmark Treasury Rate plus 25 basis points for the 2021 Notes and the applicable Benchmark Treasury Rate plus 30 basis points for the 2024 Notes. In June 2020, we announced cash tender offers for up to $240 million aggregate principal amount of our outstanding 2021 Notes and 2024 Notes. As of the Early Settlement Date of June 22, 2020, $54.1 million of the 2021 Notes and $29.0 million of the 2024 Notes were repaid. On the Early Settlement Date, the 2021 Notes were redeemed at 100% of par, and the 2024 Notes were redeemed at 90% of par, resulting in a net gain on extinguishment of debt of $2.9 million. The tender offers remained open through July 2, 2020, and an additional $0.1 million of the 2021 Notes were redeemed at the Base Consideration price of 95% of par by the time the offers closed. Including the tender offer, we used $83.3 million of cash to repurchase $87.9 million aggregate principal amount of the 2021 Notes and 2024 Notes during the first nine months of 2020. Consistent with the terms of the Fifth Amendment to the Credit Agreement, we used $54.1 million of the proceeds from the sale of Movianto to fund the repayment of the 2021 Notes, which were retired in the second quarter as part of the tender offer. As required by the Fifth Amendment to the Credit Agreement, the remaining $78.9 million of proceeds from the sale of Movianto were placed in a designated account and will be used to repurchase a portion of the outstanding 2021 Notes within 210 days of the Divestiture Date or repay a portion of our Term Loans. We have a Credit Agreement (last amended February 13, 2020) with a $400 million revolving credit facility and $675 million in outstanding term loans. The interest rate on our revolving credit facility and Term A Loans is based on 1) either the Eurocurrency Rate or the Base Rate plus 2) an Applicable Percentage which varies depending on Consolidated Total Leverage Ratio (each as defined in the Credit Agreement). Our credit spread on the revolving credit facility and Term A Loans at September 30, 2020 was Eurocurrency Rate plus 4.25%. Our Term B Loan accrues interest based on 1) either the Eurocurrency Rate or the Base Rate plus 2) an Applicable Percentage of 3.50% per annum for Base Rate Loans and 4.50% per annum for Eurocurrency Rate Loans (each as defined in the Credit Agreement). Our credit spread on the Term B Loan at September 30, 2020 was Eurocurrency Rate plus 4.50%. We are charged a commitment fee of between 12.5 and 25.0 basis points on the unused portion of the revolving credit facility. Our Credit Agreement has a “springing maturity date” with respect to the revolving credit facility, the Term A Loans, and the Term B Loan. If the outstanding balance of the 2021 Notes has not been paid in full as of the date 91 days prior to the maturity date of the 2021 Notes, then the Termination Date (as defined in the Credit Agreement) of the revolving credit facility, the Term A Loans, and the Term B Loan shall be the date that is 91 days prior to the maturity date of the 2021 Notes. Likewise, if the outstanding balance of the 2024 Notes has not been paid in full as of the date 91 days prior to the maturity date of the 2024 Notes, the Termination Date of the Term B Loan shall be the date that is 91 days prior to the maturity date of the 2024 Notes. At September 30, 2020 and December 31, 2019, we had borrowings of $70.0 million and $177.9 million, respectively, under the revolver and letters of credit of $13.9 million and $11.7 million, respectively, outstanding under the Credit Agreement. At September 30, 2020 and December 31, 2019, we had $316.1 million and $209.3 million, respectively, available for borrowing. The December 31, 2019 availability reflected letters of credit associated with discontinued operations of $1.1 million. There were no letters of credit associated with discontinued operations as of September 30, 2020. We also had letters of credit and bank guarantees outstanding for $2.4 million, of which $0.8 million are in process of being transferred to the buyer of Movianto, and $1.6 million and $1.5 million as of September 30, 2020 and December 31, 2019, respectively, which supports certain leased facilities as well as other normal business activities in the United States and Europe. These letters of credit and guarantees were issued independent of the Credit Agreement. We also have a Security and Pledge Agreement (the Security Agreement) pursuant to which we granted collateral on behalf of the holders of the 2021 Notes, the holders of the 2024 Notes, and the parties secured under the Credit Agreement (the Secured Parties) including first priority liens and security interests in (a) all present and future shares of capital stock owned by the Credit Parties (as defined) in the Credit Parties’ present and future subsidiaries of each Credit Party and (b) all present and future personal property and assets of the Credit Parties, subject to certain exceptions. The Fifth Amendment to the Credit Agreement included additional collateral requirements if the Credit Parties, including an obligation to pledge our owned U.S. real estate and the remaining equity interests in foreign subsidiaries. On February 19, 2020, we entered into an accounts receivable securitization program (the Receivables Securitization Program). Pursuant to the Receivables Securitization Program the aggregate principal amount of the loans made by the Lenders (as defined) will not exceed $325 million outstanding at any time. The interest rate under the Receivables Securitization Program is based on a spread over the London Interbank Offered Rate (LIBOR) dependent on the tranche period thereto and any breakage fees accrued. Under the Receivables Securitization Program, certain of our subsidiaries sell substantially all of their accounts receivable balances to our wholly owned special purpose entity, O&M Funding LLC. The Receivables Securitization Program matures on February 17, 2023. Our Receivables Securitization Program has a “springing maturity date” with respect to the Term A Loans. If the outstanding balance of the Term A loans have not been paid in full as of the date 91 days prior to the maturity date of the Term A Loans, then the Scheduled Termination Date (as defined in the Receivables Financing Agreement) of the Receivables Securitization Program shall be the date that is 91 days prior to the maturity date of the Term A Loans. In February 2020, we drew $150 million from the Receivables Securitization Program to repay portions of the Term A Loans, consistent with the terms of the Fifth Amendment to the Credit Agreement. The Fifth Amendment to the Credit Agreement requires that any additional draws on the Receivables Securitization Program are restricted for use to repay the 2021 Notes or Term A loans to the extent those instruments are outstanding. The Credit Agreement, Receivables Securitization Program, and Senior Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of either agreement. The terms of the Credit Agreement also require the company to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture. We were in compliance with our debt covenants at September 30, 2020. As of September 30, 2020, scheduled future principal payments of debt were $12.4 million in 2020, $228.5 million in 2021, $218.8 million in 2022, $155.0 million in 2023, $251.0 million in 2024, and $468.8 million thereafter. Current maturities include scheduled principal payments within the next 12 months of $44.6 million and $5.0 million for our Term A and Term B Loans, respectively, $1.0 million in short-term finance leases, and $178.5 million related to our 2021 Notes. |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans We have a noncontributory, unfunded retirement plan for certain retirees in the United States. Certain of our foreign subsidiaries also have defined benefit pension plans covering substantially all of their respective employees. The components of net periodic benefit cost for the three and nine months ended September 30, 2020 and 2019, respectively, were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Service cost $ 362 $ 332 $ 1,073 $ 991 Interest cost 498 601 1,488 1,801 Recognized net actuarial loss 214 260 642 780 Net periodic benefit cost $ 1,074 $ 1,193 $ 3,203 $ 3,572 |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DerivativesWe are directly and indirectly affected by changes in foreign currency, which may adversely impact our financial performance and are referred to as “market risks.” When deemed appropriate, we use derivatives as a risk management tool to mitigate the potential impact of certain market risks. We do not enter into derivative financial instruments for trading purposes. We enter into foreign currency contracts to manage our foreign exchange exposure related to certain balance sheet items that do not meet the requirements for hedge accounting. These derivative instruments are adjusted to fair value at the end of each period through earnings. The gain or loss recorded on these instruments is substantially offset by the remeasurement adjustment on the foreign currency denominated asset or liability. We pay interest under our Credit Agreement and Receivables Securitization Program, which fluctuate based on changes in our benchmark interest rates. In order to mitigate the risk of increases in benchmark rates, we enter into interest rate swaps whereby we agree to exchange with the counterparty, at specified intervals, the difference between fixed and variable amounts calculated by reference to the notional amount. The interest rate swaps were designated as cash flow hedges. Cash flows related to the interest rate swap agreements are included in interest expense. We determine the fair value of our foreign currency derivatives and our interest rate swaps based on observable market-based inputs or unobservable inputs that are corroborated by market data. We do not view the fair value of our derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying exposure. All derivatives are carried at fair value in our consolidated balance sheets in other assets, net and other liabilities. We consider the risk of counterparty default to be minimal. We report cash flows from our hedging instruments in the same cash flow statement category as the hedged items. The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of September 30, 2020: Derivative Assets Derivative Liabilities Notional Amount Maturity Date Classification Fair Value Classification Fair Value Cash flow hedges Interest rate swaps $ 300,000 May 2022 and May 2025 Other assets, net $ — Other liabilities $ 19,807 Economic (non-designated) hedges Foreign currency contracts $ 28,900 October 2020 Other assets, net $ 149 Other liabilities $ — We terminated $150 million in notional value of interest rate swaps on September 30, 2020. The remaining balance of the fair value adjustments of $10.7 million, which related to these terminated interest rate swaps within accumulated other comprehensive loss, will be recognized in interest expense ratably over the remaining life of the Term B Loan. The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2019: Derivative Assets Derivative Liabilities Notional Amount Maturity Date Classification Fair Value Classification Fair Value Cash flow hedges Interest rate swaps $ 450,000 May 2022 and May 2025 Other assets, net $ — Other liabilities $ 17,436 The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three and nine months ended September 30, 2020: Amount of Gain/(Loss) Recognized in Other Comprehensive Income (Loss) Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of Income/(Expense) Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Interest rate swaps $ (515) $ (19,913) Interest expense, net $ (20,975) $ (65,923) $ (3,028) $ (6,889) The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three and nine months ended September 30, 2019: Amount of Gain/(Loss) Recognized in Other Comprehensive Loss Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of Income/(Expense) Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Interest rate swaps $ (3,356) $ (15,933) Interest expense, net $ (24,050) $ (75,557) $ (632) $ (1,314) Foreign currency contracts $ (28) $ 608 Cost of goods sold $ (2,012,130) $ (6,176,537) $ 262 $ 319 The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. For the three and nine months ended September 30, 2020, we recognized losses of $0.9 million and $2.3 million, respectively, associated with our economic (non-designated) foreign currency contracts. For the three and nine months ended September 30, 2019, we recognized gains of $0.1 million and $1.1 million, respectively, associated with our economic (non-designated) foreign currency contracts. We recorded the change in fair value of derivative instruments and the remeasurement adjustment of the foreign currency denominated asset or liability in other operating (income) expense, net for our foreign exchange contracts. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate was 13.8% and 9.4% for the three and nine months ended September 30, 2020, compared to (126.5)% and 17.8% in the same periods of 2019. The change in these rates resulted primarily from an income tax benefit recorded in the first and third quarters of 2020 associated with the Coronavirus Aid, Relief, and Economic Security (CARES) Act, the mixture of income and losses in jurisdictions in which we operate, and the incremental income tax expense associated with the vesting of restricted stock. In addition, the provision for income taxes reflects an increase in our reserve for uncertain tax positions for the three and nine months ended September 30, 2020 in connection with the IRS’ audit of our 2015 and 2016 consolidated income tax returns described in the subsequent paragraph. The liability for unrecognized tax benefits was $22.5 million at September 30, 2020 and $11.5 million at December 31, 2019. Included in the liability at September 30, 2020 and December 31, 2019 were $1.9 million and $3.1 million, respectively, of tax positions for which ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. On August 26, 2020, we received a Notice of Proposed Adjustment (NOPA) from the Internal Revenue Services (IRS) regarding our 2015 and 2016 Consolidated Income Tax Returns. Within the NOPA, the IRS has asserted that our taxable income for 2015 and 2016 should be higher based on their assessment of the appropriate amount of taxable income that we should report in the United States in connection with our sourcing of products by our foreign subsidiaries for sale in the United |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | Net Income (Loss) per Common Share The following summarizes the calculation of net income (loss) per common share attributable to common shareholders for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended (in thousands, except per share data) 2020 2019 2020 2019 Weighted average shares outstanding - basic 60,786 60,030 60,983 60,498 Dilutive shares 137 — — — Weighted average shares outstanding - diluted 60,923 60,030 60,983 60,498 Income (loss) from continuing operations $ 46,081 $ 3,420 $ 37,332 $ (17,233) Basic and diluted per share $ 0.76 $ 0.06 $ 0.61 $ (0.28) Loss from discontinued operations $ — $ (2,196) $ (58,203) $ (6,115) Basic and diluted per share $ — $ (0.04) $ (0.95) $ (0.11) Net income (loss) $ 46,081 $ 1,224 $ (20,871) $ (23,348) Basic and diluted per share $ 0.76 $ 0.02 $ (0.34) $ (0.39) |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' EquityIn May 2020, we entered into an equity distribution agreement, pursuant to which we may offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $50 million. We intend to use the net proceeds from the sale of our securities offered by this program for the repayment of indebtedness and/or for general corporate and working capital purposes. As of September 30, 2020, no shares were issued and $50 million of common stock remained available under the at-the-market equity financing program.On October 6, 2020, we completed a follow-on equity offering as further described in Note 15 - Subsequent Events |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We periodically evaluate our application of accounting guidance for reportable segments and disclose information about reportable segments based on the way management organizes the enterprise for making operating decisions and assessing performance. We report our business under two segments: Global Solutions and Global Products. The Global Solutions segment includes our United States distribution, outsourced logistics and value-added services business. Global Products manufactures and sources medical surgical products through our production and kitting operations. We evaluate the performance of our segments based on their operating income excluding intangible amortization, acquisition-related and exit and realignment charges, certain purchase price fair value adjustments, and other substantive items that, either as a result of their nature or size, would not be expected to occur as part of our normal business operations on a regular basis. Segment assets exclude inter-segment account balances as we believe their inclusion would be misleading and not meaningful. We believe all inter-segment sales are at prices that approximate market. The following tables present financial information by segment: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Net revenue: Global Solutions $ 1,865,182 $ 2,047,379 $ 5,261,415 $ 6,305,448 Global Products 473,797 359,835 1,235,391 1,070,808 Total segment net revenue 2,338,979 2,407,214 6,496,806 7,376,256 Inter-segment revenue Global Products (151,051) (114,462) (378,466) (355,960) Total inter-segment revenue (151,051) (114,462) (378,466) (355,960) Consolidated net revenue $ 2,187,928 $ 2,292,752 $ 6,118,340 $ 7,020,296 Operating income: Global Solutions $ 10,972 $ 24,916 $ 8,522 $ 64,292 Global Products 89,923 16,897 160,268 42,570 Inter-segment eliminations (8,718) (243) (10,322) 774 Intangible amortization (10,242) (10,614) (31,463) (33,395) Acquisition-related and exit and realignment charges (6,382) (4,522) (18,500) (14,776) Other (1) — (324) — (853) Consolidated operating income $ 75,553 $ 26,110 $ 108,505 $ 58,612 Depreciation and amortization: Global Solutions $ 9,572 $ 11,477 $ 31,273 $ 31,756 Global Products 11,118 13,128 38,221 40,982 Discontinued operations — 4,697 — 15,466 Consolidated depreciation and amortization $ 20,690 $ 29,302 $ 69,494 $ 88,204 Capital expenditures: Global Solutions $ 3,582 $ 2,743 $ 7,545 $ 7,280 Global Products 10,656 6,791 15,808 13,574 Discontinued operations — 3,087 3,027 17,298 Consolidated capital expenditures $ 14,238 $ 12,621 $ 26,380 $ 38,152 (1) 2019 included interest cost and net actuarial losses related to the U.S. Retirement Plan as well as Software as a Service (SaaS) implementation costs associated with the upgrading of our global IT platforms in connection with the redesign of our global information system strategy. September 30, 2020 December 31, 2019 Total assets: Global Solutions $ 2,161,158 $ 2,205,134 Global Products 1,058,701 930,937 Segment assets 3,219,859 3,136,071 Discontinued operations — 439,983 Cash and cash equivalents 77,256 67,030 Consolidated total assets $ 3,297,115 $ 3,643,084 The following table presents net revenue by geographic area, which were attributed based on the location from which we ship products or provide services. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net revenue: United States $ 2,101,074 $ 2,200,284 $ 5,872,143 $ 6,774,965 International 86,854 92,468 246,197 245,331 Consolidated net revenue $ 2,187,928 $ 2,292,752 $ 6,118,340 $ 7,020,296 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework— Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. This ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income (loss). We adopted ASU No. 2018-13 effective beginning January 1, 2020. Its adoption did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant for companies with defined benefit retirement plans. The amendments in ASU No. 2018-14 are effective for fiscal years ending after December 15, 2020 and we do not expect this to have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other (Topic 350): Internal-Use Software. This standard aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted ASU No. 2018-15 effective beginning January 1, 2020. Its adoption did not have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU No. 2019-12 is effective for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We do not expect this to have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments. The Standard is part of FASB’s ongoing project to improve and clarify its Accounting Standards Codification and avoid unintended application. The items addressed are not expected to significantly affect current practice or create a significant administrative cost for most entities. The amendment is divided into issues 1 to 7 with different effective dates as follows: The amendments related to Issue 1, Issue 2, Issue 4, and Issue 5 are conforming amendments. The amendments are effective upon issuance of this update. The amendment related to Issue 3 is a conforming amendment that affects the guidance related to the amendments in ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The effective date of this update for the amendments to ASU No. 2016-01 is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The amendments related to Issue 6 and Issue 7 affect the guidance in the amendments in ASU No. 2016-13, Financial 5 Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. For entities that have not yet adopted the amendments related to ASU No. 2016-13, the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in ASU No. 2016-13, which will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We adopted ASU No. 2020-03 effective beginning January 1, 2020 for Issues 1 through 5. Its adoption did not have a material impact on our consolidated financial statements. We are currently evaluating the potential impact of adopting this guidance for Issues 6 and 7 on our consolidated financial statements and disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We do not expect this to have a material impact on our consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 6, 2020, we completed a follow-on equity offering wherein we sold an aggregate of 8,475,000 shares of our common stock at an offering price of $20.50, resulting in net proceeds to us of approximately $165 million, after deducting expenses relating to the follow-on equity offering, including the underwriters’ discounts and commissions. Pursuant to the underwriting agreement, we granted the underwriters an option to purchase up to an additional 1,271,250 shares of our common stock, which the underwriters exercised in full. Inclusive of this exercised option, net proceeds to us were approximately $190 million, after deducting expenses relating to the follow-on equity offering, including the underwriters’ discounts and commissions. We used the proceeds from the follow-on equity offering to repay the remaining $109 million outstanding balance of Term Loan A-1 at par on October 8, 2020, to repay $52 million of our Term Loan A-2 at par on October 15, 2020, and to repay $30 million of borrowings under the revolving credit facility. On October 30, 2020, we issued a notice of redemption to redeem all of our outstanding 2021 Notes on November 30, 2020 (the “Redemption Date”). The redemption price will include accrued and unpaid interest to, but not including, the Redemption Date, and a redemption premium, equal to the greater of (i) 100% of the principal amount of the 2021 Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, or our) and contain all adjustments (which are comprised only of normal recurring accruals and use of estimates) necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The Movianto business |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Actual results may differ from these estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash includes cash and marketable securities with an original maturity or maturity at acquisition of three months or less. Cash, cash equivalents and restricted cash are stated at cost. Nearly all of our cash, cash equivalents and restricted cash are held in cash depository accounts in major banks in the United States, Europe, and Asia. Cash that is held by a major bank and has restrictions on its availability to us is classified as restricted cash. Restricted cash included in other current assets represents cash held in a designated account as of September 30, 2020 as required by the Fifth Amendment to the Credit Agreement, which stipulates that the cash held within this account is to be used to repay the 2021 Notes or the Term Loans. Restricted cash included in Other assets, net as of September 30, 2020 represents cash |
Fair Value | The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable reported in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The carrying amount of restricted cash also approximates fair value due to its nature. The fair value of debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings, and average remaining maturities (Level 2). See Note 6 for the fair value of debt. The fair value of interest rate swaps and foreign currency contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. See Note 8 for the fair value of derivatives. |
Segment Reporting | We periodically evaluate our application of accounting guidance for reportable segments and disclose information about reportable segments based on the way management organizes the enterprise for making operating decisions and assessing performance. We report our business under two segments: Global Solutions and Global Products. The Global Solutions segment includes our United States distribution, outsourced logistics and value-added services business. Global Products manufactures and sources medical surgical products through our production and kitting operations. We evaluate the performance of our segments based on their operating income excluding intangible amortization, acquisition-related and exit and realignment charges, certain purchase price fair value adjustments, and other substantive items that, either as a result of their nature or size, would not be expected to occur as part of our normal business operations on a regular basis. |
Recent Accounting Pronouncements | In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework— Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. This ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income (loss). We adopted ASU No. 2018-13 effective beginning January 1, 2020. Its adoption did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant for companies with defined benefit retirement plans. The amendments in ASU No. 2018-14 are effective for fiscal years ending after December 15, 2020 and we do not expect this to have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other (Topic 350): Internal-Use Software. This standard aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted ASU No. 2018-15 effective beginning January 1, 2020. Its adoption did not have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU No. 2019-12 is effective for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We do not expect this to have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments. The Standard is part of FASB’s ongoing project to improve and clarify its Accounting Standards Codification and avoid unintended application. The items addressed are not expected to significantly affect current practice or create a significant administrative cost for most entities. The amendment is divided into issues 1 to 7 with different effective dates as follows: The amendments related to Issue 1, Issue 2, Issue 4, and Issue 5 are conforming amendments. The amendments are effective upon issuance of this update. The amendment related to Issue 3 is a conforming amendment that affects the guidance related to the amendments in ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The effective date of this update for the amendments to ASU No. 2016-01 is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The amendments related to Issue 6 and Issue 7 affect the guidance in the amendments in ASU No. 2016-13, Financial 5 Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. For entities that have not yet adopted the amendments related to ASU No. 2016-13, the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in ASU No. 2016-13, which will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We adopted ASU No. 2020-03 effective beginning January 1, 2020 for Issues 1 through 5. Its adoption did not have a material impact on our consolidated financial statements. We are currently evaluating the potential impact of adopting this guidance for Issues 6 and 7 on our consolidated financial statements and disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We do not expect this to have a material impact on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of those same amounts presented in the accompanying consolidated statements of cash flows. September 30, 2020 December 31, 2019 Cash and cash equivalents $ 77,256 $ 67,030 Restricted cash included in Other current assets 133,899 — Restricted cash included in Other assets, net 16,324 16,261 Cash of discontinued operations — 1,396 Total cash, cash equivalents and restricted cash $ 227,479 $ 84,687 |
Schedule of Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of those same amounts presented in the accompanying consolidated statements of cash flows. September 30, 2020 December 31, 2019 Cash and cash equivalents $ 77,256 $ 67,030 Restricted cash included in Other current assets 133,899 — Restricted cash included in Other assets, net 16,324 16,261 Cash of discontinued operations — 1,396 Total cash, cash equivalents and restricted cash $ 227,479 $ 84,687 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table summarizes the financial results of our discontinued operations for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net revenue $ — $ 106,265 $ 226,759 $ 324,308 Cost of goods sold — 24,399 53,923 78,729 Gross margin — 81,866 172,836 245,579 Distribution, selling, and administrative expenses — 81,565 157,512 245,562 Loss on divestiture — — 65,472 — Acquisition-related and exit and realignment charges — 383 4,825 774 Other operating income, net — (20) (388) (492) Operating loss — (62) (54,585) (265) Interest expense, net — 1,887 3,144 5,162 Loss from discontinued operations before income taxes — (1,949) (57,729) (5,427) Income tax provision from discontinued operations — 247 474 688 Loss from discontinued operations, net of tax $ — $ (2,196) $ (58,203) $ (6,115) We suspended depreciation and amortization on assets that are held-for-sale, including right-of-use assets recorded in accordance with ASU No. 2016-02, for the nine months ended September 30, 2020. All revenue and expense included in discontinued operations during the nine months ended September 30, 2020 relates to activity through the Divestiture Date. No revenue or expense have been recorded in discontinued operations related to the disposal group subsequent to the Divestiture Date. We have entered into transition services agreements with a subsidiary of the Buyer, pursuant to which we and a subsidiary of the Buyer will provide to each other various transitional services. Certain transition service arrangement costs and reimbursements were recorded during the three and nine months ended September 30, 2020. These amounts were immaterial for the three and nine months ended September 30, 2020. The assets and liabilities of the discontinued Movianto business reflected on the consolidated balance sheet at December 31, 2019 were as follows: December 31, 2019 Assets of discontinued operations Cash and cash equivalents $ 1,396 Accounts receivable, net 78,643 Merchandise inventories 16,058 Other current assets 188,853 Current assets of discontinued operations 284,950 Property and equipment, net 65,710 Intangible assets, net 6,579 Other assets, net 27,431 Operating lease assets 87,425 Valuation allowance on disposal group classified as held-for-sale (32,112) Total assets of discontinued operations $ 439,983 Liabilities of discontinued operations Accounts payable $ 53,981 Other current liabilities 182,980 Current liabilities of discontinued operations 236,961 Long-term debt, excluding current portion 5,523 Operating lease liabilities, excluding current portion 76,270 Other liabilities 4,757 Total liabilities of discontinued operations $ 323,511 September 30, 2020 September 30, 2019 Operating Activities: Depreciation and amortization $ — $ 15,466 Loss on divestiture 65,472 — Investing Activities: Capital expenditures 3,027 17,298 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in carrying amount of goodwill | The following table summarizes the goodwill balances by segment and the changes in the carrying amount of goodwill through September 30, 2020: Global Solutions Global Products Consolidated Carrying amount of goodwill, December 31, 2019 $ 283,905 $ 109,276 $ 393,181 Currency translation adjustments — (2,786) (2,786) Carrying amount of goodwill, September 30, 2020 $ 283,905 $ 106,490 $ 390,395 |
Intangible assets | Intangible assets at September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 December 31, 2019 Customer Tradenames Other Customer Tradenames Other Gross intangible assets $ 268,179 $ 90,000 $ 43,238 $ 270,693 $ 90,000 $ 43,055 Accumulated amortization (113,999) (22,791) (13,012) (92,947) (16,520) (9,263) Net intangible assets $ 154,180 $ 67,209 $ 30,226 $ 177,746 $ 73,480 $ 33,792 Weighted average useful life 10 years 11 years 8 years 10 years 11 years 8 years |
Exit and Realignment Costs (Tab
Exit and Realignment Costs (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Summary of exit and realignment charges by segment | Exit and realignment charges by segment for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Global Solutions segment $ 2,714 $ 969 $ 6,255 $ 3,149 Global Products segment 2,877 11 3,364 252 Total exit and realignment charges $ 5,591 $ 980 $ 9,619 $ 3,401 |
Schedule of restructuring and related costs accrual activity | The following table summarizes the activity related to exit and realignment cost accruals through September 30, 2020 and 2019: Total Accrued exit and realignment costs, December 31, 2019 $ 8,162 Provision for exit and realignment activities: Severance 1,391 Information system restructuring costs 183 Other 255 Cash payments (5,799) Accrued exit and realignment costs, March 31, 2020 4,192 Provision for exit and realignment activities: Severance 809 Information system restructuring costs 671 Other 720 Cash payments (2,072) Accrued exit and realignment costs, June 30, 2020 4,320 Provision for exit and realignment activities: Severance 1,950 Information system restructuring costs 77 Other 3,564 Cash payments (7,083) Accrued exit and realignment costs, September 30, 2020 $ 2,828 Accrued exit and realignment costs, December 31, 2018 $ 7,477 Provision for exit and realignment activities: Severance 360 Information system restructuring costs 261 Other 83 Cash payments (2,206) Accrued exit and realignment costs, March 31, 2019 5,975 Provision for exit and realignment activities: Severance 1,008 Information system restructuring costs 705 Other 4 Cash payments (2,301) Accrued exit and realignment costs, June 30, 2019 5,391 Provision for exit and realignment activities: Severance 305 Information system restructuring costs 664 Other 11 Cash payments (2,586) Accrued exit and realignment costs, September 30, 2019 $ 3,785 |
Debt - (Tables)
Debt - (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt consists of the following: September 30, 2020 December 31, 2019 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 3.875% Senior Notes, due September 2021 $ 178,485 $ 180,307 $ 236,234 $ 229,356 4.375% Senior Notes, due December 2024 244,697 245,122 273,978 212,086 Term A Loans, due July 2022 196,489 199,619 377,420 383,050 Term B Loan, due April 2025 478,127 475,913 480,337 442,217 Revolver 70,000 70,000 177,900 177,900 Receivables Securitization Program 147,580 150,000 — — Finance leases and other 13,371 13,371 13,783 13,783 Total debt 1,328,749 1,334,332 1,559,652 1,458,392 Less current maturities (229,104) (230,784) (51,237) (51,237) Long-term debt $ 1,099,645 $ 1,103,548 $ 1,508,415 $ 1,407,155 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of components of net periodic benefit cost for domestic retirement plan | The components of net periodic benefit cost for the three and nine months ended September 30, 2020 and 2019, respectively, were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Service cost $ 362 $ 332 $ 1,073 $ 991 Interest cost 498 601 1,488 1,801 Recognized net actuarial loss 214 260 642 780 Net periodic benefit cost $ 1,074 $ 1,193 $ 3,203 $ 3,572 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of September 30, 2020: Derivative Assets Derivative Liabilities Notional Amount Maturity Date Classification Fair Value Classification Fair Value Cash flow hedges Interest rate swaps $ 300,000 May 2022 and May 2025 Other assets, net $ — Other liabilities $ 19,807 Economic (non-designated) hedges Foreign currency contracts $ 28,900 October 2020 Other assets, net $ 149 Other liabilities $ — We terminated $150 million in notional value of interest rate swaps on September 30, 2020. The remaining balance of the fair value adjustments of $10.7 million, which related to these terminated interest rate swaps within accumulated other comprehensive loss, will be recognized in interest expense ratably over the remaining life of the Term B Loan. The following table summarizes the terms and fair value of our outstanding derivative financial instruments as of December 31, 2019: Derivative Assets Derivative Liabilities Notional Amount Maturity Date Classification Fair Value Classification Fair Value Cash flow hedges Interest rate swaps $ 450,000 May 2022 and May 2025 Other assets, net $ — Other liabilities $ 17,436 |
Schedule of cash flow hedges included in accumulated other comprehensive income (loss) | The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three and nine months ended September 30, 2020: Amount of Gain/(Loss) Recognized in Other Comprehensive Income (Loss) Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of Income/(Expense) Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Interest rate swaps $ (515) $ (19,913) Interest expense, net $ (20,975) $ (65,923) $ (3,028) $ (6,889) The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. The following table summarizes the effect of cash flow hedge accounting on our consolidated statements of operations for the three and nine months ended September 30, 2019: Amount of Gain/(Loss) Recognized in Other Comprehensive Loss Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of Income/(Expense) Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Interest rate swaps $ (3,356) $ (15,933) Interest expense, net $ (24,050) $ (75,557) $ (632) $ (1,314) Foreign currency contracts $ (28) $ 608 Cost of goods sold $ (2,012,130) $ (6,176,537) $ 262 $ 319 The amount of ineffectiveness associated with these contracts was immaterial for the periods presented. |
Net Income (Loss) per Common _2
Net Income (Loss) per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Summary of calculation of net loss per common share | The following summarizes the calculation of net income (loss) per common share attributable to common shareholders for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended (in thousands, except per share data) 2020 2019 2020 2019 Weighted average shares outstanding - basic 60,786 60,030 60,983 60,498 Dilutive shares 137 — — — Weighted average shares outstanding - diluted 60,923 60,030 60,983 60,498 Income (loss) from continuing operations $ 46,081 $ 3,420 $ 37,332 $ (17,233) Basic and diluted per share $ 0.76 $ 0.06 $ 0.61 $ (0.28) Loss from discontinued operations $ — $ (2,196) $ (58,203) $ (6,115) Basic and diluted per share $ — $ (0.04) $ (0.95) $ (0.11) Net income (loss) $ 46,081 $ 1,224 $ (20,871) $ (23,348) Basic and diluted per share $ 0.76 $ 0.02 $ (0.34) $ (0.39) |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Changes in accumulated other comprehensive income (loss) by component | The following table shows the changes in accumulated other comprehensive loss by component for the three and nine months ended September 30, 2020 and 2019: Retirement Plans Currency Derivatives Total Accumulated other comprehensive loss, June 30, 2020 $ (13,926) $ (23,471) $ (24,188) $ (61,585) Other comprehensive income (loss) before reclassifications — 5,173 (516) 4,657 Income tax — — 40 40 Other comprehensive income (loss) before reclassifications, net of tax — 5,173 (476) 4,697 Amounts reclassified from accumulated other comprehensive loss 214 — 3,028 3,242 Income tax (47) — (871) (918) Amounts reclassified from accumulated other comprehensive loss, net of tax 167 — 2,157 2,324 Other comprehensive income 167 5,173 1,681 7,021 Accumulated other comprehensive loss, September 30, 2020 $ (13,759) $ (18,298) $ (22,507) $ (54,564) Retirement Plans Currency Translation Adjustments Derivatives Total Accumulated other comprehensive loss, June 30, 2019 $ (7,752) $ (29,306) $ (12,590) $ (49,648) Other comprehensive loss before reclassifications — (9,038) (3,384) (12,422) Income tax — — 1,314 1,314 Other comprehensive loss before reclassifications, net of tax — (9,038) (2,070) (11,108) Amounts reclassified from accumulated other comprehensive loss 260 — 370 630 Income tax (61) — (89) (150) Amounts reclassified from accumulated other comprehensive loss, net of tax 199 — 281 480 Other comprehensive income (loss) 199 (9,038) (1,789) (10,628) Accumulated other comprehensive loss, September 30, 2019 $ (7,553) $ (38,344) $ (14,379) $ (60,276) Retirement Plans Currency Translation Adjustments Derivatives Total Accumulated other comprehensive loss, December 31, 2019 $ (14,691) $ (25,301) $ (12,715) $ (52,707) Other comprehensive loss before reclassifications — (8,577) (19,913) (28,490) Income tax — — 5,113 5,113 Other comprehensive loss before reclassifications, net of tax — (8,577) (14,800) (23,377) Amounts reclassified from accumulated other comprehensive loss 1,067 15,580 6,889 23,536 Income tax (135) — (1,881) (2,016) Amounts reclassified from accumulated other comprehensive loss, net of tax 932 15,580 5,008 21,520 Other comprehensive income (loss) 932 7,003 (9,792) (1,857) Accumulated other comprehensive loss, September 30, 2020 $ (13,759) $ (18,298) $ (22,507) $ (54,564) Retirement Plans Currency Derivatives Total Accumulated other comprehensive loss, December 31, 2018 $ (8,146) $ (32,551) $ (4,915) $ (45,612) Other comprehensive loss before reclassifications — (5,793) (15,325) (21,118) Income tax — — 5,204 5,204 Other comprehensive loss before reclassifications, net of tax — (5,793) (10,121) (15,914) Amounts reclassified from accumulated other comprehensive loss 780 — 995 1,775 Income tax (187) — (338) (525) Amounts reclassified from accumulated other comprehensive loss, net of tax 593 — 657 1,250 Other comprehensive income (loss) 593 (5,793) (9,464) (14,664) Accumulated other comprehensive loss, September 30, 2019 $ (7,553) $ (38,344) $ (14,379) $ (60,276) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Financial information by segment | The following tables present financial information by segment: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Net revenue: Global Solutions $ 1,865,182 $ 2,047,379 $ 5,261,415 $ 6,305,448 Global Products 473,797 359,835 1,235,391 1,070,808 Total segment net revenue 2,338,979 2,407,214 6,496,806 7,376,256 Inter-segment revenue Global Products (151,051) (114,462) (378,466) (355,960) Total inter-segment revenue (151,051) (114,462) (378,466) (355,960) Consolidated net revenue $ 2,187,928 $ 2,292,752 $ 6,118,340 $ 7,020,296 Operating income: Global Solutions $ 10,972 $ 24,916 $ 8,522 $ 64,292 Global Products 89,923 16,897 160,268 42,570 Inter-segment eliminations (8,718) (243) (10,322) 774 Intangible amortization (10,242) (10,614) (31,463) (33,395) Acquisition-related and exit and realignment charges (6,382) (4,522) (18,500) (14,776) Other (1) — (324) — (853) Consolidated operating income $ 75,553 $ 26,110 $ 108,505 $ 58,612 Depreciation and amortization: Global Solutions $ 9,572 $ 11,477 $ 31,273 $ 31,756 Global Products 11,118 13,128 38,221 40,982 Discontinued operations — 4,697 — 15,466 Consolidated depreciation and amortization $ 20,690 $ 29,302 $ 69,494 $ 88,204 Capital expenditures: Global Solutions $ 3,582 $ 2,743 $ 7,545 $ 7,280 Global Products 10,656 6,791 15,808 13,574 Discontinued operations — 3,087 3,027 17,298 Consolidated capital expenditures $ 14,238 $ 12,621 $ 26,380 $ 38,152 (1) 2019 included interest cost and net actuarial losses related to the U.S. Retirement Plan as well as Software as a Service (SaaS) implementation costs associated with the upgrading of our global IT platforms in connection with the redesign of our global information system strategy. |
Consolidated total assets | September 30, 2020 December 31, 2019 Total assets: Global Solutions $ 2,161,158 $ 2,205,134 Global Products 1,058,701 930,937 Segment assets 3,219,859 3,136,071 Discontinued operations — 439,983 Cash and cash equivalents 77,256 67,030 Consolidated total assets $ 3,297,115 $ 3,643,084 |
Schedule of revenue from external customers and long-lived assets, by geographical | The following table presents net revenue by geographic area, which were attributed based on the location from which we ship products or provide services. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net revenue: United States $ 2,101,074 $ 2,200,284 $ 5,872,143 $ 6,774,965 International 86,854 92,468 246,197 245,331 Consolidated net revenue $ 2,187,928 $ 2,292,752 $ 6,118,340 $ 7,020,296 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 77,256 | $ 67,030 | ||
Restricted cash included in Other current assets | 133,899 | 0 | ||
Restricted cash included in Other assets, net | 16,324 | 16,261 | ||
Cash of discontinued operations | 0 | 1,396 | ||
Total cash, cash equivalents and restricted cash | $ 227,479 | $ 84,687 | $ 113,003 | $ 103,367 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - Movianto - Discontinued Operations, Held-for-sale - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Jun. 18, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash consideration | $ 133 | |
Expected working capital adjustment | $ 42 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Financial Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on divestiture | $ 65,472 | $ 0 | ||
Loss from discontinued operations, net of tax | $ 0 | $ (2,196) | (58,203) | (6,115) |
Movianto | Discontinued Operations, Held-for-sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenue | 0 | 106,265 | 226,759 | 324,308 |
Cost of goods sold | 0 | 24,399 | 53,923 | 78,729 |
Gross margin | 0 | 81,866 | 172,836 | 245,579 |
Distribution, selling, and administrative expenses | 0 | 81,565 | 157,512 | 245,562 |
Loss on divestiture | 0 | 0 | 65,472 | 0 |
Acquisition-related and exit and realignment charges | 0 | 383 | 4,825 | 774 |
Other operating income, net | 0 | (20) | (388) | (492) |
Operating loss | 0 | (62) | (54,585) | (265) |
Interest expense, net | 0 | 1,887 | 3,144 | 5,162 |
Loss from discontinued operations before income taxes | 0 | (1,949) | (57,729) | (5,427) |
Income tax provision from discontinued operations | 0 | 247 | 474 | 688 |
Loss from discontinued operations, net of tax | $ 0 | $ (2,196) | $ (58,203) | $ (6,115) |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Discontinued Operations on the Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets of discontinued operations | ||
Current assets of discontinued operations | $ 0 | $ 439,983 |
Total assets of discontinued operations | 0 | 439,983 |
Liabilities of discontinued operations | ||
Current liabilities of discontinued operations | $ 0 | 323,511 |
Movianto | Discontinued Operations, Held-for-sale | ||
Assets of discontinued operations | ||
Cash and cash equivalents | 1,396 | |
Accounts receivable, net | 78,643 | |
Merchandise inventories | 16,058 | |
Other current assets | 188,853 | |
Current assets of discontinued operations | 284,950 | |
Property and equipment, net | 65,710 | |
Intangible assets, net | 6,579 | |
Other assets, net | 27,431 | |
Operating lease assets | 87,425 | |
Valuation allowance on disposal group classified as held-for-sale | (32,112) | |
Total assets of discontinued operations | 439,983 | |
Liabilities of discontinued operations | ||
Accounts payable | 53,981 | |
Other current liabilities | 182,980 | |
Current liabilities of discontinued operations | 236,961 | |
Long-term debt, excluding current portion | 5,523 | |
Operating lease liabilities, excluding current portion | 76,270 | |
Other liabilities | 4,757 | |
Total liabilities of discontinued operations | $ 323,511 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Cash Flow Information for Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Activities: | ||||
Depreciation and amortization | $ 0 | $ 4,697 | $ 0 | $ 15,466 |
Loss on divestiture | 65,472 | 0 | ||
Investing Activities: | ||||
Capital expenditures | 0 | 3,087 | 3,027 | 17,298 |
Movianto | Discontinued Operations, Held-for-sale | ||||
Operating Activities: | ||||
Depreciation and amortization | 0 | 15,466 | ||
Loss on divestiture | $ 0 | $ 0 | 65,472 | 0 |
Investing Activities: | ||||
Capital expenditures | $ 3,027 | $ 17,298 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2019 | $ 393,181 |
Currency translation adjustments | (2,786) |
Carrying amount of goodwill, September 30, 2020 | 390,395 |
Global Solutions | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2019 | 283,905 |
Currency translation adjustments | 0 |
Carrying amount of goodwill, September 30, 2020 | 283,905 |
Global Products | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2019 | 109,276 |
Currency translation adjustments | (2,786) |
Carrying amount of goodwill, September 30, 2020 | $ 106,490 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 251,615 | $ 285,018 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 268,179 | 270,693 |
Accumulated amortization | (113,999) | (92,947) |
Net intangible assets | $ 154,180 | $ 177,746 |
Weighted average useful life (in years) | 10 years | 10 years |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 90,000 | $ 90,000 |
Accumulated amortization | (22,791) | (16,520) |
Net intangible assets | $ 67,209 | $ 73,480 |
Weighted average useful life (in years) | 11 years | 11 years |
Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 43,238 | $ 43,055 |
Accumulated amortization | (13,012) | (9,263) |
Net intangible assets | $ 30,226 | $ 33,792 |
Weighted average useful life (in years) | 8 years | 8 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, net | $ 251,615 | $ 251,615 | $ 285,018 | ||
Amortization expense for intangible assets | 10,200 | $ 10,600 | 31,500 | $ 33,400 | |
Estimated amortization expense for the remainder of 2020 | 10,400 | 10,400 | |||
Estimated amortization expense for 2021 | 39,800 | 39,800 | |||
Estimated amortization expense for 2022 | 38,900 | 38,900 | |||
Estimated amortization expense for 2023 | 38,700 | 38,700 | |||
Estimated amortization expense for 2024 | 33,900 | 33,900 | |||
Estimated amortization expense for 2025 | 28,200 | 28,200 | |||
Global Solutions | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, net | 67,200 | 67,200 | |||
Global Products | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, net | $ 184,400 | $ 184,400 |
Exit and Realignment Costs - Ad
Exit and Realignment Costs - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Exit and realignment charges | $ 5,591 | $ 980 | $ 9,619 | $ 3,401 |
Acquisition-related and exit and realignment charges | 6,382 | 4,522 | 18,500 | 14,776 |
Exit and Realignment Charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition-related and exit and realignment charges | 800 | 3,500 | 8,900 | 11,400 |
Global Solutions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit and realignment charges | 2,714 | 969 | 6,255 | 3,149 |
Global Products | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit and realignment charges | $ 2,877 | $ 11 | $ 3,364 | $ 252 |
Exit and Realignment Costs - Ac
Exit and Realignment Costs - Accrual for Exit and Realignment Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Restructuring Reserve [Roll Forward] | ||||||
Accrued exit and realignment costs, beginning of period | $ 4,320 | $ 4,192 | $ 8,162 | $ 5,391 | $ 5,975 | $ 7,477 |
Cash payments | (7,083) | (2,072) | (5,799) | (2,586) | (2,301) | (2,206) |
Accrued exit and realignment costs, end of period | 2,828 | 4,320 | 4,192 | 3,785 | 5,391 | 5,975 |
Severance | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Provision for exit and realignment activities: | 1,950 | 809 | 1,391 | 305 | 1,008 | 360 |
Information system restructuring costs | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Provision for exit and realignment activities: | 77 | 671 | 183 | 664 | 705 | 261 |
Other | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Provision for exit and realignment activities: | $ 3,564 | $ 720 | $ 255 | $ 11 | $ 4 | $ 83 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Senior Notes | 2021 Notes | ||
Debt Instrument [Line Items] | ||
Interest rate of debt | 3.875% | |
Senior Notes | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Interest rate of debt | 4.375% | |
Carrying Amount | ||
Debt Instrument [Line Items] | ||
Total debt | $ 1,328,749 | $ 1,559,652 |
Less current maturities | (229,104) | (51,237) |
Long-term debt | 1,099,645 | 1,508,415 |
Carrying Amount | Finance leases and other | ||
Debt Instrument [Line Items] | ||
Total debt | 13,371 | 13,783 |
Carrying Amount | Senior Notes | 3.875% Senior Notes, due September 2021 | ||
Debt Instrument [Line Items] | ||
Total debt | 178,485 | 236,234 |
Carrying Amount | Senior Notes | 4.375% Senior Notes, due December 2024 | ||
Debt Instrument [Line Items] | ||
Total debt | 244,697 | 273,978 |
Carrying Amount | Term Loan | Term A Loans, due July 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | 196,489 | 377,420 |
Carrying Amount | Term Loan | Term B Loan, due April 2025 | ||
Debt Instrument [Line Items] | ||
Total debt | 478,127 | 480,337 |
Carrying Amount | Revolver | Revolver | ||
Debt Instrument [Line Items] | ||
Total debt | 70,000 | 177,900 |
Carrying Amount | Secured Debt | Receivables Securitization Program | ||
Debt Instrument [Line Items] | ||
Total debt | 147,580 | 0 |
Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | 1,334,332 | 1,458,392 |
Less current maturities | (230,784) | (51,237) |
Long-term debt | 1,103,548 | 1,407,155 |
Estimated Fair Value | Finance leases and other | ||
Debt Instrument [Line Items] | ||
Total debt | 13,371 | 13,783 |
Estimated Fair Value | Senior Notes | 3.875% Senior Notes, due September 2021 | ||
Debt Instrument [Line Items] | ||
Total debt | 180,307 | 229,356 |
Estimated Fair Value | Senior Notes | 4.375% Senior Notes, due December 2024 | ||
Debt Instrument [Line Items] | ||
Total debt | 245,122 | 212,086 |
Estimated Fair Value | Term Loan | Term A Loans, due July 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | 199,619 | 383,050 |
Estimated Fair Value | Term Loan | Term B Loan, due April 2025 | ||
Debt Instrument [Line Items] | ||
Total debt | 475,913 | 442,217 |
Estimated Fair Value | Revolver | Revolver | ||
Debt Instrument [Line Items] | ||
Total debt | 70,000 | 177,900 |
Estimated Fair Value | Secured Debt | Receivables Securitization Program | ||
Debt Instrument [Line Items] | ||
Total debt | $ 150,000 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Oct. 15, 2020 | Jul. 02, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Feb. 29, 2020 | Feb. 19, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 270,399,000 | $ 40,700,000 | |||||
Proceeds from divestiture | 133,000,000 | $ 0 | |||||
Short-term finance leases | 1,000,000 | ||||||
Discontinued Operations, Held-for-sale | Movianto | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from divestiture | 78,900,000 | ||||||
Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 400,000,000 | ||||||
Debt convent, springing maturity date, period | 91 days | ||||||
Borrowings outstanding | $ 70,000,000 | $ 177,900,000 | |||||
Remaining borrowing capacity | 316,100,000 | 209,300,000 | |||||
Revolver | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 30,000,000 | ||||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, outstanding | 675,000,000 | ||||||
Replaced Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding, amount | 2,400,000 | ||||||
2021 Notes | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 178,000,000 | ||||||
Interest rate of debt | 3.875% | ||||||
Debt issued, percent of par | 99.50% | ||||||
Effective yield percentage | 3.951% | ||||||
Redemption price, percentage | 100.00% | ||||||
Rate of interest discounted | 0.25% | ||||||
Cash tender offer | $ 240,000,000 | ||||||
Repayments of debt | $ 100,000 | 54,100,000 | |||||
Long-term debt, maturities, repayments of principal in twelve months | 178,500,000 | ||||||
2024 Notes | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 245,000,000 | ||||||
Interest rate of debt | 4.375% | ||||||
Debt issued, percent of par | 99.60% | ||||||
Effective yield percentage | 4.422% | ||||||
Redemption price, percentage | 90.00% | ||||||
Rate of interest discounted | 0.30% | ||||||
Cash tender offer | $ 240,000,000 | ||||||
Repayments of debt | 29,000,000 | ||||||
Gain (loss) on extinguishment of debt | $ 2,900,000 | ||||||
2021 and 2024 Notes | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price, percentage | 100.00% | ||||||
Repayments of debt | $ 83,300,000 | ||||||
Debt instrument, repurchase amount | 87,900,000 | ||||||
Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding, amount | 13,900,000 | 11,700,000 | |||||
Remaining borrowing capacity | 1,100,000 | ||||||
European Lease Agreement | Replaced Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding, amount | 1,600,000 | $ 1,500,000 | |||||
Long-term debt, maturities, repayments of principal in 2020 | 12,400,000 | ||||||
Long-term debt, maturities, repayments of principal in 2021 | 228,500,000 | ||||||
Long-term debt, maturities, repayments of principal in 2022 | 218,800,000 | ||||||
Long-term debt, maturities, repayments of principal in 2023 | 155,000,000 | ||||||
Long-term debt, maturities, repayments of principal in 2024 | 251,000,000 | ||||||
Long-term debt, maturities, repayments of principal in the years thereafter | 468,800,000 | ||||||
European Lease Agreement | Replaced Line of Credit | Movianto | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding, amount | $ 800,000 | ||||||
Term B Loan, due April 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Debt convent, springing maturity date, period | 91 days | ||||||
Term B Loan, due April 2025 | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, maturities, repayments of principal in twelve months | $ 5,000,000 | ||||||
Term A Loans, due July 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Debt convent, springing maturity date, period | 91 days | ||||||
Term A Loans, due July 2022 | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, maturities, repayments of principal in twelve months | $ 44,600,000 | ||||||
Base Rate | Term B Loan, due April 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Best instrument, basis spread on variable rate | 3.50% | ||||||
Base Rate | 2021 Notes | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price, percentage | 95.00% | ||||||
Eurodollar | Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Best instrument, basis spread on variable rate | 4.25% | ||||||
Eurodollar | Term B Loan, due April 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Best instrument, basis spread on variable rate | 4.50% | ||||||
Minimum | Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Unused capacity, commitment fee percentage | 0.125% | ||||||
Maximum | Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Unused capacity, commitment fee percentage | 0.25% | ||||||
Maximum | Receivables Securitization Program | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 325,000,000 | ||||||
Debt instrument, repurchase amount | $ 150,000,000 |
Retirement Plans - Components o
Retirement Plans - Components of Net Periodic Benefit Cost (Details) - United States - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 362 | $ 332 | $ 1,073 | $ 991 |
Interest cost | 498 | 601 | 1,488 | 1,801 |
Recognized net actuarial loss | 214 | 260 | 642 | 780 |
Net periodic benefit cost | $ 1,074 | $ 1,193 | $ 3,203 | $ 3,572 |
Derivatives - Summary of the te
Derivatives - Summary of the terms and fair value of our outstanding derivative financial instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Designated as Hedging Instrument | Cash flow hedging | Interest rate swaps | ||
Derivative [Line Items] | ||
Notional amount | $ 300,000 | $ 450,000 |
Not Designated as Hedging Instrument, Economic Hedge | Foreign currency contracts | ||
Derivative [Line Items] | ||
Notional amount | 28,900 | |
Other assets, net | Designated as Hedging Instrument | Cash flow hedging | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative Asset | 0 | 0 |
Other assets, net | Not Designated as Hedging Instrument, Economic Hedge | Foreign currency contracts | ||
Derivative [Line Items] | ||
Derivative Asset | 149 | |
Other liabilities | Designated as Hedging Instrument | Cash flow hedging | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative liabilities | 19,807 | $ 17,436 |
Other liabilities | Not Designated as Hedging Instrument, Economic Hedge | Foreign currency contracts | ||
Derivative [Line Items] | ||
Derivative liabilities | $ 0 |
Derivatives - Summary of the ef
Derivatives - Summary of the effect of cash flow hedge (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain/(Loss) Recognized in Other Comprehensive Income (Loss) | $ (515) | $ (3,356) | $ (19,913) | $ (15,933) |
Foreign currency contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain/(Loss) Recognized in Other Comprehensive Income (Loss) | (28) | 608 | ||
Interest expense, net | Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total Amount of Income/(Expense) Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded | (20,975) | (24,050) | (65,923) | (75,557) |
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | $ (3,028) | (632) | $ (6,889) | (1,314) |
Cost of goods sold | Foreign currency contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total Amount of Income/(Expense) Line Items Presented in the Consolidated Statement of Operations in Which the Effects are Recorded | (2,012,130) | (6,176,537) | ||
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | $ 262 | $ 319 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Gain (loss) on derivative not designed as hedging instrument | $ (0.9) | $ 0.1 | $ (2.3) | $ 1.1 |
Term B Loan, due April 2025 | Term Loan | Interest Expense [Member] | ||||
Derivative [Line Items] | ||||
Liabilities, fair value adjustment | 10.7 | |||
Designated as Hedging Instrument | Interest rate swaps | ||||
Derivative [Line Items] | ||||
Derivative, terminated notional value | $ 150 | $ 150 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 13.80% | (126.50%) | 9.40% | 17.80% | |
Liability for unrecognized tax benefit | $ 22.5 | $ 22.5 | $ 11.5 | ||
Unrecognized tax benefit highly certain | $ 1.9 | $ 1.9 | $ 3.1 |
Net Income (Loss) per Common _3
Net Income (Loss) per Common Share - Summary of Calculation of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||||||
Weighted average number of shares outstanding, basic (in shares) | 60,786 | 60,030 | 60,983 | 60,498 | ||||
Diluted shares (in shares) | 137 | 0 | 0 | 0 | ||||
Weighted average number of shares outstanding, diluted (in shares) | 60,923 | 60,030 | 60,983 | 60,498 | ||||
Income (loss) from continuing operations | $ 46,081 | $ 3,420 | $ 37,332 | $ (17,233) | ||||
Loss from continuing operations per common share: basic and diluted (in usd per share) | $ 0.76 | $ 0.06 | $ 0.61 | $ (0.28) | ||||
Loss from discontinued operations | $ 0 | $ (2,196) | $ (58,203) | $ (6,115) | ||||
Loss from discontinued operations per common share: basic and diluted (in usd per share) | $ 0 | $ (0.04) | $ (0.95) | $ (0.11) | ||||
Net income (loss) | $ 46,081 | $ (55,627) | $ (11,324) | $ 1,224 | $ (10,476) | $ (14,096) | $ (20,871) | $ (23,348) |
Net loss per common share: basic and diluted (in usd per share) | $ 0.76 | $ 0.02 | $ (0.34) | $ (0.39) |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 06, 2020 | May 31, 2020 | Sep. 30, 2020 |
Equity Distribution Agreement | |||
Class of Stock [Line Items] | |||
Number of shares issued in transaction (in shares) | 0 | ||
Aggregate offering price, remaining available amount | $ 50 | ||
Underwriting Agreement | Subsequent Event | |||
Class of Stock [Line Items] | |||
Number of shares issued in transaction (in shares) | 8,475,000 | ||
Sale of stock, price per share (in dollars per share) | $ 20.50 | ||
Sale of stock, consideration received on transaction | $ 165 | ||
Common Stock | Equity Distribution Agreement | |||
Class of Stock [Line Items] | |||
Aggregate offering price | $ 50 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Changes in Accumulated Loss by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | $ 395,162 | $ 496,901 | $ 462,154 | $ 518,419 |
Other comprehensive loss before reclassifications | 4,657 | (12,422) | (28,490) | (21,118) |
Income tax | 40 | 1,314 | 5,113 | 5,204 |
Other comprehensive income (loss) before reclassifications, net of tax | 4,697 | (11,108) | (23,377) | (15,914) |
Amounts reclassified from accumulated other comprehensive loss | 3,242 | 630 | 23,536 | 1,775 |
Income tax | (918) | (150) | (2,016) | (525) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 2,324 | 480 | 21,520 | 1,250 |
Total other comprehensive income (loss), net of tax | 7,021 | (10,628) | (1,857) | (14,664) |
Ending Balance | 451,335 | 491,278 | 451,335 | 491,278 |
Retirement Plans | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (13,926) | (7,752) | (14,691) | (8,146) |
Other comprehensive loss before reclassifications | 0 | 0 | 0 | 0 |
Income tax | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | 214 | 260 | 1,067 | 780 |
Income tax | (47) | (61) | (135) | (187) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 167 | 199 | 932 | 593 |
Total other comprehensive income (loss), net of tax | 167 | 199 | 932 | 593 |
Ending Balance | (13,759) | (7,553) | (13,759) | (7,553) |
Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (23,471) | (29,306) | (25,301) | (32,551) |
Other comprehensive loss before reclassifications | 5,173 | (9,038) | (8,577) | (5,793) |
Income tax | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | 5,173 | (9,038) | (8,577) | (5,793) |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 15,580 | 0 |
Income tax | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0 | 0 | 15,580 | 0 |
Total other comprehensive income (loss), net of tax | 5,173 | (9,038) | 7,003 | (5,793) |
Ending Balance | (18,298) | (38,344) | (18,298) | (38,344) |
Derivatives | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (24,188) | (12,590) | (12,715) | (4,915) |
Other comprehensive loss before reclassifications | (516) | (3,384) | (19,913) | (15,325) |
Income tax | 40 | 1,314 | 5,113 | 5,204 |
Other comprehensive income (loss) before reclassifications, net of tax | (476) | (2,070) | (14,800) | (10,121) |
Amounts reclassified from accumulated other comprehensive loss | 3,028 | 370 | 6,889 | 995 |
Income tax | (871) | (89) | (1,881) | (338) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 2,157 | 281 | 5,008 | 657 |
Total other comprehensive income (loss), net of tax | 1,681 | (1,789) | (9,792) | (9,464) |
Ending Balance | (22,507) | (14,379) | (22,507) | (14,379) |
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (61,585) | (49,648) | (52,707) | (45,612) |
Ending Balance | $ (54,564) | $ (60,276) | $ (54,564) | $ (60,276) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified out of accumulated other comprehensive income related to defined benefit pension plans as component of net periodic benefit cost, actuarial net gain or loss | $ 0.2 | $ 0.3 | $ 1.1 | $ 0.8 |
Discontinued Operations, Held-for-sale | Movianto | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified out of accumulated other comprehensive income related to defined benefit pension plans as component of net periodic benefit cost, actuarial net gain or loss | $ 0.4 |
Segment Information - Financial
Segment Information - Financial Information by Segment (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Net revenue | $ 2,187,928 | $ 2,292,752 | $ 6,118,340 | $ 7,020,296 |
Operating earnings (loss): | 75,553 | 26,110 | 108,505 | 58,612 |
Intangible amortization | (10,200) | (10,600) | (31,500) | (33,400) |
Acquisition-related and exit and realignment charges | (6,382) | (4,522) | (18,500) | (14,776) |
Other | 134 | (1,329) | 3,020 | (2,385) |
Discontinued operations | 0 | 4,697 | 0 | 15,466 |
Consolidated depreciation and amortization | 20,690 | 29,302 | 69,494 | 88,204 |
Discontinued operations | 0 | 3,087 | 3,027 | 17,298 |
Consolidated capital expenditures | 14,238 | 12,621 | 26,380 | 38,152 |
Operating Segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | 2,338,979 | 2,407,214 | 6,496,806 | 7,376,256 |
Operating Segments | Global Solutions | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | 1,865,182 | 2,047,379 | 5,261,415 | 6,305,448 |
Operating earnings (loss): | 10,972 | 24,916 | 8,522 | 64,292 |
Depreciation and amortization | 9,572 | 11,477 | 31,273 | 31,756 |
Capital expenditures | 3,582 | 2,743 | 7,545 | 7,280 |
Operating Segments | Global Products | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | 473,797 | 359,835 | 1,235,391 | 1,070,808 |
Operating earnings (loss): | 89,923 | 16,897 | 160,268 | 42,570 |
Depreciation and amortization | 11,118 | 13,128 | 38,221 | 40,982 |
Capital expenditures | 10,656 | 6,791 | 15,808 | 13,574 |
Intersegment Eliminations | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | (151,051) | (114,462) | (378,466) | (355,960) |
Operating earnings (loss): | (8,718) | (243) | (10,322) | 774 |
Intersegment Eliminations | Global Products | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | (151,051) | (114,462) | (378,466) | (355,960) |
Segment Reconciling Items | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Intangible amortization | (10,242) | (10,614) | (31,463) | (33,395) |
Acquisition-related and exit and realignment charges | (6,382) | (4,522) | (18,500) | (14,776) |
Other | $ 0 | $ (324) | $ 0 | $ (853) |
Segment Information - Consolida
Segment Information - Consolidated Total Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 3,297,115 | $ 3,643,084 |
Discontinued operations | 0 | 439,983 |
Cash and cash equivalents | 77,256 | 67,030 |
Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 3,219,859 | 3,136,071 |
Operating Segments | Global Solutions | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 2,161,158 | 2,205,134 |
Operating Segments | Global Products | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 1,058,701 | $ 930,937 |
Segment Information - Net reven
Segment Information - Net revenue by geographic area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 2,187,928 | $ 2,292,752 | $ 6,118,340 | $ 7,020,296 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 2,101,074 | 2,200,284 | 5,872,143 | 6,774,965 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 86,854 | $ 92,468 | $ 246,197 | $ 245,331 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 30, 2020 | Oct. 15, 2020 | Oct. 08, 2020 | Oct. 06, 2020 | Jul. 02, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Subsequent Event [Line Items] | |||||||
Repayments of long-term debt | $ 270,399 | $ 40,700 | |||||
Revolver | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Repayments of long-term debt | $ 30,000 | ||||||
Term Loan A-1 | Term Loan | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Repayments of long-term debt | $ 109,000 | ||||||
Term Loan A-2 | Term Loan | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Repayments of long-term debt | $ 52,000 | ||||||
2021 Notes | Senior Notes | |||||||
Subsequent Event [Line Items] | |||||||
Repayments of long-term debt | $ 100 | $ 54,100 | |||||
2021 Notes | Senior Notes | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 100.00% | ||||||
2021 Notes | Senior Notes | Subsequent Event | US Treasury (UST) Interest Rate [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Best instrument, basis spread on variable rate | 0.25% | ||||||
Underwriting Agreement | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 8,475,000 | ||||||
Sale of stock, price per share (in dollars per share) | $ 20.50 | ||||||
Sale of stock, consideration received on transaction | $ 165,000 | ||||||
Over-Allotment Option | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 1,271,250 | ||||||
Sale of stock, consideration received on transaction | $ 190,000 |