Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 07, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SYSTEMAX INC | ||
Entity Central Index Key | 0000945114 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 402,385,397 | ||
Entity Common Stock, Shares Outstanding | 37,426,296 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 295.4 | $ 184.5 |
Accounts receivable, net of allowances of $6.6 and $8.5 | 84.1 | 73.1 |
Inventories | 107.3 | 88.2 |
Prepaid expenses and other current assets | 10.6 | 3.3 |
Current assets of discontinued operations | 0 | 145 |
Total current assets | 497.4 | 494.1 |
Property, plant and equipment, net | 14.9 | 14 |
Deferred income taxes | 8.9 | 20.1 |
Goodwill and intangibles | 7.7 | 10.6 |
Other assets | 1.1 | 1.1 |
Long term assets of discontinued operations | 0 | 11.5 |
Total assets | 530 | 551.4 |
Current liabilities: | ||
Accounts payable | 101.1 | 108.1 |
Dividend payable | 243.5 | 55.7 |
Accrued expenses and other current liabilities | 35 | 38.5 |
Current liabilities of discontinued operations | 0 | 113.5 |
Total current liabilities | 379.6 | 315.8 |
Deferred income tax liability | 0.1 | 0.1 |
Other liabilities | 12.6 | 19.9 |
Long term liabilities of discontinued operations | 0 | 3.8 |
Total liabilities | 392.3 | 339.6 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, par value $.01 per share, authorized 25 million shares; issued none | ||
Common stock, par value $.01 per share, authorized 150 million shares; issued 38,861,992 and 38,861,992 shares; outstanding 37,335,467 and 37,093,774 shares | 0.4 | 0.4 |
Additional paid-in capital | 187 | 186.5 |
Treasury stock at cost —1,526,525 and 1,768,218 shares | (25.1) | (21.8) |
Retained earnings | (27.6) | 44.8 |
Accumulated other comprehensive income | 3 | 1.9 |
Total shareholders’ equity | 137.7 | 211.8 |
Total liabilities and shareholders’ equity | $ 530 | $ 551.4 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Accounts receivable, net of allowances of $6.6 and $8.5 | $ 6.6 | $ 8.5 |
Shareholders’ equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 38,861,992 | 38,861,992 |
Common stock, shares outstanding (in shares) | 37,335,467 | 37,093,774 |
Treasury stock at cost (in shares) | 1,526,525 | 1,768,218 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Net sales | $ 896.9 | $ 791.8 | $ 753.1 |
Cost of sales | 589.2 | 518.6 | 514.9 |
Gross profit | 307.7 | 273.2 | 238.2 |
Selling, distribution and administrative expenses | 245.2 | 227.2 | 226.3 |
Special charges, net | 0.8 | 0.3 | 3.9 |
Operating income from continuing operations | 61.7 | 45.7 | 8 |
Foreign currency exchange loss | 0.4 | 0 | 1.2 |
Interest and other (income) expense, net | (1.6) | 0.2 | 0.3 |
Income from continuing operations before income taxes | 62.9 | 45.5 | 6.5 |
(Benefit) provision for income taxes | 13.4 | (20) | 2.6 |
Net income from continuing operations | 49.5 | 65.5 | 3.9 |
Income (loss) from discontinued operations, net of tax | 175.2 | (25.1) | (36.5) |
Net income (loss) | $ 224.7 | $ 40.4 | $ (32.6) |
Net income per common share from continuing operations: | |||
Net income per share from continuing operations-basic (in dollars per share) | $ 1.34 | $ 1.77 | $ 0.10 |
Net income per share from continuing operations-diluted (in dollars per share) | 1.31 | 1.74 | 0.10 |
Net income (loss) per common share from discontinued operations- basic (in dollars per share) | 4.69 | (0.68) | (0.98) |
Net income (loss) per common share from discontinued operations-diluted (in dollars per share) | 4.62 | (0.67) | (0.98) |
Net income (loss) per common share - basic (in dollars per share) | 6.03 | 1.09 | (0.88) |
Net income (loss) per common share - diluted (in dollars per share) | $ 5.93 | $ 1.07 | $ (0.88) |
Weighted average common and common equivalent shares: | |||
Basic (in shares) | 37.2 | 37 | 37.2 |
Diluted (in shares) | 37.9 | 37.6 | 37.2 |
Dividends declared (in dollars per share) | $ 7.94 | $ 1.85 | $ 0.10 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 224.7 | $ 40.4 | $ (32.6) |
Other comprehensive income (loss): | |||
Foreign currency translation | (3) | 8.2 | (4.9) |
Total comprehensive income (loss) | $ 221.7 | $ 48.6 | $ (37.5) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) from continuing operations | $ 49.5 | $ 65.5 | $ 3.9 |
Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 4.5 | 4.6 | 4.5 |
Asset impairment and other non-cash benefit | 1.9 | 0 | (0.2) |
(Benefit) provision for deferred income taxes | 8.4 | (21.9) | 1.1 |
Provision for returns and doubtful accounts | 0.7 | 1 | 3.1 |
Compensation expense related to equity compensation plans | 0.9 | 1.6 | 1.6 |
Gain on dispositions and abandonment | 0 | 0 | (4.3) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (11.9) | (6.7) | 38.5 |
Inventories | (19.4) | (5) | 16.3 |
Prepaid expenses and other current assets | (2.4) | 0.9 | 5.5 |
Income taxes payable (receivable) | (5.4) | 0 | 0.4 |
Accounts payable | (6.6) | 4.7 | (88) |
Accrued expenses and other current liabilities | (10.4) | (0.6) | (12.6) |
Net cash provided by (used in) operating activities from continuing operations | 9.8 | 44.1 | (30.2) |
Net cash (used in) provided by operating activities from discontinued operations | (32.1) | 1.5 | (27.2) |
Net cash (used in) provided by operating activities | (22.3) | 45.6 | (57.4) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property, plant and equipment | (4.5) | (2.5) | (2.2) |
Proceeds from disposals of property, plant and equipment | 0 | 0.1 | 0.5 |
Net cash used in investing activities from continuing operations | (4.5) | (2.4) | (1.7) |
Net cash provided by (used in) investing activities from discontinued operations | 249.6 | (0.4) | (1) |
Net cash provided by (used in) investing activities | 245.1 | (2.8) | (2.7) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Repayments of capital lease obligations | (0.1) | (0.1) | (0.3) |
Dividends paid | (109.3) | (13) | (3.7) |
Proceeds from issuance of common stock | 5.4 | 2.4 | 0 |
Payment of payroll taxes on stock-based compensation through shares withheld | (1.9) | (0.8) | 0 |
Repurchase of treasury shares | (9.1) | 0 | 0 |
Net cash used in financing activities from continuing operations | (115) | (11.5) | (4) |
Net cash used in financing activities from discontinued operations | 0 | 0 | (0.1) |
Net cash used in financing activities | (115) | (11.5) | (4.1) |
EFFECTS OF EXCHANGE RATES ON CASH | 3.1 | 3.5 | (1.2) |
NET INCREASE (DECREASE) IN CASH | 110.9 | 34.8 | (65.4) |
CASH – BEGINNING OF YEAR | 184.5 | 149.7 | 215.1 |
CASH – END OF YEAR | 295.4 | 184.5 | 149.7 |
Supplemental disclosures: | |||
Interest paid | 0.2 | 0.4 | 0.7 |
Income taxes paid | 36.6 | 5.8 | 5.8 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Acquisitions of equipment through capital leases | $ 0 | $ 0.3 | $ 0 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Treasury Stock, At Cost | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Balances (in shares) at Dec. 31, 2015 | 36,873 | |||||
Balances at Dec. 31, 2015 | $ 253.9 | $ 0.4 | $ 184.4 | $ (24.5) | $ 109.4 | $ (15.8) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 1.7 | 1.7 | ||||
Issuance of restricted stock (in shares) | 51 | |||||
Issuance of restricted stock | 0 | (0.6) | 0.6 | |||
Dividends | (3.7) | (3.7) | ||||
Change in cumulative translation adjustment | (4.9) | (4.9) | ||||
Net income (loss) | (32.6) | (32.6) | ||||
Balances (in shares) at Dec. 31, 2016 | 36,924 | |||||
Balances at Dec. 31, 2016 | 214.4 | $ 0.4 | 185.5 | (23.9) | 73.1 | (20.7) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 1.6 | 1.6 | ||||
Issuance of restricted stock (in shares) | 68 | |||||
Issuance of restricted stock | 0 | (0.8) | 0.8 | |||
Stock withheld for employee taxes (in shares) | (48) | |||||
Stock withheld for employee taxes | (0.8) | (0.3) | (0.5) | |||
Cancellation of restricted shares (in shares) | (8) | |||||
Cancellation of restricted shares | (0.1) | 0 | (0.1) | |||
Proceeds from issuance of common stock (in shares) | 158 | |||||
Proceeds from issuance of common stock | 2.4 | 0.5 | 1.9 | |||
Dividends | (68.7) | (68.7) | ||||
Discontinued European entities cumulative translation adjustment | 14.4 | 14.4 | ||||
Change in cumulative translation adjustment | 8.2 | 8.2 | ||||
Net income (loss) | 40.4 | 40.4 | ||||
Balances (in shares) at Dec. 31, 2017 | 37,094 | |||||
Balances at Dec. 31, 2017 | 211.8 | $ 0.4 | 186.5 | (21.8) | 44.8 | 1.9 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 2.8 | 2.8 | ||||
Issuance of restricted stock (in shares) | 117 | |||||
Issuance of restricted stock | 0 | (1.7) | 1.7 | |||
Stock withheld for employee taxes (in shares) | (62) | |||||
Stock withheld for employee taxes | (1.9) | 0 | (1.9) | |||
Proceeds from issuance of common stock (in shares) | 419 | |||||
Proceeds from issuance of common stock | 5.4 | (0.6) | 6 | |||
Dividends | (297.1) | (297.1) | ||||
Repurchase of treasury shares (in shares) | (233) | |||||
Repurchase of treasury shares | (9.1) | (9.1) | ||||
Discontinued France operations cumulative translation adjustment | 4.1 | 4.1 | ||||
Change in cumulative translation adjustment | (3) | (3) | ||||
Net income (loss) | 224.7 | 224.7 | ||||
Balances (in shares) at Dec. 31, 2018 | 37,335 | |||||
Balances at Dec. 31, 2018 | $ 137.7 | $ 0.4 | $ 187 | $ (25.1) | $ (27.6) | $ 3 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Systemax Inc., through its operating subsidiaries, is primarily a direct marketer of brand name and private label industrial and business equipment and supplies in North America going to market through a system of branded e-commerce websites and relationship marketers. Prior to August 31, 2018, the Company operated and was internally managed in two reportable business segments— Industrial Products Group (“IPG”) and Europe Technology Products Group (“ETG”), the Company's France operations. As detailed below, the Company sold its France-based IT value added reseller business on August 31, 2018 and, now, the Company's operations are its IPG businesses in North America, which focus on industrial supplies and MRO (maintenance, repair and operations) markets the Company has served since 1949. Smaller business operations and corporate functions are aggregated and reported as the additional segment – Corporate and Other (“Corporate”). As disclosed in our Form 8-K dated August 31, 2018, the Company closed on the sale of its France-based IT value added reseller business to Bechtle AG. The sale was denominated on a cash-free, debt-free basis and included normalized working capital adjustments. The Company recorded a pre-tax book gain on the sale of the France business, which was reported within the discontinued operations of the Company's ETG segment, of approximately $178.9 million for the year ended December 31, 2018. The pre-tax book gain included proceeds from the sale of approximately $267.3 million , recorded in the third quarter of 2018 and a favorable purchase price adjustment of $0.7 million was recorded in the fourth quarter of 2018. The sales price was offset by the $82.5 million of net assets sold, $1.5 million for accelerated amortization expense of restricted stock units and stock options and by $5.1 million of deal transaction costs related to the sale. Of the expenses mentioned, $5.1 million required the use of cash. The Company may incur additional charges related to statutory tax indemnities given at closing. The Company is providing limited transition services to the France business for a period of up to six months , following the closing, under a transition services agreement. As disclosed in our Form 8-K dated March 31, 2017, on March 24, 2017, certain wholly owned subsidiaries of the Company executed a definitive securities purchase agreement (the “Purchase Agreement”) with certain special purpose companies formed by Hilco Capital Limited (“Hilco” and together with its management team partners, “Purchaser”). Pursuant to the Purchase Agreement, Purchaser acquired all of the Company’s interests in Systemax Europe SARL, which included its subsidiaries, Systemax Business Services K.F.T., Misco UK Limited, Systemax Italy S.R.L., Misco Iberia Computer Supplies S.L., Misco AB, Global Directmail B.V. and Misco Solutions B.V. (collectively, the “SARL Businesses”). The SARL Businesses were reported within the Company's European Technology Products Group ("ETG") segment. The sale of the France business and SARL Businesses met the “strategic shift with major impact” criteria as defined under Accounting Standards Update ("ASU") 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity , which requires disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. Under ASU 2014-08 in order for a disposal to qualify for discontinued operations presentation in the financial statements, the disposal must be a “strategic shift” with a major impact for the reporting entity. If the entity meets this threshold, and other requirements, only the components that were in operation at the time of disposal are presented as discontinued operations. Therefore, the current and prior year results of the France business and SARL Businesses are included in discontinued operations in the accompanying consolidated financial statements. Net sales of the France business, included within discontinued operations, totaled $352.0 million , $473.6 million and $417.2 million in 2018, 2017 and 2016, respectively. Net gain from the sale of the France business and eight months of operating activity, included within discontinued operations, totaled $175.8 million in 2018, and net income from the France business, included in discontinued operations, was $10.6 million and $13.0 million in 2017 and 2016, respectively. Net sales of the SARL Businesses, included within discontinued operations, totaled $0 , $117.0 million and $509.8 million in 2018, 2017 and 2016 respectively, and net income included in discontinued operations totaled $0.2 million in 2018, and net loss of $28.2 million and $24.8 million in 2017 and 2016, respectively. Also included in discontinued operations is the Company's former North American Technology Products Group ("NATG"), which was sold in December 2015. The sale of the NATG business in December 2015 had a major impact on the Company and therefore met the strategic shift criteria. The NATG components in operation at the time of the sale were the B2B and Ecommerce businesses and three remaining retail stores. Accordingly, these components and the results of operations have been adjusted in the accompanying financial statements to reflect their presentation in discontinued operations. The wind-down was substantially completed in the second quarter of 2016 and the Company continues with collecting accounts receivable, settling accounts payable, marketing remained leased facilities, as well as, settling remaining lease obligations and other contingencies. These wind-down activities will continue in 2019. For the year ended December 31, 2018, 2017, and 2016, net sales of the NATG business included in discontinued operations totaled $0 , $0 , $11.8 million , respectively, and net loss included in discontinued operations totaled $0.8 million , $7.5 million and $24.7 million , respectively. During 2018 the Company's IPG segment recorded a net gain of $3.1 million related to the settlement of previously disclosed state audits offset by an impairment charge resulting from the decision to abandon the trade and domain names of C&H Distributors. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE As a result of the sale of the Company's France business, the Company’s revenue generated by its operating subsidiaries is now comprised of sales of MRO products as well as other industrial and business supplies that are sold by the IPG. Information and communications technology (“ICT”) products that were sold by ETG are now reported within discontinued operations. IPG also has revenues from related activities, such as freight and, to a lesser extent, services. The Company recognizes revenue from contracts with its customers utilizing the following steps: • Identifying the contract with the customer • Identifying the performance obligations under the contract • Determine the transaction price • Allocate transaction price to performance obligations, if necessary • Recognizing revenue as performance obligations are satisfied The Company's invoice, and the terms and conditions of sale contained therein, constitutes the evidence of an arrangement and is the contract with the customer. The performance obligations are generally delivery of the products listed on the invoice and the transaction price for each product is listed. Allocation of transaction price is generally not needed. Performance obligations are satisfied, and revenue is recognized upon the shipment of goods from one of the Company’s distribution centers or drop shippers for most contracts or in certain cases revenue will be recognized upon delivery and acceptance by the customer. Customer acceptance occurs when the customer accepts the shipment. The Company's standard terms, provided on its invoices as well as on its websites, are included in communications with the customer and have standard payment terms of 30 days. Certain customers may have extended payment terms that have been pre-approved by the Company's credit department, but generally none extend longer than 120 days. Provisions for sales returns and allowances are estimated based on historical data and are recorded concurrently with the recognition of revenue. These provisions are reviewed and adjusted periodically by the Company. Revenue is presented net of sales taxes collected from customers and remitted to government authorities. Revenue is reduced for any early payment discounts or volume incentive rebates offered to customers. The Company’s revenue is shown as “Net sales” in the accompanying Consolidated Statements of Operations and is measured as the determined transaction price, net of any variable consideration consisting primarily of rights to return product. The Company has elected to treat shipping and handling revenues as activities to fulfill its performance obligation. Billings for freight and shipping and handling are recorded in net sales and costs of freight and shipping and handling are recorded in cost of sales in the accompanying Consolidated Statements of Operations. The Company will record a contract liability in cases where customers pay in advance of the Company satisfying its performance obligation. The Company did not have any material unsatisfied performance obligations or liabilities as of December 31, 2018. The Company offers customers rights to return product within a certain time, usually 30 days. The Company estimates its sales returns liability quarterly based upon its historical return rates as a percentage of historical sales for the trailing twelve-month period. The total accrued sales returns liability was approximately $1.8 million at December 31, 2018 and was recorded as a refund liability in Accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets. Disaggregation of Revenues IPG serves customers in diverse geographies, which are subject to different economic and industry factors. The Company's presentation of revenue by geography most reasonably depicts how the nature, amount, timing and uncertainty of Company revenue and cash flows are affected by economic and industry factors. The following table presents the Company's revenue, from continuing operations, by reportable segment and by geography for the year ended December 31, 2018, 2017 and 2016 (in millions): Year Ended December 31, 2018 2017 2016 Net sales: IPG MRO products and industrial supplies-United States $ 854.6 $ 759.4 $ 692.3 IPG MRO products and industrial supplies-Canada 42.3 32.4 26.9 Corporate and other - Germany 0.0 0.0 33.9 Consolidated $ 896.9 $ 791.8 $ 753.1 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation — The accompanying consolidated financial statements include the accounts of Systemax Inc. and its wholly-owned subsidiaries (collectively, the “Company” or “Systemax”). All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassifications - Certain prior year amounts were reclassified to conform to current year presentation. With the sale of the France business in August 2018, the results of the Misco Germany operations, which had been reported as part of the ETG segment are now presented in the Corporate and Other segment. Fiscal Year — The Company’s fiscal year ends at midnight on the Saturday closest to December 31. For clarity of presentation herein, all fiscal years are referred to as if they ended on December 31. The fiscal year is divided into four fiscal quarters that each end at midnight on a Saturday. For clarity of presentation herein, all fiscal quarters are referred to as if they ended on the traditional calendar month. The full year of 2018, 2017 and 2016 included 52 weeks. Use of Estimates In Financial Statements — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment, therefore, actual results could differ from these estimates. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Significant estimates and assumptions by management affect the allowance for doubtful accounts, product returns liabilities, inventory reserves, allowances for cooperative advertising, vendor drop shipments, the carrying value of long‑lived assets (including goodwill and intangible assets), capitalization and amortization of software development costs, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, sub-rental lease income, litigation and related legal accruals and the value attributed to employee stock options and other stock‑based awards. Foreign Currency Translation — The Company has operations in foreign countries. The functional currency of each foreign country is the local currency. The financial statements of the Company’s foreign entities are translated into U.S. dollars, the reporting currency, using year-end exchange rates for assets and liabilities, year to date average exchange rates for the statement of operations items and historical rates for equity accounts. Translation gains or losses are recorded as a separate component of shareholders’ equity. Cash — The Company considers amounts held in money market accounts and other short-term investments, including overnight bank deposits, with an original maturity date of three months or less to be cash. Cash overdrafts are classified in accounts payable. Inventories — Inventories consist primarily of finished goods and are stated at the lower of cost or net realizable value. Cost is determined by using the first-in, first-out method. Property, Plant and Equipment — Property, plant and equipment is stated at cost. Furniture, fixtures and equipment, including equipment under capital leases, are depreciated using the straight-line or accelerated method over their estimated useful lives ranging from three to ten years . Leasehold improvements are amortized over the shorter of the useful lives or the term of the respective leases. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. Internal-Use Software - Internal‑use software is included in fixed assets and is amortized on a straight‑line basis over 3 years . The Company capitalizes costs incurred during the application development stage. Costs related to minor upgrades, minor enhancements and maintenance activities are expensed as incurred. Evaluation of Long-lived Assets — Long-lived assets are assets used in the Company’s operations and include definite-lived intangible assets, leasehold improvements, warehouse and similar property used to generate sales and cash flows. Long-lived assets are tested for impairment utilizing a recoverability test. The recoverability test compares the carrying value of an asset group to the undiscounted cash flows directly attributable to the asset group over the life of the primary asset. If the undiscounted cash flows of an asset group is less than the carrying value of the asset group, the fair value of the asset group is then measured. If the fair value is also determined to be less than the carrying value of the asset group, the asset group is impaired. In the fourth quarter of 2016, an impairment charge of approximately $1.7 million was recorded within ETG discontinued operations segment in the United Kingdom as a result of negative cash flows in the business. Business Combinations — The Company accounts for its business combinations using the acquisition method of accounting. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities assumed by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of (i) the total costs of acquisition over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. Goodwill and Intangible Assets — Goodwill represents the excess of the cost of acquired assets over the fair value of assets acquired. The Company performs a qualitative assessment of goodwill to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment shows that the fair value of the reporting unit exceeds its carrying amount, the company is not required to complete the annual two step goodwill impairment test. If a quantitative analysis is required to be performed for goodwill, the fair value of the reporting unit to which the goodwill has been assigned is determined using a discounted cash flow model. A discounted cash flow model is also used to determine fair value of indefinite-lived intangibles using projected cash flows of the intangible. Unobservable inputs related to these discounted cash flow models include projected sales growth, gross margin percentages, new business opportunities, working capital requirements, capital expenditures and growth in selling, distribution and administrative expense. Any excess of a reporting unit's carrying amount over fair value would be charged to impairment expense. For non-amortizing intangibles the Company performs a qualitative assessment to determine if there are indicators of impairment. If indicators of impairment exist, a fair market value analysis of the intangibles would be completed using a discounted cash flow model with inputs such as projected sales growth, gross margin percentages, new business opportunities, working capital requirements, capital expenditures and selling, distribution and administrative expense. Any excess of book carrying value over the fair market value of the intangible asset determined in the analysis would be charged to impairment expense. In the fourth quarter of 2018, the Company determined that it would no longer be using the trademark or domain name of C&H Distributors and wrote off the unamortized balance of that definite lived intangible asset of approximately $1.9 million . In December 2016, the Company conducted an evaluation of the intangible assets in its ETG discontinued operations segment and IPG segment and concluded that assets were impaired in the United Kingdom and Mexico operations and impairment charges of approximately $0.3 million and $0.1 million , respectively, were recorded in the fourth quarter. Income Taxes — The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company recognizes and measures uncertain tax positions using a two‑step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a regular basis. Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as income tax expense in the consolidated statements of operations. Revenue Recognition and Accounts Receivable —In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers, which amends the guidance for the recognition of revenue from contracts with customers to transfer goods and services. The new standard was required to be adopted using either a full-retrospective or a modified-retrospective approach. The Company adopted the new standard using the modified-retrospective approach beginning on January 1, 2018. There was no material impact to total revenues in our consolidated statements of operations, accounting policies, business processes or internal controls as a result of this adoption. See Note 3 to the consolidated financial statements. Shipping and Handling Costs — The Company recognizes shipping and handling costs in cost of sales. Advertising Costs — Expenditures for internet, television, local radio and newspaper advertising are expensed in the period the advertising takes place. Catalog preparation, printing and postage expenditures are amortized over the period of catalog distribution during which the benefits are expected, generally one to four months . Net advertising expenses were $70.4 million , $ 67.0 million and $71.4 million during 2018 , 2017 and 2016 , respectively, and are included in the accompanying consolidated statements of operations within continuing and discontinued operations. Of the previously mentioned amounts, ETG discontinued operations net advertising expenses totaled $1.1 million , $2.2 million and $3.6 million during 2018, 2017 and 2016, respectively. NATG discontinued operations net advertising expenses totaled $0 , $0.3 million and $ 1.5 million during 2018 , 2017 and 2016 , respectively. For 2017 and 2016 NATG advertising expense was primarily related to the wind down of outstanding accounts. The Company utilizes advertising programs to drive traffic to its websites, support vendors, including catalogs, internet and magazine advertising, and receives payments and credits from vendors, including consideration pursuant to volume incentive programs and cooperative marketing programs. The Company accounts for consideration from vendors as a reduction of cost of sales unless certain conditions are met showing that the funds are used for specific, incremental, identifiable costs, in which case the consideration is accounted for as a reduction in the related expense category, such as advertising expense. The amount of vendor consideration recorded as a reduction of selling, distribution and administrative expenses totaled $3.3 million , $5.8 million and $6.4 million during 2018 , 2017 and 2016 , respectively. Of the previously mentioned amounts, ETG discontinued operations amount of vendor consideration was $2.0 million , $4.7 million and $6.3 million during 2018, 2017 and 2016, respectively. NATG discontinued operations vendor consideration for 2016 was $ 0.9 million in costs due primarily to vendor balance reconciliations. Stock Based Compensation — In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718) Scope of Modification Accounting , which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under this guidance, a company should account for the effects of a modification unless all of the following are met: the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. This new guidance will be applied prospectively to awards modified on or after the adoption date. This standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company adopted this guidance effective January 1, 2018 and its adoption did not materially impact the Company's consolidated financial position or results of operations when implemented in the first quarter of 2018. Due to the sale of the France business in August 2018, the Company accelerated the vesting of certain stock options and recorded additional compensation expense of approximately $0.3 million , which was recorded within ETG discontinued operations. The fair value of employee share options is recognized in expense over the vesting period of the options, using the graded attribution method. The fair value of employee share options is determined on the date of grant using the Black-Scholes option pricing model. The Company has calculated its dividend yield by dividing the annualized regular quarterly dividend by the current stock price at grant date. The Company has used historical volatility in its estimate of expected volatility. The expected life represents the period of time (in years) for which the options granted are expected to be outstanding. The risk-free interest rate is based on the U.S. Treasury yield curve. Stock-based compensation expense includes an estimate for forfeitures and is recognized over the expected term of the award. Net Income (Loss) Per Common Share – Net income per common share - basic is calculated based upon the weighted average number of common shares outstanding during the respective periods presented using the two-class method of computing earnings per share. The two-class method was used as the Company has outstanding restricted stock with rights to dividend participation for unvested shares. Net income per common share - diluted was calculated based upon the weighted average number of common shares outstanding and included the equivalent shares for dilutive options outstanding during the respective periods, including unvested options. The dilutive effect of outstanding options and restricted stock issued by the Company is reflected in net income per share - diluted using the treasury stock method. Under the treasury stock method, options will only have a dilutive effect when the average market price of common stock during the period exceeds the exercise price of the options. The weighted average number of stock options outstanding included in the computation of diluted earnings per share was 0.5 million and the weighted average number of restricted stock awards included in the computation of diluted earnings per share was 0.2 million for the year ended December 31, 2018. The weighted average number of stock options outstanding included in the computation of diluted earnings per share was 0.4 million and the weighted average number of restricted stock awards included in the computation of diluted earnings per share was 0.2 million for the year ended December 31, 2017. The weighted average number of stock options outstanding included in the computation of diluted earnings per share was de minimis and the weighted average number of restricted stock awards included in the computation of diluted earnings per share was 0.3 million for the year ended December 31, 2016. The weighted average number of stock options and restricted stock awards outstanding excluded from the computation of diluted income per share was de minimis, 0.04 million shares, and 1.3 million shares for the years ended December 31, 2018 , 2017 and 2016 , respectively, due to their antidilutive effect. Employee Benefit Plans – The Company’s U.S. subsidiaries participate in a defined contribution 401(k) plan covering substantially all U.S. employees. Employees may invest 1% or more of their eligible compensation, limited to maximum amounts as determined by the Internal Revenue Service. The Company provides a matching contribution to the plan, determined as a percentage of the employees’ contributions. Aggregate expense to the Company for contributions to the plan was approximately $1.2 million in 2018, $0.7 million in 2017 and $0.4 million in 2016 , respectively. Fair Value Measurements – Financial instruments consist primarily of investments in cash, trade accounts receivable, debt and accounts payable. The Company estimates the fair value of financial instruments based on interest rates available to the Company. At December 31, 2018 and 2017 , the carrying amounts of cash, accounts receivable and accounts payable are considered to be representative of their respective fair values due to their short-term nature. Cash is classified as Level 1 within the fair value hierarchy. The Company’s debt is considered to be representative of its fair value because of its variable interest rate. The weighted average interest rate on short-term borrowings was 5.7% in 2018 and 4.7% in 2017 and 2016 . The fair value of goodwill, non-amortizing intangibles and long-lived assets is measured in connection with the Company’s annual impairment testing as discussed above. Significant Concentrations – Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. The Company’s excess cash balances are invested with money center banks. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion comprising the Company’s customer base. The Company also performs on-going credit evaluations and maintains allowances for potential losses as warranted. The Company purchases substantially all of its products and components directly from both large and small manufacturers as well as large wholesale distributors. No supplier accounted for 10% or more of our product purchases for continuing operations in 2018, 2017 and 2016. Most private label products are manufactured by third parties to our specifications. Recent Accounting Pronouncements Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”). These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure. Below are the new authoritative pronouncements that management believes are relevant to Company’s current operations. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides entities with an additional (and optional) transition method, in addition to the existing transition method, the modified retrospective approach, to adopt the new leases standard by allowing entities to initially apply the new leases standard, ASU 2016-02, Leases (Topic 842), at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. This additional transition method changes only when an entity is required to initially apply the transition requirements of the new leases standard; it does not change how those requirements apply. An entity's reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP. ASU 2016-02 related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all of its leases. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance will be effective for the Company starting in the first quarter of fiscal 2019. The Company adopted the new guidance on January 1, 2019, utilizing the modified retrospective transition method that allows for a cumulative-effect adjustment in the period of adoption, and does not plan to restate prior periods. Additionally, the Company has elected the package of transitional practical expedients which allows an entity not to reassess whether expired or existing contracts contain leases, lease classification of expired or existing leases, and whether previously capitalized initial direct costs would qualify for capitalization under the new guidance. As guidance allows, the Company has elected as an accounting policy not to consider short term leases, those with less than 12 months of duration, as right of use assets. Upon adoption, the Company's right of use assets and corresponding lease liabilities are estimated at approximately $52 million to $57 million and $62 million to $67 million , respectively. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year, with early adoption permitted after adoption of ASU 2014-09. The Company adopted the new guidance effective January 1, 2019 and does not anticipate a material impact to total expenses in the consolidated statements of operations. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements, which eliminates, adds or modifies certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year, with early adoption permitted to adopt either the entire standard or only the provisions that eliminate or modify the requirements. The Company is evaluating the effect of adopting this pronouncement. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year, with early adoption permitted, including adoption in any interim period. The Company is evaluating the effect of adopting this pronouncement. In March 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment. which eliminates the second step from the goodwill impairment test. An entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss cannot exceed the total amount of goodwill allocated to the reporting unit. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company is evaluating the effect of adopting this pronouncement. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718) Scope of Modification Accounting, which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. This new guidance will be applied prospectively to awards modified on or after the adoption date. This standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company adopted this standard beginning January 1, 2018 and its adoption did not materially impact the Company's consolidated financial position or results of operations when implemented in the first quarter of 2018. |
DISPOSITIONS AND SPECIAL (GAINS
DISPOSITIONS AND SPECIAL (GAINS) CHARGES | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITIONS AND SPECIAL (GAINS) CHARGES | DISPOSITIONS AND SPECIAL (GAINS) CHARGES On August 31, 2018, the Company closed on the sale of its France-based IT value added reseller business to Bechtle AG. The Company recorded a pre-tax book gain on the sale of the France business, which was reported within the discontinued operations of the Company's ETG segment, of approximately $178.9 million for the year ended December 31, 2018. The pre-tax book gain included proceeds from the sale of approximately $267.3 million , recorded in the third quarter of 2018, and a favorable purchase price adjustment of $0.7 million which was recorded in the fourth quarter of 2018. The sales price was offset by the $82.5 million of net assets sold, $1.5 million for accelerated amortization expense of restricted stock and stock options and by $5.1 million of deal transaction costs related to the sale. Of the expenses mentioned, $5.1 million of deal transaction costs required the use of cash. The Company may incur additional charges related to statutory tax indemnities given at closing. The Company is providing limited transition services to the France business for a period of up to six months , following the closing, under a transition services agreement. The Company's discontinued operations include the results of the France business sold in August 2018, the SARL Businesses sold in March 2017 and the NATG business sold in December 2015 (see Note 1). The Company's NATG discontinued operations incurred special charges of approximately $1.4 million for the year ended December 31, 2018. These charges included approximately $2.5 million of lease reserves adjustments related to their leased facilities, of which $1.7 million was recorded in discontinued operations and $0.8 million recorded in continuing operations. Additional legal and professional fees incurred during the year of $0.1 million related to the ongoing restitution proceedings were recorded in discontinued operations offset by $1.0 million in restitution receipts from a former executive of NATG and $0.2 million in vendor settlement receipts. Below is a summary of the impact on net sales, net income (loss) and net income (loss) per share from discontinued operations for the years ended December 31, 2018, 2017 and 2016. Pretax income (loss) of Discontinued operations to the Net loss of discontinued operations is as follows: Year Ended December 31, 2018 2017 2016 Net sales $ 352.0 $ 590.6 $ 938.8 Cost of sales 295.8 498.3 809.1 Gross profit 56.2 92.3 129.7 Selling, distribution and administrative expenses 36.5 74.7 146.9 Pre-tax book gain on sale of France business (178.9 ) 0.0 0.0 Special charges, net 0.6 30.6 11.5 Operating income (loss) from discontinued operations 198.0 (13.0 ) (28.7 ) Foreign currency exchange (income) loss (0.2 ) 0.8 0.1 Interest and other expense (income), net 0.0 0.3 0.3 Income (loss) of discontinued operations before income taxes 198.2 (14.1 ) (29.1 ) Provision for income tax 23.0 11.0 7.4 Net income (loss) from discontinued operations $ 175.2 $ (25.1 ) $ (36.5 ) Net income (loss) per share - basic $ 4.69 $ (0.68 ) $ (0.98 ) Net income (loss) per share - diluted $ 4.62 $ (0.67 ) $ (0.98 ) In 2017 the Company incurred special charges of $30.9 million , of which $0.3 million was included in continuing operations within the NATG segment and $30.6 million was included in discontinued operations within the ETG and NATG segments. The Company recorded a pre-tax book loss on the sale of the SARL Businesses, which was reported within the discontinued operations of the Company's ETG segment, of approximated $23.7 million for the year ended December 31, 2017, which included an $8.2 million loss on the sale of net assets, $14.4 million of cumulative translation adjustments, $1.1 million of legal, professional and other costs, $0.8 million recovery from settlement of an outstanding obligation related to the sale, $0.3 million of severance and other personnel costs and $0.5 million of costs related to a transitional services agreement. Of these charges previously mentioned, $1.4 million required the use of cash. NATG discontinued operations incurred special charges of approximately $6.9 million throughout the year ended December 31, 2017, of which $6.2 million primarily related to updating our future lease cash flows and $0.7 million related to ongoing restitution proceedings against certain former NATG executives. Amounts that are unpaid at December 31, 2018 are recorded in Accrued expenses and other current liabilities and Other liabilities in the accompanying consolidated balance sheets. The following table details the liabilities related to the sold NATG segment's leases and other costs and liabilities that remain from the sold Misco Germany business (Corporate) for 2018 (in millions): Corporate – Lease liabilities and other costs NATG – Lease liabilities and other exit costs Total Balance January 1, 2018 $ 1.2 $ 19.0 $ 20.2 Charged to expense 0.0 2.5 2.5 Paid or otherwise settled (0.3 ) (15.3 ) (15.6 ) Balance December 31, 2018 $ 0.9 $ 6.2 $ 7.1 The following table details the liabilities related to the sold ETG segment's severance and other costs recorded within discontinued operations, NATG segment's leases and other costs and liabilities that remain from the sold Misco Germany business (Corporate) for 2017 (in millions): ETG - Workforce Reductions and Personnel Costs Corporate – Lease NATG – Lease Total Balance, January 1, 2017 $ 0.0 $ 1.2 $ 19.3 $ 20.5 Charged to expense 0.3 0.0 6.5 6.8 Paid or otherwise settled (0.3 ) 0.0 (6.8 ) (7.1 ) Balance, December 31, 2017 $ 0.0 $ 1.2 $ 19.0 $ 20.2 |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | GOODWILL AND INTANGIBLES Goodwill and indefinite-lived intangible assets : The following table provides information related to the carrying value of goodwill (in millions): December 31, 2018 2017 Balance, January 1 $ 5.5 $ 7.6 Reclassified to discontinued operations due to sale 0.0 (2.1 ) Balance, December 31 $ 5.5 $ 5.5 Due to the sale of the France operations on August 31, 2018, the Company has reclassified $2.1 million of goodwill at December 31, 2017, to long-term assets from discontinued operations. In 2017, in the discontinued ETG segment, $1.8 million of trademarks that were considered definite-lived intangibles in the prior year were reclassified to indefinite lived based upon changes in circumstances. Due to the sale of the France operations on August 31, 2018, the Company has reclassified $ 1.8 million of trademarks at December 31, 2017, to long-term assets from discontinued operations. The following table provides information related to the carrying value of indefinite lived intangibles as of December 31, 2018 and 2017, respectively (in millions): December 31, 2018 2017 Balance, January 1 $ 0.7 $ 0.7 France trademark 0.0 1.8 Reclassified to discontinued operations due to sale 0.0 (1.8 ) Balance, December 31 $ 0.7 $ 0.7 Definite-lived intangible assets: Due to the sale of the France operations on August 31, 2018, the Company has reclassified $0.3 million of client lists and accumulated amortization of $0.3 million at December 31, 2017, to long-term assets from discontinued operations. The following table summarizes information related to definite-lived intangible assets as of December 31, 2018 (in millions): December 31, 2018 Amortization Gross Carrying Accumulated Net Book Value Weighted avg Client lists 5-10 yrs $ 2.0 $ 0.8 $ 1.2 6.1 Leases 3-6 yrs 0.8 0.5 0.3 1.9 Domain name 5 yrs 3.4 3.4 0.0 0.0 Total $ 6.2 $ 4.7 $ 1.5 5.2 The following table summarizes information related to definite-lived intangible assets as of December 31, 2017 (in millions): December 31, 2017 Amortization Gross Carrying Accumulated Net Book Value Weighted avg Client lists 5-10 yrs $ 2.0 $ 0.6 $ 1.4 7.0 Leases 3-6 yrs 0.8 0.4 0.4 3.1 Domain name 5 yrs 3.4 0.8 2.6 3.8 Total $ 6.2 $ 1.8 $ 4.4 4.8 The aggregate amortization expense for these intangibles was approximately $2.9 million in 2018 . This includes approximately $1.9 million of impairment charges recorded within the IPG segment, in selling, distribution and administrative expenses, resulting from the decision to abandon the trademark and domain name of C&H Distributors. The estimated amortization for future years ending December 31 is as follows (in millions): 2019 $ 0.3 2020 0.3 2021 0.3 2022 0.2 2023 and after $ 0.4 Total $ 1.5 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net consist of the following (in millions): December 31, 2018 2017 Land improvements $ 0.8 $ 0.8 Furniture and fixtures, office, computer and other equipment and software 38.6 43.6 Leasehold improvements 15.9 14.5 55.3 58.9 Less accumulated depreciation and amortization 40.4 44.9 Property, plant and equipment, net $ 14.9 $ 14.0 Due to the sale of the France operations in August 31, 2018, net property, plant and equipment, at December 31, 2017, of $1.1 million , have been reclassified to long term assets of discontinued operations on the consolidated balance sheets. Included in property, plant and equipment are assets under capital leases, as follows (in millions): December 31, 2018 2017 Office, computer and other equipment $ 4.9 $ 6.0 Less: Accumulated amortization 4.7 5.6 $ 0.2 $ 0.4 Depreciation charged to continuing operations for property, plant and equipment including capital leases in 2018 , 2017 , and 2016 was $3.5 million , $3.6 million and $3.8 million , respectively. ETG and NATG discontinued operations total depreciation expense was $0.3 million , $0.7 million and $3.6 million , for 2018 , 2017 and 2016 , respectively. |
CREDIT FACILITIES
CREDIT FACILITIES | 12 Months Ended |
Dec. 31, 2018 | |
Line of Credit Facility [Abstract] | |
CREDIT FACILITIES | CREDIT FACILITIES The Company maintains a $75 million secured revolving credit facility with one financial institution, which has a five -year term, maturing on October 28, 2021 and provides for borrowings in the United States. The credit agreement contains certain operating, financial and other covenants, including limits on annual levels of capital expenditures, availability tests related to payments of dividends and stock repurchases and fixed charge coverage tests related to acquisitions. The revolving credit agreement requires that a minimum level of availability be maintained. If such availability is not maintained, the Company will be required to maintain a fixed charge coverage ratio (as defined). The borrowings under the agreement are subject to borrowing base limitations of up to 85% of eligible accounts receivable and the inventory advance rate computed as the lesser of 60% or 85% of the net orderly liquidation value (“NOLV”). Borrowings are secured by substantially all of the borrower’s assets, as defined, including all accounts, accounts receivable, inventory and certain other assets, subject to limited exceptions, including the exclusion of certain foreign assets from the collateral. The interest rate under the amended and restated facility is computed at applicable market rates based on the London interbank offered rate (“LIBOR”), the Federal Reserve Bank of New York (“NYFRB”) or the Prime Rate, plus an applicable margin. The applicable margin varies based on borrowing base availability. As of December 31, 2018 , eligible collateral under the credit agreement was $ 75.0 million , total availability was $73.4 million , total outstanding letters of credit were $2.3 million , total excess availability was $ 71.1 million and there were no outstanding borrowings. The Company was in compliance with all of the covenants of the credit agreement in place as of December 31, 2018 . |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in millions): December 31, 2018 2017 Payroll and employee benefits $ 12.0 $ 11.3 Advertising 5.5 6.0 Sales and VAT tax payable 2.8 2.3 Freight 4.9 3.9 Reorganization costs 2.0 8.1 Income taxes payable 0.0 0.3 Product returns liability 1.8 0.0 Other 6.0 6.6 $ 35.0 $ 38.5 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY Stock-Based Compensation Plans The Company currently has two equity compensation plans which reserve shares of common stock for issuance to key employees, directors, consultants and advisors to the Company. The following is a description of these plans: The 1999 Long-term Stock Incentive Plan, as amended (“1999 Plan”) - This plan was adopted in October 1999 with substantially the same terms and provisions as the 1995 Long-term Stock Incentive Plan. The number of shares that may be granted under this plan to a maximum of 7,500,000 . The maximum number of shares granted per type of award to any individual may not exceed 1,500,000 in any calendar year and 3,000,000 in total. The ability to grant new awards under this plan ended on December 31, 2009 but awards granted prior to such date continue until their expiration. A total of 50,000 options were outstanding under this plan as of December 31, 2018 . The 2010 Long-term Stock Incentive Plan (“2010 Plan”) - This plan was adopted in April 2010 with substantially the same terms and provisions as the 1999 Long-term Stock Incentive Plan. The maximum number of shares granted per type of award to any individual may not exceed 1,500,000 in any calendar year. Restricted stock grants and common stock awards reduce stock options otherwise available for future grant. Awards for a maximum of 7,500,000 shares may be granted under this plan. A total of 546,148 options and 132,484 restricted stock units were outstanding under this plan as of December 31, 2018 . Shares issued under our share-based compensation plans are usually issued from shares of our common stock held in the treasury. Compensation cost related to non-qualified stock options recognized in continuing operations (selling, distribution and administrative expense) for 2018 , 2017 and 2016 was $0.3 million , $1.1 million , and $0.7 million respectively. ETG compensation cost related to non-qualified stock options recognized in discontinued operations was $0.4 million in 2018, primarily related to the acceleration of stock options due to the sale of the France business of approximately $0.3 million , de minimis compensation cost in 2017 and $0.1 million in 2016. NATG segment’s compensation cost related to non-qualified stock options was de minimis in 2016 . The related future income tax benefits recognized for 2018 , 2017 and 2016 were $0.1 million , $0.2 million and $0.3 million , respectively. Stock Options The following table presents the weighted-average assumptions used to estimate the fair value of options granted in 2018 , 2017 and 2016 : 2018 2017 2016 Expected annual dividend yield 1.4 % 2.4 % — % Risk-free interest rate 2.94 % 2.26 % 1.64 % Expected volatility 48.0 % 48.9 % 44.4 % Expected life in years 5.2 4.0 7.1 The following table summarizes information concerning outstanding and exercisable options: Weighted Average 2018 2017 2016 Shares Weighted Shares Weighted Shares Weighted Outstanding at beginning of year 1,001,300 $ 11.58 1,410,250 $ 12.57 954,625 $ 15.98 Granted 17,550 $ 31.66 10,000 $ 24.36 670,000 $ 8.43 Exercised (400,203 ) $ 12.18 (138,450 ) $ 13.49 0 $ 0.00 Canceled or expired (22,499 ) $ 15.24 (280,500 ) $ 16.04 (214,375 ) $ 14.86 Outstanding at end of year 596,148 $ 11.64 1,001,300 $ 11.58 1,410,250 $ 12.57 Options exercisable at year end 341,515 588,802 750,250 Weighted average fair value per option granted during the year $ 12.87 $ 10.69 $ 3.94 The total intrinsic value of options exercised was $9.5 million in 2018 and $1.3 million in 2017 and de minimis in 2016 . The following table summarizes information about options vested and exercisable or nonvested that are expected to vest (nonvested outstanding less expected forfeitures) at December 31, 2018 : Range of Exercise Prices Number Exercisable Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in millions) $ 5.00 to $ 10.00 366,043 $ 8.54 7.52 $ 5.5 $ 10.01 to $ 15.00 126,250 $ 13.57 2.05 1.3 $ 15.01 to $ 20.00 79,348 $ 18.73 3.17 0.4 $ 20.01 to $ 25.00 0 $ 0.00 0 0.0 $ 25.01 to $ 30.00 0 $ 0.00 0 $ 0.0 $ 30.01 to $ 31.66 17,550 $ 31.66 9.77 $ 0.0 $ 5.00 to $ 31.66 589,191 $ 11.68 5.83 $ 7.2 The aggregate intrinsic value in the tables above represents the total pretax intrinsic value (the difference between the closing stock price on the last day of trading in 2018 and the exercise price) that would have been received by the option holders had all options been exercised on December 31, 2018 . This value will change based on the fair market value of the Company’s common stock. The following table reflects the activity for all unvested stock options during 2018 : Shares Weighted Average Grant- Date Fair Value Unvested at January 1, 2018 412,498 $ 4.93 Granted 17,550 $ 12.87 Vested (152,916 ) $ 7.52 Forfeited (22,499 ) $ 12.28 Unvested at December 31, 2018 254,633 $ 4.73 At December 31, 2018 , there was approximately $0.5 million of unrecognized compensation costs related to unvested stock options, which is expected to be recognized over a weighted average period of 1.75 years. The total fair value of stock options vested during 2018 , 2017 and 2016 was $1.2 million , $0.9 million and $0.6 million , respectively. Restricted Stock and Restricted Stock Units In August 2010, the Company granted 175,000 RSUs under the 2010 Plan to a key employee who is also a Company director. These RSUs have none of the rights as other shares of common stock, other than rights to cash dividends, until common stock is distributed. This RSU award was a non-performance award which originally vested in ten equal annual installments of 17,500 units beginning May 15, 2011 and each May 15, thereafter. Pursuant to the CEO succession plan, the remaining 35,000 unvested shares will accelerate and vest on January 7, 2019. Compensation expense related to this RSU award was approximately $ 0.1 million during 2018 , 2017 and 2016 . In November 2011, the Company granted 100,000 RSUs under the 2010 Plan to a key employee who is also a Company director. These RSUs have none of the rights as other shares of common stock, other than rights to cash dividends, until common stock is distributed. This RSU award was a non-performance award which vested in ten equal annual installments of 10,000 units beginning November 14, 2012 and each November 14 thereafter. Pursuant to the CEO succession plan, the remaining 30,000 unvested shares will accelerate and vest on January 7, 2019. Compensation expense related to this RSU award was approximately $0.2 million during 2018 and $0.1 million during 2017 and 2016 . In March 2012, the Company granted 50,000 RSUs under the 2010 Plan to a key employee. This RSU has none of the rights as other shares of common stock, other than rights to cash dividends, until common stock is distributed. This RSU award was a non-performance award which vest in ten equal annual installments of 5,000 units beginning March 1, 2013 and each March 1 thereafter. Compensation expense related to this RSU award was approximately less than $0.1 million during 2018 and approximately $ 0.1 million in 2017 and 2016 . In July 2015, the Company granted 23,620 RSUs under the 2010 Plan to, at that time, a key employee. These RSU's had none of the rights as other shares of common stock, other than rights to cash dividends, until common stock is distributed. This RSU award was a non-performance award which was to vest in four equal annual installments of 5,905 units beginning July 6, 2015 and each July 6 thereafter. This key employee was terminated in the third quarter of 2016 and this award was forfeited. Compensation expense related to this RSU award was de minimis in 2016. In February 2016, the Company granted 100,000 RSUs under the 2010 Plan to certain key employees, one of whom is also a Company director. These RSUs have none of the rights as other shares of common stock, other than rights to cash dividends, until common stock is distributed. The RSU awards were non-performance awards which vest in three annual installments beginning February 1, 2017. Pursuant to the CEO succession plan, 16,666 unvested shares will accelerate and vest on January 7, 2019 and the remaining RSU shares will vest on February 1, 2019. Compensation expense related to these RSU awards was approximately $0.1 million during 2018 and $ 0.2 million during 2017 and $ 0.5 million during 2016. In October 2017 and November 2017, the Company granted 53,288 RSU's under the 2010 Plan to certain key employees. These RSUs have none of the rights as other shares of common stock, other than rights to cash dividends, until common stock is distributed. The RSU awarded in October 2017 was a non-performance award which vest in two installments: 1,844 units vested immediately and 1,844 units vest in April 2018. The RSU's granted in November 2017 of 49,600 units were performance awards which were to vest in up to three installments beginning December 2019. Compensation expense, recorded in continuing operations related to the non-performance award during 2018 was de minimis and approximately $0.1 million recorded during 2017. Due to the sale of the France business and terms of the performance award, compensation expense, recorded in discontinued operations, during 2018 was $1.5 million and less than $0.1 million during 2017. In October 2018, the Company granted 5,117 RSU's under the 2010 Plan to a key employee. These RSU's have none of the rights as other shares of common stock, other than rights to cash dividends, until common stock is distributed. This RSU award was a non-performance award which vest in four annual installments beginning October 2, 2019. Compensation expense related to this award was de minimis in 2018. Share-based compensation expense for restricted stock issued to Directors was $0.1 million in 2018 , $ 0.1 million benefit in 2017 due to the resignation of two Directors during the year and $ 0.1 million in 2016 . In 2018, due to the sale of the France business, $1.5 million of compensation expense related to the performance RSU's above were reported in discontinued operations and $0.8 million were reported in continuing operations. In 2017 and 2016, all of the above share-based compensation expense is recognized within continuing operations in selling, distribution and administrative expense. The following table reflects the activity for all unvested restricted stock during 2018 : Shares Weighted Average Grant- Date Fair Value Unvested at January 1, 2018 240.867 16.22 Granted 8.894 13.49 Vested (117.277 ) 19.55 Unvested at December 31, 2018 132.484 14.31 Employee Stock Purchase Plan The 2018 Employee Stock Purchase Plan - This plan was approved by the Company's stockholders in December 2018 and a reserve of 500,000 shares of common stock has been established under this plan. The Company adopted this plan, the terms of which allow for eligible employees (as defined in the 2018 Employee Stock Purchase Plan) to participate in the purchase, during each six month purchase period, up to a maximum of 10,000 shares of the Company's common stock at a purchase price equal to 85% of the closing price at either the start date or the end date of the stock purchase period, whichever is lower. Compensation expense related to this plan of approximately $ 0.1 million is recognized in selling, distribution and administrative expenses during 2018. Stock Repurchase On July 31, 2018 the Company's Board of Director's approved a share repurchase program with a repurchase authorization of up to two million shares of the Company's common stock. Under the share repurchase program, the Company is authorized to purchase shares from time to time through open market purchases, tender offerings or negotiated purchases, subject to market conditions and other factors. During the third quarter of 2018, the Company repurchased 232,550 common shares for approximately $9.1 million . Details of the purchase is as follows: Fiscal Month Total Number of Average Price Total Number of Maximum Number July 232,550 38.96 232,550 1,767,450 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES On December 22, 2017, the Tax Cut and Jobs Act ("TCJA") was enacted in the United States. The TCJA significantly changes U.S. corporate tax impacts by, among other things, lowering the corporate tax rate to 21% from 35% effective January 1, 2018, implementing a territorial tax system and imposing a one-time repatriation tax on previously untaxed, accumulated earnings of foreign subsidiaries. As a result of the new tax law, the Securities and Exchange Commission ("SEC") staff issued Staff Accounting Bulletin No. 118 ("SAB 118"). SAB 118 allows companies to record the tax impacts of the new law as provisional amounts during a measurement period of up to one year from the enactment date of the new law. In 2017, the Company recognized a provisional amount for the one-time repatriation tax of approximately $5.2 million and utilized its available net operating losses to offset this tax. During 2018, the Company completed its accounting for the impacts of the TCJA and adjusted its provisional repatriation tax to approximately $4.5 million , with the difference recorded as a measurement period true up in the 2018 provision. This measurement period adjustment had a favorable impact on the 2018 effective tax rate of approximately 1.1% . Deferred tax assets and liabilities are measured using enacted tax rates expected to be in place in the year in which they are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate, the Company revalued its net deferred tax assets in the U.S. at December 31, 2017 and recorded tax expense of approximately $10.4 million in 2017 which was offset by the utilization of available net operating losses. The following table summarizes our U.S. and foreign components of income (loss) from continuing operations before income taxes (in millions): Year Ended December 31, 2018 2017 2016 United States $ 62.8 $ 45.6 $ 6.7 Foreign 0.1 (0.1 ) (0.2 ) Total $ 62.9 $ 45.5 $ 6.5 The following table summarizes the (benefit) provision for income taxes from continuing operations (in millions): Year Ended December 31, 2018 2017 2016 Current: Federal $ 2.6 $ 0.7 $ 0.1 State 2.4 1.1 1.2 Foreign 0.0 0.1 0.2 Total current $ 5.0 $ 1.9 $ 1.5 Deferred: Federal $ 7.7 $ (18.3 ) $ 0.0 State 0.6 (3.6 ) 1.1 Foreign 0.1 0.0 0.0 Total deferred $ 8.4 $ (21.9 ) $ 1.1 TOTAL $ 13.4 $ (20.0 ) $ 2.6 Tax expense from discontinued operations was $23.0 million , $11.0 million and $7.4 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Income taxes are accrued and paid by each foreign entity in accordance with applicable local regulations. A reconciliation of the difference between the income tax expense and the computed income tax expense based on the Federal statutory corporate rate is as follows (in millions): Year Ended December 31, 2018 2017 2016 Income tax at Federal statutory rate $ 13.2 21.0 % $ 15.9 35.0 % $ 2.3 35.0 % State and local income taxes, net of federal tax benefit 2.6 4.1 % 5.0 11.0 % (0.7 ) (10.8 )% Impact of state rate changes (0.1 ) (0.2 )% 0.3 0.7 % 1.4 21.5 % Changes in valuation allowances 0.0 0.0 % (21.7 ) (47.7 )% (0.6 ) (9.2 )% Reversal of valuation allowances (0.2 ) (0.3 )% (29.4 ) (64.6 )% 0.0 0.0 % 2017 TCJA, net deferred tax remeasurement and repatriation tax impacts (0.7 ) (1.1 )% 10.4 22.9 % 0.0 0.0 % Non-deductible items (1.4 ) (2.2 )% 0.1 0.2 % 0.1 1.5 % Other items, net 0.0 0.0 % (0.6 ) (1.5 )% 0.1 1.5 % Income tax $ 13.4 21.3 % $ (20.0 ) (44.0 )% $ 2.6 39.5 % The deferred tax assets and liabilities are comprised of the following (in millions): December 31, 2018 2017 Assets: Accrued expenses and other liabilities $ 2.8 $ 2.4 Inventory 1.3 1.1 Intangible & other 3.8 6.9 Net operating loss and credit carryforwards 19.3 28.0 Valuation allowances (18.3 ) (18.3 ) Total non-current deferred tax assets 8.9 20.1 Liabilities: Non-current: Other $ 0.1 $ 0.1 Total non-current liabilities $ 0.1 $ 0.1 During 2018 the Company utilized approximately $39.2 million of U.S. federal net operating loss carryforwards ("NOLs") to offset U.S. federal pretax income and approximately $9.1 million in state NOLs to offset state pretax income. The Company has no remaining U.S. federal NOLs available as of December 31, 2018. As of December 31, 2018, the Company has foreign NOLs of $9.2 million which expire through 2032 and foreign tax credit carryforwards of $1.7 million expiring in years through 2027 . The Company has recorded valuation allowances of approximately $18.3 million , including valuations against state net operating loss carryforwards of $7.1 million , foreign NOLs of $ 9.2 million , $0.3 million against the deductibility of state and foreign temporary tax differences and $1.7 million against foreign tax carryforwards. Valuation allowances have been recorded against these assets as the Company believes it is more likely than not that these NOLs, temporary differences and foreign tax credits will not be utilized in the near future. The Company has not provided for federal income taxes applicable to the undistributed earnings of its foreign subsidiary in India and Canada of approximately $1.5 million as of December 31, 2018 , since these earnings are considered permanently reinvested in the subsidiaries. The Company's permanent reinvestment assertion has not changed following the enactment of the TCJA. If the Company ceases to be permanently reinvested in its foreign subsidiaries, the Company may be subject to foreign withholding and other taxes on undistributed earnings and may need to record a deferred tax liability for any outside basis difference in its investments in its foreign subsidiaries. The Company recorded tax expense in discontinued operations of approximately $23.0 million primarily from tax on the Company's former French operations and tax expense from Global intangible low taxed income ("GILTI"). Under the TCJA each U.S. shareholder of a controlled foreign corporation ("CFC") must include in its gross taxable income in any tax year the aggregate net GILTI, or net income, of its CFCs. In 2018 the Company has included in taxable income the net income of its subsidiaries in the Netherlands, India, Canada and France which in 2018 also includes the net income from the sale by the Company of its French subsidiaries. The Company has elected to treat GILTI expense as a period cost when incurred. The Company is routinely audited by federal, state and foreign tax authorities with respect to its income taxes. The Company regularly reviews and evaluates the likelihood of audit assessments. The Company’s federal income tax returns have been audited through 2013. The Company has not signed any consent to extend the statute of limitations for any subsequent years. The Company’s significant state tax returns have been audited through 2009. The Company considers its significant tax jurisdictions in foreign locations to be France and Canada. The Company remains subject to examination in France for years after 2013 and in Canada for years after 2013. In accordance with the guidance for accounting for uncertainty in income taxes the Company recognizes the tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefit of an uncertain tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount that is greater than 50% likely to be realized upon settlement with the tax authority. To the extent we prevail in matters for which accruals have been established or are required to pay amounts in excess of accruals, our effective tax rate in a given financial statement period could be affected. As of December 31, 2018 , the Company had no uncertain tax positions. Interest and penalties, if any, are recorded in income tax expense. There were no accrued interest or penalty charges related to unrecognized tax benefits recorded in income tax expense in 2018, 2017 or 2016. |
COMMITMENTS, CONTINGENCIES AND
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS | COMMITMENTS, CONTINGENCIES AND OTHER MATTERS Leases The Company is obligated under operating lease agreements for the rental of certain office and warehouse facilities and equipment which expire at various dates through August 2032. The Company currently leases its headquarters office/warehouse facility in New York from an entity owned by the Company’s three principal shareholders and senior executive officers. The Company also acquires certain computer, communications equipment, and machinery and equipment pursuant to capital lease obligations. At December 31, 2018 , the future minimum annual lease payments for capital and third-party operating leases were as follows (in millions): Capital Leases Operating Leases Total 2019 $ 0.1 $ 14.0 $ 14.1 2020 0.0 12.3 12.3 2021 0.0 9.2 9.2 2022 0.0 8.2 8.2 2023 0.0 8.0 8.0 2024-2028 0.0 23.4 23.4 2029-2032 0.0 9.3 9.3 Total minimum lease payments 0.1 84.4 84.5 Future rent streams of $2.1 million to be collected in less than one year, $4.1 million to be collected between one and three years and $0.2 million over three years are not offset against above operating lease obligations. Annual rent expense aggregated approximately $12.5 million , $13.5 million and $17.7 million in 2018 , 2017 and 2016 , respectively. Included in rent expense was $1.0 million in 2018 , $0.9 million in 2017 , $0.9 million in 2016 , to related parties. Rent expense is net of sublease income of $0.2 million for 2018 , $0.4 million for 2017 and 2016 . Discontinued ETG and NATG operations annual rent expense totaled approximately $1.1 million , $2.3 million and $6.6 million for 2018 , 2017 and 2016 , respectively. The operating lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. The Company recognizes rent expense on a straight‑line basis over the lease period and has accrued for rent expense incurred but not paid. Deferred rent represents the difference between actual operating lease payments due and straight‑line rent expense. The excess is recorded as a deferred rent liability in the early periods of the lease, when cash payments are generally lower than straight‑line rent expense, and are reduced in the later periods of the lease when payments begin to exceed the straight‑line expense. The Company also accounts for leasehold improvement incentives within its deferred rent liability. Effective January 1, 2019, the Company implemented ASU 2016-02, Leases and subsequent modifications . See Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements for more information. Other Matters The Company and its subsidiaries are from time to time involved in various lawsuits, claims, investigations and proceedings which may include commercial, employment, tax, customs and trade, customer, vendor, personal injury, creditors rights and health and safety law matters, which are handled and defended in the ordinary course of business. In addition, the Company is from time to time subjected to various assertions, claims, proceedings and requests for damages and/or indemnification concerning sales channel practices and intellectual property matters, including patent infringement suits involving technologies that are incorporated in a broad spectrum of products the Company sells or that are incorporated in the Company’s e-commerce sales channels, as well as trademark/copyright infringement claims. The Company is also audited by (or has initiated voluntary disclosure agreements with) various U.S. Federal and state authorities, as well as Canadian authorities, concerning potential income tax, sales tax and/or "unclaimed property" liabilities. These matters are in various stages of investigation, negotiation and/or litigation. The Company's NATG subsidiaries are being audited by an entity representing 23 states seeking recovery of “unclaimed property” and has received separate demands from 21 states requesting payments of their claimed amounts. The Company is complying with the unclaimed property audit, is providing requested information and is corresponding with the states regarding possible further discussions. The Company intends to vigorously defend these matters and believes it has strong defenses. In September 2017 the Company and certain subsidiaries comprising its former NATG "Tiger" consumer electronics business were sued in United States District Court, Northern District of California by a software publisher alleging that the NATG subsidiaries violated certain contractual sales channel restrictions resulting in claims of breach of contract and trademark/copyright infringement. The matter is at a very early stage and although Systemax Inc. has been dismissed from the case, the Company is continuing to assess the remaining claims against and the defenses available to the remaining subsidiary defendants; the Company cannot predict the outcome of this matter and believes the potential damages, if any, cannot be estimated at this time. Although the Company does not expect, based on currently available information, that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial position or results of operations, the ultimate outcome is inherently unpredictable. Therefore, judgments could be rendered or settlements entered, that could adversely affect the Company’s operating results or cash flows in a particular period. The Company regularly assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable and estimable. In this regard, the Company establishes accrual estimates for its various lawsuits, claims, investigations and proceedings when it is probable that an asset has been impaired or a liability incurred at the date of the financial statements and the loss can be reasonably estimated. At December 31, 2018 the Company has established accruals for certain of its various lawsuits, claims, investigations and proceedings based upon estimates of the most likely outcome in a range of loss or the minimum amounts in a range of loss if no amount within a range is a more likely estimate. The Company does not believe that at December 31, 2018 any reasonably possible losses in excess of the amounts accrued would be material to the financial statements. |
SEGMENT AND RELATED INFORMATION
SEGMENT AND RELATED INFORMATION | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT AND RELATED INFORMATION | SEGMENT AND RELATED INFORMATION Systemax Inc., through its operating subsidiaries, is primarily a direct marketer of brand name and private label industrial and business equipment and supplies in North America going to market through a system of branded e-Commerce websites and relationship marketers. The Company currently operates and is internally managed in one reportable segment - IPG. Smaller business operations and corporate functions are aggregated and reported as the additional segment - Corporate and Other ("Corporate"). Prior to August 31, 2018, the Company operated and was internally managed in two reportable business segments— IPG and ETG. The Company sold its France-based IT value added reseller business on August 31, 2018, and now, the Company's continuing operations are its IPG businesses in North America, which focus on industrial supplies and MRO (maintenance, repair and operations) markets the Company has served since 1949. On September 2, 2016 the Company sold certain assets of its Misco Germany operations which had been reported as part of its ETG segment and on December 31, 2016, the Company sold all of its issued and outstanding membership interests of its rebate processing business which had been reported as part of its Corporate segment. As these dispositions were not a strategic shift with a major impact as defined under ASU 2014-8, prior and current year results of the German operations and the rebate processing business are presented within continuing operations in the Consolidated Financial Statements. For the year ended December 31, 2016, net sales of Misco Germany included in continuing operations were $33.9 million and the net loss of $4.7 million . The Company recorded special charges related to this transaction of approximately $1.7 million . For the year ended December 31, 2016, net sales of the rebate processing business included in continuing operations were $3.6 million and the net loss was $2.2 million . The Company recorded a gain of approximately $3.9 million on this sale. NATG, which was previously its own reportable segment, is included below for operating losses that remain in continuing operations, primarily related to the wind down of certain leases. The Company’s chief operating decision-maker is the Company’s Chief Executive Officer (“CEO”). The CEO, in his role as Chief Operating Decision Maker (“CODM”), evaluates segment performance based on operating income (loss) from continuing operations. The CODM reviews assets and makes significant capital expenditure decisions for the Company on a consolidated basis only. The accounting policies of the segments are the same as those of the Company. Corporate costs not identified with the disclosed segments are grouped as “Corporate and other expenses.” Financial information relating to the Company’s continuing operations by reportable segment was as follows (in millions): Year Ended December 31, 2018 2017 2016 Net Sales: IPG $ 896.9 $ 791.8 $ 715.6 Corporate and other 0.0 0.0 37.5 Consolidated $ 896.9 $ 791.8 $ 753.1 Depreciation and Amortization Expense: IPG $ 3.9 $ 3.9 $ 3.6 Corporate and other 0.6 0.7 0.9 Consolidated $ 4.5 $ 4.6 $ 4.5 Operating Income (Loss): IPG $ 82.6 $ 69.6 $ 34.3 NATG - continuing operations (0.8 ) (0.6 ) (2.8 ) Corporate and other expenses (20.1 ) (23.3 ) (23.5 ) Consolidated $ 61.7 45.7 $ 8.0 Total Assets IPG $ 234.7 $ 220.4 $ 201.5 ETG - discontinued 0.0 185.3 269.4 NATG 8.9 13.6 6.9 Corporate and other 286.4 132.1 88.3 Consolidated $ 530.0 $ 551.4 $ 566.1 Financial information relating to the Company’s continuing operations by geographic area was as follows (in millions): Year Ended December 31, 2018 2017 2016 Net Sales: United States $ 854.6 $ 759.4 $ 692.3 Germany 0.0 0.0 33.9 Other North America 42.3 32.4 26.9 Consolidated $ 896.9 $ 791.8 $ 753.1 Long-lived Assets: United States $ 14.8 $ 13.9 $ 15.4 Other North America 0.1 0.1 0.0 Consolidated $ 14.9 $ 14.0 $ 15.4 Net sales are attributed to countries based on location of selling subsidiary. |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | QUARTERLY FINANCIAL DATA (UNAUDITED) Quarterly financial data, excluding discontinued operations, is as follows (in millions, except for per share amounts): First Quarter Second Quarter Third Quarter Fourth Quarter 2018 Net sales $ 212.2 $ 231.2 $ 235.8 $ 217.7 Gross profit $ 72.5 $ 80.0 $ 82.2 $ 73.0 Net income from continuing operations $ 8.7 $ 13.4 $ 15.1 $ 12.3 Net income per common share from continuing operations: Basic $ 0.23 $ 0.36 $ 0.41 $ 0.33 Diluted $ 0.23 $ 0.35 $ 0.40 $ 0.33 2017 Net sales $ 190.2 $ 202.7 $ 204.4 $ 194.5 Gross profit $ 63.4 $ 73.3 $ 71.2 $ 65.3 Net income from continuing operations $ 6.4 $ 15.2 $ 11.3 $ 32.6 Net income per common share from continuing operations: Basic $ 0.17 $ 0.41 $ 0.31 $ 0.88 Diluted $ 0.17 $ 0.41 $ 0.30 $ 0.86 |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS For the years ended December: (in millions) Description Balance at Beginning of Period Charged to Expenses Write-offs Other Balance at End of Period Allowance for doubtful accounts 2018 $ 1.1 $ 0.7 $ (0.8 ) $ 0.0 $ 1.0 (1) 2017 $ 9.1 $ 1.0 $ (9.0 ) $ 0.0 $ 1.1 (1)(2) 2016 $ 6.3 $ 3.1 $ (0.3 ) $ 0.0 $ 9.1 (1) Allowance for sales returns (4) 2017 $ 1.4 $ 1.4 $ 0.0 $ (1.4 ) (3) $ 1.4 2016 $ 3.2 $ 1.4 $ 0.0 $ (3.2 ) (3) $ 1.4 Allowance for inventory returns (5) 2017 $ (0.6 ) $ (0.5 ) $ 0.0 $ 0.6 (3) $ (0.5 ) 2016 $ (2.4 ) $ (0.6 ) $ 0.0 $ 2.4 (3) $ (0.6 ) Allowance for deferred tax assets 2018 $ 18.3 $ (0.3 ) $ 0.0 $ 0.3 $ 18.3 2017 $ 69.0 $ (28.6 ) $ (2.9 ) $ (19.2 ) $ 18.3 2016 $ 64.0 $ 5.3 $ (1.9 ) $ 1.6 $ 69.0 1 Excludes approximately $5.6 million of reserves related to notes receivable and tax refund receivables originated in 2016. 2 Excludes approximately $0.4 million of reserves related to non-trade receivables. 3 Amounts represent gross revenue and cost reversals to the estimated sales returns and allowances accounts. 4 Amounts in 2018 are reported within accrued expenses and other current liabilities, as Product Returns Liability (see Note 3 and 8). 5 Amounts in 2018 are reported within prepaid expenses and other current assets. |
REVENUE (Policies)
REVENUE (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | Shipping and Handling Costs — The Company recognizes shipping and handling costs in cost of sales. As a result of the sale of the Company's France business, the Company’s revenue generated by its operating subsidiaries is now comprised of sales of MRO products as well as other industrial and business supplies that are sold by the IPG. Information and communications technology (“ICT”) products that were sold by ETG are now reported within discontinued operations. IPG also has revenues from related activities, such as freight and, to a lesser extent, services. The Company recognizes revenue from contracts with its customers utilizing the following steps: • Identifying the contract with the customer • Identifying the performance obligations under the contract • Determine the transaction price • Allocate transaction price to performance obligations, if necessary • Recognizing revenue as performance obligations are satisfied The Company's invoice, and the terms and conditions of sale contained therein, constitutes the evidence of an arrangement and is the contract with the customer. The performance obligations are generally delivery of the products listed on the invoice and the transaction price for each product is listed. Allocation of transaction price is generally not needed. Performance obligations are satisfied, and revenue is recognized upon the shipment of goods from one of the Company’s distribution centers or drop shippers for most contracts or in certain cases revenue will be recognized upon delivery and acceptance by the customer. Customer acceptance occurs when the customer accepts the shipment. The Company's standard terms, provided on its invoices as well as on its websites, are included in communications with the customer and have standard payment terms of 30 days. Certain customers may have extended payment terms that have been pre-approved by the Company's credit department, but generally none extend longer than 120 days. Provisions for sales returns and allowances are estimated based on historical data and are recorded concurrently with the recognition of revenue. These provisions are reviewed and adjusted periodically by the Company. Revenue is presented net of sales taxes collected from customers and remitted to government authorities. Revenue is reduced for any early payment discounts or volume incentive rebates offered to customers. The Company’s revenue is shown as “Net sales” in the accompanying Consolidated Statements of Operations and is measured as the determined transaction price, net of any variable consideration consisting primarily of rights to return product. The Company has elected to treat shipping and handling revenues as activities to fulfill its performance obligation. Billings for freight and shipping and handling are recorded in net sales and costs of freight and shipping and handling are recorded in cost of sales in the accompanying Consolidated Statements of Operations. The Company will record a contract liability in cases where customers pay in advance of the Company satisfying its performance obligation. The Company did not have any material unsatisfied performance obligations or liabilities as of December 31, 2018. The Company offers customers rights to return product within a certain time, usually 30 days. The Company estimates its sales returns liability quarterly based upon its historical return rates as a percentage of historical sales for the trailing twelve-month period. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation — The accompanying consolidated financial statements include the accounts of Systemax Inc. and its wholly-owned subsidiaries (collectively, the “Company” or “Systemax”). All significant intercompany accounts and transactions have been eliminated in consolidation. |
Fiscal Year | Fiscal Year — The Company’s fiscal year ends at midnight on the Saturday closest to December 31. For clarity of presentation herein, all fiscal years are referred to as if they ended on December 31. The fiscal year is divided into four fiscal quarters that each end at midnight on a Saturday. For clarity of presentation herein, all fiscal quarters are referred to as if they ended on the traditional calendar month. The full year of 2018, 2017 and 2016 included 52 weeks. |
Use of Estimates In Financial Statements | Use of Estimates In Financial Statements — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment, therefore, actual results could differ from these estimates. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Significant estimates and assumptions by management affect the allowance for doubtful accounts, product returns liabilities, inventory reserves, allowances for cooperative advertising, vendor drop shipments, the carrying value of long‑lived assets (including goodwill and intangible assets), capitalization and amortization of software development costs, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, sub-rental lease income, litigation and related legal accruals and the value attributed to employee stock options and other stock‑based awards. |
Foreign Currency Translation | Foreign Currency Translation — The Company has operations in foreign countries. The functional currency of each foreign country is the local currency. The financial statements of the Company’s foreign entities are translated into U.S. dollars, the reporting currency, using year-end exchange rates for assets and liabilities, year to date average exchange rates for the statement of operations items and historical rates for equity accounts. Translation gains or losses are recorded as a separate component of shareholders’ equity. |
Cash | Cash — The Company considers amounts held in money market accounts and other short-term investments, including overnight bank deposits, with an original maturity date of three months or less to be cash. Cash overdrafts are classified in accounts payable. |
Inventories | Inventories — Inventories consist primarily of finished goods and are stated at the lower of cost or net realizable value. Cost is determined by using the first-in, first-out method. |
Property, Plant and Equipment | Property, Plant and Equipment — Property, plant and equipment is stated at cost. Furniture, fixtures and equipment, including equipment under capital leases, are depreciated using the straight-line or accelerated method over their estimated useful lives ranging from three to ten years . Leasehold improvements are amortized over the shorter of the useful lives or the term of the respective leases. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. |
Internal-Use Software | Internal-Use Software - Internal‑use software is included in fixed assets and is amortized on a straight‑line basis over 3 years . The Company capitalizes costs incurred during the application development stage. Costs related to minor upgrades, minor enhancements and maintenance activities are expensed as incurred. |
Evaluation of Long-lived Assets | Evaluation of Long-lived Assets — Long-lived assets are assets used in the Company’s operations and include definite-lived intangible assets, leasehold improvements, warehouse and similar property used to generate sales and cash flows. Long-lived assets are tested for impairment utilizing a recoverability test. The recoverability test compares the carrying value of an asset group to the undiscounted cash flows directly attributable to the asset group over the life of the primary asset. If the undiscounted cash flows of an asset group is less than the carrying value of the asset group, the fair value of the asset group is then measured. If the fair value is also determined to be less than the carrying value of the asset group, the asset group is impaired. |
Business Combinations | Business Combinations — The Company accounts for its business combinations using the acquisition method of accounting. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities assumed by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of (i) the total costs of acquisition over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets — Goodwill represents the excess of the cost of acquired assets over the fair value of assets acquired. The Company performs a qualitative assessment of goodwill to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment shows that the fair value of the reporting unit exceeds its carrying amount, the company is not required to complete the annual two step goodwill impairment test. If a quantitative analysis is required to be performed for goodwill, the fair value of the reporting unit to which the goodwill has been assigned is determined using a discounted cash flow model. A discounted cash flow model is also used to determine fair value of indefinite-lived intangibles using projected cash flows of the intangible. Unobservable inputs related to these discounted cash flow models include projected sales growth, gross margin percentages, new business opportunities, working capital requirements, capital expenditures and growth in selling, distribution and administrative expense. Any excess of a reporting unit's carrying amount over fair value would be charged to impairment expense. For non-amortizing intangibles the Company performs a qualitative assessment to determine if there are indicators of impairment. If indicators of impairment exist, a fair market value analysis of the intangibles would be completed using a discounted cash flow model with inputs such as projected sales growth, gross margin percentages, new business opportunities, working capital requirements, capital expenditures and selling, distribution and administrative expense. Any excess of book carrying value over the fair market value of the intangible asset determined in the analysis would be charged to impairment expense. |
Income Taxes | Income Taxes — The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company recognizes and measures uncertain tax positions using a two‑step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a regular basis. Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as income tax expense in the consolidated statements of operations. |
Revenue Recognition and Accounts Receivable | Revenue Recognition and Accounts Receivable —In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers, which amends the guidance for the recognition of revenue from contracts with customers to transfer goods and services. The new standard was required to be adopted using either a full-retrospective or a modified-retrospective approach. The Company adopted the new standard using the modified-retrospective approach beginning on January 1, 2018. There was no material impact to total revenues in our consolidated statements of operations, accounting policies, business processes or internal controls as a result of this adoption. See Note 3 to the consolidated financial statements. |
Shipping and Handling Costs | Shipping and Handling Costs — The Company recognizes shipping and handling costs in cost of sales. As a result of the sale of the Company's France business, the Company’s revenue generated by its operating subsidiaries is now comprised of sales of MRO products as well as other industrial and business supplies that are sold by the IPG. Information and communications technology (“ICT”) products that were sold by ETG are now reported within discontinued operations. IPG also has revenues from related activities, such as freight and, to a lesser extent, services. The Company recognizes revenue from contracts with its customers utilizing the following steps: • Identifying the contract with the customer • Identifying the performance obligations under the contract • Determine the transaction price • Allocate transaction price to performance obligations, if necessary • Recognizing revenue as performance obligations are satisfied The Company's invoice, and the terms and conditions of sale contained therein, constitutes the evidence of an arrangement and is the contract with the customer. The performance obligations are generally delivery of the products listed on the invoice and the transaction price for each product is listed. Allocation of transaction price is generally not needed. Performance obligations are satisfied, and revenue is recognized upon the shipment of goods from one of the Company’s distribution centers or drop shippers for most contracts or in certain cases revenue will be recognized upon delivery and acceptance by the customer. Customer acceptance occurs when the customer accepts the shipment. The Company's standard terms, provided on its invoices as well as on its websites, are included in communications with the customer and have standard payment terms of 30 days. Certain customers may have extended payment terms that have been pre-approved by the Company's credit department, but generally none extend longer than 120 days. Provisions for sales returns and allowances are estimated based on historical data and are recorded concurrently with the recognition of revenue. These provisions are reviewed and adjusted periodically by the Company. Revenue is presented net of sales taxes collected from customers and remitted to government authorities. Revenue is reduced for any early payment discounts or volume incentive rebates offered to customers. The Company’s revenue is shown as “Net sales” in the accompanying Consolidated Statements of Operations and is measured as the determined transaction price, net of any variable consideration consisting primarily of rights to return product. The Company has elected to treat shipping and handling revenues as activities to fulfill its performance obligation. Billings for freight and shipping and handling are recorded in net sales and costs of freight and shipping and handling are recorded in cost of sales in the accompanying Consolidated Statements of Operations. The Company will record a contract liability in cases where customers pay in advance of the Company satisfying its performance obligation. The Company did not have any material unsatisfied performance obligations or liabilities as of December 31, 2018. The Company offers customers rights to return product within a certain time, usually 30 days. The Company estimates its sales returns liability quarterly based upon its historical return rates as a percentage of historical sales for the trailing twelve-month period. |
Advertising Costs | Advertising Costs — Expenditures for internet, television, local radio and newspaper advertising are expensed in the period the advertising takes place. Catalog preparation, printing and postage expenditures are amortized over the period of catalog distribution during which the benefits are expected, generally one to four months . |
Stock Based Compensation | Stock Based Compensation — In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718) Scope of Modification Accounting , which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under this guidance, a company should account for the effects of a modification unless all of the following are met: the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. This new guidance will be applied prospectively to awards modified on or after the adoption date. This standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company adopted this guidance effective January 1, 2018 and its adoption did not materially impact the Company's consolidated financial position or results of operations when implemented in the first quarter of 2018. Due to the sale of the France business in August 2018, the Company accelerated the vesting of certain stock options and recorded additional compensation expense of approximately $0.3 million , which was recorded within ETG discontinued operations. The fair value of employee share options is recognized in expense over the vesting period of the options, using the graded attribution method. The fair value of employee share options is determined on the date of grant using the Black-Scholes option pricing model. The Company has calculated its dividend yield by dividing the annualized regular quarterly dividend by the current stock price at grant date. The Company has used historical volatility in its estimate of expected volatility. The expected life represents the period of time (in years) for which the options granted are expected to be outstanding. The risk-free interest rate is based on the U.S. Treasury yield curve. Stock-based compensation expense includes an estimate for forfeitures and is recognized over the expected term of the award. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share – Net income per common share - basic is calculated based upon the weighted average number of common shares outstanding during the respective periods presented using the two-class method of computing earnings per share. The two-class method was used as the Company has outstanding restricted stock with rights to dividend participation for unvested shares. Net income per common share - diluted was calculated based upon the weighted average number of common shares outstanding and included the equivalent shares for dilutive options outstanding during the respective periods, including unvested options. The dilutive effect of outstanding options and restricted stock issued by the Company is reflected in net income per share - diluted using the treasury stock method. Under the treasury stock method, options will only have a dilutive effect when the average market price of common stock during the period exceeds the exercise price of the options. |
Employee Benefit Plans | Employee Benefit Plans – The Company’s U.S. subsidiaries participate in a defined contribution 401(k) plan covering substantially all U.S. employees. Employees may invest 1% or more of their eligible compensation, limited to maximum amounts as determined by the Internal Revenue Service. The Company provides a matching contribution to the plan, determined as a percentage of the employees’ contributions. |
Fair Value Measurements | Fair Value Measurements – Financial instruments consist primarily of investments in cash, trade accounts receivable, debt and accounts payable. The Company estimates the fair value of financial instruments based on interest rates available to the Company. At December 31, 2018 and 2017 , the carrying amounts of cash, accounts receivable and accounts payable are considered to be representative of their respective fair values due to their short-term nature. Cash is classified as Level 1 within the fair value hierarchy. The Company’s debt is considered to be representative of its fair value because of its variable interest rate. The weighted average interest rate on short-term borrowings was 5.7% in 2018 and 4.7% in 2017 and 2016 . The fair value of goodwill, non-amortizing intangibles and long-lived assets is measured in connection with the Company’s annual impairment testing as discussed above. |
Significant Concentrations | Significant Concentrations – Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. The Company’s excess cash balances are invested with money center banks. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion comprising the Company’s customer base. The Company also performs on-going credit evaluations and maintains allowances for potential losses as warranted. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”). These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure. Below are the new authoritative pronouncements that management believes are relevant to Company’s current operations. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides entities with an additional (and optional) transition method, in addition to the existing transition method, the modified retrospective approach, to adopt the new leases standard by allowing entities to initially apply the new leases standard, ASU 2016-02, Leases (Topic 842), at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. This additional transition method changes only when an entity is required to initially apply the transition requirements of the new leases standard; it does not change how those requirements apply. An entity's reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP. ASU 2016-02 related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all of its leases. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance will be effective for the Company starting in the first quarter of fiscal 2019. The Company adopted the new guidance on January 1, 2019, utilizing the modified retrospective transition method that allows for a cumulative-effect adjustment in the period of adoption, and does not plan to restate prior periods. Additionally, the Company has elected the package of transitional practical expedients which allows an entity not to reassess whether expired or existing contracts contain leases, lease classification of expired or existing leases, and whether previously capitalized initial direct costs would qualify for capitalization under the new guidance. As guidance allows, the Company has elected as an accounting policy not to consider short term leases, those with less than 12 months of duration, as right of use assets. Upon adoption, the Company's right of use assets and corresponding lease liabilities are estimated at approximately $52 million to $57 million and $62 million to $67 million , respectively. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year, with early adoption permitted after adoption of ASU 2014-09. The Company adopted the new guidance effective January 1, 2019 and does not anticipate a material impact to total expenses in the consolidated statements of operations. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements, which eliminates, adds or modifies certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year, with early adoption permitted to adopt either the entire standard or only the provisions that eliminate or modify the requirements. The Company is evaluating the effect of adopting this pronouncement. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year, with early adoption permitted, including adoption in any interim period. The Company is evaluating the effect of adopting this pronouncement. In March 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment. which eliminates the second step from the goodwill impairment test. An entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss cannot exceed the total amount of goodwill allocated to the reporting unit. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company is evaluating the effect of adopting this pronouncement. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718) Scope of Modification Accounting, which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. This new guidance will be applied prospectively to awards modified on or after the adoption date. This standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company adopted this standard beginning January 1, 2018 and its adoption did not materially impact the Company's consolidated financial position or results of operations when implemented in the first quarter of 2018. |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents the Company's revenue, from continuing operations, by reportable segment and by geography for the year ended December 31, 2018, 2017 and 2016 (in millions): Year Ended December 31, 2018 2017 2016 Net sales: IPG MRO products and industrial supplies-United States $ 854.6 $ 759.4 $ 692.3 IPG MRO products and industrial supplies-Canada 42.3 32.4 26.9 Corporate and other - Germany 0.0 0.0 33.9 Consolidated $ 896.9 $ 791.8 $ 753.1 |
DISPOSITIONS AND SPECIAL (GAI_2
DISPOSITIONS AND SPECIAL (GAINS) CHARGES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Reconciliation of Pretax Loss of Discontinued Operations to Loss of Discontinued Operations | Below is a summary of the impact on net sales, net income (loss) and net income (loss) per share from discontinued operations for the years ended December 31, 2018, 2017 and 2016. Pretax income (loss) of Discontinued operations to the Net loss of discontinued operations is as follows: Year Ended December 31, 2018 2017 2016 Net sales $ 352.0 $ 590.6 $ 938.8 Cost of sales 295.8 498.3 809.1 Gross profit 56.2 92.3 129.7 Selling, distribution and administrative expenses 36.5 74.7 146.9 Pre-tax book gain on sale of France business (178.9 ) 0.0 0.0 Special charges, net 0.6 30.6 11.5 Operating income (loss) from discontinued operations 198.0 (13.0 ) (28.7 ) Foreign currency exchange (income) loss (0.2 ) 0.8 0.1 Interest and other expense (income), net 0.0 0.3 0.3 Income (loss) of discontinued operations before income taxes 198.2 (14.1 ) (29.1 ) Provision for income tax 23.0 11.0 7.4 Net income (loss) from discontinued operations $ 175.2 $ (25.1 ) $ (36.5 ) Net income (loss) per share - basic $ 4.69 $ (0.68 ) $ (0.98 ) Net income (loss) per share - diluted $ 4.62 $ (0.67 ) $ (0.98 ) |
Special Charge Liabilities | The following table details the liabilities related to the sold NATG segment's leases and other costs and liabilities that remain from the sold Misco Germany business (Corporate) for 2018 (in millions): Corporate – Lease liabilities and other costs NATG – Lease liabilities and other exit costs Total Balance January 1, 2018 $ 1.2 $ 19.0 $ 20.2 Charged to expense 0.0 2.5 2.5 Paid or otherwise settled (0.3 ) (15.3 ) (15.6 ) Balance December 31, 2018 $ 0.9 $ 6.2 $ 7.1 The following table details the liabilities related to the sold ETG segment's severance and other costs recorded within discontinued operations, NATG segment's leases and other costs and liabilities that remain from the sold Misco Germany business (Corporate) for 2017 (in millions): ETG - Workforce Reductions and Personnel Costs Corporate – Lease NATG – Lease Total Balance, January 1, 2017 $ 0.0 $ 1.2 $ 19.3 $ 20.5 Charged to expense 0.3 0.0 6.5 6.8 Paid or otherwise settled (0.3 ) 0.0 (6.8 ) (7.1 ) Balance, December 31, 2017 $ 0.0 $ 1.2 $ 19.0 $ 20.2 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Value of Goodwill | The following table provides information related to the carrying value of goodwill (in millions): December 31, 2018 2017 Balance, January 1 $ 5.5 $ 7.6 Reclassified to discontinued operations due to sale 0.0 (2.1 ) Balance, December 31 $ 5.5 $ 5.5 |
Schedule of Indefinite-Lived Intangible Assets | The following table provides information related to the carrying value of indefinite lived intangibles as of December 31, 2018 and 2017, respectively (in millions): December 31, 2018 2017 Balance, January 1 $ 0.7 $ 0.7 France trademark 0.0 1.8 Reclassified to discontinued operations due to sale 0.0 (1.8 ) Balance, December 31 $ 0.7 $ 0.7 |
Schedule of Definite-Lived Intangible Assets | The following table summarizes information related to definite-lived intangible assets as of December 31, 2018 (in millions): December 31, 2018 Amortization Gross Carrying Accumulated Net Book Value Weighted avg Client lists 5-10 yrs $ 2.0 $ 0.8 $ 1.2 6.1 Leases 3-6 yrs 0.8 0.5 0.3 1.9 Domain name 5 yrs 3.4 3.4 0.0 0.0 Total $ 6.2 $ 4.7 $ 1.5 5.2 The following table summarizes information related to definite-lived intangible assets as of December 31, 2017 (in millions): December 31, 2017 Amortization Gross Carrying Accumulated Net Book Value Weighted avg Client lists 5-10 yrs $ 2.0 $ 0.6 $ 1.4 7.0 Leases 3-6 yrs 0.8 0.4 0.4 3.1 Domain name 5 yrs 3.4 0.8 2.6 3.8 Total $ 6.2 $ 1.8 $ 4.4 4.8 |
Schedule of Aggregate Amortization Expense for Intangibles | The aggregate amortization expense for these intangibles was approximately $2.9 million in 2018 . This includes approximately $1.9 million of impairment charges recorded within the IPG segment, in selling, distribution and administrative expenses, resulting from the decision to abandon the trademark and domain name of C&H Distributors. The estimated amortization for future years ending December 31 is as follows (in millions): 2019 $ 0.3 2020 0.3 2021 0.3 2022 0.2 2023 and after $ 0.4 Total $ 1.5 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, plant and equipment, net consist of the following (in millions): December 31, 2018 2017 Land improvements $ 0.8 $ 0.8 Furniture and fixtures, office, computer and other equipment and software 38.6 43.6 Leasehold improvements 15.9 14.5 55.3 58.9 Less accumulated depreciation and amortization 40.4 44.9 Property, plant and equipment, net $ 14.9 $ 14.0 |
Property, Plant and Equipment, Assets Under Capital Leases | Included in property, plant and equipment are assets under capital leases, as follows (in millions): December 31, 2018 2017 Office, computer and other equipment $ 4.9 $ 6.0 Less: Accumulated amortization 4.7 5.6 $ 0.2 $ 0.4 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in millions): December 31, 2018 2017 Payroll and employee benefits $ 12.0 $ 11.3 Advertising 5.5 6.0 Sales and VAT tax payable 2.8 2.3 Freight 4.9 3.9 Reorganization costs 2.0 8.1 Income taxes payable 0.0 0.3 Product returns liability 1.8 0.0 Other 6.0 6.6 $ 35.0 $ 38.5 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Weighted-Average Assumptions Used To Estimate the Fair Value of Options Granted | The following table presents the weighted-average assumptions used to estimate the fair value of options granted in 2018 , 2017 and 2016 : 2018 2017 2016 Expected annual dividend yield 1.4 % 2.4 % — % Risk-free interest rate 2.94 % 2.26 % 1.64 % Expected volatility 48.0 % 48.9 % 44.4 % Expected life in years 5.2 4.0 7.1 |
Schedule of Outstanding and Exercisable Options | The following table summarizes information concerning outstanding and exercisable options: Weighted Average 2018 2017 2016 Shares Weighted Shares Weighted Shares Weighted Outstanding at beginning of year 1,001,300 $ 11.58 1,410,250 $ 12.57 954,625 $ 15.98 Granted 17,550 $ 31.66 10,000 $ 24.36 670,000 $ 8.43 Exercised (400,203 ) $ 12.18 (138,450 ) $ 13.49 0 $ 0.00 Canceled or expired (22,499 ) $ 15.24 (280,500 ) $ 16.04 (214,375 ) $ 14.86 Outstanding at end of year 596,148 $ 11.64 1,001,300 $ 11.58 1,410,250 $ 12.57 Options exercisable at year end 341,515 588,802 750,250 Weighted average fair value per option granted during the year $ 12.87 $ 10.69 $ 3.94 |
Schedule of Options Vested and Exercisable or Nonvested, Expected to Vest (Nonvested Outstanding Less Expected Forfeitures) | The following table summarizes information about options vested and exercisable or nonvested that are expected to vest (nonvested outstanding less expected forfeitures) at December 31, 2018 : Range of Exercise Prices Number Exercisable Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in millions) $ 5.00 to $ 10.00 366,043 $ 8.54 7.52 $ 5.5 $ 10.01 to $ 15.00 126,250 $ 13.57 2.05 1.3 $ 15.01 to $ 20.00 79,348 $ 18.73 3.17 0.4 $ 20.01 to $ 25.00 0 $ 0.00 0 0.0 $ 25.01 to $ 30.00 0 $ 0.00 0 $ 0.0 $ 30.01 to $ 31.66 17,550 $ 31.66 9.77 $ 0.0 $ 5.00 to $ 31.66 589,191 $ 11.68 5.83 $ 7.2 |
Schedule of Unvested Stock Options | The following table reflects the activity for all unvested stock options during 2018 : Shares Weighted Average Grant- Date Fair Value Unvested at January 1, 2018 412,498 $ 4.93 Granted 17,550 $ 12.87 Vested (152,916 ) $ 7.52 Forfeited (22,499 ) $ 12.28 Unvested at December 31, 2018 254,633 $ 4.73 |
Schedule of Repurchase Agreements | Details of the purchase is as follows: Fiscal Month Total Number of Average Price Total Number of Maximum Number July 232,550 38.96 232,550 1,767,450 |
Nonvested Restricted Stock Shares Activity | The following table reflects the activity for all unvested restricted stock during 2018 : Shares Weighted Average Grant- Date Fair Value Unvested at January 1, 2018 240.867 16.22 Granted 8.894 13.49 Vested (117.277 ) 19.55 Unvested at December 31, 2018 132.484 14.31 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of Income (Loss) before Income Taxes | The following table summarizes our U.S. and foreign components of income (loss) from continuing operations before income taxes (in millions): Year Ended December 31, 2018 2017 2016 United States $ 62.8 $ 45.6 $ 6.7 Foreign 0.1 (0.1 ) (0.2 ) Total $ 62.9 $ 45.5 $ 6.5 |
Schedule of (Benefit) Provision for Income Taxes | The following table summarizes the (benefit) provision for income taxes from continuing operations (in millions): Year Ended December 31, 2018 2017 2016 Current: Federal $ 2.6 $ 0.7 $ 0.1 State 2.4 1.1 1.2 Foreign 0.0 0.1 0.2 Total current $ 5.0 $ 1.9 $ 1.5 Deferred: Federal $ 7.7 $ (18.3 ) $ 0.0 State 0.6 (3.6 ) 1.1 Foreign 0.1 0.0 0.0 Total deferred $ 8.4 $ (21.9 ) $ 1.1 TOTAL $ 13.4 $ (20.0 ) $ 2.6 |
Reconciliation of Difference between Income Tax Expense and Computed Income Tax Expense Based on Federal Statutory Corporate Rate | A reconciliation of the difference between the income tax expense and the computed income tax expense based on the Federal statutory corporate rate is as follows (in millions): Year Ended December 31, 2018 2017 2016 Income tax at Federal statutory rate $ 13.2 21.0 % $ 15.9 35.0 % $ 2.3 35.0 % State and local income taxes, net of federal tax benefit 2.6 4.1 % 5.0 11.0 % (0.7 ) (10.8 )% Impact of state rate changes (0.1 ) (0.2 )% 0.3 0.7 % 1.4 21.5 % Changes in valuation allowances 0.0 0.0 % (21.7 ) (47.7 )% (0.6 ) (9.2 )% Reversal of valuation allowances (0.2 ) (0.3 )% (29.4 ) (64.6 )% 0.0 0.0 % 2017 TCJA, net deferred tax remeasurement and repatriation tax impacts (0.7 ) (1.1 )% 10.4 22.9 % 0.0 0.0 % Non-deductible items (1.4 ) (2.2 )% 0.1 0.2 % 0.1 1.5 % Other items, net 0.0 0.0 % (0.6 ) (1.5 )% 0.1 1.5 % Income tax $ 13.4 21.3 % $ (20.0 ) (44.0 )% $ 2.6 39.5 % |
Schedule of Deferred Tax Assets and Liabilities | The deferred tax assets and liabilities are comprised of the following (in millions): December 31, 2018 2017 Assets: Accrued expenses and other liabilities $ 2.8 $ 2.4 Inventory 1.3 1.1 Intangible & other 3.8 6.9 Net operating loss and credit carryforwards 19.3 28.0 Valuation allowances (18.3 ) (18.3 ) Total non-current deferred tax assets 8.9 20.1 Liabilities: Non-current: Other $ 0.1 $ 0.1 Total non-current liabilities $ 0.1 $ 0.1 |
COMMITMENTS, CONTINGENCIES AN_2
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Annual Lease Payments for Capital Leases and Related and Third-Party Operating Leases | At December 31, 2018 , the future minimum annual lease payments for capital and third-party operating leases were as follows (in millions): Capital Leases Operating Leases Total 2019 $ 0.1 $ 14.0 $ 14.1 2020 0.0 12.3 12.3 2021 0.0 9.2 9.2 2022 0.0 8.2 8.2 2023 0.0 8.0 8.0 2024-2028 0.0 23.4 23.4 2029-2032 0.0 9.3 9.3 Total minimum lease payments 0.1 84.4 84.5 |
SEGMENT AND RELATED INFORMATI_2
SEGMENT AND RELATED INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Financial Information by Reportable Segment | Financial information relating to the Company’s continuing operations by reportable segment was as follows (in millions): Year Ended December 31, 2018 2017 2016 Net Sales: IPG $ 896.9 $ 791.8 $ 715.6 Corporate and other 0.0 0.0 37.5 Consolidated $ 896.9 $ 791.8 $ 753.1 Depreciation and Amortization Expense: IPG $ 3.9 $ 3.9 $ 3.6 Corporate and other 0.6 0.7 0.9 Consolidated $ 4.5 $ 4.6 $ 4.5 Operating Income (Loss): IPG $ 82.6 $ 69.6 $ 34.3 NATG - continuing operations (0.8 ) (0.6 ) (2.8 ) Corporate and other expenses (20.1 ) (23.3 ) (23.5 ) Consolidated $ 61.7 45.7 $ 8.0 Total Assets IPG $ 234.7 $ 220.4 $ 201.5 ETG - discontinued 0.0 185.3 269.4 NATG 8.9 13.6 6.9 Corporate and other 286.4 132.1 88.3 Consolidated $ 530.0 $ 551.4 $ 566.1 |
Financial Information by Geographic Area | Financial information relating to the Company’s continuing operations by geographic area was as follows (in millions): Year Ended December 31, 2018 2017 2016 Net Sales: United States $ 854.6 $ 759.4 $ 692.3 Germany 0.0 0.0 33.9 Other North America 42.3 32.4 26.9 Consolidated $ 896.9 $ 791.8 $ 753.1 Long-lived Assets: United States $ 14.8 $ 13.9 $ 15.4 Other North America 0.1 0.1 0.0 Consolidated $ 14.9 $ 14.0 $ 15.4 |
QUARTERLY FINANCIAL DATA (UNA_2
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly financial data, excluding discontinued operations, is as follows (in millions, except for per share amounts): First Quarter Second Quarter Third Quarter Fourth Quarter 2018 Net sales $ 212.2 $ 231.2 $ 235.8 $ 217.7 Gross profit $ 72.5 $ 80.0 $ 82.2 $ 73.0 Net income from continuing operations $ 8.7 $ 13.4 $ 15.1 $ 12.3 Net income per common share from continuing operations: Basic $ 0.23 $ 0.36 $ 0.41 $ 0.33 Diluted $ 0.23 $ 0.35 $ 0.40 $ 0.33 2017 Net sales $ 190.2 $ 202.7 $ 204.4 $ 194.5 Gross profit $ 63.4 $ 73.3 $ 71.2 $ 65.3 Net income from continuing operations $ 6.4 $ 15.2 $ 11.3 $ 32.6 Net income per common share from continuing operations: Basic $ 0.17 $ 0.41 $ 0.31 $ 0.88 Diluted $ 0.17 $ 0.41 $ 0.30 $ 0.86 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) $ in Millions | Aug. 31, 2018USD ($) | Aug. 30, 2018segment | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Aug. 31, 2018USD ($) | Dec. 31, 2018USD ($)segmentstore | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of reportable segments | segment | 2 | 1 | ||||||
Gain (loss) on sale of business | $ 178.9 | $ 0 | $ 0 | |||||
Net sales | 352 | 590.6 | 938.8 | |||||
Income (loss) from discontinued operations, net of tax | $ 175.2 | (25.1) | (36.5) | |||||
NATG | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of remaining stores | store | 3 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | French Business Unit | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Gain (loss) on sale of business | $ 175.8 | $ 175.8 | ||||||
Proceeds from divestiture of businesses | $ 267.3 | |||||||
Favorable purchase price adjustments | $ 0.7 | |||||||
Disposal group, assets | $ 82.5 | $ 82.5 | $ 82.5 | 82.5 | ||||
Disposal group, accelerated amortization for share based compensation | 1.5 | 1.5 | ||||||
Disposal group, transaction and exit costs | 5.1 | 5.1 | ||||||
Disposal group, operating expense requiring use of cash | $ 5.1 | 5.1 | ||||||
Transition services, period | 6 months | |||||||
Net sales | 352 | 473.6 | 417.2 | |||||
Income (loss) from discontinued operations, net of tax | 175.8 | 10.6 | 13 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | SARL Business Segment | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Net sales | 0 | 117 | 509.8 | |||||
Income (loss) from discontinued operations, net of tax | 0.2 | (28.2) | (24.8) | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | NATG | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Net sales | 0 | 0 | 11.8 | |||||
Income (loss) from discontinued operations, net of tax | (0.8) | $ (7.5) | $ (24.7) | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | IPG | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Gain (loss) on sale of business | 3.1 | |||||||
ETG - discontinued | Disposal Group, Disposed of by Sale, Not Discontinued Operations | French Business Unit | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Gain (loss) on sale of business | $ 178.9 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2019 | |
Advertising Costs | ||||||
Advertising expense | $ 70.4 | $ 67 | $ 71.4 | |||
Vendor consideration | $ 3.3 | $ 5.8 | $ 6.4 | |||
Net Income (Loss) Per Common Share | ||||||
Stock options and restricted stock awards securities excluded from computation of earnings (loss) per share (in shares) | 0 | 40 | 1,300 | |||
Employee Benefit Plans | ||||||
Minimum annual contribution per employee | 1.00% | |||||
Aggregate expense in contribution plans | $ 1.2 | $ 0.7 | $ 0.4 | |||
Fair Value Measurements | ||||||
Weighted average interest rate on short-term borrowings | 5.70% | 4.70% | 5.70% | 4.70% | 4.70% | |
ETG | ||||||
Evaluation of Long-lived Assets | ||||||
Impairment charge on long-lived assets | $ 1.7 | |||||
Goodwill and Intangible Assets | ||||||
Intangible asset impairment charges | 0.3 | |||||
Advertising Costs | ||||||
Advertising expense | $ 1.1 | $ 2.2 | $ 3.6 | |||
Vendor consideration | 2 | 4.7 | 6.3 | |||
NATG | ||||||
Advertising Costs | ||||||
Advertising expense | $ 0 | $ 0.3 | 1.5 | |||
Vendor consideration | $ 0.9 | |||||
IPG | ||||||
Goodwill and Intangible Assets | ||||||
Intangible asset impairment charges | $ 1.9 | $ 0.1 | ||||
Minimum | ||||||
Advertising Costs | ||||||
Amortization period | 1 month | |||||
Maximum | ||||||
Advertising Costs | ||||||
Amortization period | 4 months | |||||
Furniture, Fixtures and Equipment | Minimum | ||||||
Segment Reporting Information [Line Items] | ||||||
Estimated useful lives | 3 years | |||||
Furniture, Fixtures and Equipment | Maximum | ||||||
Segment Reporting Information [Line Items] | ||||||
Estimated useful lives | 10 years | |||||
Internal-Use Software | ||||||
Segment Reporting Information [Line Items] | ||||||
Estimated useful lives | 3 years | |||||
Employee Stock Option | ||||||
Net Income (Loss) Per Common Share | ||||||
Shares included in the calculated of diluted earnings per share | 500 | 400 | 0 | |||
Employee Stock Option | ETG | ||||||
Advertising Costs | ||||||
Additional compensation costs | $ 0.3 | |||||
Restricted Stock | ||||||
Net Income (Loss) Per Common Share | ||||||
Shares included in the calculated of diluted earnings per share | 200 | 200 | 300 | |||
Subsequent Event | Pro Forma | Accounting Standards Update 2016-02 | Minimum | ||||||
Fair Value Measurements | ||||||
Operating lease liability | $ 52 | |||||
Right of use asset | 62 | |||||
Subsequent Event | Pro Forma | Accounting Standards Update 2016-02 | Maximum | ||||||
Fair Value Measurements | ||||||
Operating lease liability | 57 | |||||
Right of use asset | $ 67 |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue from Contract with Customer [Abstract] | |||||||||||
Contract with Customer, Refund Liability | $ 1.8 | $ 1.8 | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Performance obligation, timing of satisfaction | The Company's standard terms, provided on its invoices as well as on its websites, are included in communications with the customer and have standard payment terms of 30 days. Certain customers may have extended payment terms that have been pre-approved by the Company's credit department, but generally none extend longer than 120 days. | ||||||||||
Net sales | $ 217.7 | $ 235.8 | $ 231.2 | $ 212.2 | $ 194.5 | $ 204.4 | $ 202.7 | $ 190.2 | $ 896.9 | $ 791.8 | $ 753.1 |
Reportable Geographical Components | United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 854.6 | 759.4 | 692.3 | ||||||||
Reportable Geographical Components | Germany | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 0 | 0 | 33.9 | ||||||||
Reportable Geographical Components | MRO Products Industrial Supplies | United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 854.6 | 759.4 | 692.3 | ||||||||
Reportable Geographical Components | MRO Products Industrial Supplies | Canada | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 42.3 | $ 32.4 | $ 26.9 |
DISPOSITIONS AND SPECIAL (GAI_3
DISPOSITIONS AND SPECIAL (GAINS) CHARGES - Narrative (Details) - USD ($) $ in Millions | Aug. 31, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Aug. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gain (loss) on sale of business | $ 178.9 | $ 0 | $ 0 | ||||
Special charges, net | 0.8 | 0.3 | $ 3.9 | ||||
Disposed of by Sale | NATG | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Ongoing restitution proceedings | 0.7 | ||||||
Discontinued operations incurred special charges related to updating future lease cash flows | 6.9 | ||||||
Charges for updating future lease cash flows | 6.2 | ||||||
Disposed of by Sale | SARL Business Segment | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Combined loss on sale | 23.7 | ||||||
Loss on sale of net assets | 8.2 | ||||||
Translation adjustment | 14.4 | ||||||
Legal, professional and other costs | 1.1 | ||||||
Recovery from settlement | 0.8 | ||||||
Severance and other personnel costs | 0.3 | ||||||
Charges related to transitional services agreement | 0.5 | ||||||
Charges requiring use of cash | 1.4 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | French Business Unit | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gain (loss) on sale of business | $ 175.8 | 175.8 | |||||
Proceeds from divestiture of businesses | $ 267.3 | ||||||
Favorable purchase price adjustments | $ 0.7 | ||||||
Disposal group, assets | $ 82.5 | $ 82.5 | $ 82.5 | 82.5 | |||
Disposal group, accelerated amortization for share based compensation | 1.5 | 1.5 | |||||
Disposal group, transaction and exit costs | 5.1 | 5.1 | |||||
Disposal group, operating expense requiring use of cash | $ 5.1 | 5.1 | |||||
Transition services, period | 6 months | ||||||
ETG - discontinued | Disposal Group, Disposed of by Sale, Not Discontinued Operations | French Business Unit | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gain (loss) on sale of business | 178.9 | ||||||
NATG | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Special charges, net | 1.4 | ||||||
Lease reserves | 2.5 | ||||||
Ongoing restitution proceedings | 0.1 | ||||||
Restitution receipts | 1 | ||||||
Vendor settlements | 0.2 | ||||||
NATG and ETG | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Special charges, net | 30.9 | ||||||
Continuing Operations | NATG | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Special charges, net | 0.8 | ||||||
Continuing Operations | NATG and ETG | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Special charges, net | 0.3 | ||||||
Discontinued Operations | NATG | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Special charges, net | $ 1.7 | ||||||
Discontinued Operations | NATG and ETG | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Special charges, net | $ 30.6 |
DISPOSITIONS AND SPECIAL (GAI_4
DISPOSITIONS AND SPECIAL (GAINS) CHARGES - Discontinued Operations (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Net sales | $ 352 | $ 590.6 | $ 938.8 |
Cost of sales | 295.8 | 498.3 | 809.1 |
Gross profit | 56.2 | 92.3 | 129.7 |
Selling, distribution and administrative expenses | 36.5 | 74.7 | 146.9 |
Pre-tax book gain on sale of France business | (178.9) | 0 | 0 |
Special charges, net | 0.6 | 30.6 | 11.5 |
Operating income (loss) from discontinued operations | 198 | (13) | (28.7) |
Foreign currency exchange (income) loss | (0.2) | 0.8 | 0.1 |
Interest and other expense (income), net | 0 | 0.3 | 0.3 |
Income (loss) of discontinued operations before income taxes | 198.2 | (14.1) | (29.1) |
Provision for income tax | 23 | 11 | 7.4 |
Net income (loss) from discontinued operations | $ 175.2 | $ (25.1) | $ (36.5) |
Net income (loss) per share - basic (in dollars per share) | $ 4.69 | $ (0.68) | $ (0.98) |
Net income (loss) per share - diluted (in dollars per share) | $ 4.62 | $ (0.67) | $ (0.98) |
DISPOSITIONS AND SPECIAL (GAI_5
DISPOSITIONS AND SPECIAL (GAINS) CHARGES - Special Charges (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
NATG and Corporate | ||
Restructuring Reserve [Roll Forward] | ||
Balance beginning of period | $ 20.2 | |
Charged to expense | 2.5 | |
Paid or otherwise settled | (15.6) | |
Balance end of period | 7.1 | $ 20.2 |
ETG, NATG, and Corporate | ||
Restructuring Reserve [Roll Forward] | ||
Balance beginning of period | 20.2 | 20.5 |
Charged to expense | 6.8 | |
Paid or otherwise settled | (7.1) | |
Balance end of period | 20.2 | |
Lease liabilities and other costs | Corporate | ||
Restructuring Reserve [Roll Forward] | ||
Balance beginning of period | 1.2 | 1.2 |
Charged to expense | 0 | 0 |
Paid or otherwise settled | (0.3) | 0 |
Balance end of period | 0.9 | 1.2 |
Lease liabilities and other costs | NATG | ||
Restructuring Reserve [Roll Forward] | ||
Balance beginning of period | 19 | 19.3 |
Charged to expense | 2.5 | 6.5 |
Paid or otherwise settled | (15.3) | (6.8) |
Balance end of period | 6.2 | 19 |
Workforce reduction and other personnel costs | ETG | ||
Restructuring Reserve [Roll Forward] | ||
Balance beginning of period | $ 0 | 0 |
Charged to expense | 0.3 | |
Paid or otherwise settled | (0.3) | |
Balance end of period | $ 0 |
GOODWILL AND INTANGIBLES - Good
GOODWILL AND INTANGIBLES - Goodwill and Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Aug. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill [Roll Forward] | |||
Balance at beginning of period | $ 5.5 | $ 7.6 | |
Reclassified to discontinued operations due to sale | 0 | (2.1) | |
Balance at end of period | 5.5 | 5.5 | |
Long term assets, transferred from discontinued operations | $ 1.8 | ||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Balance, January 1 | 0.7 | 0.7 | |
France trademark | 0 | 1.8 | |
Reclassified to discontinued operations due to sale | 0 | (1.8) | |
Balance, December 31 | $ 0.7 | $ 0.7 | |
French Business Unit | |||
Goodwill [Roll Forward] | |||
Goodwill, reclassified to discontinued operations, due to sale | $ 2.1 |
GOODWILL AND INTANGIBLES - Defi
GOODWILL AND INTANGIBLES - Definite Lived Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 6.2 | $ 6.2 | |
Accumulated Amortization | 4.7 | 1.8 | |
Net Book Value | $ 1.5 | $ 4.4 | |
Weighted avg useful life | 5 years 2 months 12 days | 4 years 9 months 18 days | |
French Business Unit | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, transfer to discontinued operations | $ 0.3 | ||
Finite-lived intangible assets, amortization, transfer to discontinued operations | $ 0.3 | ||
Client lists | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 2 | 2 | |
Accumulated Amortization | 0.8 | 0.6 | |
Net Book Value | $ 1.2 | $ 1.4 | |
Weighted avg useful life | 6 years 1 month 6 days | 7 years | |
Client lists | Minimum Years | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period (Years) | 5 years | 5 years | |
Client lists | Maximum Years | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period (Years) | 10 years | 10 years | |
Leases | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 0.8 | $ 0.8 | |
Accumulated Amortization | 0.5 | 0.4 | |
Net Book Value | $ 0.3 | $ 0.4 | |
Weighted avg useful life | 1 year 10 months 24 days | 3 years 1 month 6 days | |
Leases | Minimum Years | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period (Years) | 3 years | 3 years | |
Leases | Maximum Years | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period (Years) | 6 years | 6 years | |
Domain name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period (Years) | 5 years | 5 years | |
Gross Carrying Amount | $ 3.4 | $ 3.4 | |
Accumulated Amortization | 3.4 | 0.8 | |
Net Book Value | $ 0 | $ 2.6 | |
Weighted avg useful life | 0 years | 3 years 9 months 18 days |
GOODWILL AND INTANGIBLES - Sche
GOODWILL AND INTANGIBLES - Schedule of Amortization Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 2.9 | |
Impairment of intangible assets, finite lived | 1.9 | |
2019 | 0.3 | |
2020 | 0.3 | |
2021 | 0.3 | |
2022 | 0.2 | |
2023 and after | 0.4 | |
Net Book Value | $ 1.5 | $ 4.4 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 55.3 | $ 58.9 |
Less accumulated depreciation and amortization | 40.4 | 44.9 |
Property, plant and equipment, net | 14.9 | 14 |
SARL Business Segment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 1.1 | |
Land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 0.8 | 0.8 |
Furniture and fixtures, office, computer and other equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 38.6 | 43.6 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 15.9 | $ 14.5 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Assets Under Capital Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Office, computer and other equipment | $ 4.9 | $ 6 | |
Less: Accumulated amortization | 4.7 | 5.6 | |
Property, plant and equipment, assets under capital leases, net | 0.2 | 0.4 | |
Depreciation | 3.5 | 3.6 | $ 3.8 |
NATG and ETG | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 0.3 | $ 0.7 | $ 3.6 |
CREDIT FACILITIES (Details)
CREDIT FACILITIES (Details) - Secured Revolving Credit Facility | 12 Months Ended |
Dec. 31, 2018USD ($)financial_institution | |
Line of Credit Facility [Line Items] | |
Secured revolving credit agreement, maximum borrowing capacity | $ 75,000,000 |
Number of financial institutions | financial_institution | 1 |
Term of credit facility | 5 years |
Percentage of inventory advance rate computed | 60.00% |
Percentage of inventory advance rate of net orderly liquidation value | 85.00% |
Eligible collateral under the credit facility | $ 75,000,000 |
Availability under line of credit | 73,400,000 |
Total outstanding letters of credit | 2,300,000 |
Excess availability letters of credit | 71,100,000 |
Outstanding borrowings | $ 0 |
Maximum | |
Line of Credit Facility [Line Items] | |
Percentage of eligible accounts receivable for borrowings | 85.00% |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Payroll and employee benefits | $ 12 | $ 11.3 |
Advertising | 5.5 | 6 |
Sales and VAT tax payable | 2.8 | 2.3 |
Freight | 4.9 | 3.9 |
Reorganization costs | 2 | 8.1 |
Income taxes payable | 0 | 0.3 |
Product returns liability | 1.8 | 0 |
Other | 6 | 6.6 |
Accrued expenses | $ 35 | $ 38.5 |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) $ in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018USD ($)planshares | Oct. 31, 2018Installmentshares | Feb. 29, 2016Installmentshares | Jul. 31, 2015Installmentshares | Nov. 30, 2011Installmentshares | Aug. 31, 2010Installmentshares | Nov. 30, 2017Installmentshares | Mar. 31, 2012Installmentshares | Dec. 31, 2018USD ($)planshares | Dec. 31, 2017USD ($)directorshares | Dec. 31, 2016USD ($)shares | Apr. 30, 2018shares | Oct. 31, 2017Installmentshares | Dec. 31, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of compensation plans | plan | 2 | 2 | ||||||||||||
Share based compensation cost | $ | $ 0.9 | $ 1.6 | $ 1.6 | |||||||||||
Employee Stock Option | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of options outstanding (in shares) | 596,148 | 596,148 | 1,001,300 | 1,410,250 | 954,625 | |||||||||
Share based compensation cost | $ | $ 0.3 | $ 1.1 | $ 0.7 | |||||||||||
Share based compensation cost, future income tax benefits | $ | 0.1 | 0.2 | 0.3 | |||||||||||
Total intrinsic value of options exercised | $ | 9.5 | 1.3 | 0 | |||||||||||
Unrecognized compensation costs, unvested stock options | $ | $ 0.5 | $ 0.5 | ||||||||||||
Weighted average period of recognition | 1 year 9 months | |||||||||||||
Total fair value of stock options vested | $ | $ 1.2 | 0.9 | 0.6 | |||||||||||
Employee Stock Option | ETG | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share based compensation cost | $ | 0.4 | 0 | 0.1 | |||||||||||
Acceleration of stock options due to sale of business | $ | 0.3 | |||||||||||||
Employee Stock Option | NATG | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share based compensation cost | $ | 0 | |||||||||||||
Restricted Stock Units (RSUs) | Key Employee | Granted November 2011 | Selling, General and Administrative Expenses | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share based compensation cost | $ | 0.2 | 0.1 | 0.1 | |||||||||||
Restricted Stock Units (RSUs) | Key Employee | Grant February 2016 | Selling, General and Administrative Expenses | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share based compensation cost | $ | $ 0.1 | 0.2 | 0.5 | |||||||||||
Restricted Stock and Restricted Stock Units [Abstract] | ||||||||||||||
Unvested, will accelerate and vest (in shares) | 16,666 | 16,666 | ||||||||||||
Restricted Stock Units (RSUs) | Two Key Employees | Selling, General and Administrative Expenses | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share based compensation cost | $ | $ 0.1 | 0.1 | 0.1 | |||||||||||
Restricted Stock Units (RSUs) | Director | Selling, General and Administrative Expenses | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share based compensation cost | $ | $ 0.1 | $ (0.1) | 0.1 | |||||||||||
1999 Long-term Stock Incentive Plan, as amended | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized for issuance (in shares) | 7,500,000 | 7,500,000 | ||||||||||||
Number of shares granted per calendar year in total, maximum (in shares) | 3,000,000 | |||||||||||||
1999 Long-term Stock Incentive Plan, as amended | Employee Stock Option | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares granted per calendar year in total, maximum (in shares) | 1,500,000 | |||||||||||||
Number of options outstanding (in shares) | 50,000 | 50,000 | ||||||||||||
2010 Long-term Stock Incentive Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized for issuance (in shares) | 7,500,000 | 7,500,000 | ||||||||||||
2010 Long-term Stock Incentive Plan | Employee Stock Option | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares granted per calendar year in total, maximum (in shares) | 1,500,000 | |||||||||||||
Number of options outstanding (in shares) | 546,148 | 546,148 | ||||||||||||
2010 Long-term Stock Incentive Plan | Restricted Stock Units (RSUs) | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Restricted stock outstanding (in shares) | 132,484 | 132,484 | ||||||||||||
2010 Long-term Stock Incentive Plan | Restricted Stock Units (RSUs) | Key Employee | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share based compensation cost | $ | $ 0 | 0 | ||||||||||||
Restricted Stock and Restricted Stock Units [Abstract] | ||||||||||||||
RSU's granted (in shares) | 5,117 | 100,000 | 23,620 | 100,000 | 53,288 | |||||||||
Number of vesting installments | Installment | 4 | 3 | 4 | 10 | 2 | |||||||||
Number of units vesting annually (in shares) | 5,905 | 10,000 | 49,600 | |||||||||||
Unvested, will accelerate and vest (in shares) | 30,000 | |||||||||||||
Number of units vesting immediately | 1,844 | 1,844 | ||||||||||||
Number of directors that resigned during period | director | 2 | |||||||||||||
2010 Long-term Stock Incentive Plan | Restricted Stock Units (RSUs) | Key Employee | Granted August 2010 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share based compensation cost | $ | $ 0.1 | $ 0.1 | $ 0.1 | |||||||||||
Restricted Stock and Restricted Stock Units [Abstract] | ||||||||||||||
RSU's granted (in shares) | 175,000 | |||||||||||||
Number of vesting installments | Installment | 10 | |||||||||||||
Number of units vesting annually (in shares) | 17,500 | |||||||||||||
Unvested, will accelerate and vest (in shares) | 35,000 | |||||||||||||
2010 Long-term Stock Incentive Plan | Restricted Stock Units (RSUs) | Two Key Employees | ||||||||||||||
Restricted Stock and Restricted Stock Units [Abstract] | ||||||||||||||
RSU's granted (in shares) | 50,000 | |||||||||||||
Number of vesting installments | Installment | 10 | |||||||||||||
Number of units vesting annually (in shares) | 5,000 | |||||||||||||
2018 Employee Stock Purchase Plan | Employee Stock | ||||||||||||||
Restricted Stock and Restricted Stock Units [Abstract] | ||||||||||||||
Employee stock purchase plan, shares issued (in shares) | 500,000 | 500,000 | ||||||||||||
Share-based Compensation Arrangement By Share-based Payment Award, Stock Plan Offering Period | 6 months | |||||||||||||
Employee stock purchase plan, maximum shares available to purchase (in shares) | 10,000 | |||||||||||||
Employee stock purchase plan, purchase price of stock, percent | 85.00% | |||||||||||||
2018 Employee Stock Purchase Plan | Employee Stock | Selling, General and Administrative Expenses | ||||||||||||||
Restricted Stock and Restricted Stock Units [Abstract] | ||||||||||||||
Allocated Share-based Compensation Expense | $ | $ 0.1 | |||||||||||||
Maximum | 2010 Long-term Stock Incentive Plan | Restricted Stock Units (RSUs) | Key Employee | ||||||||||||||
Restricted Stock and Restricted Stock Units [Abstract] | ||||||||||||||
Number of vesting installments | Installment | 3 | |||||||||||||
Discontinued Operations | Restricted Stock Units (RSUs) | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share based compensation cost | $ | 1.5 | |||||||||||||
Discontinued Operations | 2010 Long-term Stock Incentive Plan | Restricted Stock Units (RSUs) | Key Employee | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share based compensation cost | $ | 1.5 | $ 0.1 | ||||||||||||
Continuing Operations | Restricted Stock Units (RSUs) | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share based compensation cost | $ | 0.8 | |||||||||||||
Continuing Operations | 2010 Long-term Stock Incentive Plan | Restricted Stock Units (RSUs) | Key Employee | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share based compensation cost | $ | $ 0 |
SHAREHOLDERS' EQUITY - Weighted
SHAREHOLDERS' EQUITY - Weighted-Average Assumptions Used to Estimate Fair Value of Options (Details) - Employee Stock Option | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected annual dividend yield | 1.40% | 2.40% | 0.00% |
Risk-free interest rate | 2.94% | 2.26% | 1.64% |
Expected volatility | 48.00% | 48.90% | 44.40% |
Expected life in years | 5 years 2 months 12 days | 4 years | 7 years 1 month 6 days |
SHAREHOLDERS' EQUITY - Options
SHAREHOLDERS' EQUITY - Options Outstanding and Exercisable (Details) - Employee Stock Option - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | |||
Outstanding at beginning of year (in shares) | 1,001,300 | 1,410,250 | 954,625 |
Granted (in shares) | 17,550 | 10,000 | 670,000 |
Exercised (in shares) | (400,203) | (138,450) | 0 |
Cancelled or expired (in shares) | (22,499) | (280,500) | (214,375) |
Outstanding at end of year (in shares) | 596,148 | 1,001,300 | 1,410,250 |
Options exercisable at year end (in shares) | 341,515 | 588,802 | 750,250 |
Weighted average fair value per option granted during the year (in dollars per share) | $ 12.87 | $ 10.69 | $ 3.94 |
Weighted Avg. Exercise Price | |||
Outstanding at beginning of year (in dollars per share) | 11.58 | 12.57 | 15.98 |
Granted (in dollars per share) | 31.66 | 24.36 | 8.43 |
Exercised (in dollars per share) | 12.18 | 13.49 | 0 |
Cancelled or expired (in dollars per share) | 15.24 | 16.04 | 14.86 |
Outstanding at end of year (in dollars per share) | $ 11.64 | $ 11.58 | $ 12.57 |
SHAREHOLDERS' EQUITY - Option_2
SHAREHOLDERS' EQUITY - Options Vested and Exercisable or Nonvested that are Expected to Vest (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
5.00 to 10.00 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | $ 5 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 10 |
Number Exercisable (in shares) | shares | 366,043 |
Weighted Average Exercise Price (in dollars per share) | $ 8.54 |
Weighted Average Remaining Contractual Life | 7 years 6 months 7 days |
Aggregate Intrinsic Value (in millions) | $ | $ 5.5 |
10.01 to 15.00 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | $ 10.01 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 15 |
Number Exercisable (in shares) | shares | 126,250 |
Weighted Average Exercise Price (in dollars per share) | $ 13.57 |
Weighted Average Remaining Contractual Life | 2 years 18 days |
Aggregate Intrinsic Value (in millions) | $ | $ 1.3 |
15.01 to 20.00 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | $ 15.01 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 20 |
Number Exercisable (in shares) | shares | 79,348 |
Weighted Average Exercise Price (in dollars per share) | $ 18.73 |
Weighted Average Remaining Contractual Life | 3 years 2 months 1 day |
Aggregate Intrinsic Value (in millions) | $ | $ 0.4 |
20.01 to 25.00 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | $ 20.01 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 25 |
Number Exercisable (in shares) | shares | 0 |
Weighted Average Exercise Price (in dollars per share) | $ 0 |
Weighted Average Remaining Contractual Life | 0 years |
Aggregate Intrinsic Value (in millions) | $ | $ 0 |
25.01 to 30.00 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | $ 25.01 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 30 |
Number Exercisable (in shares) | shares | 0 |
Weighted Average Exercise Price (in dollars per share) | $ 0 |
Weighted Average Remaining Contractual Life | 0 years |
Aggregate Intrinsic Value (in millions) | $ | $ 0 |
30.01 to 31.66 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | $ 30.01 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 31.66 |
Number Exercisable (in shares) | shares | 17,550 |
Weighted Average Exercise Price (in dollars per share) | $ 31.66 |
Weighted Average Remaining Contractual Life | 9 years 9 months 7 days |
Aggregate Intrinsic Value (in millions) | $ | $ 0 |
5.00 to 31.66 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | $ 5 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 31.66 |
Number Exercisable (in shares) | shares | 589,191 |
Weighted Average Exercise Price (in dollars per share) | $ 11.68 |
Weighted Average Remaining Contractual Life | 5 years 9 months 29 days |
Aggregate Intrinsic Value (in millions) | $ | $ 7.2 |
SHAREHOLDERS' EQUITY - Unvested
SHAREHOLDERS' EQUITY - Unvested Stock Options (Details) - Unvested Stock Options | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Shares | |
Unvested at beginning of the year (in shares) | shares | 412,498 |
Granted (in shares) | shares | 17,550 |
Vested (in shares) | shares | (152,916) |
Forfeited (in shares) | shares | (22,499) |
Unvested at end of the year (in shares) | shares | 254,633 |
Weighted Average Grant- Date Fair Value | |
Unvested at the beginning of the year (in dollars per share) | $ / shares | $ 4.93 |
Granted (in dollars per share) | $ / shares | 12.87 |
Vested (in dollars per share) | $ / shares | 7.52 |
Forfeited (in dollars per share) | $ / shares | 12.28 |
Unvested at the end of the year (in dollars per share) | $ / shares | $ 4.73 |
SHAREHOLDERS' EQUITY - Unvest_2
SHAREHOLDERS' EQUITY - Unvested Restricted Stock (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Shares | |
Unvested at beginning of the year (in shares) | shares | 240,867 |
Granted (in shares) | shares | 8,894 |
Vested (in shares) | shares | (117,277) |
Unvested at end of the year (in shares) | shares | 132,484 |
Weighted Average Grant- Date Fair Value | |
Unvested at the beginning of the year (in dollars per share) | $ / shares | $ 16.22 |
Granted (in dollars per share) | $ / shares | 13.49 |
Vested (in dollars per share) | $ / shares | 19.55 |
Unvested at the end of the year (in dollars per share) | $ / shares | $ 14.31 |
SHAREHOLDERS' EQUITY - Stock Re
SHAREHOLDERS' EQUITY - Stock Repurchase (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jul. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |||||
Stock repurchase, share authorized to be repurchased (in shares) | 2,000,000 | ||||
Shares repurchased, value | $ 9.1 | $ 9.1 | $ 0 | $ 0 | |
Share repurchased (in shares) | 232,550 | 232,550 | |||
Average price paid per share (in dollars per share) | $ 38.96 | ||||
Maximum number of shares that may yet be purchased under the plans or programs (in shares) | 1,767,450 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Valuation Allowance [Line Items] | |||
One time repatriation tax | $ 5,200,000 | ||
Measurement period adjustment, one time repatriation tax | $ 4,500,000 | ||
Measurement period adjustment, favorable impact in effective tax rate | 0.011 | ||
Deferred tax asset, income tax expense due to Tax Cuts and Jobs Act | 10,400,000 | ||
Tax expense from discontinued operations | $ 23,000,000 | 11,000,000 | $ 7,400,000 |
Net operating loss | (61,700,000) | (45,700,000) | (8,000,000) |
Valuation allowances | 18,300,000 | 18,300,000 | |
Deductible from state and foreign temporary tax differences | 300,000 | ||
Undistributed earnings of its foreign subsidiaries | 1,500,000 | ||
Uncertain tax positions | 0 | ||
Unrecognized tax benefits, accrued interest and penalties | 0 | $ 0 | $ 0 |
Foreign | |||
Valuation Allowance [Line Items] | |||
Net operating loss | 9,200,000 | ||
Tax credit carryforward, amount | 1,700,000 | ||
Net operating loss carryforwards, valuation allowance | 9,200,000 | ||
Tax credit carryforward, valuation allowance | 1,700,000 | ||
Federal | |||
Valuation Allowance [Line Items] | |||
Remaining net operating loss, utilization of carryforward from US federal | 39,200,000 | ||
Net operating loss | 0 | ||
State | |||
Valuation Allowance [Line Items] | |||
Net operating loss | 9,100,000 | ||
Net operating loss carryforwards, valuation allowance | 7,100,000 | ||
French tax authority | |||
Valuation Allowance [Line Items] | |||
Tax expense from discontinued operations | $ 23,000,000 |
INCOME TAXES - Income (Loss) fr
INCOME TAXES - Income (Loss) from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 62.8 | $ 45.6 | $ 6.7 |
Foreign | 0.1 | (0.1) | (0.2) |
Income from continuing operations before income taxes | $ 62.9 | $ 45.5 | $ 6.5 |
INCOME TAXES - (Benefit) Provis
INCOME TAXES - (Benefit) Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Current federal | $ 2.6 | $ 0.7 | $ 0.1 |
Current state | 2.4 | 1.1 | 1.2 |
Current foreign | 0 | 0.1 | 0.2 |
Total current | 5 | 1.9 | 1.5 |
Deferred federal | 7.7 | (18.3) | 0 |
Deferred state | 0.6 | (3.6) | 1.1 |
Deferred foreign | 0.1 | 0 | 0 |
Total deferred | 8.4 | (21.9) | 1.1 |
Income tax | $ 13.4 | $ (20) | $ 2.6 |
INCOME TAXES - Reconciliation B
INCOME TAXES - Reconciliation Between Income Tax Expense and Computed Income Tax Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income tax at Federal statutory rate | $ 13.2 | $ 15.9 | $ 2.3 |
State and local income taxes, net of federal tax benefit | 2.6 | 5 | (0.7) |
Impact of state rate changes | (0.1) | 0.3 | 1.4 |
Changes in valuation allowances | 0 | (21.7) | (0.6) |
Reversal of valuation allowances | (0.2) | (29.4) | 0 |
2017 TCJA, net deferred tax remeasurement and repatriation tax impacts | (0.7) | 10.4 | 0 |
Non-deductible items | (1.4) | 0.1 | 0.1 |
Other items, net | 0 | (0.6) | 0.1 |
Income tax | $ 13.4 | $ (20) | $ 2.6 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Income tax at Federal statutory rate | 21.00% | 35.00% | 35.00% |
State and local income taxes, net of federal tax benefit | 4.10% | 11.00% | (10.80%) |
Impact of state rate changes | (0.20%) | 0.70% | 21.50% |
Changes in valuation allowances | 0.00% | (47.70%) | (9.20%) |
Reversal of valuation allowances | (0.30%) | (64.60%) | 0.00% |
2017 TCJA, net deferred tax remeasurement and repatriation tax impacts | (1.10%) | 22.90% | 0.00% |
Non-deductible items | (2.20%) | 0.20% | 1.50% |
Other items, net | 0.00% | (1.50%) | 1.50% |
Income tax | 21.30% | (44.00%) | 39.50% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Accrued expenses and other liabilities | $ 2.8 | $ 2.4 |
Inventory | 1.3 | 1.1 |
Intangible & other | 3.8 | 6.9 |
Net operating loss and credit carryforwards | 19.3 | 28 |
Valuation allowances | (18.3) | (18.3) |
Total non-current deferred tax assets | 8.9 | 20.1 |
Other | 0.1 | 0.1 |
Total non-current liabilities | $ 0.1 | $ 0.1 |
COMMITMENTS, CONTINGENCIES AN_3
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($)officerstate | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Loss Contingencies [Line Items] | |||
Number of principal shareholders and senior executive officers | officer | 3 | ||
Rental income, due in next fiscal year | $ 2.1 | ||
Rental income, due between one and three years | 4.1 | ||
Rental income, due after year three | 0.2 | ||
Annual rent expense | 12.5 | $ 13.5 | $ 17.7 |
Related party rent expense | 1 | 0.9 | 0.9 |
Rent expense net of sublease income | $ 0.2 | 0.4 | 0.4 |
Number of states seeking recovery of unclaimed property | state | 23 | ||
Number of states requesting payments of claimed amounts | state | 21 | ||
Discontinued NATG and ETG | |||
Loss Contingencies [Line Items] | |||
Annual rent expense | $ 1.1 | $ 2.3 | $ 6.6 |
COMMITMENTS, CONTINGENCIES AN_4
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS - Future Minimum Annual Lease Payments (Details) $ in Millions | Dec. 31, 2018USD ($) |
Capital Leases | |
2019 | $ 0.1 |
2020 | 0 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
2024-2028 | 0 |
2029-2032 | 0 |
Capital lease, total minimum lease payments | 0.1 |
Operating Leases | |
2019 | 14 |
2020 | 12.3 |
2021 | 9.2 |
2022 | 8.2 |
2023 | 8 |
2024-2028 | 23.4 |
2029-2032 | 9.3 |
Operating lease, total minimum lease payments | 84.4 |
Total lease [Abstract] | |
2019 | 14.1 |
2020 | 12.3 |
2021 | 9.2 |
2022 | 8.2 |
2023 | 8 |
2024-2028 | 23.4 |
2029-2032 | 9.3 |
Total leases, total minimum lease payments | $ 84.5 |
SEGMENT AND RELATED INFORMATI_3
SEGMENT AND RELATED INFORMATION - Narrative (Details) $ in Millions | Aug. 30, 2018segment | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Segment Reporting Information [Line Items] | ||||||||||||
Number of reportable segments | segment | 2 | 1 | ||||||||||
Net sales | $ 217.7 | $ 235.8 | $ 231.2 | $ 212.2 | $ 194.5 | $ 204.4 | $ 202.7 | $ 190.2 | $ 896.9 | $ 791.8 | $ 753.1 | |
Net loss from continuing operations | $ (12.3) | $ (15.1) | $ (13.4) | $ (8.7) | $ (32.6) | $ (11.3) | $ (15.2) | $ (6.4) | (49.5) | (65.5) | (3.9) | |
Special charges, net | 0.8 | 0.3 | 3.9 | |||||||||
Corporate and Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | $ 0 | $ 0 | 37.5 | |||||||||
Continuing Operations | Operating Segments | ETG | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 33.9 | |||||||||||
Net loss from continuing operations | 4.7 | |||||||||||
Special charges, net | 1.7 | |||||||||||
Rebate Processing Business | Corporate and Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 3.6 | |||||||||||
Net loss from continuing operations | 2.2 | |||||||||||
Gain on disposition | $ 3.9 |
SEGMENT AND RELATED INFORMATI_4
SEGMENT AND RELATED INFORMATION - Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 217.7 | $ 235.8 | $ 231.2 | $ 212.2 | $ 194.5 | $ 204.4 | $ 202.7 | $ 190.2 | $ 896.9 | $ 791.8 | $ 753.1 |
Depreciation and amortization | 4.5 | 4.6 | 4.5 | ||||||||
Operating Income (Loss) | 61.7 | 45.7 | 8 | ||||||||
Assets | 530 | 551.4 | 530 | 551.4 | 566.1 | ||||||
Operating Segments | IPG | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 896.9 | 791.8 | 715.6 | ||||||||
Depreciation and amortization | 3.9 | 3.9 | 3.6 | ||||||||
Operating Income (Loss) | 82.6 | 69.6 | 34.3 | ||||||||
Assets | 234.7 | 220.4 | 234.7 | 220.4 | 201.5 | ||||||
Operating Segments | ETG - discontinued | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | 0 | 185.3 | 0 | 185.3 | 269.4 | ||||||
Operating Segments | NATG | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating Income (Loss) | (0.8) | (0.6) | (2.8) | ||||||||
Assets | 8.9 | 13.6 | 8.9 | 13.6 | 6.9 | ||||||
Corporate and Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 0 | 0 | 37.5 | ||||||||
Depreciation and amortization | 0.6 | 0.7 | 0.9 | ||||||||
Operating Income (Loss) | (20.1) | (23.3) | (23.5) | ||||||||
Assets | $ 286.4 | $ 132.1 | $ 286.4 | $ 132.1 | $ 88.3 |
SEGMENT AND RELATED INFORMATI_5
SEGMENT AND RELATED INFORMATION - Segments by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | $ 217.7 | $ 235.8 | $ 231.2 | $ 212.2 | $ 194.5 | $ 204.4 | $ 202.7 | $ 190.2 | $ 896.9 | $ 791.8 | $ 753.1 |
Long-lived assets | 14.9 | 14 | 14.9 | 14 | 15.4 | ||||||
United States | Reportable Geographical Components | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 854.6 | 759.4 | 692.3 | ||||||||
Long-lived assets | 14.8 | 13.9 | 14.8 | 13.9 | 15.4 | ||||||
Germany | Reportable Geographical Components | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 0 | 0 | 33.9 | ||||||||
Other North America | Reportable Geographical Components | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 42.3 | 32.4 | 26.9 | ||||||||
Long-lived assets | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 | $ 0 |
QUARTERLY FINANCIAL DATA (UNA_3
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 217.7 | $ 235.8 | $ 231.2 | $ 212.2 | $ 194.5 | $ 204.4 | $ 202.7 | $ 190.2 | $ 896.9 | $ 791.8 | $ 753.1 |
Gross profit | 73 | 82.2 | 80 | 72.5 | 65.3 | 71.2 | 73.3 | 63.4 | 307.7 | 273.2 | 238.2 |
Net income from continuing operations | $ 12.3 | $ 15.1 | $ 13.4 | $ 8.7 | $ 32.6 | $ 11.3 | $ 15.2 | $ 6.4 | $ 49.5 | $ 65.5 | $ 3.9 |
Net income per common share from continuing operations: | |||||||||||
Basic (in dollars per share) | $ 0.33 | $ 0.41 | $ 0.36 | $ 0.23 | $ 0.88 | $ 0.31 | $ 0.41 | $ 0.17 | $ 6.03 | $ 1.09 | $ (0.88) |
Diluted (in dollars per share) | $ 0.33 | $ 0.40 | $ 0.35 | $ 0.23 | $ 0.86 | $ 0.30 | $ 0.41 | $ 0.17 | $ 5.93 | $ 1.07 | $ (0.88) |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for sales returns and doubtful accounts [Roll Forward] | |||
Reserves related to notes receivable and tax refund receivables | $ 5.6 | $ 5.6 | $ 5.6 |
Reserves related to non trade receivables | 0.4 | ||
Allowance for doubtful accounts | |||
Allowance for sales returns and doubtful accounts [Roll Forward] | |||
Balance at Beginning of Period | 1.1 | 9.1 | 6.3 |
Charged to Expenses | 0.7 | 1 | 3.1 |
Write-offs | (0.8) | (9) | (0.3) |
Other | 0 | 0 | 0 |
Balance at End of Period | 1 | 1.1 | 9.1 |
Allowance for sales returns (4) | |||
Allowance for sales returns and doubtful accounts [Roll Forward] | |||
Balance at Beginning of Period | 1.4 | 1.4 | 3.2 |
Charged to Expenses | 1.4 | 1.4 | |
Write-offs | 0 | 0 | |
Other | (1.4) | (3.2) | |
Balance at End of Period | 1.4 | 1.4 | |
Allowance for inventory returns (5) | |||
Allowance for sales returns and doubtful accounts [Roll Forward] | |||
Balance at Beginning of Period | (0.5) | (0.6) | (2.4) |
Charged to Expenses | (0.5) | (0.6) | |
Write-offs | 0 | 0 | |
Other | 0.6 | 2.4 | |
Balance at End of Period | (0.5) | (0.6) | |
Allowance for deferred tax assets | |||
Allowance for sales returns and doubtful accounts [Roll Forward] | |||
Balance at Beginning of Period | 18.3 | 69 | 64 |
Charged to Expenses | (0.3) | (28.6) | 5.3 |
Write-offs | 0 | (2.9) | (1.9) |
Other | 0.3 | (19.2) | 1.6 |
Balance at End of Period | $ 18.3 | $ 18.3 | $ 69 |