Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 23, 2018 | Jun. 30, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | KNOLL INC | ||
Entity Central Index Key | 1,011,570 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,149,428,068 | ||
Common Stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 49,500,661 | ||
Restricted Stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 904,614 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 2,203 | $ 9,854 |
Customer receivables, net of allowance for doubtful accounts of $4,039 and $8,059, respectively | 86,687 | 84,425 |
Inventories | 144,945 | 142,072 |
Prepaid expenses | 29,272 | 27,461 |
Other current assets | 15,163 | 12,996 |
Total current assets | 278,270 | 276,808 |
Property, plant, and equipment, net | 200,630 | 197,084 |
Goodwill | 142,113 | 141,391 |
Intangible assets, net | 238,581 | 241,870 |
Other noncurrent assets | 1,447 | 1,460 |
Total Assets | 861,041 | 858,613 |
Current liabilities: | ||
Current maturities of long-term debt | 10,000 | 10,000 |
Accounts payable | 108,922 | 97,518 |
Other current liabilities | 104,158 | 114,855 |
Total current liabilities | 223,080 | 222,373 |
Long-term debt | 181,048 | 208,383 |
Deferred income taxes | 54,671 | 76,854 |
Post-employment benefits other than pensions | 3,575 | 5,124 |
Pension liability | 21,671 | 17,428 |
Other noncurrent liabilities | 18,267 | 18,982 |
Total liabilities | 502,312 | 549,144 |
Commitments and contingent liabilities | ||
Equity: | ||
Common stock, $0.01 par value; 200,000,000 shares authorized; 65,460,014 shares issued and 49,339,552 shares outstanding (including 841,610 non-voting restricted shares and net of 16,120,462 treasury shares) at December 31, 2017 and 64,741,648 shares issued and 49,096,290 shares outstanding (including 993,962 non-voting restricted shares and net of 15,645,358 treasury shares) at December 31, 2016 | 493 | 491 |
Additional paid-in capital | 54,455 | 55,148 |
Retained earnings | 347,304 | 297,011 |
Accumulated other comprehensive loss | (43,774) | (43,403) |
Total Knoll, Inc. stockholders' equity | 358,478 | 309,247 |
Noncontrolling interests | 251 | 222 |
Total equity | 358,729 | 309,469 |
Total Liabilities and Equity | $ 861,041 | $ 858,613 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Customer receivables, net of allowance for doubtful accounts of $4,039 and $8,059, respectively | $ 4,039 | $ 8,059 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 65,460,014 | 64,741,648 |
Common stock, shares outstanding | 49,339,552 | 49,096,290 |
Non-vesting restricted shares | 841,610 | 993,962 |
Treasury shares | 16,120,462 | 15,645,358 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Sales | $ 1,132,892 | $ 1,164,292 | $ 1,104,442 |
Cost of sales | 718,313 | 718,316 | 692,310 |
Gross profit | 414,579 | 445,976 | 412,132 |
Selling, general, and administrative expenses | 305,992 | 309,668 | 299,476 |
Restructuring charges | 2,150 | 0 | 896 |
Write-off of property, plant, and equipment | 16,306 | 0 | 0 |
Intangible asset impairment charge | 0 | 0 | 10,650 |
Pension settlement charge | 2,162 | 0 | 0 |
Operating profit | 87,969 | 136,308 | 101,110 |
Interest expense | 7,483 | 5,405 | 6,865 |
Other expense (income), net | 1,894 | 3,365 | (9,174) |
Income before income tax expense | 78,592 | 127,538 | 103,419 |
Income tax (benefit) expense, net | (1,600) | 45,424 | 37,471 |
Net earnings | 80,192 | 82,114 | 65,948 |
Net earnings (loss) attributable to noncontrolling interests | 29 | 30 | (15) |
Net earnings attributable to Knoll, Inc. stockholders | $ 80,163 | $ 82,084 | $ 65,963 |
Net earnings per common share attributable to Knoll, Inc. stockholders: | |||
Basic (in dollars per share) | $ 1.66 | $ 1.71 | $ 1.38 |
Diluted (in dollars per share) | $ 1.63 | $ 1.68 | $ 1.36 |
Weighted-average number of common shares outstanding: | |||
Basic (in shares) | 48,422,558 | 48,093,294 | 47,746,707 |
Diluted (in shares) | 49,160,492 | 48,919,108 | 48,438,231 |
Other comprehensive income (loss): | |||
Pension and other post-employment liability adjustment, net of tax | $ (5,239) | $ (6,573) | $ 11,945 |
Foreign currency translation adjustment | 4,868 | 488 | (16,581) |
Total other comprehensive (loss), net of tax | (371) | (6,085) | (4,636) |
Comprehensive income attributable to Knoll, Inc. stockholders | 79,821 | 76,029 | 61,312 |
Comprehensive income (loss) attributable to noncontrolling interests | 29 | 30 | (15) |
Comprehensive income attributable to Knoll, Inc. stockholders | $ 79,792 | $ 75,999 | $ 61,327 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Knoll, Inc. Stockholders' Equity | Noncontrolling Interests |
Beginning Balance at Dec. 31, 2014 | $ 213,218 | $ 487 | $ 41,143 | $ 204,063 | $ (32,682) | $ 213,011 | $ 207 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net earnings | 65,948 | 65,963 | 65,963 | (15) | |||
Other comprehensive loss | (4,636) | (4,636) | (4,636) | ||||
Shares issued for consideration: | |||||||
Exercise of stock options | 5,656 | 4 | 5,652 | 5,656 | |||
Income tax effect from the exercise of stock options and vesting of equity awards | 826 | 826 | 826 | ||||
Shares issued under stock incentive plan | 1 | (1) | |||||
Shares issued to Board of Directors in lieu of cash | 100 | 100 | 100 | ||||
Stock-based compensation | 8,166 | 8,166 | 8,166 | ||||
Cash dividend ($0.51, $0.60, and $0.60 per share in 2015, 2016, and 2017, respectively) | (25,079) | (25,079) | (25,079) | ||||
Purchase of common stock | (8,725) | (4) | (8,721) | (8,725) | |||
Ending Balance at Dec. 31, 2015 | 255,474 | 488 | 47,165 | 244,947 | (37,318) | 255,282 | 192 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net earnings | 82,114 | 82,084 | 82,084 | 30 | |||
Other comprehensive loss | (6,085) | (6,085) | (6,085) | ||||
Shares issued for consideration: | |||||||
Exercise of stock options | 2,772 | 2 | 2,770 | 2,772 | |||
Shares issued under stock incentive plan | 3 | (3) | |||||
Shares issued to Board of Directors in lieu of cash | 75 | 75 | 75 | ||||
Stock-based compensation | 10,469 | 10,603 | (134) | 10,469 | |||
Cash dividend ($0.51, $0.60, and $0.60 per share in 2015, 2016, and 2017, respectively) | (29,886) | (29,886) | (29,886) | ||||
Purchase of common stock | (5,464) | (2) | (5,462) | (5,464) | |||
Ending Balance at Dec. 31, 2016 | 309,469 | 491 | 55,148 | 297,011 | (43,403) | 309,247 | 222 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net earnings | 80,192 | 80,163 | 80,163 | 29 | |||
Other comprehensive loss | (371) | (371) | (371) | ||||
Shares issued for consideration: | |||||||
Exercise of stock options | 472 | 472 | 472 | ||||
Shares issued under stock incentive plan | 4 | 7 | (3) | 4 | |||
Shares issued to Board of Directors in lieu of cash | 125 | 125 | 125 | ||||
Stock-based compensation | 9,658 | (1) | 9,659 | 9,658 | |||
Cash dividend ($0.51, $0.60, and $0.60 per share in 2015, 2016, and 2017, respectively) | (29,870) | (29,870) | (29,870) | ||||
Purchase of common stock | (10,950) | (4) | (10,946) | (10,950) | |||
Ending Balance at Dec. 31, 2017 | $ 358,729 | $ 493 | $ 54,455 | $ 347,304 | $ (43,774) | $ 358,478 | $ 251 |
CONSOLIDATED STATEMENTS OF EQU6
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividend (in dollars per share) | $ 0.60 | $ 0.60 | $ 0.51 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net earnings | $ 80,192 | $ 82,114 | $ 65,948 |
Adjustments to reconcile net earnings to cash provided by operating activities: | |||
Depreciation | 22,749 | 19,071 | 17,364 |
Amortization expense (including deferred financing fees) | 3,954 | 3,954 | 3,915 |
Provision for deferred taxes | (19,634) | 26,016 | 158 |
Inventory obsolescence | 1,882 | 2,376 | 2,656 |
Loss on disposal of property, plant and equipment | 212 | 5 | 1,229 |
Unrealized foreign currency losses (gains) | 1,297 | 827 | (8,789) |
Stock-based compensation | 9,658 | 10,469 | 8,166 |
Intangible asset impairment charge | 0 | 0 | 10,650 |
Non-cash write-off of property, plant and equipment | 16,306 | 0 | 0 |
Bad debt and customer claims | 1,616 | 6,303 | 1,477 |
Changes in assets and liabilities, net of effects of acquisitions: | |||
Customer receivables | (5,500) | 26,591 | (4,292) |
Inventories | (4,045) | (2,157) | (4,481) |
Accounts payable | 12,120 | 4,591 | (26,253) |
Current income taxes | (7,011) | (6,871) | 675 |
Prepaid and other current assets | (3,350) | (13,815) | (5,425) |
Other current liabilities | (4,813) | (3,430) | 22,937 |
Other noncurrent assets and liabilities | (1,899) | (51,749) | 2,919 |
Cash provided by operating activities | 103,734 | 104,295 | 88,854 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | (40,587) | (40,105) | (29,610) |
Purchase of businesses, net of cash acquired | 0 | (18,456) | 0 |
Cash used in investing activities | (40,587) | (58,561) | (29,610) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from credit facility | 310,000 | 377,500 | 309,000 |
Repayment of credit facility | (338,000) | (379,500) | (345,000) |
Payment of financing fees | 0 | 0 | (10) |
Payment of dividends | (30,193) | (29,217) | (24,364) |
Proceeds from the issuance of common stock | 601 | 2,847 | 5,756 |
Purchase of common stock for treasury | (10,950) | (5,464) | (8,725) |
Contingent purchase price payment | (6,000) | (5,000) | (5,000) |
Tax benefit from the exercise of stock options and vesting of equity awards | 0 | 0 | 826 |
Cash used in financing activities | (74,542) | (38,834) | (67,517) |
Effect of exchange rate changes on cash and cash equivalents | 3,744 | (1,238) | (6,556) |
Net (decrease) increase in cash and cash equivalents | (7,651) | 5,662 | (14,829) |
Cash and cash equivalents at beginning of year | 9,854 | 4,192 | 19,021 |
Cash and cash equivalents at end of year | 2,203 | 9,854 | 4,192 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | $ 7,605 | $ 5,228 | $ 6,168 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business Knoll, Inc. and its subsidiaries (the “Company” or “Knoll”) are engaged in the design, manufacture, market and sale of high-end furniture products and accessories, for both workplace and residential markets, as well as modern outdoor furniture. The Company is also engaged in the sale of fine leather, textiles, and felt, focusing on the middle to high-end segments of the market. The Company primarily operates in the United States (“U.S.”), Canada and Europe, and sells its products primarily through a broad network of independent dealers and distribution partners, through a direct sales force, through its showrooms, and online. Basis of Presentation The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants, which the Company is required to follow. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“ASC”), which serves as a single source of authoritative non-SEC accounting and reporting standards to be applied by non-governmental entities. All amounts are presented in U.S. dollars, unless otherwise noted. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries and any partially owned subsidiaries that the Company has the ability to control. Significant intercompany transactions and balances have been eliminated in consolidation. The results of the Company's European subsidiaries are included in the consolidated financial statements, and are presented on a one -month lag to allow for the timely preparation of consolidated financial information. The effect of this lag in presentation is not material to the consolidated financial statements. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ from such estimates. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly liquid investments with maturities of three months or less at the date of purchase. Revenue Recognition The Company recognizes revenue when performance obligations under the terms of a contract with our customer are satisfied. This occurs when the control of the goods and services have been transferred to the customer. Accordingly, revenue for sale of goods is typically recognized upon shipment or delivery depending on the shipping terms of the underlying contract. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The amount of consideration received and revenue recognized varies with changes in returns, rebates, cash sales incentives and other allowances offered to customers based on the company's experience. The Company may receive deposits from customers before revenue is recognized, thus resulting in the recognition of a contract liability (customer deposits). Sales tax, value added tax, and other taxes that are collected concurrent with revenue-producing activities are excluded from revenue. Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for losses associated with accounts receivable balances that are estimated to be uncollectible. The allowance is determined through an analysis of the aging of accounts receivable and assessments of risk that are based on historical trends. The Company evaluates the past-due status of its customer receivables based on the contractual terms of sale. If the financial condition of the Company's customers were to deteriorate, additional allowances may be required. Accounts receivable and corresponding allowance for doubtful accounts are written off when the Company determines that the likelihood of recovery is remote and the Company no longer intends to expend resources to attempt collection. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. The Company adjusts for inventory that it believes is impaired or obsolete. Obsolescence occurs as the result of several factors, including the discontinuance of a product line, changes in product material specifications, replacement products in the marketplace and other competitive influences. Property, Plant, and Equipment Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives are as follows: Category Useful Life (in years) Leasehold improvements (1) Various Buildings 45-60 Office equipment 3-10 Software 3-10 Machinery and equipment 4-12 (1) Useful lives for leasehold improvements are amortized over the shorter of the economic lives or the term of the lease. Maintenance and repairs are expensed as incurred. Interest on capital projects is capitalized during the construction period. The Company reviews the carrying values of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated cash flows expected to result from its use and eventual disposition. The factors considered by the Company in performing this assessment include current operating results, business trends affecting the use of certain assets and other economic factors. In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets. Goodwill and Intangible Assets The Company records the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired as goodwill. Goodwill and intangible assets with indefinite lives are tested for impairment at least annually, as of October 1, and whenever events or circumstances occur indicating that a possible impairment may have been incurred. Intangible assets with finite lives are amortized over their useful lives. The Company assesses whether goodwill impairment exists using both the qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If based on this qualitative assessment the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed to determine whether a goodwill impairment exists at the reporting unit. In 2017 , in accordance with ASU 2017-04, the Company conducted the goodwill impairment test using the simplified test. The Company compares the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company estimates the fair value of its reporting units using a combination of the fair values derived from both the income approach and the market approach. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the business's ability to execute on the projected cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit. The Company assesses whether indefinite-lived intangible assets impairment exists using both the qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If based on this qualitative assessment, the Company determines it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed to determine whether an indefinite-lived intangible asset impairment exists. The Company tests the indefinite-lived intangible assets for impairment by comparing the carrying value to the fair value based on current revenue projections of the related operations, under the relief from royalty method. Any excess of the carrying value over the amount of fair value is recognized as an impairment. Any such impairment is recognized in the reporting period in which it has been identified. Finite-lived intangible assets such as customer relationships, non-compete agreements, and licenses are amortized over their estimated useful lives. The Company reviews the carrying values of these assets for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated cash flows expected to result from its use and eventual disposition. The Company continually evaluates the reasonableness of the useful lives of these assets. Business Combinations The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. The results of operations of the acquired business are included in the Company's operating results from the date of acquisition. Deferred Financing Fees Financing fees that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense over the life of the underlying indebtedness. Deferred financing fees are presented in the Company's consolidated balance sheets as a direct reduction from long-term debt. Shipping and Handling Amounts billed to clients for shipping and handling of products are classified as sales. Costs incurred by the Company for shipping and handling are classified as cost of sales. Research and Development Costs Research and development costs are expensed as incurred, and are included as a component of selling, general, and administrative expenses. Research and development expenses, were $19.2 million for 2017 , $21.7 million for 2016 , and $20.7 million for 2015 . Income Taxes The Company accounts for income taxes using the asset and liability approach, which requires deferred tax assets and liabilities be recognized using enacted tax rates to measure the effect of temporary differences between book and tax bases on recorded assets and liabilities. Valuation allowances are recorded to reduce deferred tax assets, if it is more likely than not some portion or all of the deferred tax assets will not be recognized. The need to establish valuation allowances against deferred tax assets is assessed quarterly. The Company maintained a valuation allowance primarily for net operating loss carryforwards in foreign tax jurisdictions where the Company has incurred historical tax losses from operations or acquired tax losses through acquisitions, and has determined that it is more likely than not these deferred tax assets will not be recognized. The primary factors used to assess the likelihood of realization are forecasts of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The Company evaluates tax positions to determine whether the benefits of tax positions are more likely than not to be sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not to be sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement. For tax positions that are not more likely than not to be sustained upon audit, the Company does not recognize any portion of the benefit. If the more likely than not threshold is not met in the period for which a tax position is taken, the Company may subsequently recognize the benefit of that tax position if the tax matter is effectively settled, the statute of limitations expires, or if the more likely than not threshold is met in a subsequent period. The Company recognizes tax-related interest and penalties in income tax expense and accrues for interest and penalties in other noncurrent liabilities. The Tax Cuts and Jobs Act of 2017 (“Tax Act”), as signed by the President of the United States on December 22, 2017, significantly revises U.S. tax law. The law includes significant changes to the U.S. corporate income tax system, including a Federal corporate rate reduction from 35% to 21% , limitations on the deductibility of interest expense and executive compensation, and the transition of U.S. international taxation from a worldwide tax system to a territorial tax system. This change may result in a U.S. tax liability on those earnings which have not previously been repatriated to the U.S., with future foreign earnings potentially not subject to U.S. income taxes when repatriated. The Company is assessing the impact of the enacted tax law on its business and its consolidated financial statements and has recorded a provisional tax benefit of $26.6 million primarily related to the remeasurement of its deferred tax assets and liabilities for the reduced federal tax rates and impact of the one-time transition tax during the period ending December 31, 2017 . Fair Value of Financial Instruments The Company uses the following valuation techniques to measure fair value for its financial assets and financial liabilities: Level 1 Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company and its subsidiaries use, as appropriate, a market approach (generally, data from market transactions), an income approach (generally, present value techniques and option-pricing models), and/or a cost approach (generally, replacement cost) to measure the fair value of an asset or liability. These valuation approaches incorporate inputs such as observable, independent market data and/or unobservable data that management believes are predicated on the assumptions market participants would use to price an asset or liability. These inputs may incorporate, as applicable, certain risks such as nonperformance risk, which includes credit risk. Commitments and Contingencies The Company establishes reserves for the estimated cost of environmental, legal and other contingencies when such expenditures are probable and reasonably estimable. A significant amount of judgment is required to estimate and quantify the ultimate exposure in these matters. The Company engages outside experts as deemed necessary or appropriate to assist in the evaluation of exposure. From time to time, as information becomes available regarding changes in circumstances for ongoing issues as well as information regarding emerging issues, the potential liability is reassessed and reserve balances are adjusted as necessary. Revisions to the estimates of potential liability, and actual expenditures related to commitments and contingencies, could have a material impact on the results of operations or financial position. Warranty The Company generally offers an assurance-type warranty for its products. The specific terms and conditions of those warranties vary depending upon the product sold. The Company estimates the costs that may be incurred under its warranties and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include historical product-failure experience and estimated repair costs for identified matters. The Company regularly assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Concentration of Credit Risk The Company's accounts receivables are comprised primarily of amounts due from independent dealers and direct customers. The Company monitors and manages the credit risk associated with the individual dealers and direct customers. The independent dealers are responsible for assessing and assuming the credit risk of their customers, and may require their customers to provide deposits or other credit enhancement measures. Historically the Company has had a concentration of federal and local government receivables; however, they carry minimal credit risk. Foreign Currency Translation Results of foreign operations are translated into U.S. dollars using average exchange rates during the year, while assets and liabilities are translated into U.S. dollars using the exchange rates as of the balance sheet dates. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss). Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency of the applicable subsidiary are included in the consolidated statements of operations, within other (income) expense, net, in the year in which the change occurs. Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The Company recognizes compensation expense using the straight-line method over the vesting period. Compensation expense relating to restricted stock units that are subject to performance conditions is recognized if it is probable that the performance condition will be achieved. Forfeitures are recognized when they occur. Stock Options The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model, which requires management to make certain assumptions of future expectations based on historical and current data. The assumptions include the expected term of the options, risk-free interest rate, expected volatility, and dividend yield. The expected term represents the expected amount of time that options granted are expected to be outstanding, based on historical and forecasted exercise behavior. The risk-free rate is based on the rate at grant date of zero-coupon U.S. Treasury Notes with a term equal to the expected term of the option. Expected volatility is estimated based on the historical volatility of the Company's stock price. The Company's dividend yield is based on historical data. Restricted Stock and Restricted Stock Units The fair value of restricted stock and restricted stock units, excluding market-based restricted stock units, is based upon the closing market price of the Company's common stock on the date of grant. The fair value of the market-based restricted stock units is estimated at the date of grant using a Monte Carlo simulation model, which requires management to make certain assumptions based on both historical and current data. These awards vest based upon the performance of the Company's stock price relative to a peer group. The assumptions included in the model include, but are not limited to, risk-free interest rate, expected volatility of the Company's and the peer group's stock prices, and dividend yield. The risk-free rate is based upon the applicable U.S. Treasury Note rate. Expected volatility is estimated based on the historical volatility of the companies' stock prices. The dividend yield is based on the Company's historical data. Pension and Other Post-Employment Benefits The Company sponsors two defined benefit pension plans and two other post-employment benefit plans ("OPEB"). Several statistical and other factors, which attempt to anticipate future events, are used in calculating the expense and liability related to the plans. Key factors include assumptions about the expected rates of return on plan assets, discount rates, and health care cost trend rates. The Company considers market and regulatory conditions, including changes in investment returns and interest rates, in making these assumptions. The Company determines the expected long-term rate of return on plan assets based on aggregating the expected rates of return for each component of the plan's asset mix. The Company uses historic plan asset returns combined with current market conditions to estimate the rate of return. The expected rate of return on plan assets is a long-term assumption and generally does not change annually. The discount rate reflects the market rate for high-quality fixed income debt instruments as of the Company's annual measurement date and is subject to change each year. Unrecognized actuarial gains and losses are recognized over the expected remaining lifetime of the plan participants. Unrecognized actuarial gains and losses arise from several factors, including experience and assumption changes with respect to the obligations of the pension and OPEB plans, and from the difference between expected returns and actual returns on plan assets. These unrecognized gains and losses are systematically recognized as a change in future net periodic pension expense in accordance with the appropriate accounting guidance relating to defined benefit pension and OPEB plans. Key assumptions used in determining the amount of the obligation and expense recorded for the OPEB plans include the assumed discount rate and the assumed rate of increases in future health care costs. In estimating the health care cost trend rate, the Company considers actual health care cost experience, future benefit structures, industry trends and advice from its actuaries. The Company assumes that the relative increase in health care costs will generally trend downward over the next several years, reflecting assumed increases in efficiency and cost-containment initiatives in the health care system. In accordance with the appropriate accounting guidance, the Company has recognized the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligation) of the defined benefit pension and OPEB plans in the consolidated balance sheets. To record the unfunded status of the plans, the Company recorded an additional liability and an adjustment to accumulated other comprehensive loss, net of tax. Other changes in the benefit obligation including net actuarial loss (gain) and prior service cost (credit) are recognized in other comprehensive income. The actuarial assumptions the Company used in determining the pension and OPEB retirement benefits may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants. While the Company believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may materially affect the financial position or results of operations. As of December 31, 2015 , the Company changed the method it uses to estimate the interest cost component of net periodic benefit cost for pension and other post-employment benefits. This change resulted in a decrease in the interest cost component for 2016 and 2017 , compared to the previous method. Historically, the Company estimated the interest cost component utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. The Company has elected to utilize a full yield curve approach in the estimation of this component by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The Company has made this change to provide a more precise measurement of interest cost by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. As this change is treated as a change in estimate inseparable from a change in accounting principle, historical measurements of interest cost are not affected. This change in estimate reduced the Company's annual net periodic benefit expense in 2017 and 2016 by approximately $1.9 million and $2.7 million , respectively. Segment Information Accounting Standards Codification 280, Segment Reporting , defines that a segment for reporting purposes is based on the financial performance measures that are regularly reviewed by the “Chief Operating Decision Maker” to assess segment performance and to make decisions about a public entity's allocation of resources. Based on this guidance, the Company reports its segment results based on its reporting segments: Office, Studio, and Coverings. All unallocated expenses are included within Corporate. The Office segment includes a complete range of workplace products that address diverse workplace planning paradigms. These products include: systems furniture, seating, storage, tables, desks and KnollExtra® accessories as well as the international sales of our North American Office products. The Studio segment includes KnollStudio®, HOLLY HUNT®, Knoll Europe and DatesWeiser. KnollStudio products, include iconic seating, lounge furniture, side, cafe and dining chairs as well as conference, training and dining and occasional tables. HOLLY HUNT® is known for high quality residential furniture, lighting, rugs, textiles and leathers. Knoll Europe, which distributes both KnollStudio and Knoll Office products, manufactures and sells products to customers primarily in Europe. DatesWeiser, known for its sophisticated meeting and conference tables and credenzas, sets a standard for design, quality and technology integration. The Coverings segment includes KnollTextiles®, Spinneybeck® (including Filzfelt®), and Edelman® Leather. These businesses provide a wide range of customers with high-quality fabrics, felt, leather and related architectural products. Corporate costs represent the accumulation of unallocated costs relating to shared services and general corporate activities including, but not limited to, legal expenses, acquisition expenses, certain finance, human resources, administrative and executive expenses and other expenses that are not directly attributable to an operating segment. Dedicated, direct selling, general and administrative expenses of the segments are included within segment operating profit. Management regularly reviews the costs included in the Corporate function, and believes disclosing such information provides more visibility and transparency of how the chief operating decision maker reviews the results for the Company. New Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This ASU supersedes the revenue recognition requirements in FASB ASC Topic 605, “Revenue Recognition,” and most industry-specific guidance. The standard provides a five step model to be applied to all contracts with customers, with an underlying principle that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2017 and interim periods therein. The Company has completed its assessment of the impact of the new standard and will adopt the new standard effective January 1, 2018, using the modified retrospective transition method. The adoption of the new standard is not expected to have a material impact on the financial position of the Company, the results of its operations and its cash flows and the Company’s internal controls over financial reporting. The new standard further requires quantitative and qualitative disclosures about the Company’s contracts with customers. The Company will report the new disclosures required by the standard within the Form 10-Q for the interim period ending March 31, 2018. In July 2015, the FASB issued ASU 2015-11 - Inventory (Topic 330) , which amends existing guidance for measuring inventories. This amendment will require the Company to measure inventories recorded using the first-in, first-out method at the lower of cost and net realizable value. This amendment does not change the methodology for measuring inventories recorded using the last-in, first-out method. This amendment is effective for fiscal years beginning after December 15, 2016. The Company adopted this standard on January 1, 2017, and the impact on its consolidated financial statements was not material. In February 2016, the FASB issued guidance codified in ASC 842, Leases, which supersedes the guidance in ASC 840, Leases. ASC 842 will be effective for the Company on January 1, 2019, and the Company will adopt the standard using the modified retrospective approach. While the Company continues to evaluate the provisions of ASC 842 to determine how it will be affected, the primary effect of adopting the new standard will be to record assets and obligations for current operating leases. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 replaces the incurred loss impairment methodology for measuring and recognizing credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This amendment is effective for fiscal years beginning after December 15, 2019. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . ASU 2017-04 simplifies the accounting for goodwill impairment by removing the second step of the goodwill impairment test that requires a hypothetical purchase price allocation. Under the new guidance, goodwill impairment will be measured and recognized as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill allocated to the reporting unit. The revised guidance does not affect the reporting entity’s ability to first assess qualitative factors by reporting unit to determine whether it is necessary to perform the quantitative goodwill impairment test. The guidance is effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company early adopted ASU 2017-04 in 2017. The adoption did not impact the consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715) . The new standard improves the presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new standard will require all components of the Company's net periodic benefit cost (income), with the exception of service cost, currently reported within selling, general and administrative expenses, to be reclassified and reported within other expense. The adoption of the standard will impact the Company's Statement of Operations by retrospectively reclassifying net periodic benefit income of $7.4 million and $5.8 million in 2017 and 2016 , respectively, from Selling, general and administrative to Other expense (income), net. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) . The new standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS On September 9, 2016, Holly Hunt Enterprises, Inc. (“HOLLY HUNT ® ”) completed the acquisition of Vladimir Kagan Design Group (“Vladimir Kagan”), known for its elegant, mid-century and contemporary designs. The aggregate purchase price for the acquisition was $8.5 million . The purchase price was funded from borrowings under the Company's revolving credit facility. The Company recorded the acquisition of Vladimir Kagan using the acquisition method of accounting and recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The results of operations of Vladimir Kagan have been included in the Company's Studio segment beginning September 9, 2016. On December 1, 2016, the Company completed the acquisition of DatesWeiser Furniture Corporation (“DatesWeiser”), a designer and manufacturer of contemporary wood conference and meeting room furniture. The aggregate purchase price for the acquisition was $11.0 million , plus certain contingent payouts of up to $4.0 million in the aggregate based on the future performance of the business. The purchase price was funded from borrowings under the Company's revolving credit facility. The Company recorded the acquisition of DatesWeiser using the acquisition method of accounting and recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The results of operations of DatesWeiser have been included in the Company's Studio segment beginning December 1, 2016. The results of Vladimir Kagan and DatesWeiser in 2016 , as well as pro forma financial information, have not been presented as the financial impact of these acquisitions are not considered material for the year ended December 31, 2016. |
RESTRICTED CASH
RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
RESTRICTED CASH | RESTRICTED CASH Included in the Company's consolidated balance sheets in cash and cash equivalents is restricted cash of $0.1 million as of December 31, 2017 and 2016 , respectively. This restricted cash primarily represents a bond held in the United Kingdom in order to defer the payment of duties on imports into the United Kingdom. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Information regarding the Company's inventories is as follows (in thousands): December 31, 2017 2016 Raw materials $ 58,725 $ 60,217 Work-in-process 6,943 7,186 Finished goods 79,277 74,669 $ 144,945 $ 142,072 |
PROPERTY, PLANT, AND EQUIPMENT,
PROPERTY, PLANT, AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | PROPERTY, PLANT, AND EQUIPMENT, NET Information regarding the Company's property, plant and equipment is as follows (in thousands): December 31, 2017 2016 Land $ 12,489 $ 11,930 Leasehold improvements 54,995 46,125 Buildings 67,465 63,749 Office equipment 18,193 14,440 Software 40,378 20,910 Machinery and equipment 243,939 232,777 Construction-in-progress 32,481 55,890 Property, plant and equipment 469,940 445,821 Accumulated depreciation (269,310 ) (248,737 ) Property, plant, and equipment, net $ 200,630 $ 197,084 During 2017 , 2016 and 2015 , the Company capitalized interest of approximately $0.8 million , $0.7 million and $0.3 million , respectively. During the fourth quarter of 2017, the Company completed a global design review of the next phases of its enterprise resource planning system implementation. Through this review, the Company identified certain software items that were no longer useful to the future phases of the enterprise resource planning system. As a result, the Company recorded a $16.3 million write-off of capitalized software costs, previously included in construction-in-progress. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND OTHER INTANGIBLE ASSETS, NET Information regarding the Company's other intangible assets are as follows (in thousands): December 31, 2017 December 31, 2016 Gross Accumulated Net Gross Accumulated Net Indefinite-lived intangible assets: Tradenames $ 225,600 $ — $ 225,600 $ 225,600 $ — $ 225,600 Finite-lived intangible assets: Various 34,585 (21,604 ) 12,981 34,585 (18,315 ) 16,270 Total $ 260,185 $ (21,604 ) $ 238,581 $ 260,185 $ (18,315 ) $ 241,870 Based on the results of the annual impairment test as of October 1, 2017 and 2016, the Company determined there were no indications of impairment for goodwill or indefinite-lived intangible assets. Based on the results of the annual impairment test as of October 1, 2015, the Company determined that the Edelman Leather tradename was impaired as the estimated fair value of the Edelman Leather tradename was less than its respective carrying amount. The decline in the fair value of the Edelman Leather tradename was primarily the result of weaker than expected revenue performance in 2015 and a corresponding reduction of future revenue expectations. These revenue reductions were primarily a result of lower sales to private aviation customers. The fair value of the Edelman Leather tradename was estimated to be $6.5 million , resulting in a non-cash pre-tax impairment charge of $10.7 million during the fourth quarter of 2015. The impairment charge was separately disclosed in the consolidated statements of operations. These fair value measurements fell within Level 3 of the fair value hierarchy as described in Note 2. A significant decline in expected revenue or a change in the discount rate may result in future impairment charges. Edelman Leather is included within the Company’s Coverings Segment. The Company's amortization expense related to finite-lived intangible assets was $3.3 million , $3.3 million , and $3.2 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. The expected amortization expense based on the finite-lived intangible assets as of December 31, 2017 is as follows (in thousands): Estimated Amortization 2018 $ 2,495 2019 2,290 2020 2,216 2021 2,103 2022 1,808 The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands): Office Studio Coverings Total Balance as of December 31, 2016 $ 35,701 $ 68,731 $ 36,959 $ 141,391 Foreign currency translation adjustment 519 — — 519 Purchase accounting adjustment — 203 — 203 Balance as of December 31, 2017 $ 36,220 $ 68,934 $ 36,959 $ 142,113 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | OTHER CURRENT LIABILITIES Information regarding the Company's other current liabilities is as follows (in thousands): December 31, 2017 2016 Accrued employee compensation $ 41,144 $ 46,508 Customer deposits 30,484 31,216 Warranty 9,174 8,906 Contingent consideration 1,100 7,100 Other 22,256 21,125 Other current liabilities $ 104,158 $ 114,855 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
LEASES | LEASES The Company has commitments under operating leases for certain machinery and equipment as well as manufacturing, warehousing, showroom and other facilities used in its operations. Some of the leases contain renewal provisions and generally require the Company to pay certain operating expenses, including utilities, insurance and taxes, which are subject to escalation. At times the Company enters into lease agreements which contain a provision for cash abatements related to certain leasehold improvements. These abatements are recognized on a straight-line basis as a reduction to rent expense over the lease term. The unamortized portions as of December 31, 2017 and 2016 were $5.9 million and $5.2 million , respectively. Total rent expense for 2017 , 2016 , and 2015 was $28.9 million , $29.8 million , and $28.6 million , respectively. Future minimum rental payments required, excluding maintenance and other miscellaneous charges, under those operating leases are as follows (in thousands): Future Minimum Rental Payments 2018 $ 26,744 2019 20,849 2020 16,968 2021 11,959 2022 10,528 Subsequent years 26,537 Total minimum lease payments $ 113,585 |
PENSION AND OTHER POST-EMPLOYME
PENSION AND OTHER POST-EMPLOYMENT BENEFITS | 12 Months Ended |
Dec. 31, 2017 | |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | |
PENSION AND OTHER POST-EMPLOYMENT BENEFITS | PENSION AND OTHER POST-EMPLOYMENT BENEFITS The Company has two domestic defined benefit pension plans and two plans providing for other post-employment benefits, including medical and life insurance coverage. One of the pension plans and one of the OPEB plans cover eligible U.S. nonunion employees while the other pension plan and OPEB plan cover eligible U.S. union employees. The Company uses a December 31 measurement date for all of these plans. During 2015, the Company approved amendments, effective December 31, 2015, to both the union and nonunion U.S. defined benefit pension plans. The Company also amended its remaining post-employment medical plan, effective May 1, 2015. The amendments eliminated the accrual of future benefits for all participants in the defined benefit pension plans and closed entry to new retirees into the post-employment medical plan. These amendments resulted in a curtailment gain of approximately $7.1 million . As the plans had unrealized losses in excess of the reduction of the projected benefit obligation at the date of amendment, the gain was recorded as a reduction of the projected benefit obligation and a corresponding reduction of unrealized losses within accumulated other comprehensive loss. During 2017 , the Company did not make any contributions to the union or nonunion pension plans. During 2016 , the Company contributed $9.0 million and $43.0 million in discretionary contributions to the union and nonunion pension plans, respectively. The following table sets forth a reconciliation of the related benefit obligation and plan assets related to the benefits provided by the Company (in thousands): Pension Benefits Other Benefits 2017 2016 2017 2016 Change in projected benefit obligation: Projected benefit obligation at beginning of the period $ 280,193 $ 273,809 $ 5,736 $ 6,294 Service cost 700 1,870 — — Interest cost 9,455 9,662 173 196 Plan amendments — — (1,317 ) (998 ) Participant contributions — — 206 206 Actuarial (gain) loss 27,925 7,207 (284 ) 1,076 Benefits paid (19,586 ) (11,943 ) (708 ) (1,038 ) (Gain) related to settlement (472 ) — — — Administrative expenses paid (2,649 ) (412 ) — — Projected benefit obligation at end of the period $ 295,566 $ 280,193 $ 3,806 $ 5,736 Accumulated benefit obligation at end of the period $ 295,566 $ 280,193 $ — $ — Change in plan assets: Fair value of plan assets at beginning of the period $ 263,027 $ 210,556 $ — $ — Actual return on plan assets 33,103 11,662 — — Employer contributions — 53,164 502 832 Participant contributions — — 206 206 Actual expenses paid (2,649 ) (412 ) — — Benefits paid (19,586 ) (11,943 ) (708 ) (1,038 ) Fair value of plan assets at the end of period $ 273,895 $ 263,027 $ — $ — Funded status $ (21,671 ) $ (17,166 ) $ (3,806 ) $ (5,736 ) Assumptions used in computing the benefit obligation as of December 31, 2017 and 2016 were as follows: Pension Benefits Other Benefits 2017 2016 2017 2016 Discount rate 3.70 - 3.77% 4.16 - 4.25% 2.48 - 3.66% 2.35 - 4.20% Expected return on plan assets 7.10 % 7.10 % N/A N/A Rate of compensation increase N/A N/A N/A N/A The following table presents the fair value of the Company's pension plan investments as of December 31, 2017 and 2016 (in thousands): Level 1 Level 2 Level 3 Total Equity Securities U.S. equity securities $ — $ 75,944 $ — $ 75,944 Non-U.S. equity securities — 37,042 — 37,042 Debt Securities Fixed income funds and cash investment funds 123,867 37,042 — 160,909 December 31, 2017 $ 123,867 $ 150,028 $ — $ 273,895 Equity Securities U.S. equity securities $ 103,649 $ — $ — $ 103,649 Non-U.S. equity securities 36,936 — — 36,936 Debt Securities Fixed income funds and cash investment funds 122,442 — — 122,442 December 31, 2016 $ 263,027 $ — $ — $ 263,027 See Note 2 of the consolidated financial statements for the description of the levels of the fair value hierarchy. The following table sets forth the consolidated balance sheets presentation for components relating to the Company's pension and OPEB plans (in thousands): Pension Benefits Other Benefits 2017 2016 2017 2016 Amounts recognized in the consolidated balance sheets consist of: Current liabilities $ — $ — $ (231 ) $ (612 ) Noncurrent liabilities (21,671 ) (17,166 ) (3,575 ) (5,124 ) Net amount recognized $ (21,671 ) $ (17,166 ) $ (3,806 ) $ (5,736 ) Amounts recognized in accumulated other comprehensive income (loss) before taxes: Net actuarial loss (gain) $ 60,256 $ 50,327 $ 1,015 $ 1,302 Prior service cost (credit) — — (3,310 ) (3,477 ) Net amount recognized $ 60,256 $ 50,327 $ (2,295 ) $ (2,175 ) The following table sets forth other changes in the benefit obligation recognized in other comprehensive income for the Company's pension and OPEB plans (in thousands): Pension Benefits Other Benefits 2017 2016 2017 2016 Net actuarial loss (gain) $ 12,794 $ 10,326 $ (227 ) $ 581 Prior service (credit) — — (1,400 ) (998 ) Amortization of: Prior service credit — — 1,485 1,120 Actuarial (loss) gain (704 ) (492 ) (3 ) 248 Loss recognized related to settlement (2,162 ) — — — Total recognized in OCI $ 9,928 $ 9,834 $ (145 ) $ 951 The net actuarial losses of $12.8 million and $10.3 million for the pension plans in 2017 and 2016 , respectively, were mainly due to decreases in discount rates over the course of both 2017 and 2016 . The following table sets forth the estimated net actuarial loss and prior service credit for the Company's pension and OPEB plans included in accumulated other comprehensive income and expected to be recognized in net periodic pension cost during the fiscal year ended December 31, 2018 (in thousands): Pension Benefits Other Benefits 2018 2018 Prior service credit — 730 Actuarial (loss) gain (1,465 ) 71 Total recognized in OCI $ (1,465 ) $ 801 The following table sets forth the components of the net periodic benefit cost for the Company's pension and OPEB plans (in thousands): Pension Benefits Other Benefits 2017 2016 2015 2017 2016 2015 Service cost $ 700 $ 1,870 $ 7,457 $ — $ — $ 5 Interest cost 9,455 9,662 12,350 173 196 289 Expected return on plan assets (18,444 ) (14,782 ) (14,455 ) — — — Amortization of prior service cost (credit) — — — (1,485 ) (1,120 ) (852 ) Recognized actuarial loss (gain) 704 492 6,311 3 (248 ) (144 ) Settlement and curtailment related expense (1) 2,162 — — — — — Net periodic benefit (income) cost $ (5,423 ) $ (2,758 ) $ 11,663 $ (1,309 ) $ (1,172 ) $ (702 ) _______________________________________________________________________________ (1) The pension settlement charge was related to cash payments from lump sum elections made by employees affected by the restructuring activities in the second quarter of 2017. Assumptions used to determine net periodic benefit cost for the years ended December 31, 2017 , 2016 , and 2015 were as follows: Pension Benefits Other Benefits 2017 2016 2015 2017 2016 2015 Discount rate 3.80 - 4.25% 4.55 - 4.65% 4.18 - 4.54% 2.35 - 4.20% 2.30 - 4.51% 1.69 - 4.20% Expected return on plan assets 7.10 % 7.10 % 7.10 % N/A N/A N/A Rate of compensation increase N/A N/A 2.50 % N/A N/A N/A The expected long-term rate of return on assets is based on management's expectations of long-term average rates of return to be earned on the investment portfolio. In establishing this assumption, management considers historical and expected returns for the asset classes in which the plan assets are invested. For purposes of measuring the benefit obligation associated with the Company's OPEB plans as of December 31, 2017 , as well as the assumed rate for 2018 the following rates were assumed to affect the per capita costs of the following covered benefits: Benefit obligation Net periodic benefit cost 2017 2025 and thereafter 2017 2023 - 2024 Healthcare 5.60 - 7.20% 4.50 % 5.80 - 6.20% 4.50 % Prescription drug 10.10 % 4.50 % 11.10 % 4.50 % The effect on benefit obligation of increasing/decreasing the healthcare cost trend rate and aggregate service and interest cost components by 1% is shown as follows for 2017 (in thousands): Accumulated Post-employment Benefit Obligation Aggregate service and interest cost components Increase $ 9 $ 1 Decrease 8 1 The Company's pension plans' weighted-average asset allocations as of December 31, 2017 and 2016 , by asset category were as follows: Plan Assets at 2017 2016 Asset Category: Temporary investment funds 1 % 1 % Equity investment funds 41 % 53 % Fixed income funds 58 % 46 % Total 100 % 100 % The Company's pension plans' investment policy includes an asset mix based on the Company's risk posture. The investment policy follows a glide path approach that shifts a higher portfolio weighting to fixed income as the funded status increases. The investment policy states a target allocation based on the plans’ funded status of approximately 46% equity funds and 54% fixed income funds. Inclusion of the fixed income assets is to hedge risk associated with the plans’ liabilities along with providing potential growth through income. These assets should primarily invest in fixed income instruments of the U.S. Treasury and government agencies and investment-grade corporate bonds. The equity fund investments can consist of broadly diversified domestic equity, international equity, fixed income (return seeking), alternative investments, commodities, and real estate assets. The purpose of these assets is to provide the opportunity for capital appreciation, income, and the ability to diversify investments. A mix of mutual funds, ETF’s, and separate accounts are used as the plans' investment vehicles with clearly stated investment objectives and guidelines, as well as offer competitive long-term results. The Company expects to contribute $0.2 million to its OPEB plans in 2018 . Currently, no contributions are expected in 2018 for the Company's pension plans. Estimated future benefit payments under the pension and OPEB plans are as follows (in thousands): Pension Benefits Other Benefits 2018 $ 18,944 $ 231 2019 19,012 235 2020 19,416 234 2021 19,460 241 2022 19,468 240 2023 - 2027 89,456 1,243 The Company also sponsors 401K retirement savings plans for all U.S. associates. Under the 401K retirement savings plans, participants may defer a portion of their earnings up to the annual contribution limits established by the Internal Revenue Service. The Company's total expense under the 401K plans for U.S. employees was $5.5 million for 2017 , $9.8 million for 2016 and $5.6 million for 2015 . Employees of the Canadian, Belgium and United Kingdom operations also participate in defined contribution pension plans sponsored by the Company. The Company's expense related to these plans for 2017 , 2016 , and 2015 was $1.0 million , $1.0 million , and $1.0 million , respectively. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Financial Instruments The fair values of the Company’s cash and cash equivalents approximate carrying value due to their short maturities and are classified as Level 1. The fair value of the Company’s long-term debt approximates its carrying value, as it is variable rate debt and the terms are comparable to market terms as of the balance sheet dates, and are classified as Level 2. Assets and Liabilities Recorded at Fair Value on a Recurring Basis The following table represents the assets and liabilities, measured at fair value on a recurring basis and the basis for that measurement (in thousands): Fair Value as of December 31, 2017 Fair Value as of December 31, 2016 Liabilities: Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Contingent purchase price payment - Holly Hunt $ — $ — $ — $ — $ — $ — $ 6,000 $ 6,000 Contingent purchase price payment - DatesWeiser — — 1,100 1,100 — — 1,100 1,100 Total $ — $ — $ 1,100 $ 1,100 $ — $ — $ 7,100 $ 7,100 Pursuant to the agreement governing the acquisition of HOLLY HUNT®, the Company was required to make annual contingent purchase price payments. The payouts were based upon HOLLY HUNT® reaching an annual net sales target, for each year through 2016, and were paid out on or around February 20 of the following calendar year. The Company classified this as a Level 3 measurement and was required to remeasure this liability at fair value on a recurring basis. The fair value of such contingent purchase price payments, totaling $16.0 million , was determined at the time of acquisition based upon net sales projections for HOLLY HUNT® for 2014, 2015, and 2016. The Company paid the remaining $6.0 million contingent purchase price in 2017, as a result of HOLLY HUNT® achieving the 2016 net sales targets. Pursuant to the agreement governing the acquisition of DatesWeiser, the Company may be required to make annual contingent purchase price payments. The payouts are based upon DatesWeiser reaching an annual net sales target, for each year through 2020. The fair value measurement is based on significant inputs that are unobservable in the market and thus represents a Level 3 measurement. The Company is required to remeasure this liability at fair value on a recurring basis. The fair value of such contingent purchase price payments, totaling $1.1 million , was determined at the time of acquisition based upon net sales projections for DatesWeiser for 2017, 2018, 2019 and 2020 and a discount rate of 10% . Excluding the initial recognition of the liability for the contingent purchase price payments and payments made to reduce the liability, any changes in the fair value will be included within selling, general and administrative expenses. The maximum amount of possible future contingent payments under the agreement as of December 31, 2017 are $3.0 million . There were no additional assets and/or liabilities recorded at fair value on a recurring basis as of December 31, 2017 or 2016 . Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis There were no assets and/or liabilities remeasured to fair value on a nonrecurring basis as of December 31, 2017 or 2016 and for the years then ended. |
INDEBTEDNESS
INDEBTEDNESS | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
INDEBTEDNESS | INDEBTEDNESS The Company's long-term debt is summarized as follows (in thousands): December 31, 2017 2016 Balance of revolving credit facility $ 27,000 $ 45,000 Balance of term loan 165,000 175,000 Total long-term debt 192,000 220,000 Less: Current maturities of long-term debt 10,000 10,000 Less: Deferred financing fees, net 952 1,617 Long-term debt $ 181,048 $ 208,383 At December 31, 2017 and 2016, the Company's interest rates were approximately 2.4% and 2.0% , respectively. Credit Facilities The following revolving credit facilities were in place at December 31, 2017 and 2016 (in thousands): December 31, 2017 December 31, 2016 Expiration Date Capacity Borrowed Letter of Credit Unused capacity Borrowed Letter of Credit Unused capacity Revolving credit facility May 20, 2019 $ 300,000 $ 27,000 $ 5,367 $ 267,633 $ 45,000 $ 5,766 $ 249,234 On May 20, 2014, the Company amended and restated its existing credit facility, dated February 3, 2012, with a new $500.0 million credit facility, consisting of a revolving commitment (revolving credit facility) in the amount of $300.0 million and a term loan commitment in the amount of $200.0 million (“Existing Credit Facility”). The Existing Credit Facility also included an option to increase the size of the revolving credit facility or incur incremental term loans by up to an additional $200.0 million , subject to the satisfaction of certain terms and conditions. Borrowings under the revolving credit facility may be repaid at any time, but no later than the maturity date on May 20, 2019. Obligations under the Existing Credit Facility are secured by a first priority security interest in (i) the capital stock of certain present and future subsidiaries (with limitations on foreign subsidiaries) and (ii) all present and future property and assets of the Company (with various limitations and exceptions). The Company retains the right to terminate or reduce the size of the revolving credit facility at any time. Borrowings under the term loan facility are due in equal quarterly installments of $2.5 million , with the remaining borrowings due on the maturity date. Interest on revolving credit and term loans will accrue, at the Company’s election, at (i) the Eurocurrency Rate (as defined in the Existing Credit Facility), plus additional percentage points based on the Company’s leverage ratio or (ii) the Base Rate (a rate based on the higher of (a) the prime rate announced from time-to-time by Bank of America, N.A., (b) the Federal Reserve System’s federal funds rate, plus .50% or (c) the Eurocurrency Rate plus 1.00% ; Base Rate is defined in detail in the Amended Credit Agreement), plus additional percentage points based on the Company’s leverage ratio. The Company is required to pay an annual commitment fee equal to a rate per annum calculated as the product of the applicable rate based upon the Company's leverage ratio as set forth in the credit agreement, times the unused portion of the revolving credit facility. In addition, the Company is required to pay a letter of credit fee equal to the applicable rate based upon the Company's leverage ratio as set forth in the credit agreement times the daily maximum amount available to be drawn under such letter of credit. The commitment and letter of credit fees are payable in arrears on the last business day of each quarter. The Existing Credit Facility requires the Company to comply with various affirmative and negative covenants, including without limitation (i) covenants to maintain a minimum specified interest coverage ratio and maximum specified net leverage ratio, and (ii) covenants that prevent or restrict the Company’s ability to pay dividends, engage in certain mergers or acquisitions, make certain investments or loans, incur future indebtedness, engage in sale-leaseback transactions, alter its capital structure or line of business, prepay subordinated indebtedness, engage in certain transactions with affiliates and sell stock or assets. The Company was in compliance with the Existing Credit Facility covenants at December 31, 2017 . Repayments under the Amended Credit Agreement can be accelerated by the lenders upon the occurrence of certain events of default, including, without limitation, a failure to pay any principal, interest or other amounts in respect of loans when due, breach by the Company (or its subsidiaries) of any of the covenants or representations contained in the Amended Credit Agreement or related loan documents, failure of the Company (or its material subsidiaries) to pay any amounts owed with respect to other significant indebtedness of the Company or such subsidiary, or a bankruptcy event with respect to the Company or any of its material subsidiaries. Deferred Financing Fees Deferred financing fees, net of accumulated amortization, totaled $1.0 million and $1.6 million as of December 31, 2017 and 2016 , respectively. Amortization expense related to the deferred financing fees, included in interest expense, was $0.7 million for each of the years ended December 31, 2017 , 2016 and 2015 , respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation The Company is currently involved in matters of litigation, including environmental contingencies, arising in the ordinary course of business. The Company accrues for such matters when expenditures are probable and reasonably estimable. Based upon information presently known, management is of the opinion that such litigation, either individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Collective Bargaining At December 31, 2017 , the Company employed a total of 3,402 people. Approximately 9.0% of the total number of employees are represented by unions globally. The Grand Rapids, Michigan Plant is the only unionized plant within North America and has an agreement with the Carpenters Union, Local 1615, of the United Brotherhood of Carpenters and Joiners of America, Affiliate of the Carpenters Industrial Council, covering approximately 203 hourly employees or 6% of the labor force. The Collective Bargaining Agreement expires April 2018. Approximately 104 workers in Italy are also represented by state-sponsored unions. The union contracts under which these Italian workers are represented expire in 2018. Warranty The Company provides for estimated product warranty expenses when related products are sold and are included within other current liabilities. Because warranty estimates are forecasts that are based on the best available information, primarily historical claims experience, future warranty claims may differ from the amounts provided. Changes in the warranty reserve are as follows (in thousands): 2017 2016 2015 Balance, beginning of the year $ 8,906 $ 8,513 $ 8,180 Provision for warranty claims 7,099 6,792 7,249 Warranty claims paid (6,735 ) (6,272 ) (6,801 ) Foreign currency translation adjustment (96 ) (127 ) (115 ) Balance, end of the year $ 9,174 $ 8,906 $ 8,513 |
STOCK PLANS
STOCK PLANS | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK PLANS | STOCK PLANS As of December 31, 2017 , the Company sponsors three stock incentive plans under which awards denominated or payable in shares, units or options to purchase shares of Knoll common stock may be granted to officers, certain other employees, directors and consultants of the Company. The following table summarizes the Company approved plans, the number of shares authorized to be issued and the number of shares available to be issued as of December 31, 2017 : Authorized for issue Available for issue 2010 Stock Incentive Plan 2,000,000 29,157 2013 Stock Incentive Plan 2,000,000 1,007,793 Total available for issuance 1,036,950 The Compensation Committee of the Company's Board of Directors, has sole discretion concerning administration of the plans including selection of individuals to receive awards, types of awards, the terms and conditions of the awards and the time at which awards will be granted. Restricted Shares and Restricted Stock Units The Company awards restricted shares and restricted stock units to employees, as well as non-employee directors, under various plans. The restrictions on these awards generally lapse between three and four years from the date of the awards. The Company records expense for restricted shares and restricted stock units awards in an amount equal to the fair market value of the underlying awards on the grant date of the award, over the period the awards lapse. The following table shows the details for each of the 2015 , 2016 and 2017 restricted shares and restricted stock units grants: Grant Date Number of restricted shares and restricted stock units Weighted-Average Grant Date Fair Value Vesting Vesting Period 2015 grants 146,000 $ 21.64 Cliff - Subject to service conditions Three Years 22,360 $ 21.31 Graded - Subject to service conditions Three Years 73,000 $ 21.64 Cliff - Subject to service and performance conditions Three Years 73,000 $ 14.62 Cliff - Subject to service and market conditions Three Years Total 2015 grants 314,360 2016 grants 283,000 $ 18.69 Cliff - Subject to service conditions Three Years 30,632 $ 18.28 Graded - Subject to service conditions Three Years 163,509 $ 18.81 Cliff - Subject to service and performance conditions Three Years 109,000 $ 12.65 Cliff - Subject to service and market conditions Three Years Total 2016 grants 586,141 2017 grants 277,250 $ 22.80 Cliff - Subject to service conditions Three - Four Years 24,488 $ 22.87 Graded - Subject to service conditions Three Years 147,938 $ 22.77 Cliff - Subject to service and performance conditions Three Years 98,625 $ 15.86 Cliff - Subject to service and market conditions Three Years Total 2017 grants 548,301 The following table summarizes the Company's restricted stock activity during the year: Restricted Weighted-Average Grant Date Outstanding at December 31, 2016 993,962 $ 18.00 Granted 301,738 22.80 Forfeited (61,480 ) 20.88 Vested (392,610 ) 16.07 Outstanding at December 31, 2017 841,610 $ 20.41 The following table summarizes the Company's restricted stock units activity during the year: Restricted Weighted-Average Grant Date Restricted Weighted-Average Grant Date Restricted Weighted-Average Grant Date Outstanding at December 31, 2014 80,000 $ 14.04 323,083 $ 17.36 103,437 $ 8.18 Granted — — 73,000 21.64 73,000 12.14 Forfeited — — (15,625 ) 15.92 (15,625 ) 8.93 Vested (35,000 ) 14.04 — — — — Outstanding at December 31, 2015 45,000 $ 14.04 380,458 $ 18.28 160,812 $ 10.12 Granted — — 163,509 18.81 109,000 13.02 Forfeited — — (8,862 ) 17.93 (7,203 ) 11.42 Vested (15,000 ) 14.04 — — — — Outstanding at December 31, 2016 30,000 $ 14.04 535,105 $ 18.45 262,609 $ 11.96 Granted — — 147,938 22.77 98,625 15.86 Forfeited — — (39,347 ) 21.03 (28,657 ) 13.83 Vested (15,000 ) 14.04 (316,210 ) 17.70 (95,869 ) 8.97 Outstanding at December 31, 2017 15,000 $ 14.04 327,486 $ 20.44 236,708 $ 14.40 Stock Options The following table summarizes the Company's stock option activity for the preceding three years. Number of Weighted-Average Weighted- Aggregate Outstanding at December 31, 2014 647,671 $ 15.37 2.16 $ 4,016,809 Exercised (377,671 ) $ 14.98 $ 2,496,218 Outstanding at December 31, 2015 270,000 $ 15.93 1.44 $ 1,203,600 Exercised (202,500 ) $ 13.69 $ 1,597,398 Outstanding at December 31, 2016 67,500 $ 22.64 0.68 $ 357,225 Exercised (22,500 ) $ 20.97 $ 147,760 Expired (45,000 ) $ 23.47 $ — Outstanding at December 31, 2017 — $ — $ — Exercisable at December 31, 2017 — $ — $ — A summary of the status of the Company's non-vested options as of December 31, 2017 and 2016 , and changes during the year ended December 31, 2017 , is presented below. Number of Weighted- Non-vested at December 31, 2016 4,000 $ 6.26 Vested (4,000 ) $ 6.26 Non-vested at December 31, 2017 — $ — The total fair value of options vested during 2017 , 2016 and 2015 were less than $0.1 million , respectively. Total Awards Compensation costs related to stock-based compensation for the years ended December 31, 2017 , 2016 , and 2015 totaled $9.6 million pre-tax ( $6.1 million after-tax), $10.5 million pre-tax ( $6.8 million after-tax), and $8.3 million pre-tax ( $5.3 million after-tax), respectively, and are included within selling, general, and administrative expenses. At December 31, 2017 , the total compensation cost related to non-vested awards not yet recognized equaled $12.2 million for restricted stock awards and restricted stock units, with zero costs related to non-vested stock options. The weighted-average remaining period over which the cost is to be recognized is 1.5 years. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Preferred Stock The Company's Certificate of Incorporation authorizes the issuance of 10,000,000 shares of preferred stock with a par value of $1.00 per share. Subject to applicable laws, the Board of Directors is authorized to provide for the issuance of preferred shares in one or more series, for such consideration and with designations, powers, preferences and relative, participating, optional or other special rights and the qualifications, limitations or restrictions thereof, as shall be determined by the Board of Directors. There was no preferred stock outstanding as of December 31, 2017 , 2016 or 2015 . Common Stock The following table demonstrates the change in the number of shares of common stock outstanding during the years ended December 2017 , 2016 , and 2015 (excludes non-voting restricted shares). Shares outstanding as of December 31, 2014 47,487,510 Purchase of common stock (260,088 ) Shares issued under stock incentive plan, net of awards surrendered to pay applicable taxes 218,458 Exercise of stock options 377,671 Shares issued to Board of Directors in lieu of cash 4,528 Shares outstanding as of December 31, 2015 47,828,079 Purchase of common stock (123,577 ) Shares issued under stock incentive plan, net of awards surrendered to pay applicable taxes 192,050 Exercise of stock options 202,500 Shares issued to Board of Directors in lieu of cash 3,276 Shares outstanding as of December 31, 2016 48,102,328 Purchase of common stock (17,445 ) Shares issued under stock incentive plan, net of awards surrendered to pay applicable taxes 385,037 Exercise of stock options 22,500 Shares issued to Board of Directors in lieu of cash 5,522 Shares outstanding as of December 31, 2017 48,497,942 Treasury Stock As of December 31, 2017 and 2016 , the Company held 16,120,462 and 15,645,358 treasury shares, respectively. The Company records repurchases of its common stock for treasury at cost. Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) are as follows (in thousands): Beginning Before-Tax Tax Benefit Net-of-Tax Ending December 31, 2015 Pension and other post-employment liability adjustment $ (34,777 ) $ 19,728 $ (7,783 ) $ 11,945 $ (22,832 ) Foreign currency translation adjustment 2,095 (16,581 ) — (16,581 ) (14,486 ) Accumulated other comprehensive income (loss) $ (32,682 ) $ 3,147 $ (7,783 ) $ (4,636 ) $ (37,318 ) December 31, 2016 Pension and other post-employment liability adjustment $ (22,832 ) $ (10,785 ) $ 4,212 $ (6,573 ) $ (29,405 ) Foreign currency translation adjustment (14,486 ) 488 — 488 (13,998 ) Accumulated other comprehensive income (loss) $ (37,318 ) $ (10,297 ) $ 4,212 $ (6,085 ) $ (43,403 ) December 31, 2017 Pension and other post-employment liability adjustment $ (29,405 ) $ (9,783 ) $ 4,544 $ (5,239 ) $ (34,644 ) Foreign currency translation adjustment (13,998 ) 4,868 — 4,868 (9,130 ) Accumulated other comprehensive income (loss) $ (43,403 ) $ (4,915 ) $ 4,544 $ (371 ) $ (43,774 ) The following reclassifications were made from accumulated other comprehensive income (loss) to the statements of operations (in thousands): December 31, 2017 2016 2015 Amortization of pension and other post-employment liability adjustments Prior service credits (1) $ 1,485 $ 1,120 $ 852 Actuarial losses (1) (707 ) (244 ) (6,167 ) Loss recognized during settlement (2,162 ) — — Total before tax (1,384 ) 876 (5,315 ) Tax (benefit) expense (548 ) 312 (1,929 ) Net of tax $ (836 ) $ 564 $ (3,386 ) (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension costs. See Note 10 for additional information. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share excludes the dilutive effect of common shares that could potentially be issued due to the exercise of stock options and unvested restricted stock and restricted stock units, and is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. At December 31, 2017 , 2016 and 2015 , the Company had outstanding stock options, restricted stock, and restricted stock units, which could potentially dilute basic earnings per share in the future. The following table sets forth the reconciliation from basic to dilutive average common shares (in thousands): Years ended December 31, 2017 2016 2015 Numerator: Net earnings attributable to Knoll, Inc. stockholders $ 80,163 $ 82,084 $ 65,963 Denominator: Denominator for basic earnings per shares - weighted-average shares 48,423 48,093 47,747 Effect of dilutive securities: Potentially dilutive shares resulting from stock plans 737 826 691 Denominator for diluted earnings per share - weighted-average shares 49,160 48,919 48,438 Antidilutive equity awards not included in weighted-average common shares—diluted — — 4 Net earnings per common share attributable to Knoll, Inc. stockholders: Basic $ 1.66 $ 1.71 $ 1.38 Diluted $ 1.63 $ 1.68 $ 1.36 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income before income tax expense consists of the following (in thousands): 2017 2016 2015 U.S. operations $ 62,609 $ 107,803 $ 77,996 Foreign operations 15,983 19,735 25,423 Total $ 78,592 $ 127,538 $ 103,419 Income tax (benefit) expense is comprised of the following (in thousands): 2017 2016 2015 Current: Federal $ 11,712 $ 11,980 $ 24,988 State 2,404 2,840 6,101 Foreign 3,918 4,588 6,224 Total current 18,034 19,408 37,313 Deferred: Federal (20,595 ) 23,814 (1,098 ) State 2,541 2,347 505 Foreign (1,580 ) (145 ) 751 Total deferred (19,634 ) 26,016 158 Income tax (benefit) expense $ (1,600 ) $ 45,424 $ 37,471 The following table sets forth the tax effects of temporary differences that give rise to the deferred tax assets and liabilities (in thousands): December 31, December 31, Deferred tax assets Accounts receivable, principally due to allowance for doubtful accounts $ 858 $ 2,985 Inventories 5,939 8,294 Net operating loss carryforwards 7,460 6,664 Accrued pension 5,591 7,637 Stock-based compensation 2,972 6,493 Compensation-related accruals 3,063 4,928 Warranty 1,779 3,222 Obligation for post-employment benefits other than pension 1,312 2,267 Accrued liabilities and other items 3,886 8,537 Gross deferred tax assets 32,860 51,027 Valuation allowance (4,789 ) (6,161 ) Net deferred tax assets 28,071 44,866 Deferred tax liabilities: Intangibles (58,701 ) (86,961 ) Plant and equipment (24,041 ) (34,759 ) Gross deferred tax liabilities (82,742 ) (121,720 ) Net deferred tax liabilities $ (54,671 ) $ (76,854 ) Income taxes paid, net of refunds received, by the Company during 2017 , 2016 , and 2015 , totaled $22.4 million , $27.4 million , and $40.8 million , respectively. As of December 31, 2017 , the Company had net operating loss carryforwards totaling approximately $30.0 million in the United Kingdom, Germany and Brazil. The net operating loss carryforwards may be carried forward indefinitely. The Company regularly evaluates positive and negative evidence as it relates to realizability of deferred tax assets in each jurisdiction. As a result of this analysis, the Company determined that the valuation allowance related to United Kingdom net operating losses should be reversed in the current period as a history of positive earnings and anticipated future earnings supports the realization of the deferred tax asset. The result of this reversal was an income tax benefit of $2.6 million . The Company still provides a valuation allowance against Germany and Brazil net foreign deferred tax assets (principally the net operating loss carryforwards) due to the uncertainty that they can be realized. The following table sets forth a reconciliation of the statutory federal income tax rate to the effective income tax rate: 2017 2016 2015 Federal statutory tax rate 35.0 % 35.0 % 35.0 % Increase (decrease) in the tax rate resulting from: State taxes, net of federal effect 5.2 % 3.3 % 4.4 % Effect of tax rates of other countries (1.8 )% (1.4 )% (2.4 )% Section 199 deduction (0.7 )% (0.8 )% (0.9 )% Change in contingency reserve — % (0.2 )% (0.2 )% Limitation on deduction of officer’s compensation 1.3 % 0.6 % 0.5 % Tax Act (33.9 )% — % — % Valuation Allowance Release (3.3 )% — % — % Other (3.8 )% (0.9 )% (0.2 )% Effective tax rate (2.0 )% 35.6 % 36.2 % On December 22, 2017, the Tax Cuts and Jobs Acts (“Tax Act”) was enacted into law. The new tax legislation represents a fundamental and dramatic shift in U.S. taxation. The new legislation contains several key tax provisions that will impact the Company, including the reduction of the corporate income tax rate from 35% to 21% effective January 1, 2018. The new legislation also includes a variety of other changes, such as a one-time transition tax on unrepatriated accumulated foreign earnings, a limitation on the tax deductibility of interest expense, repeal of the Section 199 domestic production activities deduction, acceleration of business asset expensing, and reduction in the amount of executive pay that could qualify as a tax deduction, among others. ASC 740 requires the Company to recognize the effect of the tax law changes in the period of enactment. At December 31, 2017 the Company had not completed the accounting for the tax effects of enactment of the Tax Act; however, as described below the Company made a reasonable estimate of the effects on existing deferred tax balances and the one-time transition tax. The Company recorded an estimated benefit as a result of the new legislation of $26.6 million in the fourth quarter of 2017. The revaluation of deferred tax assets and liabilities at the lower corporate rate of 21% resulted in a benefit of $28.3 million , offset by a one-time transition tax on unrepatriated accumulated foreign earnings of $0.2 million and a withholding tax on distribution of those earnings in the amount of $1.5 million . The ultimate impact of the Tax Act may differ from this estimate, possibly materially, due to changes in interpretations and assumptions, and guidance that may be issued and actions taken in response to the Tax Act. The Tax Act is highly complex and the Company continues to assess the impact that various provisions will have on the business. However, the SEC staff has issued SAB 118 which will allow the Company to record provisional amounts during a one year remeasurement period. The Company will continue to assess the impact of the recently enacted tax law on our business and our consolidated financial statements. The following table summarizes the activity related to the Company's unrecognized tax benefits during 2017 , 2016 , and 2015 (in thousands): 2017 2016 2015 Balance, beginning of the year $ 875 $ 4,407 $ 4,922 Additions for tax position related to the current year 125 125 125 Additions for tax position related to the prior year — 56 134 Decreases for tax position related to the prior year — (250 ) (774 ) Prior year reductions: Lapse of statute of limitations (125 ) (125 ) — Settlements — (3,338 ) — Balance, end of the year $ 875 $ 875 $ 4,407 All of the unrecognized tax benefits as of December 31, 2017 , if recognized, would affect the Company's effective tax rate. During 2017 , 2016 , and 2015 , respectively, the Company recognized zero , $0.1 million and $0.1 million of interest and penalties. The Company has paid all accrued interest and penalties recognized prior to December 31, 2017 , therefore the Company has no accruals for the payment of interest and penalties as of December 31, 2017 and 2016 . As of December 31, 2017 , the Company is subject to U.S. Federal Income Tax examination for the tax years 2007 through 2017, and to non-U.S. income tax examination for the tax years 2010 to 2017. In addition, the Company is subject to state and local income tax examinations for the tax years 2007 through 2017. |
OTHER EXPENSE (INCOME), NET
OTHER EXPENSE (INCOME), NET | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
OTHER EXPENSE (INCOME), NET | OTHER EXPENSE (INCOME), NET The components of other expense (income), net are as follows (in thousands): Years Ended December 31, 2017 2016 2015 Foreign exchange losses (gains) $ 1,781 $ 3,725 $ (9,130 ) Other, net 113 (360 ) (44 ) Other expense (income), net $ 1,894 $ 3,365 $ (9,174 ) |
QUARTERLY RESULTS (UNAUDITED)
QUARTERLY RESULTS (UNAUDITED) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS (UNAUDITED) | QUARTERLY RESULTS (UNAUDITED) The following tables contain selected unaudited Consolidated Statements of Operations and Comprehensive Income data for each quarter for the years ended December 31, 2017 and 2016 . The operating results for any quarter are not necessarily indicative of results for any future period. The quarterly results are as follows (in thousands): First Second Third Fourth Fiscal 2017 Sales $ 256,820 $ 268,694 $ 291,256 $ 316,122 $ 1,132,892 Gross profit 95,674 99,958 106,610 112,337 414,579 Net earnings 15,396 12,956 19,161 32,679 80,192 (1) (2) (3) Net earnings attributable to Knoll, Inc. stockholders 15,404 12,934 19,132 32,693 80,163 (1) (2) (3) Earnings per share—Basic $ 0.32 $ 0.27 $ 0.39 $ 0.67 $ 1.66 (1) (2) (3) Earnings per share—Diluted $ 0.31 $ 0.26 $ 0.39 $ 0.67 $ 1.63 (1) (2) (3) 2016 Sales $ 284,629 $ 294,700 $ 292,097 $ 292,866 $ 1,164,292 Gross profit 107,764 114,064 112,801 111,347 445,976 Net earnings 17,411 21,641 21,618 21,444 82,114 Net earnings attributable to Knoll, Inc. stockholders 17,400 21,635 21,607 21,442 82,084 Earnings per share—Basic $ 0.36 $ 0.45 $ 0.45 $ 0.45 $ 1.71 Earnings per share—Diluted $ 0.36 $ 0.44 $ 0.44 $ 0.44 $ 1.68 _______________________________________________________________________________ (1) During the fourth quarter of 2017, the Company recorded pension settlement charges of $2.2 million and a $16.3 million write-off of property, plant, and equipment. (2) During the second quarter of 2017, Knoll recorded restructuring charges of $2.2 million related to headcount rationalization and modernization of equipment in the Office Segment. Knoll does not expect to incur additional payments due to restructuring. (3) The fourth quarter of 2017 results include the impact of the Tax Cuts and Jobs Acts. See Note 17. |
SEGMENT AND GEOGRAPHIC REGION I
SEGMENT AND GEOGRAPHIC REGION INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC REGION INFORMATION | SEGMENT AND GEOGRAPHIC REGION INFORMATION The Company manages business through its reporting segments: Office, Studio, and Coverings. All unallocated expenses are included within Corporate. The Office segment includes a complete range of workplace products that address diverse workplace planning paradigms. These products include: systems furniture, seating, storage, tables, desks and KnollExtra® accessories as well as the international sales of North American Office products. The Studio segment includes KnollStudio®, HOLLY HUNT®, Knoll Europe and DatesWeiser. KnollStudio products, include iconic seating, lounge furniture, side, cafe and dining chairs as well as conference, training and dining and occasional tables. HOLLY HUNT® is known for high quality residential furniture, lighting, rugs, textiles and leathers. HOLLY HUNT® includes the Vladimir Kagan Design Group, a renowned collection of modern luxury furnishings. Knoll Europe, which markets and sells both KnollStudio and Knoll Office products, manufactures and sells products to customers primarily in Europe. DatesWeiser, known for its sophisticated meeting and conference tables and credenzas, sets a standard for design, quality and technology integration. The Coverings segment includes KnollTextiles®, Spinneybeck® (including Filzfelt®), and Edelman® Leather. These businesses provide a wide range of customers with high-quality fabrics, felt, leather and related architectural products. Corporate costs represent the accumulation of unallocated costs relating to shared services and general corporate activities including, but not limited to, legal expenses, acquisition expenses, certain finance, human resources, administrative and executive expenses and other expenses that are not directly attributable to an operating segment. Dedicated, direct selling, general and administrative expenses of the segments are included within segment operating profit. Management regularly reviews the costs included in the Corporate function, and believes disclosing such information provides more visibility and transparency of how the chief operating decision maker reviews the results for the Company. The tables below present the Company’s segment information (in thousands): 2017 2016 2015 SALES Office $ 682,936 $ 731,327 $ 686,943 Studio 340,995 323,431 303,838 Coverings 108,961 109,534 113,661 Corporate — — — Knoll, Inc. $ 1,132,892 $ 1,164,292 $ 1,104,442 INTERSEGMENT SALES (1) Office $ 1,331 $ 1,877 $ 1,640 Studio 5,572 5,788 6,184 Coverings 5,369 8,350 8,358 Corporate — — — Knoll, Inc. $ 12,272 $ 16,015 $ 16,182 DEPRECIATION AND AMORTIZATION Office $ 19,177 $ 16,284 $ 14,945 Studio 6,776 5,936 5,565 Coverings 750 805 769 Corporate — — — Knoll, Inc. $ 26,703 $ 23,025 $ 21,279 OPERATING PROFIT Office (2) $ 25,894 $ 73,871 $ 55,823 Studio 51,136 53,413 47,952 Coverings 24,623 25,953 17,273 Corporate (13,684 ) (16,929 ) (19,938 ) Knoll, Inc. (3) $ 87,969 $ 136,308 $ 101,110 CAPITAL EXPENDITURES Office $ 32,413 $ 35,072 $ 27,058 Studio 7,061 6,819 4,241 Coverings 203 804 648 Corporate — — — Knoll, Inc. $ 39,677 $ 42,695 $ 31,947 _______________________________________________________________________________ (1) Intersegment sales are presented on a cost-plus basis which takes into consideration the effect of transfer prices between legal entities. (2) Knoll recorded a $16.3 million write-off of property, plant, and equipment, a $2.2 million pension settlement charge and a $2.2 million restructuring charge within the Office segment during 2017. (3) The Company does not allocate interest expense or other (income) expense, net to the reportable segments. Many of the Company's facilities manufacture products for all three reporting segments. Therefore, it is impractical to disclose asset information on a segment basis. The Company's net sales by product category were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Office Systems $ 390,396 $ 461,743 $ 432,655 Seating 109,051 114,135 117,799 Files and Storage 90,328 85,696 86,099 Studio 340,995 323,431 303,838 Coverings 108,961 109,534 113,661 Other 93,161 69,753 50,390 Total $ 1,132,892 $ 1,164,292 $ 1,104,442 The Company markets its products in the United States and internationally, with its principal international markets being Canada and Europe. The table below contains information about the geographical areas in which the Company operates. Sales are attributed to the geographic areas based on the origin of sale, and property, plant, and equipment, net is based on the geographic area in which the asset resides (in thousands): United Canada Europe Mexico Consolidated 2017 Sales $ 977,669 $ 52,894 $ 100,233 $ 2,096 $ 1,132,892 Property, plant, and equipment, net 157,805 29,307 13,518 — 200,630 2016 Sales $ 1,031,920 $ 36,813 $ 93,420 $ 2,139 $ 1,164,292 Property, plant, and equipment, net 157,856 26,452 12,776 — 197,084 2015 Sales $ 979,221 $ 36,163 $ 89,058 $ — $ 1,104,442 Property, plant, and equipment, net 137,863 20,919 13,360 — 172,142 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Indebtedness On January 23, 2018, the Company completed an amendment to its existing credit facility, dated May 20, 2014 (the “Existing Credit Agreement”), whereby the Existing Credit Agreement was amended and restated in its entirety by that certain Third Amended and Restated Credit Agreement, dated as of January 22, 2018, among the Company and certain foreign subsidiaries of the Company, as borrowers, certain domestic and foreign subsidiaries of the Company, as guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger and Sole Bookrunner, and certain lenders and other parties thereto (the “Amended Credit Agreement”). The Amended Credit Agreement provides for a $750.0 million credit facility that matures in five years , consisting of a revolving commitment in the amount of $400.0 million , which may be available in U.S. dollars, Euro, British Pound and other foreign currencies to be agreed, a U.S. term loan commitment in the amount of $250.0 million and a multicurrency term loan commitment in the amount of €81.7 million . The Amended Credit Agreement also includes an option to increase the size of the revolving credit facility or incur incremental term loans by up to the greater of $250.0 million and 90% of the EBITDA of the Company and its subsidiaries for the four fiscal quarters prior to such increase or additional loan, subject to the satisfaction of certain terms and conditions. The proceeds of the credit facility will be used to, among other things (1) consummate the Muuto Acquisition (as defined below), (2) refinance certain indebtedness and (3) for general corporate purposes. Borrowings under the credit facility may be repaid at any time, but no later than the maturity date on January 23, 2023. The Company retains the right to terminate or reduce the size of the revolving credit facility at any time. Borrowings under the term loan facilities amortize in equal quarterly installments equaling 5% per annum, with the remaining borrowings due on the maturity date. Interest on revolving credit and term loans will accrue, at the Company’s election, at (i) the Eurocurrency Rate (as defined in the Amended Credit Agreement), plus additional percentage points based on the Company’s leverage ratio or (ii) the Base Rate (a rate based on the higher of (a) the prime rate announced from time-to-time by Bank of America, N.A., (b) the Federal Reserve System’s federal funds rate, plus .50% or (c) the Eurocurrency Rate, plus 1.00% ; Base Rate is defined in detail in the Amended Credit Agreement), plus additional percentage points based on the Company’s leverage ratio. The Amended Credit Agreement requires the Company to comply with various affirmative and negative covenants, including without limitation (i) covenants to maintain a minimum specified interest coverage ratio and maximum specified net leverage ratio (or under certain circumstances, a maximum specified net secured leverage ratio), and (ii) covenants that prevent or restrict the Company’s ability to pay dividends, engage in certain mergers or acquisitions, make certain investments or loans, incur future indebtedness, engage in sale-leaseback transactions, alter its capital structure or line of business, prepay subordinated indebtedness, engage in certain transactions with affiliates and sell stock or assets. Repayments under the Amended Credit Agreement can be accelerated by the lenders upon the occurrence of certain events of default, including, without limitation, a failure to pay any principal, interest or other amounts in respect of loans when due, breach by the Company (or its subsidiaries) of any of the covenants or representations contained in the Amended Credit Agreement or related loan documents, failure of the Company (or its material subsidiaries) to pay any amounts owed with respect to other significant indebtedness of the Company or such subsidiary, or a bankruptcy event with respect to the Company or any of its material subsidiaries. The indebtedness incurred under the Amended Credit Agreement is secured by substantially all of the Company’s tangible and intangible assets, including, without limitation, the Company’s intellectual property. The Company’s direct and indirect wholly-owned domestic subsidiaries have also guaranteed the obligations of the Company and the foreign borrowers under the Amended Credit Agreement and pledged substantially all of their tangible and intangible assets as security for their obligations under such guarantee. Certain of the Company’s wholly-owned foreign subsidiaries have guaranteed the obligations of the foreign borrowers under the Amended Credit Agreement and pledged certain of their assets as security for their obligations under such guarantee. In January 2018, the Company entered into an interest rate swap, effective December 31, 2018, on $300.0 million notional amount of its new credit facility to a fixed rate of 2.63% , plus LIBOR. The swap is designed to reduce the Company's exposure to variable interest rate risk under the Amended Credit Agreement. Acquisitions On January 25, 2018, Knoll Denmark ApS (“Knoll Denmark”), a wholly owned subsidiary of the Company, completed the acquisition of one hundred percent ( 100% ) of the shares of Muuto Holding ApS and MIE4 Holding 5 ApS (“Muuto” or the “Muuto Acquisition”), which collectively hold substantially all of the business operations of Muuto, pursuant to a share purchase agreement, dated as of December 10, 2017, among Knoll Denmark and the owners of Muuto Holding ApS and MIE4 Holding 5 ApS. The purchase price for the shares was approximately $300.0 million , less certain customary adjustments. The Company will record the Muuto Acquisition using the acquisition method of accounting and recognize the assets acquired and liabilities assumed at their fair values as of the date of acquisition. The Company recorded acquisition costs in its consolidated statement of operations and comprehensive income, within selling, general, and administrative expenses during the year ended December 31, 2017 as follows (in thousands): Year Ended December 31, 2017 Accounting and legal fees $ 439 Other 104 Total $ 543 Due to the limited time since the date of the acquisition, the initial disclosure for this business combination is incomplete as of the date of this filing. As such, it is impracticable for the Company to make certain business combination disclosures at this time. The Company will provide this information in its Quarterly Report on Form 10-Q for the quarter ending March 31, 2018. |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | Description Balance at Additions Charge-Offs Other (1) Balance at Allowance for doubtful accounts: Year ended December 31, 2015 7,197 1,401 (600 ) (79 ) 7,919 Year ended December 31, 2016 7,919 6,653 (6,514 ) 1 8,059 Year ended December 31, 2017 8,059 (2,203 ) (1,839 ) 22 4,039 Valuation allowance for deferred income tax assets: Year ended December 31, 2015 7,901 (841 ) — (743 ) 6,317 Year ended December 31, 2016 6,317 451 — (607 ) 6,161 Year ended December 31, 2017 6,161 (2,578 ) — 1,206 4,789 ______________________________________________________________________________ (1) Primarily the impact of currency changes |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants, which the Company is required to follow. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“ASC”), which serves as a single source of authoritative non-SEC accounting and reporting standards to be applied by non-governmental entities. All amounts are presented in U.S. dollars, unless otherwise noted. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries and any partially owned subsidiaries that the Company has the ability to control. Significant intercompany transactions and balances have been eliminated in consolidation. The results of the Company's European subsidiaries are included in the consolidated financial statements, and are presented on a one -month lag to allow for the timely preparation of consolidated financial information. The effect of this lag in presentation is not material to the consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ from such estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly liquid investments with maturities of three months or less at the date of purchase. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when performance obligations under the terms of a contract with our customer are satisfied. This occurs when the control of the goods and services have been transferred to the customer. Accordingly, revenue for sale of goods is typically recognized upon shipment or delivery depending on the shipping terms of the underlying contract. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The amount of consideration received and revenue recognized varies with changes in returns, rebates, cash sales incentives and other allowances offered to customers based on the company's experience. The Company may receive deposits from customers before revenue is recognized, thus resulting in the recognition of a contract liability (customer deposits). Sales tax, value added tax, and other taxes that are collected concurrent with revenue-producing activities are excluded from revenue. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for losses associated with accounts receivable balances that are estimated to be uncollectible. The allowance is determined through an analysis of the aging of accounts receivable and assessments of risk that are based on historical trends. The Company evaluates the past-due status of its customer receivables based on the contractual terms of sale. If the financial condition of the Company's customers were to deteriorate, additional allowances may be required. Accounts receivable and corresponding allowance for doubtful accounts are written off when the Company determines that the likelihood of recovery is remote and the Company no longer intends to expend resources to attempt collection. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. The Company adjusts for inventory that it believes is impaired or obsolete. Obsolescence occurs as the result of several factors, including the discontinuance of a product line, changes in product material specifications, replacement products in the marketplace and other competitive influences. |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives are as follows: Category Useful Life (in years) Leasehold improvements (1) Various Buildings 45-60 Office equipment 3-10 Software 3-10 Machinery and equipment 4-12 (1) Useful lives for leasehold improvements are amortized over the shorter of the economic lives or the term of the lease. Maintenance and repairs are expensed as incurred. Interest on capital projects is capitalized during the construction period. The Company reviews the carrying values of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated cash flows expected to result from its use and eventual disposition. The factors considered by the Company in performing this assessment include current operating results, business trends affecting the use of certain assets and other economic factors. In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company records the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired as goodwill. Goodwill and intangible assets with indefinite lives are tested for impairment at least annually, as of October 1, and whenever events or circumstances occur indicating that a possible impairment may have been incurred. Intangible assets with finite lives are amortized over their useful lives. The Company assesses whether goodwill impairment exists using both the qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If based on this qualitative assessment the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed to determine whether a goodwill impairment exists at the reporting unit. In 2017 , in accordance with ASU 2017-04, the Company conducted the goodwill impairment test using the simplified test. The Company compares the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company estimates the fair value of its reporting units using a combination of the fair values derived from both the income approach and the market approach. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the business's ability to execute on the projected cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit. The Company assesses whether indefinite-lived intangible assets impairment exists using both the qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If based on this qualitative assessment, the Company determines it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed to determine whether an indefinite-lived intangible asset impairment exists. The Company tests the indefinite-lived intangible assets for impairment by comparing the carrying value to the fair value based on current revenue projections of the related operations, under the relief from royalty method. Any excess of the carrying value over the amount of fair value is recognized as an impairment. Any such impairment is recognized in the reporting period in which it has been identified. Finite-lived intangible assets such as customer relationships, non-compete agreements, and licenses are amortized over their estimated useful lives. The Company reviews the carrying values of these assets for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated cash flows expected to result from its use and eventual disposition. The Company continually evaluates the reasonableness of the useful lives of these assets. |
Business Combinations | Business Combinations The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. The results of operations of the acquired business are included in the Company's operating results from the date of acquisition. |
Deferred Financing Fees | Deferred Financing Fees Financing fees that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense over the life of the underlying indebtedness. Deferred financing fees are presented in the Company's consolidated balance sheets as a direct reduction from long-term debt. |
Shipping and Handling | Shipping and Handling Amounts billed to clients for shipping and handling of products are classified as sales. Costs incurred by the Company for shipping and handling are classified as cost of sales. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred, and are included as a component of selling, general, and administrative expenses. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability approach, which requires deferred tax assets and liabilities be recognized using enacted tax rates to measure the effect of temporary differences between book and tax bases on recorded assets and liabilities. Valuation allowances are recorded to reduce deferred tax assets, if it is more likely than not some portion or all of the deferred tax assets will not be recognized. The need to establish valuation allowances against deferred tax assets is assessed quarterly. The Company maintained a valuation allowance primarily for net operating loss carryforwards in foreign tax jurisdictions where the Company has incurred historical tax losses from operations or acquired tax losses through acquisitions, and has determined that it is more likely than not these deferred tax assets will not be recognized. The primary factors used to assess the likelihood of realization are forecasts of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The Company evaluates tax positions to determine whether the benefits of tax positions are more likely than not to be sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not to be sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement. For tax positions that are not more likely than not to be sustained upon audit, the Company does not recognize any portion of the benefit. If the more likely than not threshold is not met in the period for which a tax position is taken, the Company may subsequently recognize the benefit of that tax position if the tax matter is effectively settled, the statute of limitations expires, or if the more likely than not threshold is met in a subsequent period. The Company recognizes tax-related interest and penalties in income tax expense and accrues for interest and penalties in other noncurrent liabilities. The Tax Cuts and Jobs Act of 2017 (“Tax Act”), as signed by the President of the United States on December 22, 2017, significantly revises U.S. tax law. The law includes significant changes to the U.S. corporate income tax system, including a Federal corporate rate reduction from 35% to 21% , limitations on the deductibility of interest expense and executive compensation, and the transition of U.S. international taxation from a worldwide tax system to a territorial tax system. This change may result in a U.S. tax liability on those earnings which have not previously been repatriated to the U.S., with future foreign earnings potentially not subject to U.S. income taxes when repatriated. The Company is assessing the impact of the enacted tax law on its business and its consolidated financial statements and has recorded a provisional tax benefit of $26.6 million primarily related to the remeasurement of its deferred tax assets and liabilities for the reduced federal tax rates and impact of the one-time transition tax during the period ending December 31, 2017 . |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company uses the following valuation techniques to measure fair value for its financial assets and financial liabilities: Level 1 Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company and its subsidiaries use, as appropriate, a market approach (generally, data from market transactions), an income approach (generally, present value techniques and option-pricing models), and/or a cost approach (generally, replacement cost) to measure the fair value of an asset or liability. These valuation approaches incorporate inputs such as observable, independent market data and/or unobservable data that management believes are predicated on the assumptions market participants would use to price an asset or liability. These inputs may incorporate, as applicable, certain risks such as nonperformance risk, which includes credit risk. |
Commitments and Contingencies | Commitments and Contingencies The Company establishes reserves for the estimated cost of environmental, legal and other contingencies when such expenditures are probable and reasonably estimable. A significant amount of judgment is required to estimate and quantify the ultimate exposure in these matters. The Company engages outside experts as deemed necessary or appropriate to assist in the evaluation of exposure. From time to time, as information becomes available regarding changes in circumstances for ongoing issues as well as information regarding emerging issues, the potential liability is reassessed and reserve balances are adjusted as necessary. Revisions to the estimates of potential liability, and actual expenditures related to commitments and contingencies, could have a material impact on the results of operations or financial position. |
Warranty | Warranty The Company generally offers an assurance-type warranty for its products. The specific terms and conditions of those warranties vary depending upon the product sold. The Company estimates the costs that may be incurred under its warranties and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include historical product-failure experience and estimated repair costs for identified matters. The Company regularly assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. |
Concentration of Credit Risk | Concentration of Credit Risk The Company's accounts receivables are comprised primarily of amounts due from independent dealers and direct customers. The Company monitors and manages the credit risk associated with the individual dealers and direct customers. The independent dealers are responsible for assessing and assuming the credit risk of their customers, and may require their customers to provide deposits or other credit enhancement measures. Historically the Company has had a concentration of federal and local government receivables; however, they carry minimal credit risk. |
Foreign Currency Translation | Foreign Currency Translation Results of foreign operations are translated into U.S. dollars using average exchange rates during the year, while assets and liabilities are translated into U.S. dollars using the exchange rates as of the balance sheet dates. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss). Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency of the applicable subsidiary are included in the consolidated statements of operations, within other (income) expense, net, in the year in which the change occurs. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The Company recognizes compensation expense using the straight-line method over the vesting period. Compensation expense relating to restricted stock units that are subject to performance conditions is recognized if it is probable that the performance condition will be achieved. Forfeitures are recognized when they occur. Stock Options The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model, which requires management to make certain assumptions of future expectations based on historical and current data. The assumptions include the expected term of the options, risk-free interest rate, expected volatility, and dividend yield. The expected term represents the expected amount of time that options granted are expected to be outstanding, based on historical and forecasted exercise behavior. The risk-free rate is based on the rate at grant date of zero-coupon U.S. Treasury Notes with a term equal to the expected term of the option. Expected volatility is estimated based on the historical volatility of the Company's stock price. The Company's dividend yield is based on historical data. Restricted Stock and Restricted Stock Units The fair value of restricted stock and restricted stock units, excluding market-based restricted stock units, is based upon the closing market price of the Company's common stock on the date of grant. The fair value of the market-based restricted stock units is estimated at the date of grant using a Monte Carlo simulation model, which requires management to make certain assumptions based on both historical and current data. These awards vest based upon the performance of the Company's stock price relative to a peer group. The assumptions included in the model include, but are not limited to, risk-free interest rate, expected volatility of the Company's and the peer group's stock prices, and dividend yield. The risk-free rate is based upon the applicable U.S. Treasury Note rate. Expected volatility is estimated based on the historical volatility of the companies' stock prices. The dividend yield is based on the Company's historical data. |
Pension and Other Postemployment Benefits | Pension and Other Post-Employment Benefits The Company sponsors two defined benefit pension plans and two other post-employment benefit plans ("OPEB"). Several statistical and other factors, which attempt to anticipate future events, are used in calculating the expense and liability related to the plans. Key factors include assumptions about the expected rates of return on plan assets, discount rates, and health care cost trend rates. The Company considers market and regulatory conditions, including changes in investment returns and interest rates, in making these assumptions. The Company determines the expected long-term rate of return on plan assets based on aggregating the expected rates of return for each component of the plan's asset mix. The Company uses historic plan asset returns combined with current market conditions to estimate the rate of return. The expected rate of return on plan assets is a long-term assumption and generally does not change annually. The discount rate reflects the market rate for high-quality fixed income debt instruments as of the Company's annual measurement date and is subject to change each year. Unrecognized actuarial gains and losses are recognized over the expected remaining lifetime of the plan participants. Unrecognized actuarial gains and losses arise from several factors, including experience and assumption changes with respect to the obligations of the pension and OPEB plans, and from the difference between expected returns and actual returns on plan assets. These unrecognized gains and losses are systematically recognized as a change in future net periodic pension expense in accordance with the appropriate accounting guidance relating to defined benefit pension and OPEB plans. Key assumptions used in determining the amount of the obligation and expense recorded for the OPEB plans include the assumed discount rate and the assumed rate of increases in future health care costs. In estimating the health care cost trend rate, the Company considers actual health care cost experience, future benefit structures, industry trends and advice from its actuaries. The Company assumes that the relative increase in health care costs will generally trend downward over the next several years, reflecting assumed increases in efficiency and cost-containment initiatives in the health care system. In accordance with the appropriate accounting guidance, the Company has recognized the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligation) of the defined benefit pension and OPEB plans in the consolidated balance sheets. To record the unfunded status of the plans, the Company recorded an additional liability and an adjustment to accumulated other comprehensive loss, net of tax. Other changes in the benefit obligation including net actuarial loss (gain) and prior service cost (credit) are recognized in other comprehensive income. The actuarial assumptions the Company used in determining the pension and OPEB retirement benefits may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants. While the Company believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may materially affect the financial position or results of operations. As of December 31, 2015 , the Company changed the method it uses to estimate the interest cost component of net periodic benefit cost for pension and other post-employment benefits. This change resulted in a decrease in the interest cost component for 2016 and 2017 , compared to the previous method. Historically, the Company estimated the interest cost component utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. The Company has elected to utilize a full yield curve approach in the estimation of this component by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The Company has made this change to provide a more precise measurement of interest cost by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. As this change is treated as a change in estimate inseparable from a change in accounting principle, historical measurements of interest cost are not affected. |
Segment Information | Segment Information Accounting Standards Codification 280, Segment Reporting , defines that a segment for reporting purposes is based on the financial performance measures that are regularly reviewed by the “Chief Operating Decision Maker” to assess segment performance and to make decisions about a public entity's allocation of resources. Based on this guidance, the Company reports its segment results based on its reporting segments: Office, Studio, and Coverings. All unallocated expenses are included within Corporate. The Office segment includes a complete range of workplace products that address diverse workplace planning paradigms. These products include: systems furniture, seating, storage, tables, desks and KnollExtra® accessories as well as the international sales of our North American Office products. The Studio segment includes KnollStudio®, HOLLY HUNT®, Knoll Europe and DatesWeiser. KnollStudio products, include iconic seating, lounge furniture, side, cafe and dining chairs as well as conference, training and dining and occasional tables. HOLLY HUNT® is known for high quality residential furniture, lighting, rugs, textiles and leathers. Knoll Europe, which distributes both KnollStudio and Knoll Office products, manufactures and sells products to customers primarily in Europe. DatesWeiser, known for its sophisticated meeting and conference tables and credenzas, sets a standard for design, quality and technology integration. The Coverings segment includes KnollTextiles®, Spinneybeck® (including Filzfelt®), and Edelman® Leather. These businesses provide a wide range of customers with high-quality fabrics, felt, leather and related architectural products. Corporate costs represent the accumulation of unallocated costs relating to shared services and general corporate activities including, but not limited to, legal expenses, acquisition expenses, certain finance, human resources, administrative and executive expenses and other expenses that are not directly attributable to an operating segment. Dedicated, direct selling, general and administrative expenses of the segments are included within segment operating profit. Management regularly reviews the costs included in the Corporate function, and believes disclosing such information provides more visibility and transparency of how the chief operating decision maker reviews the results for the Company. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This ASU supersedes the revenue recognition requirements in FASB ASC Topic 605, “Revenue Recognition,” and most industry-specific guidance. The standard provides a five step model to be applied to all contracts with customers, with an underlying principle that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2017 and interim periods therein. The Company has completed its assessment of the impact of the new standard and will adopt the new standard effective January 1, 2018, using the modified retrospective transition method. The adoption of the new standard is not expected to have a material impact on the financial position of the Company, the results of its operations and its cash flows and the Company’s internal controls over financial reporting. The new standard further requires quantitative and qualitative disclosures about the Company’s contracts with customers. The Company will report the new disclosures required by the standard within the Form 10-Q for the interim period ending March 31, 2018. In July 2015, the FASB issued ASU 2015-11 - Inventory (Topic 330) , which amends existing guidance for measuring inventories. This amendment will require the Company to measure inventories recorded using the first-in, first-out method at the lower of cost and net realizable value. This amendment does not change the methodology for measuring inventories recorded using the last-in, first-out method. This amendment is effective for fiscal years beginning after December 15, 2016. The Company adopted this standard on January 1, 2017, and the impact on its consolidated financial statements was not material. In February 2016, the FASB issued guidance codified in ASC 842, Leases, which supersedes the guidance in ASC 840, Leases. ASC 842 will be effective for the Company on January 1, 2019, and the Company will adopt the standard using the modified retrospective approach. While the Company continues to evaluate the provisions of ASC 842 to determine how it will be affected, the primary effect of adopting the new standard will be to record assets and obligations for current operating leases. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 replaces the incurred loss impairment methodology for measuring and recognizing credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This amendment is effective for fiscal years beginning after December 15, 2019. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . ASU 2017-04 simplifies the accounting for goodwill impairment by removing the second step of the goodwill impairment test that requires a hypothetical purchase price allocation. Under the new guidance, goodwill impairment will be measured and recognized as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill allocated to the reporting unit. The revised guidance does not affect the reporting entity’s ability to first assess qualitative factors by reporting unit to determine whether it is necessary to perform the quantitative goodwill impairment test. The guidance is effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company early adopted ASU 2017-04 in 2017. The adoption did not impact the consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715) . The new standard improves the presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new standard will require all components of the Company's net periodic benefit cost (income), with the exception of service cost, currently reported within selling, general and administrative expenses, to be reclassified and reported within other expense. The adoption of the standard will impact the Company's Statement of Operations by retrospectively reclassifying net periodic benefit income of $7.4 million and $5.8 million in 2017 and 2016 , respectively, from Selling, general and administrative to Other expense (income), net. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) . The new standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. Under the new guidance, an entity should account for the effects of a modification unless all of the following are met, (i) the fair value of the modified award is the same as the fair value of the original award, (ii) the vesting conditions of the modified award are the same as the original awards immediately before modification, and (iii) the classification of the modified award as an equity instrument or liability instrument is the same as the classification immediately prior to modification. The guidance is effective for annual periods and interim periods within those beginning after December 15, 2017. Early adoption is permitted for annual and interim periods with a prospective application to an award modified on or after the adoption date. The Company does not believe there will be a material impact to the financial statements as a result of adopting this ASU. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. Subsequently the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) which provides guidance regarding situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. In accordance with the SAB 118, the Company has made a reasonable estimate of the effects on its existing deferred tax balances and the one-time transition tax. The ultimate impact of the Tax Act may differ from this estimate, possibly materially, due to changes in interpretations and assumptions, and guidance that may be issued and actions the Company may take in response to the Tax Act. The Tax Act is highly complex and the Company will continue to assess the impact that various provisions will have on the business and the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of depreciable lives | Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives are as follows: Category Useful Life (in years) Leasehold improvements (1) Various Buildings 45-60 Office equipment 3-10 Software 3-10 Machinery and equipment 4-12 (1) Useful lives for leasehold improvements are amortized over the shorter of the economic lives or the term of the lease. Information regarding the Company's property, plant and equipment is as follows (in thousands): December 31, 2017 2016 Land $ 12,489 $ 11,930 Leasehold improvements 54,995 46,125 Buildings 67,465 63,749 Office equipment 18,193 14,440 Software 40,378 20,910 Machinery and equipment 243,939 232,777 Construction-in-progress 32,481 55,890 Property, plant and equipment 469,940 445,821 Accumulated depreciation (269,310 ) (248,737 ) Property, plant, and equipment, net $ 200,630 $ 197,084 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Information regarding the Company's inventories is as follows (in thousands): December 31, 2017 2016 Raw materials $ 58,725 $ 60,217 Work-in-process 6,943 7,186 Finished goods 79,277 74,669 $ 144,945 $ 142,072 |
PROPERTY, PLANT, AND EQUIPMEN33
PROPERTY, PLANT, AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives are as follows: Category Useful Life (in years) Leasehold improvements (1) Various Buildings 45-60 Office equipment 3-10 Software 3-10 Machinery and equipment 4-12 (1) Useful lives for leasehold improvements are amortized over the shorter of the economic lives or the term of the lease. Information regarding the Company's property, plant and equipment is as follows (in thousands): December 31, 2017 2016 Land $ 12,489 $ 11,930 Leasehold improvements 54,995 46,125 Buildings 67,465 63,749 Office equipment 18,193 14,440 Software 40,378 20,910 Machinery and equipment 243,939 232,777 Construction-in-progress 32,481 55,890 Property, plant and equipment 469,940 445,821 Accumulated depreciation (269,310 ) (248,737 ) Property, plant, and equipment, net $ 200,630 $ 197,084 |
GOODWILL AND INTANGIBLE ASSET34
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of the Company's other intangible assets | Information regarding the Company's other intangible assets are as follows (in thousands): December 31, 2017 December 31, 2016 Gross Accumulated Net Gross Accumulated Net Indefinite-lived intangible assets: Tradenames $ 225,600 $ — $ 225,600 $ 225,600 $ — $ 225,600 Finite-lived intangible assets: Various 34,585 (21,604 ) 12,981 34,585 (18,315 ) 16,270 Total $ 260,185 $ (21,604 ) $ 238,581 $ 260,185 $ (18,315 ) $ 241,870 |
Schedule of estimated amortization expense based on the finite-lived intangible assets | The expected amortization expense based on the finite-lived intangible assets as of December 31, 2017 is as follows (in thousands): Estimated Amortization 2018 $ 2,495 2019 2,290 2020 2,216 2021 2,103 2022 1,808 |
Schedule of changes in the carrying amount of goodwill by reportable segment | The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands): Office Studio Coverings Total Balance as of December 31, 2016 $ 35,701 $ 68,731 $ 36,959 $ 141,391 Foreign currency translation adjustment 519 — — 519 Purchase accounting adjustment — 203 — 203 Balance as of December 31, 2017 $ 36,220 $ 68,934 $ 36,959 $ 142,113 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other current liabilities | Information regarding the Company's other current liabilities is as follows (in thousands): December 31, 2017 2016 Accrued employee compensation $ 41,144 $ 46,508 Customer deposits 30,484 31,216 Warranty 9,174 8,906 Contingent consideration 1,100 7,100 Other 22,256 21,125 Other current liabilities $ 104,158 $ 114,855 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of future minimum rental payments required under operating leases | Future minimum rental payments required, excluding maintenance and other miscellaneous charges, under those operating leases are as follows (in thousands): Future Minimum Rental Payments 2018 $ 26,744 2019 20,849 2020 16,968 2021 11,959 2022 10,528 Subsequent years 26,537 Total minimum lease payments $ 113,585 |
PENSION AND OTHER POST-EMPLOY37
PENSION AND OTHER POST-EMPLOYMENT BENEFITS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | |
Schedule of status of plans | The following table sets forth a reconciliation of the related benefit obligation and plan assets related to the benefits provided by the Company (in thousands): Pension Benefits Other Benefits 2017 2016 2017 2016 Change in projected benefit obligation: Projected benefit obligation at beginning of the period $ 280,193 $ 273,809 $ 5,736 $ 6,294 Service cost 700 1,870 — — Interest cost 9,455 9,662 173 196 Plan amendments — — (1,317 ) (998 ) Participant contributions — — 206 206 Actuarial (gain) loss 27,925 7,207 (284 ) 1,076 Benefits paid (19,586 ) (11,943 ) (708 ) (1,038 ) (Gain) related to settlement (472 ) — — — Administrative expenses paid (2,649 ) (412 ) — — Projected benefit obligation at end of the period $ 295,566 $ 280,193 $ 3,806 $ 5,736 Accumulated benefit obligation at end of the period $ 295,566 $ 280,193 $ — $ — Change in plan assets: Fair value of plan assets at beginning of the period $ 263,027 $ 210,556 $ — $ — Actual return on plan assets 33,103 11,662 — — Employer contributions — 53,164 502 832 Participant contributions — — 206 206 Actual expenses paid (2,649 ) (412 ) — — Benefits paid (19,586 ) (11,943 ) (708 ) (1,038 ) Fair value of plan assets at the end of period $ 273,895 $ 263,027 $ — $ — Funded status $ (21,671 ) $ (17,166 ) $ (3,806 ) $ (5,736 ) |
Schedule of assumptions used in computing the benefit obligation | Assumptions used in computing the benefit obligation as of December 31, 2017 and 2016 were as follows: Pension Benefits Other Benefits 2017 2016 2017 2016 Discount rate 3.70 - 3.77% 4.16 - 4.25% 2.48 - 3.66% 2.35 - 4.20% Expected return on plan assets 7.10 % 7.10 % N/A N/A Rate of compensation increase N/A N/A N/A N/A |
Schedule of pension plan investments measured at fair value | The following table presents the fair value of the Company's pension plan investments as of December 31, 2017 and 2016 (in thousands): Level 1 Level 2 Level 3 Total Equity Securities U.S. equity securities $ — $ 75,944 $ — $ 75,944 Non-U.S. equity securities — 37,042 — 37,042 Debt Securities Fixed income funds and cash investment funds 123,867 37,042 — 160,909 December 31, 2017 $ 123,867 $ 150,028 $ — $ 273,895 Equity Securities U.S. equity securities $ 103,649 $ — $ — $ 103,649 Non-U.S. equity securities 36,936 — — 36,936 Debt Securities Fixed income funds and cash investment funds 122,442 — — 122,442 December 31, 2016 $ 263,027 $ — $ — $ 263,027 |
Schedule of amounts related to the Company's pension plan recognized in consolidated balance sheet | The following table sets forth the consolidated balance sheets presentation for components relating to the Company's pension and OPEB plans (in thousands): Pension Benefits Other Benefits 2017 2016 2017 2016 Amounts recognized in the consolidated balance sheets consist of: Current liabilities $ — $ — $ (231 ) $ (612 ) Noncurrent liabilities (21,671 ) (17,166 ) (3,575 ) (5,124 ) Net amount recognized $ (21,671 ) $ (17,166 ) $ (3,806 ) $ (5,736 ) Amounts recognized in accumulated other comprehensive income (loss) before taxes: Net actuarial loss (gain) $ 60,256 $ 50,327 $ 1,015 $ 1,302 Prior service cost (credit) — — (3,310 ) (3,477 ) Net amount recognized $ 60,256 $ 50,327 $ (2,295 ) $ (2,175 ) |
Schedule of amounts related to the Company's pension plan recognized in other comprehensive income | The following table sets forth other changes in the benefit obligation recognized in other comprehensive income for the Company's pension and OPEB plans (in thousands): Pension Benefits Other Benefits 2017 2016 2017 2016 Net actuarial loss (gain) $ 12,794 $ 10,326 $ (227 ) $ 581 Prior service (credit) — — (1,400 ) (998 ) Amortization of: Prior service credit — — 1,485 1,120 Actuarial (loss) gain (704 ) (492 ) (3 ) 248 Loss recognized related to settlement (2,162 ) — — — Total recognized in OCI $ 9,928 $ 9,834 $ (145 ) $ 951 The following table sets forth the estimated net actuarial loss and prior service credit for the Company's pension and OPEB plans included in accumulated other comprehensive income and expected to be recognized in net periodic pension cost during the fiscal year ended December 31, 2018 (in thousands): Pension Benefits Other Benefits 2018 2018 Prior service credit — 730 Actuarial (loss) gain (1,465 ) 71 Total recognized in OCI $ (1,465 ) $ 801 |
Schedule of components of the net periodic benefit cost | The following table sets forth the components of the net periodic benefit cost for the Company's pension and OPEB plans (in thousands): Pension Benefits Other Benefits 2017 2016 2015 2017 2016 2015 Service cost $ 700 $ 1,870 $ 7,457 $ — $ — $ 5 Interest cost 9,455 9,662 12,350 173 196 289 Expected return on plan assets (18,444 ) (14,782 ) (14,455 ) — — — Amortization of prior service cost (credit) — — — (1,485 ) (1,120 ) (852 ) Recognized actuarial loss (gain) 704 492 6,311 3 (248 ) (144 ) Settlement and curtailment related expense (1) 2,162 — — — — — Net periodic benefit (income) cost $ (5,423 ) $ (2,758 ) $ 11,663 $ (1,309 ) $ (1,172 ) $ (702 ) _______________________________________________________________________________ (1) The pension settlement charge was related to cash payments from lump sum elections made by employees affected by the restructuring activities in the second quarter of 2017. |
Schedule of assumptions used to determine net periodic benefit cost | Assumptions used to determine net periodic benefit cost for the years ended December 31, 2017 , 2016 , and 2015 were as follows: Pension Benefits Other Benefits 2017 2016 2015 2017 2016 2015 Discount rate 3.80 - 4.25% 4.55 - 4.65% 4.18 - 4.54% 2.35 - 4.20% 2.30 - 4.51% 1.69 - 4.20% Expected return on plan assets 7.10 % 7.10 % 7.10 % N/A N/A N/A Rate of compensation increase N/A N/A 2.50 % N/A N/A N/A |
Schedule of health care cost trend rates | For purposes of measuring the benefit obligation associated with the Company's OPEB plans as of December 31, 2017 , as well as the assumed rate for 2018 the following rates were assumed to affect the per capita costs of the following covered benefits: Benefit obligation Net periodic benefit cost 2017 2025 and thereafter 2017 2023 - 2024 Healthcare 5.60 - 7.20% 4.50 % 5.80 - 6.20% 4.50 % Prescription drug 10.10 % 4.50 % 11.10 % 4.50 % The effect on benefit obligation of increasing/decreasing the healthcare cost trend rate and aggregate service and interest cost components by 1% is shown as follows for 2017 (in thousands): Accumulated Post-employment Benefit Obligation Aggregate service and interest cost components Increase $ 9 $ 1 Decrease 8 1 |
Schedule of weighted-average asset allocations by asset category | The Company's pension plans' weighted-average asset allocations as of December 31, 2017 and 2016 , by asset category were as follows: Plan Assets at 2017 2016 Asset Category: Temporary investment funds 1 % 1 % Equity investment funds 41 % 53 % Fixed income funds 58 % 46 % Total 100 % 100 % |
Estimated future benefit payments under our pension and other postretirement plans | Estimated future benefit payments under the pension and OPEB plans are as follows (in thousands): Pension Benefits Other Benefits 2018 $ 18,944 $ 231 2019 19,012 235 2020 19,416 234 2021 19,460 241 2022 19,468 240 2023 - 2027 89,456 1,243 |
FAIR VALUE OF FINANCIAL INSTR38
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of indefinite lived intangible assets recorded at fair value on a recurring basis | The following table represents the assets and liabilities, measured at fair value on a recurring basis and the basis for that measurement (in thousands): Fair Value as of December 31, 2017 Fair Value as of December 31, 2016 Liabilities: Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Contingent purchase price payment - Holly Hunt $ — $ — $ — $ — $ — $ — $ 6,000 $ 6,000 Contingent purchase price payment - DatesWeiser — — 1,100 1,100 — — 1,100 1,100 Total $ — $ — $ 1,100 $ 1,100 $ — $ — $ 7,100 $ 7,100 |
INDEBTEDNESS (Tables)
INDEBTEDNESS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The Company's long-term debt is summarized as follows (in thousands): December 31, 2017 2016 Balance of revolving credit facility $ 27,000 $ 45,000 Balance of term loan 165,000 175,000 Total long-term debt 192,000 220,000 Less: Current maturities of long-term debt 10,000 10,000 Less: Deferred financing fees, net 952 1,617 Long-term debt $ 181,048 $ 208,383 |
Schedule of revolving credit facilities | The following revolving credit facilities were in place at December 31, 2017 and 2016 (in thousands): December 31, 2017 December 31, 2016 Expiration Date Capacity Borrowed Letter of Credit Unused capacity Borrowed Letter of Credit Unused capacity Revolving credit facility May 20, 2019 $ 300,000 $ 27,000 $ 5,367 $ 267,633 $ 45,000 $ 5,766 $ 249,234 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of changes in the warranty reserve | Changes in the warranty reserve are as follows (in thousands): 2017 2016 2015 Balance, beginning of the year $ 8,906 $ 8,513 $ 8,180 Provision for warranty claims 7,099 6,792 7,249 Warranty claims paid (6,735 ) (6,272 ) (6,801 ) Foreign currency translation adjustment (96 ) (127 ) (115 ) Balance, end of the year $ 9,174 $ 8,906 $ 8,513 |
STOCK PLANS (Tables)
STOCK PLANS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of shares authorized by plans | The following table summarizes the Company approved plans, the number of shares authorized to be issued and the number of shares available to be issued as of December 31, 2017 : Authorized for issue Available for issue 2010 Stock Incentive Plan 2,000,000 29,157 2013 Stock Incentive Plan 2,000,000 1,007,793 Total available for issuance 1,036,950 |
Schedule of restricted stock activity | The following table summarizes the Company's restricted stock activity during the year: Restricted Weighted-Average Grant Date Outstanding at December 31, 2016 993,962 $ 18.00 Granted 301,738 22.80 Forfeited (61,480 ) 20.88 Vested (392,610 ) 16.07 Outstanding at December 31, 2017 841,610 $ 20.41 The following table summarizes the Company's restricted stock units activity during the year: Restricted Weighted-Average Grant Date Restricted Weighted-Average Grant Date Restricted Weighted-Average Grant Date Outstanding at December 31, 2014 80,000 $ 14.04 323,083 $ 17.36 103,437 $ 8.18 Granted — — 73,000 21.64 73,000 12.14 Forfeited — — (15,625 ) 15.92 (15,625 ) 8.93 Vested (35,000 ) 14.04 — — — — Outstanding at December 31, 2015 45,000 $ 14.04 380,458 $ 18.28 160,812 $ 10.12 Granted — — 163,509 18.81 109,000 13.02 Forfeited — — (8,862 ) 17.93 (7,203 ) 11.42 Vested (15,000 ) 14.04 — — — — Outstanding at December 31, 2016 30,000 $ 14.04 535,105 $ 18.45 262,609 $ 11.96 Granted — — 147,938 22.77 98,625 15.86 Forfeited — — (39,347 ) 21.03 (28,657 ) 13.83 Vested (15,000 ) 14.04 (316,210 ) 17.70 (95,869 ) 8.97 Outstanding at December 31, 2017 15,000 $ 14.04 327,486 $ 20.44 236,708 $ 14.40 The following table shows the details for each of the 2015 , 2016 and 2017 restricted shares and restricted stock units grants: Grant Date Number of restricted shares and restricted stock units Weighted-Average Grant Date Fair Value Vesting Vesting Period 2015 grants 146,000 $ 21.64 Cliff - Subject to service conditions Three Years 22,360 $ 21.31 Graded - Subject to service conditions Three Years 73,000 $ 21.64 Cliff - Subject to service and performance conditions Three Years 73,000 $ 14.62 Cliff - Subject to service and market conditions Three Years Total 2015 grants 314,360 2016 grants 283,000 $ 18.69 Cliff - Subject to service conditions Three Years 30,632 $ 18.28 Graded - Subject to service conditions Three Years 163,509 $ 18.81 Cliff - Subject to service and performance conditions Three Years 109,000 $ 12.65 Cliff - Subject to service and market conditions Three Years Total 2016 grants 586,141 2017 grants 277,250 $ 22.80 Cliff - Subject to service conditions Three - Four Years 24,488 $ 22.87 Graded - Subject to service conditions Three Years 147,938 $ 22.77 Cliff - Subject to service and performance conditions Three Years 98,625 $ 15.86 Cliff - Subject to service and market conditions Three Years Total 2017 grants 548,301 |
Schedule of stock options activity | The following table summarizes the Company's stock option activity for the preceding three years. Number of Weighted-Average Weighted- Aggregate Outstanding at December 31, 2014 647,671 $ 15.37 2.16 $ 4,016,809 Exercised (377,671 ) $ 14.98 $ 2,496,218 Outstanding at December 31, 2015 270,000 $ 15.93 1.44 $ 1,203,600 Exercised (202,500 ) $ 13.69 $ 1,597,398 Outstanding at December 31, 2016 67,500 $ 22.64 0.68 $ 357,225 Exercised (22,500 ) $ 20.97 $ 147,760 Expired (45,000 ) $ 23.47 $ — Outstanding at December 31, 2017 — $ — $ — Exercisable at December 31, 2017 — $ — $ — |
Schedule of non-vested options | A summary of the status of the Company's non-vested options as of December 31, 2017 and 2016 , and changes during the year ended December 31, 2017 , is presented below. Number of Weighted- Non-vested at December 31, 2016 4,000 $ 6.26 Vested (4,000 ) $ 6.26 Non-vested at December 31, 2017 — $ — |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Common stock outstanding | The following table demonstrates the change in the number of shares of common stock outstanding during the years ended December 2017 , 2016 , and 2015 (excludes non-voting restricted shares). Shares outstanding as of December 31, 2014 47,487,510 Purchase of common stock (260,088 ) Shares issued under stock incentive plan, net of awards surrendered to pay applicable taxes 218,458 Exercise of stock options 377,671 Shares issued to Board of Directors in lieu of cash 4,528 Shares outstanding as of December 31, 2015 47,828,079 Purchase of common stock (123,577 ) Shares issued under stock incentive plan, net of awards surrendered to pay applicable taxes 192,050 Exercise of stock options 202,500 Shares issued to Board of Directors in lieu of cash 3,276 Shares outstanding as of December 31, 2016 48,102,328 Purchase of common stock (17,445 ) Shares issued under stock incentive plan, net of awards surrendered to pay applicable taxes 385,037 Exercise of stock options 22,500 Shares issued to Board of Directors in lieu of cash 5,522 Shares outstanding as of December 31, 2017 48,497,942 |
Schedule of components of accumulated other comprehensive income (loss) | The components of accumulated other comprehensive income (loss) are as follows (in thousands): Beginning Before-Tax Tax Benefit Net-of-Tax Ending December 31, 2015 Pension and other post-employment liability adjustment $ (34,777 ) $ 19,728 $ (7,783 ) $ 11,945 $ (22,832 ) Foreign currency translation adjustment 2,095 (16,581 ) — (16,581 ) (14,486 ) Accumulated other comprehensive income (loss) $ (32,682 ) $ 3,147 $ (7,783 ) $ (4,636 ) $ (37,318 ) December 31, 2016 Pension and other post-employment liability adjustment $ (22,832 ) $ (10,785 ) $ 4,212 $ (6,573 ) $ (29,405 ) Foreign currency translation adjustment (14,486 ) 488 — 488 (13,998 ) Accumulated other comprehensive income (loss) $ (37,318 ) $ (10,297 ) $ 4,212 $ (6,085 ) $ (43,403 ) December 31, 2017 Pension and other post-employment liability adjustment $ (29,405 ) $ (9,783 ) $ 4,544 $ (5,239 ) $ (34,644 ) Foreign currency translation adjustment (13,998 ) 4,868 — 4,868 (9,130 ) Accumulated other comprehensive income (loss) $ (43,403 ) $ (4,915 ) $ 4,544 $ (371 ) $ (43,774 ) |
Schedule of reclassifications made from accumulated other comprehensive income (loss) to the statement of operations | The following reclassifications were made from accumulated other comprehensive income (loss) to the statements of operations (in thousands): December 31, 2017 2016 2015 Amortization of pension and other post-employment liability adjustments Prior service credits (1) $ 1,485 $ 1,120 $ 852 Actuarial losses (1) (707 ) (244 ) (6,167 ) Loss recognized during settlement (2,162 ) — — Total before tax (1,384 ) 876 (5,315 ) Tax (benefit) expense (548 ) 312 (1,929 ) Net of tax $ (836 ) $ 564 $ (3,386 ) (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension costs. See Note 10 for additional information. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of basic to dilutive average common shares | The following table sets forth the reconciliation from basic to dilutive average common shares (in thousands): Years ended December 31, 2017 2016 2015 Numerator: Net earnings attributable to Knoll, Inc. stockholders $ 80,163 $ 82,084 $ 65,963 Denominator: Denominator for basic earnings per shares - weighted-average shares 48,423 48,093 47,747 Effect of dilutive securities: Potentially dilutive shares resulting from stock plans 737 826 691 Denominator for diluted earnings per share - weighted-average shares 49,160 48,919 48,438 Antidilutive equity awards not included in weighted-average common shares—diluted — — 4 Net earnings per common share attributable to Knoll, Inc. stockholders: Basic $ 1.66 $ 1.71 $ 1.38 Diluted $ 1.63 $ 1.68 $ 1.36 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income tax expense | Income before income tax expense consists of the following (in thousands): 2017 2016 2015 U.S. operations $ 62,609 $ 107,803 $ 77,996 Foreign operations 15,983 19,735 25,423 Total $ 78,592 $ 127,538 $ 103,419 |
Schedule of income tax expense | Income tax (benefit) expense is comprised of the following (in thousands): 2017 2016 2015 Current: Federal $ 11,712 $ 11,980 $ 24,988 State 2,404 2,840 6,101 Foreign 3,918 4,588 6,224 Total current 18,034 19,408 37,313 Deferred: Federal (20,595 ) 23,814 (1,098 ) State 2,541 2,347 505 Foreign (1,580 ) (145 ) 751 Total deferred (19,634 ) 26,016 158 Income tax (benefit) expense $ (1,600 ) $ 45,424 $ 37,471 |
Schedule of tax effects of temporary differences that give rise to the deferred tax assets and liabilities | The following table sets forth the tax effects of temporary differences that give rise to the deferred tax assets and liabilities (in thousands): December 31, December 31, Deferred tax assets Accounts receivable, principally due to allowance for doubtful accounts $ 858 $ 2,985 Inventories 5,939 8,294 Net operating loss carryforwards 7,460 6,664 Accrued pension 5,591 7,637 Stock-based compensation 2,972 6,493 Compensation-related accruals 3,063 4,928 Warranty 1,779 3,222 Obligation for post-employment benefits other than pension 1,312 2,267 Accrued liabilities and other items 3,886 8,537 Gross deferred tax assets 32,860 51,027 Valuation allowance (4,789 ) (6,161 ) Net deferred tax assets 28,071 44,866 Deferred tax liabilities: Intangibles (58,701 ) (86,961 ) Plant and equipment (24,041 ) (34,759 ) Gross deferred tax liabilities (82,742 ) (121,720 ) Net deferred tax liabilities $ (54,671 ) $ (76,854 ) |
Schedule of reconciliation of statutory federal income tax rate to the effective income tax rate | The following table sets forth a reconciliation of the statutory federal income tax rate to the effective income tax rate: 2017 2016 2015 Federal statutory tax rate 35.0 % 35.0 % 35.0 % Increase (decrease) in the tax rate resulting from: State taxes, net of federal effect 5.2 % 3.3 % 4.4 % Effect of tax rates of other countries (1.8 )% (1.4 )% (2.4 )% Section 199 deduction (0.7 )% (0.8 )% (0.9 )% Change in contingency reserve — % (0.2 )% (0.2 )% Limitation on deduction of officer’s compensation 1.3 % 0.6 % 0.5 % Tax Act (33.9 )% — % — % Valuation Allowance Release (3.3 )% — % — % Other (3.8 )% (0.9 )% (0.2 )% Effective tax rate (2.0 )% 35.6 % 36.2 % |
Summarizes the activity related to the entity's unrecognized tax benefits | The following table summarizes the activity related to the Company's unrecognized tax benefits during 2017 , 2016 , and 2015 (in thousands): 2017 2016 2015 Balance, beginning of the year $ 875 $ 4,407 $ 4,922 Additions for tax position related to the current year 125 125 125 Additions for tax position related to the prior year — 56 134 Decreases for tax position related to the prior year — (250 ) (774 ) Prior year reductions: Lapse of statute of limitations (125 ) (125 ) — Settlements — (3,338 ) — Balance, end of the year $ 875 $ 875 $ 4,407 |
OTHER EXPENSE (INCOME), NET (Ta
OTHER EXPENSE (INCOME), NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Components of other income (expense) , net | The components of other expense (income), net are as follows (in thousands): Years Ended December 31, 2017 2016 2015 Foreign exchange losses (gains) $ 1,781 $ 3,725 $ (9,130 ) Other, net 113 (360 ) (44 ) Other expense (income), net $ 1,894 $ 3,365 $ (9,174 ) |
QUARTERLY RESULTS (UNAUDITED) (
QUARTERLY RESULTS (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of selected unaudited consolidated statements of operations and comprehensive income data | The following tables contain selected unaudited Consolidated Statements of Operations and Comprehensive Income data for each quarter for the years ended December 31, 2017 and 2016 . The operating results for any quarter are not necessarily indicative of results for any future period. The quarterly results are as follows (in thousands): First Second Third Fourth Fiscal 2017 Sales $ 256,820 $ 268,694 $ 291,256 $ 316,122 $ 1,132,892 Gross profit 95,674 99,958 106,610 112,337 414,579 Net earnings 15,396 12,956 19,161 32,679 80,192 (1) (2) (3) Net earnings attributable to Knoll, Inc. stockholders 15,404 12,934 19,132 32,693 80,163 (1) (2) (3) Earnings per share—Basic $ 0.32 $ 0.27 $ 0.39 $ 0.67 $ 1.66 (1) (2) (3) Earnings per share—Diluted $ 0.31 $ 0.26 $ 0.39 $ 0.67 $ 1.63 (1) (2) (3) 2016 Sales $ 284,629 $ 294,700 $ 292,097 $ 292,866 $ 1,164,292 Gross profit 107,764 114,064 112,801 111,347 445,976 Net earnings 17,411 21,641 21,618 21,444 82,114 Net earnings attributable to Knoll, Inc. stockholders 17,400 21,635 21,607 21,442 82,084 Earnings per share—Basic $ 0.36 $ 0.45 $ 0.45 $ 0.45 $ 1.71 Earnings per share—Diluted $ 0.36 $ 0.44 $ 0.44 $ 0.44 $ 1.68 _______________________________________________________________________________ (1) During the fourth quarter of 2017, the Company recorded pension settlement charges of $2.2 million and a $16.3 million write-off of property, plant, and equipment. (2) During the second quarter of 2017, Knoll recorded restructuring charges of $2.2 million related to headcount rationalization and modernization of equipment in the Office Segment. Knoll does not expect to incur additional payments due to restructuring. (3) The fourth quarter of 2017 results include the impact of the Tax Cuts and Jobs Acts. See Note 17. |
SEGMENT AND GEOGRAPHIC REGION47
SEGMENT AND GEOGRAPHIC REGION INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of certain financial information related to segments | The tables below present the Company’s segment information (in thousands): 2017 2016 2015 SALES Office $ 682,936 $ 731,327 $ 686,943 Studio 340,995 323,431 303,838 Coverings 108,961 109,534 113,661 Corporate — — — Knoll, Inc. $ 1,132,892 $ 1,164,292 $ 1,104,442 INTERSEGMENT SALES (1) Office $ 1,331 $ 1,877 $ 1,640 Studio 5,572 5,788 6,184 Coverings 5,369 8,350 8,358 Corporate — — — Knoll, Inc. $ 12,272 $ 16,015 $ 16,182 DEPRECIATION AND AMORTIZATION Office $ 19,177 $ 16,284 $ 14,945 Studio 6,776 5,936 5,565 Coverings 750 805 769 Corporate — — — Knoll, Inc. $ 26,703 $ 23,025 $ 21,279 OPERATING PROFIT Office (2) $ 25,894 $ 73,871 $ 55,823 Studio 51,136 53,413 47,952 Coverings 24,623 25,953 17,273 Corporate (13,684 ) (16,929 ) (19,938 ) Knoll, Inc. (3) $ 87,969 $ 136,308 $ 101,110 CAPITAL EXPENDITURES Office $ 32,413 $ 35,072 $ 27,058 Studio 7,061 6,819 4,241 Coverings 203 804 648 Corporate — — — Knoll, Inc. $ 39,677 $ 42,695 $ 31,947 _______________________________________________________________________________ (1) Intersegment sales are presented on a cost-plus basis which takes into consideration the effect of transfer prices between legal entities. (2) Knoll recorded a $16.3 million write-off of property, plant, and equipment, a $2.2 million pension settlement charge and a $2.2 million restructuring charge within the Office segment during 2017. (3) The Company does not allocate interest expense or other (income) expense, net to the reportable segments. |
Schedule of Company's net sales by product category | The Company's net sales by product category were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Office Systems $ 390,396 $ 461,743 $ 432,655 Seating 109,051 114,135 117,799 Files and Storage 90,328 85,696 86,099 Studio 340,995 323,431 303,838 Coverings 108,961 109,534 113,661 Other 93,161 69,753 50,390 Total $ 1,132,892 $ 1,164,292 $ 1,104,442 |
Schedule of information about the geographical areas in which the Company operates | The table below contains information about the geographical areas in which the Company operates. Sales are attributed to the geographic areas based on the origin of sale, and property, plant, and equipment, net is based on the geographic area in which the asset resides (in thousands): United Canada Europe Mexico Consolidated 2017 Sales $ 977,669 $ 52,894 $ 100,233 $ 2,096 $ 1,132,892 Property, plant, and equipment, net 157,805 29,307 13,518 — 200,630 2016 Sales $ 1,031,920 $ 36,813 $ 93,420 $ 2,139 $ 1,164,292 Property, plant, and equipment, net 157,856 26,452 12,776 — 197,084 2015 Sales $ 979,221 $ 36,163 $ 89,058 $ — $ 1,104,442 Property, plant, and equipment, net 137,863 20,919 13,360 — 172,142 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Schedule of acquisition costs | The Company recorded acquisition costs in its consolidated statement of operations and comprehensive income, within selling, general, and administrative expenses during the year ended December 31, 2017 as follows (in thousands): Year Ended December 31, 2017 Accounting and legal fees $ 439 Other 104 Total $ 543 |
SUMMARY OF SIGNIFICANT ACCOUN49
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Principles of Consolidation | ||||
Lag period for including results of European subsidiaries in consolidated financial statements | 1 month | |||
Cash and Cash Equivalents | ||||
Maximum term of original maturity to classify instruments as cash and cash equivalents | 3 months | |||
Research and Development Costs | ||||
Research and development expenses | $ 19,200 | $ 21,700 | $ 20,700 | |
Income Taxes | ||||
Estimated benefit as a result of the new legislation | $ 26,600 | |||
Pension and Other Post-Employment Benefits | ||||
Reduction to net periodic benefit expense | 1,900 | 2,700 | ||
New Accounting Pronouncements | ||||
Decrease in selling, general, and administrative expenses | (305,992) | (309,668) | (299,476) | |
Increase in other expense (income), net | $ (1,894) | (3,365) | $ 9,174 | |
Buildings | Minimum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 45 years | |||
Buildings | Maximum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 60 years | |||
Office equipment | Minimum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 3 years | |||
Office equipment | Maximum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 10 years | |||
Software | Minimum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 3 years | |||
Software | Maximum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 10 years | |||
Machinery and equipment | Minimum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 4 years | |||
Machinery and equipment | Maximum | ||||
Property, Plant, Equipment and Depreciation | ||||
Useful life | 12 years | |||
Accounting Standards Update 2017-07 | ||||
New Accounting Pronouncements | ||||
Decrease in selling, general, and administrative expenses | $ 7,400 | 5,800 | ||
Increase in other expense (income), net | $ 7,400 | $ 5,800 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) | Dec. 01, 2016 | Sep. 09, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 |
Fair Value, Measurements, Recurring | |||||
Business Acquisition [Line Items] | |||||
Fair value of contingent purchase price payment (up to) | $ 1,100,000 | $ 7,100,000 | $ 16,000,000 | ||
Holly Hunt | |||||
Business Acquisition [Line Items] | |||||
Aggregate purchase price | $ 8,500,000 | ||||
Holly Hunt | Fair Value, Measurements, Recurring | |||||
Business Acquisition [Line Items] | |||||
Fair value of contingent purchase price payment (up to) | 0 | 6,000,000 | |||
DatesWeiser | |||||
Business Acquisition [Line Items] | |||||
Aggregate purchase price | $ 11,000,000 | ||||
DatesWeiser | Fair Value, Measurements, Recurring | |||||
Business Acquisition [Line Items] | |||||
Fair value of contingent purchase price payment (up to) | $ 4,000,000 | $ 1,100,000 | $ 1,100,000 |
RESTRICTED CASH (Details)
RESTRICTED CASH (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash to defer the payment of duties on imports into United Kingdom | $ 0.1 | $ 0.1 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 58,725 | $ 60,217 |
Work-in-process | 6,943 | 7,186 |
Finished goods | 79,277 | 74,669 |
Inventories, net | $ 144,945 | $ 142,072 |
PROPERTY, PLANT, AND EQUIPMEN53
PROPERTY, PLANT, AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | $ 469,940 | $ 469,940 | $ 445,821 | |
Accumulated depreciation | (269,310) | (269,310) | (248,737) | |
Property, plant, and equipment, net | 200,630 | 200,630 | 197,084 | $ 172,142 |
Interest costs capitalized | 800 | 700 | 300 | |
Write-off of property, plant, and equipment | 16,300 | 16,306 | 0 | $ 0 |
Land | ||||
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | 12,489 | 12,489 | 11,930 | |
Leasehold improvements | ||||
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | 54,995 | 54,995 | 46,125 | |
Buildings | ||||
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | 67,465 | 67,465 | 63,749 | |
Office equipment | ||||
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | 18,193 | 18,193 | 14,440 | |
Software | ||||
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | 40,378 | 40,378 | 20,910 | |
Machinery and equipment | ||||
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | 243,939 | 243,939 | 232,777 | |
Construction-in-progress | ||||
PROPERTY, PLANT, AND EQUIPMENT | ||||
Property, plant and equipment | $ 32,481 | $ 32,481 | $ 55,890 |
GOODWILL AND INTANGIBLE ASSET54
GOODWILL AND INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Total Intangible assets | ||||
Gross Amount | $ 260,185 | $ 260,185 | ||
Accumulated Amortization | (21,604) | (18,315) | ||
Net Amount | 238,581 | 241,870 | ||
Amortization expense | 3,300 | 3,300 | $ 3,200 | |
Estimated Amortization | ||||
2,018 | 2,495 | |||
2,019 | 2,290 | |||
2,020 | 2,216 | |||
2,021 | 2,103 | |||
2,022 | 1,808 | |||
Changes in the carrying amount of goodwill | ||||
Balance as of December 31, 2016 | 141,391 | |||
Foreign currency translation adjustment | 519 | |||
Purchase accounting adjustment | 203 | |||
Balance as of December 31, 2017 | 142,113 | 141,391 | ||
Office Segment | ||||
Changes in the carrying amount of goodwill | ||||
Balance as of December 31, 2016 | 35,701 | |||
Foreign currency translation adjustment | 519 | |||
Purchase accounting adjustment | 0 | |||
Balance as of December 31, 2017 | 36,220 | 35,701 | ||
Studio Segment | ||||
Changes in the carrying amount of goodwill | ||||
Balance as of December 31, 2016 | 68,731 | |||
Foreign currency translation adjustment | 0 | |||
Purchase accounting adjustment | 203 | |||
Balance as of December 31, 2017 | 68,934 | 68,731 | ||
Coverings Segment | ||||
Changes in the carrying amount of goodwill | ||||
Balance as of December 31, 2016 | 36,959 | |||
Foreign currency translation adjustment | 0 | |||
Purchase accounting adjustment | 0 | |||
Balance as of December 31, 2017 | 36,959 | 36,959 | ||
Tradenames | ||||
Indefinite-lived intangible assets: | ||||
Indefinite-lived intangible assets: | 225,600 | 225,600 | ||
Various | ||||
Finite-lived intangible assets: | ||||
Gross Amount | 34,585 | 34,585 | ||
Accumulated Amortization | (21,604) | (18,315) | ||
Net Amount | $ 12,981 | $ 16,270 | ||
Edelman Leather | Tradenames | ||||
Indefinite-lived intangible assets: | ||||
Indefinite-lived intangible assets: | $ 6,500 | $ 6,500 | ||
Total Intangible assets | ||||
Impairment of intangible assets | $ 10,700 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Accrued employee compensation | $ 41,144 | $ 46,508 |
Customer deposits | 30,484 | 31,216 |
Warranty | 9,174 | 8,906 |
Contingent consideration | 1,100 | 7,100 |
Other | 22,256 | 21,125 |
Other current liabilities | $ 104,158 | $ 114,855 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Leases [Abstract] | |||
Unamortized portion of cash abatements | $ 5,900 | $ 5,200 | |
Rent expense | 28,900 | $ 29,800 | $ 28,600 |
Future minimum rental payments required under operating leases | |||
2,018 | 26,744 | ||
2,019 | 20,849 | ||
2,020 | 16,968 | ||
2,021 | 11,959 | ||
2,022 | 10,528 | ||
Subsequent years | 26,537 | ||
Total minimum lease payments | $ 113,585 |
PENSION AND OTHER POST-EMPLOY57
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($)plan | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||||
Number of plans covering nonunion employees | plan | 1 | |||
Gain (loss) due to settlements and curtailments | $ 7,100 | |||
Pension settlement charges | $ 2,200 | |||
Pension expense | 5,500 | $ 9,800 | $ 5,600 | |
Foreign Defined Contribution Plans | ||||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||||
Pension expense | $ 1,000 | 1,000 | 1,000 | |
Equity investment funds | ||||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||||
Target plan asset allocations (percent) | 46.00% | 46.00% | ||
Fixed income funds | ||||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||||
Target plan asset allocations (percent) | 54.00% | 54.00% | ||
Union Pension Plan | ||||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||||
Discretionary contributions in current fiscal year | 9,000 | |||
Nonunion Pension Plan | ||||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||||
Discretionary contributions in current fiscal year | 43,000 | |||
Pension Benefits | ||||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||||
Number of plans | plan | 2 | |||
Net actuarial loss | $ (12,794) | (10,326) | ||
Actuarial (loss) gain | $ (1,465) | (1,465) | ||
Net periodic benefit cost | $ (5,423) | (2,758) | 11,663 | |
Other Benefits | ||||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||||
Number of plans | plan | 2 | |||
Net actuarial loss | $ 227 | (581) | ||
Actuarial (loss) gain | 71 | 71 | ||
Net periodic benefit cost | (1,309) | $ (1,172) | $ (702) | |
Estimated future employer contributions | $ 200 | $ 200 |
PENSION AND OTHER POST-EMPLOY58
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Reconciliation of Benefit Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Change in plan assets: | |||
Fair value of plan assets at beginning of the period | $ 263,027 | ||
Fair value of plan assets at the end of period | 273,895 | $ 263,027 | |
Pension Benefits | |||
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of the period | 280,193 | 273,809 | |
Service cost | 700 | 1,870 | $ 7,457 |
Interest cost | 9,455 | 9,662 | 12,350 |
Plan amendments | 0 | 0 | |
Participant contributions | 0 | 0 | |
Actuarial (gain) loss | 27,925 | 7,207 | |
Benefits paid | (19,586) | (11,943) | |
(Gain) related to settlement | (472) | 0 | |
Administrative expenses paid | (2,649) | (412) | |
Projected benefit obligation at end of the period | 295,566 | 280,193 | 273,809 |
Accumulated benefit obligation at end of the period | 295,566 | 280,193 | |
Change in plan assets: | |||
Fair value of plan assets at beginning of the period | 263,027 | 210,556 | |
Actual return on plan assets | 33,103 | 11,662 | |
Employer contributions | 0 | 53,164 | |
Participant contributions | 0 | 0 | |
Actual expenses paid | (2,649) | (412) | |
Benefits paid | (19,586) | (11,943) | |
Fair value of plan assets at the end of period | 273,895 | 263,027 | 210,556 |
Funded status | (21,671) | (17,166) | |
Other Benefits | |||
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of the period | 5,736 | 6,294 | |
Service cost | 0 | 0 | 5 |
Interest cost | 173 | 196 | 289 |
Plan amendments | (1,317) | (998) | |
Participant contributions | 206 | 206 | |
Actuarial (gain) loss | (284) | 1,076 | |
Benefits paid | (708) | (1,038) | |
(Gain) related to settlement | 0 | 0 | |
Administrative expenses paid | 0 | 0 | |
Projected benefit obligation at end of the period | 3,806 | 5,736 | 6,294 |
Accumulated benefit obligation at end of the period | 0 | 0 | |
Change in plan assets: | |||
Fair value of plan assets at beginning of the period | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Employer contributions | 502 | 832 | |
Participant contributions | 206 | 206 | |
Benefits paid | (708) | (1,038) | |
Fair value of plan assets at the end of period | 0 | 0 | $ 0 |
Funded status | $ (3,806) | $ (5,736) |
PENSION AND OTHER POST-EMPLOY59
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Assumptions Used in Computing Benefit Obligation and Benefit Cost (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pension Benefits | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Expected return on plan assets | 7.10% | 7.10% | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Expected return on plan assets | 7.10% | 7.10% | 7.10% |
Rate of compensation increase | 2.50% | ||
Pension Benefits | Minimum | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 3.70% | 4.16% | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 3.80% | 4.55% | 4.18% |
Pension Benefits | Maximum | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 3.77% | 4.25% | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 4.25% | 4.65% | 4.54% |
Other Benefits | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 4.20% | ||
Other Benefits | Minimum | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 2.48% | 2.35% | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 2.35% | 2.30% | 1.69% |
Other Benefits | Maximum | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 3.66% | 4.20% | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 4.20% | 4.51% |
PENSION AND OTHER POST-EMPLOY60
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Fair Value of Pension Plan Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | $ 273,895 | $ 263,027 |
U.S. equity securities | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | 75,944 | 103,649 |
Non-U.S. equity securities | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | 37,042 | 36,936 |
Fixed income funds and cash investment funds | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | 160,909 | 122,442 |
Level 1 | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | 123,867 | 263,027 |
Level 1 | U.S. equity securities | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | 0 | 103,649 |
Level 1 | Non-U.S. equity securities | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | 0 | 36,936 |
Level 1 | Fixed income funds and cash investment funds | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | 123,867 | 122,442 |
Level 2 | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | 150,028 | 0 |
Level 2 | U.S. equity securities | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | 75,944 | 0 |
Level 2 | Non-U.S. equity securities | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | 37,042 | 0 |
Level 2 | Fixed income funds and cash investment funds | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | 37,042 | 0 |
Level 3 | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | 0 | 0 |
Level 3 | U.S. equity securities | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | 0 | 0 |
Level 3 | Non-U.S. equity securities | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | 0 | 0 |
Level 3 | Fixed income funds and cash investment funds | ||
PENSIONS AND OTHER POSTRETIREMENT BENEFITS | ||
Fair value of pension plan investments | $ 0 | $ 0 |
PENSION AND OTHER POST-EMPLOY61
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Balance Sheet Components (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Pension Benefits | ||
Amounts recognized in the consolidated balance sheets consist of: | ||
Current liabilities | $ 0 | $ 0 |
Noncurrent liabilities | (21,671) | (17,166) |
Net amount recognized | (21,671) | (17,166) |
Amounts recognized in accumulated other comprehensive income (loss) before taxes: | ||
Net actuarial loss (gain) | 60,256 | 50,327 |
Prior service cost (credit) | 0 | 0 |
Net amount recognized | 60,256 | 50,327 |
Other Benefits | ||
Amounts recognized in the consolidated balance sheets consist of: | ||
Current liabilities | (231) | (612) |
Noncurrent liabilities | (3,575) | (5,124) |
Net amount recognized | (3,806) | (5,736) |
Amounts recognized in accumulated other comprehensive income (loss) before taxes: | ||
Net actuarial loss (gain) | 1,015 | 1,302 |
Prior service cost (credit) | (3,310) | (3,477) |
Net amount recognized | $ (2,295) | $ (2,175) |
PENSION AND OTHER POST-EMPLOY62
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Schedule of Other Changes to Benefit Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Pension Benefits | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Net actuarial loss (gain) | $ 12,794 | $ 10,326 |
Prior service (credit) | 0 | 0 |
Amortization of: | ||
Prior service credit | 0 | 0 |
Actuarial (loss) gain | (704) | (492) |
Loss recognized related to settlement | (2,162) | 0 |
Total recognized in OCI | 9,928 | 9,834 |
Expected next fiscal year | ||
Total recognized in OCI | (1,465) | |
Prior service credit | 0 | |
Actuarial (loss) gain | (1,465) | |
Other Benefits | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Net actuarial loss (gain) | (227) | 581 |
Prior service (credit) | (1,400) | (998) |
Amortization of: | ||
Prior service credit | 1,485 | 1,120 |
Actuarial (loss) gain | (3) | 248 |
Loss recognized related to settlement | 0 | 0 |
Total recognized in OCI | (145) | $ 951 |
Expected next fiscal year | ||
Total recognized in OCI | 801 | |
Prior service credit | 730 | |
Actuarial (loss) gain | $ 71 |
PENSION AND OTHER POST-EMPLOY63
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Components of Net Periodic Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pension Benefits | |||
Components of the net periodic benefit cost | |||
Service cost | $ 700 | $ 1,870 | $ 7,457 |
Interest cost | 9,455 | 9,662 | 12,350 |
Expected return on plan assets | (18,444) | (14,782) | (14,455) |
Amortization of prior service cost | 0 | 0 | 0 |
Recognized actuarial loss | 704 | 492 | 6,311 |
Settlement and curtailment related expense | 2,162 | 0 | 0 |
Net periodic benefit cost | (5,423) | (2,758) | 11,663 |
Other Benefits | |||
Components of the net periodic benefit cost | |||
Service cost | 0 | 0 | 5 |
Interest cost | 173 | 196 | 289 |
Expected return on plan assets | 0 | 0 | 0 |
Amortization of prior service cost | (1,485) | (1,120) | (852) |
Recognized actuarial loss | 3 | (248) | (144) |
Settlement and curtailment related expense | 0 | 0 | 0 |
Net periodic benefit cost | $ (1,309) | $ (1,172) | $ (702) |
PENSION AND OTHER POST-EMPLOY64
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Healthcare Rate Trends (Details) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Defined Benefit Plan, Benefit Obligation, Health Care Cost Ultimate Trend Rate | 4.50% |
Defined Benefit Plan, Net Periodic Benefit Cost, Health Care Cost Ultimate Trend Rate | 4.50% |
Defined Benefit Plan, Prescription Drug Cost Trend Rate Assumed, Next Fiscal Year | 10.10% |
Defined Benefit Plan, Benefit Obligation, Prescription Drug Cost Ultimate Trend Rate | 4.50% |
Defined Benefit Plan, Net Periodic Benefit Cost, Prescription Drug Cost Trend Rate Assumed, Next Fiscal Year | 11.10% |
Defined Benefit Plan, Net Periodic Benefit Cost, Prescription Drug Cost Ultimate Trend Rate | 4.50% |
Effect of 1% increase on accumulated postretirement benefit obligation | $ 9 |
Effect of 1% decrease in benefit obligation | 8 |
Effect of 1% increase on service and interest cost components | 1 |
Effect of 1% decrease in service and interest cost components | $ 1 |
Minimum | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Defined Benefit Plan, Benefit Obligation, Health Care Cost Trend Rate Assumed, Next Fiscal Year | 5.60% |
Defined Benefit Plan, Net Periodic Benefit Cost, Health Care Cost Trend Rate Assumed, Next Fiscal Year | 5.80% |
Maximum | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Defined Benefit Plan, Benefit Obligation, Health Care Cost Trend Rate Assumed, Next Fiscal Year | 7.20% |
Defined Benefit Plan, Net Periodic Benefit Cost, Health Care Cost Trend Rate Assumed, Next Fiscal Year | 6.20% |
PENSION AND OTHER POST-EMPLOY65
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Weighted-Average Asset Allocations (Details) - Pension Benefits | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Plan asset allocation | 100.00% | 100.00% |
Temporary investment funds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Plan asset allocation | 1.00% | 1.00% |
Equity investment funds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Plan asset allocation | 41.00% | 53.00% |
Fixed income funds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Plan asset allocation | 58.00% | 46.00% |
PENSION AND OTHER POST-EMPLOY66
PENSION AND OTHER POST-EMPLOYMENT BENEFITS - Schedule of estimated future benefit payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Pension Benefits | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,017 | $ 18,944 |
2,018 | 19,012 |
2,019 | 19,416 |
2,020 | 19,460 |
2,021 | 19,468 |
2022-2026 | 89,456 |
Other Benefits | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,017 | 231 |
2,018 | 235 |
2,019 | 234 |
2,020 | 241 |
2,021 | 240 |
2022-2026 | $ 1,243 |
FAIR VALUE OF FINANCIAL INSTR67
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 01, 2016 | Dec. 31, 2014 | |
Fair Value, Measurements, Recurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of contingent purchase price payment | $ 1,100,000 | $ 7,100,000 | $ 16,000,000 | ||
Fair Value, Measurements, Recurring | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of contingent purchase price payment | 1,100,000 | 7,100,000 | |||
Holly Hunt | Fair Value, Measurements, Recurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of contingent purchase price payment | 0 | 6,000,000 | |||
Holly Hunt | Fair Value, Measurements, Recurring | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of contingent purchase price payment | 0 | $ 6,000,000 | 6,000,000 | ||
DatesWeiser | Fair Value, Measurements, Recurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of contingent purchase price payment | 1,100,000 | 1,100,000 | $ 4,000,000 | ||
DatesWeiser | Fair Value, Measurements, Recurring | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of contingent purchase price payment | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 | ||
Maximum | DatesWeiser | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Discount rate used in fair value estimation | 10.00% | ||||
Maximum amount of possible future contingent payments under the agreement | $ 3,000,000 |
INDEBTEDNESS (Details)
INDEBTEDNESS (Details) - USD ($) | May 20, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Long-term debt | ||||
Total long-term debt | $ 192,000,000 | $ 220,000,000 | ||
Less: Current maturities of long-term debt | 10,000,000 | 10,000,000 | ||
Less: Deferred financing fees, net | 952,000 | 1,617,000 | ||
Long-term debt | $ 181,048,000 | $ 208,383,000 | ||
Interest rate | 2.40% | 2.00% | ||
Amortization expense related to the deferred financing fees | $ 700,000 | $ 700,000 | $ 700,000 | |
Eurocurrency | ||||
Long-term debt | ||||
Basis spread on variable rate (as a percent) | 1.00% | |||
Credit agreement | ||||
Long-term debt | ||||
Capacity | $ 500,000,000 | |||
Credit agreement | Term Loan | ||||
Long-term debt | ||||
Borrowing capacity available increase | 200,000,000 | |||
Quarterly payment | 2,500,000 | |||
Credit agreement | Revolving Credit Facility | ||||
Long-term debt | ||||
Capacity | 300,000,000 | |||
Borrowed | 27,000,000 | 45,000,000 | ||
Letter of Credit | 5,367,000 | 5,766,000 | ||
Unused capacity | 267,633,000 | 249,234,000 | ||
Borrowing capacity available increase | $ 300,000,000 | |||
Balance of revolving credit facility | ||||
Long-term debt | ||||
Total long-term debt | 27,000,000 | 45,000,000 | ||
Balance of revolving credit facility | Federal funds rate | ||||
Long-term debt | ||||
Basis spread on variable rate (as a percent) | 0.50% | |||
Term Loan | ||||
Long-term debt | ||||
Total long-term debt | $ 165,000,000 | $ 175,000,000 |
COMMITMENTS AND CONTINGENCIES69
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)employee | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Concentration Risk [Line Items] | |||
Total number of employees | employee | 3,402 | ||
Changes in warranty reserve | |||
Balance, beginning of the year | $ 8,906 | $ 8,513 | $ 8,180 |
Provision for warranty claims | 7,099 | 6,792 | 7,249 |
Warranty claims paid | (6,735) | (6,272) | (6,801) |
Foreign currency translation adjustment | (96) | (127) | (115) |
Balance, end of the year | $ 9,174 | $ 8,906 | $ 8,513 |
Carpenters Union Local 1615 | |||
Concentration Risk [Line Items] | |||
Total number of hourly employees covered in an agreement | employee | 203 | ||
Percent of employee covered in agreement | 6.00% | ||
Italy Unions | |||
Concentration Risk [Line Items] | |||
Total number of employees | employee | 104 | ||
Unionized Employees Concentration Risk | Workforce Subject to Collective Bargaining Arrangements | |||
Concentration Risk [Line Items] | |||
Percentage of employees represented by unions | 9.00% |
STOCK PLANS - Shares Authorized
STOCK PLANS - Shares Authorized Under Incentive Plans (Details) | Dec. 31, 2017shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for issuance | 1,036,950 |
2010 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized (in shares) | 2,000,000 |
Shares available for issuance | 29,157 |
2013 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized (in shares) | 2,000,000 |
Shares available for issuance | 1,007,793 |
STOCK PLANS - Narrative (Detail
STOCK PLANS - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($)planshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of stock incentive plans | plan | 3 | ||
Shares available for issuance | shares | 1,036,950 | ||
Stock-based compensation, pre-tax | $ 9.6 | $ 10.5 | $ 8.3 |
Stock-based compensation, after-tax | 6.1 | 6.8 | 5.3 |
Compensation cost related to nonvested awards not yet recognized | $ 12.2 | ||
Weighted average remaining period over which cost to be recognized | 1 year 6 months 18 days | ||
Restricted Stock And Restricted Stock Units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award restriction period | 3 years | ||
Restricted Stock And Restricted Stock Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award restriction period | 4 years | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of options vested (less than) | $ 0.1 | $ 0.1 | $ 0.1 |
STOCK PLANS - Restricted Stock
STOCK PLANS - Restricted Stock and Restricted Stock Unit Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Stock and Restricted Stock Units | |||
Outstanding at beginning of year (in shares) | 993,962 | ||
Outstanding at end of year (in shares) | 841,610 | 993,962 | |
Restricted Stock And Restricted Stock Units | |||
Restricted Stock and Restricted Stock Units | |||
Granted (in shares) | 548,301 | 586,141 | 314,360 |
Restricted Stock And Restricted Stock Units | Cliff - Subject to service conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting Period | 3 years | 3 years | |
Restricted Stock and Restricted Stock Units | |||
Granted (in shares) | 277,250 | 283,000 | 146,000 |
Weighted-Average Fair Value | |||
Granted (in dollars per share) | $ 22.80 | $ 18.69 | $ 21.64 |
Restricted Stock And Restricted Stock Units | Graded - Subject to service conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting Period | 3 years | 3 years | 3 years |
Restricted Stock and Restricted Stock Units | |||
Granted (in shares) | 24,488 | 30,632 | 22,360 |
Weighted-Average Fair Value | |||
Granted (in dollars per share) | $ 22.87 | $ 18.28 | $ 21.31 |
Restricted Stock And Restricted Stock Units | Cliff - Subject to service and performance conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting Period | 3 years | 3 years | 3 years |
Restricted Stock and Restricted Stock Units | |||
Granted (in shares) | 147,938 | 163,509 | 73,000 |
Weighted-Average Fair Value | |||
Granted (in dollars per share) | $ 22.77 | $ 18.81 | $ 21.64 |
Restricted Stock And Restricted Stock Units | Cliff - Subject to service and market conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting Period | 3 years | 3 years | 3 years |
Restricted Stock and Restricted Stock Units | |||
Granted (in shares) | 98,625 | 109,000 | 73,000 |
Weighted-Average Fair Value | |||
Granted (in dollars per share) | $ 15.86 | $ 12.65 | $ 14.62 |
Restricted Stock | |||
Restricted Stock and Restricted Stock Units | |||
Outstanding at beginning of year (in shares) | 993,962 | ||
Granted (in shares) | 301,738 | ||
Forfeited (in shares) | (61,480) | ||
Vested (in shares) | (392,610) | ||
Outstanding at end of year (in shares) | 841,610 | 993,962 | |
Weighted-Average Fair Value | |||
Outstanding at beginning of year (in dollars per share) | $ 18 | ||
Granted (in dollars per share) | 22.80 | ||
Forfeited (in dollars per share) | 20.88 | ||
Vested (in dollars per share) | 16.07 | ||
Outstanding at end of year (in dollars per share) | $ 20.41 | $ 18 | |
Restricted Stock Units | |||
Restricted Stock and Restricted Stock Units | |||
Outstanding at beginning of year (in shares) | 30,000 | 45,000 | 80,000 |
Vested (in shares) | (15,000) | (15,000) | (35,000) |
Outstanding at end of year (in shares) | 15,000 | 30,000 | 45,000 |
Weighted-Average Fair Value | |||
Outstanding at beginning of year (in dollars per share) | $ 14.04 | $ 14.04 | $ 14.04 |
Vested (in dollars per share) | 14.04 | 14.04 | 14.04 |
Outstanding at end of year (in dollars per share) | $ 14.04 | $ 14.04 | $ 14.04 |
Restricted Stock Units, Performance Based | |||
Restricted Stock and Restricted Stock Units | |||
Outstanding at beginning of year (in shares) | 535,105 | 380,458 | 323,083 |
Granted (in shares) | 147,938 | 163,509 | 73,000 |
Forfeited (in shares) | (39,347) | (8,862) | (15,625) |
Vested (in shares) | (316,210) | ||
Outstanding at end of year (in shares) | 327,486 | 535,105 | 380,458 |
Weighted-Average Fair Value | |||
Outstanding at beginning of year (in dollars per share) | $ 18.45 | $ 18.28 | $ 17.36 |
Granted (in dollars per share) | 22.77 | 18.81 | 21.64 |
Forfeited (in dollars per share) | 21.03 | 17.93 | 15.92 |
Vested (in dollars per share) | 17.70 | ||
Outstanding at end of year (in dollars per share) | $ 20.44 | $ 18.45 | $ 18.28 |
Restricted Stock Units, Market Based | |||
Restricted Stock and Restricted Stock Units | |||
Outstanding at beginning of year (in shares) | 262,609 | 160,812 | 103,437 |
Granted (in shares) | 98,625 | 109,000 | 73,000 |
Forfeited (in shares) | (28,657) | (7,203) | (15,625) |
Vested (in shares) | (95,869) | ||
Outstanding at end of year (in shares) | 236,708 | 262,609 | 160,812 |
Weighted-Average Fair Value | |||
Outstanding at beginning of year (in dollars per share) | $ 11.96 | $ 10.12 | $ 8.18 |
Granted (in dollars per share) | 15.86 | 13.02 | 12.14 |
Forfeited (in dollars per share) | 13.83 | 11.42 | 8.93 |
Vested (in dollars per share) | 8.97 | ||
Outstanding at end of year (in dollars per share) | $ 14.40 | $ 11.96 | $ 10.12 |
Minimum [Member] | Restricted Stock And Restricted Stock Units | Cliff - Subject to service conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting Period | 3 years | ||
Maximum | Restricted Stock And Restricted Stock Units | Cliff - Subject to service conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting Period | 4 years |
STOCK PLANS - Stock Option Acti
STOCK PLANS - Stock Option Activity (Details) - Stock options - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Options | ||||
Outstanding at beginning of year (in shares) | 67,500 | 270,000 | 647,671 | |
Exercised (in shares) | (22,500) | (202,500) | (377,671) | |
Expired (in shares) | (45,000) | |||
Outstanding at end of year (in shares) | 0 | 67,500 | 270,000 | 647,671 |
Exercisable at end of year (in shares) | 0 | |||
Weighted-Average Exercise Price | ||||
Outstanding at beginning of year (in dollars per share) | $ 22.64 | $ 15.93 | $ 15.37 | |
Exercised (in dollars per share) | 20.97 | 13.69 | 14.98 | |
Expired (in dollars per share) | 23.47 | |||
Outstanding at end of year (in dollars per share) | 0 | $ 22.64 | $ 15.93 | $ 15.37 |
Exercisable at end of year (in dollars per share) | $ 0 | |||
Weighted- Average Remaining Contractual Life (years) | ||||
Outstanding at end of year | 8 months 5 days | 1 year 5 months 9 days | 2 years 1 month 28 days | |
Exercisable at end of year | ||||
Aggregate Intrinsic Value | ||||
Outstanding at beginning of year | $ 357,225 | $ 1,203,600 | $ 4,016,809 | |
Exercised | 147,760 | 1,597,398 | 2,496,218 | |
Outstanding at end of year | 0 | $ 357,225 | $ 1,203,600 | $ 4,016,809 |
Exercisable at end of year | $ 0 |
STOCK PLANS - Non-vested Option
STOCK PLANS - Non-vested Options (Details) - Stock options shares in Thousands | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Number of Options | |
Nonvested at beginning of year (in shares) | shares | 4 |
Vested (in shares) | shares | (4) |
Nonvested at end of year (in shares) | shares | 0 |
Weighted- Average Grant-Date Fair Value | |
Nonvested at beginning of year (in dollars per share) | $ / shares | $ 6.26 |
Vested (in dollars per share) | $ / shares | 6.26 |
Nonvested at end of year (in dollars per share) | $ / shares | $ 0 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Equity [Abstract] | |||
Preferred stock authorized for issuance (in shares) | 10,000,000 | ||
Par value of preferred stock authorized for issuance (in dollars per share) | $ 1 | ||
Preferred stock outstanding (in shares) | 0 | 0 | 0 |
Treasury shares (in shares) | 16,120,462 | 15,645,358 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Increase (Decrease) in Stockholders' Equity | |||
Shares outstanding | 48,102,328 | 47,828,079 | 47,487,510 |
Purchase of common stock | (17,445) | (123,577) | (260,088) |
Shares issued under stock incentive plan, net of awards surrender to pay applicable taxes | 385,037 | 192,050 | 218,458 |
Exercise of stock options | 22,500 | 202,500 | 377,671 |
Shares issued to Board of Directors in lieu of cash | 5,522 | 3,276 | 4,528 |
Shares outstanding | 48,497,942 | 48,102,328 | 47,828,079 |
STOCKHOLDERS' EQUITY - Accumula
STOCKHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Changes in accumulated other comprehensive income (loss), net of tax | |||
Beginning Balance | $ (43,403) | $ (37,318) | $ (32,682) |
Before-Tax Amount | (4,915) | (10,297) | 3,147 |
Tax Benefit (Expense) | 4,544 | 4,212 | (7,783) |
Total other comprehensive (loss), net of tax | (371) | (6,085) | (4,636) |
Ending Balance | (43,774) | (43,403) | (37,318) |
Pension and other post-employment liability adjustment | |||
Changes in accumulated other comprehensive income (loss), net of tax | |||
Beginning Balance | (29,405) | (22,832) | (34,777) |
Before-Tax Amount | (9,783) | (10,785) | 19,728 |
Tax Benefit (Expense) | 4,544 | 4,212 | (7,783) |
Total other comprehensive (loss), net of tax | (5,239) | (6,573) | 11,945 |
Ending Balance | (34,644) | (29,405) | (22,832) |
Foreign currency translation adjustment | |||
Changes in accumulated other comprehensive income (loss), net of tax | |||
Beginning Balance | (13,998) | (14,486) | 2,095 |
Before-Tax Amount | 4,868 | 488 | (16,581) |
Tax Benefit (Expense) | 0 | 0 | 0 |
Total other comprehensive (loss), net of tax | 4,868 | 488 | (16,581) |
Ending Balance | $ (9,130) | $ (13,998) | $ (14,486) |
STOCKHOLDERS' EQUITY - AOCI Rec
STOCKHOLDERS' EQUITY - AOCI Reclassifications (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Amortization of pension and other post-retirement liability adjustments | |||
Tax (benefit) expense | $ (1,600) | $ 45,424 | $ 37,471 |
Net of tax | 80,192 | 82,114 | 65,948 |
Amounts reclassified from accumulated other comprehensive income (loss) | |||
Amortization of pension and other post-retirement liability adjustments | |||
Prior service credits | 1,485 | 1,120 | 852 |
Actuarial losses | (707) | (244) | (6,167) |
Loss recognized during settlement | (2,162) | 0 | 0 |
Total before tax | (1,384) | 876 | (5,315) |
Tax (benefit) expense | (548) | 312 | (1,929) |
Net of tax | $ (836) | $ 564 | $ (3,386) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||||||||||
Net earnings attributable to Knoll, Inc. stockholders | $ 32,693 | $ 19,132 | $ 12,934 | $ 15,404 | $ 21,442 | $ 21,607 | $ 21,635 | $ 17,400 | $ 80,163 | $ 82,084 | $ 65,963 |
Denominator for basic earnings per share - weighted-average shares (in shares) | 48,422,558 | 48,093,294 | 47,746,707 | ||||||||
Potentially dilutive shares resulting from stock plans (in shares) | 737,000 | 826,000 | 691,000 | ||||||||
Denominator for diluted earnings per share - weighted-average shares (in shares) | 49,160,492 | 48,919,108 | 48,438,231 | ||||||||
Antidilutive equity awards not included in weighted-average common shares—diluted (in shares) | 0 | 0 | 4,000 | ||||||||
Basic (in dollars per share) | $ 0.67 | $ 0.39 | $ 0.27 | $ 0.32 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.36 | $ 1.66 | $ 1.71 | $ 1.38 |
Diluted (in dollars per share) | $ 0.67 | $ 0.39 | $ 0.26 | $ 0.31 | $ 0.44 | $ 0.44 | $ 0.44 | $ 0.36 | $ 1.63 | $ 1.68 | $ 1.36 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income before income tax expense | |||
U.S. operations | $ 62,609 | $ 107,803 | $ 77,996 |
Foreign operations | 15,983 | 19,735 | 25,423 |
Income before income tax expense | 78,592 | 127,538 | 103,419 |
Current: | |||
Federal | 11,712 | 11,980 | 24,988 |
State | 2,404 | 2,840 | 6,101 |
Foreign | 3,918 | 4,588 | 6,224 |
Total current | 18,034 | 19,408 | 37,313 |
Deferred: | |||
Federal | (20,595) | 23,814 | (1,098) |
State | 2,541 | 2,347 | 505 |
Foreign | (1,580) | (145) | 751 |
Total deferred | (19,634) | 26,016 | 158 |
Income tax (benefit) expense | (1,600) | 45,424 | $ 37,471 |
Deferred tax assets | |||
Accounts receivable, principally due to allowance for doubtful accounts | 858 | 2,985 | |
Inventories | 5,939 | 8,294 | |
Net operating loss carryforwards | 7,460 | 6,664 | |
Accrued pension | 5,591 | 7,637 | |
Stock-based compensation | 2,972 | 6,493 | |
Compensation-related accruals | 3,063 | 4,928 | |
Warranty | 1,779 | 3,222 | |
Obligation for post-employment benefits other than pension | 1,312 | 2,267 | |
Accrued liabilities and other items | 3,886 | 8,537 | |
Gross deferred tax assets | 32,860 | 51,027 | |
Valuation allowance | (4,789) | (6,161) | |
Net deferred tax assets | 28,071 | 44,866 | |
Deferred tax liabilities: | |||
Intangibles | (58,701) | (86,961) | |
Plant and equipment | (24,041) | (34,759) | |
Gross deferred tax liabilities | (82,742) | (121,720) | |
Net deferred tax liabilities | $ (54,671) | $ (76,854) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating loss carryforwards | ||||
Income taxes paid, net of refunds received | $ 22,400,000 | $ 27,400,000 | $ 40,800,000 | |
Estimated benefit from valuation allowance release | $ 28,300,000 | |||
Reconciliation of statutory federal income tax rate to the effective income tax rate | ||||
Federal statutory tax rate | 35.00% | 35.00% | 35.00% | |
Increase (decrease) in the tax rate resulting from: | ||||
State taxes, net of federal effect | 5.20% | 3.30% | 4.40% | |
Effect of tax rates of other countries | (1.80%) | (1.40%) | (2.40%) | |
Section 199 deduction | (0.70%) | (0.80%) | (0.90%) | |
Change in contingency reserve | 0.00% | (0.20%) | (0.20%) | |
Limitation on deduction of officer’s compensation | 1.30% | 0.60% | 0.50% | |
Tax Act | (33.90%) | 0.00% | 0.00% | |
Valuation Allowance Release | (3.30%) | 0.00% | 0.00% | |
Other | (3.80%) | (0.90%) | (0.20%) | |
Effective tax rate | (2.00%) | 35.60% | 36.20% | |
Estimated benefit as a result of the new legislation | 26,600,000 | |||
One-time repatriation tax on accumulated foreign earnings | 150,000 | |||
Deferred tax liability for the withholding tax on distribution of accumulated foreign earnings | 1,540,000 | $ 1,540,000 | ||
Activity related to unrecognized tax benefits | ||||
Balance, beginning of the year | 875,000 | $ 4,407,000 | $ 4,922,000 | |
Additions for tax position related to the current year | 125,000 | 125,000 | 125,000 | |
Additions for tax position related to the prior year | 0 | 56,000 | 134,000 | |
Decreases for tax position related to the prior year | 0 | (250,000) | (774,000) | |
Prior year reductions: | ||||
Lapse of statute of limitations | (125,000) | (125,000) | 0 | |
Settlements | 0 | (3,338,000) | 0 | |
Balance, end of the year | 875,000 | 875,000 | 875,000 | 4,407,000 |
Interest and penalties | 0 | $ 100,000 | $ 100,000 | |
Accruals for payments of interest and penalties | 0 | 0 | ||
Foreign | ||||
Operating loss carryforwards | ||||
Net operating loss carryforwards | $ 30,000,000 | 30,000,000 | ||
Estimated benefit from valuation allowance release | $ 2,600,000 |
OTHER EXPENSE (INCOME), NET (De
OTHER EXPENSE (INCOME), NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |||
Foreign exchange losses (gains) | $ 1,781 | $ 3,725 | $ (9,130) |
Other, net | 113 | (360) | (44) |
Other expense (income), net | $ 1,894 | $ 3,365 | $ (9,174) |
QUARTERLY RESULTS (UNAUDITED)83
QUARTERLY RESULTS (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Sales | $ 316,122 | $ 291,256 | $ 268,694 | $ 256,820 | $ 292,866 | $ 292,097 | $ 294,700 | $ 284,629 | $ 1,132,892 | $ 1,164,292 | $ 1,104,442 | ||
Gross profit | 112,337 | 106,610 | 99,958 | 95,674 | 111,347 | 112,801 | 114,064 | 107,764 | 414,579 | 445,976 | 412,132 | ||
Net earnings | 32,679 | 19,161 | 12,956 | 15,396 | 21,444 | 21,618 | 21,641 | 17,411 | 80,192 | 82,114 | 65,948 | ||
Net earnings attributable to Knoll, Inc. stockholders | $ 32,693 | $ 19,132 | $ 12,934 | $ 15,404 | $ 21,442 | $ 21,607 | $ 21,635 | $ 17,400 | $ 80,163 | $ 82,084 | $ 65,963 | ||
Earnings per share—Basic (in dollars per share) | $ 0.67 | $ 0.39 | $ 0.27 | $ 0.32 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.36 | $ 1.66 | $ 1.71 | $ 1.38 | ||
Earnings per share—Diluted (in dollars per share) | $ 0.67 | $ 0.39 | $ 0.26 | $ 0.31 | $ 0.44 | $ 0.44 | $ 0.44 | $ 0.36 | $ 1.63 | $ 1.68 | $ 1.36 | ||
Pension settlement charges | $ 2,200 | ||||||||||||
Write-off of property, plant, and equipment | $ 16,300 | $ 16,306 | $ 0 | $ 0 | |||||||||
Restructuring charges | $ 2,200 |
SEGMENT AND GEOGRAPHIC REGION84
SEGMENT AND GEOGRAPHIC REGION INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Financial information of segments | |||||||||||||
SALES | $ 316,122 | $ 291,256 | $ 268,694 | $ 256,820 | $ 292,866 | $ 292,097 | $ 294,700 | $ 284,629 | $ 1,132,892 | $ 1,164,292 | $ 1,104,442 | ||
OPERATING PROFIT | 87,969 | 136,308 | 101,110 | ||||||||||
Write-off of property, plant, and equipment | $ 16,300 | 16,306 | 0 | 0 | |||||||||
Pension settlement charges | $ 2,200 | ||||||||||||
Restructuring charges | $ 2,200 | ||||||||||||
Operating Segments | |||||||||||||
Financial information of segments | |||||||||||||
SALES | 1,132,892 | 1,164,292 | 1,104,442 | ||||||||||
INTERSEGMENT SALES | 12,272 | 16,015 | 16,182 | ||||||||||
DEPRECIATION AND AMORTIZATION | 26,703 | 23,025 | 21,279 | ||||||||||
CAPITAL EXPENDITURES | 39,677 | 42,695 | 31,947 | ||||||||||
Corporate | |||||||||||||
Financial information of segments | |||||||||||||
SALES | 0 | 0 | 0 | ||||||||||
INTERSEGMENT SALES | 0 | 0 | 0 | ||||||||||
DEPRECIATION AND AMORTIZATION | 0 | 0 | 0 | ||||||||||
OPERATING PROFIT | (13,684) | (16,929) | (19,938) | ||||||||||
CAPITAL EXPENDITURES | 0 | 0 | 0 | ||||||||||
Office | |||||||||||||
Financial information of segments | |||||||||||||
Write-off of property, plant, and equipment | 16,300 | ||||||||||||
Pension settlement charges | 2,200 | ||||||||||||
Restructuring charges | 2,200 | ||||||||||||
Office | Operating Segments | |||||||||||||
Financial information of segments | |||||||||||||
SALES | 682,936 | 731,327 | 686,943 | ||||||||||
INTERSEGMENT SALES | 1,331 | 1,877 | 1,640 | ||||||||||
DEPRECIATION AND AMORTIZATION | 19,177 | 16,284 | 14,945 | ||||||||||
OPERATING PROFIT | 25,894 | 73,871 | 55,823 | ||||||||||
CAPITAL EXPENDITURES | 32,413 | 35,072 | 27,058 | ||||||||||
Studio | Operating Segments | |||||||||||||
Financial information of segments | |||||||||||||
SALES | 340,995 | 323,431 | 303,838 | ||||||||||
INTERSEGMENT SALES | 5,572 | 5,788 | 6,184 | ||||||||||
DEPRECIATION AND AMORTIZATION | 6,776 | 5,936 | 5,565 | ||||||||||
OPERATING PROFIT | 51,136 | 53,413 | 47,952 | ||||||||||
CAPITAL EXPENDITURES | 7,061 | 6,819 | 4,241 | ||||||||||
Coverings | Operating Segments | |||||||||||||
Financial information of segments | |||||||||||||
SALES | 108,961 | 109,534 | 113,661 | ||||||||||
INTERSEGMENT SALES | 5,369 | 8,350 | 8,358 | ||||||||||
DEPRECIATION AND AMORTIZATION | 750 | 805 | 769 | ||||||||||
OPERATING PROFIT | 24,623 | 25,953 | 17,273 | ||||||||||
CAPITAL EXPENDITURES | $ 203 | $ 804 | $ 648 |
SEGMENT AND GEOGRAPHIC REGION85
SEGMENT AND GEOGRAPHIC REGION INFORMATION (Details 2) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting [Abstract] | |||||||||||
Number of reportable segments | segment | 3 | ||||||||||
Net sales by product category | |||||||||||
Net sales | $ 316,122 | $ 291,256 | $ 268,694 | $ 256,820 | $ 292,866 | $ 292,097 | $ 294,700 | $ 284,629 | $ 1,132,892 | $ 1,164,292 | $ 1,104,442 |
Office Systems | |||||||||||
Net sales by product category | |||||||||||
Net sales | 390,396 | 461,743 | 432,655 | ||||||||
Seating | |||||||||||
Net sales by product category | |||||||||||
Net sales | 109,051 | 114,135 | 117,799 | ||||||||
Files and Storage | |||||||||||
Net sales by product category | |||||||||||
Net sales | 90,328 | 85,696 | 86,099 | ||||||||
Studio | |||||||||||
Net sales by product category | |||||||||||
Net sales | 340,995 | 323,431 | 303,838 | ||||||||
Coverings | |||||||||||
Net sales by product category | |||||||||||
Net sales | 108,961 | 109,534 | 113,661 | ||||||||
Other | |||||||||||
Net sales by product category | |||||||||||
Net sales | $ 93,161 | $ 69,753 | $ 50,390 |
SEGMENT AND GEOGRAPHIC REGION86
SEGMENT AND GEOGRAPHIC REGION INFORMATION (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Sales to clients attributed to the geographic areas based on the origin of sale | |||||||||||
Sales | $ 316,122 | $ 291,256 | $ 268,694 | $ 256,820 | $ 292,866 | $ 292,097 | $ 294,700 | $ 284,629 | $ 1,132,892 | $ 1,164,292 | $ 1,104,442 |
Property, plant, and equipment, net | 197,084 | 172,142 | 200,630 | 197,084 | 172,142 | ||||||
United States | |||||||||||
Sales to clients attributed to the geographic areas based on the origin of sale | |||||||||||
Sales | 977,669 | 1,031,920 | 979,221 | ||||||||
Property, plant, and equipment, net | 157,856 | 137,863 | 157,805 | 157,856 | 137,863 | ||||||
Canada | |||||||||||
Sales to clients attributed to the geographic areas based on the origin of sale | |||||||||||
Sales | 52,894 | 36,813 | 36,163 | ||||||||
Property, plant, and equipment, net | 26,452 | 20,919 | 29,307 | 26,452 | 20,919 | ||||||
Europe | |||||||||||
Sales to clients attributed to the geographic areas based on the origin of sale | |||||||||||
Sales | 100,233 | 93,420 | 89,058 | ||||||||
Property, plant, and equipment, net | 12,776 | 13,360 | 13,518 | 12,776 | 13,360 | ||||||
Mexico | |||||||||||
Sales to clients attributed to the geographic areas based on the origin of sale | |||||||||||
Sales | 2,096 | 2,139 | 0 | ||||||||
Property, plant, and equipment, net | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) € in Millions | Jan. 25, 2018USD ($) | Jan. 22, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 31, 2018USD ($) | Jan. 22, 2018EUR (€) |
Muuto Acquisition | |||||
Subsequent Event [Line Items] | |||||
Accounting and legal fees | $ 439,000 | ||||
Other | 104,000 | ||||
Total | $ 543,000 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Available increase, percent of EBITDA | 90.00% | 90.00% | |||
Subsequent Event | Muuto Acquisition | |||||
Subsequent Event [Line Items] | |||||
Percentage of voting interests acquired | 100.00% | ||||
Aggregate purchase price | $ 300,000,000 | ||||
Subsequent Event | Amended Credit Agreement | |||||
Subsequent Event [Line Items] | |||||
Borrowing capacity | $ 750,000,000 | ||||
Term | 5 years | ||||
Borrowing capacity available increase | $ 250,000,000 | ||||
Subsequent Event | Revolving Credit Facility | Amended Credit Agreement | |||||
Subsequent Event [Line Items] | |||||
Borrowing capacity | 400,000,000 | ||||
Subsequent Event | Term Loan | Amended Credit Agreement | |||||
Subsequent Event [Line Items] | |||||
Debt face amount | $ 250,000,000 | ||||
Quarterly payments, percent of annum | 5.00% | ||||
Subsequent Event | Multicurrency Term Loan | Amended Credit Agreement | |||||
Subsequent Event [Line Items] | |||||
Debt face amount | € | € 81.7 | ||||
Subsequent Event | Federal Funds Rate | Amended Credit Agreement | |||||
Subsequent Event [Line Items] | |||||
Basis spread on variable rate (as a percent) | 0.50% | ||||
Subsequent Event | Eurocurrency Rate | Amended Credit Agreement | |||||
Subsequent Event [Line Items] | |||||
Basis spread on variable rate (as a percent) | 1.00% | ||||
Interest Rate Swap | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Derivative, notional amount | $ 300,000,000 | ||||
Interest Rate Swap | Subsequent Event | LIBOR | |||||
Subsequent Event [Line Items] | |||||
Derivative, fixed interest rate | 2.63% |
SCHEDULE II VALUATION AND QUA88
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Allowance for doubtful accounts | ||||
Movement in valuation and qualifying accounts | ||||
Balance at Beginning of Year | $ 8,059 | $ 7,919 | $ 7,197 | |
Additions Charged to Expenses (Income) | (2,203) | 6,653 | 1,401 | |
Charge-Offs | (1,839) | (6,514) | (600) | |
Other | [1] | 22 | 1 | (79) |
Balance at End of Year | 4,039 | 8,059 | 7,919 | |
Valuation allowance for deferred income tax assets | ||||
Movement in valuation and qualifying accounts | ||||
Balance at Beginning of Year | 6,161 | 6,317 | 7,901 | |
Additions Charged to Expenses (Income) | (2,578) | 451 | (841) | |
Charge-Offs | 0 | 0 | 0 | |
Other | [1] | 1,206 | (607) | (743) |
Balance at End of Year | $ 4,789 | $ 6,161 | $ 6,317 | |
[1] | Primarily the impact of currency changes |