Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 14, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'EVRY | ' |
Entity Registrant Name | 'EveryWare Global, Inc. | ' |
Entity Central Index Key | '0001532543 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares, Outstanding | ' | 22,120,023 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Net sales | $93,246 | $97,731 |
License fees | 1,596 | 1,609 |
Total revenues | 94,842 | 99,340 |
Cost of sales | 80,984 | 73,505 |
Gross margin | 13,858 | 25,835 |
Selling, distribution and administrative expense | 25,346 | 20,528 |
Restructuring expense | 96 | 0 |
Long-lived asset impairment | 572 | 0 |
(Loss) income from operations | -12,156 | 5,307 |
Other (income) expense, net | -15 | 69 |
Interest expense | 5,561 | 4,139 |
(Loss) income before income taxes | -17,702 | 1,099 |
Income tax expense | 20,674 | 902 |
Net (loss) earnings | -38,376 | 197 |
Less: Non-controlling interest in subsidiary’s loss | -37 | 0 |
Net (loss) earnings attributable to common stockholders | ($38,339) | $197 |
(Loss) earnings per share: | ' | ' |
Basic (in usd per share) | ($1.87) | $0.02 |
Diluted (in usd per share) | ($1.87) | $0.02 |
Weighted average shares outstanding: | ' | ' |
Basic (in shares) | 20,548 | 12,190 |
Diluted (in shares) | 20,548 | 12,190 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
Net (loss) earnings | ($38,376) | $197 |
Other comprehensive income (loss): | ' | ' |
Foreign currency translation adjustments | -56 | -379 |
Pension and other post-retirement benefit plans | 0 | 0 |
Natural gas hedge adjustments | 31 | 990 |
Other comprehensive income (loss) | -25 | 611 |
Comprehensive (loss) income | -38,401 | 808 |
Less: Comprehensive loss attributed to noncontrolling interests | -37 | 0 |
Comprehensive (loss) income attributable to common stockholders | ($38,364) | $808 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $2,411 | $3,240 |
Trade accounts receivable, net of allowances of $5,027 and $4,399, respectively | 45,842 | 55,402 |
Other accounts and notes receivable | 7,156 | 5,396 |
Inventories | 124,939 | 126,473 |
Assets held for sale | 2,000 | 2,000 |
Income taxes receivable | 561 | 563 |
Deferred income tax asset | 0 | 5,622 |
Other current assets | 13,735 | 6,127 |
Total current assets | 196,644 | 204,823 |
Property, plant and equipment, net of accumulated depreciation of $43,381 and $40,023, respectively | 53,439 | 54,906 |
Goodwill | 8,559 | 8,559 |
Intangible assets, net | 47,872 | 48,913 |
Deferred income tax asset | 0 | 14,717 |
Other assets | 614 | 8,248 |
Total assets | 307,128 | 340,166 |
Current liabilities: | ' | ' |
Short-term debt | 6,958 | 7,802 |
Accounts payable | 45,878 | 56,618 |
Accrued liabilities | 26,843 | 28,043 |
Income taxes payable | 61 | 155 |
Accrued pension | 2,001 | 2,001 |
Long-term debt classified as current | 284,124 | 2,972 |
Other current liabilities | 0 | 104 |
Total current liabilities | 365,865 | 97,695 |
Revolver | 0 | 15,635 |
Long-term debt | 0 | 246,849 |
Pension and other post-retirement benefits | 2,534 | 2,746 |
Income taxes payable | 454 | 454 |
Deferred income taxes | 10,157 | 9,819 |
Deferred gain on sale / leaseback | 15,216 | 15,496 |
Other liabilities | 12,783 | 12,880 |
Total liabilities | 407,009 | 401,574 |
Stockholders’ equity: | ' | ' |
Preferred stock $.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding, respectfully | 0 | 0 |
Common stock $.0001 par value; 100,000,000 shares authorized; 20,551,626 and 20,540,193 issued and outstanding, respectfully | 2 | 2 |
Additional paid-in capital | 581 | 641 |
Retained deficit | -102,112 | -63,761 |
Accumulated other comprehensive income | 1,702 | 1,727 |
Total EveryWare stockholders’ deficit | -99,827 | -61,391 |
Non-controlling interest | -54 | -17 |
Total stockholders’ deficit | -99,881 | -61,408 |
Total liabilities and stockholders’ deficit | $307,128 | $340,166 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts | $5,027 | $4,399 |
Accumulated depreciation | $43,381 | $40,023 |
Preferred stock, par value (in usd per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $0.00 | $0.00 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued | 20,551,626 | 20,540,193 |
Common stock, outstanding | 20,551,626 | 20,540,193 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Cash Flows [Abstract] | ' | ' |
Net (loss) earnings | ($38,376) | $197 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ' | ' |
Share-based compensation expense | -60 | 39 |
Depreciation and amortization | 4,412 | 3,889 |
Amortization of deferred gain on sale-leaseback | -280 | -280 |
Noncash amortization of debt financing costs | 378 | 474 |
Allowance for doubtful accounts | 53 | -35 |
Allowance for inventory valuation | -992 | -412 |
Pension and other post-retirement plan contributions | -53 | -49 |
Deferred income tax expense | 20,683 | 1,282 |
Long-lived asset impairment | 572 | 0 |
Changes in other operating items: | ' | ' |
Accounts receivable | 7,732 | -3,437 |
Inventories | 2,518 | -9,523 |
Other Assets | -573 | -263 |
Accounts payable | -10,750 | -1,896 |
Accrued liabilities | -1,329 | -2,373 |
Other liabilities | -314 | -601 |
Net cash used in operating activities | -16,379 | -12,988 |
CASH FLOW FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property, plant and equipment | -2,465 | -2,478 |
Other investing activities, net | 0 | -92 |
Net cash used in investing activities | -2,465 | -2,570 |
CASH FLOW FROM FINANCING ACTIVITIES: | ' | ' |
Net proceeds from (repayments of) short term debt | -892 | 236 |
Net proceeds from borrowings under revolving credit facility | 19,659 | 24,709 |
Net repayments of long term debt | -926 | -10,818 |
Net cash provided by financing activities | 17,841 | 14,127 |
EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH | 174 | -346 |
NET DECREASE IN CASH | -829 | -1,777 |
CASH: | ' | ' |
Beginning of period | 3,240 | 2,672 |
End of period | 2,411 | 895 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ' | ' |
Cash paid during the period for interest | 5,183 | 3,679 |
Cash paid during the period for income taxes | $93 | $106 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation and Ability to Continue as a Going Concern | |
EveryWare Global, Inc., a Delaware corporation formed in 2011, is a leading global marketer of tabletop and food preparation products for the consumer, foodservice and specialty markets. All references in this Quarterly Report on Form 10-Q to the “Company,” “EveryWare,” “we,” “us,” and “our” refer to EveryWare Global, Inc. and its consolidated subsidiaries (unless the context otherwise requires). ROI Acquisition Corp. (“ROI”) refers to the Company as it existed prior to the business combination in May 2013 (the “Business Combination”) involving ROI and the company formerly known as EveryWare Global, Inc. (“Former EveryWare”) and pursuant to which Former EveryWare was merged into a wholly-owned subsidiary of ROI and the name of ROI was changed to EveryWare Global, Inc. | |
We have prepared the condensed consolidated financial statements included herein, without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The information furnished in the condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations and statements of financial position for the interim periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures are adequate to make the information presented not misleading when read in conjunction with our fiscal 2013 consolidated financial statements and the notes thereto included in Part II, Item 8 of our Annual Report on Form 10-K as filed with the SEC on March 31, 2014. Unless otherwise indicated, all amounts are in thousands except per share amounts. Certain reclassifications have been made to prior year amounts to conform to current year presentation. During the quarter we reclassified our long-term debt and deferred financings fees to current as a result of the Company being in default under the Term Loan covenants as defined below. | |
Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for future operating quarters. | |
We are currently in default of the consolidated leverage ratio and the consolidated interest coverage ratio covenants for the fiscal quarter ended March 31, 2014, under the agreement governing our $250.0 million term loan facility (the “Term Loan Agreement”). If not cured or waived by the tenth business day following May 15, 2014, this default will give the lenders under the Term Loan the right to accelerate the outstanding Term Loan indebtedness and foreclose on the related security interest, and upon acceleration of the outstanding indebtedness under the Term Loan, we would be in default under our asset-based revolving credit facility (the “ABL Facility”) and our Sterling-denominated revolving credit facility (the “U.K. Revolver”) and we would be precluded from borrowing under our ABL Facility or the U.K. Revolver. We are currently in negotiations with our lenders under the Term Loan regarding the existing default, as well as changes to our covenants, but have not yet reached a resolution with our lenders. | |
The Term Loan Agreement allows us to “cure” financial covenant violations if (i) we contribute a certain amount of cash to the Borrowers (a “Cure Contribution”) by the date that is 10 business days after the date on which financial statements are required to be delivered with respect to such fiscal quarter, and (ii) after the recalculation of covenants on a pro forma basis after giving effect to such cure, the Borrowers would be in compliance with their financial covenants as of the end of the applicable fiscal quarter. Although we received an equity commitment letter from Monomoy Capital Partners, L.P., Monomoy Capital Partners II, L.P. and certain of their affiliated funds (the “Monomoy Funds”), we have determined that the $12.0 million maximum commitment contemplated by that letter would be insufficient to cure this violation. See Note 9 for a description of the equity “cure” provision in the Term Loan, the Monomoy Funds’ equity commitment letter and a discussion of our determination that the Monomoy Funds’ $12.0 million maximum commitment contemplated by the equity commitment letter would be insufficient for a successful equity “cure” under the Term Loan Agreement. We currently do not anticipate that we will be in compliance with the Term Loan leverage and interest coverage ratio covenants for the balance of 2014. Because the $12.0 million maximum commitment by the Monomoy Funds would be insufficient to “cure” the financial covenant defaults for the quarter ended March 31, 2014, and because we anticipate that we will not be in compliance with our financial covenants for the remainder of 2014, we are pursuing a waiver, forbearance or amendment from our lenders, as well as exploring potential sources of debt and equity financing. If we do not obtain a waiver or forbearance and an amendment from our lenders or proceeds from a debt or equity financing sufficient to utilize the equity “cure” provision in the Term Loan on or before the date that is the tenth business day following May 15, 2014, then the Term Loan will become subject to acceleration by the requisite lenders. There is therefore, substantial doubt regarding our ability to continue as a going concern. | |
The condensed consolidated financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes that we will continue in operation for the foreseeable future and be able to realize our assets and discharge our liabilities and commitments in the ordinary course of business. Our continuation as a going concern is dependent upon our ability to obtain a waiver or forbearance of the defaults under our Term Loan Agreement and to amend the Term Loan Agreement. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of the carrying amounts of assets or the amount and classification of liabilities that might result if we are unable to continue as a going concern. |
Recently_Issued_Accounting_Pro
Recently Issued Accounting Prounouncements | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryfoward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” which provides that an unrecognized tax benefit, or a portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability. The provisions of this ASU are effective prospectively for fiscal years beginning after December 15, 2013. The adoption of this standard did not have a material impact on our consolidated financial statements. | |
In March 2013, the FASB issued ASU No. 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” This ASU clarified that, when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. The cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The FASB also clarified that if a business combination is achieved in stages related to a previously held equity method investment (step-acquisition) that is a foreign entity, the amount of accumulated other comprehensive income that is reclassified and included in the calculation of gain or loss as of the acquisition date shall include any foreign currency translation adjustment related to that previously held investment. The amendments are effective prospectively for fiscal years beginning after December 15, 2013, with early adoption permitted. The adoption of this ASU did not have a material impact on our consolidated financial statements. | |
In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income.” This ASU requires entities to disclose either in the notes or parenthetically on the face of the statement showing net income the impact to the affected net income line for items reclassified out of accumulated other comprehensive income (“AOCI”) and into net income in their entirety. Items not reclassified out of AOCI into net income in their entirety must be disclosed in the footnotes and not on the face of the financial statements. Items that may be reclassified out of AOCI and into net income include (1) unrealized gains or losses on available-for-sale securities; (2) deferred gains or losses on cash flow hedges; (3) cumulative translation adjustments on foreign operations; and (4) deferred items relating to pension and non-pension defined benefit post-retirement plans. The provisions of this ASU are effective prospectively for public companies for fiscal years beginning after December 15, 2012, including interim periods. The adoption of this ASU did not have a material impact on our consolidated financial statements. |
Fair_Value_Measurement
Fair Value Measurement | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||||||||||
Fair Value Measurement | ' | |||||||||||||||||||||||||||||||
Fair Value Measurement and Derivatives | ||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments – The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: | ||||||||||||||||||||||||||||||||
• | Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities. | |||||||||||||||||||||||||||||||
• | Level 2 - Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. | |||||||||||||||||||||||||||||||
• | Level 3 - Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. | |||||||||||||||||||||||||||||||
The amounts of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and our asset-based revolving facility (the “ABL Facility”) approximate fair value because of their short-term maturities. The carrying amounts of our long term debt approximate fair value based on interest rates currently available for instruments with similar terms. For intangible assets, we used a relief from royalty method to estimate the fair value. For goodwill, we used a combination of discounted cash flows and a market comparable analysis to estimate fair value. | ||||||||||||||||||||||||||||||||
The fair values of our assets and liabilities measured on a recurring basis are categorized as follows (in thousands): | ||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Asset (liability): | Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
Natural gas futures | $ | 98 | $ | — | $ | 98 | $ | — | $ | 67 | $ | — | $ | 67 | $ | — | ||||||||||||||||
Derivatives Transactions - We account for derivatives in accordance with FASB ASC 815 Derivatives and Hedging (“ASC 815”). We utilize derivative financial instruments to hedge commodity price risks associated with natural gas requirements and foreign exchange rate risks associated with the effects of foreign currency fluctuations. If the derivative is designed and qualifies as a cash flow hedge, the changes in fair value of the derivative instrument may be recorded in comprehensive income. The natural gas commodity price hedges qualify for hedge accounting since the hedges are highly effective, and we have designated and documented contemporaneously the hedging relationship involving these derivative instruments. Any hedges that do not qualify as highly effective or if we do not believe that forecasted transactions would occur, the changes in the fair value of the derivatives used as hedges would be reflected in earnings. | ||||||||||||||||||||||||||||||||
Our derivative instruments consist of forward agreements related to certain forecasted usage of natural gas in production of finished goods. Our derivative contracts are valued using quoted market prices and significant observable and unobservable inputs. The fair value for the majority of our foreign currency derivative contracts are obtained by comparing our contract rate to a published forward price of the underlying market rate, which is based on market rates for comparable transactions and are classified within Level 2 of the fair value hierarchy. | ||||||||||||||||||||||||||||||||
The following table summarizes the notional amount of our open natural gas futures (in thousands): | ||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
U.S. $ Equivalent | U.S. Equivalent Fair Value | U.S. $ Equivalent | U.S. Equivalent Fair Value | |||||||||||||||||||||||||||||
Natural gas futures | $ | 4,503 | $ | 4,601 | $ | 6,580 | $ | 6,647 | ||||||||||||||||||||||||
We consider the impact of our credit risk on the fair value of the contracts, as well as the ability to execute obligations under the contract. | ||||||||||||||||||||||||||||||||
The following table summarizes the fair value and presentation in the consolidated balance sheets for derivatives designated as accounting hedges (in thousands): | ||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments | Balance Sheet | Assets | Liabilities | Assets | Liabilities | |||||||||||||||||||||||||||
Location | ||||||||||||||||||||||||||||||||
Natural gas futures | Other current assets | $ | 98 | $ | — | $ | 67 | $ | — | |||||||||||||||||||||||
$ | 98 | $ | — | $ | 67 | $ | — | |||||||||||||||||||||||||
The following table summarizes the effect of derivative instruments on the consolidated statements of income for derivatives designated as accounting hedges and those that are not (in thousands). See Note 14 for additional information about reclassifications out of Accumulated Other Comprehensive Income: | ||||||||||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||||||||||
Amount of Gain or (Loss) | Amount of Gain or (Loss) | |||||||||||||||||||||||||||||||
Recognized in OCI on | Location of Gain or (Loss) | Reclassified from OCI | ||||||||||||||||||||||||||||||
Derivatives | Reclassified from OCI | into Income | ||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments | (Effective Portion) | into Income | (Effective Portion) | |||||||||||||||||||||||||||||
2014 | 2013 | (Effective Portion) | 2014 | 2013 | ||||||||||||||||||||||||||||
Natural gas futures | $ | 48 | $ | 783 | Cost of Revenues | $ | 17 | $ | (802 | ) | ||||||||||||||||||||||
Business_Combinations
Business Combinations | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combinations | ' | ||||||||
Business Combinations | |||||||||
On January 31, 2013, ROI Acquisition Corp. (“ROI”), ROI Merger Sub Corp. (“Merger Sub Corp.”), ROI Merger Sub LLC (“Merger Sub LLC”), and Former EveryWare entered into a Business Combination Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of Merger Sub Corp. with and into Former EveryWare (the “Business Combination”), with Former EveryWare surviving the merger as a wholly-owned subsidiary of ROI, immediately followed by the merger of Former EveryWare with and into Merger Sub LLC, with Merger Sub LLC surviving the merger as a wholly-owned subsidiary of ROI. On May 21, 2013, the stockholders of ROI approved the Business Combination, and the Business Combination was consummated. In connection with the closing of the Business Combination, ROI changed its name from ROI Acquisition Corp. to EveryWare Global, Inc. Former EveryWare was previously a private company. | |||||||||
On May 21, 2013 (the “Closing Date”), pursuant to the Merger Agreement, the Business Combination was consummated. In connection with the Business Combination, we redeemed 4,679,627 shares of our common stock pursuant to the terms of our second amended and restated certificate of incorporation, resulting in a total payment to redeeming stockholders of $46.7 million. In the Business Combination, we paid the following consideration to the former equity holders of Former EveryWare: (i) $90.0 million in aggregate cash consideration, (ii) 12,190,000 shares of the Company’s common stock and (iii) 3,500,000 additional shares which are subject to forfeiture in the event that the trading price of the Company’s common stock does not exceed certain price targets subsequent to the closing (the “Earnout Shares”). | |||||||||
As of the Closing Date the former equity holders of Former EveryWare owned approximately 71.2% of our outstanding common stock (including the Earnout Shares), the ROI founders and sponsors owned approximately 16.0% of our outstanding common stock, and the pre-closing ROI public stockholders owned approximately 12.8% of our outstanding common stock. ROI was incorporated under the laws of the state of Delaware in 2011 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving ROI and one or more businesses. | |||||||||
The number of shares of common stock issued and outstanding immediately following the consummation of the Business Combination is summarized as follows: | |||||||||
Number of Shares | |||||||||
ROI public shares outstanding prior to business combination | 7,500,000 | ||||||||
ROI founder shares | 1,885,000 | ||||||||
Total ROI shares outstanding prior to business combination | 9,385,000 | ||||||||
Less: redemption of ROI public shares | (4,679,627 | ) | |||||||
Total ROI shares outstanding immediately prior to the effective date of the business combination | 4,705,373 | ||||||||
Common shares issues as consideration to members of Former EveryWare | 15,690,000 | ||||||||
Common shares issued to sponsor of ROI | 1,650,000 | ||||||||
Total common shares outstanding at closing, May 21, 2013 | 22,045,373 | ||||||||
As of the Closing Date, there were 22,045,373 shares of common stock of the Company outstanding and warrants exercisable for 5,838,334 shares of common stock were also outstanding. The 22,045,373 shares of common stock included 3,500,000 Earnout Shares and 551,471 shares held by the sponsors of ROI, that were subject to forfeiture until certain price targets were achieved. In the event the last sale price of our common stock does not equal or exceed certain price targets subsequent to the Closing Date (as adjusted for stock splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within at least one 30 trading day period on or prior to the fifth anniversary of the Closing Date, each Former EveryWare stockholder would forfeit any and all rights to a pro rata portion of the shares which were issued at the closing as part of the Earnout Shares. | |||||||||
Vesting Triggered at $11.00 | Vesting Triggered at $12.50 | Vesting Triggered at $15.00 | |||||||
Former EveryWare stockholders | 1,000,000 | 1,250,000 | 1,250,000 | ||||||
Sponsors of ROI | — | 267,380 | 284,091 | ||||||
Total Earnout Shares | 1,000,000 | 1,517,380 | 1,534,091 | ||||||
During the three months ended September 30, 2013, the vesting triggers associated with $11.00 and $12.50 share prices were achieved; therefore 2,250,000 Earnout Shares and 267,380 of the shares held by sponsors of ROI vested. | |||||||||
Accounting Treatment of Business Combination | |||||||||
Former EveryWare is considered the acquirer of ROI for accounting purposes, and the Business Combination has been accounted for as a recapitalization of Former EveryWare because it obtained effective control of ROI. There is no change in control since Former EveryWare’s operations comprise the ongoing operations of the combined entity, its senior management became the senior management of the combined entity, and its former owners own a majority voting interest in the combined entity and are able to elect a majority of the combined entity’s board of directors. Accordingly, the Business Combination does not constitute the acquisition of a business for purposes of ASC 805. As a result, the assets and liabilities of Former EveryWare and ROI are carried at historical cost and therefore we have not recorded any step-up in basis or any intangible assets or goodwill as a result of the Business Combination. All direct costs of the Business Combination are offset to additional paid-in-capital. The financial statements presented herein are those of Former EveryWare for all periods prior to the Business Combination. | |||||||||
In the condensed consolidated financial statements, the recapitalization of the number of shares of common stock attributable to Former EveryWare stockholders is reflected retroactively to January 1, 2012. Accordingly, the number of shares of common stock presented as outstanding as of January 1, 2012, totaled 12,190,000, consisting of the number of shares of common stock issued to Former EveryWare stockholders. This number of shares was also used to calculate the Company’s earnings per share for all periods prior to the Business Combination. | |||||||||
The cash flows related to the Business Combination, are summarized as follows (in thousands): | |||||||||
2013 | |||||||||
Cash in trust at ROI | $ | 75,173 | |||||||
Add: proceeds from issuance of shares | 16,500 | ||||||||
Less: redemption of ROI public shares | (46,741 | ) | |||||||
Less: payment to warrant holders | (5,838 | ) | |||||||
Net cash received in the Business Combination | $ | 39,094 | |||||||
We used the $39.1 million of cash received in the Business Combination, together with $69.9 million of proceeds from debt incurred in connection with the Business Combination, to fund the $90.0 million payment to Former EveryWare shareholders and pay fees and expenses of $19.0 million related to the Business Combination. | |||||||||
On June 18, 2013, we completed the acquisition of the Samuel Groves and George Wilkinson business divisions of Metalrax Housewares Limited (“Metalrax”), a United Kingdom housewares manufacturer and distribution company, for approximately $3.5 million. The acquisition of Metalrax significantly strengthens our United Kingdom presence and demonstrates our execution of our international growth strategy by enhancing our product portfolio and adding local manufacturing capabilities. | |||||||||
We accounted for the Metalrax acquisition by the acquisition method of accounting. Under acquisition accounting, the total purchase price has been allocated to the tangible and intangible assets and liabilities of Metalrax based upon their respective fair values. Our preliminary valuations for the property, plant and equipment, inventory, and intangible assets were performed at the date of acquisition. Subsequent to the date of acquisition, we engaged a third party to perform a formal valuation of the intangible assets. As a result, it was determined that we had entered into a bargain purchase transaction, in which the fair value of the acquired assets exceeded the consideration transferred. Therefore, during the third quarter of 2013, we recorded a gain on the bargain purchase of the Metalrax business in the amount of approximately $1.2 million. The operating results of Metalrax have been included in our consolidated financial statements since the date of acquisition. This acquisition was deemed to be immaterial to our consolidated financial statements; therefore, we have not prepared pro-forma financial information to reflect the impact of this acquisition. | |||||||||
On September 16, 2013, Universal Tabletop, Inc. (“Universal”) entered into a joint venture agreement with BT Partners, a Brazilian sociedade limitada, through a newly organized Brazilian limited liability company EveryWare Global Brasil Distribuidora, Ltda (“EveryWare Brasil”). This agreement allows EveryWare Brasil to focus on distributing Universal products within the Brazilian tabletop market. At the date of the joint venture, we held 60% ownership and BT Partners held 40% ownership in EveryWare Brasil, which we deemed a voting interest entity. As a result, we consolidate the joint venture in our consolidated financial statements according to the voting model. The Company accounts for this transaction as a non-controlling interest. |
Restructuring_Activities
Restructuring Activities | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||||||||||||||||||
Restructuring Activities | ' | |||||||||||||||||||||||||||||||
Restructuring Activities | ||||||||||||||||||||||||||||||||
In 2013, restructuring expenses included $0.5 million of employee-related costs associated with closing our Canadian offices and warehouse and severance costs related to the acquisition of Metalrax, which was partially offset by a change in estimate of $0.2 million for unused space in the Savannah, Georgia, distribution center. In 2014, we announced our plans to close our regional office in Oneida, New York, and a smaller satellite office in Melville, New York, as part of our ongoing integration of the Oneida business. Employee related severances of $0.1 million were recorded as restructuring expense. | ||||||||||||||||||||||||||||||||
A summary of the restructuring liability included in accrued liabilities within our consolidated balance sheet is as follows (in thousands): | ||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Unoccupied Space | Facility Closing | Metalrax Employee Costs | Total | Unoccupied Space | Facility Closing | Metalrax Employee Costs | Total | |||||||||||||||||||||||||
Costs | Costs | |||||||||||||||||||||||||||||||
Balance - Beginning of the period | $ | — | $ | 81 | $ | — | $ | 81 | $ | 176 | $ | 251 | $ | — | $ | 427 | ||||||||||||||||
Provisions | — | 96 | — | 96 | (164 | ) | 241 | 213 | 290 | |||||||||||||||||||||||
Utilizations | — | (44 | ) | — | (44 | ) | (12 | ) | (411 | ) | (213 | ) | (636 | ) | ||||||||||||||||||
Currency | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Balance - End of the period | $ | — | $ | 133 | $ | — | $ | 133 | $ | — | $ | 81 | $ | — | $ | 81 | ||||||||||||||||
Inventories
Inventories | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
Inventories | |||||||||
Inventories consisted of the following (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 5,420 | $ | 4,669 | |||||
Work in progress | 16,188 | 21,341 | |||||||
Finished goods and in-transit | 108,190 | 104,664 | |||||||
Total | 129,798 | 130,674 | |||||||
Less reserves | (4,859 | ) | (4,201 | ) | |||||
Total inventory, net | $ | 124,939 | $ | 126,473 | |||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||
Goodwill, Intangibles, and Other Long-lived Assets | ||||||||||||||||
Goodwill and Indefinite-lived Intangible Assets – Goodwill and indefinite-lived intangible assets are reviewed for impairment annually, utilizing the two-step approach, in the fourth fiscal quarter and whenever events or changes in circumstances indicate the carrying value may not be recoverable. The first step requires the determination of the fair value of the reporting unit compared to the book value of that reporting unit. If the book value exceeds the fair value, a second step impairment test is required to measure the amount of impairment. | ||||||||||||||||
Implied fair value of goodwill is determined by considering both the income and market approach. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but that are inherently uncertain. | ||||||||||||||||
Intangible Assets - Definite-Lived - We review definite-lived intangible assets for recoverability whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. If the estimated undiscounted cash flows are less than the carrying amount of such assets, we recognize an impairment loss in an amount necessary to write-down the assets to fair value as estimated from expected future discounted cash flows. Estimating the fair value of these assets is judgmental in nature and involves the use of significant estimates and assumptions. We base our fair value estimates on assumptions we believe to be reasonable, but that are inherently uncertain. Definite-lived intangible assets are amortized on a straight-line basis over the estimated life of the asset. | ||||||||||||||||
Long-lived Assets - We review long-lived assets for recoverability whenever events or changes in circumstances indicate that carrying amounts of an asset group may not be recoverable. Our asset groups are established by determining the lowest level of cash flows available. If the estimated undiscounted cash flows are less than the carrying amounts of such assets, we recognize an impairment loss in an amount necessary to write-down the assets to fair value as estimated from expected future discounted cash flows. Estimating the fair value of these assets is judgmental in nature and involves the use of significant estimates and assumptions. We base our fair value estimates on assumptions we believe to be reasonable, but that are inherently uncertain. | ||||||||||||||||
Impairment Indicators - Factors that may be considered a change in circumstances indicating that the carrying amount of our goodwill or intangible assets may not be recoverable include slower growth rates in our markets, reduced expected future cash flows and a decline in stock price and market capitalization. We consider available current information when calculating our impairment charge. If there are indicators of impairment, our long-term cash flow forecasts for our operations deteriorate or discount rates increase, we may be required to recognize additional impairment charges in later periods. In light of our higher than expected losses in the current quarter and expected losses going forward, we are currently evaluating the fair value of our goodwill, intangible assets and other long-lived assets, which could result in an impairment charge in future quarters. | ||||||||||||||||
Our goodwill and intangible assets were comprised of the following (in thousands): | ||||||||||||||||
March 31, 2014 | ||||||||||||||||
Weighted-Average Amortization Period | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
Goodwill | Indefinite | $ | 8,559 | $ | — | $ | 8,559 | |||||||||
Other intangible assets: | ||||||||||||||||
Oneida/Viners/Metalrax trademark/tradenames | Indefinite | $ | 21,957 | $ | — | $ | 21,957 | |||||||||
Other trademarks/tradenames | 9.2 years | 1,857 | (497 | ) | 1,360 | |||||||||||
Tradename licenses | 7.5 years | 21,985 | (7,435 | ) | 14,550 | |||||||||||
Customer relationships | 13.1 years | 12,229 | (2,293 | ) | 9,936 | |||||||||||
Technology | 14 years | 126 | (57 | ) | 69 | |||||||||||
$ | 58,154 | $ | (10,282 | ) | $ | 47,872 | ||||||||||
December 31, 2013 | ||||||||||||||||
Weighted-Average Amortization Period | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
Goodwill | Indefinite | $ | 8,559 | $ | — | $ | 8,559 | |||||||||
Other intangible assets: | ||||||||||||||||
Oneida and Viners trademark/tradenames | Indefinite | $ | 21,948 | $ | — | $ | 21,948 | |||||||||
Other trademarks/tradenames | 9.2 years | 1,856 | (422 | ) | 1,434 | |||||||||||
Tradename licenses | 7.5 years | 21,985 | (6,695 | ) | 15,290 | |||||||||||
Customer relationships | 13.1 years | 12,229 | (2,059 | ) | 10,170 | |||||||||||
Technology | 14 years | 126 | (55 | ) | 71 | |||||||||||
$ | 58,144 | $ | (9,231 | ) | $ | 48,913 | ||||||||||
The changes in the gross carry value of our intangible assets are attributable to foreign currency exchange rates used to translate the financial statements of foreign subsidiaries. | ||||||||||||||||
The aggregate intangible asset amortization expense was approximately $1.1 million and $1.0 million for the three months ended March 31, 2014 and 2013, respectively. | ||||||||||||||||
The changes in the carrying amounts of goodwill for the three months ended March 31 are as follows (in thousands): | ||||||||||||||||
Consumer | Foodservice | International | Total | |||||||||||||
Balance - December 31, 2013 | $ | 3,110 | $ | 4,796 | $ | 653 | $ | 8,559 | ||||||||
Additional acquisitions recorded | — | — | — | — | ||||||||||||
Currency translation adjustment | — | — | — | — | ||||||||||||
Balance - March 31, 2014 | $ | 3,110 | $ | 4,796 | $ | 653 | $ | 8,559 | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Leases – We lease numerous retail outlet stores, warehouses, and office facilities. All leases are recognized on a straight-line basis over the minimum lease term. | |
Litigation - We are involved in various routine legal proceedings incidental to the operation of our business. We do not believe that it is reasonably possible that any ongoing or pending litigation will have a material effect on our future financial position, net income, or cash flows. Notwithstanding the foregoing, legal proceedings involve an element of uncertainty. Future developments could cause these legal proceedings to have a material adverse effect on our future financial statements. | |
Our Buffalo China, Inc. subsidiary (“Buffalo China”) entered into a brownfield program clean up agreement in 2008 with the New York State Department of Environmental Conservation for the former Buffalo China manufacturing facility in Buffalo, New York. Buffalo China retained liability for the clean-up when it sold the facility to the Niagara Ceramics Corporation. In December 2012, we received a Certificate of Completion from New York State Department of Environmental Conservation. An accrual of approximately $0.5 million representing testing and other final site monitoring costs was reflected in accrued liabilities at March 31, 2014. | |
In June 2006, the Phase I and II studies of the Oneida knife facility located in Oneida, New York, prepared in connection with the sale of that facility, discovered a reportable event relative to the presence of asbestos, ancient petroleum and volatile organic compounds contamination. We entered into a brownfield program clean up agreement with the New York State Department of Environmental Conservation regarding this facility. A site remediation and cost plan has been developed and is being finalized. An accrual of approximately $0.6 million representing an update to the estimate, less any costs paid in connection with remediation services, was reflected in accrued liabilities at March 31, 2014. | |
We are party to collective bargaining agreements for most of our manufacturing and distribution employees. On March 9, 2013, we signed a five-year collective bargaining agreement with the United Steelworkers covering our Monaca, Pennsylvania, manufacturing plant. This agreement covers the period from March 9, 2013, through September 30, 2017. On October 1, 2013, we signed a three-year collective bargaining agreement with the United Steelworkers covering our Lancaster, Ohio, manufacturing and distribution facilities. This agreement covers the period from October 1, 2013, through September 30, 2016. On October 16, 2013, we signed a three-year collective bargaining agreement with the United Steelworkers covering our Lancaster, Ohio, mold makers. This agreement covers the period from October 16, 2013 through September 30, 2016. |
Debt
Debt | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt | ' | ||||||||
The following table is a summary of our debt outstanding (in thousands): | |||||||||
Short-Term Debt Instrument | Interest Rate | Maturity Date | March 31, 2014 | December 31, 2013 | |||||
U.K. short term borrowing | Variable | Annual renewal | $ | 6,958 | $ | 7,802 | |||
Long-Term Debt Instrument Classified as Current at March 31, 2014 | Interest Rate | Maturity Date | March 31, 2014 | December 31, 2013 | |||||
Term Loan | Variable | May 21, 2020 | $ | 248,123 | $ | 248,750 | |||
ABL Facility | Variable | May 21, 2018 | 35,294 | 15,635 | |||||
Note payable - PBGC | 4.50% | December 31, 2015 | 600 | 900 | |||||
Capitalized leases | Various Fixed | 107 | 171 | ||||||
Total Long-Term Debt | 284,124 | 265,456 | |||||||
Less: Current Portion | (284,124 | ) | (2,972 | ) | |||||
Long-Term Debt | $ | — | $ | 262,484 | |||||
Term Loan Credit Agreement | |||||||||
The Term Loan, completed on May 21, 2013, refinanced the $150.0 million term loan facility (the “Old Term Loan”) and was syndicated by Deutsche Bank AG as administrative agent for the syndicated lenders. The principal amount of the Term Loan is $250.0 million, and it has a maturity date of May 21, 2020. Anchor Hocking and Oneida are co-borrowers under the Term Loan. The Term Loan is guaranteed by Universal and its domestic subsidiaries. The Term Loan is secured on first-priority basis by the assets of Universal and its domestic subsidiaries, other than with respect to the assets securing the ABL Facility, which secure the Term Loan facility on a second-priority basis. Principal amortization is payable in consecutive quarterly installments beginning September 30, 2013, in the amount of 0.25% of the amount of the Term Loan outstanding on the Term Loan closing date until maturity. The borrowers are also obligated to make mandatory prepayments upon the occurrence of certain events, including additional debt issuances, common and preferred stock issuances, certain asset sales, and excess cash flow generation. The Term Loan Agreement permits the borrowers to raise one or more incremental term loan facilities in an aggregate amount of up to $50.0 million if the consolidated first lien net leverage ratio, after giving effect to such incremental term loan facility, does not exceed 3.50:1.00, subject to certain other limitations and conditions. | |||||||||
At the borrowers’ option, borrowings under the Term Loan bear interest at either: (i) Eurodollar Rate or (ii) the Base Rate (which means for any day, a rate per annum equal to the greatest of: (a) the Prime Rate in effect on such day, and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, and (c) the Eurodollar Rate for a one month interest period plus 1.00%; provided that the Base Rate will be deemed to be no less than 2.25%). The Term Loan has a Eurodollar Rate floor of 1.25%. For Eurodollar Rate and Base Rate borrowings, the applicable interest rate margin is a fixed 6.25% and 5.25%, respectively. In connection with the refinancing of the Term Loan, we capitalized deferred financing fees of $8.6 million and wrote off $6.2 million associated with the refinanced Old Term Loan. As of March 31, 2014, approximately $7.6 million in deferred fees relating to our term loan were being amortized over the remaining life of the agreement. | |||||||||
Asset-Based Revolving Credit Facility | |||||||||
The second amendment and restatement of our ABL Facility, completed on May 21, 2013, provides borrowings for general corporate purposes having a maximum initial commitment of $50.0 million and a $20.0 million sub-limit for letters of credit and a swing line sub-limit equal to the greater of $5.0 million or 10% of the maximum credit. The facility matures on May 21, 2018. The borrower may request an increase in the commitment under the ABL Facility up to an additional $25.0 million in the aggregate, at the discretion of the lenders and subject to borrowing base limitations under the ABL Facility. On October 28, 2013, the borrowers were granted an increase of the maximum commitment under the ABL Facility by $5.0 million to a total of $55.0 million. Availability under the ABL Facility is subject to an asset-based borrowing formula based on eligible accounts receivable and inventory. At March 31, 2014, we had excess availability under the ABL Facility of $9.6 million to be drawn upon as needed (which includes a reduction of $10.1 million for outstanding standby letters of credit) with a blended interest rate of 2.24%. The ABL Facility is guaranteed by Universal and its domestic subsidiaries. The ABL Facility is secured on a first-priority basis by certain current assets, such as accounts receivable, inventory, cash, securities, deposit accounts, and securities accounts. | |||||||||
Borrowings under the ABL Facility bear interest at either: (i) LIBO Rate or (ii) the Base Rate (which means for any day, a rate per annum equal to the greater of: (a) the Prime Rate in effect on such day, and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, and (c) the LIBO Rate plus 1.00%). In addition, the facilities have applicable interest rate margins. For LIBO Rate and Base Rate borrowings, the margin is determined according to an availability matrix. The margin at March 31, 2014, was 2.00% and 1.00% for LIBO and Base Rate, respectively. In connection with amending and restating the ABL revolving credit facility (the “Old ABL Facility”), which had a maximum availability of $85.0 million, we capitalized deferred financing fees of $0.2 million and wrote off $0.3 million. As of March 31, 2014, approximately $1.2 million in deferred fees relating to the ABL Facility were being amortized over the remaining life of the agreement. | |||||||||
On May 14, 2014, we amended the ABL Facility to include a larger percentage of suppressed borrowing base assets in the determination of adjusted availability from May 13, 2014 through May 30, 2014. This amendment will allow us to borrow up to an additional $4.125 million under our ABL Facility during this period without triggering the requirement to satisfy the the fixed charge ratio covenant under the ABL Facility. | |||||||||
Terms, Covenants and Compliance Status | |||||||||
The ABL Facility and Term Loan each contain customary operating and financial conditions and covenants, including but not limited to restrictions on additional indebtedness, mergers and acquisitions, liens, investments, issuances of capital stock, and dividends. In addition, the Term Loan requires that a maximum leverage ratio and minimum interest coverage ratio be maintained. The ABL Facility requires that a certain minimum fixed charge coverage ratio be maintained if adjusted availability (as defined under the agreement) is below 12.5% of the Maximum Revolver Amount, or $6.9 million, at March 31, 2014. At March 31, 2014, the fixed charge coverage ratio covenant under the ABL Facility was not operative as availability was greater than $6.9 million. Failure to satisfy any of the covenants could result in an event of default that could result in an inability to access the funds necessary to fund our operations. | |||||||||
We are currently in default of the consolidated leverage ratio and the consolidated interest coverage ratio covenants under the Term Loan Agreement for the fiscal quarter ended March 31, 2014. As discussed in Note 1, the Term Loan Agreement allows us to “cure” such covenant violations if we make a “Cure Contribution” by the date that is 10 business days after the date on which financial statements are required to be delivered with respect to such fiscal quarter. | |||||||||
On March 31, 2014, the Monomoy Funds provided us with an equity commitment letter pursuant to which the Monomoy Funds committed to offer to purchase securities (which may include preferred stock, convertible preferred stock, debt or convertible debt) from us having an aggregate purchase price in an amount sufficient to fund a Cure Contribution, but no more than $12.0 million in the aggregate, which amount will be reduced by the amount of any other equity raised to fund a Cure Contribution. Subsequent to March 31, 2014, we determined that the $12.0 million maximum commitment contemplated by the equity commitment letter would be insufficient to “cure” the covenant violations for the quarter ended March 31, 2014. We have determined that the amount needed to successfully make a Cure Contribution for the quarter ended March 31, 2014, is approximately $18.7 million. The amount required for a Cure Contribution for the quarter ended March 31, 2014, is higher than originally estimated primarily because Consolidated EBITDA (calculated on a basis consistent with the Term Loan) at March 31, 2014, was lower than originally estimated. The increase in the amount of equity required to “cure” the default is primarily due to the decision to extend the shutdown period of one of our glass furnaces at least through the end of 2014, which resulted in changes to management’s assumptions used in certain adjustments to the calculation of Consolidated EBITDA, and, to a lesser extent, management’s determination, after discussion and review with the Company’s external advisors, that certain changes to the calculation of Consolidated EBITDA were required under the Term Loan Agreement. Additionally, actual EBITDA (which forms the basis for the initial measurement of Consolidated EBITDA) was lower than anticipated due to weaker than expected operational performance during the quarter ended March 31, 2014. In addition, we currently do not anticipate that we will be in compliance with the Term Loan leverage and interest coverage ratio covenants for the balance of 2014. The amount of any equity contributions needed in subsequent quarters to “cure” the anticipated financial covenant defaults would be dependent upon the results of operations in those quarters. Because the maximum commitment by the Monomoy Funds would be insufficient to cure the breach for the quarter ended March 31, 2014 and because we anticipate that we will not be in compliance for the remainder of 2014, we are pursuing a waiver, forbearance or amendment from our lenders, as well as exploring potential sources of debt and equity financing. The board of directors formed a special committee comprised of certain independent directors unaffiliated with the Monomoy Funds to assist the board of directors in seeking a waiver or forbearance of the existing covenant breaches and an amendment to the Term Loan Agreement, as well as evaluating the Company’s alternatives with respect to equity and debt financing. The special committee has retained Jefferies LLC and Schulte, Roth and Zabel LLP to assist it in reviewing these alternatives. If we do not obtain a waiver or forbearance and an amendment from our lenders or equity contributions sufficient to utilize the equity “cure” provision in the Term Loan, the Term Loan Agreement will become subject to acceleration by the lenders. There is therefore substantial doubt regarding our ability to continue as a going concern. | |||||||||
If we are not able to cure the violation under the Term Loan Agreement by obtaining an amendment to, forbearance of or waiver under the Term Loan Agreement, or obtain other sources of debt financing and/or proceeds from the sale of equity sufficient to enable us to make a Cure Contribution, it will result in an uncured default under the Term Loan Agreement. If this default under the Term Loan Agreement is not cured or waived, the indebtedness under the Term Loan Agreement could be declared immediately due and payable and, upon acceleration of the outstanding indebtedness under the Term Loan, we would be in default under our ABL Facility and our U.K. Revolver and we would be precluded from borrowing under our ABL Facility and U.K. Revolver, which would have a material adverse effect on our business, financial condition and liquidity. There is no assurance that we will be able to obtain an amendment to, forbearance of or waiver under the Term Loan Agreement, or obtain other sources of debt financing and or equity contribution. As a result, there is substantial doubt regarding our ability to continue as a going concern. Even if we are able to obtain an amendment, forbearance agreement or waiver, we may be required to agree to other changes in the Term Loan Agreement, including increased interest rates or premiums, more restrictive covenants and/or pay a fee for such amendment, forbearance agreement or waiver. | |||||||||
The condensed consolidated financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes that we will continue in operation for the foreseeable future and be able to realize our assets and discharge our liabilities and commitments in the ordinary course of business. Our continuation as a going concern is dependent upon our ability to obtain a waiver or forbearance of the defaults under our Term Loan Agreement and to amend the Term Loan Agreement. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of the carrying amounts of assets or the amount and classification of liabilities that might result if we are unable to continue as a going concern. | |||||||||
Prior Credit Facilities | |||||||||
On March 23, 2012, in connection with the Anchor Merger, Universal refinanced substantially all of the existing long term debt obligations of Anchor Hocking and Oneida into the Old Term Loan and amended and restated the Old ABL Facility. We terminated the Old ABL Facility and repaid the Old Term Loan on May 21, 2013, in connection with the Business Combination. | |||||||||
PBGC Promissory Note | |||||||||
On September 15, 2006, Oneida issued a $3.0 million promissory note to the Pension Benefit Guaranty Corporation payable in equal installments annually over 10 years. As of March 31, 2014, approximately $0.6 million was outstanding on the promissory note. Interest with respect to the promissory note is paid annually at a rate of 4.5%. The promissory note matures on December 31, 2015. | |||||||||
U.K. Short Term Borrowing | |||||||||
We maintain a borrowing facility to support working capital requirements at our United Kingdom subsidiary operations. Subsequent to September 30, 2013, we refinanced the existing Barclays Bank Sterling-denominated borrowing facility with Burdale Bank, an affiliate of our U.S. lender, Wells Fargo (the “U.K. Revolver”). The U.K. Revolver has a £7.0 million maximum collateral commitment based on eligible inventory and accounts receivable at our United Kingdom subsidiary. The Burdale Bank facility matures on October 15, 2015. Among other events of default listed therein, any event of default under the ABL Facility would result in an event of default under the U.K. Revolver. Any event of default under the U.K. Revolver would preclude us from borrowing under the U.K. Revolver or cause an acceleration of the amounts outstanding thereunder, among other remedies listed therein. |
Income_Taxes
Income Taxes | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Taxes | ' | |||||||
We account for taxes under the liability method of computing deferred income taxes. Under the liability method, deferred income taxes are based on the tax effect of temporary differences between the financial statement and tax basis of assets and liabilities and are adjusted for tax rate changes as they occur. Deferred tax assets are reduced by valuation allowances to the extent their realization is uncertain. | ||||||||
The following table summarizes our provision for income taxes and the related effective tax rates: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Loss before income taxes | $ | (17,702 | ) | $ | 1,099 | |||
Income tax expense (benefit) | 20,674 | 902 | ||||||
Effective tax rate | -116.8 | % | 82.1 | % | ||||
For the three months ended March 31, 2014, we recorded a 116.8% effective tax rate compared to 82.1% for the three months ended March 31, 2013. The tax rate for the three months ended March 31, 2014 differs from the U.S. statutory tax rate of 34% mainly due to the recognition of a full valuation allowance associated with our U.S. net deferred tax assets during the quarter and the continued recognition of a full valuation allowance in certain of our foreign jurisdictions. | ||||||||
After taking into account the pre-tax loss incurred during the three months ended March 31, 2014, we determined that a full valuation allowance should be recorded against the entire net deferred tax asset that was recognized at December 31, 2013. Negative evidence in the form of a recent history of losses resulted in the determination that the realized net deferred tax asset of $20.7 million at March 31, 2014, should be fully reserved. In considering the need for the additional valuation allowance, we ignored netting a deferred tax liability of $10.2 million associated with indefinite long-lived intangibles because these liabilities cannot be used to offset our net deferred tax asset when determining the amount of valuation allowance required. In light of our higher than expected losses in the current quarter and expected losses going forward, we will continue to recognize a full valuation allowance for deferred taxes until substantial positive evidence supports its reversal. |
Employee_Benefit_Plans
Employee Benefit Plans | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Postemployment Benefits [Abstract] | ' | |||||||||||||||||||||||
Employee Benefit Plans | ' | |||||||||||||||||||||||
Employee Benefit Plans | ||||||||||||||||||||||||
Pension Benefit Plans - We sponsor various qualified and non-qualified pension plans in the United States and United Kingdom which cover all eligible employees, as defined. Our qualified pension liability relates to two defined benefit plans: one covering the former salaried and union employees of Buffalo China, which are frozen, and a defined benefit plan covering employees in the U.K. Our non-qualified pension plan liability relates to two unfunded plans designed to provide additional retirement benefits to former executives of Oneida; the Supplemental Executive Retirement Plan and the Restoration Plan. Our policy is to make annual contributions to the plans to fund the normal cost as required by local regulations. We anticipate contributing approximately $2.0 million to our pension plans for the full year 2014. | ||||||||||||||||||||||||
The components of net periodic benefit cost are as follows (in thousands): | ||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
Pension Benefits - Qualified Plans | Pension Benefits - | |||||||||||||||||||||||
U.S. Plans | Non-U.S. Plans | Non-qualified Plans | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Service cost | $ | — | $ | — | $ | 3 | $ | 3 | $ | — | $ | — | ||||||||||||
Interest cost | 290 | 277 | 54 | 54 | 103 | 104 | ||||||||||||||||||
Expected return on plan assets | (371 | ) | (339 | ) | (119 | ) | (87 | ) | — | — | ||||||||||||||
Net periodic benefit cost | (81 | ) | (62 | ) | (62 | ) | (30 | ) | 103 | 104 | ||||||||||||||
Net benefit cost | $ | (81 | ) | $ | (62 | ) | $ | (62 | ) | $ | (30 | ) | $ | 103 | $ | 104 | ||||||||
Other Post-Retirement Benefit Plans – We sponsor various other post-retirement benefit plans of our Anchor Hocking and Oneida subsidiaries which provide certain healthcare and life insurance benefits. Based on the size and nature of the liability we have elected to perform an ASC 715-60 calculation of the post-retirement health benefits for our Oneida Canada (non-U.S. Plan) on a biennial basis. Therefore the liability for 2013 is based on the calculation done for December 31, 2012, and will be re-valued in 2014. Our policy is to make annual contributions to the plans to fund the normal cost as required by local regulations. | ||||||||||||||||||||||||
The components of net periodic benefit cost are as follows (in thousands): | ||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
Other Post-retirement Benefit Plans | ||||||||||||||||||||||||
U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Service cost | $ | 7 | $ | 7 | $ | — | $ | — | ||||||||||||||||
Interest cost | 6 | 5 | — | 3 | ||||||||||||||||||||
Expected return on plan assets | — | — | — | — | ||||||||||||||||||||
Recognized actuarial (gain) loss | (8 | ) | (7 | ) | — | 2 | ||||||||||||||||||
Net periodic benefit cost | 5 | 5 | — | 5 | ||||||||||||||||||||
Net benefit cost | $ | 5 | $ | 5 | $ | — | $ | 5 | ||||||||||||||||
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Equity [Abstract] | ' | |||||||
Stockholders' Equity (Deficit) | ' | |||||||
Common Stock - Our authorized capital stock consists of 100,000,000 shares of common stock with a par value of $.0001 per share, with 20,551,626 shares outstanding as of March 31, 2014. | ||||||||
Preferred Stock - Our authorized capital stock consists of 1,000,000 shares of preferred stock with a par value of $0.0001 per share, with no shares outstanding as of March 31, 2014. | ||||||||
Earnings Per Share - Basic earnings per share is determined by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share, and all other diluted per share amounts presented, are determined by dividing net income by the weighted average number of common shares and potential common shares outstanding during the period as determined by the Treasury Stock Method. Under the treasury stock method, the tax-effected proceeds that hypothetically would be received from the exercise of all in-the-money options are assumed to be used to repurchase shares. Potential common shares are included in the diluted earnings per share calculation when dilutive. Diluted earnings per share for the three months ended March 31, 2014 and 2013, include the effects of potential common shares consisting of common stock issuable upon exercise of outstanding stock options and warrants when dilutive (in thousands, except per share amounts): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Net (loss) income attributable to common stockholders — basic and diluted | $ | (38,339 | ) | $ | 197 | |||
Weighted average number of common shares outstanding | 20,548 | 12,190 | ||||||
Dilutive effect of outstanding stock options and warrants after application of the treasury stock method | — | — | ||||||
Dilutive shares outstanding | 20,548 | 12,190 | ||||||
Basic (loss) earnings per share attributable to common stockholders | $ | (1.87 | ) | $ | 0.02 | |||
Diluted (loss) earnings per share attributable to common stockholders | $ | (1.87 | ) | $ | 0.02 | |||
For the three months ended March 31, 2014, diluted earnings per share exclude approximately 234,563 shares issuable upon exercise of outstanding stock options and 5,838,334 shares underlying our warrants as the effect would have been anti-dilutive. Earnout Shares of 1,250,000 and 284,091 shares held by sponsors of ROI have not been considered in the basic or diluted per share calculation since they have not vested as of March 31, 2014. | ||||||||
As of March 31, 2014, there were 234,563 shares of common stock issuable upon exercise of outstanding options and 5,838,334 shares of common stock issuable upon exercise of outstanding warrants. | ||||||||
Common Stock Warrants - We issued 11,676,667 warrants, which are exercisable for 5,838,334 shares of common stock at $6.00 per half share. | ||||||||
Dividends - The terms of the Term Loan and ABL Facilities restrict the payment or distribution of our cash or other assets, including cash dividend payments. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Share-Based Compensation | ' | |||||||||||||
Share-based compensation is accounted for in accordance with FASB ASC Topic 718, Compensation - Stock Compensation (“ASC 718”) and FASB ASC Topic 505-50, Equity - Equity Based Payment to Non-Employees (“ASC 505-50”), which requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the Company’s consolidated statements of operations over the requisite service periods. We use the straight-line method of expensing stock options to recognize compensation expense in its consolidated statements of operations for all share-based awards. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense is reduced to account for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For stock options granted in 2013 and 2012, the compensation expense is based on the grant date fair value estimated in accordance with the provisions of ASC 718. | ||||||||||||||
The following table summarizes our share-based compensation expense (in thousands): | ||||||||||||||
Three Months Ended March 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Share-based compensation expense | $ | (60 | ) | $ | 39 | |||||||||
Stock Option Grants - In 2012, Former EveryWare adopted the EveryWare Global, Inc. 2012 Stock Option Plan (the “2012 Plan”). The provisions of the 2012 Plan allow the awarding of nonqualified stock options on our common stock to key employees and directors. Shares of Former EveryWare’s nonvoting common stock authorized and issued under the 2012 Plan were converted to equivalent shares of our common stock as a result of the Business Combination. The aggregate number of options on our common stock that may be granted under the 2012 Plan may not exceed 1,354,993 shares. In 2012, options to acquire 583,635 shares of nonvoting common stock were issued to certain senior executives and members of the Board of Directors. Of these, 233,454 are subject to non-performance time vesting conditions (time vested) and 350,181 are subject to performance vesting conditions. | ||||||||||||||
Time vesting options vest ratably and become exercisable over a period of five years from the date of grant; however, time vesting options will accelerate and vest and become exercisable upon the consummation of certain change of control transactions. Performance vesting options vest on the achievement of certain net investment return thresholds of Former EveryWare stockholders and become exercisable only upon the achievement of these investment return thresholds and the consummation of certain change of control transactions. The Business Combination did not result in a change in control with regard to the time vested or performance options. Each of the options expires 10 years after its date of grant. | ||||||||||||||
In 2013, we adopted the EveryWare Global, Inc. 2013 Omnibus Incentive Compensation Plan (the “2013 Plan”). The provisions of the 2013 Plan allow the awarding of a variety of stock award types to our employees and directors of the Company. The aggregate number of options of our common stock that may be granted under the 2013 Plan may not exceed 870,000 shares. During 2013, there were grants of 352,674 of stock options. All option grants have an exercise price equal to the fair market value of the underlying stock on the grant date. All of the options issued are subject to time vesting conditions and vest ratably and become exercisable over a period of five years from the date of grant. Each of the options expires 10 years after its date of grant. Options granted under the 2013 Plan are not subject to accelerated vesting and do not become exercisable upon the consummation of any change of control transaction. There were no performance based options issued in 2013 under the 2013 Plan. | ||||||||||||||
A summary of the status of our Non-Performance stock options as of March 31, 2014 and changes during the three month period ending March 31, 2014 are presented below: | ||||||||||||||
Non-Performance Stock Options | Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (000’s) | ||||||||||
Outstanding at December 31, 2013 | 568,516 | $ | 9.15 | 9.3 | $ | 476 | ||||||||
Granted | — | — | 0 | — | ||||||||||
Exercised | — | — | 0 | — | ||||||||||
Forfeited | (333,953 | ) | 8.63 | 0 | — | |||||||||
Outstanding at March 31, 2014 | 234,563 | $ | 9.93 | 9 | $ | — | ||||||||
Exercisable at March 31, 2014 | 38,041 | $ | 11.93 | 9 | $ | — | ||||||||
Nonvested at December 31, 2014, expected to vest | 196,522 | $ | 9.57 | 8.3 | $ | — | ||||||||
A summary of the changes for our Performance stock options for the period ended as follows: | ||||||||||||||
Performance Stock Options | March 31, 2014 | December 31, 2013 | ||||||||||||
Balance — Beginning of the year | 333,921 | 350,181 | ||||||||||||
Granted | — | — | ||||||||||||
Vested | — | — | ||||||||||||
Forefeited | (288,613 | ) | (16,260 | ) | ||||||||||
Balance — March 31, 2014 | 45,308 | 333,921 | ||||||||||||
As of March 31, 2014, the total unrecognized compensation cost related to non-vested options granted was $1.3 million for the non-performance options and $0.1 million for the performance options. For the three months ended March 31, 2014, compensation income recorded was $0.2 million related to the non-performance options and compensation expense recorded was $0.0 million related to the performance options. | ||||||||||||||
Restricted Stock Awards - Restricted stock is a grant of shares of common stock that may not be sold, encumbered or disposed of, and that may be forfeited in the event of certain terminations of employment prior to the end of a restricted period set by the compensation committee of the board of directors. A participant granted restricted stock generally has all of the rights of a stockholder, unless the compensation committee determines otherwise. | ||||||||||||||
In 2013, we awarded 28,911 shares of common stock to nonemployee members of our Board of Directors under the 2013 Plan with a grant date fair value of $0.2 million. The total compensation expense relating to awards of restricted stock was $0.2 million for the year ended December 31, 2013. In 2014, we awarded 45,739 shares of common stock to nonemployee members of our Board of Directors under the 2013 plan with a grant date fair value of $0.4 million. The compensation expense relating to awards of restricted stock was $0.1 million as of March 31, 2014. | ||||||||||||||
Shares can no longer be issued under the 2012 Plan. As of March 31, 2014, a total of 590,992 shares were available from the 870,000 shares authorized for award under our 2013 Plan, including cumulative forfeitures. | ||||||||||||||
Repurchase of Common Stock - We did not repurchase any of our common stock during 2014. |
Comprehensive_Income_Loss
Comprehensive Income (Loss) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||
Comprehensive Income (Loss) | ' | |||||||||||||||
Comprehensive Income (Loss) | ||||||||||||||||
Comprehensive income (loss), in addition to net income (loss), includes as income or loss the following items, which if present are included in the equity section of the balance sheet: unrealized gains and losses on certain investments in debt and equity securities; foreign currency translation; gains and losses on derivative instruments designated as cash flow hedges; and pension and post-retirement liability adjustments. We disclose comprehensive loss in the consolidated statements of stockholders’ deficit. The following table summarizes the changes in accumulated other comprehensive loss for the three months ended March 31, 2014 (in thousands): | ||||||||||||||||
Foreign Currency Translation | Pension and Other Post-retirement Benefit Plans | Natural Gas Hedges | Total Accumulated Other Comprehensive Loss | |||||||||||||
Balance at December 31, 2013 | $ | (1,072 | ) | $ | 2,757 | $ | 42 | $ | 1,727 | |||||||
Other comprehensive income (loss) before reclassifications | (56 | ) | — | 48 | (8 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive loss | — | — | (17 | ) | (17 | ) | ||||||||||
Net period change | (56 | ) | — | 31 | (25 | ) | ||||||||||
Tax effect | — | — | — | — | ||||||||||||
Balance at March 31, 2014 | $ | (1,128 | ) | $ | 2,757 | $ | 73 | $ | 1,702 | |||||||
Amounts reclassified from accumulated in other comprehensive loss to (loss) earnings during the three months ended March 31, 2014 and 2013 were as follows (in thousands): | ||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Natural gas hedge | ||||||||||||||||
Net (gain) loss reclassified to earnings | $ | (17 | ) | $ | (294 | ) | ||||||||||
Total before tax | (17 | ) | (294 | ) | ||||||||||||
Tax provision (benefit) | — | (301 | ) | |||||||||||||
Net of Tax | $ | (17 | ) | $ | (595 | ) | ||||||||||
We recognize net periodic pension cost, which includes amortization of net actuarial gains and losses, in selling, distribution and administrative expense and cost of sales, depending on the functional area of the underlying employees included in the plans. | ||||||||||||||||
Our derivative instruments primarily include foreign currency forward agreements related to certain forecasted inventory purchases from suppliers and usage of natural gas in production of finished goods. We recognize the realized gains and losses on derivative instruments in the same line item as the hedged transaction, cost of sales, or other (income) and expense. |
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Segment Reporting and Geographic Locations | ' | |||||||||||
Segment Reporting | ||||||||||||
We operate our business in four segments: consumer, foodservice, specialty and international. The international segment includes all countries in which we operate other than the U.S. and Canada. | ||||||||||||
• | Consumer: Our consumer segment provides a broad array of tabletop, food preparation, and pantry products at a variety of price points to retail customers, primarily under the Anchor Hocking® and ONEIDA® brands and through licensing arrangements. Sales in our consumer segment are made to mass merchants, discount retailers, specialty stores, department stores, and grocery stores, as well as to consumers through our e-commerce site. We believe our consumer customers select us based on our breadth of category assortment, innovative products, brand recognition strength, consistent quality, and reliable service. | |||||||||||
• | Foodservice: Our foodservice segment provides flatware, dinnerware, beverageware, barware, hollowware, and banquetware to the foodservice industry. Sales in our foodservice segment are made to equipment and supply dealers, broadline distributors, hotels, casinos, and chain restaurants, as well as airlines and cruiselines. We believe our foodservice customers rely on our broad product portfolio, superior design and innovation, reliable service, and brand recognition strength. | |||||||||||
• | Specialty: Our specialty segment offers glassware products to candle and floral wholesalers, direct sellers, industrial lighting manufacturers and distillers, and distributors of premium spirits. We offer a variety of accessories for taper, pillar, votive and tealite candles, and floral vases in a broad range of styles, patterns, and colors. We also sell customized spirit bottles to domestic and international premium spirit distillers. We believe our specialty customers select us because of our reliability, operating flexibility and unique manufacturing capabilities, design and innovation, and strong customer service. | |||||||||||
• | International: Our international segment serves customers in over 65 countries outside the U.S. and Canada, including customers in the European Union, Latin America, the Caribbean, Africa, the Middle East, and Asia. Our international segment includes all product categories in the consumer and foodservice markets in the countries in which we operate. We sell both our U.S. and United Kingdom manufactured glassware and bakeware and our sourced flatware, dinnerware, barware, hollowware, and banquetware internationally. We primarily market our products internationally under the Viners®, Anchor Hocking®, Sant’ Andrea®, Mermaid®, George Wilkinson®, Great British Bakeware®, Longlife®, Ana Maria Braga®, W.A. Rogers®, and ONEIDA® brands. | |||||||||||
We evaluate the performance of our segments based on revenue, and measure segment performance based upon segment (loss) income before taxes before unallocated manufacturing costs, unallocated selling, distribution, and administrative costs, other expense (income) and interest expense (“segment contribution”). Given the nature of our operations, we do not categorize and manage assets by reportable segment but rather on a company-wide level. | ||||||||||||
The following table presents our segment information (in thousands): | ||||||||||||
Three Months Ended March 31, | ||||||||||||
2014 | 2013 | |||||||||||
Revenues | % | Revenues | % | |||||||||
Net revenue | ||||||||||||
Consumer | $ | 32,587 | 34.4 | % | $ | 34,744 | 34.9 | % | ||||
Foodservice | 25,326 | 26.7 | % | 30,779 | 31 | % | ||||||
Specialty | 23,150 | 24.4 | % | 23,402 | 23.6 | % | ||||||
International | 12,183 | 12.8 | % | 8,806 | 8.9 | % | ||||||
Total segment net revenue | 93,246 | 98.3 | % | 97,731 | 98.4 | % | ||||||
License fees | 1,596 | 1.7 | % | 1,609 | 1.6 | % | ||||||
Total revenue | $ | 94,842 | 100 | % | $ | 99,340 | 100 | % | ||||
Segment contribution before unallocated costs | ||||||||||||
Consumer | $ | 4,209 | 12.9 | % | $ | 3,422 | 9.8 | % | ||||
Foodservice | 5,947 | 23.5 | % | 7,816 | 25.4 | % | ||||||
Specialty | 3,195 | 13.8 | % | 3,090 | 13.2 | % | ||||||
International | 133 | 1.1 | % | 719 | 8.2 | % | ||||||
Total segment contribution | $ | 13,484 | $ | 15,047 | ||||||||
Less: | ||||||||||||
Unallocated manufacturing costs | 8,488 | (1,803 | ) | |||||||||
Unallocated selling, distribution and administrative expense | 17,152 | 11,543 | ||||||||||
Other (income) expense | (15 | ) | 69 | |||||||||
Interest expense | 5,561 | 4,139 | ||||||||||
(Loss) income before taxes | $ | (17,702 | ) | $ | 1,099 | |||||||
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
As part of our efforts to conserve cash and reduce glassware inventory, we intend to temporarily shut down our two U.S. manufacturing facilities while serving customer demand out of existing inventory as well as through purchased product. The shut down is expected to commence on or about May 15, 2014, and last for approximately 3 to 4 weeks, although certain operations may commence sooner and overall timing is dependent on numerous business factors including our ability to resolve our liquidity issues in the short term. During the shut down, certain employees will be furloughed without pay. As noted, we intend to continue to market and sell our products during this temporary closure and furlough. |
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | |||||||||||||||||||||||||||||||
The fair values of our assets and liabilities measured on a recurring basis are categorized as follows (in thousands): | ||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Asset (liability): | Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
Natural gas futures | $ | 98 | $ | — | $ | 98 | $ | — | $ | 67 | $ | — | $ | 67 | $ | — | ||||||||||||||||
Schedule of Notional Amounts of Outstanding Derivative Positions | ' | |||||||||||||||||||||||||||||||
The following table summarizes the notional amount of our open natural gas futures (in thousands): | ||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
U.S. $ Equivalent | U.S. Equivalent Fair Value | U.S. $ Equivalent | U.S. Equivalent Fair Value | |||||||||||||||||||||||||||||
Natural gas futures | $ | 4,503 | $ | 4,601 | $ | 6,580 | $ | 6,647 | ||||||||||||||||||||||||
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | ' | |||||||||||||||||||||||||||||||
The following table summarizes the fair value and presentation in the consolidated balance sheets for derivatives designated as accounting hedges (in thousands): | ||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments | Balance Sheet | Assets | Liabilities | Assets | Liabilities | |||||||||||||||||||||||||||
Location | ||||||||||||||||||||||||||||||||
Natural gas futures | Other current assets | $ | 98 | $ | — | $ | 67 | $ | — | |||||||||||||||||||||||
$ | 98 | $ | — | $ | 67 | $ | — | |||||||||||||||||||||||||
Derivative Instrument, Gain (Loss) | ' | |||||||||||||||||||||||||||||||
The following table summarizes the effect of derivative instruments on the consolidated statements of income for derivatives designated as accounting hedges and those that are not (in thousands). See Note 14 for additional information about reclassifications out of Accumulated Other Comprehensive Income: | ||||||||||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||||||||||
Amount of Gain or (Loss) | Amount of Gain or (Loss) | |||||||||||||||||||||||||||||||
Recognized in OCI on | Location of Gain or (Loss) | Reclassified from OCI | ||||||||||||||||||||||||||||||
Derivatives | Reclassified from OCI | into Income | ||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments | (Effective Portion) | into Income | (Effective Portion) | |||||||||||||||||||||||||||||
2014 | 2013 | (Effective Portion) | 2014 | 2013 | ||||||||||||||||||||||||||||
Natural gas futures | $ | 48 | $ | 783 | Cost of Revenues | $ | 17 | $ | (802 | ) | ||||||||||||||||||||||
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Summary of Business Combination and Common Stock Shares Issued and Outstanding | ' | ||||||||
The number of shares of common stock issued and outstanding immediately following the consummation of the Business Combination is summarized as follows: | |||||||||
Number of Shares | |||||||||
ROI public shares outstanding prior to business combination | 7,500,000 | ||||||||
ROI founder shares | 1,885,000 | ||||||||
Total ROI shares outstanding prior to business combination | 9,385,000 | ||||||||
Less: redemption of ROI public shares | (4,679,627 | ) | |||||||
Total ROI shares outstanding immediately prior to the effective date of the business combination | 4,705,373 | ||||||||
Common shares issues as consideration to members of Former EveryWare | 15,690,000 | ||||||||
Common shares issued to sponsor of ROI | 1,650,000 | ||||||||
Total common shares outstanding at closing, May 21, 2013 | 22,045,373 | ||||||||
Summary of Earnout Shares | ' | ||||||||
Vesting Triggered at $11.00 | Vesting Triggered at $12.50 | Vesting Triggered at $15.00 | |||||||
Former EveryWare stockholders | 1,000,000 | 1,250,000 | 1,250,000 | ||||||
Sponsors of ROI | — | 267,380 | 284,091 | ||||||
Total Earnout Shares | 1,000,000 | 1,517,380 | 1,534,091 | ||||||
Cash Flows Related to Business Combination | ' | ||||||||
The cash flows related to the Business Combination, are summarized as follows (in thousands): | |||||||||
2013 | |||||||||
Cash in trust at ROI | $ | 75,173 | |||||||
Add: proceeds from issuance of shares | 16,500 | ||||||||
Less: redemption of ROI public shares | (46,741 | ) | |||||||
Less: payment to warrant holders | (5,838 | ) | |||||||
Net cash received in the Business Combination | $ | 39,094 | |||||||
Restructuring_Activities_Table
Restructuring Activities (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||||||||||||||||||
Restructuring and Related Costs | ' | |||||||||||||||||||||||||||||||
A summary of the restructuring liability included in accrued liabilities within our consolidated balance sheet is as follows (in thousands): | ||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Unoccupied Space | Facility Closing | Metalrax Employee Costs | Total | Unoccupied Space | Facility Closing | Metalrax Employee Costs | Total | |||||||||||||||||||||||||
Costs | Costs | |||||||||||||||||||||||||||||||
Balance - Beginning of the period | $ | — | $ | 81 | $ | — | $ | 81 | $ | 176 | $ | 251 | $ | — | $ | 427 | ||||||||||||||||
Provisions | — | 96 | — | 96 | (164 | ) | 241 | 213 | 290 | |||||||||||||||||||||||
Utilizations | — | (44 | ) | — | (44 | ) | (12 | ) | (411 | ) | (213 | ) | (636 | ) | ||||||||||||||||||
Currency | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Balance - End of the period | $ | — | $ | 133 | $ | — | $ | 133 | $ | — | $ | 81 | $ | — | $ | 81 | ||||||||||||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventories | ' | ||||||||
Inventories consisted of the following (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 5,420 | $ | 4,669 | |||||
Work in progress | 16,188 | 21,341 | |||||||
Finished goods and in-transit | 108,190 | 104,664 | |||||||
Total | 129,798 | 130,674 | |||||||
Less reserves | (4,859 | ) | (4,201 | ) | |||||
Total inventory, net | $ | 124,939 | $ | 126,473 | |||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Intangible Assets and Goodwill | ' | |||||||||||||||
Our goodwill and intangible assets were comprised of the following (in thousands): | ||||||||||||||||
March 31, 2014 | ||||||||||||||||
Weighted-Average Amortization Period | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
Goodwill | Indefinite | $ | 8,559 | $ | — | $ | 8,559 | |||||||||
Other intangible assets: | ||||||||||||||||
Oneida/Viners/Metalrax trademark/tradenames | Indefinite | $ | 21,957 | $ | — | $ | 21,957 | |||||||||
Other trademarks/tradenames | 9.2 years | 1,857 | (497 | ) | 1,360 | |||||||||||
Tradename licenses | 7.5 years | 21,985 | (7,435 | ) | 14,550 | |||||||||||
Customer relationships | 13.1 years | 12,229 | (2,293 | ) | 9,936 | |||||||||||
Technology | 14 years | 126 | (57 | ) | 69 | |||||||||||
$ | 58,154 | $ | (10,282 | ) | $ | 47,872 | ||||||||||
December 31, 2013 | ||||||||||||||||
Weighted-Average Amortization Period | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
Goodwill | Indefinite | $ | 8,559 | $ | — | $ | 8,559 | |||||||||
Other intangible assets: | ||||||||||||||||
Oneida and Viners trademark/tradenames | Indefinite | $ | 21,948 | $ | — | $ | 21,948 | |||||||||
Other trademarks/tradenames | 9.2 years | 1,856 | (422 | ) | 1,434 | |||||||||||
Tradename licenses | 7.5 years | 21,985 | (6,695 | ) | 15,290 | |||||||||||
Customer relationships | 13.1 years | 12,229 | (2,059 | ) | 10,170 | |||||||||||
Technology | 14 years | 126 | (55 | ) | 71 | |||||||||||
$ | 58,144 | $ | (9,231 | ) | $ | 48,913 | ||||||||||
Schedule of Goodwill | ' | |||||||||||||||
The changes in the carrying amounts of goodwill for the three months ended March 31 are as follows (in thousands): | ||||||||||||||||
Consumer | Foodservice | International | Total | |||||||||||||
Balance - December 31, 2013 | $ | 3,110 | $ | 4,796 | $ | 653 | $ | 8,559 | ||||||||
Additional acquisitions recorded | — | — | — | — | ||||||||||||
Currency translation adjustment | — | — | — | — | ||||||||||||
Balance - March 31, 2014 | $ | 3,110 | $ | 4,796 | $ | 653 | $ | 8,559 | ||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Summary of Long-Term Debt | ' | ||||||||
The following table is a summary of our debt outstanding (in thousands): | |||||||||
Short-Term Debt Instrument | Interest Rate | Maturity Date | March 31, 2014 | December 31, 2013 | |||||
U.K. short term borrowing | Variable | Annual renewal | $ | 6,958 | $ | 7,802 | |||
Long-Term Debt Instrument Classified as Current at March 31, 2014 | Interest Rate | Maturity Date | March 31, 2014 | December 31, 2013 | |||||
Term Loan | Variable | May 21, 2020 | $ | 248,123 | $ | 248,750 | |||
ABL Facility | Variable | May 21, 2018 | 35,294 | 15,635 | |||||
Note payable - PBGC | 4.50% | December 31, 2015 | 600 | 900 | |||||
Capitalized leases | Various Fixed | 107 | 171 | ||||||
Total Long-Term Debt | 284,124 | 265,456 | |||||||
Less: Current Portion | (284,124 | ) | (2,972 | ) | |||||
Long-Term Debt | $ | — | $ | 262,484 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Effective Income Tax Rate Reconciliation | ' | |||||||
The following table summarizes our provision for income taxes and the related effective tax rates: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Loss before income taxes | $ | (17,702 | ) | $ | 1,099 | |||
Income tax expense (benefit) | 20,674 | 902 | ||||||
Effective tax rate | -116.8 | % | 82.1 | % |
Employee_Benefit_Plans_Tables
Employee Benefit Plans (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Pension Plan | ' | |||||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ' | |||||||||||||||||||||||
Net Periodic Pension Cost for Non Qualified Defined Pension Plans | ' | |||||||||||||||||||||||
The components of net periodic benefit cost are as follows (in thousands): | ||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
Pension Benefits - Qualified Plans | Pension Benefits - | |||||||||||||||||||||||
U.S. Plans | Non-U.S. Plans | Non-qualified Plans | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Service cost | $ | — | $ | — | $ | 3 | $ | 3 | $ | — | $ | — | ||||||||||||
Interest cost | 290 | 277 | 54 | 54 | 103 | 104 | ||||||||||||||||||
Expected return on plan assets | (371 | ) | (339 | ) | (119 | ) | (87 | ) | — | — | ||||||||||||||
Net periodic benefit cost | (81 | ) | (62 | ) | (62 | ) | (30 | ) | 103 | 104 | ||||||||||||||
Net benefit cost | $ | (81 | ) | $ | (62 | ) | $ | (62 | ) | $ | (30 | ) | $ | 103 | $ | 104 | ||||||||
Other Postretirement Benefit Plan | ' | |||||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ' | |||||||||||||||||||||||
Net Periodic Pension Cost for Non Qualified Defined Pension Plans | ' | |||||||||||||||||||||||
The components of net periodic benefit cost are as follows (in thousands): | ||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
Other Post-retirement Benefit Plans | ||||||||||||||||||||||||
U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Service cost | $ | 7 | $ | 7 | $ | — | $ | — | ||||||||||||||||
Interest cost | 6 | 5 | — | 3 | ||||||||||||||||||||
Expected return on plan assets | — | — | — | — | ||||||||||||||||||||
Recognized actuarial (gain) loss | (8 | ) | (7 | ) | — | 2 | ||||||||||||||||||
Net periodic benefit cost | 5 | 5 | — | 5 | ||||||||||||||||||||
Net benefit cost | $ | 5 | $ | 5 | $ | — | $ | 5 | ||||||||||||||||
Stockholders_Equity_Deficit_Ta
Stockholders' Equity (Deficit) (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Equity [Abstract] | ' | |||||||
Computation of Basic and Diluted Earnings Per Share | ' | |||||||
Diluted earnings per share for the three months ended March 31, 2014 and 2013, include the effects of potential common shares consisting of common stock issuable upon exercise of outstanding stock options and warrants when dilutive (in thousands, except per share amounts): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Net (loss) income attributable to common stockholders — basic and diluted | $ | (38,339 | ) | $ | 197 | |||
Weighted average number of common shares outstanding | 20,548 | 12,190 | ||||||
Dilutive effect of outstanding stock options and warrants after application of the treasury stock method | — | — | ||||||
Dilutive shares outstanding | 20,548 | 12,190 | ||||||
Basic (loss) earnings per share attributable to common stockholders | $ | (1.87 | ) | $ | 0.02 | |||
Diluted (loss) earnings per share attributable to common stockholders | $ | (1.87 | ) | $ | 0.02 | |||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Share-based Compensation Expense | ' | |||||||||||||
The following table summarizes our share-based compensation expense (in thousands): | ||||||||||||||
Three Months Ended March 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Share-based compensation expense | $ | (60 | ) | $ | 39 | |||||||||
Schedule of Share-based Compensation, Stock Options, Activity | ' | |||||||||||||
A summary of the status of our Non-Performance stock options as of March 31, 2014 and changes during the three month period ending March 31, 2014 are presented below: | ||||||||||||||
Non-Performance Stock Options | Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (000’s) | ||||||||||
Outstanding at December 31, 2013 | 568,516 | $ | 9.15 | 9.3 | $ | 476 | ||||||||
Granted | — | — | 0 | — | ||||||||||
Exercised | — | — | 0 | — | ||||||||||
Forfeited | (333,953 | ) | 8.63 | 0 | — | |||||||||
Outstanding at March 31, 2014 | 234,563 | $ | 9.93 | 9 | $ | — | ||||||||
Exercisable at March 31, 2014 | 38,041 | $ | 11.93 | 9 | $ | — | ||||||||
Nonvested at December 31, 2014, expected to vest | 196,522 | $ | 9.57 | 8.3 | $ | — | ||||||||
A summary of the changes for our Performance stock options for the period ended as follows: | ||||||||||||||
Performance Stock Options | March 31, 2014 | December 31, 2013 | ||||||||||||
Balance — Beginning of the year | 333,921 | 350,181 | ||||||||||||
Granted | — | — | ||||||||||||
Vested | — | — | ||||||||||||
Forefeited | (288,613 | ) | (16,260 | ) | ||||||||||
Balance — March 31, 2014 | 45,308 | 333,921 | ||||||||||||
Comprehensive_Income_Loss_Tabl
Comprehensive Income (Loss) (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | ' | |||||||||||||||
The following table summarizes the changes in accumulated other comprehensive loss for the three months ended March 31, 2014 (in thousands): | ||||||||||||||||
Foreign Currency Translation | Pension and Other Post-retirement Benefit Plans | Natural Gas Hedges | Total Accumulated Other Comprehensive Loss | |||||||||||||
Balance at December 31, 2013 | $ | (1,072 | ) | $ | 2,757 | $ | 42 | $ | 1,727 | |||||||
Other comprehensive income (loss) before reclassifications | (56 | ) | — | 48 | (8 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive loss | — | — | (17 | ) | (17 | ) | ||||||||||
Net period change | (56 | ) | — | 31 | (25 | ) | ||||||||||
Tax effect | — | — | — | — | ||||||||||||
Balance at March 31, 2014 | $ | (1,128 | ) | $ | 2,757 | $ | 73 | $ | 1,702 | |||||||
Reclassification out of Accumulated Other Comprehensive Income | ' | |||||||||||||||
Amounts reclassified from accumulated in other comprehensive loss to (loss) earnings during the three months ended March 31, 2014 and 2013 were as follows (in thousands): | ||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Natural gas hedge | ||||||||||||||||
Net (gain) loss reclassified to earnings | $ | (17 | ) | $ | (294 | ) | ||||||||||
Total before tax | (17 | ) | (294 | ) | ||||||||||||
Tax provision (benefit) | — | (301 | ) | |||||||||||||
Net of Tax | $ | (17 | ) | $ | (595 | ) |
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Operating Information for Reportable Segments | ' | |||||||||||
The following table presents our segment information (in thousands): | ||||||||||||
Three Months Ended March 31, | ||||||||||||
2014 | 2013 | |||||||||||
Revenues | % | Revenues | % | |||||||||
Net revenue | ||||||||||||
Consumer | $ | 32,587 | 34.4 | % | $ | 34,744 | 34.9 | % | ||||
Foodservice | 25,326 | 26.7 | % | 30,779 | 31 | % | ||||||
Specialty | 23,150 | 24.4 | % | 23,402 | 23.6 | % | ||||||
International | 12,183 | 12.8 | % | 8,806 | 8.9 | % | ||||||
Total segment net revenue | 93,246 | 98.3 | % | 97,731 | 98.4 | % | ||||||
License fees | 1,596 | 1.7 | % | 1,609 | 1.6 | % | ||||||
Total revenue | $ | 94,842 | 100 | % | $ | 99,340 | 100 | % | ||||
Segment contribution before unallocated costs | ||||||||||||
Consumer | $ | 4,209 | 12.9 | % | $ | 3,422 | 9.8 | % | ||||
Foodservice | 5,947 | 23.5 | % | 7,816 | 25.4 | % | ||||||
Specialty | 3,195 | 13.8 | % | 3,090 | 13.2 | % | ||||||
International | 133 | 1.1 | % | 719 | 8.2 | % | ||||||
Total segment contribution | $ | 13,484 | $ | 15,047 | ||||||||
Less: | ||||||||||||
Unallocated manufacturing costs | 8,488 | (1,803 | ) | |||||||||
Unallocated selling, distribution and administrative expense | 17,152 | 11,543 | ||||||||||
Other (income) expense | (15 | ) | 69 | |||||||||
Interest expense | 5,561 | 4,139 | ||||||||||
(Loss) income before taxes | $ | (17,702 | ) | $ | 1,099 | |||||||
Basis_of_Presentation_Basis_of
Basis of Presentation Basis of Presentation (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | 21-May-13 | Mar. 31, 2014 | Mar. 31, 2014 |
Term Loan | Term Loan | Term Loan | Monomoy Funds | ABL Facility | |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Maximum borrowing capacity | $248,123,000 | $248,750,000 | $250,000,000 | ' | ' |
Number of business days subsequent to financial statements for company to cure covenant violation | ' | ' | ' | ' | '10 days |
Maximum aggregate purchase price under equity commitment letter | ' | ' | ' | $12,000,000 | ' |
Fair_Value_Measurement_Assets_
Fair Value Measurement - Assets (Liabilities) Measured on Recurring Basis (Details) (Natural gas futures, Recurring, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Asset (liabilities) at fair value | $98 | $67 |
Level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Asset (liabilities) at fair value | 0 | 0 |
Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Asset (liabilities) at fair value | 98 | 67 |
Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Asset (liabilities) at fair value | $0 | $0 |
Fair_Value_Measurement_Fair_Va
Fair Value Measurement Fair Value Measurement - Notional Amounts (Details) (Natural gas futures, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Natural gas futures | ' | ' |
Derivative [Line Items] | ' | ' |
U.S. dollar equivalent | $4,503 | $6,580 |
U.S. dollar equivalent, fair value | $4,601 | $6,647 |
Fair_Value_Measurement_Balance
Fair Value Measurement - Balance Sheet Location (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Derivative asset | $98 | $67 |
Derivative liability | 0 | 0 |
Other current assets | Designated as Hedging Instrument | Natural gas futures | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Derivative asset | 98 | 67 |
Derivative liability | $0 | $0 |
Fair_Value_Measurement_Consoli
Fair Value Measurement - Consolidated Statements of Income (Details) (Designated as Hedging Instrument, Natural gas futures, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Amount of Gain of (Loss) Recognized in OCI on Derivatives (Effective Portion) | $48 | $783 |
Cost of Revenues | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Amount of Gain or (Loss) Reclassified from OCI into Income (Effective Portion) | $17 | ($802) |
Business_Combination_Additiona
Business Combination - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | 21-May-13 | Dec. 31, 2013 | Jan. 02, 2012 | 21-May-13 | 21-May-13 | Sep. 30, 2013 | 21-May-13 | 21-May-13 | 20-May-13 | 20-May-13 | 20-May-13 | Sep. 16, 2013 | 21-May-13 | Sep. 30, 2013 | 21-May-13 | 21-May-13 | Jun. 18, 2013 | Sep. 30, 2013 | 21-May-13 | 21-May-13 | 21-May-13 | Sep. 30, 2013 | 21-May-13 | 21-May-13 | 21-May-13 | 21-May-13 | Sep. 30, 2013 | 21-May-13 |
Business Combination | Business Combination | Business Combination | Business Combination | Business Combination | Business Combination | Business Combination | Business Combination | Business Combination | Business Combination | Business Combination | Business Combination | Business Combination | Business Combination | Business Combination | Business Combination | Metalrax Housewares Limited | Metalrax Housewares Limited | $11.00 | $11.00 | $11.00 | $11.00 | $11.00 | $12.50 | $12.50 | $12.50 | $12.50 | $12.50 | |||
day | Sponsors | Publicly Owned | Sponsor | Sponsor | ROI Acquisition Corp | ROI Acquisition Corp | ROI Acquisition Corp | ROI Acquisition Corp | EveryWare Brasil | Everyware | Everyware | Everyware | Everyware | Sponsor | Everyware | Business Combination | Business Combination | Business Combination | Sponsor | Everyware | Business Combination | Business Combination | Business Combination | |||||||
Publicly Owned | Founders | Sponsor | Former Parent | Everyware | Everyware | |||||||||||||||||||||||||
Business Combination Allocation of Purchase Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination common stock redemption | ' | ' | 4,679,627 | ' | ' | ' | ' | ' | ' | 4,679,627 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption of ROI public shares | ' | ' | $46,700,000 | $46,741,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration paid in cash | ' | ' | 90,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, contingent consideration, shares issuable | ' | ' | 12,190,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,650,000 | 15,690,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination potential share forfeiture | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership owned | ' | ' | ' | ' | ' | 16.00% | 12.80% | ' | ' | ' | ' | ' | ' | ' | 71.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares outstanding | 20,551,626 | 20,540,193 | 22,045,373 | ' | 12,190,000 | ' | ' | ' | ' | 4,705,373 | 9,385,000 | 7,500,000 | 1,885,000 | ' | 22,045,373 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants exercisable for common shares | 5,838,334 | ' | 5,838,334 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock earnout shares to be vested | ' | ' | ' | ' | ' | ' | ' | ' | 551,471 | ' | ' | ' | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of trading days in period required to meet vesting threshold | ' | ' | 20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of total trading days in eligible vesting period | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock price to trigger vesting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11 | $11 | ' | ' | ' | $12.50 | $12.50 |
Earnout shares | ' | ' | ' | ' | ' | ' | ' | 267,380 | ' | ' | ' | ' | ' | ' | ' | 2,250,000 | ' | ' | ' | ' | 0 | 1,000,000 | 1,000,000 | ' | ' | 267,380 | 1,250,000 | 1,517,380 | ' | ' |
Cash received from acquisition | ' | ' | 39,100,000 | 39,094,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from debt incurred in connection with business combination | ' | ' | 69,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Merger related expenses | ' | ' | 19,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition transaction cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on bargain purchase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling ownership percentage by parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling ownership percentage by noncontrolling partner | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business_Combinations_Shares_o
Business Combinations - Shares of Common Stock Issued and Outstanding (Details) | Mar. 31, 2014 | Dec. 31, 2013 | 21-May-13 | Jan. 02, 2012 | 21-May-13 | 20-May-13 | 21-May-13 | 20-May-13 | 20-May-13 | 21-May-13 | 21-May-13 |
Business Combination | Business Combination | ROI Acquisition Corp | ROI Acquisition Corp | Everyware | Publicly Owned | Founders | Former Parent | Sponsor | |||
Business Combination | Business Combination | Business Combination | ROI Acquisition Corp | ROI Acquisition Corp | Everyware | Everyware | |||||
Business Combination | Business Combination | Business Combination | Business Combination | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares outstanding | 20,551,626 | 20,540,193 | 22,045,373 | 12,190,000 | 4,705,373 | 9,385,000 | 22,045,373 | 7,500,000 | 1,885,000 | ' | ' |
Less: redemption of ROI public shares | ' | ' | -4,679,627 | ' | -4,679,627 | ' | ' | ' | ' | ' | ' |
Common stock shares issued | ' | ' | 12,190,000 | ' | ' | ' | ' | ' | ' | 15,690,000 | 1,650,000 |
Business_Combinations_Summary_
Business Combinations - Summary of Earnout Shares (Details) (USD $) | 0 Months Ended | 3 Months Ended |
21-May-13 | Sep. 30, 2013 | |
Everyware | Business Combination | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Earnout shares | ' | 2,250,000 |
$11.00 | Business Combination | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Earnout shares | 1,000,000 | ' |
Stock price to trigger vesting | ' | $11 |
$11.00 | Sponsor | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Earnout shares | 0 | ' |
$11.00 | Everyware | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Earnout shares | 1,000,000 | ' |
$11.00 | Everyware | Business Combination | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Stock price to trigger vesting | 11 | ' |
$12.50 | Business Combination | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Earnout shares | 1,517,380 | ' |
Stock price to trigger vesting | ' | $12.50 |
$12.50 | Sponsor | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Earnout shares | 267,380 | ' |
$12.50 | Everyware | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Earnout shares | 1,250,000 | ' |
$12.50 | Everyware | Business Combination | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Stock price to trigger vesting | 12.5 | ' |
$15.00 | Business Combination | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Earnout shares | 1,534,091 | ' |
$15.00 | Sponsor | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Earnout shares | 284,091 | ' |
$15.00 | Everyware | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Earnout shares | 1,250,000 | ' |
$15.00 | Everyware | Business Combination | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Stock price to trigger vesting | 15 | ' |
Business_Combinations_Cash_Flo
Business Combinations - Cash Flows Related to Business Combination (Details) (Business Combination, USD $) | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | 21-May-13 | Dec. 31, 2013 |
Business Combination | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Cash in trust at ROI | ' | $75,173 |
Add: proceeds from issuance of shares | ' | 16,500 |
Less: redemption of ROI public shares | -46,700 | -46,741 |
Less: payment to warrant holders | ' | -5,838 |
Net cash received in the Business Combination | $39,100 | $39,094 |
Restructuring_Activities_Detai
Restructuring Activities (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring expense | $96 | $0 | ' |
Restructuring Charges, Including Accrual Adjustment | 96 | ' | 290 |
Unoccupied Space | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring expense | ' | ' | 200 |
Restructuring Charges, Including Accrual Adjustment | 0 | ' | -164 |
Facility Closing and Metalrax Employee Costs | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring expense | ' | ' | $500 |
Restructuring_Activities_Restr
Restructuring Activities - Restructuring Liability (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Restructuring Reserve [Roll Forward] | ' | ' |
Balance - Beginning of the year | $81 | $427 |
Provisions | 96 | 290 |
Utilizations | -44 | -636 |
Currency | 0 | 0 |
Balance - End of the year | 133 | 81 |
Unoccupied Space | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Balance - Beginning of the year | 0 | 176 |
Provisions | 0 | -164 |
Utilizations | 0 | -12 |
Currency | 0 | 0 |
Balance - End of the year | 0 | 0 |
Facility Closing Costs | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Balance - Beginning of the year | 81 | 251 |
Provisions | 96 | 241 |
Utilizations | -44 | -411 |
Currency | 0 | 0 |
Balance - End of the year | 133 | 81 |
Metalrax Employee Costs | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Balance - Beginning of the year | 0 | 0 |
Provisions | 0 | 213 |
Utilizations | 0 | -213 |
Currency | 0 | 0 |
Balance - End of the year | $0 | $0 |
Inventories_Detail
Inventories (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $5,420 | $4,669 |
Work in progress | 16,188 | 21,341 |
Finished goods and in-transit | 108,190 | 104,664 |
Total | 129,798 | 130,674 |
Less reserves | -4,859 | -4,201 |
Total inventory, net | $124,939 | $126,473 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Amortization of intangible assets | $1.10 | $1 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Goodwill [Line Items] | ' | ' |
Goodwill | $8,559 | $8,559 |
Accumulated Amortization | -10,282 | -9,231 |
Intangible Assets, Gross (Excluding Goodwill) | 58,154 | 58,144 |
Intangible Assets, Net (Excluding Goodwill) | 47,872 | 48,913 |
Other trademarks/tradenames | ' | ' |
Goodwill [Line Items] | ' | ' |
Gross Carrying Amount | 1,857 | 1,856 |
Accumulated Amortization | -497 | -422 |
Total | 1,360 | 1,434 |
Finite-Lived Intangible Asset, Useful Life | '9 years 2 months | '9 years 2 months |
Tradename licenses | ' | ' |
Goodwill [Line Items] | ' | ' |
Gross Carrying Amount | 21,985 | 21,985 |
Accumulated Amortization | -7,435 | -6,695 |
Total | 14,550 | 15,290 |
Finite-Lived Intangible Asset, Useful Life | '7 years 6 months | '7 years 6 months |
Customer relationships | ' | ' |
Goodwill [Line Items] | ' | ' |
Gross Carrying Amount | 12,229 | 12,229 |
Accumulated Amortization | -2,293 | -2,059 |
Total | 9,936 | 10,170 |
Finite-Lived Intangible Asset, Useful Life | '13 years 1 month | '13 years 1 month |
Technology | ' | ' |
Goodwill [Line Items] | ' | ' |
Gross Carrying Amount | 126 | 126 |
Accumulated Amortization | -57 | -55 |
Total | 69 | 71 |
Finite-Lived Intangible Asset, Useful Life | '14 years | '14 years |
Oneida and Viners Trademark/Tradenames [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $21,957 | $21,948 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Rollfoward of Goodwill (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Goodwill [Roll Forward] | ' |
Goodwill, Beginning Balance | $8,559 |
Additional acquisitions recorded | 0 |
Currency translation adjustment | 0 |
Goodwill, Ending Balance | 8,559 |
Consumer | ' |
Goodwill [Roll Forward] | ' |
Goodwill, Beginning Balance | 3,110 |
Additional acquisitions recorded | 0 |
Currency translation adjustment | 0 |
Goodwill, Ending Balance | 3,110 |
Foodservice | ' |
Goodwill [Roll Forward] | ' |
Goodwill, Beginning Balance | 4,796 |
Additional acquisitions recorded | 0 |
Currency translation adjustment | 0 |
Goodwill, Ending Balance | 4,796 |
International | ' |
Goodwill [Roll Forward] | ' |
Goodwill, Beginning Balance | 653 |
Additional acquisitions recorded | 0 |
Currency translation adjustment | 0 |
Goodwill, Ending Balance | $653 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | ||||
In Millions, unless otherwise specified | Mar. 09, 2013 | Oct. 02, 2013 | Oct. 16, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
Monaca Pennsylvania | Lancaster Ohio | United Steelworkers | Buffalo New York | Oneida New York | |
Commitments and Contingencies Disclosure | ' | ' | ' | ' | ' |
Accrued liability | ' | ' | ' | $0.50 | $0.60 |
Collective Bargaining Agreement Period | '5 years | '3 years | '3 years | ' | ' |
Debt_Additional_Information_De
Debt - Additional Information (Detail) | 3 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||||||||||
Mar. 31, 2014 | 21-May-13 | 21-May-13 | 21-May-13 | Mar. 31, 2014 | 21-May-13 | 21-May-13 | 21-May-13 | 21-May-13 | 21-May-13 | 21-May-13 | 21-May-13 | Oct. 28, 2013 | 21-May-13 | 21-May-13 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | 21-May-13 | 21-May-13 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | 21-May-13 | 21-May-13 | Mar. 31, 2014 | Sep. 15, 2006 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | 14-May-14 | |
USD ($) | Letter Of Credit Sublimit | Swingline Subfacility | Old Term Loan | Old Term Loan | Old Term Loan | Old Term Loan | Old Term Loan | Old Term Loan | Old Term Loan | Old Term Loan | Old Term Loan | ABL Credit Facility | ABL Credit Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | Term Loan | Term Loan | Term Loan | Old Term Loan | Old ABL Facility | Note payable - PBGC | Note payable - PBGC | Note payable - PBGC | U.K. short term borrowing | ABL Facility | Monomoy Funds | Subsequent Event | |
glass_furnace | USD ($) | USD ($) | USD ($) | USD ($) | Minimum | Federal Funds Effective Rate | One Month Eurodollar Rate Plus Index Based Loans | Eurodollar | Eurodollar | Base Rate | Quarterly installments beginning September 30, 2013 | USD ($) | USD ($) | USD ($) | USD ($) | Maximum | Base Rate | Federal Funds Rate | Libor Rate | Libor Rate | USD ($) | USD ($) | USD ($) | USD ($) | Revolving Credit Facility | USD ($) | USD ($) | GBP (£) | USD ($) | ABL Credit Facility | |||
Minimum | USD ($) | USD ($) | USD ($) | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | $20,000,000 | $5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $55,000,000 | $50,000,000 | ' | ' | $6,900,000 | ' | ' | ' | ' | $248,123,000 | $248,750,000 | $250,000,000 | $150,000,000 | $85,000,000 | ' | ' | ' | £ 7,000,000 | ' | ' | ' |
Term loan, maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21-May-20 | ' | ' | ' | ' | ' | 31-Dec-15 | ' | ' | 21-May-18 | ' | ' |
Term loan outstanding, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional borrowing capacity | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,125,000 |
Maximum leverage ratio | ' | ' | ' | 3.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest on facility plus Barclays Bank base rate | ' | ' | ' | ' | ' | ' | 0.50% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | 2.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% | ' | ' | ' | ' | ' |
Rate floor of Eurodollar interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 6.25% | ' | 5.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized deferred financing fees | ' | ' | ' | 8,600,000 | 7,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write off amount associated with debt refinanced | ' | ' | ' | 6,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage of credit facility available for Swlingline | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in line of credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding letters of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ABL facility blended interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.24% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Base rate margin | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum fixed charge coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of business days subsequent to financial statements for company to cure covenant violation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum aggregate purchase price under equity commitment letter | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' |
Amount of equity needed to cure loan default | 18,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of glass furnaces shut down | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory note issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' |
Term of debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' |
Note payable - PBGC | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $600,000 | $900,000 | ' | ' | ' | ' |
Debt_Summary_of_LongTerm_Debt_
Debt - Summary of Long-Term Debt (Details) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | 21-May-13 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
USD ($) | USD ($) | U.K. short term borrowing | U.K. short term borrowing | U.K. short term borrowing | Term Loan | Term Loan | Term Loan | ABL Facility | ABL Facility | Note payable - PBGC | Note payable - PBGC | Capitalized leases | Capitalized leases | |
USD ($) | GBP (£) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rates descriptions | ' | ' | 'Variable | 'Variable | ' | 'Variable | ' | ' | 'Variable | ' | ' | ' | 'Various Fixed | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% | ' | ' | ' |
Maturity date | ' | ' | 'Annual renewal | 'Annual renewal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date | ' | ' | ' | ' | ' | 21-May-20 | ' | ' | 21-May-18 | ' | 31-Dec-15 | ' | ' | ' |
Short-term debt | $6,958,000 | $7,802,000 | $6,958,000 | ' | $7,802,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | 7,000,000 | ' | 248,123,000 | 248,750,000 | 250,000,000 | ' | ' | ' | ' | ' | ' |
Revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | 35,294,000 | 15,635,000 | ' | ' | ' | ' |
Notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | 900,000 | ' | ' |
Capital lease obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 107,000 | 171,000 |
Total Long-Term Debt | ' | ' | 284,124,000 | ' | 265,456,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less: Current Portion | ' | ' | -284,124,000 | ' | -2,972,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-Term Debt | ' | ' | $0 | ' | $262,484,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Effective tax rate | -116.80% | 82.10% |
Statutory effective rate | 34.00% | ' |
Deferred tax assets valuation allowance | $20.70 | ' |
Deferred tax liability associated with indefinite long-lived intangibles | $10.20 | ' |
Income_Taxes_Provision_for_Inc
Income Taxes - Provision for Income Taxes (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Loss before income taxes | ($17,702) | $1,099 |
Income tax expense (benefit) | $20,674 | $902 |
Effective tax rate | -116.80% | 82.10% |
Employee_Benefit_Plans_Additio
Employee Benefit Plans - Additional Information (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
unfunded_plan | |
Postemployment Benefits [Abstract] | ' |
Number of Unfunded Plans | 2 |
Expected Future Benefit Payments, Next Twelve Months | $2 |
Employee_Benefit_Plans_Net_Per
Employee Benefit Plans - Net Periodic Pension Cost for Qualified Defined Pension Plan (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
U.S. Plans | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Service cost | $0 | $0 |
Interest cost | 290 | 277 |
Expected return on plan assets | -371 | -339 |
Net periodic benefit cost | -81 | -62 |
Net benefit cost | -81 | -62 |
Non-U.S. Plans | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Service cost | 3 | 3 |
Interest cost | 54 | 54 |
Expected return on plan assets | -119 | -87 |
Net periodic benefit cost | -62 | -30 |
Net benefit cost | -62 | -30 |
Non Qualified Pension Plan | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Service cost | 0 | 0 |
Interest cost | 103 | 104 |
Expected return on plan assets | 0 | 0 |
Net periodic benefit cost | 103 | 104 |
Net benefit cost | $103 | $104 |
Employee_Benefit_Plans_Net_Per1
Employee Benefit Plans - Net Periodic Benefit Costs (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
U.S. Plans | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Service cost | $7 | $7 |
Interest cost | 6 | 5 |
Expected return on plan assets | 0 | 0 |
Recognized actuarial (gain) loss | -8 | -7 |
Net periodic benefit cost | 5 | 5 |
Net benefit cost | 5 | 5 |
Non-U.S. Plans | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Service cost | 0 | 0 |
Interest cost | 0 | 3 |
Expected return on plan assets | 0 | 0 |
Recognized actuarial (gain) loss | 0 | 2 |
Net periodic benefit cost | 0 | 5 |
Net benefit cost | $0 | $5 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Equity Option | Warrant | Employee Stock Option | Warrant | Everyware | Sponsor | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' |
Common stock, par value (in usd per share) | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' |
Shares outstanding | 20,551,626 | 20,540,193 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' |
Preferred stock, par value (in usd per share) | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding (in shares) | 0 | 0 | ' | ' | ' | ' | ' | ' |
Shares excluded for basic per share calculation | ' | ' | 234,563 | 5,838,334 | ' | ' | 1,250,000 | 284,091 |
Common Stock, Capital Shares Reserved for Future Issuance | ' | ' | ' | ' | 234,563 | 5,838,334 | ' | ' |
Warrants issued | 11,676,667 | ' | ' | ' | ' | ' | ' | ' |
Shares issuable for warrants exercised | 5,838,334 | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants (in usd per share) | $12 | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Deficit_Co
Stockholders' Equity (Deficit) - Components of Earnings Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Equity [Abstract] | ' | ' |
Net loss attributable to common stockholders - basic and diluted | ($38,339) | $197 |
Weighted average number of common shares outstanding (shares) | 20,548 | 12,190 |
Dilutive effect of outstanding stock options and restricted stock grants after application of the treasury stock method (shares) | 0 | 0 |
Dilutive shares outstanding (shares) | 20,548 | 12,190 |
Basic loss per share attributable to common stockholders (in usd per share) | ($1.87) | $0.02 |
Diluted loss per share attributable to common stockholders (in usd per share) | ($1.87) | $0.02 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Non-Performance Stock Options | Performance Stock Options | Performance Stock Options | Restricted Stock | Restricted Stock | 2012 Plan | 2012 Plan | 2012 Plan | 2012 Plan | 2013 Plan | 2013 Plan | 2013 Plan | 2013 Plan | |||
Employee Stock Option | Employee Stock Option | Time Based Option Award | Performance Based Awards | Employee Stock Option | Restricted Stock | Restricted Stock | |||||||||
Maximum | |||||||||||||||
Share Based Compensation Arrangements By Share Based Payment Award Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate number of options that may be granted | ' | ' | ' | ' | ' | ' | ' | ' | 1,354,993 | ' | ' | ' | 870,000 | 870,000 | ' |
Stock options granted | ' | ' | 0 | 0 | 0 | ' | ' | 583,635 | ' | 233,454 | 350,181 | 352,674 | ' | ' | ' |
Options vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | '5 years | ' | ' |
Options exercisable period after grant | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | '10 years | ' | ' |
Compensation costs not yet recognized | ' | ' | $1,300,000 | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | -60,000 | 39,000 | 200,000 | 0 | ' | 100,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued to members of board of directors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,739 | 28,911 |
Fair value of number of shares issued to members of board of directors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $400,000 | $200,000 |
Number of shares available for grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 590,992 | ' |
ShareBased_Compensation_ShareB
Share-Based Compensation - Share-Based Compensation Expense (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' |
Share-based compensation expense | ($60) | $39 |
ShareBased_Compensation_NonPer
Share-Based Compensation - Non-Performance Activity (Details) (Non-Performance Stock Options, USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Non-Performance Stock Options | ' | ' |
Options (000's) | ' | ' |
Outstanding at Beginning of Year | 568,516 | ' |
Stock options granted | 0 | ' |
Exercised | 0 | ' |
Forefeited | -333,953 | ' |
Outstanding at End of Year | 234,563 | 568,516 |
Exercisable | 38,041 | ' |
Nonvested, expected to vest | 196,522 | ' |
Weighted-Average Exercise Price (in dollars per share) | ' | ' |
Outstanding at the beginning of period | $9.15 | ' |
Granted | $0 | ' |
Exercised | $0 | ' |
Forfeited | $8.63 | ' |
Outstanding at the end of period | $9.93 | $9.15 |
Exercisable | $11.93 | ' |
Nonvested, expected to vest | $9.57 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ' | ' |
Weighted-Average Remaining Contractual Life, Beginning of Year (Years) | '9 years | '9 years 3 months 18 days |
Weighted-Average Remaining Contractual Life, End of Year (Years) | '9 years | '9 years 3 months 18 days |
Exercisable, weighted average remaining contractual term | '9 years | ' |
Nonvested, expected to vest | '8 years 3 months | ' |
Aggregate Intrinsic Value, Beginning of Year (000's) | $0 | $476 |
Aggregate Intrinsic Value, End of Year (000's) | 0 | 476 |
Exercisable, intrinsic value | $0 | ' |
ShareBased_Compensation_Perfor
Share-Based Compensation - Performance Activity (Details) (Performance Stock Options) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Performance Stock Options | ' | ' |
Options (000's) | ' | ' |
Outstanding at Beginning of Year | 333,921 | 350,181 |
Granted | 0 | 0 |
Vested | 0 | 0 |
Forefeited | -288,613 | -16,260 |
Outstanding at End of Year | 45,308 | 333,921 |
Comprehensive_Income_Loss_Deta
Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' |
Balance at December 31, 2013 | $1,727 |
Other comprehensive income (loss) before reclassifications | -8 |
Amounts reclassified from accumulated other comprehensive loss | -17 |
Net period change | -25 |
Tax effect | 0 |
Balance at March 31, 2014 | 1,702 |
Foreign Currency Translation | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' |
Balance at December 31, 2013 | -1,072 |
Other comprehensive income (loss) before reclassifications | -56 |
Amounts reclassified from accumulated other comprehensive loss | 0 |
Net period change | -56 |
Tax effect | 0 |
Balance at March 31, 2014 | -1,128 |
Pension and Other Post-retirement Benefit Plans | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' |
Balance at December 31, 2013 | 2,757 |
Other comprehensive income (loss) before reclassifications | 0 |
Amounts reclassified from accumulated other comprehensive loss | 0 |
Net period change | 0 |
Tax effect | 0 |
Balance at March 31, 2014 | 2,757 |
Natural Gas Hedges | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' |
Balance at December 31, 2013 | 42 |
Other comprehensive income (loss) before reclassifications | 48 |
Amounts reclassified from accumulated other comprehensive loss | -17 |
Net period change | 31 |
Tax effect | 0 |
Balance at March 31, 2014 | $73 |
Comprehensive_Income_Loss_Comp
Comprehensive Income (Loss) Comprehensive Income (Loss) - Amounts Recognized in Other Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Tax provision (benefit) | ($20,674) | ($902) |
Reclassification out of Accumulated Other Comprehensive Income | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Amounts reclassified from accumulated other comprehensive loss | -17 | -294 |
Tax provision (benefit) | 0 | -301 |
Net of Tax | -17 | -595 |
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Amounts reclassified from accumulated other comprehensive loss | ($17) | ($294) |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
segment | ||
Segment Reporting Information [Line Items] | ' | ' |
Number of operating segments | 4 | ' |
Net revenue | $93,246 | $97,731 |
License fees | 1,596 | 1,609 |
Total revenue | 94,842 | 99,340 |
Unallocated manufacturing costs | 8,488 | -1,803 |
Unallocated selling, distribution and administrative expense | 17,152 | 11,543 |
Other (income) expense, net | -15 | 69 |
Interest expense | 5,561 | 4,139 |
Loss before income taxes | -17,702 | 1,099 |
Revenue | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of Revenues | 100.00% | 100.00% |
Operating Segments | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net revenue | 93,246 | 97,731 |
Segment contribution before unallocated costs | 13,484 | 15,047 |
Operating Segments | Revenue | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of Revenues | 98.30% | 98.40% |
License fees | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
License fees | 1,596 | 1,609 |
License fees | Revenue | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of Revenues | 1.70% | 1.60% |
Consumer | Operating Segments | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net revenue | 32,587 | 34,744 |
Segment contribution before unallocated costs | 4,209 | 3,422 |
Consumer | Operating Segments | Revenue | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of Revenues | 34.40% | 34.90% |
Consumer | Operating Segments | Sales Revenue, Contribution Before Unallocated Costs | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of Revenues | 12.90% | 9.80% |
Foodservice | Operating Segments | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net revenue | 25,326 | 30,779 |
Segment contribution before unallocated costs | 5,947 | 7,816 |
Foodservice | Operating Segments | Revenue | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of Revenues | 26.70% | 31.00% |
Foodservice | Operating Segments | Sales Revenue, Contribution Before Unallocated Costs | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of Revenues | 23.50% | 25.40% |
Specialty | Operating Segments | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net revenue | 23,150 | 23,402 |
Segment contribution before unallocated costs | 3,195 | 3,090 |
Specialty | Operating Segments | Revenue | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of Revenues | 24.40% | 23.60% |
Specialty | Operating Segments | Sales Revenue, Contribution Before Unallocated Costs | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of Revenues | 13.80% | 13.20% |
International | Operating Segments | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net revenue | 12,183 | 8,806 |
Segment contribution before unallocated costs | $133 | $719 |
International | Operating Segments | Revenue | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of Revenues | 12.80% | 8.90% |
International | Operating Segments | Sales Revenue, Contribution Before Unallocated Costs | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of Revenues | 1.10% | 8.20% |
International | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Number of countries in which entity operates (greater than) | 65 | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event) | 1 Months Ended |
14-May-14 | |
UNITED STATES | ' |
Subsequent Event [Line Items] | ' |
Number of facilities closed | 2 |
Minimum | ' |
Subsequent Event [Line Items] | ' |
Period of Shutdown | '21 days |
Maximum | ' |
Subsequent Event [Line Items] | ' |
Period of Shutdown | '28 days |