Document and Entity Information
| Document and Entity Information - shares | 9 Months Ended | |
| Sep. 30, 2018 | Oct. 19, 2018 | |
| Document And Entity Information [Abstract] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Sep. 30, 2018 | |
| Document Fiscal Year Focus | 2,018 | |
| Document Fiscal Period Focus | Q3 | |
| Trading Symbol | ESND | |
| Entity Registrant Name | ESSENDANT INC | |
| Entity Central Index Key | 355,999 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Filer Category | Large Accelerated Filer | |
| Entity Small Business | false | |
| Entity Emerging Growth Company | false | |
| Entity Common Stock, Shares Outstanding | 37,641,832 |
CONDENSED CONSOLIDATED BALANCE
| CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
| Current assets: | ||
| Cash and cash equivalents | $ 31,305 | $ 28,802 |
| Accounts receivable, less allowance for doubtful accounts of $14,774 in 2018 and $17,102 in 2017 | 668,038 | 619,200 |
| Inventories | 752,599 | 821,683 |
| Other current assets | 52,882 | 43,044 |
| Total current assets | 1,504,824 | 1,512,729 |
| Property, plant and equipment, net | 128,975 | 132,793 |
| Intangible assets, net | 66,899 | 73,441 |
| Goodwill | 13,099 | 13,153 |
| Other long-term assets | 77,268 | 42,134 |
| Total assets | 1,791,065 | 1,774,250 |
| Current liabilities: | ||
| Accounts payable | 546,875 | 500,883 |
| Accrued liabilities | 213,767 | 189,916 |
| Current maturities of long-term debt | 7,632 | 6,079 |
| Total current liabilities | 768,274 | 696,878 |
| Deferred income taxes | 1,082 | 1,192 |
| Long-term debt | 512,316 | 492,044 |
| Other long-term liabilities | 76,226 | 89,222 |
| Total liabilities | 1,357,898 | 1,279,336 |
| Stockholders’ equity: | ||
| Common stock, $0.10 par value; authorized - 100,000,000 shares, issued - 74,435,628 shares in 2018 and 2017 | 7,444 | 7,444 |
| Additional paid-in capital | 417,383 | 412,987 |
| Treasury stock, at cost – 36,792,213 shares in 2018 and 36,811,366 shares in 2017 | (1,092,315) | (1,093,813) |
| Retained earnings | 1,147,169 | 1,219,309 |
| Accumulated other comprehensive loss | (46,514) | (51,013) |
| Total stockholders’ equity | 433,167 | 494,914 |
| Total liabilities and stockholders’ equity | $ 1,791,065 | $ 1,774,250 |
CONDENSED CONSOLIDATED BALANC_2
| CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
| Statement Of Financial Position [Abstract] | ||
| Accounts receivable, allowance for doubtful accounts | $ 14,774 | $ 17,102 |
| Common stock, par value | $ 0.10 | $ 0.10 |
| Common stock, authorized | 100,000,000 | 100,000,000 |
| Common stock, issued | 74,435,628 | 74,435,628 |
| Treasury stock, shares | 36,792,213 | 36,811,366 |
CONDENSED CONSOLIDATED STATEMEN
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
| Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
| Net sales | $ 1,294,530 | $ 1,308,979 | $ 3,788,907 | $ 3,839,018 | |
| Cost of goods sold | 1,113,251 | 1,100,000 | 3,313,246 | 3,300,000 | |
| Gross profit | 181,279 | 475,661 | |||
| Operating expenses: | |||||
| Warehousing, marketing and administrative expenses | 173,957 | 496,076 | |||
| Restructuring charges | 3,967 | 26,047 | |||
| Impairment of goodwill | 285,166 | ||||
| Operating income (loss) | 3,355 | (46,462) | |||
| Interest and other expense, net | 8,678 | 25,751 | |||
| Loss before income taxes | (5,323) | (89,000) | (72,213) | (272,400) | |
| Income tax benefit | (828) | (7,100) | (16,181) | (6,900) | |
| Net loss | $ (4,495) | $ (81,938) | $ (56,032) | $ (265,434) | |
| Net loss per share - basic: | $ (0.12) | $ (2.23) | $ (1.52) | $ (7.23) | |
| Average number of common shares outstanding - basic | 37,026 | 36,750 | 36,940 | 36,692 | |
| Net loss per share - diluted: | [1] | $ (0.12) | $ (2.23) | $ (1.52) | $ (7.23) |
| Average number of common shares outstanding - diluted | 37,026 | 36,750 | 36,940 | 36,692 | |
| Dividends declared per share | $ 0.14 | $ 0.42 | |||
| Revised [Member] | |||||
| Net sales | [2] | $ 1,308,979 | $ 3,839,018 | ||
| Cost of goods sold | [2] | 1,137,025 | 3,303,832 | ||
| Gross profit | [2] | 171,954 | 535,186 | ||
| Operating expenses: | |||||
| Warehousing, marketing and administrative expenses | [2] | 167,802 | 501,072 | ||
| Impairment of goodwill | [2] | 86,339 | 285,166 | ||
| Operating income (loss) | [2] | (82,187) | (251,052) | ||
| Interest and other expense, net | [2] | 6,840 | 21,325 | ||
| Loss before income taxes | [2] | (89,027) | (272,377) | ||
| Income tax benefit | [2] | (7,089) | (6,943) | ||
| Net loss | [2] | $ (81,938) | $ (265,434) | ||
| Net loss per share - basic: | [2] | $ (2.23) | $ (7.23) | ||
| Average number of common shares outstanding - basic | [2] | 36,750 | 36,692 | ||
| Net loss per share - diluted: | [2] | $ (2.23) | $ (7.23) | ||
| Average number of common shares outstanding - diluted | [2] | 36,750 | 36,692 | ||
| Dividends declared per share | [2] | $ 0.14 | $ 0.42 | ||
| [1] | As a result of the net loss in the three and nine months ended September 30, 2018 and 2017, the effect of potentially dilutive securities would have been anti-dilutive and have been omitted from the calculation of diluted earnings per share. | ||||
| [2] | Revised for the impact of the adoption of a new pension accounting pronouncement (see Note 9 – “Pension and Post-Retirement Benefit Plans”) for further detail. | ||||
CONDENSED CONSOLIDATED STATEM_2
| CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
| Statement Of Income And Comprehensive Income [Abstract] | ||||
| Net (loss) income | $ (4,495) | $ (81,938) | $ (56,032) | $ (265,434) |
| Other comprehensive (loss) income, net of tax | ||||
| Translation adjustments | 651 | 1,303 | (974) | 2,780 |
| Minimum pension liability adjustments | 1,044 | 675 | 3,133 | 2,083 |
| Cash flow hedge adjustments | 364 | (73) | 2,340 | (41) |
| Total other comprehensive income, net of tax | 2,059 | 1,905 | 4,499 | 4,822 |
| Comprehensive income (loss) | $ (2,436) | $ (80,033) | $ (51,533) | $ (260,612) |
CONDENSED CONSOLIDATED STATEM_3
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
| Sep. 30, 2018 | Sep. 30, 2017 | |
| Cash Flows From Operating Activities: | ||
| Net loss | $ (56,032) | $ (265,434) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||
| Depreciation and amortization | 31,412 | 32,567 |
| Share-based compensation | 6,612 | 6,115 |
| Gain on the disposition of property, plant and equipment | (977) | (906) |
| Amortization of capitalized financing costs | 1,101 | 1,065 |
| Deferred income taxes | (11,340) | (15,887) |
| Change in contingent consideration | (700) | (4,457) |
| Impairment of goodwill | 285,166 | |
| Changes in operating assets and liabilities: | ||
| Increase in accounts receivable, net | (49,180) | (10,611) |
| Decrease in inventory | 68,725 | 123,870 |
| Increase in other assets | (10,063) | (1,664) |
| Increase in accounts payable | 45,871 | 60,706 |
| Increase in accrued liabilities | 30,530 | 2,349 |
| Decrease in other liabilities | (9,020) | (7,886) |
| Net cash provided by operating activities | 46,939 | 204,993 |
| Cash Flows From Investing Activities: | ||
| Capital expenditures | (24,414) | (24,509) |
| Proceeds from the disposition of property, plant and equipment | 510 | 46 |
| Investment in independent reseller channel | (22,060) | |
| Net cash used in investing activities | (45,964) | (24,463) |
| Cash Flows From Financing Activities: | ||
| Net borrowing under revolving credit facility | 23,620 | (19,122) |
| Borrowings under Term Loan | 77,600 | |
| Repayments under Term Loan | (4,554) | (3,036) |
| Contingent consideration | (967) | (5,543) |
| Net repayments under Securitization Program | (200,000) | |
| Net disbursements from share-based compensation arrangements | (837) | (1,273) |
| Payment of cash dividends | (15,655) | (15,518) |
| Payment of debt issuance costs | (6,317) | |
| Net cash provided by (used in) financing activities | 1,607 | (173,209) |
| Effect of exchange rate changes on cash and cash equivalents | (79) | 435 |
| Net change in cash and cash equivalents | 2,503 | 7,756 |
| Cash and cash equivalents, beginning of period | 28,802 | 21,329 |
| Cash and cash equivalents, end of period | 31,305 | 29,085 |
| Other Cash Flow Information: | ||
| Income tax payments, net | 1,281 | 23,165 |
| Interest paid | 23,493 | $ 19,187 |
| Non-cash investment | $ 1,560 | |
Basis of Presentation
| Basis of Presentation | 9 Months Ended |
| Sep. 30, 2018 | |
| Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
| Basis of Presentation | 1. Basis of Presentation The accompanying Condensed Consolidated Financial Statements represent Essendant Inc. (“ESND”) with its wholly owned subsidiary Essendant Co. (“ECO”), and ECO’s subsidiaries (collectively, “Essendant” or the “Company”). The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States and include the accounts of ESND and its subsidiaries. All intercompany transactions and balances have been eliminated. The Company operates in a single reportable segment as a leading national distributor of workplace items. The accompanying Condensed Consolidated Financial Statements are unaudited. The Condensed Consolidated Balance Sheet as of December 31, 2017, was derived from the December 31, 2017, audited financial statements. The Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements, prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to such rules and regulations. Accordingly, the reader of this Quarterly Report on Form 10-Q should refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, (the “2017 Form 10-K”) for further information. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of Essendant at September 30, 2018, and the results of operations for the three and nine months ended September 30, 2018 and 2017, and cash flows for the nine months ended September 30, 2018 and 2017. The results of operations for the three and nine months ended September 30, 2018, should not necessarily be taken as indicative of the results of operations that may be expected for the entire year. Pending Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), that requires lessees to recognize right-of-use assets and lease liabilities for all leases other than those that meet the definition of short-term leases. For short-term leases, lessees may elect an accounting policy by class of underlying asset under which these assets and liabilities are not recognized and lease payments are generally recognized over the lease term on a straight-line basis. This standard will be effective for annual periods beginning after December 15, 2018, including interim periods within that reporting period, and early application is permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements and disclosures, but expects the impact to the Company’s consolidated balance sheet to be significant. The Company is in the process of analyzing existing leases and processes to support additional disclosures under the standard. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This update provides guidance concerning the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and expands the ability to apply hedge accounting to financial and nonfinancial risk components. Additionally, the standard eliminates the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The amendments in the standard are effective for annual periods beginning after December 15, 2018, including interim periods within that reporting period with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The standard addresses the “stranded” tax effects resulting from the 2017 Tax Act in accumulated other comprehensive income. The effect of changes in tax laws or rates included in income from continuing operations are unaffected. The standard is effective for annual periods beginning after December 15, 2018, including interim periods within that reporting period with early adoption permitted. Disclosures are required in the period of adoption. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. This standard replaces the incurred loss methodology previously employed to measure credit losses for most financial assets and requires the use of a forward-looking expected loss model. Current accounting delays the recognition of credit losses until it is probable a loss has been incurred, while the update will require financial assets to be measured at amortized costs less a reserve and equal to the net amount expected to be collected. This standard will be effective for annual periods beginning after December 15, 2019, including interim periods within that reporting period, and early application is permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements Inventory Approximately For the nine months ended September 30, 2018, LIFO liquidations resulted in LIFO income of $2.5 million, which was more than offset by LIFO expenses in the three and nine months ended September 30, 2018 of $7.0 million and $18.9 million related to current inflation, for an overall net increase in cost of sales of $7.0 million and $16.4 million, respectively. LIFO liquidations occur when there are decrements of LIFO inventory quantities carried at lower costs in prior years as compared with the cost of current year purchases. |
Revenue Recognition
| Revenue Recognition | 9 Months Ended |
| Sep. 30, 2018 | |
| Revenue From Contract With Customer [Abstract] | |
| Revenue Recognition | 2 . On January 1, 2018, the Company adopted Topic 606 applying the modified retrospective transition method to all contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after December 31, 2017 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The Company recorded a net reduction to beginning retained earnings of $0.4 million as of January 1, 2018 due to the cumulative impact of adopting Topic 606. The impact to revenues for the three and nine-month periods ended September 30, 2018 was immaterial as a result of adopting Topic 606. Nature of Goods and Services The following is a description of principal activities from which the Company generates its revenue. Revenues are recognized when control of the promised goods are transferred to or services are performed for customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Merchandise Sales The Company principally generates revenue from selling workplace products to reseller customers under a contract or by purchase order. The Company’s product offerings may be divided into the following primary categories: (1) janitorial, foodservice and breakroom supplies, including janitorial and sanitation supplies, breakroom items, foodservice consumables, safety and security items and paper and packaging supplies; (2) technology products, including computer accessories and computer hardware items such as printers and other peripherals, imaging supplies and data storage; (3) traditional office products, including writing instruments, business machines, filing and record storage products, presentation products, shipping and mailing supplies, calendars and general office accessories; (4) industrial supplies, including various industrial MRO (maintenance, repair and operations) items, hand and power tools, safety and security supplies, janitorial equipment, oilfield and welding supplies; (5) cut sheet paper products, including copy paper with a wide assortment of styles and types; (6) automotive products, including a broad portfolio of automotive aftermarket tools and equipment; and (7) office furniture, including desks, filing and storage solutions, seating and systems furniture, along with a variety of specialized products for niche markets such as education, government, healthcare and professional services. Control of goods usually transfers to the customer when those goods are shipped. For certain customers, control of goods transfers when those goods are delivered. Merchandise sales are billed daily or monthly. The amount of revenue recognized for merchandise sales is adjusted for expected returns, which are estimated based on historical product return trends and the gross margin associated with those returns; cash discounts, which are estimated based on customer purchases and discount terms and historical payments; and rebates, which are estimated based on sales volume to customers and customer rebate terms. The Company presents this revenue in net sales. Other Revenues The remainder of the Company’s consolidated net sales were generated by advertising, fulfillment and other services. Advertising revenue is generated from the sale of catalogs and other advertising materials to customers over time. The Company also offers fulfillment services including fulfillment of product orders on behalf of the customer and call center support. The Company acts as an agent of the customer and therefore recognizes revenue on a net basis. The Company presents other revenues in net sales. Contracts with Customers Disaggregation of Revenues In accordance with authoritative Generally Accepted Accounting Principles (“GAAP”), the following table disaggregates revenue from contracts with customers into product categories. The Company has determined that disaggregating revenue into these categories provides appropriate disclosure and achieves associated objectives to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company generated 98% of net sales from its operations in the United States in the three and nine months ended September 30, 2018 and 2017. As noted in the Company’s 2017 Form 10-K the Company has one reportable segment. The disaggregated revenue for the three and nine months ended September 30, 2018 and 2017, are as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Product categories: Janitorial, foodservice and breakroom supplies (JanSan products) $ 353,090 $ 353,628 $ 1,028,373 $ 1,049,266 Technology products 317,241 330,825 930,311 956,733 Traditional office products 194,873 209,330 550,313 594,521 Industrial supplies 160,600 143,439 478,846 436,745 Cut sheet paper products 120,123 113,866 355,831 329,658 Automotive products 77,874 75,724 244,254 236,673 Office furniture 64,727 74,430 186,605 216,487 Other revenues 6,002 7,737 14,374 18,935 Total revenue $ 1,294,530 $ 1,308,979 $ 3,788,907 $ 3,839,018 Cost of sales for the three months ended September 30, 2018 and 2017 totaled $1.1 billion, Accounts Receivable and Customer Rebates The Company enters into contracts to sell goods to resellers with credit terms that vary based on the risk of the customer, the volume of transactions and the nature of contractual terms. These credit terms may allow the customer to make payment in arrears, which are adjusted for significant financing components when recorded as an account receivable. The Company also provides certain contract rebates, upfront marketing arrangements, acquisition assistance and other rebates which are intended to incentivize customers to engage in long-term purchase arrangements with the Company. These are either prepaid at contract inception and amortized over the term of the contract or accrued over the contract term. Prepaid customer rebates are included as a component of either “Other current assets” or “Other assets” in the Condensed Consolidated Balance Sheets, while accrued customer rebates are included as a component of “Accrued liabilities” in the Condensed Consolidated Balance Sheets, refer to Note 11 – “Other Assets and Liabilities.” Prepaid customer rebates at September 30, 2018, consisted of amounts to be amortized as a reduction of revenues in the future as follows: Year 2018 $ 5,889 2019 16,028 2020 7,728 2021 5,376 2022 3,343 Thereafter 5,139 Total prepaid customer rebates $ 43,503 Transaction Price Allocated to Remaining Performance Obligations As of September 30, 2018, no revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. This disclosure does not include revenue related to performance obligations that are part of a contract whose original expected duration is one year or less. Performance Obligations At the inception of each contract, the Company assesses the goods and services promised in its contracts and identifies each distinct performance obligations. To identify the performance obligations, the Company considers all goods or services promised regardless of whether they are explicitly stated or implied within the contract or by standard business practices. The Company determined that net merchandise sales to resellers and end-consumers represent performance obligations. This includes the packing and shipping of product through either delivery to the reseller or direct delivery to the end-consumer. Shipping and handling activities performed before the customer obtains control of the goods are not considered promised services under customer contracts and therefore are not distinct performance obligations. The Company has chosen to make an accounting policy election to account for shipping and handling activities that occur after the customer obtains control of the goods as a fulfillment activity, and therefore accrues the expense of shipping and handling in cost of goods sold when merchandise is shipped. Shipping and handling costs billed to customers are part of the contract consideration and recognized at the time control of the promised goods has transferred to the customer. Control of goods generally transfers to the customer when those goods are shipped (FOB-shipping point). When Performance Obligations Are Satisfied For performance obligations related to sales, revenue is recognized when control is transferred. Determining when control transfers requires judgments that affect the timing of revenue recognized. Generally, revenue is recognized at a point in time when shipment occurs from the Company’s warehousing facilities. At this time, the customer is able to direct the use of the product and obtains substantially all of the benefits and risks from the product or service. The Company has a present right to payment at that time, the customer has legal title to the product, and the Company has transferred physical possession. Significant Payment Terms Payment terms for net merchandise sales, fulfillment services and other services are dependent on the agreed upon contractual repayment terms of the customer. Typically, these vary based on the size of the customer and its risk profile to the Company. Some customers receive discounts based on the contractual terms wherein early payment reduces the net payment amount. Conversely, for some customers the Company provides enhanced payment terms which can extend up to and in excess of one year from invoicing. In some instances, these enhanced terms represent a significant financing component with an assumption of implicit interest. These amounts were immaterial in the period of adoption. Given the Company’s reliance on customer rebates and discounts of the selling price of net sales, the Company notes that many of the contracts contain variable consideration payable to the customer that is recognized when the underlying revenue associated with the rebate and discount is recognized. Customer rebates and discounts include volume components, growth components, conversions, promotions, discount programs, and other programs. Estimates for customer rebates and discounts are based on both historical and estimated sales volume and other drivers as dictated by the contract. Changes in estimates of sales volume, product mix, customer mix or sales patterns, or actual results that vary from such estimates may impact future results. Returns and Refunds In the normal course of business, the Company accepts product returns based on certain contractual terms, typically for product expiration dating or damage. The Company estimates reserves for returns and the related refunds to customers based on historical experience of similar products and customers, as applicable. Reserves for returned merchandise are included as a component of “Other current assets” in the Condensed Consolidated Balance Sheets, while refund liabilities are included as a component of “Accrued liabilities.” Practical Expedient Usage and Accounting Policy Elections The Company has determined to utilize the modified retrospective approach which requires cumulative effect adjustment to the opening balance of retained earnings in the current year. This opening adjustment is determined based on the impact of the new revenue standard’s application on contracts that were not completed as of January 1, 2018, the date of initial application of the standard. This election had an immaterial impact on the Company’s financial statements. The Company applies the practical expedient in Accounting Standard Codification (“ASC”) 606-10-65-1(f)(4) and does not retrospectively restate contracts for contract modifications that occurred before the beginning of the earliest reporting period presented. Instead, the Company has aggregated the effect of all modifications that occurred before the earliest reporting period presented. The effect of applying this practical expedient was immaterial. For the Company’s contracts that have an original duration of one year or less, the Company uses the practical expedient in ASC 606-10-32-18 applicable to such contracts and does not consider the time value of money in relation to significant financing components. The effect of applying this practical expedient was immaterial. Per ASC 606-10-25-18B, the Company has elected to account for shipping and handling activities that occur after the customer has obtained control as a fulfillment activity instead of a performance obligation. Furthermore, shipping and handling activities performed before transfer of control of the product also do not constitute a separate and distinct performance obligation. The Company has elected to exclude from the transaction price those amounts which relate to sales and other taxes that are assessed by governmental authorities and that are imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer. The Company applies the practical expedient in ASC 606-10-50-14 and is not required to determine the amount of the transaction price allocated to the remaining performance obligations that have original expected durations of one year or less. The effect of applying this practical expedient was immaterial as the Company has no remaining performance obligations associated with merchandise sales as of December 31, 2017. Applying the practical expedient in ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period would have been one year or less. These costs are included in “Warehouse, marketing and administrative expenses.” The effect of applying this practical expedient was immaterial. |
Share-Based Compensation
| Share-Based Compensation | 9 Months Ended |
| Sep. 30, 2018 | |
| Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
| Share-Based Compensation | 3. Share-Based Compensation During the three months ended September 30, 2018, the Company granted 270,731 RSUs and 29,799 shares of restricted stock, During the nine months ended September 30, 2018, the Company granted 137,095 shares of restricted stock, 316,011 RSUs and 634,778 performance-based units, compared to 335,633 shares of restricted stock and 271,445 RSUs in the same period of 2017. No performance units were granted in the nine months ended September 30, 2017. |
Severance and Restructuring Cha
| Severance and Restructuring Charges | 9 Months Ended |
| Sep. 30, 2018 | |
| Restructuring And Related Activities [Abstract] | |
| Severance and Restructuring Charges | 4. Severance and Restructuring Charges In 2015, the Company commenced two restructuring actions that included workforce reductions, facility closures and actions to reduce costs through management delayering in order to achieve broader functional alignment of the organization (“2015 restructuring action”). The charges associated with this action were included in “Warehousing, marketing and administrative expenses.” This action was substantially completed in 2016. In the first quarter of 2018, the Company launched a restructuring program (“2018 restructuring action”) that will span to mid-2020. It includes facility consolidations totaling an anticipated $23 million to $28 million and workforce reductions totaling an anticipated $7 million to $12 million, or in aggregate an estimated cash cost of $30 million to $40 million over the restructuring period. These amounts are included in restructuring charges in the Condensed Consolidated Statement of Operations in the three and nine months ended September 30, 2018. Product assortment refinement charges have also been incurred and are reflected as additional cost of goods sold in the three and nine months ended September 30, 2018. The reduction in product assortment charges in the three months ended September 30, 2018 was due to better recovery rates than previously estimated. The expenses, cash flows, and liabilities associated with the 2015 and 2018 restructuring actions described above are noted in the following table (in thousands): Expense Cash flow Liabilities For the three months ended September 30, For the nine months ended September 30, For the nine months ended September 30, For the nine months ended September 30, As of September 30, As of December 31, 2018 2018 2018 2017 2018 2017 2018 Actions: Product assortment refinement $ (4,406 ) $ 29,863 - - - - Workforce reduction (163 ) 11,273 4,286 - 6,987 - Facility closure 4,290 15,473 12,730 - 2,257 $ - Total $ 4,127 $ 26,746 $ 17,016 $ - $ 9,244 $ - Fourth Quarter 2015 Actions: Workforce reduction $ (160 ) $ (713 ) $ 203 $ 427 $ - $ 917 First Quarter 2015 Actions: Workforce reduction $ - $ - $ - $ 94 $ 664 $ 664 Total $ (439 ) $ 55,896 $ 17,219 $ 521 $ 9,908 $ 1,581 |
Goodwill and Intangible Assets
| Goodwill and Intangible Assets | 9 Months Ended |
| Sep. 30, 2018 | |
| Goodwill And Intangible Assets Disclosure [Abstract] | |
| Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Due to changes in management structure to allow for sales and operational efficiency, a new Canadian operating segment was created in the first quarter of 2018. This segment includes operations previously included in the Industrial and Automotive segments. The Canadian operating segment does not meet the materiality thresholds for reporting of individual segments and is combined with the other operating segments into one reportable segment. The Company has determined that each of the Company’s goodwill reporting units comprise an operating segment. At September 30, 2018, goodwill balances of the reporting units were $11.1 million at Industrial and $2.0 million at Canada. Acquired intangible assets are initially recorded at their fair market values determined based on quoted market prices in active markets, if available, or recognized valuation models. The Company’s intangible assets have finite useful lives and are amortized on a straight-line basis over their useful lives. The following table summarizes the intangible assets of the Company by major class of intangible asset and the cost, accumulated amortization, net carrying amount, and weighted average life, if applicable (in thousands): September 30, 2018 December 31, 2017 Weighted Weighted Average Average Gross Net Useful Gross Net Useful Carrying Accumulated Carrying Life Carrying Accumulated Carrying Life Amount Amortization Amount (years) Amount Amortization Amount (years) Intangible assets subject to amortization Customer relationships and other intangibles $ 137,844 $ (78,001 ) $ 59,843 16 $ 138,110 $ (72,192 ) $ 65,918 16 Non-compete agreements 4,655 (4,260 ) 395 4 4,659 (4,260 ) 399 4 Trademarks 13,741 (7,080 ) 6,661 14 13,766 (6,642 ) 7,124 14 Total $ 156,240 $ (89,341 ) $ 66,899 $ 156,535 $ (83,094 ) $ 73,441 The following table summarizes the amortization expense to be incurred in 2018 through 2022 on intangible assets (in thousands): Year Amount 2018 $ 8,646 2019 6,948 2020 6,945 2021 6,945 2022 $ 6,891 |
Accumulated Other Comprehensive
| Accumulated Other Comprehensive Loss | 9 Months Ended |
| Sep. 30, 2018 | |
| Equity [Abstract] | |
| Accumulated Other Comprehensive Loss | 6. Accumulated Other Comprehensive Loss The change in Accumulated Other Comprehensive Income (Loss) (“AOCI”) by component, net of tax, for the nine-month period ended September 30, 2018 was as follows (in thousands): Foreign Currency Translation Cash Flow Hedges Defined Benefit Pension Plans Total AOCI, balance as of December 31, 2017 $ (5,933 ) $ (206 ) $ (44,874 ) $ (51,013 ) Other comprehensive (loss) income before reclassifications (974 ) 2,055 - 1,081 Amounts reclassified from AOCI - 285 3,133 3,418 Net other comprehensive (loss) income (974 ) 2,340 3,133 4,499 AOCI, balance as of September 30, 2018 $ (6,907 ) $ 2,134 $ (41,741 ) $ (46,514 ) The following table details the amounts reclassified out of AOCI into the income statement during the three and nine months ended September 30, 2018 Amount Reclassified From AOCI For the Three For the Nine Months Ended Months Ended September 30, September 30, Details About AOCI Components 2018 2018 Realized and unrealized gains (losses) on cash flow hedges Gain on interest rate swap, before tax $ 74 $ 383 Interest and other expense, net (19 ) (98 ) Tax provision $ 55 $ 285 Net of tax Defined benefit pension plan items Amortization of prior service cost and unrecognized loss $ 1,405 $ 4,214 Interest and other expense, net (361 ) (1,081 ) Tax provision 1,044 3,133 Net of tax Total reclassifications for the period, net of tax $ 1,099 $ 3,418 |
Earnings Per Share
| Earnings Per Share | 9 Months Ended |
| Sep. 30, 2018 | |
| Earnings Per Share [Abstract] | |
| Earnings Per Share | 7. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if dilutive securities were exercised into common stock. Stock options, restricted stock, performance unit awards, restricted stock units and deferred stock units are considered dilutive securities. For the three and nine months ended September 30, 2018, 0.1 million shares and in the three and nine months ended September 30, 2017, 0.2 million shares of such securities, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect would be antidilutive. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Numerator: Net loss $ (4,495 ) $ (81,938 ) $ (56,032 ) $ (265,434 ) Denominator: Denominator for basic earnings per share - weighted average shares 37,026 36,750 36,940 36,692 Effect of dilutive securities: Employee stock options and restricted stock - - - - Denominator for diluted earnings per share - Adjusted weighted average shares and the effect of dilutive securities 37,026 36,750 36,940 36,692 Net loss per share: Net loss per share - basic $ (0.12 ) $ (2.23 ) $ (1.52 ) $ (7.23 ) Net loss per share - diluted (1) $ (0.12 ) $ (2.23 ) $ (1.52 ) $ (7.23 ) (1) As a result of the net loss in the three and nine months ended September 30, 2018 and 2017, the effect of potentially dilutive securities would have been anti-dilutive and have been omitted from the calculation of diluted earnings per share. |
Debt
| Debt | 9 Months Ended |
| Sep. 30, 2018 | |
| Debt Disclosure [Abstract] | |
| Debt | 8. Debt Debt consisted of the following amounts (in millions): As of As of September 30, 2018 December 31, 2017 2017 Credit Agreement $ 6.1 $ 6.1 Other current maturities of long term debt 1.6 - Current maturities of long term debt $ 7.6 $ 6.1 Term Loan $ 62.4 $ 67.0 Revolving Credit Facility 205.0 181.3 FILO Facility 100.0 100.0 2013 Note Purchase Agreement 150.0 150.0 Total long-term debt $ 517.4 $ 498.3 Transaction Costs $ (5.1 ) $ (6.3 ) Total Debt $ 519.9 $ 498.1 |
Pension and Post-Retirement Ben
| Pension and Post-Retirement Benefit Plans | 9 Months Ended |
| Sep. 30, 2018 | |
| Compensation And Retirement Disclosure [Abstract] | |
| Pension and Post-Retirement Benefit Plans | 9. Pension and Post-Retirement Benefit Plans The Company maintains pension plans covering certain union and non-union employees. For more information on the Company’s retirement plans, see Note 13 – “Pension Plans and Defined Contribution Plan” to the Company’s Consolidated Financial Statements in the 2017 Form 10-K. In accordance with the adoption of ASU 2017-07, the Company has retrospectively revised the presentation of the non-service components of periodic pension cost to “Interest and other expense, net” in the condensed consolidated statement of operations, while service cost remains in “Warehouse, marketing and administrative expense.” A summary of the effect for periods presented was as follows (in thousands): Three months ended September 30, 2017 Nine months ended September 30, 2017 Condensed consolidated statement of loss As reported As revised Effect of change As reported As revised Effect of change Warehousing, marketing and administrative expenses $ 254,865 $ 254,141 $ (724 ) $ 788,409 $ 786,238 $ (2,171 ) Operating loss (82,911 ) (82,187 ) 724 (253,223 ) (251,052 ) 2,171 Interest and other expense, net 6,116 6,840 724 19,154 21,325 2,171 Loss before income taxes (89,027 ) (89,027 ) - (272,377 ) (272,377 ) - A summary of net periodic pension cost related to the Company’s pension plans for the three and nine months ended September 30, 2018 and 2017, was as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Service cost - benefit earned during the period $ 444 $ 321 $ 1,331 $ 963 Interest cost on projected benefit obligation 1,769 1,862 5,308 5,586 Expected return on plan assets (2,266 ) (2,272 ) (6,797 ) (6,816 ) Amortization of prior service cost 101 72 302 216 Amortization of actuarial loss 1,304 1,062 3,912 3,186 Total non-service cost $ 908 $ 724 $ 2,725 $ 2,172 Net periodic pension cost $ 1,352 $ 1,045 $ 4,056 $ 3,135 The Company made cash contributions of $10.0 million in January 2018 and April 2017, respectively, to its pension plans. Additional contributions, if any, for the remainder of 2018 have not yet been determined. As of September 30, 2018 and December 31, 2017, respectively, the Company had accrued $33.2 million and $43.3 million of pension liability within “Other long-term liabilities” on the Condensed Consolidated Balance Sheets. Defined Contribution Plans The Company has defined contribution plans covering certain salaried associates, non-union hourly paid associates and certain union associates (the “Plans”). The Plans permit associates to defer a portion of their pre-tax and after-tax salary as contributions to the Plans. The Plans also provide for Company-funded discretionary contributions as well as matching associates’ salary deferral contributions at the discretion of the Board of Directors. The Company recorded expenses of $1.9 million and $1.8 million, for the Company match of employee contributions to the Plans for the three months ended September 30, 2018 and 2017, respectively, |
Fair Value Measurements
| Fair Value Measurements | 9 Months Ended |
| Sep. 30, 2018 | |
| Fair Value Disclosures [Abstract] | |
| Fair Value Measurements | 10. Fair Value Measurements The Company measures certain financial assets and liabilities, including foreign exchange hedges and interest rate swaps, at fair value on a recurring basis, based on significant other observable inputs. The fair value of the foreign exchange hedges and the interest rate swaps is determined by using quoted market forward rates (level 2 inputs) and reflects the present value of the amount the Company would pay for contracts involving the same notional amount and maturity date. Accounting guidance on fair value establishes a hierarchy for those instruments measured at fair value which distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). The hierarchy consists of three levels: • Level 1—Quoted market prices in active markets for identical assets or liabilities; • Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable; and • Level 3—Unobservable inputs developed using estimates and assumptions developed by the Company which reflect those that a market participant would use. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each reporting period. The following table summarizes the financial instruments measured at fair value in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 (in thousands): Fair Value Measurements Quoted Market Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total Level 1 Level 2 Level 3 Interest rate swap & foreign exchange hedges: Assets - as of September 30, 2018 $ 2,608 $ - $ 2,608 $ - - as of December 31, 2017 $ 29 $ - $ 29 $ - Liabilities - as of December 31, 2017 $ 638 $ - $ 638 $ - The carrying amount of accounts receivable at September 30, 2018, approximates fair value because of the short-term nature of this item. As of September 30, 2018, no assets or liabilities are measured at fair value on a nonrecurring basis. |
Other Assets and Liabilities
| Other Assets and Liabilities | 9 Months Ended |
| Sep. 30, 2018 | |
| Other Assets And Liabilities [Abstract] | |
| Other Assets and Liabilities | 11. Other Assets and Liabilities Receivables related to supplier allowances totaling $94.6 million and $90.8 million were included in “Accounts receivable” in the Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017, respectively. Current and non-current prepaid customer rebates, net of allowances, were $43.5 million and $40.7 million as of September 30, 2018, and December 31, 2017, respectively, and are included as a component of “Other current assets” and “Other long-term assets”. Accrued customer rebates of $48.0 million and $49.2 million as of September 30, 2018 and December 31, 2017, respectively, were included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets. |
Income Taxes
| Income Taxes | 9 Months Ended |
| Sep. 30, 2018 | |
| Income Tax Disclosure [Abstract] | |
| Income Taxes | 12. Income Taxes The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items. For the three and nine months ended September 30, 2018, the Company recorded an income tax benefit of $0.8 million on pre-tax loss of $5.3 million for an effective tax rate of 15.6% and income tax benefit of $16.2 million on pre-tax loss of $72.2 million for an effective tax rate of 22.4%, respectively. For the three and nine months ended September 30, 2017, the Company recorded income tax benefit of $7.1 million and $6.9 million on pre-tax loss of $89.0 million and $272.4 million, for an effective tax rate of 8.0% and 2.5%, respectively. The Company’s U.S. federal statutory rate is 21.0%. The most significant factor impacting the effective tax rate for the three and nine months ended September 30, 2018, was the discrete impact of equity compensation. The most significant factors impacting the effective tax rate for the three and nine months ended September 30, 2017, were the discrete impacts of equity compensation and the permanent impact of the goodwill impairment charges, respectively The effective tax rate for the three and nine months ended September 30, 2018, also reflects the reduced federal corporate income tax rate as a result of the enactment of the Tax Cuts and Jobs Act (the “Tax Act”) in December 2017. The Company continues to analyze the aspects of the Tax Act which could potentially affect the provisional estimates that were recorded in the year ended December 31, 2017. |
Legal Matters
| Legal Matters | 9 Months Ended |
| Sep. 30, 2018 | |
| Commitments And Contingencies Disclosure [Abstract] | |
| Legal Matters | 13. Legal Matters The Company has been named as a defendant in two lawsuits alleging that the Company sent unsolicited fax advertisements to the named plaintiffs, as well as other persons and entities, in violation of the Telephone Consumer Protection Act of 1991, as amended by the Junk Fax Prevention Act of 2005 (“TCPA”). One lawsuit was initially filed in the United States District Court for the Central District of California on May 1, 2015, and subsequently refiled in the United States District Court for the Northern District of Illinois (the “ND IL”). The other lawsuit was filed in the ND IL on January 14, 2016. The two lawsuits were consolidated for discovery and pre-trial proceedings, and assigned to the same judge. Plaintiffs in both lawsuits seek certification of a class of plaintiffs comprised of persons and entities who allegedly received fax advertisements from the Company. Under the TCPA, recipients of unsolicited fax advertisements can seek damages of $500 per fax for inadvertent violations and up to $1,500 per fax for knowing and willful violations. Other reported TCPA lawsuits have resulted in a broad range of outcomes, with each case being dependent on its own unique set of facts and circumstances. In each lawsuit, the Company has vigorously contested class certification and denied that any violations occurred. On November 3, 2017, the ND IL granted a motion by the Company to deny class certification. The effect of the ruling prevents the formation of a class and limits the two plaintiffs to their individual claims. On November 17, 2017, plaintiffs filed a Petition for Permission to Appeal under Rule 23(f) of the Federal Rules of Civil Procedure (the “Petition”) with the United States Court of Appeals for the 7 th th th th th Litigation of this kind is likely to lead to settlement negotiations, including negotiations prompted by pre-trial civil court procedures. Regardless of whether the lawsuits are resolved at trial or through settlement, the Company believes that a loss associated with resolution of the pending claims is probable. In 2016, the Company recorded a $4.0 million, pre-tax reserve within “Warehousing, marketing and administrative expenses” in the Condensed Consolidated Statement of Operations. During the three months ended March 31, 2017, the Company recorded an additional $6.0 million, pre-tax reserve to reflect events concerning mediation activities and settlement negotiations between the Company and the plaintiffs. At September 30, 2018, the total reserve remains $10.0 million. The Company continues to evaluate its defenses based on its internal review and investigation of prior events, new information and future circumstances. Final disposition of the lawsuits, whether through settlement or through trial, may result in a loss materially in excess of the aggregate recorded amount. However, a range of reasonably possible excess losses is not estimable at this time. In 2017, the Company was named in a class action lawsuit filed by a former employee in the Los Angeles Superior Court. During the second quarter of 2017, the parties finalized a settlement agreement, which was subject to court approval. On May 10, 2018, the court granted the parties’ Motion for Preliminary Approval of the settlement agreement. Notice to the class was issued on May 31, 2018. In consideration of the settlement, in the second quarter of 2017, the Company recorded a $3.0 million pre-tax reserve within “Warehousing, marketing and administrative expenses” in the Condensed Consolidated Statement of Operations. On September 28, 2018, the court entered a Final Approval Order approving the terms of the settlement agreement. On October 5, 2018, the Company funded the settlement and transmitted the gross settlement amount of $3.0 million to the Settlement Administrator. On September 24, 2018, ESND filed its Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the Agreement and Plan of Merger, dated as of September 14, 2018 (the “Merger Agreement”), by and among ESND, Egg Parent Inc. (“Parent”), Egg Merger Sub Inc., a direct wholly owned subsidiary of Parent (“Purchaser”), and Staples, Inc., an affiliate of Parent and Purchaser (“Staples”), pursuant to which, among other things, Purchaser has agreed to acquire ESND through the Offer (as defined below). Subsequent to ESND filing the Schedule 14D-9, various complaints have been filed by purported stockholders of ESND. As of October 23, 2018, ESND had received the following complaints, each filed in the United States District Court for the District of Delaware: Joseph Pietras v. Essendant Inc., et al. Patrick Plumley v. Essendant Inc., et al. Long Nguyen v. Essendant Inc., et al. Michael J Sultan v. Essendant Inc., et al. Plumley On October 10, 2018, ESND was named in a lawsuit filed by Genuine Parts Company (“GPC”) in the Court of Chancery of the State of Delaware in connection with the termination of the Agreement and Plan of Merger, dated as of April 12, 2018 (as amended or supplemented from time to time, the “GPC Merger Agreement”), by and among GPC, Rhino SpinCo, Inc., ESND and Elephant Merger Sub Corp., and the subsequent entry by ESND into the Merger Agreement. In its complaint, GPC alleges that ESND breached the GPC Merger Agreement by, among other things, purportedly (i) encouraging and engaging in ongoing negotiations with Sycamore Partners, the owner of Staples, and terminating the GPC Merger Agreement on the basis of an allegedly inferior proposal by Sycamore Partners; (ii) entering into a confidentiality agreement with Staples that, in GPC’s view, does not contain terms at least as restrictive as those contained in the confidentiality agreement between ESND and GPC; and (iii) failing to exercise its reasonable best efforts to close the merger contemplated by the GPC Merger Agreement. The complaint seeks an award of compensatory damages, pre-judgment and post-judgment interest, and reimbursement of costs and expenses incurred by GPC, including reasonable attorneys’ fees. For more information on the termination of the GPC Merger Agreement and subsequent entry into the Merger Agreement, see Note 15 – “Pending Transaction Activity.” The Company is also involved in other legal proceedings arising in the ordinary course of, or incidental to its business. The Company has established reserves, which are not material, for potential losses that are probable and reasonably estimable that may result from those proceedings. In many cases, however, it is difficult to determine whether a loss is probable or even possible or to estimate the amount or range of potential loss, particularly where proceedings may be in relatively early stages or where plaintiffs are seeking substantial or indeterminate damages. Matters frequently need to be more developed before a loss or range of loss can reasonably be estimated. The Company believes that such ordinary course legal proceedings will be resolved with no material adverse effect upon its financial condition, results of operations or cash flows. |
Independent Reseller Channel In
| Independent Reseller Channel Investments | 9 Months Ended |
| Sep. 30, 2018 | |
| Equity Method Investments And Joint Ventures [Abstract] | |
| Independent Reseller Channel Investments | 14. Independent reseller channel investments The Company invested $23.6 million, including a $1.6 million note, in the nine months of September 30, 2018, respectively, in the independent reseller channel as part of the Company strategy to accelerate sales performance in key channels. The Company recognizes its share of the earnings and losses of its investees in “Interest and other expense, net” in the Condensed Consolidated Statement of Operations and includes the investments in “Other assets” in the Condensed Consolidated Balance Sheet. The carrying value of the investments will be subsequently adjusted to reflect the Company’s share of earnings and losses, other-than-temporary impairments and changes in capital of the investees. |
Pending Transaction Activity
| Pending Transaction Activity | 9 Months Ended |
| Sep. 30, 2018 | |
| Subsequent Events [Abstract] | |
| Pending Transaction Activity | 15. Pending Transaction Activity On April 12, 2018, ESND announced it entered into the GPC Merger Agreement, pursuant to which ESND would combine with GPC’s S.P. Richards Company business in a business combination transaction. A description of the material terms of the GPC Merger Agreement can be found in the Current Report on Form 8-K filed by ESND on April 12, 2018. On September 9, 2018, Parent and Purchaser delivered to ESND a binding offer to acquire all of the outstanding shares of ESND’s common stock, par value $0.10 per share (the “ESND Common Stock”), at a price of $12.80 per share, net to the seller in cash, without interest (the “Offer Price”), subject to any applicable tax deduction or withholding (the “Binding Offer”). On September 10, 2018, ESND notified GPC that ESND had determined that the Binding Offer constituted a “Superior Proposal” under the GPC Merger Agreement. On September 14, 2018, ESND entered into the Merger Agreement with Parent, Purchaser and Staples. The Merger Agreement provides for the merger of Purchaser with and into ESND, with ESND surviving the merger as the surviving corporation (the “Merger”). A description of the material terms of the Merger Agreement can be found in the Current Report on Form 8-K filed by ESND on September 17, 2018. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on September 24, 2018, Purchaser commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of ESND Common Stock at the Offer Price, subject to any applicable tax deduction or withholding. On September 24, 2018, Purchaser, Parent and Staples filed a Tender Offer Statement on Schedule TO with the SEC relating to the Offer, upon the terms and conditions set forth in the Offer to Purchase, dated September 24, 2018, and in the related Letter of Transmittal. Also on September 24, 2018, ESND filed a Solicitation/Recommendation Statement on Schedule 14D-9 recommending that holders of ESND Common Stock accept the Offer and tender their shares in response to the Offer. The Offer was initially scheduled to expire at one minute after 11:59 p.m., New York City time, on October 22, 2018, but has been extended to 5:00 p.m., New York City time, on November 5, 2018. The Offer may be extended further in accordance with the terms of the Merger Agreement. The Merger Agreement provides that, immediately following the acceptance for payment for all ESND Common Stock validly tendered pursuant to the Offer (the “Offer Closing”), the parties to the Merger Agreement will take all necessary and appropriate action to cause the Merger to become effective immediately following the Offer Closing without a stockholders’ meeting in accordance with Section 251(h) of the Delaware General Corporation Law. Upon the effective time of the Merger, each share of ESND Common Stock (except for shares held by Parent, ESND and Purchaser, which will be cancelled and cease to exist, and by stockholders who exercise their appraisal rights under Delaware law) will be converted into the right to receive the Offer Price. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the consummation of the Offer may not be completed until the expiration of a 30 calendar day waiting period, which begins when Parent files a Pre-merger Notification and Report Form under the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”), unless such waiting period is earlier terminated by the FTC and the Antitrust Division. Parent filed a Pre-merger Notification and Report Form under the HSR Act with the FTC and the Antitrust Division in connection with the purchase of shares of ESND Common Stock in the Offer and the Merger on June 1, 2018. Parent received a formal request for additional information or documentary material (referred to as a “Second Request”) prior to the expiration of the HSR Act waiting period, which extends the waiting period with respect to the Offer and the Merger up to 30 calendar days following the date of Parent’s substantial compliance with the Second Request. After that time, absent Parent’s and ESND’s agreement, they can be prevented from closing only by court order. The FTC may terminate the additional 30 calendar day waiting period before its expiration. Consummation of the Offer is subject to customary closing conditions, including, among others, (i) the valid tender of the number of shares of ESND Common Stock that, together with the number of shares of ESND Common Stock owned by Parent, Purchaser or any of their respective affiliates, represents a majority of the outstanding shares of ESND Common Stock and (ii) the expiration or termination of any applicable waiting period under the HSR Act. Additionally, prior to or concurrently with entering into the Merger Agreement on September 14, 2018, ESND delivered to GPC written notice terminating the GPC Merger Agreement, pursuant to Section 9.01(g) of the GPC Merger Agreement in order to enter into the Merger Agreement. In connection with the termination of the GPC Merger Agreement, Parent paid to GPC on behalf of ESND the $12 million termination fee due under the GPC Merger Agreement. The Company expects to incur significant integration and transaction costs in connection with these transactions during the remainder of 2018. Additionally, ESND has been named as a defendant in a lawsuit filed by GPC in connection with the termination of the GPC Merger Agreement and subsequent entry by ESND into the Merger Agreement, and ESND and its current directors have been named as defendants in four lawsuits relating to the Schedule 14D-9. For more information on these lawsuits, see Note 13 – “Legal Matters.” |
Basis of Presentation (Policies
| Basis of Presentation (Policies) | 9 Months Ended |
| Sep. 30, 2018 | |
| Accounting Policies [Abstract] | |
| Consolidation, Policy | The accompanying Condensed Consolidated Financial Statements represent Essendant Inc. (“ESND”) with its wholly owned subsidiary Essendant Co. (“ECO”), and ECO’s subsidiaries (collectively, “Essendant” or the “Company”). The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States and include the accounts of ESND and its subsidiaries. All intercompany transactions and balances have been eliminated. The Company operates in a single reportable segment as a leading national distributor of workplace items. The accompanying Condensed Consolidated Financial Statements are unaudited. The Condensed Consolidated Balance Sheet as of December 31, 2017, was derived from the December 31, 2017, audited financial statements. The Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements, prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to such rules and regulations. Accordingly, the reader of this Quarterly Report on Form 10-Q should refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, (the “2017 Form 10-K”) for further information. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of Essendant at September 30, 2018, and the results of operations for the three and nine months ended September 30, 2018 and 2017, and cash flows for the nine months ended September 30, 2018 and 2017. The results of operations for the three and nine months ended September 30, 2018, should not necessarily be taken as indicative of the results of operations that may be expected for the entire year. |
| Pending Accounting Pronouncements | Pending Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), that requires lessees to recognize right-of-use assets and lease liabilities for all leases other than those that meet the definition of short-term leases. For short-term leases, lessees may elect an accounting policy by class of underlying asset under which these assets and liabilities are not recognized and lease payments are generally recognized over the lease term on a straight-line basis. This standard will be effective for annual periods beginning after December 15, 2018, including interim periods within that reporting period, and early application is permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements and disclosures, but expects the impact to the Company’s consolidated balance sheet to be significant. The Company is in the process of analyzing existing leases and processes to support additional disclosures under the standard. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This update provides guidance concerning the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and expands the ability to apply hedge accounting to financial and nonfinancial risk components. Additionally, the standard eliminates the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The amendments in the standard are effective for annual periods beginning after December 15, 2018, including interim periods within that reporting period with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The standard addresses the “stranded” tax effects resulting from the 2017 Tax Act in accumulated other comprehensive income. The effect of changes in tax laws or rates included in income from continuing operations are unaffected. The standard is effective for annual periods beginning after December 15, 2018, including interim periods within that reporting period with early adoption permitted. Disclosures are required in the period of adoption. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. This standard replaces the incurred loss methodology previously employed to measure credit losses for most financial assets and requires the use of a forward-looking expected loss model. Current accounting delays the recognition of credit losses until it is probable a loss has been incurred, while the update will require financial assets to be measured at amortized costs less a reserve and equal to the net amount expected to be collected. This standard will be effective for annual periods beginning after December 15, 2019, including interim periods within that reporting period, and early application is permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements |
| Inventory | Inventory Approximately For the nine months ended September 30, 2018, LIFO liquidations resulted in LIFO income of $2.5 million, which was more than offset by LIFO expenses in the three and nine months ended September 30, 2018 of $7.0 million and $18.9 million related to current inflation, for an overall net increase in cost of sales of $7.0 million and $16.4 million, respectively. LIFO liquidations occur when there are decrements of LIFO inventory quantities carried at lower costs in prior years as compared with the cost of current year purchases. |
Revenue Recognition (Tables)
| Revenue Recognition (Tables) | 9 Months Ended |
| Sep. 30, 2018 | |
| Revenue From Contract With Customer [Abstract] | |
| Schedule of Disaggregated Revenue | The disaggregated revenue for the three and nine months ended September 30, 2018 and 2017, are as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Product categories: Janitorial, foodservice and breakroom supplies (JanSan products) $ 353,090 $ 353,628 $ 1,028,373 $ 1,049,266 Technology products 317,241 330,825 930,311 956,733 Traditional office products 194,873 209,330 550,313 594,521 Industrial supplies 160,600 143,439 478,846 436,745 Cut sheet paper products 120,123 113,866 355,831 329,658 Automotive products 77,874 75,724 244,254 236,673 Office furniture 64,727 74,430 186,605 216,487 Other revenues 6,002 7,737 14,374 18,935 Total revenue $ 1,294,530 $ 1,308,979 $ 3,788,907 $ 3,839,018 |
| Schedule of Prepaid Customer Rebates Future Amortization | Prepaid customer rebates at September 30, 2018, consisted of amounts to be amortized as a reduction of revenues in the future as follows: Year 2018 $ 5,889 2019 16,028 2020 7,728 2021 5,376 2022 3,343 Thereafter 5,139 Total prepaid customer rebates $ 43,503 |
Severance and Restructuring C_2
| Severance and Restructuring Charges (Tables) | 9 Months Ended |
| Sep. 30, 2018 | |
| Restructuring And Related Activities [Abstract] | |
| Schedule of Expenses, Cash Flows, and Liabilities Associated with Restructuring Actions | The expenses, cash flows, and liabilities associated with the 2015 and 2018 restructuring actions described above are noted in the following table (in thousands): Expense Cash flow Liabilities For the three months ended September 30, For the nine months ended September 30, For the nine months ended September 30, For the nine months ended September 30, As of September 30, As of December 31, 2018 2018 2018 2017 2018 2017 2018 Actions: Product assortment refinement $ (4,406 ) $ 29,863 - - - - Workforce reduction (163 ) 11,273 4,286 - 6,987 - Facility closure 4,290 15,473 12,730 - 2,257 $ - Total $ 4,127 $ 26,746 $ 17,016 $ - $ 9,244 $ - Fourth Quarter 2015 Actions: Workforce reduction $ (160 ) $ (713 ) $ 203 $ 427 $ - $ 917 First Quarter 2015 Actions: Workforce reduction $ - $ - $ - $ 94 $ 664 $ 664 Total $ (439 ) $ 55,896 $ 17,219 $ 521 $ 9,908 $ 1,581 |
Goodwill and Intangible Assets
| Goodwill and Intangible Assets (Tables) | 9 Months Ended |
| Sep. 30, 2018 | |
| Goodwill And Intangible Assets Disclosure [Abstract] | |
| Summary of Intangible Assets of Company by Major Class | The following table summarizes the intangible assets of the Company by major class of intangible asset and the cost, accumulated amortization, net carrying amount, and weighted average life, if applicable (in thousands): September 30, 2018 December 31, 2017 Weighted Weighted Average Average Gross Net Useful Gross Net Useful Carrying Accumulated Carrying Life Carrying Accumulated Carrying Life Amount Amortization Amount (years) Amount Amortization Amount (years) Intangible assets subject to amortization Customer relationships and other intangibles $ 137,844 $ (78,001 ) $ 59,843 16 $ 138,110 $ (72,192 ) $ 65,918 16 Non-compete agreements 4,655 (4,260 ) 395 4 4,659 (4,260 ) 399 4 Trademarks 13,741 (7,080 ) 6,661 14 13,766 (6,642 ) 7,124 14 Total $ 156,240 $ (89,341 ) $ 66,899 $ 156,535 $ (83,094 ) $ 73,441 |
| Summary of Amortization Expense to be Incurred in 2018 Through 2022 on Intangible Assets | The following table summarizes the amortization expense to be incurred in 2018 through 2022 on intangible assets (in thousands): Year Amount 2018 $ 8,646 2019 6,948 2020 6,945 2021 6,945 2022 $ 6,891 |
Accumulated Other Comprehensi_2
| Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
| Sep. 30, 2018 | |
| Equity [Abstract] | |
| Change in Accumulated Other Comprehensive Income (Loss) (AOCI) by Component, Net of Tax | The change in Accumulated Other Comprehensive Income (Loss) (“AOCI”) by component, net of tax, for the nine-month period ended September 30, 2018 was as follows (in thousands): Foreign Currency Translation Cash Flow Hedges Defined Benefit Pension Plans Total AOCI, balance as of December 31, 2017 $ (5,933 ) $ (206 ) $ (44,874 ) $ (51,013 ) Other comprehensive (loss) income before reclassifications (974 ) 2,055 - 1,081 Amounts reclassified from AOCI - 285 3,133 3,418 Net other comprehensive (loss) income (974 ) 2,340 3,133 4,499 AOCI, balance as of September 30, 2018 $ (6,907 ) $ 2,134 $ (41,741 ) $ (46,514 ) |
| Amounts Reclassified Out of AOCI into Income Statement | The following table details the amounts reclassified out of AOCI into the income statement during the three and nine months ended September 30, 2018 Amount Reclassified From AOCI For the Three For the Nine Months Ended Months Ended September 30, September 30, Details About AOCI Components 2018 2018 Realized and unrealized gains (losses) on cash flow hedges Gain on interest rate swap, before tax $ 74 $ 383 Interest and other expense, net (19 ) (98 ) Tax provision $ 55 $ 285 Net of tax Defined benefit pension plan items Amortization of prior service cost and unrecognized loss $ 1,405 $ 4,214 Interest and other expense, net (361 ) (1,081 ) Tax provision 1,044 3,133 Net of tax Total reclassifications for the period, net of tax $ 1,099 $ 3,418 |
Earnings Per Share (Tables)
| Earnings Per Share (Tables) | 9 Months Ended |
| Sep. 30, 2018 | |
| Earnings Per Share [Abstract] | |
| Schedule of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Numerator: Net loss $ (4,495 ) $ (81,938 ) $ (56,032 ) $ (265,434 ) Denominator: Denominator for basic earnings per share - weighted average shares 37,026 36,750 36,940 36,692 Effect of dilutive securities: Employee stock options and restricted stock - - - - Denominator for diluted earnings per share - Adjusted weighted average shares and the effect of dilutive securities 37,026 36,750 36,940 36,692 Net loss per share: Net loss per share - basic $ (0.12 ) $ (2.23 ) $ (1.52 ) $ (7.23 ) Net loss per share - diluted (1) $ (0.12 ) $ (2.23 ) $ (1.52 ) $ (7.23 ) (1) As a result of the net loss in the three and nine months ended September 30, 2018 and 2017, the effect of potentially dilutive securities would have been anti-dilutive and have been omitted from the calculation of diluted earnings per share. |
Debt (Tables)
| Debt (Tables) | 9 Months Ended |
| Sep. 30, 2018 | |
| Debt Disclosure [Abstract] | |
| Schedule of Long-Term Debt Components | Debt consisted of the following amounts (in millions): As of As of September 30, 2018 December 31, 2017 2017 Credit Agreement $ 6.1 $ 6.1 Other current maturities of long term debt 1.6 - Current maturities of long term debt $ 7.6 $ 6.1 Term Loan $ 62.4 $ 67.0 Revolving Credit Facility 205.0 181.3 FILO Facility 100.0 100.0 2013 Note Purchase Agreement 150.0 150.0 Total long-term debt $ 517.4 $ 498.3 Transaction Costs $ (5.1 ) $ (6.3 ) Total Debt $ 519.9 $ 498.1 |
Pension and Post-Retirement B_2
| Pension and Post-Retirement Benefit Plans (Tables) | 9 Months Ended |
| Sep. 30, 2018 | |
| Compensation And Retirement Disclosure [Abstract] | |
| Summary of Retrospective Presentation of Periodic Pension Cost in Condensed Consolidated Statement of Operations | In accordance with the adoption of ASU 2017-07, the Company has retrospectively revised the presentation of the non-service components of periodic pension cost to “Interest and other expense, net” in the condensed consolidated statement of operations, while service cost remains in “Warehouse, marketing and administrative expense.” A summary of the effect for periods presented was as follows (in thousands): Three months ended September 30, 2017 Nine months ended September 30, 2017 Condensed consolidated statement of loss As reported As revised Effect of change As reported As revised Effect of change Warehousing, marketing and administrative expenses $ 254,865 $ 254,141 $ (724 ) $ 788,409 $ 786,238 $ (2,171 ) Operating loss (82,911 ) (82,187 ) 724 (253,223 ) (251,052 ) 2,171 Interest and other expense, net 6,116 6,840 724 19,154 21,325 2,171 Loss before income taxes (89,027 ) (89,027 ) - (272,377 ) (272,377 ) - |
| Schedule of Components of Net Periodic Pension Cost | A summary of net periodic pension cost related to the Company’s pension plans for the three and nine months ended September 30, 2018 and 2017, was as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Service cost - benefit earned during the period $ 444 $ 321 $ 1,331 $ 963 Interest cost on projected benefit obligation 1,769 1,862 5,308 5,586 Expected return on plan assets (2,266 ) (2,272 ) (6,797 ) (6,816 ) Amortization of prior service cost 101 72 302 216 Amortization of actuarial loss 1,304 1,062 3,912 3,186 Total non-service cost $ 908 $ 724 $ 2,725 $ 2,172 Net periodic pension cost $ 1,352 $ 1,045 $ 4,056 $ 3,135 |
Fair Value Measurements (Tables
| Fair Value Measurements (Tables) | 9 Months Ended |
| Sep. 30, 2018 | |
| Fair Value Disclosures [Abstract] | |
| Schedule of Financial Instruments Measured at Fair Value | The following table summarizes the financial instruments measured at fair value in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 (in thousands): Fair Value Measurements Quoted Market Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total Level 1 Level 2 Level 3 Interest rate swap & foreign exchange hedges: Assets - as of September 30, 2018 $ 2,608 $ - $ 2,608 $ - - as of December 31, 2017 $ 29 $ - $ 29 $ - Liabilities - as of December 31, 2017 $ 638 $ - $ 638 $ - |
Basis of Presentation - Additio
| Basis of Presentation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
| Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
| Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
| Percentage inventory valued under LIFO | 98.00% | 98.00% | 98.00% |
| Higher inventory if FIFO applied entirely | $ 175.6 | $ 175.6 | $ 159.3 |
| Effect of LIFO inventory liquidation on income | 2.5 | ||
| LIFO expense related to inflation increase in cost of sales | 7 | 18.9 | |
| Increase in cost of sales due to LIFO accounting method | $ 7 | $ 16.4 |
Revenue Recognition - Additiona
| Revenue Recognition - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||||
| Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Segment | Sep. 30, 2017USD ($) | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) | |
| Disaggregation Of Revenue [Line Items] | ||||||
| Number of reportable segment | Segment | 1 | |||||
| Cost of sales | $ 1,113,251,000 | $ 1,100,000,000 | $ 3,313,246,000 | $ 3,300,000,000 | ||
| Revenue remaining performance obligations | $ 0 | $ 0 | $ 0 | |||
| Description of payment terms | Payment terms for net merchandise sales, fulfillment services and other services are dependent on the agreed upon contractual repayment terms of the customer. Typically, these vary based on the size of the customer and its risk profile to the Company. Some customers receive discounts based on the contractual terms wherein early payment reduces the net payment amount. Conversely, for some customers the Company provides enhanced payment terms which can extend up to and in excess of one year from invoicing. | |||||
| United States [Member] | Geographic Concentration Risk [Member] | Net sales [Member] | ||||||
| Disaggregation Of Revenue [Line Items] | ||||||
| Percentage of disaggregates revenue on net sales | 98.00% | 98.00% | 98.00% | 98.00% | ||
| Topic 606 [Member] | ||||||
| Disaggregation Of Revenue [Line Items] | ||||||
| Net reduction to beginning retained earnings due to cumulative impact | $ 400,000 | |||||
Revenue Recognition - Schedule
| Revenue Recognition - Schedule of Disaggregated Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
| Disaggregation Of Revenue [Line Items] | ||||
| Revenue | $ 1,294,530 | $ 1,308,979 | $ 3,788,907 | $ 3,839,018 |
| Janitorial, foodservice and breakroom supplies (JanSan products) [Member] | ||||
| Disaggregation Of Revenue [Line Items] | ||||
| Revenue | 353,090 | 353,628 | 1,028,373 | 1,049,266 |
| Technology products [Member] | ||||
| Disaggregation Of Revenue [Line Items] | ||||
| Revenue | 317,241 | 330,825 | 930,311 | 956,733 |
| Traditional office products [Member] | ||||
| Disaggregation Of Revenue [Line Items] | ||||
| Revenue | 194,873 | 209,330 | 550,313 | 594,521 |
| Industrial supplies [Member] | ||||
| Disaggregation Of Revenue [Line Items] | ||||
| Revenue | 160,600 | 143,439 | 478,846 | 436,745 |
| Cut sheet paper products [Member] | ||||
| Disaggregation Of Revenue [Line Items] | ||||
| Revenue | 120,123 | 113,866 | 355,831 | 329,658 |
| Automotive products [Member] | ||||
| Disaggregation Of Revenue [Line Items] | ||||
| Revenue | 77,874 | 75,724 | 244,254 | 236,673 |
| Office furniture [Member] | ||||
| Disaggregation Of Revenue [Line Items] | ||||
| Revenue | 64,727 | 74,430 | 186,605 | 216,487 |
| Other revenues [Member] | ||||
| Disaggregation Of Revenue [Line Items] | ||||
| Revenue | $ 6,002 | $ 7,737 | $ 14,374 | $ 18,935 |
Revenue Recognition - Schedul_2
| Revenue Recognition - Schedule of Prepaid Customer Rebates Future Amortization (Detail) | Sep. 30, 2018USD ($) |
| Revenue From Contract With Customer [Abstract] | |
| 2,018 | $ 5,889 |
| 2,019 | 16,028 |
| 2,020 | 7,728 |
| 2,021 | 5,376 |
| 2,022 | 3,343 |
| Thereafter | 5,139 |
| Total prepaid customer rebates | $ 43,503 |
Share-Based Compensation - Addi
| Share-Based Compensation - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
| Restricted Stock [Member] | ||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
| Restricted stock and restricted stock units granted | 29,799 | 276,671 | 137,095 | 335,633 |
| Restricted Stock Units (RSUs) [Member] | ||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
| Restricted stock and restricted stock units granted | 270,731 | 50,080 | 316,011 | 271,445 |
| Performance-Based Units [Member] | ||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
| Restricted stock and restricted stock units granted | 0 | 0 | 634,778 | 0 |
Severance and Restructuring C_3
| Severance and Restructuring Charges - Additional Information (Detail) $ in Millions | 9 Months Ended | 12 Months Ended |
| Sep. 30, 2018USD ($) | Dec. 31, 2015item | |
| Restructuring Cost And Reserve [Line Items] | ||
| Number of restructuring actions commenced | item | 2 | |
| Restructuring plan, commencement year | 2,018 | |
| Restructuring plan, completion year | 2,020 | |
| Minimum [Member] | ||
| Restructuring Cost And Reserve [Line Items] | ||
| Restructuring plan, anticipated cost | $ 30 | |
| Minimum [Member] | Facility Consolidations [Member] | ||
| Restructuring Cost And Reserve [Line Items] | ||
| Restructuring plan, anticipated cost | 23 | |
| Minimum [Member] | Workforce Reductions [Member] | ||
| Restructuring Cost And Reserve [Line Items] | ||
| Restructuring plan, anticipated cost | 7 | |
| Maximum [Member] | ||
| Restructuring Cost And Reserve [Line Items] | ||
| Restructuring plan, anticipated cost | 40 | |
| Maximum [Member] | Facility Consolidations [Member] | ||
| Restructuring Cost And Reserve [Line Items] | ||
| Restructuring plan, anticipated cost | 28 | |
| Maximum [Member] | Workforce Reductions [Member] | ||
| Restructuring Cost And Reserve [Line Items] | ||
| Restructuring plan, anticipated cost | $ 12 |
Severance and Restructuring C_4
| Severance and Restructuring Charges - Schedule of Expenses, Cash Flows, and Liabilities Associated with Restructuring Actions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
| Restructuring Cost And Reserve [Line Items] | ||||
| Expense associated with restructuring actions | $ (439) | $ 55,896 | ||
| Cash flow associated with restructuring actions | 17,219 | $ 521 | ||
| Liabilities associated with restructuring actions | 9,908 | 9,908 | $ 1,581 | |
| Restructuring Charges [Member] | ||||
| Restructuring Cost And Reserve [Line Items] | ||||
| Expense associated with restructuring actions | 4,127 | 26,746 | ||
| Cash flow associated with restructuring actions | 17,016 | |||
| Liabilities associated with restructuring actions | 9,244 | 9,244 | ||
| 2018 Actions Product Assortment Refinement [Member] | Cost of Goods Sold [Member] | ||||
| Restructuring Cost And Reserve [Line Items] | ||||
| Expense associated with restructuring actions | (4,406) | 29,863 | ||
| 2018 Actions Workforce Reduction [Member] | Restructuring Charges [Member] | ||||
| Restructuring Cost And Reserve [Line Items] | ||||
| Expense associated with restructuring actions | (163) | 11,273 | ||
| Cash flow associated with restructuring actions | 4,286 | |||
| Liabilities associated with restructuring actions | 6,987 | 6,987 | ||
| 2018 Actions Facility Closure [Member] | Restructuring Charges [Member] | ||||
| Restructuring Cost And Reserve [Line Items] | ||||
| Expense associated with restructuring actions | 4,290 | 15,473 | ||
| Cash flow associated with restructuring actions | 12,730 | |||
| Liabilities associated with restructuring actions | 2,257 | 2,257 | ||
| Fourth Quarter 2015 Actions Workforce Reduction [Member] | Warehousing, Marketing and Administrative Expenses [Member] | ||||
| Restructuring Cost And Reserve [Line Items] | ||||
| Expense associated with restructuring actions | (160) | (713) | ||
| Cash flow associated with restructuring actions | 203 | 427 | ||
| Liabilities associated with restructuring actions | 917 | |||
| First Quarter 2015 Actions Workforce Reduction [Member] | Warehousing, Marketing and Administrative Expenses [Member] | ||||
| Restructuring Cost And Reserve [Line Items] | ||||
| Cash flow associated with restructuring actions | $ 94 | |||
| Liabilities associated with restructuring actions | $ 664 | $ 664 | $ 664 | |
Goodwill and Intangible Asset_2
| Goodwill and Intangible Assets - Additional Information (Detail) $ in Thousands | 9 Months Ended | |
| Sep. 30, 2018USD ($)Segment | Dec. 31, 2017USD ($) | |
| Goodwill [Line Items] | ||
| Number of reportable segment | Segment | 1 | |
| Goodwill | $ 13,099 | $ 13,153 |
| Canada [Member] | ||
| Goodwill [Line Items] | ||
| Goodwill | 2,000 | |
| Industrial [Member] | ||
| Goodwill [Line Items] | ||
| Goodwill | $ 11,100 |
Goodwill and Intangible Asset_3
| Goodwill and Intangible Assets - Summary of Intangible Assets of Company by Major Class (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
| Sep. 30, 2018 | Dec. 31, 2017 | |
| Schedule Of Intangible Assets [Line Items] | ||
| Intangible assets subject to amortization, Gross Carrying Amount | $ 156,240 | $ 156,535 |
| Intangible assets subject to amortization, Accumulated Amortization | (89,341) | (83,094) |
| Intangible assets subject to amortization, Net Carrying Amount | 66,899 | 73,441 |
| Customer relationships and other intangibles [Member] | ||
| Schedule Of Intangible Assets [Line Items] | ||
| Intangible assets subject to amortization, Gross Carrying Amount | 137,844 | 138,110 |
| Intangible assets subject to amortization, Accumulated Amortization | (78,001) | (72,192) |
| Intangible assets subject to amortization, Net Carrying Amount | $ 59,843 | $ 65,918 |
| Intangible assets subject to amortization, Weighted Average Useful Life (years) | 16 years | 16 years |
| Non-compete Agreements [Member] | ||
| Schedule Of Intangible Assets [Line Items] | ||
| Intangible assets subject to amortization, Gross Carrying Amount | $ 4,655 | $ 4,659 |
| Intangible assets subject to amortization, Accumulated Amortization | (4,260) | (4,260) |
| Intangible assets subject to amortization, Net Carrying Amount | $ 395 | $ 399 |
| Intangible assets subject to amortization, Weighted Average Useful Life (years) | 4 years | 4 years |
| Trademarks [Member] | ||
| Schedule Of Intangible Assets [Line Items] | ||
| Intangible assets subject to amortization, Gross Carrying Amount | $ 13,741 | $ 13,766 |
| Intangible assets subject to amortization, Accumulated Amortization | (7,080) | (6,642) |
| Intangible assets subject to amortization, Net Carrying Amount | $ 6,661 | $ 7,124 |
| Intangible assets subject to amortization, Weighted Average Useful Life (years) | 14 years | 14 years |
Goodwill and Intangible Asset_4
| Goodwill and Intangible Assets - Summary of Amortization Expense to be Incurred in 2018 Through 2022 on Intangible Assets (Detail) $ in Thousands | Sep. 30, 2018USD ($) |
| Goodwill And Intangible Assets Disclosure [Abstract] | |
| 2,018 | $ 8,646 |
| 2,019 | 6,948 |
| 2,020 | 6,945 |
| 2,021 | 6,945 |
| 2,022 | $ 6,891 |
Accumulated Other Comprehensi_3
| Accumulated Other Comprehensive Loss - Change in Accumulated Other Comprehensive Income (Loss) (AOCI) by Component, Net of Tax (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
| Accumulated Other Comprehensive Income Loss [Line Items] | ||||
| AOCI, balance as of December 31, 2017 | $ 494,914 | |||
| Other comprehensive (loss) income before reclassifications | 1,081 | |||
| Amounts reclassified from AOCI | 3,418 | |||
| Total other comprehensive income, net of tax | $ 2,059 | $ 1,905 | 4,499 | $ 4,822 |
| AOCI, balance as of September 30, 2018 | 433,167 | 433,167 | ||
| Foreign Currency Translation [Member] | ||||
| Accumulated Other Comprehensive Income Loss [Line Items] | ||||
| AOCI, balance as of December 31, 2017 | (5,933) | |||
| Other comprehensive (loss) income before reclassifications | (974) | |||
| Total other comprehensive income, net of tax | (974) | |||
| AOCI, balance as of September 30, 2018 | (6,907) | (6,907) | ||
| Cash Flow Hedges [Member] | ||||
| Accumulated Other Comprehensive Income Loss [Line Items] | ||||
| AOCI, balance as of December 31, 2017 | (206) | |||
| Other comprehensive (loss) income before reclassifications | 2,055 | |||
| Amounts reclassified from AOCI | 285 | |||
| Total other comprehensive income, net of tax | 2,340 | |||
| AOCI, balance as of September 30, 2018 | 2,134 | 2,134 | ||
| Defined Benefit Pension Plans [Member] | ||||
| Accumulated Other Comprehensive Income Loss [Line Items] | ||||
| AOCI, balance as of December 31, 2017 | (44,874) | |||
| Amounts reclassified from AOCI | 3,133 | |||
| Total other comprehensive income, net of tax | 3,133 | |||
| AOCI, balance as of September 30, 2018 | (41,741) | (41,741) | ||
| AOCI, Total [Member] | ||||
| Accumulated Other Comprehensive Income Loss [Line Items] | ||||
| AOCI, balance as of December 31, 2017 | (51,013) | |||
| AOCI, balance as of September 30, 2018 | $ (46,514) | $ (46,514) | ||
Accumulated Other Comprehensi_4
| Accumulated Other Comprehensive Loss - Amounts Reclassified Out of AOCI into Income Statement (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
| Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
| Interest and other expense, net | $ (8,678) | $ (25,751) | ||
| Tax provision | 828 | $ 7,100 | 16,181 | $ 6,900 |
| Net loss | (4,495) | $ (81,938) | (56,032) | $ (265,434) |
| Amount Reclassified From AOCI [Member] | ||||
| Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
| Net loss | 1,099 | 3,418 | ||
| Amount Reclassified From AOCI [Member] | Cash Flow Hedges [Member] | ||||
| Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
| Tax provision | (19) | (98) | ||
| Net loss | 55 | 285 | ||
| Amount Reclassified From AOCI [Member] | Defined Benefit Pension Plans [Member] | ||||
| Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
| Interest and other expense, net | 1,405 | 4,214 | ||
| Tax provision | (361) | (1,081) | ||
| Net loss | 1,044 | 3,133 | ||
| Amount Reclassified From AOCI [Member] | Interest Rate Swap [Member] | Cash Flow Hedges [Member] | ||||
| Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
| Interest and other expense, net | $ 74 | $ 383 | ||
Earnings Per Share - Additional
| Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
| Earnings Per Share [Abstract] | ||||
| Antidilutive securities excluded from computation of earnings per share amount | 0.1 | 0.2 | 0.1 | 0.2 |
Earnings Per Share - Schedule o
| Earnings Per Share - Schedule of Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
| Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
| Earnings Per Share [Abstract] | |||||
| Net loss | $ (4,495) | $ (81,938) | $ (56,032) | $ (265,434) | |
| Denominator for basic earnings per share - weighted average shares | 37,026 | 36,750 | 36,940 | 36,692 | |
| Denominator for diluted earnings per share - Adjusted weighted average shares and the effect of dilutive securities | 37,026 | 36,750 | 36,940 | 36,692 | |
| Net loss per share - basic | $ (0.12) | $ (2.23) | $ (1.52) | $ (7.23) | |
| Net loss per share - diluted | [1] | $ (0.12) | $ (2.23) | $ (1.52) | $ (7.23) |
| [1] | As a result of the net loss in the three and nine months ended September 30, 2018 and 2017, the effect of potentially dilutive securities would have been anti-dilutive and have been omitted from the calculation of diluted earnings per share. | ||||
Debt - Schedule of Long-Term De
| Debt - Schedule of Long-Term Debt Components (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
| Debt Instrument [Line Items] | ||
| Current maturities of long-term debt | $ 7,632 | $ 6,079 |
| Total long-term debt | 517,400 | 498,300 |
| Transaction Costs | (5,100) | (6,300) |
| Total Debt | 519,900 | 498,100 |
| Other Current Maturities of Long Term Debt [Member] | ||
| Debt Instrument [Line Items] | ||
| Current maturities of long-term debt | 1,600 | |
| Term Loan [Member] | ||
| Debt Instrument [Line Items] | ||
| Total long-term debt | 62,400 | 67,000 |
| Revolving Credit Facility [Member] | ||
| Debt Instrument [Line Items] | ||
| Total long-term debt | 205,000 | 181,300 |
| First In Last Out Revolving Credit Facility [Member] | ||
| Debt Instrument [Line Items] | ||
| Total long-term debt | 100,000 | 100,000 |
| 2017 Credit Agreement [Member] | ||
| Debt Instrument [Line Items] | ||
| Current maturities of long-term debt | 6,100 | 6,100 |
| 2013 Note Purchase Agreement [Member] | ||
| Debt Instrument [Line Items] | ||
| Total long-term debt | $ 150,000 | $ 150,000 |
Pension and Post-Retirement B_3
| Pension and Post-Retirement Benefit Plans - Summary of Retrospective Presentation of Periodic Pension Cost in Condensed Consolidated Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
| Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
| Defined Benefit Plan Disclosure [Line Items] | |||||
| Warehousing, marketing and administrative expenses | $ 173,957 | $ 496,076 | |||
| Operating loss | 3,355 | (46,462) | |||
| Interest and other expense, net | 8,678 | 25,751 | |||
| Loss before income taxes | $ (5,323) | $ (89,000) | $ (72,213) | $ (272,400) | |
| Revised [Member] | |||||
| Defined Benefit Plan Disclosure [Line Items] | |||||
| Warehousing, marketing and administrative expenses | [1] | 167,802 | 501,072 | ||
| Operating loss | [1] | (82,187) | (251,052) | ||
| Interest and other expense, net | [1] | 6,840 | 21,325 | ||
| Loss before income taxes | [1] | (89,027) | (272,377) | ||
| ASU 2017-07 [Member] | |||||
| Defined Benefit Plan Disclosure [Line Items] | |||||
| Warehousing, marketing and administrative expenses | 254,141 | 786,238 | |||
| Operating loss | (82,187) | (251,052) | |||
| Interest and other expense, net | 6,840 | 21,325 | |||
| Loss before income taxes | (89,027) | (272,377) | |||
| ASU 2017-07 [Member] | As reported [Member] | |||||
| Defined Benefit Plan Disclosure [Line Items] | |||||
| Warehousing, marketing and administrative expenses | 254,865 | 788,409 | |||
| Operating loss | (82,911) | (253,223) | |||
| Interest and other expense, net | 6,116 | 19,154 | |||
| Loss before income taxes | (89,027) | (272,377) | |||
| ASU 2017-07 [Member] | Revised [Member] | |||||
| Defined Benefit Plan Disclosure [Line Items] | |||||
| Warehousing, marketing and administrative expenses | (724) | (2,171) | |||
| Operating loss | 724 | 2,171 | |||
| Interest and other expense, net | $ 724 | $ 2,171 | |||
| [1] | Revised for the impact of the adoption of a new pension accounting pronouncement (see Note 9 – “Pension and Post-Retirement Benefit Plans”) for further detail. | ||||
Pension and Post-Retirement B_4
| Pension and Post-Retirement Benefit Plans - Schedule of Components of Net Periodic Pension Cost (Detail) - Pension Plans [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
| Defined Benefit Plan Disclosure [Line Items] | ||||
| Service cost - benefit earned during the period | $ 444 | $ 321 | $ 1,331 | $ 963 |
| Interest cost on projected benefit obligation | 1,769 | 1,862 | 5,308 | 5,586 |
| Expected return on plan assets | (2,266) | (2,272) | (6,797) | (6,816) |
| Amortization of prior service cost | 101 | 72 | 302 | 216 |
| Amortization of actuarial loss | 1,304 | 1,062 | 3,912 | 3,186 |
| Total non-service cost | 908 | 724 | 2,725 | 2,172 |
| Net periodic pension cost | $ 1,352 | $ 1,045 | $ 4,056 | $ 3,135 |
Pension and Post-Retirement B_5
| Pension and Post-Retirement Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
| Jan. 31, 2018 | Apr. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
| Compensation And Retirement Disclosure [Abstract] | |||||||
| Cash contribution to pension plan during the period | $ 10 | $ 10 | |||||
| Pension plan liabilities | $ 33.2 | $ 33.2 | $ 43.3 | ||||
| Company contributions | $ 1.9 | $ 1.8 | $ 5.6 | $ 5.6 | |||
Fair Value Measurements - Sched
| Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value (Detail) - Interest Rate Swap & Foreign Exchange Hedges [Member] - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Assets | $ 2,608 | $ 29 |
| Liabilities | 638 | |
| Significant Other Observable Inputs Level 2 [Member] | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Assets | $ 2,608 | 29 |
| Liabilities | $ 638 |
Fair Value Measurements - Addit
| Fair Value Measurements - Additional Information (Detail) - Fair Value Measurements Nonrecurring [Member] | Sep. 30, 2018USD ($) |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
| Assets measured at fair value on a nonrecurring basis | $ 0 |
| Liabilities measured at fair value on a nonrecurring basis | $ 0 |
Other Assets and Liabilities -
| Other Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
| Other Assets And Liabilities [Abstract] | ||
| Receivables related to supplier allowances included Accounts receivable | $ 94.6 | $ 90.8 |
| Current and non-current prepaid customer rebates, net of allowances included in Other current assets and Other long-term assets | 43.5 | 40.7 |
| Accrued customer rebates included in Accrued liabilities | $ 48 | $ 49.2 |
Income Taxes - Additional Infor
| Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
| Income Tax Disclosure [Abstract] | ||||
| Income tax benefit | $ (828) | $ (7,100) | $ (16,181) | $ (6,900) |
| Loss before income taxes | $ (5,323) | $ (89,000) | $ (72,213) | $ (272,400) |
| Effective income tax percent | 15.60% | 8.00% | 22.40% | 2.50% |
| United States federal statutory income tax rate, percent | 21.00% | |||
Legal Matters - Additional Info
| Legal Matters - Additional Information (Detail) | Oct. 05, 2018USD ($) | Jan. 14, 2016Lawsuit | May 01, 2015Lawsuit | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2018USD ($)Lawsuit | Dec. 31, 2016USD ($) |
| Commitments And Contingencies [Line Items] | |||||||
| Number of lawsuits filed | Lawsuit | 2 | ||||||
| Total reserve remains | $ 10,000,000 | ||||||
| Subsequent Event [Member] | Settlement Administrator [Member] | |||||||
| Commitments And Contingencies [Line Items] | |||||||
| Gross settlement amount | $ 3,000,000 | ||||||
| Mediation Activities and Settlement Negotiations [Member] | |||||||
| Commitments And Contingencies [Line Items] | |||||||
| Pre-tax reserve recorded | $ 6,000,000 | ||||||
| Warehousing, Marketing and Administrative Expenses [Member] | |||||||
| Commitments And Contingencies [Line Items] | |||||||
| Pre-tax reserve recorded | $ 3,000,000 | $ 4,000,000 | |||||
| Inadvertent Violation under TCPA for Unsolicited Fax Advertisement [Member] | |||||||
| Commitments And Contingencies [Line Items] | |||||||
| Damages sought by plaintiff per violation | 500 | ||||||
| Willful Violation under TCPA for Unsolicited Fax Advertisement [Member] | |||||||
| Commitments And Contingencies [Line Items] | |||||||
| Damages sought by plaintiff per violation | $ 1,500 | ||||||
| United States District Court California [Member] | |||||||
| Commitments And Contingencies [Line Items] | |||||||
| Number of lawsuits filed | Lawsuit | 1 | ||||||
| United States District Court Illinois [Member] | |||||||
| Commitments And Contingencies [Line Items] | |||||||
| Number of lawsuits filed | Lawsuit | 1 |
Independent Reseller Channel _2
| Independent Reseller Channel Investments - Additional Information (Detail) $ in Thousands | 9 Months Ended |
| Sep. 30, 2018USD ($) | |
| Equity Method Investments And Joint Ventures [Abstract] | |
| Investment in independent reseller channel to accelerate sales performance in key channels | $ 23,600 |
| Investment in independent reseller channel including note, to accelerate sales performance in key channels | $ 1,560 |
Pending Transaction Activity -
| Pending Transaction Activity - Additional Information (Detail) $ / shares in Units, $ in Millions | Sep. 14, 2018USD ($) | Apr. 12, 2018 | Sep. 30, 2018Lawsuit$ / shares | Sep. 09, 2018$ / shares | Dec. 31, 2017$ / shares |
| Business Acquisition [Line Items] | |||||
| Common stock, par value | $ 0.10 | $ 0.10 | |||
| Tender offer expiration description | The Offer was initially scheduled to expire at one minute after 11:59 p.m., New York City time, on October 22, 2018, but has been extended to 5:00 p.m., New York City time, on November 5, 2018. | ||||
| Number of lawsuits filed | Lawsuit | 2 | ||||
| Genuine Parts Company [Member] | |||||
| Business Acquisition [Line Items] | |||||
| Acquisition of business - agreement date | Apr. 12, 2018 | ||||
| Common stock, par value | $ 0.10 | ||||
| Merger agreement termination fee | $ | $ 12 | ||||
| Number of lawsuits filed | Lawsuit | 4 | ||||
| Genuine Parts Company [Member] | Common Stock [Member] | |||||
| Business Acquisition [Line Items] | |||||
| Outstanding shares acquired, per share | $ 12.80 | ||||
| Staples, Inc. [Member] | |||||
| Business Acquisition [Line Items] | |||||
| Acquisition of business - agreement date | Sep. 14, 2018 |