Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | SOTHEBYS | |
Entity Central Index Key | 0000823094 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 46,612,127 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Finance | $ 13,266 | $ 9,881 |
Revenues | 173,465 | 195,796 |
Expenses: | ||
Marketing | 5,908 | 5,722 |
Salaries and related | 76,645 | 78,719 |
General and administrative | 47,842 | 43,813 |
Depreciation and amortization | 7,691 | 7,100 |
Restructuring charges, net | (19) | 0 |
Total expenses | 177,036 | 188,885 |
Operating (loss) income | (3,571) | 6,911 |
Interest income | 285 | 365 |
Interest expense | (13,151) | (9,313) |
Extinguishment of debt | 0 | (10,855) |
Non-operating income | 1,848 | 1,424 |
Loss before taxes | (14,589) | (11,468) |
Income tax benefit | (5,986) | (4,136) |
Equity in earnings of investees | 1,528 | 806 |
Net loss | (7,075) | (6,526) |
Less: Net loss attributable to noncontrolling interest | (4) | (4) |
Net loss attributable to Sotheby's | $ (7,071) | $ (6,522) |
Basic and diluted loss per share - Sotheby’s common shareholders (USD per share) | $ (0.15) | $ (0.12) |
Weighted average basic and diluted shares outstanding (in shares) | 46,422 | 52,464 |
Agency | ||
Revenues: | ||
Revenues from contracts with customers | $ 147,667 | $ 165,526 |
Expenses: | ||
SFS corporate finance charge | 31,803 | 35,273 |
Inventory sales | ||
Revenues: | ||
Revenues from contracts with customers | 8,766 | 16,236 |
Expenses: | ||
SFS corporate finance charge | 7,166 | 15,995 |
Finance | ||
Expenses: | ||
SFS corporate finance charge | 0 | 2,263 |
Other | ||
Revenues: | ||
Revenues from contracts with customers | $ 3,766 | $ 4,153 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net loss | $ (7,075) | $ (6,526) |
Other comprehensive (loss) income: | ||
Currency translation adjustments | 1,247 | 7,200 |
Defined benefit pension plan | (13) | 82 |
Total other comprehensive income | 975 | 6,842 |
Comprehensive (loss) income | (6,100) | 316 |
Less: Comprehensive loss attributable to noncontrolling interests | (4) | (4) |
Comprehensive (loss) income attributable to Sotheby's | (6,096) | 320 |
Cash flow hedges | ||
Other comprehensive (loss) income: | ||
Hedges | (213) | 1,170 |
Net investment hedges | ||
Other comprehensive (loss) income: | ||
Hedges | $ (46) | $ (1,610) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Current assets: | |||
Cash and cash equivalents | $ 124,332 | $ 178,579 | $ 335,728 |
Restricted cash (see Notes 9 and 12) | 11,739 | 4,836 | 15,682 |
Accounts receivable, net of allowance for doubtful accounts of $9,311, $9,125, and $10,190 | 764,059 | 978,140 | 724,432 |
Notes receivable, net of allowance for credit losses of $1,146, $1,075, and $1,209 | 81,641 | 103,834 | 64,019 |
Inventory | 43,137 | 43,635 | 65,308 |
Income tax receivables | 22,781 | 3,353 | 18,805 |
Prepaid expenses and other current assets (see Note 11) | 47,923 | 38,631 | 40,605 |
Total current assets | 1,095,612 | 1,351,008 | 1,264,579 |
Notes receivable, net of allowance for credit losses of $1,525, $1,525, and $1,525 | 664,703 | 602,389 | 453,997 |
Fixed assets, net of accumulated depreciation and amortization of $244,730, $237,211, and $238,669 | 400,150 | 386,736 | 354,526 |
Operating lease right-of-use assets (see Note 6) | 75,064 | ||
Goodwill | 55,581 | 55,573 | 55,831 |
Intangible assets, net | 12,174 | 12,993 | 15,318 |
Income tax receivables | 17,529 | 16,694 | 337 |
Deferred income taxes | 30,835 | 37,035 | 34,306 |
Other long-term assets (see Note 11) | 231,673 | 226,660 | 237,016 |
Total assets | 2,583,321 | 2,689,088 | 2,415,910 |
Current liabilities: | |||
Client payables | 726,594 | 997,168 | 820,374 |
Accounts payable and accrued liabilities | 107,930 | 101,366 | 106,558 |
Accrued salaries and related costs | 38,107 | 92,219 | 44,051 |
Current portion of long-term debt, net | 13,653 | 13,604 | 12,381 |
Operating lease liabilities (see Note 6) | 16,960 | ||
Accrued income taxes | 32,189 | 31,169 | 8,160 |
Other current liabilities | 12,056 | 13,263 | 17,780 |
Total current liabilities | 947,489 | 1,248,789 | 1,009,304 |
Credit facility borrowings | 430,000 | 280,000 | 65,000 |
Long-term debt, net | 637,008 | 638,786 | 650,988 |
Operating lease liabilities (see Note 6) | 59,478 | ||
Accrued income taxes | 21,611 | 19,933 | 38,305 |
Deferred income taxes | 14,940 | 14,569 | 15,753 |
Other long-term liabilities (see Note 11) | 40,944 | 45,517 | 45,552 |
Total liabilities | 2,151,470 | 2,247,594 | 1,824,902 |
Commitments and contingencies (see Note 15) | |||
Shareholders’ equity: | |||
Common stock, $0.01 par value, Authorized shares — 200,000,000, Issued shares —70,777,023; 70,378,873; and 70,373,836, Outstanding shares —52,503,235; 52,971,232; and 55,017,175 | 716 | 711 | 711 |
Additional paid-in capital | 470,463 | 463,623 | 452,441 |
Treasury stock shares, at cost — 25,027,989; 24,841,257; and 18,857,034 | (849,784) | (839,284) | (579,891) |
Retained earnings | 881,368 | 888,333 | 773,177 |
Accumulated other comprehensive loss | (71,069) | (72,044) | (55,624) |
Total shareholders’ equity | 431,694 | 441,339 | 590,814 |
Noncontrolling interest | 157 | 155 | 194 |
Total equity | 431,851 | 441,494 | 591,008 |
Total liabilities and shareholders’ equity | $ 2,583,321 | $ 2,689,088 | $ 2,415,910 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Accounts receivable, allowance for doubtful accounts | $ 9,311 | $ 9,125 | $ 10,190 |
Notes receivable, allowance for credit losses, current | 1,146 | 1,075 | 1,209 |
Notes receivable, allowance for credit losses, noncurrent | 1,525 | 1,525 | 1,525 |
Accumulated depreciation and amortization | $ 244,730 | $ 237,211 | $ 238,669 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Authorized shares (in shares) | 200,000,000 | 200,000,000 | 200,000,000 |
Issued shares (in shares) | 71,640,116 | 71,188,120 | 71,160,981 |
Outstanding shares (in shares) | 46,612,127 | 46,346,863 | 52,303,947 |
Treasury stock shares (in shares) | 25,027,989 | 24,841,257 | 18,857,034 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating Activities: | ||
Net loss attributable to Sotheby's | $ (7,071) | $ (6,522) |
Adjustments to reconcile net loss attributable to Sotheby's to net cash used by operating activities: | ||
Extinguishment of debt | 0 | 10,855 |
Depreciation and amortization | 7,691 | 7,100 |
Deferred income tax expense | 6,370 | 97 |
Share-based payments | 7,598 | 8,377 |
Net pension benefit | (675) | (822) |
Inventory writedowns and bad debt provisions | 1,387 | 3,141 |
Amortization of debt issuance costs | 372 | 451 |
Equity in earnings of investees | (1,528) | (806) |
Other | 589 | 260 |
Changes in assets and liabilities: | ||
Accounts receivable | 201,642 | 79,743 |
Client payables | (272,607) | (188,676) |
Inventory | (684) | 7,003 |
Changes in other operating assets and liabilities (see Note 12) | (80,716) | (75,804) |
Net cash used by operating activities | (137,632) | (155,603) |
Investing Activities: | ||
Funding of notes receivable | (102,013) | (17,730) |
Collections of notes receivable | 75,320 | 96,919 |
Capital expenditures | (21,308) | (9,143) |
Acquisitions, net of cash acquired | (759) | (5,702) |
Funding of investments | (150) | 0 |
Distributions from investees | 2,050 | 1,684 |
Other | 0 | (64) |
Net cash (used) provided by investing activities | (46,860) | 65,964 |
Financing Activities: | ||
Proceeds from credit facility borrowings | 260,000 | 45,000 |
Repayments of credit facility borrowings | (110,000) | (176,500) |
Repayments of York Property Mortgage | (2,101) | (2,015) |
Settlement of 2022 Senior Notes, including call premium | 0 | (307,875) |
Debt issuance and other borrowing costs | (71) | (88) |
Repurchases of common stock (see Note 13) | (10,500) | (21,001) |
Settlement of forward contract indexed to Sotheby's common stock (see Note 13) | 10,500 | 0 |
Funding of employee tax obligations upon the vesting of share-based payments | (11,272) | (9,163) |
Net cash provided (used) by financing activities | 136,556 | (471,642) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 922 | 7,427 |
Decrease in cash, cash equivalents, and restricted cash | (47,014) | (553,854) |
Cash, cash equivalents, and restricted cash at beginning of period | 200,234 | 923,926 |
Cash, cash equivalents, and restricted cash at end of period | $ 153,220 | $ 370,072 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning balance at Dec. 31, 2017 | $ 616,755 | $ 709 | $ 453,364 | $ (554,551) | $ 779,699 | $ (62,466) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss attributable to Sotheby's | (6,522) | (6,522) | ||||
Other comprehensive income | 6,842 | 6,842 | ||||
Common stock shares withheld to satisfy employee tax obligations | (9,548) | (9,548) | ||||
Restricted stock units vested, net | 0 | 2 | (2) | |||
Amortization of share-based payment expense | 8,377 | 8,377 | ||||
Shares and deferred stock units issued to directors | 250 | 250 | ||||
Repurchases of common stock | (25,340) | (25,340) | ||||
Ending balance at Mar. 31, 2018 | 590,814 | 711 | 452,441 | (579,891) | 773,177 | (55,624) |
Beginning balance at Dec. 31, 2018 | 441,339 | 711 | 463,623 | (839,284) | 888,333 | (72,044) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss attributable to Sotheby's | (7,071) | (7,071) | ||||
Other comprehensive income | 975 | 975 | ||||
Common stock shares withheld to satisfy employee tax obligations | (11,597) | (11,597) | ||||
Restricted stock units vested, net | 0 | 5 | (5) | |||
Amortization of share-based payment expense | 7,598 | 7,598 | ||||
Shares and deferred stock units issued to directors | 344 | 344 | ||||
Forward contract indexed to Sotheby's common stock | 0 | 10,500 | (10,500) | |||
Other | 106 | 106 | ||||
Ending balance at Mar. 31, 2019 | $ 431,694 | $ 716 | $ 470,463 | $ (849,784) | $ 881,368 | $ (71,069) |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Company Overview —Since 1744, Sotheby’s has been uniting collectors with world-class works of art, which in these financial statements is meant to include authenticated fine art, decorative art, jewelry, wine, and collectibles, and may also be referred to as "art," "artwork," or "property." Today, Sotheby's offers property from more than 70 collecting categories to clients from 130 countries and presents auctions in ten different salesrooms, including New York, London, Hong Kong, and Paris, and Sotheby’s BidNow program allows clients to view all auctions live online and place bids from anywhere in the world. Sotheby's also offers collectors a variety of innovative art-related services, including the brokerage of private art sales, private jewelry sales through Sotheby's Diamonds, exclusive private selling exhibitions, art-related financing, and art advisory services, as well as retail wine locations in New York and Hong Kong. Accounting Principles —The unaudited Condensed Consolidated Financial Statements included herein have been prepared by the management of Sotheby’s in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. In our opinion, the unaudited Condensed Consolidated Financial Statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The interim results presented in our Condensed Consolidated Statements of Operations are not necessarily indicative of results for a full year. See Note 2 for information about the seasonality of our business. We urge you to read these unaudited Condensed Consolidated Financial Statements in conjunction with the information included in our 2018 Form 10-K filed with the SEC on February 28, 2019. Principles of Consolidation —The unaudited Condensed Consolidated Financial Statements include the accounts of our wholly-owned subsidiaries and Sotheby's (Beijing) Auction Co., Ltd. ("Sotheby's Beijing"), a joint venture in which we have a controlling 80% ownership interest. The net loss attributable to the minority owner of Sotheby's Beijing is reported as "Net Loss Attributable to Noncontrolling Interest" in our Condensed Consolidated Statements of Operations, and the non-controlling 20% ownership interest is reported as "Noncontrolling Interest" within the Equity section of our Condensed Consolidated Balance Sheets. Intercompany transactions and balances among our subsidiaries are eliminated in consolidation. Equity investments through which we may significantly influence, but not control, the investee, are accounted for using the equity method. Under the equity method, our share of investee earnings or losses is recorded in our Condensed Consolidated Statements of Operations within Equity in Earnings of Investees. Our interest in the net assets of these investees is recorded on our Condensed Consolidated Balance Sheets within Other Long-Term Assets. Our equity method investees include: (i) Acquavella Modern Art ("AMA"), a partnership through which a collection of fine art is being sold, (ii) RM Sotheby's, an auction house for investment-quality automobiles, and (iii) a partnership through which artworks are being purchased and sold. Estimates and Assumptions —The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Leases —In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases , which requires long-term lease arrangements to be recognized as assets and liabilities on the balance sheet of the lessee. Under ASU 2016-02, a right-of-use asset and lease liability are recorded for all long-term leases, whether classified as an operating lease or a finance lease. On July 30, 2018, the FASB issued ASU 2018-11, which made targeted improvements to ASU 2016-02 (together, the "New Lease Standard"). We adopted the New Lease Standard on January 1, 2019 using the modified retrospective method and elected not to recast comparative prior year periods. We have also elected the package of practical expedients available under the transition provisions of the New Lease Standard, including (i) not reassessing whether expired or existing contracts contain leases, (ii) not reassessing previous lease classification, and (iii) not revaluing initial direct costs for existing leases. In addition, for all leases, we have elected the practical expedient that allows the aggregation of non-lease components, such as maintenance, utilities, and management services, with the related lease components when evaluating accounting treatment. As a result of our adoption of the New Lease Standard, we recorded a right-of-use asset of $78.4 million and a corresponding operating lease liability of $79.4 million on the January 1, 2019 effective date. The operating lease liability recorded upon adoption was measured using our approximate incremental borrowing rate as of that date. The New Lease Standard did not impact our results of operations, cash flows, or our compliance with existing debt covenants. (See Note 6 for additional information on our leases.) |
Seasonality of Business
Seasonality of Business | 3 Months Ended |
Mar. 31, 2019 | |
Seasonality Of Business [Abstract] | |
Seasonality of Business | Seasonality of Business The global art auction market has two principal selling seasons, which generally occur in the second and fourth quarters of the year. In the aggregate, second and fourth quarter Net Auction Sales 1 represented 76% and 80% of our total annual Net Auction Sales in 2018 and 2017, respectively, with auction commission revenues comprising approximately 74% and 66% , of our total revenues, respectively. Accordingly, our financial results are seasonal, with peak revenues and operating income generally occurring in the second and fourth quarters. Consequently, first and third quarter results have historically reflected lower revenues when compared to the second and fourth quarters and, typically, a net loss due to the fixed nature of many of our operating expenses. ___________________________________________________________________ 1 Represents the total hammer (sale) price of property sold at auction. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Our operations are organized under two segments—the Agency segment and the Finance segment, which does business, and is referred to in this report, as Sotheby's Financial Services (or "SFS"). Through our Agency segment, we accept works of art on consignment and match sellers (also known as consignors) to buyers through the auction or private sale process. In both auction and private sale transactions, we act as exclusive agent for the seller. Prior to offering a work of art for sale, we perform due diligence activities to authenticate and determine the ownership history and condition of the consigned artwork. To a much lesser extent, Agency segment activities also include the sale of artworks that are principally acquired as a consequence of the auction process, and RM Sotheby's, an equity investee that operates as an auction house for investment-quality automobiles. The Agency segment is an aggregation of operating segments which include the auction, private sale, and other related activities that are conducted within various collecting categories, all of which have similar economic characteristics and are similar in their services, customers, and the manner in which their services are provided. SFS is an art financing company that operates as a niche lender with the ability to tailor attractive financing packages for clients who wish to obtain immediate access to liquidity from their art assets. SFS leverages the art expertise of the Agency segment, skill in international law and finance, and access to capital to provide art collectors and dealers with financing secured by their works of art, allowing them to unlock the value in their collections. Art Agency, Partners (“AAP”), through which we offer art advisory services, provides art collectors with strategic guidance on collection identity and development, acquisitions, short and long-term planning, and provides advice to artists and artists' estates. In addition, from time-to-time, AAP brokers private art sales for its advisory clients. Our advisory services are classified within All Other for segment reporting purposes, along with our retail wine business, brand licensing activities, and the results from other certain equity method investments. Thomas S. Smith, Jr., Sotheby's CEO, is our chief operating decision maker. Mr. Smith regularly evaluates financial information about each of our segments in deciding how to allocate resources and assess performance. The performance of each segment is measured based on segment income before taxes, which excludes the unallocated items highlighted in the reconciliation below. The following table presents our segment information for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 Agency SFS All Other Reconciling items Total Revenues $ 154,302 $ 16,067 $ 5,897 $ (2,801 ) (a) $ 173,465 Segment (loss) income before taxes (b) $ (24,146 ) $ 7,977 $ 2,078 $ (498 ) (c) $ (14,589 ) Three Months Ended March 31, 2018 Revenues $ 179,733 $ 12,416 $ 6,182 $ (2,535 ) (a) $ 195,796 Segment (loss) income before taxes (b) $ (9,023 ) $ 6,751 $ 1,388 $ (10,584 ) (c) $ (11,468 ) (a) The reconciling items related to revenues consist principally of amounts charged by SFS to the Agency segment, including interest and facility fees related to certain loans made to Agency segment clients, as well as fees charged for term loan collateral sold at auction or privately through the Agency segment. (b) Our previous credit agreements provided for dedicated asset-based revolving credit facilities for the Agency segment and SFS (see Note 9). The SFS Credit Facility was used to fund a significant portion of client loans. Accordingly, any borrowing costs associated with the SFS Credit Facility were recorded within Cost of Finance Revenues in our Condensed Consolidated Statements of Operations. In September 2017, we modified our cash management strategy in order to reduce borrowing costs by applying excess cash balances against revolver credit facility borrowings. On June 26, 2018, we refinanced our previous credit agreements. The new credit agreement that was entered into in connection with this refinancing combined the Agency Credit Facility and the SFS Credit Facility into one asset-based revolving credit facility. Subsequent to the refinancing and resulting elimination of the SFS Credit Facility, the SFS loan portfolio is no longer directly funded with revolving credit facility borrowings. Accordingly, beginning in the third quarter of 2018, all borrowing costs associated with our revolving credit facility are recorded as interest expense in our Condensed Consolidated Statements of Operations. As a result of this refinancing and the concurrent elimination of the separate segment-based revolving credit facilities, beginning in the third quarter of 2018, when measuring segment profitability: (i) revolving credit facility costs are no longer allocated to our segments and (ii) SFS receives a corporate finance charge that is calculated assuming that 85% of their loan portfolio is funded with debt. Prior period segment results have been recast to reflect these changes in the measurement of segment profitability. (c) The unallocated amounts and reconciling items related to segment (loss) income before taxes are detailed in the table below. The table below presents a reconciliation of total segment loss before taxes to consolidated loss before taxes for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Agency $ (24,146 ) $ (9,023 ) SFS 7,977 6,751 All Other 2,078 1,388 Segment loss before taxes (14,091 ) (884 ) Unallocated amounts and reconciling items: Extinguishment of debt — (10,855 ) Revolving credit facility costs (4,819 ) (2,946 ) SFS corporate finance charge 5,849 4,023 Equity in earnings of investees (a) (1,528 ) (806 ) Loss before taxes $ (14,589 ) $ (11,468 ) (a) For segment reporting purposes, our share of earnings related to equity investees is included as part of loss before taxes. However, such earnings are reported separately below loss before taxes in our Condensed Consolidated Statements of Operations. The table below presents segment assets, as well as a reconciliation of segment assets to consolidated assets as of March 31, 2019 , December 31, 2018 , and March 31, 2018 (in thousands): March 31, 2019 December 31, 2018 March 31, 2018 Agency $ 1,737,022 $ 1,886,986 $ 1,774,543 SFS 739,356 705,779 546,044 All Other 35,798 39,241 41,875 Total segment assets 2,512,176 2,632,006 2,362,462 Unallocated amounts and reconciling items: Deferred tax assets and income tax receivable 71,145 57,082 53,448 Consolidated assets $ 2,583,321 $ 2,689,088 $ 2,415,910 Substantially all of our capital expenditures for the three months ended March 31, 2019 , the year ended December 31, 2018 , and the three months ended March 31, 2018 were attributable to the Agency segment. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The Agency segment, which is our predominant source of revenue, earns commissions and fees by acting as agent for clients wishing to sell their artworks through the auction or private sale process. To a much lesser extent, the Agency segment also earns revenues from the sale of artworks that are owned by Sotheby's. Outside of the Agency segment, we earn revenues from art advisory services, retail wine sales, and brand licensing activities, which are aggregated and classified within All Other for segment reporting purposes, as well as from the art-related financing activities conducted by SFS. The revenues earned by the Agency and All Other segments are accounted for in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"). The revenues earned by SFS are not within the scope of ASC 606. The following table summarizes our revenues by segment and type for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Agency SFS All Other Total Agency SFS All Other Total Revenue from contracts with customers: Agency commissions and fees: Auction commissions $ 117,038 $ — $ — $ 117,038 $ 132,130 $ — $ — $ 132,130 Auction related fees, net (a) 9,428 — — 9,428 11,743 — — 11,743 Private sale commissions 18,239 — — 18,239 19,485 — — 19,485 Other Agency commissions and fees 2,918 — 44 2,962 1,992 — 176 2,168 Total Agency commissions and fees 147,623 — 44 147,667 165,350 — 176 165,526 Inventory sales 6,679 — 2,087 8,766 14,383 — 1,853 16,236 Advisory revenues — — 1,407 1,407 — — 1,250 1,250 License fee and other revenues — — 2,359 2,359 — — 2,903 2,903 Total revenue from contracts with customers 154,302 — 5,897 160,199 179,733 — 6,182 185,915 Finance revenue: Interest and related fees — 13,266 — 13,266 — 9,881 — 9,881 Total revenues $ 154,302 $ 13,266 $ 5,897 $ 173,465 $ 179,733 $ 9,881 $ 6,182 $ 195,796 (a) Auction Related Fees, net, includes the net overage or shortfall attributable to auction guarantees, consignor expense recoveries, and shipping fees charged to buyers. Contract Balances —We are predominantly an agency business that collects and remits cash on behalf of our clients. Following the completion of an auction or private sale, we invoice the buyer for the aggregate purchase price of the property, which includes our buyer's premium or private sale commission, as well as any applicable taxes and royalties. The amount owed by the buyer is recorded within Accounts Receivable, and the amount of net sale proceeds due to the seller is recorded within Client Payables. Upon collection from the buyer, we are obligated to remit the net proceeds to the seller after deducting our commissions and related fees, as well as any applicable taxes and royalties, which are ultimately paid to the appropriate taxing authority or royalty association. Under our standard auction payment terms, the purchase price is due from the buyer no more than 30 days after the sale date, with the net proceeds due to the consignor 35 days after the sale date. For private sales, payment from the buyer is typically due on the sale date, with the net sale proceeds due to the consignor shortly thereafter. We also sometimes provide extended payment terms to an auction or private sale buyer. For auctions, the extent to which extended payment terms are provided can vary considerably from selling season to selling season. Extended payment terms typically extend the payment due date to a date that is no longer than one year from the sale date. In limited circumstances, the payment due date may be extended to a date that is beyond one year from the sale date. When providing extended payment terms, we attempt to match the timing of cash receipt from the buyer with the timing of our payment to the consignor, but are not always successful in doing so. Accordingly, in these situations, the net sale proceeds are paid to the consignor before payment is collected from the buyer. Under our standard auction terms, we retain possession of the property until payment is received from the buyer, though, in certain limited situations, we may allow the buyer to take possession of the property before making payment. In these situations, we are liable to the seller for the net sales proceeds whether or not the buyer makes payment. All extended payment term and property release arrangements are approved by management under our internal corporate governance policy. In the limited circumstances when the buyer's payment due date is extended to a date that is beyond one year from the sale date, if the seller does not provide matched payment terms, the receivable balance is reclassified from Accounts Receivable to Notes Receivable on our Condensed Consolidated Balance Sheets. (See Note 5 for information on Agency segment Notes Receivable.) When the buyer's due date is extended to a date that is one year or less from the sale date, as a practical expedient, we do not record a discount to our commission to account for the effects of the financing component. However, in the limited circumstances when the buyer's due date is extended to a date that is beyond one year from the sale date, we record a discount to our commission revenue to reflect the financing component, if material. The table below presents the Accounts Receivable balances related to our contracts with customers and associated Client Payables as of March 31, 2019, December 31, 2018, and March 31, 2018. The net receivable (payable) balance reported at each balance sheet date is dependent on the timing of auction and private sale settlements, as well as the extent of extended payment terms granted to buyers, particularly if not matched by the consignor. (in thousands) March 31, December 31, March 31, Accounts receivable $ 751,553 $ 967,817 $ 716,330 Client payables 726,594 997,168 820,374 Net receivable (payable) $ 24,959 $ (29,351 ) $ (104,044 ) As of March 31, 2019, the net receivable balance was $25 million , as compared to net payable balances of ($29.4) million as of December 31, 2018 and ($104) million as of March 31, 2018. The net receivable balance as of March 31, 2019 is significantly influenced by payments made to consignors prior to collecting payment from buyers. As of March 31, 2019, Accounts Receivable included $153.9 million related to situations when we paid the consignor prior to collecting from the buyer, as compared to $118.7 million as of December 31, 2018 and $39.4 million as of March 31, 2018. Based on buyer payments collected to-date, our collection history with the buyers, and anticipated upcoming buyer settlements, we believe that the Accounts Receivable balance outstanding as of March 31, 2019 is collectible. As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , Accounts Receivable (net) also included $34.6 million , $39.6 million , and $23.8 million , respectively, related to situations when we allowed the buyer to take possession of the property before making payment. Deferred revenue balances are generally not material. Contract Costs —We incur various direct costs in the fulfillment of our auction services. These costs principally relate to the transport of consigned artworks to the location of the auction sale, various sale marketing activities including catalogue production and distribution, and the exhibition of consigned artworks. A large portion of these costs are funded prior to the auction and are recorded on our Condensed Consolidated Balance Sheets within Prepaid Expenses and Other Current Assets until the date of the auction sale when they are expensed to Direct Costs of Services in the Condensed Consolidated Statements of Operations. As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , the contract cost balances recorded within Prepaid Expenses and Other Current Assets were $13.5 million , $10.8 million , and $9.7 million , respectively. |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Notes Receivable | Notes Receivable Sotheby's Financial Services —SFS makes term loans secured by artworks that are not presently intended for sale, allowing us to establish or enhance mutually beneficial relationships with art collectors. Term loans may also generate future auction or private sale consignments through the sale of the collateral at the conclusion of the loan and/or through future purchases of new property by the borrower. In certain situations, term loans are made to refinance the accounts receivable balances generated by the auction and private sale purchases of our clients. Term loans normally have an initial maturity of one year with an option to renew for an additional year, and typically carry a variable market rate of interest. To a much lesser extent, SFS also makes consignor advances secured by artworks that are contractually committed, in the near term, to be offered for sale through the Agency segment. Consignor advances allow sellers to receive funds upon consignment for an auction or private sale that will occur up to one year in the future and normally have short-term maturities. As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , the net Notes Receivable balance of SFS was $727.8 million , $694 million , and $513.5 million , respectively. As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , $70.6 million , $99.7 million , and $59.8 million , respectively, of the net Notes Receivable balance of SFS was classified within current assets on our Condensed Consolidated Balance Sheets, with the remainder classified within non-current assets. The classification of a loan as current or non-current takes into account the contractual maturity date of the loan, as well as the likelihood of renewing the loan on or before its contractual maturity date. As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , the total net Notes Receivable balance of SFS included $135.5 million , $126.2 million , and $47.2 million , respectively, of term loans issued by SFS to refinance client auction and private sale purchases. For the three months ended March 31, 2019 and 2018 , SFS issued $13.4 million and $7.8 million , respectively, of such loans. These loans are accounted for as non-cash transfers between Accounts Receivable (net) and Notes Receivable (net) and are, therefore, not reflected as the funding of Notes Receivable (net) within Investing Activities in our Condensed Consolidated Statements of Cash Flows. Upon repayment, the cash received in settlement of such Notes Receivable is classified within Operating Activities in our Condensed Consolidated Statements of Cash Flows. For the three months ended March 31, 2019 and 2018 , such repayments totaled $4.1 million and $15 million , respectively. The repayment of secured loans can be adversely impacted by a decline in the art market in general or in the value of the collateral, which is concentrated within certain collecting categories. In addition, in situations when there are competing claims on the collateral and/or when a borrower becomes subject to bankruptcy or insolvency laws, our ability to realize on our collateral may be limited or delayed. We aim to mitigate the risk associated with a potential devaluation in our collateral by targeting a 50% loan-to-value ("LTV") ratio (i.e., the principal loan amount divided by the low auction estimate of the collateral). However, loans may also be made with LTV ratios between 51% and 60% , and, in rare circumstances, loans may be made at an initial LTV ratio higher than 60% . The LTV ratio of certain loans may increase above the 50% target due to a decrease in the low auction estimates of the collateral. The revaluation of term loan collateral is performed by our specialists on an annual basis, or more frequently, if there is a material change in the circumstances related to the loan, the value of the collateral, the disposal plans for the collateral, or if an event of default occurs. We believe that the LTV ratio is the critical credit quality indicator for the secured loans made by SFS. The table below provides the aggregate LTV ratio for the SFS loan portfolio as of March 31, 2019 , December 31, 2018 , and March 31, 2018 (in thousands): March 31, December 31, March 31, Secured loans $ 727,783 $ 693,977 $ 513,482 Low auction estimate of collateral $ 1,651,561 $ 1,629,270 $ 1,295,353 Aggregate LTV ratio 44 % 43 % 40 % The table below provides the aggregate LTV ratio for secured loans made by SFS with an LTV ratio above 50% as of March 31, 2019 , December 31, 2018 , and March 31, 2018 (in thousands): March 31, December 31, March 31, Secured loans with an LTV ratio above 50% $ 331,740 $ 264,916 $ 121,599 Low auction estimate of collateral related to secured loans with an LTV ratio above 50% $ 594,871 $ 476,157 $ 209,933 Aggregate LTV ratio of secured loans with an LTV ratio above 50% 56 % 56 % 58 % The table below provides other credit quality information regarding secured loans made by SFS as of March 31, 2019 , December 31, 2018 , and March 31, 2018 (in thousands): March 31, December 31, March 31, Total secured loans $ 727,783 $ 693,977 $ 513,482 Loans past due $ 25,590 $ 14,405 $ 65,436 Loans more than 90 days past due $ 5,657 $ 8,911 $ 36,341 Non-accrual loans $ — $ 3,854 $ 23,658 Impaired loans $ — $ — $ — Allowance for credit losses: Allowance for credit losses for impaired loans $ — $ — $ — Allowance for credit losses based on historical data 1,146 1,075 1,209 Total allowance for credit losses - secured loans $ 1,146 $ 1,075 $ 1,209 We consider a loan to be past due when principal payments are not paid by the contractual maturity date. Typically, a loan becomes past due only for a short period of time during which either the loan is renewed or collateral is sold to satisfy the borrower's obligations. As of March 31, 2019 , $25.6 million of the net Notes Receivable balance was past due, of which $5.7 million was more than 90 days past due. We are continuing to accrue interest on all past due loans and, as of March 31, 2019 , the collateral securing such loans had a low auction estimate of approximately $145.8 million , resulting in a weighted average LTV ratio of approximately 39% . In consideration of expected loan renewals, collateral sales to date for which the proceeds have not yet been collected from the buyer, as well as the value of the remaining collateral and our current collateral disposal plans, we believe that the principal and interest amounts owed for these past due loans will be collected. A non-accrual loan is a loan for which future Finance Revenue is not recorded due to our determination that it is probable that future interest on the loan will not be collectible. Any cash receipts subsequently received on non-accrual loans are first applied to reduce the recorded principal balance of the loan, with any proceeds in excess of the principal balance then applied to interest owed by the borrower. The recognition of Finance Revenue may resume on a non-accrual loan if sufficient additional collateral is provided by the borrower or if we become aware of other circumstances that indicate that it is probable that the borrower will make future interest payments on the loan. As of December 31, 2018, we had one non-accrual loan with a recorded investment of $5.6 million , consisting of the $3.9 million principal balance and $1.8 million in accrued interest. As of March 31, 2018, this loan had a recorded investment of $25.5 million , consisting of the $23.7 million principal balance and $1.8 million in accrued interest. The investment in this loan was significantly reduced in 2018 and then fully repaid in January 2019 through the collection of collateral sale proceeds. A loan is considered to be impaired when we determine that it is probable that a portion of the principal and interest owed by the borrower will not be recovered after taking into account the estimated realizable value of the collateral securing the loan, as well as the ability of the borrower to repay any shortfall between the value of the collateral and the amount of the loan. The determination of whether a specific loan is impaired and the amount of any required allowance is based on the facts available to management and is reevaluated and adjusted as additional facts become known. If a loan is considered to be impaired, Finance Revenue is no longer recognized and bad debt expense is recorded for any principal or accrued interest that is deemed uncollectible. As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , there were no impaired loans outstanding. As of March 31, 2019 , unfunded commitments to extend additional credit through SFS were approximately $57.9 million . Agency Segment —As discussed in Note 4, in the limited circumstances when the payment due date for an auction or private sale receivable is extended to a date that is beyond one year from the sale date, if the consignor does not provide matched payment terms, the receivable balance is reclassified from Accounts Receivable (net) to Notes Receivable (net) on our Condensed Consolidated Balance Sheets. These Notes Receivable are accounted for as non-cash transfers between Accounts Receivable (net) and Notes Receivable (net) and are, therefore, not reflected as the funding of Notes Receivable within Investing Activities in our Condensed Consolidated Statements of Cash Flows. Upon repayment, the cash received in settlement of such Notes Receivable is classified within Operating Activities in our Condensed Consolidated Statements of Cash Flows. As of March 31, 2019 and March 31, 2018 , Notes Receivable (net) within the Agency segment included $1.2 million and $2.4 million of such amounts reclassified from Accounts Receivable (net), respectively. Under certain circumstances, we provide loans to certain art dealers to finance the purchase of works of art. In these situations, we acquire a partial ownership interest or a security interest in the purchased property in addition to providing the loan. Upon the eventual sale of the property acquired, the loan is repaid. As of March 31, 2019, December 31, 2018 , and March 31, 2018 loans of this type had a balance of $3.1 million , $3.1 million , and $2.1 million respectively. In certain limited situations, the Agency segment will also provide advances to consignors that are secured by property scheduled to be offered at auction in the near term. Such Agency segment consignor advances are recorded on our Condensed Consolidated Balance Sheets within Notes Receivable (net) and totaled $1.3 million and $3.2 million as of March 31, 2019 and December 31, 2018 , respectively. There were no Agency segment consignor advances outstanding as of March 31, 2018 . Allowance for Credit Losses —During the period January 1, 2019 to March 31, 2019 , activity related to the Allowance for Credit Losses by segment was as follows (in thousands): SFS Agency Total Balance as of January 1, 2019 $ 1,075 $ 1,525 $ 2,600 Change in loan loss provision based on historical data 71 — 71 Balance as of March 31, 2019 $ 1,146 $ 1,525 $ 2,671 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases We conduct business in leased premises, which are primarily used to conduct Agency segment operations, including space used for auction salesrooms, gallery and exhibition space, administrative offices, and warehouse facilities. A substantial portion of our leased premises are located in London, England; Hong Kong, China; Paris, France; Geneva, Switzerland; and Zurich, Switzerland. Our determination of whether a contract is or contains a lease and whether that lease should be classified as a finance or operating lease is performed at lease inception, which is the date on which we sign the lease agreement. Lease components, which represent our right to use specified assets, and non-lease components such as maintenance, utilities, and management services contained within a lease are accounted for as a single lease component. Lease right-of-use assets and lease liabilities are measured and recognized on our Condensed Consolidated Balance Sheets on the lease commencement date, which is the date on which the lessor makes the underlying asset available to use. The measurement of lease right-of-use assets and lease liabilities is based on the present value of lease payments not yet made, discounted using our incremental borrowing rate ("IBR") as of the commencement date of the lease. In determining our IBR, a number factors are considered, including the term of the lease, the effects of collateral, the economic environment of the lessee, and the creditworthiness of the lessee. Short-term operating leases, which have an initial term of twelve months or less, are not recognized on our Condensed Consolidated Balance Sheets. Operating lease cost is calculated so that the aggregate amount of fixed minimum lease payments for each lease is recognized in our Condensed Consolidated Statements of Operations on a straight-line basis over the term of the lease. Variable lease payments are not included in the lease liability recorded on our Condensed Consolidated Balance Sheets, but are recognized in our Condensed Consolidated Statements of Operations during the period in which the obligation for those payments is incurred. Our variable lease payments principally relate to lease obligations which are periodically adjusted for changes in an index or rate, including fair market rental rate adjustments that typically occur according to a scheduled rent review period. For leases with such provisions, the operating right-of-use asset and lease liability are measured using the index or fair market rental rate in effect at the lease commencement date. Under the terms of most leases, we are required to pay various service fees, real estate taxes, and insurance costs which are variable in nature and, therefore not included in the measurement of our lease liabilities. Certain of our leases provide us the option to extend or terminate the lease term. Such options are factored into the measurement of our lease right-of-use assets and lease liabilities when we determine it is reasonably certain that the option will be exercised. The following table summarizes the components of the operating lease cost reflected in our Condensed Consolidated Statements of Operations within General and Administrative Expenses for the three months ended March 31, 2019 (in thousands): Three Months Ended March 31, 2019 Operating lease cost $ 4,861 Variable lease cost 757 Sublease income (479 ) Total lease cost $ 5,139 The following table summarizes information about the amount and timing of our future operating lease commitments as of March 31, 2019 (in thousands): 2019 (remaining) $ 14,473 2020 17,657 2021 13,469 2022 11,064 2023 7,991 Thereafter 28,353 Total undiscounted operating lease payments $ 93,007 Less: Imputed interest (16,569 ) Present value of operating lease liabilities $ 76,438 As of March 31, 2019, we have entered into an operating lease with an undiscounted non-cancellable future minimum lease commitment of $7.6 million . This lease commitment is not included in our operating lease liabilities as of March 31, 2019 because the premises are not yet available for use. This lease is expected to commence in the second quarter of 2019 and has a term of nine years. As of March 31, 2019, the weighted-average remaining lease term for our operating leases is 7.6 years and the weighted average discount rate used to measure our operating lease liabilities is 4.77% . For the three months ended March 31, 2019, operating lease liabilities arising from obtaining right-of-use assets totaled $1.5 million . For the three months ended March 31, 2019, cash payments made in respect of our lease liabilities totaled $4.7 million and are classified within operating activities in our Condensed Consolidated Statements of Cash Flows. The following table summarizes the future minimum lease payments due under non-cancellable operating leases in effect at December 31, 2018 (in thousands) January 2019 to December 2019 January 2020 to December 2020 January 2021 to December 2021 January 2022 to December 2022 January 2023 to December 2023 Thereafter Total (a) $ 20,039 $ 17,771 $ 14,033 $ 11,750 $ 9,449 $ 32,318 $ 105,360 The following table summarizes the future minimum lease payments due under non-cancellable operating leases in effect at March 31, 2018 (in thousands): April 2018 to March 2019 April 2019 to March 2020 April 2020 to March 2021 April 2021 to March 2022 April 2022 to March 2023 Thereafter Total (a) $ 20,073 $ 17,606 $ 15,963 $ 12,937 $ 10,393 $ 34,839 $ 111,811 (a) These amounts represent our undiscounted non-cancellable future minimum operating lease commitments, including any contractual market-based or indexed rent adjustments that are currently in effect. The lease commitments reflected in the table also include any future fixed minimum payments for common area maintenance, insurance, or tax payments for which we are also obligated under the terms of certain leases. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill —For the three months ended March 31, 2019 and 2018 , changes in the carrying value of Goodwill were as follows (in thousands): Three Months Ended March 31, 2019 2018 Agency All Other Total Agency All Other Total Beginning balance as of January 1 $ 49,422 $ 6,151 $ 55,573 $ 44,396 $ 6,151 $ 50,547 Goodwill acquired — — — 5,109 — 5,109 Foreign currency exchange rate changes 8 — 8 175 — 175 Ending balance as of March 31 $ 49,430 $ 6,151 $ 55,581 $ 49,680 $ 6,151 $ 55,831 On February 2, 2018, we acquired Viyet, an online marketplace for interior design specializing in vintage and antique furniture, decorative objects, and accessories. This acquisition complements and enhances our online sales program, and provides an additional sale format to offer clients. In October 2018, Viyet was rebranded as Sotheby's Home. Intangible Assets —As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , intangible assets consisted of the following (in thousands): Amortization Period March 31, 2019 December 31, 2018 March 31, Indefinite lived intangible assets: License (a) N/A $ 324 $ 324 $ 324 Intangible assets subject to amortization: Customer relationships - Art Advisory Partners 8 years 10,800 10,800 10,800 Non-compete agreements - Art Advisory Partners 5-6 years 3,060 3,060 3,060 Artworks database (b) 10 years 1,275 1,275 1,200 Technology 4 years 4,461 4,461 4,461 Total intangible assets subject to amortization 19,596 19,596 19,521 Accumulated amortization (7,746 ) (6,927 ) (4,527 ) Total amortizable intangible assets (net) 11,850 12,669 14,994 Total intangible assets (net) $ 12,174 $ 12,993 $ 15,318 (a) Relates to a license obtained in conjunction with the purchase of a retail wine business in 2008 . (b) Relates to a database containing historic information concerning repeat sales of works of art. This database was acquired along with the associated business in exchange for an initial cash payment made in the third quarter of 2016 and subsequent cash payments made in the third quarters of 2017 and 2018. For the three months ended March 31, 2019 and 2018 , amortization expense related to intangible assets was approximately $0.8 million and $0.6 million , respectively. The estimated aggregate amortization expense for the remaining useful lives of intangible assets subject to amortization during the five -year period succeeding the March 31, 2019 balance sheet date are as follows (in thousands): Period Amount April 2019 to March 2020 $ 3,186 April 2020 to March 2021 $ 3,124 April 2021 to March 2022 $ 2,666 April 2022 to March 2023 $ 1,480 April 2023 to March 2024 $ 1,143 |
Defined Benefit Pension Plan
Defined Benefit Pension Plan | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Defined Benefit Pension Plan | Defined Benefit Pension Plan We sponsor a defined benefit pension plan in the U.K. (the "U.K. Pension Plan"), which was closed to future service cost accruals on April 30, 2016. For the three months ended March 31, 2019 and 2018 , the components of the net pension credit related to the U.K. Pension Plan recorded within Non-Operating Income in our Condensed Consolidated Statements of Operations were as follows (in thousands): Three Months Ended March 31, 2019 2018 Interest cost $ 2,016 $ 1,981 Expected return on plan assets (2,675 ) (2,902 ) Amortization of actuarial loss — 125 Amortization of prior service cost (16 ) (26 ) Net pension credit $ (675 ) $ (822 ) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Revolving Credit Facilities —Prior to June 26, 2018, we were party to credit agreements with an international syndicate of lenders that, among other things, provided for dedicated asset-based revolving credit facilities for the Agency segment (the "Agency Credit Facility") and SFS (the "SFS Credit Facility") (collectively, the "Previous Credit Agreements"). The Previous Credit Agreements were scheduled to mature on August 22, 2020. On June 26, 2018, we refinanced the Previous Credit Agreements and entered into a new credit agreement with an international syndicate of lenders led by JPMorgan Chase Bank, N.A. (the “New Credit Agreement”). The proceeds under the New Credit Agreement may be used for our working capital needs and other general corporate purposes, and borrowings thereunder are available in U.S. Dollars, Pounds Sterling, Euros, Swiss Francs, and Hong Kong Dollars. The New Credit Agreement reduced the interest rate margins for borrowings when compared to those under the Previous Credit Agreements by 25 basis points . Such interest rate margins are determined by reference to a pricing grid that is based on the level of borrowings outstanding under the New Credit Agreement. The New Credit Agreement is scheduled to mature on June 26, 2023. The New Credit Agreement combined the Agency Credit Facility and SFS Credit Facility into one asset-based revolving credit facility with an aggregate borrowing capacity of $1.1 billion , which is subject to an enhanced borrowing base. The New Credit Agreement has a sub-limit of $350 million for foreign currency borrowings, as well as an accordion feature, which allows us to seek an increase to the borrowing capacity of the New Credit Agreement by an amount not to exceed $300 million in the aggregate. Though new commitments would need to be obtained, the uncommitted accordion feature permits us to seek an increase to the aggregate borrowing capacity under the New Credit Agreement pursuant to an expedited documentation process. The borrowing base under the New Credit Agreement is determined by a calculation that is based upon, among other things, a percentage of: (i) eligible cash; (ii) the carrying value of certain auction guarantee advances; (iii) the carrying value of certain art inventory; (iv) the carrying value of certain extended payment term receivables arising from auction or private sale transactions; (v) the carrying value of certain loans in the SFS loan portfolio; (vi) the fair market value of certain eligible real property located in the U.K., subject to a cap; and (vii) the net orderly liquidation value of certain of our trademarks, subject to a cap. Domestic borrowers are jointly and severally liable for all obligations under the New Credit Agreement and, subject to certain limitations, borrowers in the U.K. and Sotheby's Hong Kong Limited, are jointly and severally liable for all obligations of the foreign borrowers under the New Credit Agreement. In addition, the obligations of the borrowers under the New Credit Agreement are guaranteed by certain of their subsidiaries. Our obligations under the New Credit Agreement are secured by liens on all or substantially all of the personal property of the entities that are borrowers and guarantors under the New Credit Agreement. The New Credit Agreement contains certain customary affirmative and negative covenants including, but not limited to, limitations on indebtedness, liens, investments, restricted payments, and the use of proceeds from borrowings thereunder. The New Credit Agreement also contains a limitation on net outstanding auction guarantees (i.e., auction guarantees less the impact of related risk sharing arrangements). Subject to maintaining a minimum level of available borrowing capacity, the New Credit Agreement permits dividend payments, common stock repurchases, investments, and certain debt prepayments, so long as no event of default exists. The New Credit Agreement also contains certain financial covenants, which are only applicable during certain defined compliance periods. These financial covenants were not applicable for the twelve month period ended March 31, 2019 . We have incurred aggregate fees of approximately $4.4 million related to the New Credit Agreement, which are being amortized on a straight-line basis through its June 26, 2023 maturity date. The following tables summarize information related to our revolving credit facilities as of and for the periods ended March 31, 2019 , December 31, 2018 , and March 31, 2018 (in thousands): As of and for the periods ended March 31, 2019 December 31, 2018 March 31, 2018 Maximum borrowing capacity $ 1,100,000 $ 1,100,000 $ 1,100,000 Borrowing base $ 904,072 $ 857,773 $ 549,983 Borrowings outstanding $ 430,000 $ 280,000 $ 65,000 Available borrowing capacity (a) $ 474,072 $ 577,773 $ 484,983 Average Borrowings Outstanding: Three months ended $ 352,833 N/A $ 148,478 Year ended N/A $ 106,181 N/A (a) The available borrowing capacity is calculated as the borrowing base less borrowings outstanding. Borrowing costs under the Previous Credit Agreements related to the Agency segment are reflected in our Condensed Consolidated Statements of Operations as Interest Expense. Borrowing costs under the Previous Credit Agreements related to SFS are reflected in our Condensed Consolidated Statements of Operations within Cost of Finance Revenues as any borrowings thereunder were used to directly fund client loans. Subsequent to the change in our cash management strategy (as discussed in Note 3 ), the refinancing of the Previous Credit Agreements, and the resulting elimination of the SFS Credit Facility on June 26, 2018, the SFS loan portfolio is no longer being directly funded with revolving credit facility borrowings. Accordingly, all borrowing costs associated with the New Credit Agreement are recorded as Interest Expense in our Condensed Consolidated Statements of Operations. Long-Term Debt —As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , Long-Term Debt consisted of the following (in thousands): March 31, December 31, March 31, York Property Mortgage, net of unamortized debt issuance costs of $3,305, $3,559, and $4,292 $ 255,437 $ 257,284 $ 268,794 2025 Senior Notes, net of unamortized debt issuance costs of $4,776, $4,894, and $5,425 395,224 395,106 394,575 Less current portion: York Property Mortgage, net of unamortized debt issuance costs of $1,017, $1,010, and $1,010 (13,653 ) (13,604 ) (12,381 ) Total Long-Term Debt, net $ 637,008 $ 638,786 $ 650,988 See the captioned sections below for information related to the York Property Mortgage and the 2025 Senior Notes. York Property Mortgage —The York Property, our headquarters building located at 1334 York Avenue in New York, is subject to a seven -year, $325 million mortgage loan (the "York Property Mortgage") that matures on July 1, 2022. As of March 31, 2019 , the York Property Mortgage had an outstanding principal balance of $258.7 million and its fair value approximated its book value due to the variable interest rate associated with the mortgage. The fair value measurement of the York Property Mortgage is considered to be a Level 2 fair value measurement in the hierarchy provided by ASC 820, Fair Value Measurements . The York Property Mortgage bears interest based on the one -month LIBOR rate plus a spread of 2.25% and is being amortized based on a 25 -year mortgage-style amortization schedule over its seven -year term. On June 21, 2017, the York Property Mortgage was amended (the "First Amendment") to reduce the minimum net worth that Sotheby's is required to maintain f rom $425 million to $325 million in order to provide continued flexibility regarding potential future common stock repurchases. On October 18, 2018, the York Property Mortgage was further amended (the "Second Amendment") to modify the definition of net worth whereby the balance recorded within Treasury Stock Shares on our Condensed Consolidated Balance Sheets is added back to Total Equity for the purposes of calculating net worth. Although the minimum net worth required by the York Property Mortgage remains at $325 million , the change to the definition of net worth provides continued flexibility regarding potential future common stock repurchases. Sotheby’s net worth as of March 31, 2019 , as calculated under the Second Amendment, is approximately $1.3 billion . In conjunction with the First Amendment, on July 3, 2017, we made a prepayment of $32 million to reduce the outstanding principal balance of the York Property Mortgage, and agreed to make annual prepayments funded primarily with cash accumulated in a restricted cash management account, as discussed below, beginning in July 2018 and continuing through July 2021 that are not to exceed $25 million in the aggregate during that period. The $32 million principal payment made on July 3, 2017 was funded with $25 million from existing cash balances and $7 million from a restricted cash management account associated with the York Property Mortgage. On July 2, 2018, a $6.25 million principal payment funded primarily from the restricted cash management account was made in accordance with the First Amendment. (See Note 10 for information related to the interest protection agreements that were entered into in connection with the York Property Mortgage.) The York Property, the York Property Mortgage, and the related interest rate protection agreements are held by 1334 York, LLC (the "LLC"), a separate legal entity of Sotheby's that maintains its own books and records and whose results are ultimately consolidated into our Condensed Consolidated Financial Statements. The LLC is the sole owner and lessor of the York Property. The LLC presently leases the York Property to Sotheby's, Inc., which is also controlled by Sotheby's. The assets of the LLC are not available to satisfy the obligations of our other affiliates or any other entity. The loan agreement governing the York Property Mortgage contains the following financial covenants, which are subject to additional terms and conditions as provided in the underlying loan agreement: • As measured on July 1, 2020, the LTV ratio (i.e., the principal balance of the York Property Mortgage divided by the appraised value of the York Property) may not exceed 65% (the "Maximum LTV") based on the then-outstanding principal balance of the York Property Mortgage. If the LTV ratio exceeds the Maximum LTV, the LLC may, at its option, post cash or a letter of credit or pay down the York Property Mortgage without any prepayment penalty or premium, in an amount that will cause the LTV ratio not to exceed the Maximum LTV. • At all times during the term of the York Property Mortgage, the Debt Yield will not be less than 8.5% (the "Minimum Debt Yield"). The Debt Yield is calculated by dividing the annual net operating income of the LLC, which primarily consists of lease income from Sotheby's, Inc. (calculated on a cash basis), by the outstanding principal balance of the York Property Mortgage. If the Debt Yield falls below the Minimum Debt Yield, the LLC has the option to post cash or a letter of credit or prepay the York Property Mortgage without any prepayment penalty or premium, in an amount that will cause the Debt Yield to exceed the Minimum Debt Yield. • If Sotheby's corporate credit rating from Standard & Poor’s Rating Services ("S&P") is downgraded to "BB-", the lender may require that the LLC establish cash management accounts (the "Cash Management Accounts") under the lender's control for potential monthly debt service, insurance, and tax payments. If the rating is downgraded to "B+" or "B", the lender may require the LLC to deposit a certain amount of debt service into the Cash Management Accounts (approximately 6 and 12 months of debt service, respectively). If the rating is downgraded to lower than "B", the LLC must make principal payments on the mortgage such that the LTV ratio does not exceed 65% . On February 9, 2016, Sotheby's corporate credit rating from S&P was downgraded to "BB-" from "BB". As a result, a Cash Management Account was established under the control of the lender. The lender will retain any excess cash after monthly debt service, insurance, and taxes as security. As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , the Cash Management Account had a balance of $1 million , $0.7 million , and $4.3 million , respectively, which is reflected within Restricted Cash on our Condensed Consolidated Balance Sheets. • At all times during the term of the York Property Mortgage, we are required to maintain a minimum net worth as discussed above, subject to a cure period. Senior Unsecured Debt —On September 27, 2012, we issued $300 million aggregate principal amount of 5.25% Senior Notes, due October 1, 2022 (the "2022 Senior Notes"). On December 12, 2017, we issued $400 million aggregate principal amount of 4.875% Senior Notes due December 15, 2025 (the “2025 Senior Notes”). The net proceeds from the sale of the 2025 Senior Notes were approximately $395.5 million , after deducting fees paid to the initial purchasers, of which $312.3 million was irrevocably deposited with a trustee for the benefit of the holders of the 2022 Senior Notes, which were redeemed using these funds on January 11, 2018. The $312.3 million r edemption price that was deposited with the trustee, consisting of the $300 million principal amount plus $4.4 million of accrued interest and a call premium of $7.9 million , was classified within Restricted Cash on our Condensed Consolidated Balance Sheets as of December 31, 2017. As a result of the redemption of the 2022 Senior Notes, we wrote-off $3 million of related unamortized debt issuance costs, which, when combined with the $7.9 million call premium, resulted in a total loss on the extinguishment of $10.9 million recognized in the first quarter of 2018. Interest on the 2025 Senior Notes is payable in cash semi-annually in arrears on June 15 and December 15 of each year, beginning June 15, 2018. The 2025 Senior Notes were offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. Persons under Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). Holders of the 2025 Senior Notes do not have registration rights, and the 2025 Senior Notes have not been and will not be registered under the Securities Act. The 2025 Senior Notes are guaranteed, jointly and severally, on a senior unsecured basis by certain of our existing and future domestic subsidiaries to the extent and on the same basis that such subsidiaries guarantee borrowings under the Credit Agreement. The 2025 Senior Notes will be redeemable, in whole or in part, on or after December 15, 2020, at specified redemption prices set forth in the underlying indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to December 15, 2020, the 2025 Senior Notes are redeemable, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2025 Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus a make-whole premium (as defined in the underlying indenture). In addition, at any time prior to December 15, 2020, we may redeem up to 40% of the aggregate principal amount of the 2025 Senior Notes with the net cash proceeds of certain equity offerings at the redemption price of 104.875% plus accrued and unpaid interest. If Sotheby's experiences a Change of Control (as defined in the underlying indenture), we must offer to repurchase all of the 2025 Senior Notes then outstanding at 101% of the aggregate principal amount of the 2025 Senior Notes repurchased, plus accrued and unpaid interest. The underlying indenture for the 2025 Senior Notes also contains customary covenants that limit, among other things, our ability to grant liens on our assets; enter into sale and leaseback transactions; and merge, consolidate or transfer or dispose of substantially all of our assets. The above covenants are subject to a number of exceptions and qualifications set forth in the underlying indenture. As of March 31, 2019 , the $400 million principal amount of the 2025 Senior Notes had a fair value of approximately $388.5 million based on a broker quoted price derived via a pricing model using observable and unobservable inputs. As such, this fair value measurement is considered to be a Level 3 fair value measurement in the hierarchy provided by ASC 820. Future Payments Due Under Outstanding Debt —The aggregate future principal and interest payments due under the New Credit Agreement, the York Property Mortgage, and the 2025 Senior Notes during the five-year period after March 31, 2019 are as follows (in thousands): Period Amount April 2019 to March 2020 $ 47,300 April 2020 to March 2021 $ 47,162 April 2021 to March 2022 $ 46,741 April 2022 to March 2023 $ 665,618 April 2023 to March 2024 $ 19,500 The table above assumes that the annual interest rate for the York Property Mortgage will be within the ceiling and floor rates of the associated interest rate collar for the remainder of the mortgage term based on available forecasts of LIBOR rates for the future periods through maturity (see Note 10 ). The table above also assumes York Property Mortgage principal payments consistent with the related mortgage amortization schedule, as well as annual principal prepayments of $6.25 million each July through 2021, as discussed above. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Derivative Financial Instruments Designated as Hedging Instruments —The following tables present fair value information related to the derivative financial instruments designated as hedging instruments as of March 31, 2019 , December 31, 2018 , and March 31, 2018 (in thousands): Assets Liabilities March 31, 2019 Balance Sheet Classification Fair Value Balance Sheet Classification Fair Value Cash Flow Hedges: Interest rate collar N/A $ — Other Current Liabilities $ 49 Interest rate collar N/A — Other Long-Term Liabilities 1,459 Total cash flow hedges — 1,508 Net Investment Hedges: Foreign exchange contracts Prepaid Expenses and Other Current Assets 415 N/A — Total $ 415 $ 1,508 Assets Liabilities December 31, 2018 Balance Sheet Classification Fair Value Balance Sheet Classification Fair Value Cash Flow Hedges: Interest rate collar N/A — Other Current Liabilities 40 Interest rate collar N/A — Other Long-Term Liabilities 1,185 Total cash flow hedges — 1,225 Net Investment Hedges: Foreign exchange contracts N/A 462 N/A — Total $ 462 $ 1,225 Assets Liabilities March 31, 2018 Balance Sheet Classification Fair Value Balance Sheet Classification Fair Value Cash Flow Hedges: Interest rate swap Prepaid Expenses and Other Current Assets $ 377 N/A $ — Interest rate collar N/A — Other Current Liabilities 177 Interest rate collar N/A — Other Long-Term Liabilities 399 Total cash flow hedges 377 576 Net Investment Hedges: Foreign exchange contracts N/A — Other Current Liabilities 5,891 Total $ 377 $ 6,467 The following table summarizes the effect of the derivative financial instruments designated as hedging instruments on our Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, 2019 and 2018 (in thousands): Gain (Loss) Recognized in Other Comprehensive Income - Effective Portion Classification of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Loss Amount Reclassified from Accumulated Other Comprehensive Loss into Net Loss - Effective Portion Three Months Ended March 31, 2019 2018 2019 2018 Cash Flow Hedges: Interest rate swap $ — $ 80 Interest Expense $ — $ (52 ) Interest rate collar (213 ) 980 Interest Expense — 162 Total cash flow hedges (213 ) 1,060 — 110 Net Investment Hedges: Foreign exchange contracts (46 ) (1,610 ) N/A — — Total $ (259 ) $ (550 ) $ — $ 110 See the captioned sections below for information related to the derivative financial instruments designated as cash flow hedges or net investment hedges. Derivative Financial Instruments Designated as Cash Flow Hedges —In connection with the York Property Mortgage (see Note 9 ), we entered into interest rate protection agreements secured by the York Property, consisting of a 2 -year interest rate swap (the "Mortgage Swap"), effective as of July 1, 2015 , and a 5 -year interest rate collar (the "Mortgage Collar"), effective as of July 1, 2017 . The Mortgage Swap fixed the LIBOR rate on the York Property Mortgage at an annual rate equal to 0.877% through its July 1, 2017 expiration date. The Mortgage Collar effectively fixes the LIBOR rate on the York Property Mortgage at an annual rate of no less than 1.917% , but no more than 3.75% , for the remainder of the mortgage's 7 -year term. After taking into account the interest rate protection agreements, the annual interest rate for the first two years of the York Property Mortgage was approximately 3.127% and then will be between a floor of 4.167% and a cap of 6% for the remainder of its term. Beginning on the effective date of the Mortgage Collar through March 31, 2019 , the weighted average interest rate for the York Property Mortgage was 4.35% . In conjunction and concurrent with the First Amendment to the York Property Mortgage in June 2017 (see Note 9), the notional value of the Mortgage Collar was reduced by $57 million to reflect: (i) the $32 million principal prepayment made on the York Property Mortgage on July 3, 2017 and (ii) potential annual prepayments of $6.25 million each, beginning in July 2018 and continuing through July 2021. The reduction in the notional value of the Mortgage Collar relates to previously forecasted interest payments that are no longer probable of occurring following the June 2017 amendment to the York Property Mortgage. As of March 31, 2019 , the notional value of the Mortgage Collar was $258.7 million , which is equal to the principal balance of the York Property Mortgage on that date. For the remainder of its term, the Mortgage Collar will have a notional value that is no greater than the applicable forecasted principal balance of the York Property Mortgage. The York Property, the York Property Mortgage, and the related interest rate protection agreement(s) are held by 1334 York, LLC, a separate legal entity of Sotheby's that maintains its own books and records and whose results are ultimately consolidated into our financial statements. On November 21, 2016, we entered into a two -year interest rate swap agreement to eliminate the variability in expected cash outflows associated with the one-month LIBOR-indexed interest payments owed on $63 million of revolving credit facility borrowings (the "Revolving Credit Facility Swap"). In the third quarter of 2018, these revolving credit facility borrowings were repaid, and the Revolving Credit Facility Swap was terminated, resulting in a $0.2 million (net of tax) reclassification from Accumulated Other Comprehensive Loss into Net Loss in that period. At their inception, the Mortgage Collar and the Revolving Credit Facility Swap (collectively, the "Cash Flow Hedges") were each individually designated as cash flow hedges of the risk associated with the variability in expected cash outflows related to the one-month LIBOR-indexed interest payments owed on their respective debt instruments. Accordingly, to the extent that each of the Cash Flow Hedges remains outstanding and is effective, any unrealized gains and losses related to changes in their fair value are recorded to Accumulated Other Comprehensive Loss on our Condensed Consolidated Balance Sheets and then reclassified to Interest Expense in our Condensed Consolidated Statements of Operations in the same period that interest expense related to the underlying debt instruments is recorded. Any hedge ineffectiveness is immediately recognized in Net Income (Loss). In addition, if any of the forecasted transactions associated with the Cash Flow Hedges are no longer probable of occurring, any related amounts previously recorded in Accumulated Other Comprehensive Loss on our Condensed Consolidated Balance Sheets would be immediately reclassified into Net Income (Loss). Management performs a quarterly assessment to determine whether the Mortgage Collar, as amended, continues to be highly effective in hedging the risk associated with the variability in expected cash outflows related to the one-month LIBOR-indexed interest payments on the York Property Mortgage. As of March 31, 2019 , the Mortgage Collar, as amended, is expected to continue to be highly effective in hedging the risk associated with the variability in expected cash outflows related to the one-month LIBOR-indexed interest payments on the York Property Mortgage. The assets and liabilities associated with the Cash Flow Hedges have been designated as Level 2 fair value measurements within the fair value hierarchy provided by ASC 820. Level 2 fair value measurements have pricing inputs other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. Level 2 fair value measurements may be determined through the use of models or other valuation methodologies. The fair value of the Mortgage Collar is based on an option pricing model using observable LIBOR-curve rates for each forecasted monthly settlement, with the projected cash flows discounted using the contractual terms of the instrument. The fair value of the Revolving Credit Facility Swap was based on a discounted cash flow methodology using the contractual terms of the instrument and observable LIBOR-curve rates that were consistent with the timing of the interest payments related to our revolving credit facility. Derivative Financial Instruments Designated as Net Investment Hedges —We are exposed to variability in the U.S. Dollar equivalent of the net investments in our foreign subsidiaries and, by extension, the U.S. Dollar equivalent of any foreign earnings repatriated to the U.S. due to potential changes in foreign currency exchange rates. As a result, we regularly enter into foreign currency forward exchange contracts to hedge the net investments in our foreign subsidiaries from which we expect to repatriate earnings to the U.S. As of March 31, 2019 , the aggregate notional value of our outstanding net investment hedge contracts was $59.7 million . We use the forward rate method to assess the effectiveness of our net investment hedges. Under the forward rate method, if both the notional value of the derivative designated as a hedge of a net investment in a foreign subsidiary equals the portion of the net investment designated as being hedged and the derivative relates solely to the foreign exchange rate between the functional currency of the hedged net investment and the investor’s functional currency, then all changes in fair value of the derivative are reported in the cumulative translation adjustment accounts within Accumulated Other Comprehensive Loss on our Condensed Consolidated Balance Sheets. The foreign currency forward exchange contracts designated as net investment hedges are considered Level 2 fair value measurements within the fair value hierarchy provided by ASC 820. Level 2 fair value measurements have pricing inputs other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value may be determined through the use of models or other valuation methodologies. The fair value of these foreign currency forward exchange contracts is based on the estimated amount to settle the contracts using applicable market exchange rates as of the balance sheet date. Derivative Financial Instruments Not Designated as Hedging Instruments —We also utilize forward contracts to hedge cash flow exposures related to foreign currency exchange rate movements arising from short-term foreign currency denominated intercompany balances and, to a much lesser extent, foreign currency denominated client payable balances, as well as foreign currency denominated auction guarantee obligations. Such forward exchange contracts are typically short-term with settlement dates less than six months from their inception. These instruments are not designated as hedging instruments for accounting purposes. Accordingly, changes in the fair value of these instruments are recognized in our Condensed Consolidated Statements of Operations in Non-Operating Income. As of March 31, 2019 , the notional value of outstanding forward exchange contracts not designated as hedging instruments was $184.8 million . Notional values do not quantify risk or represent assets or liabilities, but are used to calculate cash settlements under outstanding forward exchange contracts. We are exposed to credit-related risks in the event of nonperformance by the counterparties to our outstanding forward exchange contracts that are not designated as hedging instruments. We do not expect any of these counterparties to fail to meet their obligations, given their investment grade short-term credit ratings. As of March 31, 2019 , our Condensed Consolidated Balance Sheets include an asset of $0.3 million within Prepaid Expenses and Other Current Assets and a liability of $0.3 million within Accounts Payable and Accrued Liabilities, representing the fair values of these contracts on that date. As of December 31, 2018 , our Condensed Consolidated Balance Sheets include an asset of $1.7 million within Prepaid Expenses and Other Current Assets and a liability of $1.5 million within Accounts Payable and Accrued Liabilities, representing the fair values of these contracts on that date. As of March 31, 2018, our Condensed Consolidated Balance Sheets include a liability of $2.1 million recorded within Accounts Payable and Accrued Liabilities, representing the fair value of these contracts on that date. |
Supplemental Condensed Consolid
Supplemental Condensed Consolidated Cash Flow Information | 3 Months Ended |
Mar. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Condensed Consolidated Cash Flow Information | Supplemental Condensed Consolidated Cash Flow Information Cash, Cash Equivalents, and Restricted Cash —As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , cash, cash equivalents, and restricted cash consisted of the following (in thousands): March 31, December 31, March 31, Cash and cash equivalents $ 124,332 $ 178,579 $ 335,728 Restricted cash (a), recorded within current assets: Consignor funds held in legally segregated accounts 10,549 3,938 11,192 Cash Management Account related to the York Property Mortgage (see Note 9) 1,005 716 4,290 Other 185 182 200 Restricted cash, recorded within current assets (a) 11,739 4,836 15,682 Restricted cash, recorded within other long-term assets (a) (b) 17,149 16,819 18,662 Total restricted cash 28,888 21,655 34,344 Cash, cash equivalents, and restricted cash $ 153,220 $ 200,234 $ 370,072 (a) Restricted cash generally includes legally restricted deposits or amounts and cash balances restricted as a result of contracts entered into with third parties. (b) Principally relates to funds held in escrow pending the payment of sale proceeds to a consignor. Changes in Other Operating Assets and Liabilities —For the three months ended March 31, 2019 and 2018 , changes in other operating assets and liabilities as reported in the Condensed Consolidated Statements of Cash Flows included the following (in thousands): Three Months Ended March 31, 2019 2018 Increase in: Prepaid expenses and other current assets $ (5,517 ) $ (2,588 ) Other long-term assets (1,572 ) (3,773 ) Income tax receivables and deferred income tax assets (20,550 ) (12,579 ) (Decrease)/increase in: Accounts payable and accrued liabilities and other liabilities (55,544 ) (57,419 ) Accrued income taxes and deferred income tax liabilities 2,467 555 Total changes in other operating assets and liabilities $ (80,716 ) $ (75,804 ) |
Supplemental Condensed Consol_2
Supplemental Condensed Consolidated Balance Sheet Information | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Condensed Consolidated Balance Sheet Information | Supplemental Condensed Consolidated Balance Sheet Information As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , Prepaid Expenses and Other Current Assets consisted of the following (in thousands): March 31, December 31, March 31, Prepaid expenses $ 32,793 $ 25,672 $ 32,444 Derivative financial instruments (see Note 10) 415 462 377 Insurance recoveries 5,558 4,353 — Other 9,157 8,144 7,784 Total Prepaid Expenses and Other Current Assets $ 47,923 $ 38,631 $ 40,605 As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , Other Long-Term Assets consisted of the following (in thousands): March 31, December 31, March 31, Defined benefit pension plan asset $ 106,640 $ 103,539 $ 114,391 Equity method investments (a) 46,982 47,507 46,086 Trust assets related to deferred compensation liability 32,587 28,517 29,156 Restricted cash (see Note 12) 17,149 16,819 18,662 Insurance recoveries 12,093 13,882 13,406 Other 16,222 16,396 15,315 Total Other Long-Term Assets $ 231,673 $ 226,660 $ 237,016 (a) Includes our equity method investments in RM Sotheby's and AMA, as well as a partnership through which artworks are being purchased and sold. As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , Other Long-Term Liabilities consisted of the following (in thousands): March 31, December 31, March 31, Deferred compensation liability $ 32,188 $ 28,255 $ 28,607 Acquisition earn-out consideration — 8,750 8,750 Interest rate collar liability (see Note 10) 1,459 1,185 399 Other 7,297 7,327 7,796 Total Other Long-Term Liabilities $ 40,944 $ 45,517 $ 45,552 |
Common Stock Repurchase Program
Common Stock Repurchase Program | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Common Stock Repurchase Program | Common Stock Repurchase Program On December 13, 2018, we paid $70 million upon entry into an ASR agreement (the "ASR Agreement"). Pursuant to the ASR Agreement, on December 14, 2018, we received an initial delivery of 1,605,938 shares of our common stock with a value of $59.5 million , or $37.05 per share. In conjunction with our entry into the ASR Agreement, we recorded $59.5 million to Treasury Stock to reduce Shareholders’ Equity for the value of the initial shares received and $10.5 million to Additional Paid-In Capital to reduce Shareholders’ Equity for the unsettled portion of the ASR Agreement, which represented a forward contract indexed to our common stock. On March 1, 2019, the ASR Agreement expired, and we received an additional 186,732 shares of our common stock. Upon conclusion of the ASR Agreement, the $10.5 million initially recorded to Additional Paid-In Capital was reclassified to Treasury Stock on our Condensed Consolidated Statements of Shareholders' Equity. In total, the ASR Agreement resulted in the repurchase of 1,792,670 shares of our common stock for an average price of $39.05 per share. The amount paid to enter into the ASR Agreement effectively utilized the remaining share repurchase authorization from our Board of Directors. In the first quarter of 2018, we repurchased 488,846 shares of our common stock for an aggregate purchase price of $25.3 million , resulting in an average price of $51.84 per share. These share repurchases were made through open market purchases and purchases made pursuant to an SEC Rule 10b5-1 plan codified at 17 C.F.R. 240.10b5-1. . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following is a summary of the changes in Accumulated Other Comprehensive Loss and the details regarding any reclassification adjustments made for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Currency Translation Adjustments Balance at beginning of period $ (84,051 ) $ (74,505 ) Other comprehensive income before reclassifications, net of tax of $0 and $400 1,329 7,225 Other comprehensive income 1,329 7,225 Balance at end of period (82,722 ) (67,280 ) Cash Flow Hedges Balance at beginning of period (630 ) (1,029 ) Other comprehensive (loss) income before reclassifications, net of tax of ($70) and $350 (213 ) 1,060 Reclassifications from accumulated other comprehensive loss, net of tax of $0 and $36 — 110 Other comprehensive (loss) income (213 ) 1,170 Balance at end of period (843 ) 141 Net Investment Hedges Balance at beginning of period 15,327 13,559 Other comprehensive loss before reclassifications, net of tax of ($12) and ($525) (46 ) (1,610 ) Other comprehensive loss (46 ) (1,610 ) Balance at end of period 15,281 11,949 Defined Benefit Pension Plan Balance at beginning of period (2,690 ) (491 ) Currency translation adjustments (82 ) (25 ) Other comprehensive loss before reclassifications (82 ) (25 ) Prior service cost amortization, net of tax of ($3) and ($4) (13 ) (22 ) Actuarial loss amortization, net of tax of $0 and $21 — 104 Reclassifications from accumulated other comprehensive loss, net of tax (13 ) 82 Other comprehensive (loss) income (95 ) 57 Balance at end of period (2,785 ) (434 ) Total other comprehensive income attributable to Sotheby's 975 6,842 Accumulated other comprehensive loss as of March 31 $ (71,069 ) $ (55,624 ) Three Months Ended March 31, 2019 2018 Cash Flow Hedges Settlements $ — $ 146 Tax effect — (36 ) Reclassification adjustments, net of tax — 110 Defined Benefit Pension Plan Prior service cost amortization (16 ) (26 ) Actuarial loss amortization — 125 Pre-tax total (16 ) 99 Tax effect 3 (17 ) Reclassification adjustments, net of tax (13 ) 82 Total reclassification adjustments, net of tax $ (13 ) $ 192 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Compensation Arrangements —We are party to compensation arrangements with certain senior employees, which expire at various points between March 31, 2020 and December 31, 2022 . Such arrangements may provide, among other benefits, for minimum salary levels and for compensation under our incentive compensation programs that is payable only if specified Company and individual goals are attained. Additionally, under certain circumstances, certain of these arrangements provide annual share-based payments, severance payments, and other cash compensation. The aggregate remaining commitment for salaries and other cash compensation related to these compensation arrangements, excluding any participation in our incentive compensation programs, was approximately $11.3 million as of March 31, 2019 . Guarantees of Collection— A guarantee of collection is a commitment to a consignor that, under certain conditions, Sotheby's will fund the payment of net sale proceeds due to the consignor even if the purchaser has not yet made payment. It is not a guarantee that the property will be sold at a certain minimum price. In the event that any item subject to a guarantee of collection is sold and the purchaser does not pay by the settlement date, we are required to pay the consignor the net sale proceeds, but would then take title to the property and have the right to pursue the defaulting buyer and/or reoffer the property at a future sale. In certain limited circumstances, we may also have the right to recover the net sale proceeds from the consignor in the event of an ultimate purchaser default. In February 2019, we completed a sale for which we guaranteed collection to the consignor. As of March 31, 2019, $23.5 million of the purchase price owed by the buyer remained outstanding and is due to be paid in the second quarter of 2019. Indirect Tax Contingencies —We are subject to laws and regulations in many countries involving sales, use, value-added and other indirect taxes which are assessed by various governmental authorities and imposed on certain revenue-producing transactions between us and our clients. The application of these laws and regulations to our unique business and global client base, and the estimation of any related liabilities, is complex and requires a significant amount of judgment. We are generally not responsible for these indirect tax liabilities unless we fail to collect the correct amount of sales, use, value-added, or other indirect taxes. Failure to collect the correct amount of indirect tax on a transaction may expose us to claims from tax authorities and could require us to record a liability and corresponding charge to our income statement. Legal Contingencies —We become involved in various claims and lawsuits incidental to the ordinary course of our business. We are required to assess the likelihood of any adverse judgments or outcomes related to these legal contingencies, as well as potential ranges of probable or reasonably possible losses. The determination of the amount of any losses to be recorded or disclosed as a result of these contingencies is based on a careful analysis of each individual exposure with, in some cases, the assistance of outside legal counsel. The amount of losses recorded or disclosed for such contingencies may change in the future due to new developments in each matter or a change in settlement strategy. While the impact of any one or more legal claims or proceedings could be material to our operating results in any period, we do not believe that the outcome of any of these pending claims or proceedings (including the matter discussed below), individually or in the aggregate, will have a material adverse effect on our consolidated financial condition. On November 17, 2017, Sotheby’s, together with its London, Geneva and Vienna subsidiaries, and one of its employees (collectively, “the Sotheby’s Parties”), initiated a declaratory judgment action (requête en conciliation) in Switzerland (the “Swiss Action”), at the Tribunal de Première Instance de la République et Canton de Genève, against Dmitry Rybolovlev and various persons and entities affiliated with him. The Sotheby’s Parties’ action seeks a declaration that the Sotheby’s Parties owe no liability or debt to Mr. Rybolovlev and his affiliates in connection with sales of art and related services to entities affiliated with Mr. Yves Bouvier, as discussed in more detail below. Sotheby’s filed its detailed Statement of Claim on July 11, 2017. The Sotheby’s Parties filed the Swiss Action in response to the stated intent of Mr. Rybolovlev’s counsel to initiate litigation in the U.K. against several of the Sotheby’s Parties. Specifically, on October 27, 2017, counsel for entities affiliated with Mr. Rybolovlev filed papers with the U.S. District Court for the Southern District of New York requesting authority to use documents previously obtained from Sotheby’s pursuant to 28 U.S.C. § 1782. This statute allows parties to conduct discovery in the U.S. for use in foreign legal proceedings. Mr. Rybolovlev sought discovery to support a contemplated U.K. proceeding alleging that Sotheby’s and its agents aided and abetted an alleged fraud that Mr. Bouvier allegedly perpetrated against Mr. Rybolovlev and affiliated entities. On December 22, 2017, the District Court in New York approved Mr. Rybolovlev’s request to use Sotheby’s previously disclosed documents both in the contemplated U.K. proceedings, and in the Sotheby’s Parties’ Swiss declaratory judgment proceeding against Mr. Rybolovlev and his affiliates. To date, we are not aware of Mr. Rybolovlev actually filing the threatened U.K. litigation against Sotheby’s, and believe that Geneva is the correct venue for the dispute, that the Lugano Convention effectively precludes Mr. Rybolovlev from sustaining an action in the U.K., and that the Sotheby’s Parties will prevail in the Swiss Action. On October 2, 2018, two entities controlled by Mr. Rybolovlev commenced proceedings against Sotheby’s and Sotheby’s, Inc. in the U.S. District Court for the Southern District of New York. In their complaint, these entities allege that Sotheby’s and its agents aided and abetted an alleged fraud that Mr. Bouvier allegedly perpetrated against Mr. Rybolovlev and affiliated entities and are claiming a minimum of $380 million in damages. The plaintiffs also allege that Sotheby’s, in commencing the Swiss Action, violated a tolling agreement that the parties had entered into and seek an injunction prohibiting Sotheby’s from prosecuting the Swiss Action. On January 18, 2019, Sotheby’s filed a motion to dismiss this complaint, which it believes to be meritless, on numerous grounds. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The U.S. Tax Cuts and Jobs Act (“the Act”) was enacted on December 22, 2017. Upon enactment, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), Income Tax Accounting Implications of the Tax Cuts and Jobs Act , which allowed companies to record the income tax effects of the Act as a provisional amount based on reasonable estimates for those tax effects and provided a one-year measurement period for companies to finalize the accounting of the income tax effects of the Act. Our accounting for the effects of the Act was complete as of December 31, 2018; however, there may be some elements of the Act that remain subject to further clarification by the issuance of future regulations or notices by the U.S. Treasury Department or IRS which could result in future adjustments to previously recorded amounts. Final regulations related to the computation of the one-time transition tax on certain unremitted and untaxed earnings of our foreign subsidiaries were issued on January 15, 2019. These regulations did not have a material impact on the related liability that was recorded. As of March 31, 2019, December 31, 2018, and March 31, 2018, our Condensed Consolidated Balance Sheets reflect accrued income taxes (net of foreign tax credits) of $15.3 million , $15.3 million , and $34.6 million , respectively, for the one-time transition tax. We have elected to pay these taxes in installments over eight years, as allowed by the Act. Accordingly, as of March 31, 2019, December 31, 2018, and March 31, 2018, we have included approximately $15.3 million , $15.3 million , and $32 million , respectively, within long-term liabilities on our Condensed Consolidated Balance Sheets. |
Uncertain Tax Positions
Uncertain Tax Positions | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Uncertain Tax Positions | Uncertain Tax Positions As of March 31, 2019 , our liability for unrecognized tax benefits, excluding interest and penalties, was $11.8 million , representing a net increase of $0.3 million when compared to a liability of $11.5 million as of December 31, 2018 . This net increase is primarily due to the accrual of tax reserves related to transfer pricing and other U.S. state and non-U.S. matters. As of March 31, 2018 , our liability for unrecognized tax benefits, excluding interest and penalties, was $12.4 million . As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , the total amount of unrecognized tax benefits that, if recognized, would favorably impact our effective income tax rate was $2.8 million , $2.9 million , and $4.5 million , respectively. We believe it is reasonably possible that a decrease of $3 million in the balance of unrecognized tax benefits can occur within 12 months of the March 31, 2019 balance sheet date as a result of the expiration of statutes of limitations and the expected settlement of ongoing tax audits. We are subject to taxation in the U.S., as well as in various U.S. state and foreign jurisdictions. As a result, we are subject to tax audits in these jurisdictions. We are currently under examination by various U.S. state and foreign taxing authorities. The earliest open tax year for the major jurisdictions in which we do business, which includes the U.S. (including various state and local jurisdictions), the U.K., and Hong Kong, is 2011. We recognize interest expense and penalties related to unrecognized tax benefits as a component of Income Tax Benefit in our Condensed Consolidated Statements of Operations. For the three months ended March 31, 2019 , the accrual of such interest and penalties increased by approximately $0.1 million . Our policy is to record interest expense related to sales, value added and other non-income based taxes as Interest Expense in our Condensed Consolidated Statements of Operations. Penalties related to such taxes are recorded as General and Administrative Expenses in our Condensed Consolidated Statements of Operations. Interest expense and penalties related to income taxes are recorded as a component of Income Tax Benefit in our Condensed Consolidated Statements of Operations. |
Auction Guarantees
Auction Guarantees | 3 Months Ended |
Mar. 31, 2019 | |
Guarantees [Abstract] | |
Auction Guarantees | Auction Guarantees From time-to-time, in the ordinary course of business, we will provide a guarantee to the consignor that their consigned artwork will achieve a specified minimum sale price at auction. This type of arrangement is known as an auction guarantee. If the property offered under an auction guarantee sells above the minimum guaranteed price, we are generally entitled to a share of the overage. In the event that the property sells for less than the minimum guaranteed price, we must perform under the auction guarantee by funding the shortfall between the sale price at auction and the amount of the auction guarantee. If the property offered under the auction guarantee does not sell, we must pay the amount of the auction guarantee to the consignor and then take ownership of the unsold property and may recover the amount paid through its future sale. In certain limited situations, if the guaranteed property fails to sell at auction or if the purchaser defaults, the consignor has the right to cancel the auction guarantee and retain the property. In situations when an item of guaranteed property does not sell and we take ownership of the property, it is taken into Inventory and recorded on our Condensed Consolidated Balance Sheets at the lower of its cost (i.e., the amount paid under the auction guarantee) or our estimate of the property’s net realizable value (i.e., the expected sale price upon its eventual disposition). The market for fine art, decorative art, and jewelry is not a highly liquid trading market. As a result, the valuation of property acquired as a result of failed auction guarantees is inherently subjective and its realizable value often fluctuates over time. Accordingly, the proceeds ultimately realized on the sale of previously guaranteed property may equal, exceed, or be less than the estimated net realizable value recorded as Inventory on our Condensed Consolidated Balance Sheets. We may reduce our financial exposure under auction guarantees through contractual risk sharing arrangements. Such auction guarantee risk sharing arrangements include irrevocable bid arrangements and, from time-to-time, partner sharing arrangements. An irrevocable bid is an arrangement under which a counterparty irrevocably commits to bid a predetermined price on the guaranteed property. If the irrevocable bid is not the winning bid, the counterparty is generally entitled to receive, as their fee, a share of the buyer's premium earned on the sale and/or a share of any auction guarantee overage. If the irrevocable bid is the winning bid, the counterparty may sometimes receive a fee as compensation for providing the irrevocable bid. This fee is netted against the counterparty's obligation to pay the aggregate purchase price (i.e., the hammer price plus buyer's premium). In a partner sharing arrangement, a counterparty commits to fund: (i) a share of the difference between the sale price at auction and the amount of the auction guarantee, if the property sells for less than the minimum guaranteed price, or (ii) a share of the minimum guaranteed price if the property does not sell, while taking ownership of a proportionate share of the unsold property. In exchange for accepting a share of the financial exposure under the auction guarantee, if the property sells, the counterparty in a partner sharing arrangement is generally entitled to receive, as their fee, a share of the buyer's premium earned on the sale and/or a share of any auction guarantee overage. The counterparties to these auction guarantee risk sharing arrangements are typically major international art dealers or major art collectors. We could be exposed to losses in the event any of these counterparties do not perform according to the terms of these contractual arrangements. Additionally, although risk sharing arrangements may be used to reduce the risk associated with auction guarantees, we may also enter into auction guarantees without securing such arrangements. In these circumstances, we could be exposed to deterioration in auction commission margins and/or auction guarantee losses if one or more of the guaranteed items fails to sell at its minimum guaranteed price. Furthermore, in such situations, our liquidity could be reduced. As of March 31, 2019 , we had outstanding auction guarantees totaling $234.8 million . Each of the outstanding auction guarantees has a minimum guaranteed price that is within or below the range of the pre-sale auction estimates for the underlying property. Substantially all of the property related to these auction guarantees is being offered at auctions during the second quarter of 2019 . Our financial exposure under these auction guarantees is reduced by $162.4 million as a result of our use of contractual risk sharing arrangements with third parties. After taking into account these risk-sharing arrangements, as of March 31, 2019 , our net financial exposure related to the auction guarantees was $72.4 million . We are obligated under the terms of certain auction guarantees to advance all or a portion of the guaranteed amount prior to auction. As of March 31, 2019 , auction guarantee advances totaled $7.5 million . There were no auction guarantee advances outstanding as of December 31, 2018 and March 31, 2018 . As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , the estimated fair value of our obligation to perform under our outstanding auction guarantees totaled $6.6 million , $2.9 million , and $6.1 million , respectively, and is recorded within Accounts Payable and Accrued Liabilities on our Condensed Consolidated Balance Sheets. This estimated fair value is based on an analysis of historical loss experience related to auction guarantees and does not include the impact of risk-sharing arrangements that may have mitigated all or a portion of any historical losses. As of April 30, 2019 , we had outstanding auction guarantees totaling $178.1 million and, as of that date, our financial exposure was reduced by risk-sharing arrangements totaling $152.6 million . After taking into account these risk-sharing arrangements, as of April 30, 2019 , our net financial exposure related to auction guarantees was $25.5 million . Each of the auction guarantees outstanding as of April 30, 2019 has a minimum guaranteed price that is within or below the range of the pre-sale auction estimates for the underlying property. The majority of property related to these auction guarantees is being offered at auctions during the second quarter of 2019. As of April 30, 2019 , we have advanced $7.5 million of the total guaranteed amount. |
Share-Based Payments
Share-Based Payments | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payments | Share-Based Payments Share-based payments made to employees include performance-based stock unit awards, market-based stock unit awards, restricted stock units, restricted shares, and stock options. Share-based payments are also made to members of our Board of Directors through the issuance of common stock and deferred stock units. A description of each of these share-based payments is provided below. For the three months ended March 31, 2019 and 2018 , compensation expense related to share-based payments was as follows (in thousands): Three Months Ended March 31, 2019 2018 Pre-tax $ 7,598 $ 8,377 After-tax $ 5,828 $ 6,639 For the three months ended March 31, 2019 and 2018 , we recognized $1.5 million and $1.2 million , respectively, in excess tax benefits related to share-based payments in our Condensed Consolidated Statements of Operations. These tax benefits represent the amount by which the tax deduction resulting from the vesting of share-based payments in the period exceeded the tax benefit initially recognized in our Condensed Consolidated Financial Statements. As of March 31, 2019 , unrecognized compensation expense related to the unvested portion of share-based payments to employees was $46.1 million . This compensation expense is expected to be amortized over a weighted-average period of approximately 2.4 years. We do not capitalize any compensation expense related to share-based payments to employees. 2018 Equity Incentive Plan —The Sotheby’s 2018 Equity Incentive Plan (the “Equity Plan”) was adopted by our Board of Directors on February 28, 2018 and approved by our stockholders on May 3, 2018. The Equity Plan replaced the Sotheby’s Restricted Stock Unit Plan (as amended and restated, the "Restricted Stock Unit Plan") and the Sotheby’s 1997 Stock Option Plan (collectively, the “Prior Plans”), which are discussed in more detail below. The Equity Plan permits the issuance of restricted stock, restricted stock units, performance shares, performance share units, stock options, stock appreciation rights (or, "SAR's"), and other equity-related awards. No further awards will be granted under the Prior Plans after May 3, 2018. However, the terms and conditions of the Prior Plans and related award agreements will continue to apply to all awards granted prior to May 3, 2018 under the Prior Plans. The Equity Plan is a fungible share plan. Each option or SAR granted under the Equity Plan will count as one share from the available share pool. Each full-value award granted under the Equity Plan, including restricted stock units and performance share units, will count as 2.14 shares from the available pool. Restricted Stock Unit Plan —Prior to May 3, 2018, the Restricted Stock Unit Plan provided for the issuance of restricted stock units ("RSU's") and restricted shares to employees. Awards made under the Restricted Stock Unit Plan were subject to the approval of the Compensation Committee of our Board of Directors. RSU's and restricted shares issued under the Restricted Stock Unit Plan generally vest evenly over a three -year service period. Prior to vesting, holders of RSU's and restricted shares issued under the Restricted Stock Unit Plan are entitled to receive non-forfeitable dividend equivalents and dividends, respectively, at the same rate as dividends are paid on our common stock (if and when such dividends are paid). Prior to vesting, holders of RSU's issued under the Restricted Stock Unit Plan do not have voting rights, while holders of restricted shares have voting rights. RSU's and restricted shares may not be sold, assigned, transferred, pledged or otherwise encumbered until they vest. For RSU's and restricted shares issued after May 3, 2018 under the new Equity Plan, dividend equivalents will generally be credited to holders of RSU's at the same rate as dividends are paid on our common stock (if and when such dividends are paid), but will only be paid for RSU's and restricted shares that vest. Performance Share Units (or "PSU's") are RSU's that generally vest over three -year service periods, subject to the achievement of certain profitability targets (for awards granted prior to 2016) or certain ROIC targets (for awards granted beginning in 2016). Prior to vesting, holders of PSU's do not have voting rights and are not entitled to receive dividends or dividend equivalents. Dividend equivalents are generally credited to holders of PSU's at the same rate as dividends are paid on our common stock (if and when such dividends are paid), but are only paid for PSU's that vest and become shares of our common stock. PSU's may not be sold, assigned, transferred, pledged or otherwise encumbered until they vest. For the three months ended March 31, 2019 , the Compensation Committee approved share-based payment awards with a total grant date fair value of $30.9 million , as follows: • 325,027 PSU's with a grant date fair value of $13.1 million and a single vesting opportunity after a three -year service period. These PSU's provide the recipient with an opportunity to vest in incremental PSU's of up to 100% of the initial units awarded subject to the achievement of certain ROIC targets, for a total maximum vesting opportunity of 200% of the initial award. The maximum number of shares of common stock that may be payable with respect to these awards is 650,054 . • 442,595 RSU's with a grant date fair value of $17.8 million and annual vesting opportunities over a three -year service period. Summary of Outstanding Share-Based Payment Awards —For the three months ended March 31, 2019 , changes to the number of outstanding RSU’s, PSU’s, and restricted shares were as follows (in thousands): Restricted Shares, RSU's and PSU's Weighted Average Grant Date Fair Value Outstanding at January 1, 2019 1,852 $ 39.12 Granted 768 $ 40.21 Vested (740 ) $ 30.24 Canceled (138 ) $ 27.71 Outstanding at March 31, 2019 1,742 $ 44.48 As of March 31, 2019 , 5.9 million shares were available for future awards issued pursuant to the new Equity Plan. The aggregate fair value of RSU’s and PSU's that vested during the three months ended March 31, 2019 and 2018 was $29.6 million and $26.5 million , respectively, based on the closing stock price on the dates the shares vested. Directors Stock Plan —Common stock is issued quarterly under the Sotheby’s Stock Compensation Plan for Non-Employee Directors (as amended and restated, the “Directors Stock Plan”). Directors may elect to receive this compensation in the form of deferred stock units, which are credited in an amount that is equal to the number of shares of common stock the director otherwise would have received. The number of shares of common stock awarded is calculated using the closing price of the common stock on the New York Stock Exchange on the business day immediately prior to the quarterly grant date. Deferred stock units are held until a director’s termination of service, at which time the units are settled on a one-for-one basis in shares of our common stock on the first day of the calendar month following the date of termination. For the three months ended March 31, 2019 and 2018 , we recognized $0.3 million within General and Administrative Expenses in our Condensed Consolidated Statements of Operations related to common stock shares awarded under the Directors Stock Plan. As of March 31, 2019 , 193,864 deferred stock units were outstanding under the Directors Stock Plan and 79,533 units were available for future issuance. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Basic loss per share —Basic loss per share attributable to Sotheby's common shareholders is computed under the two-class method using the weighted average number of common shares outstanding during the period. The two-class method requires that the amount of net income attributable to participating securities be deducted from consolidated net income in the computation of basic earnings per share. In periods with a net loss, the net loss attributable to participating securities is not deducted from consolidated net loss in the computation of basic loss per share as the impact would be anti-dilutive. Our participating securities include unvested restricted stock units and unvested restricted shares held by employees, both of which have non-forfeitable rights to dividends. (See Note 19 for information on our share-based payment programs.) Diluted loss per share —Diluted loss per share attributable to Sotheby's common shareholders is computed in a similar manner to basic loss per share under the two-class method, using the weighted average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential common shares outstanding during the period. Our potential common shares principally include unvested performance share units held by employees, unvested restricted stock units that do not have non-forfeitable rights to dividends, and deferred stock units held by members of our Board of Directors. (See Note 19 for information on our share-based payment programs.) The table below summarizes the computation of basic and diluted loss per share for the three months ended March 31, 2019 and 2018 (in thousands, except per share amounts): Three Months Ended March 31, 2019 2018 Numerator: Net loss attributable to Sotheby’s $ (7,071 ) $ (6,522 ) Less: Net income attributable to participating securities — — Net loss attributable to Sotheby’s common shareholders $ (7,071 ) $ (6,522 ) Denominator: Weighted average common shares outstanding 46,422 52,464 Basic and diluted loss per share - Sotheby’s common shareholders $ (0.15 ) $ (0.12 ) For the three months ended March 31, 2019 and 2018 , approximately 1.9 million and 2.2 million potential common shares related to share-based payments were excluded from the computation of diluted loss per share because their inclusion in the computation would be anti-dilutive in a loss period. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions From time-to-time, in the ordinary course of business, related parties, such as members of the Board of Directors and management, buy and sell property at our auctions or through private sales. For the three months ended March 31, 2018, our Condensed Consolidated Statements of Operations include Agency Commissions and Fees of $0.2 million and Inventory Sales (and related cost of sales) of $5.3 million attributable to transactions with related parties. As of December 31, 2018 and March 31, 2018, Client Payables included amounts owed to related party consignors totaling $4.3 million and $1 million , respectively. |
Accounting Standards Not Yet Ad
Accounting Standards Not Yet Adopted | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Standards Not Yet Adopted | Accounting Standards Not Yet Adopted Credit Losses —In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses. ASU 2016-13 is effective for us beginning on January 1, 2020. We are currently assessing the potential impact of adopting ASU 2016-13 on our financial statements. Consolidation —In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for VIE's , which, among other things, addresses fees paid to decision makers and related party service providers. ASU 2018-17 is effective for us beginning on January 1, 2020. We are currently assessing the potential impact of adopting ASU 2018-17 on our financial statements. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounting Principles | Accounting Principles —The unaudited Condensed Consolidated Financial Statements included herein have been prepared by the management of Sotheby’s in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. In our opinion, the unaudited Condensed Consolidated Financial Statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The interim results presented in our Condensed Consolidated Statements of Operations are not necessarily indicative of results for a full year. See Note 2 for information about the seasonality of our business. We urge you to read these unaudited Condensed Consolidated Financial Statements in conjunction with the information included in our 2018 Form 10-K filed with the SEC on February 28, 2019. |
Principles of Consolidation | Principles of Consolidation —The unaudited Condensed Consolidated Financial Statements include the accounts of our wholly-owned subsidiaries and Sotheby's (Beijing) Auction Co., Ltd. ("Sotheby's Beijing"), a joint venture in which we have a controlling 80% ownership interest. The net loss attributable to the minority owner of Sotheby's Beijing is reported as "Net Loss Attributable to Noncontrolling Interest" in our Condensed Consolidated Statements of Operations, and the non-controlling 20% ownership interest is reported as "Noncontrolling Interest" within the Equity section of our Condensed Consolidated Balance Sheets. Intercompany transactions and balances among our subsidiaries are eliminated in consolidation. |
Equity Method Investments | Equity investments through which we may significantly influence, but not control, the investee, are accounted for using the equity method. Under the equity method, our share of investee earnings or losses is recorded in our Condensed Consolidated Statements of Operations within Equity in Earnings of Investees. Our interest in the net assets of these investees is recorded on our Condensed Consolidated Balance Sheets within Other Long-Term Assets. Our equity method investees include: (i) Acquavella Modern Art ("AMA"), a partnership through which a collection of fine art is being sold, (ii) RM Sotheby's, an auction house for investment-quality automobiles, and (iii) a partnership through which artworks are being purchased and sold. |
Estimates and Assumptions | Estimates and Assumptions —The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Leases | Leases —In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases , which requires long-term lease arrangements to be recognized as assets and liabilities on the balance sheet of the lessee. Under ASU 2016-02, a right-of-use asset and lease liability are recorded for all long-term leases, whether classified as an operating lease or a finance lease. On July 30, 2018, the FASB issued ASU 2018-11, which made targeted improvements to ASU 2016-02 (together, the "New Lease Standard"). We adopted the New Lease Standard on January 1, 2019 using the modified retrospective method and elected not to recast comparative prior year periods. We have also elected the package of practical expedients available under the transition provisions of the New Lease Standard, including (i) not reassessing whether expired or existing contracts contain leases, (ii) not reassessing previous lease classification, and (iii) not revaluing initial direct costs for existing leases. In addition, for all leases, we have elected the practical expedient that allows the aggregation of non-lease components, such as maintenance, utilities, and management services, with the related lease components when evaluating accounting treatment. As a result of our adoption of the New Lease Standard, we recorded a right-of-use asset of $78.4 million and a corresponding operating lease liability of $79.4 million on the January 1, 2019 effective date. The operating lease liability recorded upon adoption was measured using our approximate incremental borrowing rate as of that date. The New Lease Standard did not impact our results of operations, cash flows, or our compliance with existing debt covenants. (See Note 6 for additional information on our leases.) |
Accounting Standards Not Yet Adopted | Accounting Standards Not Yet Adopted Credit Losses —In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses. ASU 2016-13 is effective for us beginning on January 1, 2020. We are currently assessing the potential impact of adopting ASU 2016-13 on our financial statements. Consolidation —In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for VIE's , which, among other things, addresses fees paid to decision makers and related party service providers. ASU 2018-17 is effective for us beginning on January 1, 2020. We are currently assessing the potential impact of adopting ASU 2018-17 on our financial statements. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table presents our segment information for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 Agency SFS All Other Reconciling items Total Revenues $ 154,302 $ 16,067 $ 5,897 $ (2,801 ) (a) $ 173,465 Segment (loss) income before taxes (b) $ (24,146 ) $ 7,977 $ 2,078 $ (498 ) (c) $ (14,589 ) Three Months Ended March 31, 2018 Revenues $ 179,733 $ 12,416 $ 6,182 $ (2,535 ) (a) $ 195,796 Segment (loss) income before taxes (b) $ (9,023 ) $ 6,751 $ 1,388 $ (10,584 ) (c) $ (11,468 ) (a) The reconciling items related to revenues consist principally of amounts charged by SFS to the Agency segment, including interest and facility fees related to certain loans made to Agency segment clients, as well as fees charged for term loan collateral sold at auction or privately through the Agency segment. (b) Our previous credit agreements provided for dedicated asset-based revolving credit facilities for the Agency segment and SFS (see Note 9). The SFS Credit Facility was used to fund a significant portion of client loans. Accordingly, any borrowing costs associated with the SFS Credit Facility were recorded within Cost of Finance Revenues in our Condensed Consolidated Statements of Operations. In September 2017, we modified our cash management strategy in order to reduce borrowing costs by applying excess cash balances against revolver credit facility borrowings. On June 26, 2018, we refinanced our previous credit agreements. The new credit agreement that was entered into in connection with this refinancing combined the Agency Credit Facility and the SFS Credit Facility into one asset-based revolving credit facility. Subsequent to the refinancing and resulting elimination of the SFS Credit Facility, the SFS loan portfolio is no longer directly funded with revolving credit facility borrowings. Accordingly, beginning in the third quarter of 2018, all borrowing costs associated with our revolving credit facility are recorded as interest expense in our Condensed Consolidated Statements of Operations. As a result of this refinancing and the concurrent elimination of the separate segment-based revolving credit facilities, beginning in the third quarter of 2018, when measuring segment profitability: (i) revolving credit facility costs are no longer allocated to our segments and (ii) SFS receives a corporate finance charge that is calculated assuming that 85% of their loan portfolio is funded with debt. Prior period segment results have been recast to reflect these changes in the measurement of segment profitability. (c) The unallocated amounts and reconciling items related to segment (loss) income before taxes are detailed in the table below. |
Reconciliation of Segment (Loss) Income Before Taxes | The table below presents a reconciliation of total segment loss before taxes to consolidated loss before taxes for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Agency $ (24,146 ) $ (9,023 ) SFS 7,977 6,751 All Other 2,078 1,388 Segment loss before taxes (14,091 ) (884 ) Unallocated amounts and reconciling items: Extinguishment of debt — (10,855 ) Revolving credit facility costs (4,819 ) (2,946 ) SFS corporate finance charge 5,849 4,023 Equity in earnings of investees (a) (1,528 ) (806 ) Loss before taxes $ (14,589 ) $ (11,468 ) (a) For segment reporting purposes, our share of earnings related to equity investees is included as part of loss before taxes. However, such earnings are reported separately below loss before taxes in our Condensed Consolidated Statements of Operations. |
Reconciliation of Segment Assets to Consolidated Assets | The table below presents segment assets, as well as a reconciliation of segment assets to consolidated assets as of March 31, 2019 , December 31, 2018 , and March 31, 2018 (in thousands): March 31, 2019 December 31, 2018 March 31, 2018 Agency $ 1,737,022 $ 1,886,986 $ 1,774,543 SFS 739,356 705,779 546,044 All Other 35,798 39,241 41,875 Total segment assets 2,512,176 2,632,006 2,362,462 Unallocated amounts and reconciling items: Deferred tax assets and income tax receivable 71,145 57,082 53,448 Consolidated assets $ 2,583,321 $ 2,689,088 $ 2,415,910 |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Segment | The following table summarizes our revenues by segment and type for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Agency SFS All Other Total Agency SFS All Other Total Revenue from contracts with customers: Agency commissions and fees: Auction commissions $ 117,038 $ — $ — $ 117,038 $ 132,130 $ — $ — $ 132,130 Auction related fees, net (a) 9,428 — — 9,428 11,743 — — 11,743 Private sale commissions 18,239 — — 18,239 19,485 — — 19,485 Other Agency commissions and fees 2,918 — 44 2,962 1,992 — 176 2,168 Total Agency commissions and fees 147,623 — 44 147,667 165,350 — 176 165,526 Inventory sales 6,679 — 2,087 8,766 14,383 — 1,853 16,236 Advisory revenues — — 1,407 1,407 — — 1,250 1,250 License fee and other revenues — — 2,359 2,359 — — 2,903 2,903 Total revenue from contracts with customers 154,302 — 5,897 160,199 179,733 — 6,182 185,915 Finance revenue: Interest and related fees — 13,266 — 13,266 — 9,881 — 9,881 Total revenues $ 154,302 $ 13,266 $ 5,897 $ 173,465 $ 179,733 $ 9,881 $ 6,182 $ 195,796 (a) Auction Related Fees, net, includes the net overage or shortfall attributable to auction guarantees, consignor expense recoveries, and shipping fees charged to buyers. |
Schedule of Contract with Customer | The table below presents the Accounts Receivable balances related to our contracts with customers and associated Client Payables as of March 31, 2019, December 31, 2018, and March 31, 2018. The net receivable (payable) balance reported at each balance sheet date is dependent on the timing of auction and private sale settlements, as well as the extent of extended payment terms granted to buyers, particularly if not matched by the consignor. (in thousands) March 31, December 31, March 31, Accounts receivable $ 751,553 $ 967,817 $ 716,330 Client payables 726,594 997,168 820,374 Net receivable (payable) $ 24,959 $ (29,351 ) $ (104,044 ) |
Notes Receivable (Tables)
Notes Receivable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Aggregate LTV Ratio | The table below provides the aggregate LTV ratio for the SFS loan portfolio as of March 31, 2019 , December 31, 2018 , and March 31, 2018 (in thousands): March 31, December 31, March 31, Secured loans $ 727,783 $ 693,977 $ 513,482 Low auction estimate of collateral $ 1,651,561 $ 1,629,270 $ 1,295,353 Aggregate LTV ratio 44 % 43 % 40 % The table below provides the aggregate LTV ratio for secured loans made by SFS with an LTV ratio above 50% as of March 31, 2019 , December 31, 2018 , and March 31, 2018 (in thousands): March 31, December 31, March 31, Secured loans with an LTV ratio above 50% $ 331,740 $ 264,916 $ 121,599 Low auction estimate of collateral related to secured loans with an LTV ratio above 50% $ 594,871 $ 476,157 $ 209,933 Aggregate LTV ratio of secured loans with an LTV ratio above 50% 56 % 56 % 58 % |
Schedule of Other Credit Quality Information | The table below provides other credit quality information regarding secured loans made by SFS as of March 31, 2019 , December 31, 2018 , and March 31, 2018 (in thousands): March 31, December 31, March 31, Total secured loans $ 727,783 $ 693,977 $ 513,482 Loans past due $ 25,590 $ 14,405 $ 65,436 Loans more than 90 days past due $ 5,657 $ 8,911 $ 36,341 Non-accrual loans $ — $ 3,854 $ 23,658 Impaired loans $ — $ — $ — Allowance for credit losses: Allowance for credit losses for impaired loans $ — $ — $ — Allowance for credit losses based on historical data 1,146 1,075 1,209 Total allowance for credit losses - secured loans $ 1,146 $ 1,075 $ 1,209 |
Schedule of Activity Related to Allowance for Credit Losses | Allowance for Credit Losses —During the period January 1, 2019 to March 31, 2019 , activity related to the Allowance for Credit Losses by segment was as follows (in thousands): SFS Agency Total Balance as of January 1, 2019 $ 1,075 $ 1,525 $ 2,600 Change in loan loss provision based on historical data 71 — 71 Balance as of March 31, 2019 $ 1,146 $ 1,525 $ 2,671 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Summary of the Components of Operating Lease Cost | The following table summarizes the components of the operating lease cost reflected in our Condensed Consolidated Statements of Operations within General and Administrative Expenses for the three months ended March 31, 2019 (in thousands): Three Months Ended March 31, 2019 Operating lease cost $ 4,861 Variable lease cost 757 Sublease income (479 ) Total lease cost $ 5,139 |
Summary of Operating Lease Liability Maturity | The following table summarizes information about the amount and timing of our future operating lease commitments as of March 31, 2019 (in thousands): 2019 (remaining) $ 14,473 2020 17,657 2021 13,469 2022 11,064 2023 7,991 Thereafter 28,353 Total undiscounted operating lease payments $ 93,007 Less: Imputed interest (16,569 ) Present value of operating lease liabilities $ 76,438 |
Summary of Future Minimum Lease Payments Under Non-Cancellable Operating Leases | The following table summarizes the future minimum lease payments due under non-cancellable operating leases in effect at December 31, 2018 (in thousands) January 2019 to December 2019 January 2020 to December 2020 January 2021 to December 2021 January 2022 to December 2022 January 2023 to December 2023 Thereafter Total (a) $ 20,039 $ 17,771 $ 14,033 $ 11,750 $ 9,449 $ 32,318 $ 105,360 The following table summarizes the future minimum lease payments due under non-cancellable operating leases in effect at March 31, 2018 (in thousands): April 2018 to March 2019 April 2019 to March 2020 April 2020 to March 2021 April 2021 to March 2022 April 2022 to March 2023 Thereafter Total (a) $ 20,073 $ 17,606 $ 15,963 $ 12,937 $ 10,393 $ 34,839 $ 111,811 (a) These amounts represent our undiscounted non-cancellable future minimum operating lease commitments, including any contractual market-based or indexed rent adjustments that are currently in effect. The lease commitments reflected in the table also include any future fixed minimum payments for common area maintenance, insurance, or tax payments for which we are also obligated under the terms of certain leases. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | For the three months ended March 31, 2019 and 2018 , changes in the carrying value of Goodwill were as follows (in thousands): Three Months Ended March 31, 2019 2018 Agency All Other Total Agency All Other Total Beginning balance as of January 1 $ 49,422 $ 6,151 $ 55,573 $ 44,396 $ 6,151 $ 50,547 Goodwill acquired — — — 5,109 — 5,109 Foreign currency exchange rate changes 8 — 8 175 — 175 Ending balance as of March 31 $ 49,430 $ 6,151 $ 55,581 $ 49,680 $ 6,151 $ 55,831 |
Schedule of Indefinite-Lived Intangible Assets | As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , intangible assets consisted of the following (in thousands): Amortization Period March 31, 2019 December 31, 2018 March 31, Indefinite lived intangible assets: License (a) N/A $ 324 $ 324 $ 324 Intangible assets subject to amortization: Customer relationships - Art Advisory Partners 8 years 10,800 10,800 10,800 Non-compete agreements - Art Advisory Partners 5-6 years 3,060 3,060 3,060 Artworks database (b) 10 years 1,275 1,275 1,200 Technology 4 years 4,461 4,461 4,461 Total intangible assets subject to amortization 19,596 19,596 19,521 Accumulated amortization (7,746 ) (6,927 ) (4,527 ) Total amortizable intangible assets (net) 11,850 12,669 14,994 Total intangible assets (net) $ 12,174 $ 12,993 $ 15,318 (a) Relates to a license obtained in conjunction with the purchase of a retail wine business in 2008 . (b) Relates to a database containing historic information concerning repeat sales of works of art. This database was acquired along with the associated business in exchange for an initial cash payment made in the third quarter of 2016 and subsequent cash payments made in the third quarters of 2017 and 2018. |
Schedule of Finite-lived Intangible Assets | As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , intangible assets consisted of the following (in thousands): Amortization Period March 31, 2019 December 31, 2018 March 31, Indefinite lived intangible assets: License (a) N/A $ 324 $ 324 $ 324 Intangible assets subject to amortization: Customer relationships - Art Advisory Partners 8 years 10,800 10,800 10,800 Non-compete agreements - Art Advisory Partners 5-6 years 3,060 3,060 3,060 Artworks database (b) 10 years 1,275 1,275 1,200 Technology 4 years 4,461 4,461 4,461 Total intangible assets subject to amortization 19,596 19,596 19,521 Accumulated amortization (7,746 ) (6,927 ) (4,527 ) Total amortizable intangible assets (net) 11,850 12,669 14,994 Total intangible assets (net) $ 12,174 $ 12,993 $ 15,318 (a) Relates to a license obtained in conjunction with the purchase of a retail wine business in 2008 . (b) Relates to a database containing historic information concerning repeat sales of works of art. This database was acquired along with the associated business in exchange for an initial cash payment made in the third quarter of 2016 and subsequent cash payments made in the third quarters of 2017 and 2018. |
Schedule of Estimated Aggregate Amortization Expense | The estimated aggregate amortization expense for the remaining useful lives of intangible assets subject to amortization during the five -year period succeeding the March 31, 2019 balance sheet date are as follows (in thousands): Period Amount April 2019 to March 2020 $ 3,186 April 2020 to March 2021 $ 3,124 April 2021 to March 2022 $ 2,666 April 2022 to March 2023 $ 1,480 April 2023 to March 2024 $ 1,143 |
Defined Benefit Pension Plan (T
Defined Benefit Pension Plan (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Components of Net Credits Related to the U.K. Pension Plan | For the three months ended March 31, 2019 and 2018 , the components of the net pension credit related to the U.K. Pension Plan recorded within Non-Operating Income in our Condensed Consolidated Statements of Operations were as follows (in thousands): Three Months Ended March 31, 2019 2018 Interest cost $ 2,016 $ 1,981 Expected return on plan assets (2,675 ) (2,902 ) Amortization of actuarial loss — 125 Amortization of prior service cost (16 ) (26 ) Net pension credit $ (675 ) $ (822 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Information Related to the Credit Agreement | The following tables summarize information related to our revolving credit facilities as of and for the periods ended March 31, 2019 , December 31, 2018 , and March 31, 2018 (in thousands): As of and for the periods ended March 31, 2019 December 31, 2018 March 31, 2018 Maximum borrowing capacity $ 1,100,000 $ 1,100,000 $ 1,100,000 Borrowing base $ 904,072 $ 857,773 $ 549,983 Borrowings outstanding $ 430,000 $ 280,000 $ 65,000 Available borrowing capacity (a) $ 474,072 $ 577,773 $ 484,983 Average Borrowings Outstanding: Three months ended $ 352,833 N/A $ 148,478 Year ended N/A $ 106,181 N/A (a) The available borrowing capacity is calculated as the borrowing base less borrowings outstanding. |
Schedule of Long-Term Debt | As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , Long-Term Debt consisted of the following (in thousands): March 31, December 31, March 31, York Property Mortgage, net of unamortized debt issuance costs of $3,305, $3,559, and $4,292 $ 255,437 $ 257,284 $ 268,794 2025 Senior Notes, net of unamortized debt issuance costs of $4,776, $4,894, and $5,425 395,224 395,106 394,575 Less current portion: York Property Mortgage, net of unamortized debt issuance costs of $1,017, $1,010, and $1,010 (13,653 ) (13,604 ) (12,381 ) Total Long-Term Debt, net $ 637,008 $ 638,786 $ 650,988 |
Schedule of Aggregate Future Principal and Interest Payments | The aggregate future principal and interest payments due under the New Credit Agreement, the York Property Mortgage, and the 2025 Senior Notes during the five-year period after March 31, 2019 are as follows (in thousands): Period Amount April 2019 to March 2020 $ 47,300 April 2020 to March 2021 $ 47,162 April 2021 to March 2022 $ 46,741 April 2022 to March 2023 $ 665,618 April 2023 to March 2024 $ 19,500 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value Information Related to Derivative Financial Instruments | The following tables present fair value information related to the derivative financial instruments designated as hedging instruments as of March 31, 2019 , December 31, 2018 , and March 31, 2018 (in thousands): Assets Liabilities March 31, 2019 Balance Sheet Classification Fair Value Balance Sheet Classification Fair Value Cash Flow Hedges: Interest rate collar N/A $ — Other Current Liabilities $ 49 Interest rate collar N/A — Other Long-Term Liabilities 1,459 Total cash flow hedges — 1,508 Net Investment Hedges: Foreign exchange contracts Prepaid Expenses and Other Current Assets 415 N/A — Total $ 415 $ 1,508 Assets Liabilities December 31, 2018 Balance Sheet Classification Fair Value Balance Sheet Classification Fair Value Cash Flow Hedges: Interest rate collar N/A — Other Current Liabilities 40 Interest rate collar N/A — Other Long-Term Liabilities 1,185 Total cash flow hedges — 1,225 Net Investment Hedges: Foreign exchange contracts N/A 462 N/A — Total $ 462 $ 1,225 Assets Liabilities March 31, 2018 Balance Sheet Classification Fair Value Balance Sheet Classification Fair Value Cash Flow Hedges: Interest rate swap Prepaid Expenses and Other Current Assets $ 377 N/A $ — Interest rate collar N/A — Other Current Liabilities 177 Interest rate collar N/A — Other Long-Term Liabilities 399 Total cash flow hedges 377 576 Net Investment Hedges: Foreign exchange contracts N/A — Other Current Liabilities 5,891 Total $ 377 $ 6,467 |
Summary of the Effect of the Derivative Financial Instruments | The following table summarizes the effect of the derivative financial instruments designated as hedging instruments on our Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, 2019 and 2018 (in thousands): Gain (Loss) Recognized in Other Comprehensive Income - Effective Portion Classification of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Loss Amount Reclassified from Accumulated Other Comprehensive Loss into Net Loss - Effective Portion Three Months Ended March 31, 2019 2018 2019 2018 Cash Flow Hedges: Interest rate swap $ — $ 80 Interest Expense $ — $ (52 ) Interest rate collar (213 ) 980 Interest Expense — 162 Total cash flow hedges (213 ) 1,060 — 110 Net Investment Hedges: Foreign exchange contracts (46 ) (1,610 ) N/A — — Total $ (259 ) $ (550 ) $ — $ 110 |
Supplemental Condensed Consol_3
Supplemental Condensed Consolidated Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Restricted Cash Classified Within Current Assets | As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , cash, cash equivalents, and restricted cash consisted of the following (in thousands): March 31, December 31, March 31, Cash and cash equivalents $ 124,332 $ 178,579 $ 335,728 Restricted cash (a), recorded within current assets: Consignor funds held in legally segregated accounts 10,549 3,938 11,192 Cash Management Account related to the York Property Mortgage (see Note 9) 1,005 716 4,290 Other 185 182 200 Restricted cash, recorded within current assets (a) 11,739 4,836 15,682 Restricted cash, recorded within other long-term assets (a) (b) 17,149 16,819 18,662 Total restricted cash 28,888 21,655 34,344 Cash, cash equivalents, and restricted cash $ 153,220 $ 200,234 $ 370,072 (a) Restricted cash generally includes legally restricted deposits or amounts and cash balances restricted as a result of contracts entered into with third parties. (b) Principally relates to funds held in escrow pending the payment of sale proceeds to a consignor. |
Supplemental Condensed Consolidated Cash Flow Information | For the three months ended March 31, 2019 and 2018 , changes in other operating assets and liabilities as reported in the Condensed Consolidated Statements of Cash Flows included the following (in thousands): Three Months Ended March 31, 2019 2018 Increase in: Prepaid expenses and other current assets $ (5,517 ) $ (2,588 ) Other long-term assets (1,572 ) (3,773 ) Income tax receivables and deferred income tax assets (20,550 ) (12,579 ) (Decrease)/increase in: Accounts payable and accrued liabilities and other liabilities (55,544 ) (57,419 ) Accrued income taxes and deferred income tax liabilities 2,467 555 Total changes in other operating assets and liabilities $ (80,716 ) $ (75,804 ) |
Supplemental Condensed Consol_4
Supplemental Condensed Consolidated Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , Prepaid Expenses and Other Current Assets consisted of the following (in thousands): March 31, December 31, March 31, Prepaid expenses $ 32,793 $ 25,672 $ 32,444 Derivative financial instruments (see Note 10) 415 462 377 Insurance recoveries 5,558 4,353 — Other 9,157 8,144 7,784 Total Prepaid Expenses and Other Current Assets $ 47,923 $ 38,631 $ 40,605 |
Schedule of Other Long-Term Assets | As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , Other Long-Term Assets consisted of the following (in thousands): March 31, December 31, March 31, Defined benefit pension plan asset $ 106,640 $ 103,539 $ 114,391 Equity method investments (a) 46,982 47,507 46,086 Trust assets related to deferred compensation liability 32,587 28,517 29,156 Restricted cash (see Note 12) 17,149 16,819 18,662 Insurance recoveries 12,093 13,882 13,406 Other 16,222 16,396 15,315 Total Other Long-Term Assets $ 231,673 $ 226,660 $ 237,016 (a) Includes our equity method investments in RM Sotheby's and AMA, as well as a partnership through which artworks are being purchased and sold. |
Schedule of Other Long-Term Liabilities | As of March 31, 2019 , December 31, 2018 , and March 31, 2018 , Other Long-Term Liabilities consisted of the following (in thousands): March 31, December 31, March 31, Deferred compensation liability $ 32,188 $ 28,255 $ 28,607 Acquisition earn-out consideration — 8,750 8,750 Interest rate collar liability (see Note 10) 1,459 1,185 399 Other 7,297 7,327 7,796 Total Other Long-Term Liabilities $ 40,944 $ 45,517 $ 45,552 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Loss | The following is a summary of the changes in Accumulated Other Comprehensive Loss and the details regarding any reclassification adjustments made for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Currency Translation Adjustments Balance at beginning of period $ (84,051 ) $ (74,505 ) Other comprehensive income before reclassifications, net of tax of $0 and $400 1,329 7,225 Other comprehensive income 1,329 7,225 Balance at end of period (82,722 ) (67,280 ) Cash Flow Hedges Balance at beginning of period (630 ) (1,029 ) Other comprehensive (loss) income before reclassifications, net of tax of ($70) and $350 (213 ) 1,060 Reclassifications from accumulated other comprehensive loss, net of tax of $0 and $36 — 110 Other comprehensive (loss) income (213 ) 1,170 Balance at end of period (843 ) 141 Net Investment Hedges Balance at beginning of period 15,327 13,559 Other comprehensive loss before reclassifications, net of tax of ($12) and ($525) (46 ) (1,610 ) Other comprehensive loss (46 ) (1,610 ) Balance at end of period 15,281 11,949 Defined Benefit Pension Plan Balance at beginning of period (2,690 ) (491 ) Currency translation adjustments (82 ) (25 ) Other comprehensive loss before reclassifications (82 ) (25 ) Prior service cost amortization, net of tax of ($3) and ($4) (13 ) (22 ) Actuarial loss amortization, net of tax of $0 and $21 — 104 Reclassifications from accumulated other comprehensive loss, net of tax (13 ) 82 Other comprehensive (loss) income (95 ) 57 Balance at end of period (2,785 ) (434 ) Total other comprehensive income attributable to Sotheby's 975 6,842 Accumulated other comprehensive loss as of March 31 $ (71,069 ) $ (55,624 ) |
Summary of Reclassification Adjustments | Three Months Ended March 31, 2019 2018 Cash Flow Hedges Settlements $ — $ 146 Tax effect — (36 ) Reclassification adjustments, net of tax — 110 Defined Benefit Pension Plan Prior service cost amortization (16 ) (26 ) Actuarial loss amortization — 125 Pre-tax total (16 ) 99 Tax effect 3 (17 ) Reclassification adjustments, net of tax (13 ) 82 Total reclassification adjustments, net of tax $ (13 ) $ 192 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Expense for Share-Based Payments | For the three months ended March 31, 2019 and 2018 , compensation expense related to share-based payments was as follows (in thousands): Three Months Ended March 31, 2019 2018 Pre-tax $ 7,598 $ 8,377 After-tax $ 5,828 $ 6,639 |
Schedule of Changes to the Number of Outstanding RSU's, PSU's, and Restricted Shares | For the three months ended March 31, 2019 , changes to the number of outstanding RSU’s, PSU’s, and restricted shares were as follows (in thousands): Restricted Shares, RSU's and PSU's Weighted Average Grant Date Fair Value Outstanding at January 1, 2019 1,852 $ 39.12 Granted 768 $ 40.21 Vested (740 ) $ 30.24 Canceled (138 ) $ 27.71 Outstanding at March 31, 2019 1,742 $ 44.48 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation Of Basic And Diluted (Loss) Earnings Per Share | The table below summarizes the computation of basic and diluted loss per share for the three months ended March 31, 2019 and 2018 (in thousands, except per share amounts): Three Months Ended March 31, 2019 2018 Numerator: Net loss attributable to Sotheby’s $ (7,071 ) $ (6,522 ) Less: Net income attributable to participating securities — — Net loss attributable to Sotheby’s common shareholders $ (7,071 ) $ (6,522 ) Denominator: Weighted average common shares outstanding 46,422 52,464 Basic and diluted loss per share - Sotheby’s common shareholders $ (0.15 ) $ (0.12 ) |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 75,064 | |
Operating lease, liability | $ 76,438 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 78,400 | |
Operating lease, liability | $ 79,400 | |
Sotheby's Beijing | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Controlling ownership interest percentage by parent | 80.00% | |
Noncontrolling ownership interest percentage | 20.00% |
Seasonality of Business (Detail
Seasonality of Business (Details) - principal_selling_season | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2019 | |
Seasonality Of Business [Abstract] | |||
Number of principal selling seasons | 2 | ||
Second and fourth quarter Net Auction Sales (as a percent) | 76.00% | 80.00% | |
Auction commission revenues (as a percent) | 74.00% | 66.00% |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2019segment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 2 |
SFS | |
Segment Reporting Information [Line Items] | |
Loan portfolio to debt percent | 85.00% |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 173,465 | $ 195,796 |
Segment loss before taxes | (14,589) | (11,468) |
Agency | ||
Segment Reporting Information [Line Items] | ||
Revenues | 154,302 | 179,733 |
SFS | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 13,266 | 9,881 |
Loan portfolio to debt percent | 85.00% | |
All Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 5,897 | 6,182 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment loss before taxes | (14,091) | (884) |
Operating Segments | Agency | ||
Segment Reporting Information [Line Items] | ||
Revenues | 154,302 | 179,733 |
Segment loss before taxes | (24,146) | (9,023) |
Operating Segments | SFS | ||
Segment Reporting Information [Line Items] | ||
Revenues | 16,067 | 12,416 |
Segment loss before taxes | 7,977 | 6,751 |
Operating Segments | All Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | 5,897 | 6,182 |
Segment loss before taxes | 2,078 | 1,388 |
Reconciling items | ||
Segment Reporting Information [Line Items] | ||
Revenues | (2,801) | (2,535) |
Segment loss before taxes | $ (498) | $ (10,584) |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Segment (Loss) Income Before Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment loss before taxes | $ (14,589) | $ (11,468) |
Extinguishment of debt | 0 | 10,855 |
Equity in earnings of investees | 1,528 | 806 |
Finance | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
SFS corporate finance charge | 0 | 2,263 |
Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment loss before taxes | (14,091) | (884) |
Operating Segments | Agency | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment loss before taxes | (24,146) | (9,023) |
Operating Segments | SFS | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment loss before taxes | 7,977 | 6,751 |
Operating Segments | All Other | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment loss before taxes | 2,078 | 1,388 |
Reconciling items | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment loss before taxes | (498) | (10,584) |
Extinguishment of debt | 0 | (10,855) |
Revolving credit facility costs | (4,819) | (2,946) |
Equity in earnings of investees | (1,528) | (806) |
Reconciling items | Finance | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
SFS corporate finance charge | $ 5,849 | $ 4,023 |
Segment Reporting - Reconcili_2
Segment Reporting - Reconciliation of Segment Assets to Consolidated Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Segment Reporting Information [Line Items] | |||
Consolidated assets | $ 2,583,321 | $ 2,689,088 | $ 2,415,910 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Consolidated assets | 2,512,176 | 2,632,006 | 2,362,462 |
Operating Segments | Agency | |||
Segment Reporting Information [Line Items] | |||
Consolidated assets | 1,737,022 | 1,886,986 | 1,774,543 |
Operating Segments | SFS | |||
Segment Reporting Information [Line Items] | |||
Consolidated assets | 739,356 | 705,779 | 546,044 |
Operating Segments | All Other | |||
Segment Reporting Information [Line Items] | |||
Consolidated assets | 35,798 | 39,241 | 41,875 |
Unallocated amounts and reconciling items | |||
Segment Reporting Information [Line Items] | |||
Consolidated assets | $ 71,145 | $ 57,082 | $ 53,448 |
Revenues (Revenues by Segment)
Revenues (Revenues by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Interest and related fees | $ 13,266 | $ 9,881 |
Revenues | 173,465 | 195,796 |
Auction commissions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 117,038 | 132,130 |
Auction related fees, net | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 9,428 | 11,743 |
Private sale commissions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 18,239 | 19,485 |
Other Agency commissions and fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 2,962 | 2,168 |
Total Agency commissions and fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 147,667 | 165,526 |
Inventory sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 8,766 | 16,236 |
Advisory revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 1,407 | 1,250 |
License fee and other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 2,359 | 2,903 |
Total revenue from contracts with customers | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 160,199 | 185,915 |
Interest and related fees | ||
Disaggregation of Revenue [Line Items] | ||
Interest and related fees | 13,266 | 9,881 |
Agency | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 154,302 | 179,733 |
Agency | Auction commissions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 117,038 | 132,130 |
Agency | Auction related fees, net | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 9,428 | 11,743 |
Agency | Private sale commissions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 18,239 | 19,485 |
Agency | Other Agency commissions and fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 2,918 | 1,992 |
Agency | Total Agency commissions and fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 147,623 | 165,350 |
Agency | Inventory sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 6,679 | 14,383 |
Agency | Advisory revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 0 | 0 |
Agency | License fee and other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 0 | 0 |
Agency | Total revenue from contracts with customers | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 154,302 | 179,733 |
Agency | Interest and related fees | ||
Disaggregation of Revenue [Line Items] | ||
Interest and related fees | 0 | 0 |
SFS | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 13,266 | 9,881 |
SFS | Auction commissions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 0 | 0 |
SFS | Auction related fees, net | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 0 | 0 |
SFS | Private sale commissions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 0 | 0 |
SFS | Other Agency commissions and fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 0 | 0 |
SFS | Total Agency commissions and fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 0 | 0 |
SFS | Inventory sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 0 | 0 |
SFS | Advisory revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 0 | 0 |
SFS | License fee and other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 0 | 0 |
SFS | Total revenue from contracts with customers | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 0 | 0 |
SFS | Interest and related fees | ||
Disaggregation of Revenue [Line Items] | ||
Interest and related fees | 13,266 | 9,881 |
All Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 5,897 | 6,182 |
All Other | Auction commissions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 0 | 0 |
All Other | Auction related fees, net | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 0 | 0 |
All Other | Private sale commissions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 0 | 0 |
All Other | Other Agency commissions and fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 44 | 176 |
All Other | Total Agency commissions and fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 44 | 176 |
All Other | Inventory sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 2,087 | 1,853 |
All Other | Advisory revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 1,407 | 1,250 |
All Other | License fee and other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 2,359 | 2,903 |
All Other | Total revenue from contracts with customers | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 5,897 | 6,182 |
All Other | Interest and related fees | ||
Disaggregation of Revenue [Line Items] | ||
Interest and related fees | $ 0 | $ 0 |
Revenues (Narrative) (Details)
Revenues (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Buyer payment term | 30 days | ||
Consignor payment term | 35 days | ||
Net receivable (payable) | $ 24,959 | $ (29,351) | $ (104,044) |
Accounts receivable, net | 764,059 | 978,140 | 724,432 |
Contract costs | 751,553 | 967,817 | 716,330 |
Accounts Rec, Consignor Paid | |||
Disaggregation of Revenue [Line Items] | |||
Accounts receivable, net | 153,900 | 118,700 | 39,400 |
Transfer Of Possession Without Payment | |||
Disaggregation of Revenue [Line Items] | |||
Accounts receivable, net | 34,600 | 39,600 | 23,800 |
Prepaid Expenses and Other Current Assets | |||
Disaggregation of Revenue [Line Items] | |||
Contract costs | $ 13,500 | $ 10,800 | $ 9,700 |
Revenues (Contracts with Custom
Revenues (Contracts with Customers) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable | $ 751,553 | $ 967,817 | $ 716,330 |
Client payables | 726,594 | 997,168 | 820,374 |
Net receivable (payable) | $ 24,959 | $ (29,351) | $ (104,044) |
Notes Receivable - Sotheby's Fi
Notes Receivable - Sotheby's Financial Services Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Period in advance during which sellers may receive funds upon consignment (up to) | 1 year | ||
Notes receivable, current | $ 81,641,000 | $ 64,019,000 | $ 103,834,000 |
Repayments collected | $ 4,100,000 | $ 15,000,000 | |
Target LTV ratio | 50.00% | 50.00% | 50.00% |
Past due period | 90 days | ||
Unfunded commitments to extend additional credit through SFS | $ 57,900,000 | ||
Minimum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
LTV ratio | 51.00% | ||
Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
LTV ratio | 60.00% | ||
Term loans | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Initial maturities of term loans (up to) (term) | 1 year | ||
Past due loans | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Target LTV ratio | 39.00% | ||
Collateral held against amounts reclassified from Accounts Receivable (net) | $ 145,800,000 | ||
SFS | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Net Notes Receivable balance of SFS | 727,783,000 | $ 513,482,000 | $ 693,977,000 |
Notes receivable, current | 70,600,000 | 59,800,000 | 99,700,000 |
Term loans issued by SFS | 135,500,000 | 47,200,000 | $ 126,200,000 |
Loans issued to refinance client auction and private sale purchases | $ 13,400,000 | $ 7,800,000 | |
Target LTV ratio | 44.00% | 40.00% | 43.00% |
Net Notes Receivable balance past due | $ 25,590,000 | $ 65,436,000 | $ 14,405,000 |
Net Notes Receivable balance 90 days past due | 5,657,000 | 36,341,000 | 8,911,000 |
Collateral held against amounts reclassified from Accounts Receivable (net) | 1,651,561,000 | 1,295,353,000 | 1,629,270,000 |
Recorded investment | 25,500,000 | 5,600,000 | |
Non-accrual loan outstanding | 0 | 23,658,000 | 3,854,000 |
Accrued interest | 1,800,000 | 1,800,000 | |
Impaired loans outstanding | $ 0 | $ 0 | $ 0 |
Notes Receivable - Schedule of
Notes Receivable - Schedule of Aggregate LTV Ratio (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Segment Reporting Information [Line Items] | |||
Aggregate LTV ratio | 50.00% | 50.00% | 50.00% |
SFS | |||
Segment Reporting Information [Line Items] | |||
Secured loans | $ 727,783 | $ 693,977 | $ 513,482 |
Low auction estimate of collateral | $ 1,651,561 | $ 1,629,270 | $ 1,295,353 |
Aggregate LTV ratio | 44.00% | 43.00% | 40.00% |
SFS | Loan to Value Ratio Above 50% | |||
Segment Reporting Information [Line Items] | |||
Secured loans | $ 331,740 | $ 264,916 | $ 121,599 |
Low auction estimate of collateral | $ 594,871 | $ 476,157 | $ 209,933 |
Aggregate LTV ratio | 56.00% | 56.00% | 58.00% |
Notes Receivable - Schedule o_2
Notes Receivable - Schedule of Other Credit Quality Information (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Allowance for credit losses: | |||
Total allowance for credit losses - secured loans | $ 2,671,000 | $ 2,600,000 | |
SFS | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total secured loans | 727,783,000 | 693,977,000 | $ 513,482,000 |
Loans past due | 25,590,000 | 14,405,000 | 65,436,000 |
Loans more than 90 days past due | 5,657,000 | 8,911,000 | 36,341,000 |
Non-accrual loans | 0 | 3,854,000 | 23,658,000 |
Impaired loans | 0 | 0 | 0 |
Allowance for credit losses: | |||
Allowance for credit losses for impaired loans | 0 | 0 | 0 |
Allowance for credit losses based on historical data | 1,146,000 | 1,075,000 | 1,209,000 |
Total allowance for credit losses - secured loans | $ 1,146,000 | $ 1,075,000 | $ 1,209,000 |
Notes Receivable - Agency Segme
Notes Receivable - Agency Segment Narrative (Details) - Agency - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes Receivable within the Agency segment | $ 1,200,000 | $ 2,400,000 | |
Total secured loans | 3,100,000 | $ 3,100,000 | 2,100,000 |
Consignor advances | $ 1,300,000 | $ 3,200,000 | $ 0 |
Notes Receivable - Schedule o_3
Notes Receivable - Schedule of Activity Related to Allowance for Credit Losses (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Allowance for Loan and Lease Losses | |
Allowance for credit losses, beginning balance | $ 2,600 |
Change in loan loss provision | 71 |
Allowance for credit losses, ending balance | 2,671 |
SFS | |
Allowance for Loan and Lease Losses | |
Allowance for credit losses, beginning balance | 1,075 |
Change in loan loss provision | 71 |
Allowance for credit losses, ending balance | 1,146 |
Agency | |
Allowance for Loan and Lease Losses | |
Allowance for credit losses, beginning balance | 1,525 |
Change in loan loss provision | 0 |
Allowance for credit losses, ending balance | $ 1,525 |
Leases (Lease Cost) (Details)
Leases (Lease Cost) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 4,861 |
Variable lease cost | 757 |
Sublease income | (479) |
Total lease cost | $ 5,139 |
Leases (Summary of Operating Le
Leases (Summary of Operating Lease Liability Maturity) (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 (remaining) | $ 14,473 |
2020 | 17,657 |
2021 | 13,469 |
2022 | 11,064 |
2023 | 7,991 |
Thereafter | 28,353 |
Total undiscounted operating lease payments | 93,007 |
Less: Imputed interest | (16,569) |
Present value of operating lease liabilities | $ 76,438 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Lessee, Operating Lease, Lease Not yet Commenced, Amount | $ 7.6 |
Weighted average remaining lease term | 7 years 7 months |
Weighted average discount rate, percent | 4.77% |
Operating lease liabilities arising from obtaining right-of-use assets | $ 1.5 |
Operating lease payments | $ 4.7 |
Leases (Summary of Minimum Futu
Leases (Summary of Minimum Future Lease Payments Under Topic 840 (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Mar. 31, 2018 |
Leases [Abstract] | ||
Due year 1 | $ 20,039 | $ 20,073 |
Due year 2 | 17,771 | 17,606 |
Due year 3 | 14,033 | 15,963 |
Due year 4 | 11,750 | 12,937 |
Due year 5 | 9,449 | 10,393 |
Thereafter | 32,318 | 34,839 |
Total | $ 105,360 | $ 111,811 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill | ||
Beginning balance | $ 55,573 | $ 50,547 |
Goodwill acquired | 0 | 5,109 |
Foreign currency exchange rate changes | 8 | 175 |
Ending balance | 55,581 | 55,831 |
Agency | ||
Goodwill | ||
Beginning balance | 49,422 | 44,396 |
Goodwill acquired | 0 | 5,109 |
Foreign currency exchange rate changes | 8 | 175 |
Ending balance | 49,430 | 49,680 |
All Other | ||
Goodwill | ||
Beginning balance | 6,151 | 6,151 |
Goodwill acquired | 0 | 0 |
Foreign currency exchange rate changes | 0 | 0 |
Ending balance | $ 6,151 | $ 6,151 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Indefinite and Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets subject to amortization | $ 19,596 | $ 19,596 | $ 19,521 |
Accumulated amortization | (7,746) | (6,927) | (4,527) |
Total amortizable intangible assets (net) | 11,850 | 12,669 | 14,994 |
Total intangible assets (net) | $ 12,174 | 12,993 | 15,318 |
Customer relationships - Art Advisory Partners | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period | 8 years | ||
Intangible assets subject to amortization | $ 10,800 | 10,800 | 10,800 |
Non-compete agreements - Art Advisory Partners | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets subject to amortization | $ 3,060 | 3,060 | 3,060 |
Artworks database | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period | 10 years | ||
Intangible assets subject to amortization | $ 1,275 | 1,275 | 1,200 |
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period | 4 years | ||
Intangible assets subject to amortization | $ 4,461 | 4,461 | 4,461 |
Minimum | Non-compete agreements - Art Advisory Partners | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period | 5 years | ||
Maximum | Non-compete agreements - Art Advisory Partners | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period | 6 years | ||
License | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | $ 324 | $ 324 | $ 324 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense related to intangible assets | $ 0.8 | $ 0.6 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Aggregate Amortization Expense (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |
April 2019 to March 2020 | $ 3,186 |
April 2020 to March 2021 | 3,124 |
April 2021 to March 2022 | 2,666 |
April 2022 to March 2023 | 1,480 |
April 2023 to March 2024 | $ 1,143 |
Defined Benefit Pension Plan (D
Defined Benefit Pension Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Retirement Benefits [Abstract] | ||
Interest cost | $ 2,016 | $ 1,981 |
Expected return on plan assets | (2,675) | (2,902) |
Amortization of actuarial loss | 0 | 125 |
Amortization of prior service cost | (16) | (26) |
Net pension credit | $ (675) | $ (822) |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility Narrative (Details) - Credit Agreement - USD ($) | Jun. 26, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Debt [Line Items] | ||||
Maximum borrowing capacity | $ 1,100,000,000 | $ 1,100,000,000 | $ 1,100,000,000 | $ 1,100,000,000 |
Line of credit, sub limit | 350,000,000 | |||
Maximum increase in borrowing capacity | $ 300,000,000 | |||
Aggregate fees paid | $ 4,400,000 | |||
LIBOR | ||||
Debt [Line Items] | ||||
Decrease in basis points | 0.25% |
Debt - Summary of Information R
Debt - Summary of Information Related to the Credit Agreement (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jun. 26, 2018 | |
Line of Credit Facility [Line Items] | ||||
Borrowings outstanding | $ 430,000,000 | $ 65,000,000 | $ 280,000,000 | |
Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 1,100,000,000 | 1,100,000,000 | 1,100,000,000 | $ 1,100,000,000 |
Borrowing base | 904,072,000 | 549,983,000 | 857,773,000 | |
Borrowings outstanding | 430,000,000 | 65,000,000 | 280,000,000 | |
Available borrowing capacity | 474,072,000 | 484,983,000 | 577,773,000 | |
Average borrowings outstanding | $ 352,833,000 | $ 148,478,000 | $ 106,181,000 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Debt [Line Items] | |||
Total Long-Term Debt, net | $ 637,008 | $ 638,786 | $ 650,988 |
York Property Mortgage | |||
Debt [Line Items] | |||
Long-term debt | 255,437 | 257,284 | 268,794 |
Less current portion | (13,653) | (13,604) | (12,381) |
Unamortized debt issuance costs, noncurrent | 3,305 | 3,559 | 4,292 |
Unamortized debt issuance costs, current | 1,017 | 1,010 | 1,010 |
2025 Senior Notes | |||
Debt [Line Items] | |||
Long-term debt | 395,224 | 395,106 | 394,575 |
Unamortized debt issuance costs, noncurrent | $ 4,776 | $ 4,894 | $ 5,425 |
Debt - York Property Mortgage N
Debt - York Property Mortgage Narrative (Details) - USD ($) | Jul. 02, 2018 | Jul. 03, 2017 | Jul. 01, 2017 | Jul. 01, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jun. 20, 2017 |
Debt [Line Items] | ||||||||
Equity | $ 431,851,000 | $ 591,008,000 | $ 441,494,000 | |||||
Annual prepayments | 2,101,000 | 2,015,000 | ||||||
Second Amendment | Parent Company | ||||||||
Debt [Line Items] | ||||||||
Equity | 1,300,000,000 | |||||||
Mortgages | ||||||||
Debt [Line Items] | ||||||||
Annual prepayments | $ 32,000,000 | |||||||
Mortgages | Maximum | ||||||||
Debt [Line Items] | ||||||||
Annual prepayments | 25,000,000 | |||||||
Mortgages | Cash | ||||||||
Debt [Line Items] | ||||||||
Annual prepayments | 25,000,000 | |||||||
Mortgages | Restricted Cash | ||||||||
Debt [Line Items] | ||||||||
Annual prepayments | $ 6,250,000 | $ 7,000,000 | ||||||
Mortgages | York Property Mortgage | ||||||||
Debt [Line Items] | ||||||||
Debt term | 7 years | 7 years | ||||||
Principal amount | $ 325,000,000 | |||||||
Long-term debt | 258,700,000 | |||||||
Amortization period | 25 years | |||||||
Minimum net worth required for compliance | $ 325,000,000 | $ 425,000,000 | ||||||
Maximum Loan-To-Value ratio under agreement (as a percent) | 65.00% | |||||||
Minimum debt yield under agreement (as a percent) | 8.50% | |||||||
Restricted cash and cash equivalents | $ 1,000,000 | $ 4,300,000 | $ 700,000 | |||||
Mortgages | York Property Mortgage | Standard & Poor's, B Plus Rating | ||||||||
Debt [Line Items] | ||||||||
Required debt service | 6 months | |||||||
Mortgages | York Property Mortgage | Standard & Poor's, B Rating | ||||||||
Debt [Line Items] | ||||||||
Required debt service | 12 months | |||||||
Mortgages | York Property Mortgage | LIBOR | ||||||||
Debt [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 2.25% |
Debt - Senior Unsecured Debt Na
Debt - Senior Unsecured Debt Narrative (Details) - USD ($) | Dec. 12, 2017 | Jul. 03, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2021 | Sep. 27, 2012 |
Debt [Line Items] | |||||||
Extinguishment of debt | $ 0 | $ (10,855,000) | |||||
Annual prepayments | 2,101,000 | 2,015,000 | |||||
Mortgages | |||||||
Debt [Line Items] | |||||||
Annual prepayments | $ 32,000,000 | ||||||
2022 Senior Notes | Senior Notes | |||||||
Debt [Line Items] | |||||||
Principal amount | $ 300,000,000 | ||||||
Debt instrument stated interest percentage | 5.25% | ||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 4,400,000 | ||||||
Debt Instrument, Unamortized Premium | $ 7,900,000 | ||||||
Write off of debt issuance cost | 3,000,000 | ||||||
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost | 7,900,000 | ||||||
Extinguishment of debt | $ (10,900,000) | ||||||
2025 Senior Notes | Senior Notes | |||||||
Debt [Line Items] | |||||||
Principal amount | $ 400,000,000 | 400,000,000 | |||||
Debt instrument stated interest percentage | 4.875% | ||||||
Net proceeds from issuance of long term debt | $ 395,500,000 | ||||||
Amount deposited to trustee | $ 312,300,000 | ||||||
Fair value | $ 388,500,000 | ||||||
2025 Senior Notes | Senior Notes | Prior to December 15, 2020 | |||||||
Debt [Line Items] | |||||||
Percentage of principal amount redeemed | 100.00% | ||||||
2025 Senior Notes | Senior Notes | After December 15, 2020 | |||||||
Debt [Line Items] | |||||||
Percentage of principal amount redeemed | 40.00% | ||||||
Redemption percentage | 104.875% | ||||||
2025 Senior Notes | Senior Notes | Change of Control | |||||||
Debt [Line Items] | |||||||
Percentage of principal amount redeemed | 101.00% | ||||||
Scenario, Forecast | Mortgages | |||||||
Debt [Line Items] | |||||||
Annual prepayments | $ 6,250,000 |
Debt - Schedule of Aggregate Fu
Debt - Schedule of Aggregate Future Principal and Interest Payments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
April 2019 to March 2020 | $ 47,300 |
April 2020 to March 2021 | 47,162 |
April 2021 to March 2022 | 46,741 |
April 2022 to March 2023 | 665,618 |
April 2023 to March 2024 | $ 19,500 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Fair Value Information Related to Derivative Financial Instruments (Details) - Designated as Hedging Instruments - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Derivatives, Fair Value [Line Items] | |||
Assets | $ 415 | $ 462 | $ 377 |
Liabilities | 1,508 | 1,225 | 6,467 |
Cash Flow Hedges | |||
Derivatives, Fair Value [Line Items] | |||
Assets | 377 | ||
Liabilities | 1,508 | 1,225 | 576 |
Cash Flow Hedges | Interest rate collar | Other Current Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Liabilities | 49 | 40 | 177 |
Cash Flow Hedges | Interest rate collar | Other Long-Term Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Liabilities | 1,459 | 1,185 | 399 |
Cash Flow Hedges | Interest rate swap | Prepaid Expenses and Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Assets | 377 | ||
Net Investment Hedges | Foreign exchange contracts | |||
Derivatives, Fair Value [Line Items] | |||
Assets | $ 462 | ||
Net Investment Hedges | Foreign exchange contracts | Prepaid Expenses and Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Assets | $ 415 | ||
Net Investment Hedges | Foreign exchange contracts | Other Current Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Liabilities | $ 5,891 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of the Effect of the Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | |
Interest rate swap | |||
Derivative Instruments | |||
Amount Reclassified from Accumulated Other Comprehensive Loss into Net Loss - Effective Portion | $ 200 | ||
Designated as Hedging Instruments | |||
Derivative Instruments | |||
Gain (Loss) Recognized in Other Comprehensive Income - Effective Portion | $ (259) | $ (550) | |
Amount Reclassified from Accumulated Other Comprehensive Loss into Net Loss - Effective Portion | 0 | 110 | |
Designated as Hedging Instruments | Cash Flow Hedges | |||
Derivative Instruments | |||
Gain (Loss) Recognized in Other Comprehensive Income - Effective Portion | (213) | 1,060 | |
Amount Reclassified from Accumulated Other Comprehensive Loss into Net Loss - Effective Portion | 0 | 110 | |
Designated as Hedging Instruments | Cash Flow Hedges | Interest rate swap | |||
Derivative Instruments | |||
Gain (Loss) Recognized in Other Comprehensive Income - Effective Portion | 0 | 80 | |
Designated as Hedging Instruments | Cash Flow Hedges | Interest rate swap | Interest Expense | |||
Derivative Instruments | |||
Amount Reclassified from Accumulated Other Comprehensive Loss into Net Loss - Effective Portion | 0 | (52) | |
Designated as Hedging Instruments | Cash Flow Hedges | Interest rate collar | |||
Derivative Instruments | |||
Gain (Loss) Recognized in Other Comprehensive Income - Effective Portion | (213) | 980 | |
Designated as Hedging Instruments | Cash Flow Hedges | Interest rate collar | Interest Expense | |||
Derivative Instruments | |||
Amount Reclassified from Accumulated Other Comprehensive Loss into Net Loss - Effective Portion | 0 | 162 | |
Designated as Hedging Instruments | Net Investment Hedges | Foreign exchange contracts | |||
Derivative Instruments | |||
Gain (Loss) Recognized in Other Comprehensive Income - Effective Portion | (46) | (1,610) | |
Amount Reclassified from Accumulated Other Comprehensive Loss into Net Loss - Effective Portion | $ 0 | $ 0 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | Jul. 03, 2017 | Jul. 01, 2017 | Nov. 21, 2016 | Jul. 01, 2015 | Jun. 30, 2017 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Jul. 31, 2021 | Dec. 31, 2018 |
Derivative [Line Items] | ||||||||||
Initial period under interest rate protection agreements | 2 years | |||||||||
Reduction to notional amount of derivative | $ 57,000 | |||||||||
Annual prepayments | $ 2,101 | $ 2,015 | ||||||||
SFS Credit Facility borrowings | $ 63,000 | |||||||||
Mortgages | ||||||||||
Derivative [Line Items] | ||||||||||
Annual prepayments | $ 32,000 | |||||||||
Mortgages | Maximum | ||||||||||
Derivative [Line Items] | ||||||||||
Annual prepayments | $ 25,000 | |||||||||
Mortgages | Scenario, Forecast | ||||||||||
Derivative [Line Items] | ||||||||||
Annual prepayments | $ 6,250 | |||||||||
Mortgages | Scenario, Forecast | Minimum | ||||||||||
Derivative [Line Items] | ||||||||||
Annual prepayments | $ 6,250 | |||||||||
Mortgages | York Property Mortgage | ||||||||||
Derivative [Line Items] | ||||||||||
Term of mortgage loan | 7 years | 7 years | ||||||||
Interest rate swap | ||||||||||
Derivative [Line Items] | ||||||||||
Term of derivative contract | 2 years | |||||||||
Amount Reclassified from Accumulated Other Comprehensive Loss into Net Loss - Effective Portion | $ 200 | |||||||||
Interest rate swap | Mortgages | York Property Mortgage | ||||||||||
Derivative [Line Items] | ||||||||||
Term of derivative contract | 2 years | |||||||||
Fixed annual rate | 0.877% | |||||||||
Annual interest rate taking into account the interest rate protection agreements | 3.127% | |||||||||
Interest rate collar | ||||||||||
Derivative [Line Items] | ||||||||||
Notional value of derivative | $ 258,700 | |||||||||
Interest rate collar | Mortgages | York Property Mortgage | ||||||||||
Derivative [Line Items] | ||||||||||
Term of derivative contract | 5 years | |||||||||
Annual interest rate taking into account the interest rate protection agreements | 4.35% | |||||||||
Interest rate collar | Mortgages | York Property Mortgage | Minimum | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed annual rate | 1.917% | |||||||||
Annual interest rate taking into account the interest rate protection agreements | 4.167% | |||||||||
Interest rate collar | Mortgages | York Property Mortgage | Maximum | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed annual rate | 3.75% | |||||||||
Annual interest rate taking into account the interest rate protection agreements | 6.00% | |||||||||
Foreign exchange contracts | ||||||||||
Derivative [Line Items] | ||||||||||
Notional value of derivative | $ 184,800 | |||||||||
Designated as Hedging Instruments | ||||||||||
Derivative [Line Items] | ||||||||||
Amount Reclassified from Accumulated Other Comprehensive Loss into Net Loss - Effective Portion | $ 0 | 110 | ||||||||
Not Designated as Hedging Instrument | Forward exchange contracts | ||||||||||
Derivative [Line Items] | ||||||||||
Term of derivative contract | 6 months | |||||||||
Net investment hedges | Designated as Hedging Instruments | Foreign exchange contracts | ||||||||||
Derivative [Line Items] | ||||||||||
Notional value of derivative | $ 59,700 | |||||||||
Amount Reclassified from Accumulated Other Comprehensive Loss into Net Loss - Effective Portion | 0 | 0 | ||||||||
Prepaid Expenses and Other Current Assets | Foreign exchange contracts | ||||||||||
Derivative [Line Items] | ||||||||||
Assets (liabilities) recorded within Accounts Payable and Accrued Liabilities | 300 | $ 1,700 | ||||||||
Accounts Payable and Accrued Liabilities | Foreign exchange contracts | ||||||||||
Derivative [Line Items] | ||||||||||
Assets (liabilities) recorded within Accounts Payable and Accrued Liabilities | $ (300) | $ (2,100) | $ (1,500) |
Supplemental Condensed Consol_5
Supplemental Condensed Consolidated Cash Flow Information - Schedule of Restricted Cash Classified Within Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 124,332 | $ 178,579 | $ 335,728 | |
Total restricted cash | 28,888 | 21,655 | 34,344 | |
Cash, cash equivalents, and restricted cash | 153,220 | 200,234 | 370,072 | $ 923,926 |
Current Assets | ||||
Cash and Cash Equivalents [Line Items] | ||||
Total restricted cash | 11,739 | 4,836 | 15,682 | |
Other Noncurrent Assets | ||||
Cash and Cash Equivalents [Line Items] | ||||
Total restricted cash | 17,149 | 16,819 | 18,662 | |
Consignor funds held in legally segregated accounts | ||||
Cash and Cash Equivalents [Line Items] | ||||
Total restricted cash | 10,549 | 3,938 | 11,192 | |
Cash Management Account related to the York Property Mortgage (see Note 8) | ||||
Cash and Cash Equivalents [Line Items] | ||||
Total restricted cash | 1,005 | 716 | 4,290 | |
Other | ||||
Cash and Cash Equivalents [Line Items] | ||||
Total restricted cash | $ 185 | $ 182 | $ 200 |
Supplemental Condensed Consol_6
Supplemental Condensed Consolidated Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Increase in: | ||
Prepaid expenses and other current assets | $ (5,517) | $ (2,588) |
Other long-term assets | (1,572) | (3,773) |
Income tax receivables and deferred income tax assets | (20,550) | (12,579) |
(Decrease)/increase in: | ||
Accounts payable and accrued liabilities and other liabilities | (55,544) | (57,419) |
Accrued income taxes and deferred income tax liabilities | 2,467 | 555 |
Total changes in other operating assets and liabilities | $ (80,716) | $ (75,804) |
Supplemental Condensed Consol_7
Supplemental Condensed Consolidated Balance Sheet Information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Prepaid expenses | $ 32,793 | $ 25,672 | $ 32,444 |
Derivative financial instruments (see Note 10) | 415 | 462 | 377 |
Insurance recoveries | 5,558 | 4,353 | 0 |
Other | 9,157 | 8,144 | 7,784 |
Total Prepaid Expenses and Other Current Assets | $ 47,923 | $ 38,631 | $ 40,605 |
Supplemental Condensed Consol_8
Supplemental Condensed Consolidated Balance Sheet Information - Schedule of Other Long-Term Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Defined benefit pension plan asset | $ 106,640 | $ 103,539 | $ 114,391 |
Equity method investments | 46,982 | 47,507 | 46,086 |
Trust assets related to deferred compensation liability | 32,587 | 28,517 | 29,156 |
Restricted cash (see Note 12) | 17,149 | 16,819 | 18,662 |
Insurance recoveries | 12,093 | 13,882 | 13,406 |
Other | 16,222 | 16,396 | 15,315 |
Total Other Long-Term Assets | $ 231,673 | $ 226,660 | $ 237,016 |
Supplemental Condensed Consol_9
Supplemental Condensed Consolidated Balance Sheet Information - Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred compensation liability | $ 32,188 | $ 28,255 | $ 28,607 |
Acquisition earn-out consideration | 0 | 8,750 | 8,750 |
Interest rate collar liability (see Note 10) | 1,459 | 1,185 | 399 |
Other | 7,297 | 7,327 | 7,796 |
Total Other Long-Term Liabilities | $ 40,944 | $ 45,517 | $ 45,552 |
Common Stock Repurchase Progr_2
Common Stock Repurchase Program - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 01, 2019 | Dec. 13, 2018 | Mar. 01, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Dividends Payable [Line Items] | ||||||
Shares repurchased (in shares) | 488,846 | |||||
Average price per share (in dollars per share) | $ 51.84 | |||||
Equity | $ 591,008 | $ 431,851 | $ 441,494 | |||
Repurchases of common stock | 25,340 | |||||
Accelerated Share Repurchase Agreement December 2018 | ||||||
Dividends Payable [Line Items] | ||||||
Initial purchase price | $ 70,000 | |||||
Shares repurchased (in shares) | 186,732 | 1,605,938 | 1,792,670 | |||
Aggregate purchase price | $ 59,500 | |||||
Average price per share (in dollars per share) | $ 37.05 | $ 39.05 | ||||
Treasury Stock | ||||||
Dividends Payable [Line Items] | ||||||
Repurchases of common stock | $ 25,340 | |||||
Treasury Stock | Accelerated Share Repurchase Agreement December 2018 | ||||||
Dividends Payable [Line Items] | ||||||
Equity | $ 10,500 | $ 59,500 | $ 10,500 | |||
Additional Paid-In Capital | Accelerated Share Repurchase Agreement December 2018 | ||||||
Dividends Payable [Line Items] | ||||||
Equity | $ 10,500 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Summary of Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | $ 441,494 | |
Reclassifications from accumulated other comprehensive gain (loss), net of tax | (13) | $ 192 |
Total other comprehensive income | 975 | 6,842 |
Balance at end of period | 431,851 | 591,008 |
Accumulated Other Comprehensive Loss | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Total other comprehensive income | 975 | 6,842 |
Balance at end of period | (71,069) | (55,624) |
Currency Translation Adjustments | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | (84,051) | (74,505) |
Other comprehensive income (loss) before reclassifications, net of tax | 1,329 | 7,225 |
Other comprehensive income (loss) before reclassifications, tax | 0 | 400 |
Total other comprehensive income | 1,329 | 7,225 |
Balance at end of period | (82,722) | (67,280) |
Cash Flow & Net Investment Hedges | Cash Flow Hedges | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | (630) | (1,029) |
Other comprehensive income (loss) before reclassifications, net of tax | (213) | 1,060 |
Other comprehensive income (loss) before reclassifications, tax | (70) | 350 |
Reclassifications from accumulated other comprehensive gain (loss), net of tax | 0 | 110 |
Reclassifications from accumulated other comprehensive gain (loss), tax | 0 | 36 |
Total other comprehensive income | (213) | 1,170 |
Balance at end of period | (843) | 141 |
Cash Flow & Net Investment Hedges | Net Investment Hedges | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | 15,327 | 13,559 |
Other comprehensive income (loss) before reclassifications, net of tax | (46) | (1,610) |
Other comprehensive income (loss) before reclassifications, tax | (12) | (525) |
Total other comprehensive income | (46) | (1,610) |
Balance at end of period | 15,281 | 11,949 |
Defined Benefit Pension Plan | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | (2,690) | (491) |
Other comprehensive income (loss) before reclassifications, net of tax | (82) | (25) |
Reclassifications from accumulated other comprehensive gain (loss), net of tax | (13) | 82 |
Reclassifications from accumulated other comprehensive gain (loss), tax | (3) | 17 |
Total other comprehensive income | (95) | 57 |
Balance at end of period | (2,785) | (434) |
Currency translation adjustments | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Other comprehensive income (loss) before reclassifications, net of tax | (82) | (25) |
Prior service cost amortization, net of tax | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Reclassifications from accumulated other comprehensive gain (loss), net of tax | (13) | (22) |
Reclassifications from accumulated other comprehensive gain (loss), tax | (3) | (4) |
Actuarial loss amortization, net of tax | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Reclassifications from accumulated other comprehensive gain (loss), net of tax | 0 | 104 |
Reclassifications from accumulated other comprehensive gain (loss), tax | $ 0 | $ 21 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Summary of Reclassification Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Reclassification adjustments, net of tax | $ (13) | $ 192 |
Defined Benefit Pension Plan | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Reclassification adjustment, before tax | (16) | 99 |
Tax effect | 3 | (17) |
Reclassification adjustments, net of tax | (13) | 82 |
Prior service cost amortization | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Reclassification adjustment, before tax | (16) | (26) |
Tax effect | 3 | 4 |
Reclassification adjustments, net of tax | (13) | (22) |
Actuarial loss amortization | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Reclassification adjustment, before tax | 0 | 125 |
Tax effect | 0 | (21) |
Reclassification adjustments, net of tax | 0 | 104 |
Reclassification out of Accumulated Other Comprehensive Income | Cash Flow Hedges | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Reclassification adjustment, before tax | 0 | 146 |
Tax effect | 0 | (36) |
Reclassification adjustments, net of tax | $ 0 | $ 110 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Oct. 02, 2018 | Mar. 31, 2019 |
Loss Contingencies [Line Items] | ||
Aggregate remaining commitment for salaries and other cash compensation, excluding any participation in incentive compensation programs | $ 11.3 | |
Payments to seller | $ 23.5 | |
Threatened Litigation | ||
Loss Contingencies [Line Items] | ||
Damages sought | $ 380 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Income Tax Contingency [Line Items] | |||
Accrued income taxes related to the Act | $ 15.3 | $ 15.3 | $ 34.6 |
Other Long-Term Liabilities | |||
Income Tax Contingency [Line Items] | |||
Accrued income taxes related to the Act | $ 15.3 | $ 15.3 | $ 32 |
Uncertain Tax Positions (Detail
Uncertain Tax Positions (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits, excluding interest and penalties | $ 11.8 | $ 11.5 | $ 12.4 |
Net increase in unrecognized tax benefits | (0.3) | ||
Unrecognized tax benefits that would favorably affect effective income tax rate | 2.8 | $ 2.9 | $ 4.5 |
Reasonably possible decrease in balance of unrecognized tax benefits within 12 months | 3 | ||
Unrecognized tax benefits, interest and penalties | $ 0.1 |
Auction Guarantees (Details)
Auction Guarantees (Details) - USD ($) | Apr. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Guarantor Obligations [Line Items] | ||||
Outstanding auction guarantees | $ 234,800,000 | |||
Irrevocable bids | 162,400,000 | |||
Financial exposure for auction guarantees | 72,400,000 | |||
Auction guarantee advances outstanding | 7,500,000 | $ 0 | $ 0 | |
Estimated fair value of obligation to perform under outstanding auction guarantees | $ 6,600,000 | $ 2,900,000 | $ 6,100,000 | |
Subsequent Event | ||||
Guarantor Obligations [Line Items] | ||||
Outstanding auction guarantees | $ 178,100,000 | |||
Irrevocable bids | 152,600,000 | |||
Financial exposure for auction guarantees | 25,500,000 | |||
Auction guarantee advances outstanding | $ 7,500,000 |
Share-Based Payments - Schedule
Share-Based Payments - Schedule of Compensation Expense for Share-Based Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Pre-tax | $ 7,598 | $ 8,377 |
After-tax | $ 5,828 | $ 6,639 |
Share-Based Payments - Narrativ
Share-Based Payments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | May 03, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excess tax benefit related to share-based payments | $ 1.5 | $ 1.2 | |
Unrecognized compensation expense related to the unvested portion of share-based payments | $ 46.1 | ||
Weighted average period of amortization | 2 years 5 months | ||
Shares granted (in shares) | 768,000 | ||
Company's Incentive Compensation Programs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value | $ 30.9 | ||
Employee Stock Option and SARS | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares from the available pool (in shares) | 1 | ||
RSUs and PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares from the available pool (in shares) | 2.14 | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Restricted Stock Units (RSUs) | Incremental Vesting | Company's Incentive Compensation Programs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Grant date fair value | $ 17.8 | ||
Shares granted (in shares) | 442,595 | ||
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Performance Shares | Cliff Vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value | $ 13.1 | ||
Shares granted (in shares) | 325,027 | ||
Performance Shares | Cliff Vesting | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total maximum vesting opportunity of initial award (as a percent) | 100.00% | ||
Performance Shares | Cliff Vesting | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted (in shares) | 650,054 | ||
Total maximum vesting opportunity of initial award (as a percent) | 200.00% | ||
Restricted Shares, RSU's And PSU's | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for future awards (in shares) | 5,900,000 | ||
Aggregate fair value of RSU's and PSU's that vested | $ 29.6 | $ 26.5 |
Share-Based Payments - Schedu_2
Share-Based Payments - Schedule of Changes to the Number of Outstanding RSU's, PSU's, and Restricted Shares (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Restricted Shares, RSU's and PSU's | |
Outstanding, beginning balance (in shares) | shares | 1,852 |
Granted (in shares) | shares | 768 |
Vested (in shares) | shares | (740) |
Canceled (in shares) | shares | (138) |
Outstanding, ending balance (in shares) | shares | 1,742 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 39.12 |
Granted (in dollars per share) | $ / shares | 40.21 |
Vested (in dollars per share) | $ / shares | 30.24 |
Canceled (in dollars per share) | $ / shares | 27.71 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 44.48 |
Share-Based Payments - Director
Share-Based Payments - Directors Stock Plan Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Credits related to the voluntary separation incentive programs | $ 7,598 | $ 8,377 | |
Number of deferred stock units outstanding (in shares) | 1,742,000 | 1,852,000 | |
Director's Stock Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Credits related to the voluntary separation incentive programs | $ 300 | $ 300 | |
Number of deferred stock units outstanding (in shares) | 193,864 | ||
Shares available for future awards (in shares) | 79,533 |
Loss Per Share - Computation of
Loss Per Share - Computation of Basic and Diluted (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net loss attributable to Sotheby's | $ (7,071) | $ (6,522) |
Less: Net income attributable to participating securities | 0 | 0 |
Net loss attributable to Sotheby’s common shareholders | $ (7,071) | $ (6,522) |
Denominator: | ||
Weighted average basic and diluted shares outstanding (in shares) | 46,422 | 52,464 |
Basic and diluted loss per share - Sotheby’s common shareholders (USD per share) | $ (0.15) | $ (0.12) |
Loss Per Share - Narrative (Det
Loss Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Potential common shares excluded from computation of diluted earnings per share (in shares) | 1.9 | 2.2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Agency commissions and fees | $ 200,000 | |
Inventory sales | 5,300,000 | |
Amounts owed to related party | $ 1,000,000 | $ 4,300,000 |