Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 10, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SYSTEMAX INC | ||
Entity Central Index Key | 945,114 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 96,937,794 | ||
Entity Common Stock, Shares Outstanding | 36,944,036 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 149.7 | $ 215.1 |
Accounts receivable, net of allowances of $19.3 and $15.7 | 214.5 | 266.3 |
Inventories | 140.7 | 144.4 |
Prepaid expenses and other current assets | 6.3 | 14.5 |
Total current assets | 511.2 | 640.3 |
Property, plant and equipment, net | 29.5 | 38.3 |
Deferred income taxes | 4.5 | 8.6 |
Goodwill and intangibles | 17.3 | 18.8 |
Other assets | 3.6 | 4.1 |
Total assets | 566.1 | 710.1 |
Current liabilities: | ||
Accounts payable | 260.4 | 346.5 |
Accrued expenses and other current liabilities | 64.6 | 79.6 |
Total current liabilities | 325 | 426.1 |
Deferred income tax liability | 0.5 | 0.4 |
Other liabilities | 26.2 | 29.7 |
Total liabilities | 351.7 | 456.2 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock, par value $.01 per share, authorized 25 million shares; issued none | ||
Common stock, par value $.01 per share, authorized 150 million shares; issued 38,861,992 and 38,861,992 shares; outstanding 36,924,293 and 36,872,688 shares | 0.4 | 0.4 |
Additional paid-in capital | 185.5 | 184.4 |
Treasury stock at cost -1,937,699 and 1,989,304 shares | (23.9) | (24.5) |
Retained earnings | 73.1 | 109.4 |
Accumulated other comprehensive loss | (20.7) | (15.8) |
Total shareholders' equity | 214.4 | 253.9 |
Total liabilities and shareholders' equity | $ 566.1 | $ 710.1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Accounts receivable, allowances | $ 19.3 | $ 15.7 |
Shareholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 38,861,992 | 38,861,992 |
Common stock, shares outstanding (in shares) | 36,924,293 | 36,872,688 |
Treasury stock (in shares) | 1,937,699 | 1,989,304 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||
Net sales | $ 1,680.1 | $ 1,854.7 | $ 2,104.2 |
Cost of sales | 1,355.4 | 1,512 | 1,727 |
Gross profit | 324.7 | 342.7 | 377.2 |
Selling, general and administrative expenses | 314.7 | 338.9 | 375 |
Special charges, net | 5.9 | 27.9 | 15.9 |
Operating income (loss) from continuing operations | 4.1 | (24.1) | (13.7) |
Foreign currency exchange loss | 1.1 | 9.8 | 5.3 |
Interest and other income, net | 0.9 | 0.9 | 1.1 |
Income (loss) from continuing operations before income taxes | 2.1 | (34.8) | (20.1) |
Provision for income taxes | 10 | 13.5 | 11.9 |
Net loss from continuing operations | (7.9) | (48.3) | (32) |
Loss from discontinued operations, net of tax | (24.7) | (51.5) | (5.5) |
Net loss | $ (32.6) | $ (99.8) | $ (37.5) |
Basic and diluted EPS: | |||
Net loss per share from continuing operations (in dollars per share) | $ (0.21) | $ (1.30) | $ (0.86) |
Net loss per share from discontinued operations (in dollars per share) | (0.66) | (1.39) | (0.15) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.87) | $ (2.69) | $ (1.01) |
Weighted average common and common equivalent shares: | |||
Basic and diluted (in shares) | 37.2 | 37.1 | 37.1 |
Dividends declared and paid (in dollars per share) | $ 0.10 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | |||
Net loss | $ (32.6) | $ (99.8) | $ (37.5) |
Other comprehensive loss: | |||
Foreign currency translation loss | (4.9) | (6.9) | (11.1) |
Total comprehensive loss | $ (37.5) | $ (106.7) | $ (48.6) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Loss from continuing operations | $ (7.9) | $ (48.3) | $ (32) |
Adjustments to reconcile loss from continuing operations to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 7.9 | 9.3 | 11.5 |
Asset impairment and other non-cash benefit | 1.8 | 1.4 | 10.2 |
Provision for deferred income taxes | 4.4 | 5.5 | 0.7 |
Provision for returns and doubtful accounts | 4.6 | 7.9 | 8.9 |
Compensation expense related to equity compensation plans | 1.7 | 1.2 | 1.5 |
(Gain) loss on dispositions and abandonment | (4.2) | (0.1) | 0.1 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 35.6 | 70.7 | (54) |
Inventories | 0.5 | 153.5 | 23.9 |
Prepaid expenses and other current assets | 6.7 | 2.7 | (1) |
Income taxes payable (receivable) | 0.6 | (0.3) | 14.4 |
Accounts payable | (70.4) | (62.7) | 10.1 |
Accrued expenses and other current liabilities | (14.6) | (5.2) | 6.5 |
Net cash provided by (used in) operating activities from continuing operations | (33.3) | 135.6 | 0.8 |
Net cash provided by (used in) operating activities from discontinued operations | (24.1) | (49.1) | (0.9) |
Net cash provided by (used in) operating activities | (57.4) | 86.5 | (0.1) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property, plant and equipment | (3.3) | (11.3) | (7.1) |
Proceeds from disposals of property, plant and equipment | 0.6 | 1.4 | 1 |
Acquisitions net of cash acquired | 0 | (24.8) | (6.4) |
Net cash used in investing activities | (2.7) | (34.7) | (12.5) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Repayments of capital lease obligations | (0.4) | (2.8) | (2.6) |
Dividends paid | (3.7) | 0 | 0 |
Proceeds from issuance of common stock | 0 | 0 | 0.3 |
Repurchase of treasury stock | 0 | (0.2) | 0 |
Net cash used in financing activities | (4.1) | (3) | (2.3) |
EFFECTS OF EXCHANGE RATES ON CASH | (1.2) | 1.3 | (1.5) |
NET INCREASE (DECREASE) IN CASH | (65.4) | 50.1 | (16.4) |
CASH - BEGINNING OF YEAR | 215.1 | 165 | 181.4 |
CASH - END OF YEAR | 149.7 | 215.1 | 165 |
Supplemental disclosures: | |||
Interest paid | 0.7 | 0.7 | 1.1 |
Income taxes paid | 5.8 | 4.1 | 5.2 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Acquisitions of equipment through capital leases | $ 0 | $ 0 | $ 0.8 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY - USD ($) shares in Thousands, $ in Millions | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, At Cost [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Balances at Dec. 31, 2013 | $ 0.4 | $ 183.3 | $ (26.4) | $ 246.7 | $ 2.2 | $ 406.2 |
Balances (in shares) at Dec. 31, 2013 | 36,729 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 1.5 | 1.5 | ||||
Issuance of restricted stock | (0.3) | 0.6 | 0.3 | |||
Issuance of restricted stock (in shares) | 45 | |||||
Exercise of stock options | (0.1) | 0.4 | 0.3 | |||
Exercise of stock options (in shares) | 34 | |||||
Surrender of fully vested options | (0.1) | (0.1) | ||||
Change in cumulative translation adjustment | (11.1) | (11.1) | ||||
Net loss | (37.5) | (37.5) | ||||
Balances at Dec. 31, 2014 | $ 0.4 | 184.3 | (25.4) | 209.2 | (8.9) | 359.6 |
Balances (in shares) at Dec. 31, 2014 | 36,808 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 1.2 | 1.2 | ||||
Issuance of restricted stock | (1.1) | 1.1 | 0 | |||
Issuance of restricted stock (in shares) | 86 | |||||
Exercise of stock options | 0 | 0 | 0 | |||
Exercise of stock options (in shares) | 4 | |||||
Surrender of fully vested options | (0.2) | (0.2) | ||||
Surrender of fully vested options (in shares) | (25) | |||||
Change in cumulative translation adjustment | (6.9) | (6.9) | ||||
Net loss | (99.8) | (99.8) | ||||
Balances at Dec. 31, 2015 | $ 0.4 | 184.4 | (24.5) | 109.4 | (15.8) | 253.9 |
Balances (in shares) at Dec. 31, 2015 | 36,873 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 1.7 | 1.7 | ||||
Issuance of restricted stock | (0.6) | 0.6 | 0 | |||
Issuance of restricted stock (in shares) | 51 | |||||
Dividends paid | (3.7) | (3.7) | ||||
Change in cumulative translation adjustment | (4.9) | (4.9) | ||||
Net loss | (32.6) | (32.6) | ||||
Balances at Dec. 31, 2016 | $ 0.4 | $ 185.5 | $ (23.9) | $ 73.1 | $ (20.7) | $ 214.4 |
Balances (in shares) at Dec. 31, 2016 | 36,924 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Systemax Inc. is primarily a direct marketer of brand name and private label products. Since the December 2015 sale of the North American Technology Group (“NATG”) business, the Company has operated and is internally managed in two reportable segments - Industrial Products Group (“IPG”) and EMEA Technology Products Group (“EMEA”). Smaller business operations and corporate functions are aggregated and reported as an additional segment – Corporate and Other (“Corporate”). As previously disclosed in December 2015, the Company sold certain assets and liabilities of its NATG business and at that time began the wind-down of the remaining business. This wind-down is substantially complete although the Company has continued with collecting accounts receivable, settling accounts payable, marketing remaining leased facilities, as well as, settling remaining lease obligations and other contingencies during the current year. As disclosed in its Form 10-K for the fiscal year 2015, the Company announced a restructuring of its NATG business in March 2015. The NATG segment sold products categorized as Information and Communications Technology (“ICT”) and Consumer Electronics (“CE”) products. These products included computers, computer supplies and consumer electronics which were marketed in North America. The Company followed the guidance under 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, Principles of Consolidation Reclassifications Certain prior year amounts were reclassified to conform to current year presentation. Fiscal Year Use of Estimates In Financial Statements Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Significant estimates and assumptions by management affect the allowance for doubtful accounts, sales returns and allowances, inventory reserves, allowances for cooperative advertising, vendor drop shipments, the carrying value of long‑lived assets (including goodwill and intangible assets), the carrying value, capitalization and amortization of software development costs, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, sub-rental lease income, litigation and related legal accruals and the value attributed to employee stock options and other stock‑based awards. Foreign Currency Translation Cash Inventories Property, Plant and Equipment Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. Internal-Use Software Evaluation of Long-lived Assets In 2016, an impairment charge of approximately $1.7 million was recorded in the EMEA operations in the United Kingdom as a result of negative cash flows in the business. In 2015, as a result of negative cash flows in the discontinued NATG operations and the EMEA operations in Germany, Italy, Spain and Sweden, the Company conducted an evaluation of the long-lived assets in those operations and concluded that those assets were impaired. Accordingly an impairment charge of approximately $1.4 million was recorded during the year ended December 31, 2015. In 2014, NATG operations recorded an impairment charge of $10.0 million after the Company conducted an evaluation of its long-lived assets and determined that those assets were impaired. Business Combinations Goodwill and Intangible Assets In December 2016, the Company conducted an evaluation of the intangible assets in its EMEA and IPG segments and concluded that assets were impaired in the United Kingdom and Mexico operations and an impairment charge of approximately $0.3 million and $0.1 million, respectively, was recorded in the fourth quarter. Income Taxes — The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company recognizes and measures uncertain tax positions using a two‑step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a regular basis. Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as income tax expense in the consolidated statements of operations. Revenue Recognition and Accounts Receivable Shipping and Handling Costs Advertising Costs Net advertising expenses were $71.4 million, $74.4 million and $68.1 million during 2016, 2015 and 2014, respectively, and are included in the accompanying consolidated statements of operations. Of the previously mentioned amounts, NATG operations net advertising expenses totaled $1.5 million, $7.5 million and $10.7 million during 2016, 2015 and 2014, respectively. The Company utilizes advertising programs to support vendors, including catalogs, internet and magazine advertising, and receives payments and credits from vendors, including consideration pursuant to volume incentive programs and cooperative marketing programs. The Company accounts for consideration from vendors as a reduction of cost of sales unless certain conditions are met showing that the funds are used for specific, incremental, identifiable costs, in which case the consideration is accounted for as a reduction in the related expense category, such as advertising expense. The amount of vendor consideration recorded as a reduction of selling, general and administrative expenses totaled $6.4 million, $20.2 million and $38.8 million during 2016, 2015 and 2014, respectively. Of the previously mentioned amounts, NATG operations vendor consideration for 2016 was $0.9 million in costs due to vendor balance reconciliations. For 2015 and 2014, NATG operations vendor consideration was recorded as a reduction of selling, general and administrative expenses of $12.1 million and $24.9 million, respectively. Stock Based Compensation Net Income (Loss) Per Common Share Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti‑dilutive. The weighted average number of stock options and restricted stock awards outstanding excluded from the computation of diluted earnings (loss) per share was 1.3 million shares, 1.0 million shares and 0.8 million shares for the years ended December 31, 2016, 2015 and 2014, respectively, due to their antidilutive effect. Employee Benefit Plans - Fair Value Measurements The fair value of goodwill, non-amortizing intangibles and long lived assets is measured in connection with the Company’s annual impairment testing as discussed above. Significant Concentrations - The Company purchases substantially all of our products and components directly from manufacturers and large wholesale distributors. Two vendors accounted for 10% of more of our purchases in 2016: one vendor accounted for 15.2% and another vendor accounted for 13.8%. Two vendors accounted for 10% or more of our purchases in 2015 and 2014: one vendor accounted for 12.2% and 12.6%, respectively; another vendor accounted for 10.9% and 11.6%, respectively. Excluding NATG operations, no vendor accounted for 10% or more of our purchases in 2015 or 2014. Recent Accounting Pronouncements Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”). These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure. Below are the new authoritative pronouncements that management believes are relevant to Company’s current operations. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) The Company intends to adopt the new guidance on January 1, 2018, with a cumulative-effect adjustment to opening retained earnings under the modified retrospective approach. Currently, the Company recognizes revenue when title passes to customers. The Company’s implementation of this ASU includes the evaluation of its customer agreements to identify terms or conditions that could be considered a performance obligation such that, if material to the terms of the contract, consideration would be allocated to the performance obligation and could accelerate or defer the timing of recognizing revenue. The Company also continues to evaluate the presentation of its principal versus agent arrangements. The Company’s evaluation of the new guidance is not yet complete; however, based on the nature of the Company’s primary revenue sources and current policies, the Company does not expect a significant change in the timing and presentation of recognizing its revenue. In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Inventory - Simplifying the Measurement of Inventory In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern In February 2016, the FASB issued Leases (Topic 842) related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company starting in the first quarter of fiscal 2019. Early adoption is permitted. . In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2016 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | 2. ACQUISITIONS On January 30, 2015, IPG acquired all of the outstanding equity interests of the Plant Equipment Group (“PEG”) from TAKKT America, a business-to-business direct marketer of maintenance, repair and operations (“MRO”) products with operations in North America for approximately $25.9 million in cash. The following table summarizes the fair value of the assets acquired and liabilities assumed (in millions): Purchase price $ 25.9 Less: Cash 1.1 Accounts receivable 10.0 Inventory 11.8 Fixed assets 1.2 Prepaid expenses 0.6 Leases, net 0.8 Client lists 2.1 Trademarks 4.1 Accounts payable (7.5 ) Accrued expenses (3.7 ) Other liabilities (0.2 ) Goodwill $ 5.6 The amount allocated to goodwill reflects the benefits the Company expects to realize from the growth of the acquisition’s operations. For the twelve months ended December 31, 2015, PEG generated approximately $89.1 million in revenue and approximately $1.1 million of pretax income. In January 2016 PEG was fully integrated with the existing IPG segment. The Company’s unaudited pro forma revenue and net loss from continuing operations for the years ended December 31, 2015 and 2014 below have been prepared as if PEG had been purchased on January 1, 2014 (in millions). Unaudited Pro Forma 2015 2014 Revenue $ 1,861.5 $ 2,204.4 Net loss from continuing operations $ (48.3 ) $ (32.4 ) The unaudited pro forma financial information above is not necessarily indicative of what the Company’s consolidated results actually would have been if the acquisitions had been completed at the beginning of the respective periods. In addition, the unaudited pro forma information above does not attempt to project the Company’s future results. |
DISPOSITION
DISPOSITION | 12 Months Ended |
Dec. 31, 2016 | |
DISPOSITION [Abstract] | |
DISPOSITION | 3. DISPOSITIONS As previously stated, the NATG business has been discontinued and below is a reconciliation of pretax loss from discontinued operations to the net loss from discontinued operations. A reconciliation of pretax loss of Discontinued Operations to the Net Loss of Discontinued Operations is as follows: Year Ended December 31, 2016 2015 2014 Net sales $ 11.8 $ 1,053.4 $ 1,338.6 Cost of sales 13.1 997.1 1,222.6 Gross profit (loss) (1.3 ) 56.3 116.0 Selling, general and administrative expenses 14.0 109.9 119.7 Special charges, net 9.5 1.6 8.5 Operating loss from discontinued operations (24.8 ) (55.2 ) (12.2 ) Foreign currency exchange (gain) loss 0.2 (0.5 ) 0.1 Interest and other income, net (0.3 ) 0.1 0.2 Loss of discontinued operations before income taxes (24.7 ) (54.8 ) (12.5 ) Benefit for income tax - (3.3 ) (7.0 ) Net loss from discontinued operations (24.7 ) (51.5 ) (5.5 ) In September 2016 the Company sold the operating business of Misco Germany and in December 2016 the Company sold its rebate processing business. Both of these divestures were not considered a major strategic shift and the results of these businesses are reflected in continuing operations. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 12 Months Ended |
Dec. 31, 2016 | |
GOODWILL AND INTANGIBLES [Abstract] | |
GOODWILL AND INTANGIBLES | 4. GOODWILL AND INTANGIBLES Goodwill and indefinite-lived intangible assets The following table provides information related to the carrying value of goodwill (in millions): December 31, December 31, 2016 2015 Balance, January 1 $ 9.2 $ 3.9 Additions associated with acquisition - 5.6 Impairment (0.4 ) - Foreign currency translation - (0.3 ) Balance, December 31 $ 8.8 $ 9.2 The Company has one trademark of $0.7 million that is considered an indefinite-lived intangible. In 2016 $5.7 million of trademarks and domain names that were considered indefinite-lived intangibles in prior years are now considered definite lived based upon changes in circumstances. Definite-lived intangible assets: The following table summarizes information related to definite-lived intangible assets as of December 31, 2016 (in millions): December 31, 2016 Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Book Value Weighted avg useful life Client lists 5-10 yrs $ 5.5 $ 3.4 $ 2.1 7.6 Leases 3-6 yrs 0.8 0.3 0.5 4.1 Domain name 5 yrs 3.4 0.2 3.2 4.8 Trademark 5 yrs 2.5 0.5 2.0 4.0 Total $ 12.2 $ 4.4 $ 7.8 5.3 The following table summarizes information related to definite-lived intangible assets as of December 31, 2015 (in millions): December 31, 2015 Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Book Value Weighted avg useful life Client lists 5-10 yrs $ 5.5 $ 3.0 $ 2.5 8.3 Leases 3-6 yrs 0.8 0.1 0.7 4.7 Trademark 5 yrs 0.2 0.2 - - Total $ 6.5 $ 3.3 $ 3.2 7.3 The aggregate amortization expense for these intangibles was approximately $1.1 million in 2016. The estimated amortization for future years ending December 31 is as follows (in millions): 2017 $ 1.7 2018 1.6 2019 1.5 2020 and after 3.0 Total $ 7.8 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net consist of the following (in millions): December 31, 2016 2015 Land and buildings $ 14.9 $ 17.7 Furniture and fixtures, office, computer and other equipment and software 58.2 108.7 Leasehold improvements 18.4 21.8 91.5 148.2 Less accumulated depreciation and amortization 62.0 109.9 Property, plant and equipment, net $ 29.5 $ 38.3 Included in property, plant and equipment are assets under capital leases, as follows (in millions): 2016 2015 Office, computer and other equipment $ 6.0 $ 17.5 Less: Accumulated amortization 5.5 16.3 $ 0.5 $ 1.2 Depreciation charged to operations for property, plant and equipment including capital leases in 2016, 2015, and 2014 was $7.4 million, $11.1 million and $15.4 million, respectively. NATG operations accounted for $0.6 million, $3.1 million and $8.5 million, of these amounts in 2016, 2015 and 2014, respectively. |
CREDIT FACILITIES
CREDIT FACILITIES | 12 Months Ended |
Dec. 31, 2016 | |
CREDIT FACILITIES [Abstract] | |
CREDIT FACILITIES | 6. CREDIT FACILITIES The Company maintains a $75.0 million secured revolving credit agreement with one financial institution which has a five year term, maturing on October 28, 2021. The new credit agreement contains certain operating, financial and other covenants, including limits on annual levels of capital expenditures, availability tests related to payments of dividends and stock repurchases and fixed charge coverage tests related to acquisitions. The revolving credit agreement requires that a minimum level of availability be maintained. If such availability is not maintained, the Company will be required to maintain a fixed charge coverage ratio (as defined). The borrowings under the agreement are subject to borrowing base limitations of up to 85% of eligible accounts receivable and the inventory advance rate computed as the lesser of 60% or 85% of the net orderly liquidation value (“NOLV”). Borrowings are secured by substantially all of the borrower’s assets, including all accounts, accounts receivable, inventory and certain other assets, subject to limited exceptions, including the exclusion of certain foreign assets from the collateral. The interest rate under the amended and restated facility is computed at applicable market rates based on the London interbank offered rate (“LIBO”), the Federal Reserve Bank of New York (“NYFRB”) or the Prime Rate, plus an applicable margin. The applicable margin varies based on borrowing base availability. As of December 31, 2016, eligible collateral under the credit agreement was $64.4 million, total availability was $58.9 million, total outstanding letters of credit were $5.5 million and there were no outstanding borrowings. The Company was in compliance with all of the covenants of the credit agreement in place as of December 31, 2016. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in millions): December 31, 2016 2015 Payroll and employee benefits $ 24.4 $ 31.0 Advertising 6.7 7.6 Sales and VAT tax payable 6.2 5.1 Freight 3.4 5.6 Reorganization costs 7.6 6.3 Deferred revenue 4.2 5.4 Other 12.1 18.6 $ 64.6 $ 79.6 |
SPECIAL CHARGES, NET
SPECIAL CHARGES, NET | 12 Months Ended |
Dec. 31, 2016 | |
SPECIAL CHARGES, NET [Abstract] | |
SPECIAL CHARGES, NET | 8. SPECIAL CHARGES, NET In 2016 the Company incurred special charges of $15.4 million within the EMEA and NATG segments, of which $5.9 million is included in continuing operations and $9.5 million is included in discontinued operations. The Company’s EMEA segment incurred special charges of approximately $3.7 million, $2.0 million related to impairment charges related to goodwill and long-lived assets in its United Kingdom operations and $1.7 million related to the sale of certain assets of its German business, including customer relationships and the employees of its Misco Germany branch. The Germany operations charges incurred included approximately $1.0 million for lease termination costs (includes $0.3 million benefit related to previous rent accruals), $0.6 million for professional fees related to the sale and approximately $0.1 million for write off of inventory and fixed assets. The Company’s NATG segment incurred special charges for the year ended December 31, 2016 of approximately $11.7 million, of which $2.2 million is included in continuing operations and $9.5 million is included in discontinued operations. Charges incurred included approximately $10.9 million for lease terminations and other exit costs (includes $3.3 million benefit of previous rent accruals) for the closing of the two remaining retail stores, a distribution center and the NATG corporate headquarters in 2016, approximately $2.0 million of additional lease termination costs (includes $0.1 million benefit of previous rent accruals) of our previously exited retail stores (present value of contractual gross lease payments net of sublease rental income, or settlement amount), NATG also incurred approximately $1.3 million of professional costs, offset by approximately $1.3 million received as a partial payment $1.1 million benefit related to the settlement of vendor obligations, $0.5 million received from auction proceeds from the sale of fixed assets and approximately $0.4 million received when the buyer of NATG exercised its option to acquire the consumer customer lists and related information of the business. The following table details the associated liabilities related to the EMEA and former NATG segments special charges (in millions): EMEA - Workforce reductions and personnel costs EMEA – Lease liabilities and other costs NATG – Workforce reductions NATG – Lease liabilities and other exit costs Total Balance January 1, 2016 $ 0.3 $ - $ 2.7 $ 16.3 $ 19.3 Charged to expense - 1.9 0.2 16.9 19.0 Paid or otherwise settled (0.3 ) (0.7 ) (2.9 ) (13.9 ) (17.8 ) Balance December 31, 2016 $ - $ 1.2 $ - $ 19.3 $ 20.5 The following table details the associated liabilities incurred related to the Technology Products segments special charges (in millions) for 2015: EMEA- Workforce Reductions and Personnel Costs NATG- Workforce NATG- Other Exit Costs Total Balance, January 1, 2015 $ 4.7 $ - $ - $ 4.7 Charged to expense 0.4 5.5 33.0 38.9 Paid or otherwise settled (4.8 ) (2.8 ) (16.7 ) (24.3 ) Balance, December 31, 2015 $ 0.3 $ 2.7 $ 16.3 $ 19.3 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
SHAREHOLDERS' EQUITY [Abstract] | |
SHAREHOLDERS' EQUITY | 9. SHAREHOLDERS’ EQUITY Stock-Based Compensation Plans The Company currently has three equity compensation plans which reserve shares of common stock for issuance to key employees, directors, consultants and advisors to the Company. The following is a description of these plans: The 1999 Long-term Stock Incentive Plan, as amended (“1999 Plan”) The 2006 Stock Incentive Plan For Non-Employee Directors - The 2010 Long-term Stock Incentive Plan (“2010 Plan”) 7,500,000 Shares issued under our share-based compensation plans are usually issued from shares of our common stock held in the treasury. Compensation cost related to non-qualified stock options recognized in operating results (selling, general and administrative expense) for 2016, 2015 and 2014 was $0.8 million, $0.2 million, and $0.7 million respectively, and of these amounts NATG segment’s compensation cost related to non-qualified stock options was de minimis in 2016, 2015 and 2014. The related future income tax benefits recognized for 2016, 2015 and 2014 were $0.3 million, $0.1 million and $0.2 million, respectively. Stock Options The following table presents the weighted-average assumptions used to estimate the fair value of options granted in 2016, 2015 and 2014: 2016 2015 2014 Expected annual dividend yield 0 % 0 % 0 % Risk-free interest rate 1.64 % 1.73 % 2.02 % Expected volatility 44.4 % 40.2 % 46.9 % Expected life in years 7.1 6.3 6.2 The following table summarizes information concerning outstanding and exercisable options: Weighted Average 2016 2015 2014 Shares Weighted Avg. Exercise Price Shares Weighted Avg. Exercise Price Shares Weighted Avg. Exercise Price Outstanding at beginning of year 954,625 $ 15.98 1,127,250 $ 16.12 1,175,499 $ 16.11 Granted 670,000 $ 8.43 25,000 $ 10.62 90,000 $ 13.56 Exercised - $ - (4,000 ) $ 6.30 (33,749 ) $ 9.78 Cancelled or expired (214,375 ) $ 14.86 (193,625 ) $ 16.29 (104,500 ) $ 15.83 Outstanding at end of year 1,410,250 $ 12.57 954,625 $ 15.98 1,127,250 $ 16.12 Options exercisable at year end 750,250 832,125 839,500 Weighted average fair value per option granted during the year $ 3.94 $ 4.44 $ 6.46 The total intrinsic value of options exercised was de minimis in 2016 and 2015 and $0.2 million for 2014. The following table summarizes information about options vested and exercisable or nonvested that are expected to vest (nonvested outstanding less expected forfeitures) at December 31, 2016: Range of Exercise Prices Number Exercisable Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in millions) $ 5.00 to $ 10.00 573,362 $ 8.54 9.23 $ 0.2 $ 10.01 to $ 15.00 357,750 $ 13.04 3.17 - $ 15.01 to $ 20.00 290,000 $ 18.63 3.74 - $ 20.01 to $ 20.15 100,000 $ 20.15 .05 - $ 5.00 to $ 20.15 1,321,112 $ 12.85 5.69 $ 0.2 The aggregate intrinsic value in the tables above represents the total pretax intrinsic value (the difference between the closing stock price on the last day of trading in 2016 and the exercise price) that would have been received by the option holders had all options been exercised on December 31, 2016. This value will change based on the fair market value of the Company’s common stock. The following table reflects the activity for all unvested stock options during 2016: Shares Weighted Average Grant- Date Fair Value Unvested at January 1, 2016 122,500 $ 7.40 Granted 670,000 $ 3.94 Vested (75,000 ) $ 8.40 Forfeited (57,500 ) $ 4.43 Unvested at December 31, 2016 660,000 $ 4.02 At December 31, 2016, there was approximately $1.9 million of unrecognized compensation costs related to unvested stock options, which is expected to be recognized over a weighted average period of 3.37 years. The total fair value of stock options vested during 2016, 2015 and 2015 was $0.6 million, $1.1 million and $1.2 million, respectively. Restricted Stock and Restricted Stock Units In August 2010, the Company granted 175,000 RSUs under the 2010 Plan to a key employee who is also a Company director. These RSUs have none of the rights as other shares of common stock, other than rights to cash dividends, until common stock is distributed. This RSU award was a non-performance award which vests in ten equal annual installments of 17,500 units beginning May 15, 2011 and each May 15, thereafter. Compensation expense related to this RSU award was approximately $0.1 million in 2016 and approximately $0.2 million during each of 2015 and 2014. In November 2011, the Company granted 100,000 RSUs under the 2010 Plan to a key employee who is also a Company director. This RSU award was a non-performance award which vests in ten equal annual installments of 10,000 units beginning November 14, 2012 and each November 14 thereafter. Compensation expense related to this RSU award was approximately $0.1 million in 2016 and approximately $0.2 million during each of 2015 and 2014. In January 2012 and March 2012, the Company granted 50,000 RSUs under the 2010 Plan to each of two key employees. These RSU awards were non-performance awards which vest in ten equal annual installments of 10,000 units beginning January 3, 2013 and March 1, 2013, respectively, and each January 3 and March 1, thereafter. The termination without cause of one of these key employees during 2015 caused the accelerated vesting of the remaining 35,000 shares in accordance with the restricted stock agreement with the Company. Compensation expense related to the remaining RSU award was approximately $0.1 million in 2016, and combined compensation expense was approximately $0.4 million and $0.3 million during each of 2015 and 2014. In July 2015, the Company granted 23,620 RSUs under the 2010 Plan to, at that time, a key employee. This RSU award was a non-performance award which was to vest in four equal annual installments of 5,905 units beginning July 6, 2015 and each July 6 thereafter. This key employee was terminated in the third quarter of 2016 and this award was forfeited. Compensation expense related to this RSU award was de minimis in 2016. In February 2016, the Company granted 75,000 RSUs under the 2010 Plan to certain key employees, one of whom is also a Company director. The RSU awards were non-performance awards which vest in three annual installments beginning February 1, 2017. Compensation expense related to these RSU awards was $0.5 million during 2016. Share-based compensation expense for restricted stock issued to Directors was $0.1 million in each of 2016, 2015 and 2014. All of the above share-based compensation expense is recognized in selling, general and administrative expense in 2016, 2015 and 2014. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 10. INCOME TAXES The components of income (loss) from continuing operations before income taxes are as follows (in millions): Year Ended December 31, 2016 2015 2014 United States $ 15.9 $ (14.5 ) $ 1.9 Foreign (13.8 ) (20.3 ) (22.0 ) Total $ 2.1 $ (34.8 ) $ (20.1 ) The (benefit) provision for income taxes from continuing operations consists of the following (in millions): Year Ended December 31, 2016 2015 2014 Current: Federal $ - $ 3.1 $ 7.6 State 1.2 0.6 0.4 Foreign 4.4 4.3 3.2 Total current 5.6 8.0 11.2 Deferred: Federal 0.1 0.1 - State 1.1 - (0.3 ) Foreign 3.2 5.4 1.0 Total deferred 4.4 5.5 0.7 TOTAL $ 10.0 $ 13.5 $ 11.9 Tax benefit from discontinued operations was $0.0 million, $(3.3) million and $(7.0) million for the years ended December 31, 2016, 2015 and 2014, respectively. Income taxes are accrued and paid by each foreign entity in accordance with applicable local regulations. A reconciliation of the difference between the income tax expense and the computed income tax expense based on the Federal statutory corporate rate is as follows (in millions): Year Ended December 31 2016 2015 2014 Income tax at Federal statutory rate $ 0.7 (35.0 )% $ (12.2 ) (35.0 )% $ (7.1 ) (35.0 )% Foreign taxes at rates different from the U.S. rate 5.2 (247.6 ) 7.7 22.2 5.2 25.9 State and local income taxes, net of federal tax benefit (0.6 ) 28.6 (1.4 ) (3.9 ) 1.6 8.2 Impact of state rate changes 1.4 (66.7 ) 0.7 1.9 - - Changes in valuation allowances 2.8 (133.3 ) 18.8 54.2 12.4 61.5 Change in deferred tax liability - - - - - - Non-deductible items 0.4 (19.0 ) 0.1 0.2 - - Other items, net 0.1 (4.8 ) (0.2 ) (0.8 ) (0.2 ) (1.1 ) Income tax $ 10.0 (477.8 )% $ 13.5 38.8 % $ 11.9 59.5 % The deferred tax assets and liabilities are comprised of the following (in millions): December 31, 2016 2015 Assets: Accrued expenses and other liabilities $ 12.2 $ 12.4 Inventory 1.5 5.6 Depreciation 0.6 0.8 Intangible & other 13.5 13.0 Net operating loss and credit carryforwards 66.4 57.4 Valuation allowances (89.7 ) (80.6 ) Total non-current deferred tax assets 4.5 8.6 Liabilities : Non-current: Other $ 0.5 $ 0.4 Total non-current liabilities $ 0.5 $ 0.4 During the current year the Company recorded valuation allowances against deferred tax assets of approximately $9.1 million. These valuation allowances were recorded against U.S. federal deferred tax assets of approximately $4.5 million, foreign deferred tax assets of $5.6 million and state deferred tax asset valuation allowances of approximately $(1.0) million. These valuation allowances were recorded primarily as a result of the Company’s belief that the deferred assets are not likely to be realized due to recent losses. The Company has not provided for federal income taxes applicable to the undistributed earnings of its foreign subsidiaries of approximately $36.4 million as of December 31, 2016, since these earnings are considered indefinitely reinvested. The Company has gross foreign net operating loss carryforwards of $133.0 million which expire through 2032 and gross U.S. federal net operating loss carry forwards of $72.4 million which expire through 2036. The Company records these benefits as assets to the extent that utilization of such assets is more likely than not; otherwise, a valuation allowance has been recorded. The Company has also provided valuation allowances for certain state deferred tax assets and net operating loss carryforwards where it is not likely they will be realized. As of December 31, 2016, the Company has approximately $1.6 million in federal tax credit carryforwards expiring in years through 2026 and various amounts of state and foreign net operating loss carryforwards expiring through 2036. The Company has recorded valuation allowances of approximately $89.7 million, including valuations against the federal and state deductibility of temporary differences including net operating losses of $48.1 million and $8.8 million respectively, foreign tax credits of $1.6 million and tax effected temporary differences and net operating loss carryforwards in foreign jurisdictions of $31.2 million. The Company is routinely audited by federal, state and foreign tax authorities with respect to its income taxes. The Company regularly reviews and evaluates the likelihood of audit assessments. The Company’s federal income tax returns have been audited through 2013. The Company has not signed any consent to extend the statute of limitations for any subsequent years. The Company’s significant state tax returns have been audited through 2009. The Company considers its significant tax jurisdictions in foreign locations to be the United Kingdom, Canada, France, Hungary, Italy and the Netherlands. The Company remains subject to examination in the United Kingdom for years after 2013, in Canada for years after 2013, in France for years after 2012, in Italy for years after 2012 and in the Netherlands for years after 2008. In accordance with the guidance for accounting for uncertainty in income taxes the Company recognizes the tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefit of an uncertain tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount that is greater than 50% likely to be realized upon settlement with the tax authority. To the extent we prevail in matters for which accruals have been established or are required to pay amounts in excess of accruals, our effective tax rate in a given financial statement period could be affected. As of December 31, 2016 the Company had no uncertain tax positions. Interest and penalties, if any, are recorded in income tax expense. There were no accrued interests or penalty charges related to unrecognized tax benefits recorded in income tax expense in 2016, 2015 or 2014. |
COMMITMENTS, CONTINGENCIES AND
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS | 12 Months Ended |
Dec. 31, 2016 | |
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS [Abstract] | |
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS | 11. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS Leases At December 31, 2016, the future minimum annual lease payments for capital leases and related and third-party operating leases were as follows (in millions): Capital Leases Operating Leases Total 2017 0.1 $ 23.0 $ 23.1 2018 0.1 21.1 21.2 2019 - 20.0 20.0 2020 - 16.6 16.6 2021 - 12.2 12.2 2022-2026 - 44.2 44.2 2027-2031 - 19.8 19.8 Thereafter - 1.8 1.8 Total minimum lease payments 0.2 158.7 158.9 Less: sublease rental income - 10.9 10.9 Lease obligation net of subleases 0.2 $ 147.8 148.0 Less: amount representing interest 0.0 Present value of minimum capital lease payments (including current portion of $0.2) $ 0.2 Annual rent expense aggregated approximately $17.7 million, $26.4 million and $31.5 million in 2016, 2015 and 2014, respectively. Included in rent expense was $0.9 million in 2016, $1.0 million in 2015, $0.9 million in 2014, to related parties. Rent expense is net of sublease income of $0.4 million for 2016, $0.1 million for 2015, and $0.0 million for 2014, respectively. NATG operations annual rent expense totaled approximately $1.3 million, $10.7 million and $18.3 million for 2016, 2015 and 2014, respectively. The operating lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. The Company recognizes rent expense on a straight‑line basis over the lease period and has accrued for rent expense incurred but not paid. Deferred rent represents the difference between actual operating lease payments due and straight‑line rent expense. The excess is recorded as a deferred rent liability in the early periods of the lease, when cash payments are generally lower than straight‑line rent expense, and are reduced in the later periods of the lease when payments begin to exceed the straight‑line expense. The Company also accounts for leasehold improvement incentives within its deferred rent liability. Other Matters The Company and its subsidiaries are from time to time involved in various lawsuits, claims, investigations and proceedings which may include commercial, employment, customer, personal injury and health and safety law matters, as well as VAT tax disputes in European jurisdictions, and which are handled and defended in the ordinary course of business. In addition, the Company is from time to time subjected to various assertions, claims, proceedings and requests for damages and/or indemnification concerning intellectual property matters, including patent infringement suits involving technologies that are incorporated in a broad spectrum of products the Company sells or that are incorporated in the Company’s e-commerce sales channels. The Company is also audited by (or has initiated voluntary disclosure agreements with) numerous governmental agencies in various countries, including U.S. Federal and state authorities, concerning potential income tax, sales tax and unclaimed property liabilities. These matters are in various stages of investigation, negotiation and/or litigation. The Company is also being audited by an entity representing 43 states seeking recovery of “unclaimed property”. The Company is complying with the unclaimed property audit and is providing requested information. The Company intends to vigorously defend these matters and believes it has strong defenses. Although the Company does not expect, based on currently available information, that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial position or results of operations, the ultimate outcome is inherently unpredictable. Therefore, judgments could be rendered or settlements entered, that could adversely affect the Company’s operating results or cash flows in a particular period. The Company regularly assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable and estimable. In this regard, the Company establishes accrual estimates for its various lawsuits, claims, investigations and proceedings when it is probable that an asset has been impaired or a liability incurred at the date of the financial statements and the loss can be reasonably estimated. At December 31, 2016 the Company has established accruals for certain of its various lawsuits, claims, investigations and proceedings based upon estimates of the most likely outcome in a range of loss or the minimum amounts in a range of loss if no amount within a range is a more likely estimate. The Company does not believe that at December 31, 2016 any reasonably possible losses in excess of the amounts accrued would be material to the financial statements. Following the previously reported independent investigation of Gilbert Fiorentino and Carl Fiorentino by our Audit Committee in 2011 (in response to a whistleblower report) for a variety of improper acts, the subsequent termination of their employment and the entering into by Gilbert Fiorentino of a settlement agreement with the Securities and Exchange Commission, on November 20, 2014 the United States Attorney’s Office (“USAO”) for the Southern District of Florida announced that Gilbert Fiorentino and Carl Fiorentino had been charged with mail fraud, wire fraud and money laundering in connection with a scheme to defraud the Company. Specifically, the charges set forth a scheme to obtain kickbacks and other benefits, and to conceal this illicit income from the IRS, all while Gilbert Fiorentino and Carl Fiorentino were employed as senior executives at the Company’s NATG business. On December 2, 2014, the United States Attorney’s Office announced that Gilbert Fiorentino and Carl Fiorentino had pled guilty to various charges, and on March 3, 2015, Gilbert Fiorentino and Carl Fiorentino were sentenced to sixty and eighty months’ imprisonment, respectively. The Company's Audit Committee, with the assistance of independent outside counsel, cooperated with a request by the USAO that it assist the USAO’s investigation into allegations arising from the Fiorentino investigation regarding possible executive officer conflicts of interest and internal controls and books and records violations. The Company’s Audit Committee, along with the Audit Committee’s independent outside counsel, conducted an investigation of the allegations and its counsel presented the Audit Committee’s findings to the USAO in July 2015. The Company was advised that the Audit Committee investigation found no evidence of executive officer conflicts of interest, and no material evidence of internal controls violations or books and records violations. The Audit Committee considers its investigation to be closed at this time and the Company has been advised there has been no further contact from the USAO. Notwithstanding, it is not possible at this time to predict if or when the USAO will conclude its investigation; what subject(s) will be investigated; what actions, if any, may be taken by the government as a result of its investigation; or whether any of these matters will have a material adverse impact on the Company |
SEGMENT AND RELATED INFORMATION
SEGMENT AND RELATED INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
SEGMENT AND RELATED INFORMATION [Abstract] | |
SEGMENT AND RELATED INFORMATION | 12. SEGMENT AND RELATED INFORMATION Since the December 2015 sale of the NATG business, the Company has operated and is internally managed in two reportable business segments— Industrial Products Group (“IPG”) and EMEA Technology Products Group (“EMEA”). Smaller business operations and corporate functions are aggregated and reported as the additional segment - Corporate and Other “Corporate”. On September 2, 2016 the Company sold certain assets of its Misco Germany operations which had been reported as part of its EMEA segment. As this disposition was not a strategic shift with a major impact as defined under ASU 2014-08 , prior and current year results of the German operations are presented within continuing operations in the Consolidated Financial Statements. For the year ended December 31, 2016, net sales of Misco Germany included in continuing operations were $33.9 million and the net loss, including approximately $3.7 million of intercompany charges, was $6.4 million. The Company recorded charges related to this transaction of approximately $1.7 million. At December 31, 2016, the Company sold all of its issued and outstanding membership interests of its rebate processing business which had been reported as part of its Corporate segment. As this disposition was not a strategic shift with a major impact as defined under ASU 2014-08, prior and current year results of the rebate processing business are presented within continuing operations in the consolidated financial statements. The Company’s chief operating decision-maker is the Company’s Chief Executive Officer (“CEO”). The CEO, in his role as Chief Operating Decision Maker (“CODM”), evaluates segment performance based on operating income (loss) from continuing operations. The CODM reviews assets and makes significant capital expenditure decisions for the Company on a consolidated basis only. The accounting policies of the segments are the same as those of the Company. Corporate costs not identified with the disclosed segments are grouped as “Corporate and other expenses.” Financial information relating to the Company’s continuing operations by reportable segment was as follows (in millions): Year Ended December 31, 2016 2015 2014 Net Sales: IPG $ 715.6 $ 698.6 $ 556.0 EMEA 960.9 1,052.9 1,189.9 NATG - 97.8 352.4 Corporate and other 3.6 5.4 5.9 Consolidated $ 1,680.1 $ 1,854.7 $ 2,104.2 Depreciation and Amortization Expense: IPG $ 3.6 $ 3.8 $ 2.1 EMEA 3.4 3.9 4.0 NATG - 0.6 4.1 Corporate and other 0.9 1.0 1.3 Consolidated $ 7.9 $ 9.3 $ 11.5 Operating Income (Loss): IPG $ 34.3 $ 43.7 $ 41.0 EMEA (12.5 ) (10.8 ) (21.2 ) NATG (2.8 ) (38.2 ) (17.9 ) Corporate and other expenses (14.9 ) (18.8 ) (15.6 ) Consolidated $ 4.1 $ (24.1 ) $ (13.7 ) Total Assets IPG $ 201.5 $ 175.3 $ 135.5 EMEA 274.6 238.3 313.3 NATG 6.9 26.6 187.6 Corporate and other 83.1 269.9 260.5 Consolidated $ 566.1 $ 710.1 $ 896.9 Financial information relating to the Company’s operations by geographic area was as follows (in millions): Year Ended December 31, 2016 2015 2014 Net Sales: United States $ 692.3 $ 676.8 $ 723.2 France 417.2 382.6 383.2 United Kingdom 241.8 335.7 471.9 Other Europe 301.9 334.5 334.8 Other North America 26.9 125.1 191.1 Consolidated $ 1,680.1 $ 1,854.7 $ 2,104.2 Long-lived Assets: United States $ 15.4 $ 18.1 $ 17.1 United Kingdom 10.4 15.6 17.5 France 1.0 1.1 0.8 Other Europe and Asia 2.7 3.5 5.5 Other North America - - 0.3 Consolidated $ 29.5 $ 38.3 $ 41.2 Net sales are attributed to countries based on location of selling subsidiary. |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2016 | |
QUARTERLY FINANCIAL DATA (UNAUDITED) [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | 13. QUARTERLY FINANCIAL DATA (UNAUDITED) Quarterly financial data, excluding discontinued operations, is as follows (in millions, except for per share amounts): First Quarter Second Quarter Third Quarter Fourth Quarter 2016: Net sales $ 429.8 $ 420.8 $ 414.8 $ 414.7 Gross profit $ 83.4 $ 81.5 $ 78.1 $ 81.7 Net loss $ (1.1 ) $ (2.0 ) $ (5.5 ) $ 0.7 Net loss per common share: Basic $ (0.03 ) $ (0.05 ) $ (0.15 ) $ 0.02 Diluted $ (0.03 ) $ (0.05 ) $ (0.15 ) $ 0.02 2015: Net sales $ 512.1 $ 454.1 $ 423.2 $ 465.3 Gross profit $ 86.5 $ 87.0 $ 82.3 $ 86.9 Net (loss) income $ (18.6 ) $ (19.9 ) $ 1.8 $ (11.6 ) Net (loss) income per common share: Basic $ (0.50 ) $ (0.54 ) $ 0.05 $ (0.31 ) Diluted $ (0.50 ) $ (0.54 ) $ 0.05 $ (0.31 ) |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2016 | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS For the years ended December: (in millions) Description Balance at Beginning of Period Charged to Expenses Write-offs Other Balance at End of Period Allowance for doubtful accounts 2016 $ 9.8 $ 4.6 $ (3.1 ) $ - $ 11.3 (1) 2015 $ 6.5 $ 7.9 $ (4.8 ) $ 0.2 $ 9.8 2014 $ 5.8 $ 8.9 $ (8.3 ) $ 0.1 $ 6.5 Allowance for sales returns 2016 $ 5.9 $ 2.4 $ - $ (5.9 ) (2) $ 2.4 2015 $ 9.3 $ 5.9 $ - $ (9.3 ) (2) $ 5.9 2014 $ 10.9 $ 9.3 $ - $ (10.9 ) (2) $ 9.3 Allowance for inventory returns 2016 $ (4.9 ) $ (1.6 ) $ - $ 4.9 (2) $ (1.6 ) 2015 $ (7.8 ) $ (4.9 ) $ - $ 7.8 (2) $ (4.9 ) 2014 $ (9.2 ) $ (7.8 ) $ - $ 9.2 (2) $ (7.8 ) Allowance for deferred tax assets 2016 Noncurrent $ 80.6 $ 9.4 $ (1.9 ) $ 1.6 $ 89.7 2015 Noncurrent $ 48.8 $ 35.8 $ - $ (4.0 ) $ 80.6 2014 Noncurrent $ 39.7 $ 9.1 $ - $ - $ 48.8 (1) Excludes approximately $5.6 million of reserves related to notes receivable and tax refund receivables. (2) Amounts represent gross revenue and cost reversals to the estimated sales returns and allowances accounts. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Reclassification | Reclassifications Certain prior year amounts were reclassified to conform to current year presentation. |
Fiscal Year | Fiscal Year |
Use of Estimates In Financial Statements | Use of Estimates In Financial Statements Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Significant estimates and assumptions by management affect the allowance for doubtful accounts, sales returns and allowances, inventory reserves, allowances for cooperative advertising, vendor drop shipments, the carrying value of long‑lived assets (including goodwill and intangible assets), the carrying value, capitalization and amortization of software development costs, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, sub-rental lease income, litigation and related legal accruals and the value attributed to employee stock options and other stock‑based awards. |
Foreign Currency Translation | Foreign Currency Translation |
Cash | Cash |
Inventories | Inventories |
Property, Plant and Equipment | Property, Plant and Equipment Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. |
Internal-Use Software | Internal-Use Software |
Evaluation of Long-lived Assets | Evaluation of Long-lived Assets In 2016, an impairment charge of approximately $1.7 million was recorded in the EMEA operations in the United Kingdom as a result of negative cash flows in the business. In 2015, as a result of negative cash flows in the discontinued NATG operations and the EMEA operations in Germany, Italy, Spain and Sweden, the Company conducted an evaluation of the long-lived assets in those operations and concluded that those assets were impaired. Accordingly an impairment charge of approximately $1.4 million was recorded during the year ended December 31, 2015. In 2014, NATG operations recorded an impairment charge of $10.0 million after the Company conducted an evaluation of its long-lived assets and determined that those assets were impaired. |
Business Combinations | Business Combinations |
Goodwill and Intangible Assets | Goodwill and Intangible Assets In December 2016, the Company conducted an evaluation of the intangible assets in its EMEA and IPG segments and concluded that assets were impaired in the United Kingdom and Mexico operations and an impairment charge of approximately $0.3 million and $0.1 million, respectively, was recorded in the fourth quarter. |
Income Taxes | Income Taxes — The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company recognizes and measures uncertain tax positions using a two‑step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a regular basis. Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as income tax expense in the consolidated statements of operations. |
Revenue Recognition and Accounts Receivable | Revenue Recognition and Accounts Receivable |
Shipping and Handling Costs | Shipping and Handling Costs |
Advertising Costs | Advertising Costs Net advertising expenses were $71.4 million, $74.4 million and $68.1 million during 2016, 2015 and 2014, respectively, and are included in the accompanying consolidated statements of operations. Of the previously mentioned amounts, NATG operations net advertising expenses totaled $1.5 million, $7.5 million and $10.7 million during 2016, 2015 and 2014, respectively. The Company utilizes advertising programs to support vendors, including catalogs, internet and magazine advertising, and receives payments and credits from vendors, including consideration pursuant to volume incentive programs and cooperative marketing programs. The Company accounts for consideration from vendors as a reduction of cost of sales unless certain conditions are met showing that the funds are used for specific, incremental, identifiable costs, in which case the consideration is accounted for as a reduction in the related expense category, such as advertising expense. The amount of vendor consideration recorded as a reduction of selling, general and administrative expenses totaled $6.4 million, $20.2 million and $38.8 million during 2016, 2015 and 2014, respectively. Of the previously mentioned amounts, NATG operations vendor consideration for 2016 was $0.9 million in costs due to vendor balance reconciliations. For 2015 and 2014, NATG operations vendor consideration was recorded as a reduction of selling, general and administrative expenses of $12.1 million and $24.9 million, respectively. |
Stock Based Compensation | Stock Based Compensation |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti‑dilutive. The weighted average number of stock options and restricted stock awards outstanding excluded from the computation of diluted earnings (loss) per share was 1.3 million shares, 1.0 million shares and 0.8 million shares for the years ended December 31, 2016, 2015 and 2014, respectively, due to their antidilutive effect. |
Employee Benefit Plans | Employee Benefit Plans - |
Fair Value Measurements | Fair Value Measurements The fair value of goodwill, non-amortizing intangibles and long lived assets is measured in connection with the Company’s annual impairment testing as discussed above. |
Significant Concentrations | Significant Concentrations - The Company purchases substantially all of our products and components directly from manufacturers and large wholesale distributors. Two vendors accounted for 10% of more of our purchases in 2016: one vendor accounted for 15.2% and another vendor accounted for 13.8%. Two vendors accounted for 10% or more of our purchases in 2015 and 2014: one vendor accounted for 12.2% and 12.6%, respectively; another vendor accounted for 10.9% and 11.6%, respectively. Excluding NATG operations, no vendor accounted for 10% or more of our purchases in 2015 or 2014. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”). These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure. Below are the new authoritative pronouncements that management believes are relevant to Company’s current operations. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) The Company intends to adopt the new guidance on January 1, 2018, with a cumulative-effect adjustment to opening retained earnings under the modified retrospective approach. Currently, the Company recognizes revenue when title passes to customers. The Company’s implementation of this ASU includes the evaluation of its customer agreements to identify terms or conditions that could be considered a performance obligation such that, if material to the terms of the contract, consideration would be allocated to the performance obligation and could accelerate or defer the timing of recognizing revenue. The Company also continues to evaluate the presentation of its principal versus agent arrangements. The Company’s evaluation of the new guidance is not yet complete; however, based on the nature of the Company’s primary revenue sources and current policies, the Company does not expect a significant change in the timing and presentation of recognizing its revenue. In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Inventory - Simplifying the Measurement of Inventory In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern In February 2016, the FASB issued Leases (Topic 842) related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company starting in the first quarter of fiscal 2019. Early adoption is permitted. . In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
ACQUISITIONS [Abstract] | |
Schedule of Purchase Price Allocation | The following table summarizes the fair value of the assets acquired and liabilities assumed (in millions): Purchase price $ 25.9 Less: Cash 1.1 Accounts receivable 10.0 Inventory 11.8 Fixed assets 1.2 Prepaid expenses 0.6 Leases, net 0.8 Client lists 2.1 Trademarks 4.1 Accounts payable (7.5 ) Accrued expenses (3.7 ) Other liabilities (0.2 ) Goodwill $ 5.6 |
Pro forma Financial Information | The Company’s unaudited pro forma revenue and net loss from continuing operations for the years ended December 31, 2015 and 2014 below have been prepared as if PEG had been purchased on January 1, 2014 (in millions). Unaudited Pro Forma 2015 2014 Revenue $ 1,861.5 $ 2,204.4 Net loss from continuing operations $ (48.3 ) $ (32.4 ) |
DISPOSITION (Tables)
DISPOSITION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
DISPOSITION [Abstract] | |
Reconciliation of Pretax Loss of Discontinued Operations to Loss of Discontinued Operations | A reconciliation of pretax loss of Discontinued Operations to the Net Loss of Discontinued Operations is as follows: Year Ended December 31, 2016 2015 2014 Net sales $ 11.8 $ 1,053.4 $ 1,338.6 Cost of sales 13.1 997.1 1,222.6 Gross profit (loss) (1.3 ) 56.3 116.0 Selling, general and administrative expenses 14.0 109.9 119.7 Special charges, net 9.5 1.6 8.5 Operating loss from discontinued operations (24.8 ) (55.2 ) (12.2 ) Foreign currency exchange (gain) loss 0.2 (0.5 ) 0.1 Interest and other income, net (0.3 ) 0.1 0.2 Loss of discontinued operations before income taxes (24.7 ) (54.8 ) (12.5 ) Benefit for income tax - (3.3 ) (7.0 ) Net loss from discontinued operations (24.7 ) (51.5 ) (5.5 ) |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
GOODWILL AND INTANGIBLES [Abstract] | |
Schedule of Carrying Value of Goodwill | The following table provides information related to the carrying value of goodwill (in millions): December 31, December 31, 2016 2015 Balance, January 1 $ 9.2 $ 3.9 Additions associated with acquisition - 5.6 Impairment (0.4 ) - Foreign currency translation - (0.3 ) Balance, December 31 $ 8.8 $ 9.2 |
Schedule of Definite-Lived Intangible Assets | The following table summarizes information related to definite-lived intangible assets as of December 31, 2016 (in millions): December 31, 2016 Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Book Value Weighted avg useful life Client lists 5-10 yrs $ 5.5 $ 3.4 $ 2.1 7.6 Leases 3-6 yrs 0.8 0.3 0.5 4.1 Domain name 5 yrs 3.4 0.2 3.2 4.8 Trademark 5 yrs 2.5 0.5 2.0 4.0 Total $ 12.2 $ 4.4 $ 7.8 5.3 The following table summarizes information related to definite-lived intangible assets as of December 31, 2015 (in millions): December 31, 2015 Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Book Value Weighted avg useful life Client lists 5-10 yrs $ 5.5 $ 3.0 $ 2.5 8.3 Leases 3-6 yrs 0.8 0.1 0.7 4.7 Trademark 5 yrs 0.2 0.2 - - Total $ 6.5 $ 3.3 $ 3.2 7.3 |
Schedule of Aggregate Amortization Expense for Intangibles | The aggregate amortization expense for these intangibles was approximately $1.1 million in 2016. The estimated amortization for future years ending December 31 is as follows (in millions): 2017 $ 1.7 2018 1.6 2019 1.5 2020 and after 3.0 Total $ 7.8 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
Property, Plant and Equipment, Net | Property, plant and equipment, net consist of the following (in millions): December 31, 2016 2015 Land and buildings $ 14.9 $ 17.7 Furniture and fixtures, office, computer and other equipment and software 58.2 108.7 Leasehold improvements 18.4 21.8 91.5 148.2 Less accumulated depreciation and amortization 62.0 109.9 Property, plant and equipment, net $ 29.5 $ 38.3 |
Property, Plant and Equipment, Assets Under Capital Leases | Included in property, plant and equipment are assets under capital leases, as follows (in millions): 2016 2015 Office, computer and other equipment $ 6.0 $ 17.5 Less: Accumulated amortization 5.5 16.3 $ 0.5 $ 1.2 |
ACCRUED EXPENSES AND OTHER CU27
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in millions): December 31, 2016 2015 Payroll and employee benefits $ 24.4 $ 31.0 Advertising 6.7 7.6 Sales and VAT tax payable 6.2 5.1 Freight 3.4 5.6 Reorganization costs 7.6 6.3 Deferred revenue 4.2 5.4 Other 12.1 18.6 $ 64.6 $ 79.6 |
SPECIAL CHARGES, NET (Tables)
SPECIAL CHARGES, NET (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
SPECIAL CHARGES, NET [Abstract] | |
Special Charge Liabilities | The following table details the associated liabilities related to the EMEA and former NATG segments special charges (in millions): EMEA - Workforce reductions and personnel costs EMEA – Lease liabilities and other costs NATG – Workforce reductions NATG – Lease liabilities and other exit costs Total Balance January 1, 2016 $ 0.3 $ - $ 2.7 $ 16.3 $ 19.3 Charged to expense - 1.9 0.2 16.9 19.0 Paid or otherwise settled (0.3 ) (0.7 ) (2.9 ) (13.9 ) (17.8 ) Balance December 31, 2016 $ - $ 1.2 $ - $ 19.3 $ 20.5 The following table details the associated liabilities incurred related to the Technology Products segments special charges (in millions) for 2015: EMEA- Workforce Reductions and Personnel Costs NATG- Workforce NATG- Other Exit Costs Total Balance, January 1, 2015 $ 4.7 $ - $ - $ 4.7 Charged to expense 0.4 5.5 33.0 38.9 Paid or otherwise settled (4.8 ) (2.8 ) (16.7 ) (24.3 ) Balance, December 31, 2015 $ 0.3 $ 2.7 $ 16.3 $ 19.3 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
SHAREHOLDERS' EQUITY [Abstract] | |
Schedule of Weighted-Average Assumptions Used To Estimate the Fair Value of Options Granted | The following table presents the weighted-average assumptions used to estimate the fair value of options granted in 2016, 2015 and 2014: 2016 2015 2014 Expected annual dividend yield 0 % 0 % 0 % Risk-free interest rate 1.64 % 1.73 % 2.02 % Expected volatility 44.4 % 40.2 % 46.9 % Expected life in years 7.1 6.3 6.2 |
Schedule of Outstanding and Exercisable Options | The following table summarizes information concerning outstanding and exercisable options: Weighted Average 2016 2015 2014 Shares Weighted Avg. Exercise Price Shares Weighted Avg. Exercise Price Shares Weighted Avg. Exercise Price Outstanding at beginning of year 954,625 $ 15.98 1,127,250 $ 16.12 1,175,499 $ 16.11 Granted 670,000 $ 8.43 25,000 $ 10.62 90,000 $ 13.56 Exercised - $ - (4,000 ) $ 6.30 (33,749 ) $ 9.78 Cancelled or expired (214,375 ) $ 14.86 (193,625 ) $ 16.29 (104,500 ) $ 15.83 Outstanding at end of year 1,410,250 $ 12.57 954,625 $ 15.98 1,127,250 $ 16.12 Options exercisable at year end 750,250 832,125 839,500 Weighted average fair value per option granted during the year $ 3.94 $ 4.44 $ 6.46 |
Schedule of Options Vested and Exercisable or Nonvested, Expected to Vest (Nonvested Outstanding Less Expected Forfeitures) | The following table summarizes information about options vested and exercisable or nonvested that are expected to vest (nonvested outstanding less expected forfeitures) at December 31, 2016: Range of Exercise Prices Number Exercisable Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in millions) $ 5.00 to $ 10.00 573,362 $ 8.54 9.23 $ 0.2 $ 10.01 to $ 15.00 357,750 $ 13.04 3.17 - $ 15.01 to $ 20.00 290,000 $ 18.63 3.74 - $ 20.01 to $ 20.15 100,000 $ 20.15 .05 - $ 5.00 to $ 20.15 1,321,112 $ 12.85 5.69 $ 0.2 |
Schedule of Unvested Stock Options | The following table reflects the activity for all unvested stock options during 2016: Shares Weighted Average Grant- Date Fair Value Unvested at January 1, 2016 122,500 $ 7.40 Granted 670,000 $ 3.94 Vested (75,000 ) $ 8.40 Forfeited (57,500 ) $ 4.43 Unvested at December 31, 2016 660,000 $ 4.02 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
INCOME TAXES [Abstract] | |
Components of Income (Loss) before Income Taxes | The components of income (loss) from continuing operations before income taxes are as follows (in millions): Year Ended December 31, 2016 2015 2014 United States $ 15.9 $ (14.5 ) $ 1.9 Foreign (13.8 ) (20.3 ) (22.0 ) Total $ 2.1 $ (34.8 ) $ (20.1 ) |
Schedule of (Benefit) Provision for Income Taxes | The (benefit) provision for income taxes from continuing operations consists of the following (in millions): Year Ended December 31, 2016 2015 2014 Current: Federal $ - $ 3.1 $ 7.6 State 1.2 0.6 0.4 Foreign 4.4 4.3 3.2 Total current 5.6 8.0 11.2 Deferred: Federal 0.1 0.1 - State 1.1 - (0.3 ) Foreign 3.2 5.4 1.0 Total deferred 4.4 5.5 0.7 TOTAL $ 10.0 $ 13.5 $ 11.9 |
Reconciliation of Difference between Income Tax Expense and Computed Income Tax Expense Based on Federal Statutory Corporate Rate | A reconciliation of the difference between the income tax expense and the computed income tax expense based on the Federal statutory corporate rate is as follows (in millions): Year Ended December 31 2016 2015 2014 Income tax at Federal statutory rate $ 0.7 (35.0 )% $ (12.2 ) (35.0 )% $ (7.1 ) (35.0 )% Foreign taxes at rates different from the U.S. rate 5.2 (247.6 ) 7.7 22.2 5.2 25.9 State and local income taxes, net of federal tax benefit (0.6 ) 28.6 (1.4 ) (3.9 ) 1.6 8.2 Impact of state rate changes 1.4 (66.7 ) 0.7 1.9 - - Changes in valuation allowances 2.8 (133.3 ) 18.8 54.2 12.4 61.5 Change in deferred tax liability - - - - - - Non-deductible items 0.4 (19.0 ) 0.1 0.2 - - Other items, net 0.1 (4.8 ) (0.2 ) (0.8 ) (0.2 ) (1.1 ) Income tax $ 10.0 (477.8 )% $ 13.5 38.8 % $ 11.9 59.5 % |
Schedule of Deferred Tax Assets and Liabilities | The deferred tax assets and liabilities are comprised of the following (in millions): December 31, 2016 2015 Assets: Accrued expenses and other liabilities $ 12.2 $ 12.4 Inventory 1.5 5.6 Depreciation 0.6 0.8 Intangible & other 13.5 13.0 Net operating loss and credit carryforwards 66.4 57.4 Valuation allowances (89.7 ) (80.6 ) Total non-current deferred tax assets 4.5 8.6 Liabilities : Non-current: Other $ 0.5 $ 0.4 Total non-current liabilities $ 0.5 $ 0.4 |
COMMITMENTS, CONTINGENCIES AN31
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS [Abstract] | |
Future Minimum Annual Lease Payments for Capital Leases and Related and Third-Party Operating Leases | At December 31, 2016, the future minimum annual lease payments for capital leases and related and third-party operating leases were as follows (in millions): Capital Leases Operating Leases Total 2017 0.1 $ 23.0 $ 23.1 2018 0.1 21.1 21.2 2019 - 20.0 20.0 2020 - 16.6 16.6 2021 - 12.2 12.2 2022-2026 - 44.2 44.2 2027-2031 - 19.8 19.8 Thereafter - 1.8 1.8 Total minimum lease payments 0.2 158.7 158.9 Less: sublease rental income - 10.9 10.9 Lease obligation net of subleases 0.2 $ 147.8 148.0 Less: amount representing interest 0.0 Present value of minimum capital lease payments (including current portion of $0.2) $ 0.2 |
SEGMENT AND RELATED INFORMATI32
SEGMENT AND RELATED INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
SEGMENT AND RELATED INFORMATION [Abstract] | |
Financial Information by Reportable Segment | Financial information relating to the Company’s continuing operations by reportable segment was as follows (in millions): Year Ended December 31, 2016 2015 2014 Net Sales: IPG $ 715.6 $ 698.6 $ 556.0 EMEA 960.9 1,052.9 1,189.9 NATG - 97.8 352.4 Corporate and other 3.6 5.4 5.9 Consolidated $ 1,680.1 $ 1,854.7 $ 2,104.2 Depreciation and Amortization Expense: IPG $ 3.6 $ 3.8 $ 2.1 EMEA 3.4 3.9 4.0 NATG - 0.6 4.1 Corporate and other 0.9 1.0 1.3 Consolidated $ 7.9 $ 9.3 $ 11.5 Operating Income (Loss): IPG $ 34.3 $ 43.7 $ 41.0 EMEA (12.5 ) (10.8 ) (21.2 ) NATG (2.8 ) (38.2 ) (17.9 ) Corporate and other expenses (14.9 ) (18.8 ) (15.6 ) Consolidated $ 4.1 $ (24.1 ) $ (13.7 ) Total Assets IPG $ 201.5 $ 175.3 $ 135.5 EMEA 274.6 238.3 313.3 NATG 6.9 26.6 187.6 Corporate and other 83.1 269.9 260.5 Consolidated $ 566.1 $ 710.1 $ 896.9 |
Financial Information by Geographic Area | Financial information relating to the Company’s operations by geographic area was as follows (in millions): Year Ended December 31, 2016 2015 2014 Net Sales: United States $ 692.3 $ 676.8 $ 723.2 France 417.2 382.6 383.2 United Kingdom 241.8 335.7 471.9 Other Europe 301.9 334.5 334.8 Other North America 26.9 125.1 191.1 Consolidated $ 1,680.1 $ 1,854.7 $ 2,104.2 Long-lived Assets: United States $ 15.4 $ 18.1 $ 17.1 United Kingdom 10.4 15.6 17.5 France 1.0 1.1 0.8 Other Europe and Asia 2.7 3.5 5.5 Other North America - - 0.3 Consolidated $ 29.5 $ 38.3 $ 41.2 |
QUARTERLY FINANCIAL DATA (UNA33
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
QUARTERLY FINANCIAL DATA (UNAUDITED) [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly financial data, excluding discontinued operations, is as follows (in millions, except for per share amounts): First Quarter Second Quarter Third Quarter Fourth Quarter 2016: Net sales $ 429.8 $ 420.8 $ 414.8 $ 414.7 Gross profit $ 83.4 $ 81.5 $ 78.1 $ 81.7 Net loss $ (1.1 ) $ (2.0 ) $ (5.5 ) $ 0.7 Net loss per common share: Basic $ (0.03 ) $ (0.05 ) $ (0.15 ) $ 0.02 Diluted $ (0.03 ) $ (0.05 ) $ (0.15 ) $ 0.02 2015: Net sales $ 512.1 $ 454.1 $ 423.2 $ 465.3 Gross profit $ 86.5 $ 87.0 $ 82.3 $ 86.9 Net (loss) income $ (18.6 ) $ (19.9 ) $ 1.8 $ (11.6 ) Net (loss) income per common share: Basic $ (0.50 ) $ (0.54 ) $ 0.05 $ (0.31 ) Diluted $ (0.50 ) $ (0.54 ) $ 0.05 $ (0.31 ) |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($)SegmentStoreVendorshares | Dec. 31, 2015USD ($)Vendorshares | Dec. 31, 2014USD ($)Vendorshares | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||
Number of reportable segments | Segment | 2 | |||
Evaluation of Long-lived Assets [Abstract] | ||||
Impairment charge on long-lived assets | $ 1.4 | |||
Advertising Costs [Abstract] | ||||
Advertising expense | $ 71.4 | 74.4 | $ 68.1 | |
Vendor consideration | $ (6.4) | $ (20.2) | $ (38.8) | |
Net Income (Loss) Per Common Share [Abstract] | ||||
Stock options and Restricted stock awards securities excluded from computation of earnings (loss) per share (in shares) | shares | 1.3 | 1 | 0.8 | |
Employee Benefit Plans [Abstract] | ||||
Minimum annual contribution per employee | 1.00% | |||
Aggregate expense in contributions plans | $ 0.4 | $ 0.9 | $ 0.9 | |
Fair Value Measurement [Abstract] | ||||
Weighted average interest rate on short-term borrowings | 4.70% | 4.70% | 4.30% | 4.30% |
Minimum [Member] | ||||
Advertising Costs [Abstract] | ||||
Amortization period | 1 month | |||
Maximum [Member] | ||||
Advertising Costs [Abstract] | ||||
Amortization period | 4 months | |||
NATG [Member] | ||||
Evaluation of Long-lived Assets [Abstract] | ||||
Impairment charge on long-lived assets | $ 10 | |||
Advertising Costs [Abstract] | ||||
Advertising expense | $ 1.5 | $ 7.5 | 10.7 | |
Vendor consideration | 0.9 | (12.1) | (24.9) | |
Employee Benefit Plans [Abstract] | ||||
Aggregate expense in contributions plans | 0 | $ 0.4 | $ 0.5 | |
EMEA [Member] | ||||
Evaluation of Long-lived Assets [Abstract] | ||||
Impairment charge on long-lived assets | $ 1.7 | |||
Goodwill and Intangible Assets [Abstract] | ||||
Impairment charge on intangible assets | $ 0.3 | |||
IPG [Member] | ||||
Goodwill and Intangible Assets [Abstract] | ||||
Impairment charge on intangible assets | $ 0.1 | |||
Furniture, Fixtures and Equipment [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 3 years | |||
Furniture, Fixtures and Equipment [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 10 years | |||
Buildings [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 30 years | |||
Buildings [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 50 years | |||
Internal-Use Software [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 3 years | |||
NATG [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of remaining stores | Store | 3 | |||
Supplier Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Number of vendors | Vendor | 2 | 2 | 2 | |
Supplier Concentration Risk [Member] | Vendor One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 15.20% | 12.20% | 12.60% | |
Supplier Concentration Risk [Member] | Vendor Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 13.80% | 10.90% | 11.60% |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Millions | Jan. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 |
Less [Abstract] | ||||
Goodwill | $ 9.2 | $ 3.9 | $ 8.8 | |
Plant Equipment Group [Member] | ||||
Business acquisition, purchase price allocation [Abstract] | ||||
Purchase price | $ 25.9 | |||
Less [Abstract] | ||||
Cash | 1.1 | |||
Accounts receivable | 10 | |||
Inventory | 11.8 | |||
Fixed assets | 1.2 | |||
Prepaid expenses | 0.6 | |||
Accounts payable | (7.5) | |||
Accrued expenses | (3.7) | |||
Other liabilities | (0.2) | |||
Goodwill | 5.6 | |||
Revenues | 89.1 | |||
Pretax income | 1.1 | |||
Business acquisition, pro forma information [Abstract] | ||||
Revenue | 1,861.5 | 2,204.4 | ||
Net loss from continuing operations | $ (48.3) | $ (32.4) | ||
Plant Equipment Group [Member] | Selling, General and Administrative Expenses [Member] | ||||
Business acquisition, pro forma information [Abstract] | ||||
Acquisition transaction costs | 0.4 | |||
Plant Equipment Group [Member] | Leases, Net [Member] | ||||
Less [Abstract] | ||||
Intangible assets | 0.8 | |||
Plant Equipment Group [Member] | Client Lists [Member] | ||||
Less [Abstract] | ||||
Intangible assets | 2.1 | |||
Plant Equipment Group [Member] | Trademark [Member] | ||||
Less [Abstract] | ||||
Intangible assets | $ 4.1 |
DISPOSITION (Details)
DISPOSITION (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Pretax Profit (Loss) of Discontinued Operations to After-Tax Profit or Loss of Discontinued Operations [Abstract] | |||
Net loss from discontinued operations | $ (24.7) | $ (51.5) | $ (5.5) |
NATG [Member] | |||
Reconciliation of Pretax Profit (Loss) of Discontinued Operations to After-Tax Profit or Loss of Discontinued Operations [Abstract] | |||
Net sales | 11.8 | 1,053.4 | 1,338.6 |
Cost of sales | 13.1 | 997.1 | 1,222.6 |
Gross profit (loss) | (1.3) | 56.3 | 116 |
Selling, general & administrative expenses | 14 | 109.9 | 119.7 |
Special charges | 9.5 | 1.6 | 8.5 |
Operating loss from discontinued operations | (24.8) | (55.2) | (12.2) |
Foreign currency exchange (gain) loss | 0.2 | (0.5) | 0.1 |
Interest and other income, net | (0.3) | 0.1 | 0.2 |
Loss from discontinued operations before income taxes | (24.7) | (54.8) | (12.5) |
Benefit for income tax | 0 | (3.3) | (7) |
Net loss from discontinued operations | $ (24.7) | $ (51.5) | $ (5.5) |
GOODWILL AND INTANGIBLES (Detai
GOODWILL AND INTANGIBLES (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2016USD ($)Trademark | Dec. 31, 2015USD ($) | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 9.2 | $ 3.9 |
Additions associated with acquisition | 0 | 5.6 |
Impairment | (0.4) | 0 |
Foreign currency translation | 0 | (0.3) |
Balance at end of period | $ 8.8 | 9.2 |
Number of trademarks considered an indefinite-lived intangible | Trademark | 1 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 12.2 | 6.5 |
Accumulated Amortization | 4.4 | 3.3 |
Total | $ 7.8 | $ 3.2 |
Weighted Average Useful Life | 5 years 3 months 18 days | 7 years 3 months 18 days |
Amortization expense | $ 1.1 | |
Aggregate amortization expense for intangibles [Abstract] | ||
2,017 | 1.7 | |
2,018 | 1.6 | |
2,019 | 1.5 | |
2020 and after | 3 | |
Total | 7.8 | $ 3.2 |
Trademark [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible | 0.7 | |
Client Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5.5 | 5.5 |
Accumulated Amortization | 3.4 | 3 |
Total | $ 2.1 | $ 2.5 |
Weighted Average Useful Life | 7 years 7 months 6 days | 8 years 3 months 18 days |
Aggregate amortization expense for intangibles [Abstract] | ||
Total | $ 2.1 | $ 2.5 |
Client Lists [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | 5 years |
Client Lists [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 10 years | 10 years |
Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 0.8 | $ 0.8 |
Accumulated Amortization | 0.3 | 0.1 |
Total | $ 0.5 | $ 0.7 |
Weighted Average Useful Life | 4 years 1 month 6 days | 4 years 8 months 12 days |
Aggregate amortization expense for intangibles [Abstract] | ||
Total | $ 0.5 | $ 0.7 |
Leases [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 3 years | 3 years |
Leases [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 6 years | 6 years |
Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | |
Gross Carrying Amount | $ 3.4 | |
Accumulated Amortization | 0.2 | |
Total | $ 3.2 | |
Weighted Average Useful Life | 4 years 9 months 18 days | |
Aggregate amortization expense for intangibles [Abstract] | ||
Total | $ 3.2 | |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | 5 years |
Gross Carrying Amount | $ 2.5 | $ 0.2 |
Accumulated Amortization | 0.5 | 0.2 |
Total | $ 2 | $ 0 |
Weighted Average Useful Life | 4 years | 0 years |
Aggregate amortization expense for intangibles [Abstract] | ||
Total | $ 2 | $ 0 |
Trademarks and Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 5.7 | |
Aggregate amortization expense for intangibles [Abstract] | ||
Total | $ 5.7 |
PROPERTY, PLANT AND EQUIPMENT38
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, plant and equipment, net [Abstract] | |||
Property, plant and equipment, Gross | $ 91.5 | $ 148.2 | |
Less accumulated depreciation and amortization | 62 | 109.9 | |
Property, plant and equipment, net | 29.5 | 38.3 | |
Assets under capital leases, included in property, plant and equipment [Abstract] | |||
Office, computer and other equipment | 6 | 17.5 | |
Less: Accumulated amortization | 5.5 | 16.3 | |
Property, plant and equipment, assets under capital leases, net | 0.5 | 1.2 | |
Depreciation | 7.4 | 11.1 | $ 15.4 |
NATG [Member] | |||
Assets under capital leases, included in property, plant and equipment [Abstract] | |||
Depreciation | 0.6 | 3.1 | $ 8.5 |
Land and Buildings [Member] | |||
Property, plant and equipment, net [Abstract] | |||
Property, plant and equipment, Gross | 14.9 | 17.7 | |
Furniture and Fixtures, Office, Computer and Other Equipment and Software [Member] | |||
Property, plant and equipment, net [Abstract] | |||
Property, plant and equipment, Gross | 58.2 | 108.7 | |
Leasehold Improvements [Member] | |||
Property, plant and equipment, net [Abstract] | |||
Property, plant and equipment, Gross | $ 18.4 | $ 21.8 |
CREDIT FACILITIES (Details)
CREDIT FACILITIES (Details) - Secured Revolving Credit Facility [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Line of Credit Facility [Line Items] | |
Secured revolving credit agreement, maximum borrowing capacity | $ 75 |
Term of credit facility | 5 years |
Credit facility maturity date | Oct. 28, 2021 |
Percentage of inventory advance rate computed | 60.00% |
Percentage of inventory advance rate of net orderly liquidation value | 85.00% |
Eligible collateral under the credit facility | $ 64.4 |
Availability under line of credit | 58.9 |
Total outstanding letters of credit | 5.5 |
Outstanding borrowings | $ 0 |
Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Percentage of eligible accounts receivable for borrowings | 85.00% |
ACCRUED EXPENSES AND OTHER CU40
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | ||
Payroll and employee benefits | $ 24.4 | $ 31 |
Advertising | 6.7 | 7.6 |
Sales and VAT tax payable | 6.2 | 5.1 |
Freight | 3.4 | 5.6 |
Reorganization costs | 7.6 | 6.3 |
Deferred revenue | 4.2 | 5.4 |
Other | 12.1 | 18.6 |
Accrued expenses and other current liabilities | $ 64.6 | $ 79.6 |
SPECIAL CHARGES, NET (Details)
SPECIAL CHARGES, NET (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)Store | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | $ 5.9 | $ 27.9 | $ 15.9 | |
Proceeds from the sale of fixed assets | (0.6) | (1.4) | (1) | |
NATG and EMEA Technology Products Group [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance beginning of period | 19.3 | 4.7 | ||
Charged to expense | 19 | 38.9 | ||
Paid or otherwise settled | (17.8) | (24.3) | ||
Balance end of period | 20.5 | 19.3 | 4.7 | |
Special charges | 15.4 | |||
NATG and EMEA Technology Products Group [Member] | Continuing Operations [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 5.9 | |||
NATG and EMEA Technology Products Group [Member] | Discontinued Operations [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 9.5 | |||
EMEA Technology Products Group [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 3.7 | |||
EMEA Technology Products Group [Member] | United Kingdom [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 2 | |||
EMEA Technology Products Group [Member] | Germany [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 1.7 | |||
Lease termination costs | 1 | |||
Benefit related to rent accruals | (0.3) | |||
Charges related to write off of inventory and fixed assets | 0.1 | |||
NATG [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 11.7 | |||
Lease termination costs | 10.9 | |||
Benefit related to rent accruals | $ (3.3) | |||
Number of retail stores closed | Store | 2 | |||
Proceeds from partial restitution settlement | $ (1.3) | $ (1.3) | ||
Settlement of vendor obligations | (1.1) | |||
Proceeds from the sale of fixed assets | (0.5) | |||
NATG [Member] | Minimum [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additional wind down costs | 1 | |||
NATG [Member] | Maximum [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additional wind down costs | 5 | |||
NATG [Member] | Continuing Operations [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 2.2 | |||
NATG [Member] | Discontinued Operations [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 9.5 | |||
NATG [Member] | Consumer Customer Lists [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cash received for consumer customer list | (0.4) | |||
Workforce Reductions and Personnel Costs [Member] | EMEA Technology Products Group [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance beginning of period | 0.3 | 4.7 | ||
Charged to expense | 0 | 0.4 | ||
Paid or otherwise settled | (0.3) | (4.8) | ||
Balance end of period | 0 | 0.3 | 4.7 | |
Lease Liabilities and Other Costs [Member] | EMEA Technology Products Group [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance beginning of period | 0 | |||
Charged to expense | 1.9 | |||
Paid or otherwise settled | (0.7) | |||
Balance end of period | 1.2 | 0 | ||
Workforce Reductions [Member] | NATG [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance beginning of period | 2.7 | 0 | ||
Charged to expense | 0.2 | 5.5 | ||
Paid or otherwise settled | (2.9) | (2.8) | ||
Balance end of period | 0 | 2.7 | 0 | |
Lease Liabilities and Other Exit Costs [Member] | NATG [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance beginning of period | 16.3 | 0 | ||
Charged to expense | 16.9 | 33 | ||
Paid or otherwise settled | (13.9) | (16.7) | ||
Balance end of period | 19.3 | $ 16.3 | $ 0 | |
Professional Costs [Member] | EMEA Technology Products Group [Member] | Germany [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 0.6 | |||
Professional Costs [Member] | NATG [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 1.3 | |||
Consulting Expenses [Member] | NATG [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 0.6 | |||
Severance [Member] | NATG [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 0.2 | |||
Additional Lease Termination Costs of Previously Exited Retail Stores [Member] | NATG [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Special charges | 2 | |||
Benefit related to rent accruals | $ (0.1) |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 29, 2016Installmentshares | Jul. 31, 2015Installmentshares | Nov. 30, 2011Installmentshares | Aug. 31, 2010Installmentshares | Mar. 31, 2012Installmentshares | Dec. 31, 2016USD ($)Plan$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of compensation plans | Plan | 3 | |||||||
Share based compensation cost | $ | $ 1.7 | $ 1.2 | $ 1.5 | |||||
Stock Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation cost | $ | 0.8 | 0.2 | 0.7 | |||||
Share based compensation cost, future income tax benefits | $ | $ 0.3 | $ 0.1 | $ 0.2 | |||||
Weighted-average assumptions used to estimate the fair value of options granted [Abstract] | ||||||||
Expected annual dividend yield | 0.00% | 0.00% | 0.00% | |||||
Risk-free interest rate | 1.64% | 1.73% | 2.02% | |||||
Expected volatility | 44.40% | 40.20% | 46.90% | |||||
Expected life in years | 7 years 1 month 6 days | 6 years 3 months 18 days | 6 years 2 months 12 days | |||||
Outstanding and exercisable options, Weighted Average Shares [Roll Forward] | ||||||||
Outstanding at beginning of year (in shares) | 954,625 | 1,127,250 | 1,175,499 | |||||
Granted (in shares) | 670,000 | 25,000 | 90,000 | |||||
Exercised (in shares) | 0 | (4,000) | (33,749) | |||||
Cancelled or expired (in shares) | (214,375) | (193,625) | (104,500) | |||||
Outstanding at end of year (in shares) | 1,410,250 | 954,625 | 1,127,250 | |||||
Options exercisable at year end (in shares) | 750,250 | 832,125 | 839,500 | |||||
Weighted average fair value per option granted during the year (in dollars per share) | $ / shares | $ 3.94 | $ 4.44 | $ 6.46 | |||||
Outstanding and exercisable options, Weighted Average Exercise Price [Roll Forward] | ||||||||
Outstanding at beginning of year (in dollars per share) | $ / shares | 15.98 | 16.12 | 16.11 | |||||
Granted (in dollars per share) | $ / shares | 8.43 | 10.62 | 13.56 | |||||
Exercised (in dollars per share) | $ / shares | 0 | 6.30 | 9.78 | |||||
Cancelled or expired (in dollars per share) | $ / shares | 14.86 | 16.29 | 15.83 | |||||
Outstanding at end of year (in dollars per share) | $ / shares | $ 12.57 | $ 15.98 | $ 16.12 | |||||
Weighted average grant date fair value [Roll Forward] | ||||||||
Total intrinsic value of options exercised | $ | $ 0.2 | |||||||
Unrecognized compensation costs | $ | $ 1.9 | |||||||
Weighted average period of recognition | 3 years 4 months 13 days | |||||||
Total fair value of stock options vested | $ | $ 0.6 | $ 1.1 | 1.2 | |||||
Restricted Stock Units [Member] | Selling, General and Administrative Expenses [Member] | Key Employee [Member] | Granted November 2011 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation cost | $ | 0.1 | 0.2 | 0.2 | |||||
Restricted Stock Units [Member] | Selling, General and Administrative Expenses [Member] | Key Employee [Member] | Grant February 2016 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation cost | $ | 0.5 | |||||||
Restricted Stock Units [Member] | Selling, General and Administrative Expenses [Member] | Two Key Employees [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation cost | $ | 0.1 | 0.4 | 0.3 | |||||
Restricted Stock Units [Member] | Selling, General and Administrative Expenses [Member] | Director [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation cost | $ | $ 0.1 | $ 0.1 | 0.1 | |||||
Unvested Stock Options [Member] | ||||||||
Activity for all unvested options [Roll Forward] | ||||||||
Unvested at beginning of the year (in shares) | 122,500 | |||||||
Granted (in shares) | 670,000 | |||||||
Vested (in shares) | (75,000) | |||||||
Forfeited (in shares) | (57,500) | |||||||
Unvested at end of the year (in shares) | 660,000 | 122,500 | ||||||
Weighted average grant date fair value [Roll Forward] | ||||||||
Unvested at the beginning of the year (in dollars per share) | $ / shares | $ 7.40 | |||||||
Granted (in dollars per share) | $ / shares | 3.94 | |||||||
Vested (in dollars per share) | $ / shares | 8.40 | |||||||
Forfeited (in dollars per share) | $ / shares | 4.43 | |||||||
Unvested at the end of the year (in dollars per share) | $ / shares | $ 4.02 | $ 7.40 | ||||||
1995 Stock Option Plan for Non-Employee Directors [Member] | Stock Options [Member] | ||||||||
Outstanding and exercisable options, Weighted Average Shares [Roll Forward] | ||||||||
Outstanding at end of year (in shares) | 0 | |||||||
1999 Long-term Stock Incentive Plan, as amended [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized for issuance (in shares) | 7,500,000 | |||||||
Number of shares granted per employee in total, maximum (in shares) | 3,000,000 | |||||||
1999 Long-term Stock Incentive Plan, as amended [Member] | Stock Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted per employee in total, maximum (in shares) | 1,500,000 | |||||||
Outstanding and exercisable options, Weighted Average Shares [Roll Forward] | ||||||||
Outstanding at end of year (in shares) | 381,500 | |||||||
2006 Stock Incentive Plan For Non-Employee Directors [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized for issuance (in shares) | 200,000 | |||||||
2006 Stock Incentive Plan For Non-Employee Directors [Member] | Stock Options [Member] | ||||||||
Outstanding and exercisable options, Weighted Average Shares [Roll Forward] | ||||||||
Outstanding at end of year (in shares) | 5,000 | |||||||
2010 Long-term Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized for issuance (in shares) | 7,500,000 | |||||||
2010 Long-term Stock Incentive Plan [Member] | Stock Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted per employee in total, maximum (in shares) | 1,500,000 | |||||||
Outstanding and exercisable options, Weighted Average Shares [Roll Forward] | ||||||||
Outstanding at end of year (in shares) | 1,023,750 | |||||||
2010 Long-term Stock Incentive Plan [Member] | Restricted Stock Units [Member] | ||||||||
Outstanding and exercisable restricted stock, Weighted Average Shares [Roll Forward] | ||||||||
Outstanding at end of year (in shares) | 250,000 | |||||||
2010 Long-term Stock Incentive Plan [Member] | Restricted Stock Units [Member] | Key Employee [Member] | ||||||||
Activity for all unvested options [Roll Forward] | ||||||||
Granted (in shares) | 75,000 | 23,620 | 100,000 | |||||
Restricted Stock and Restricted Stock Units [Abstract] | ||||||||
Number of vesting installments | Installment | 3 | 4 | 10 | |||||
Number of units vesting annually (in shares) | 5,905 | 10,000 | ||||||
2010 Long-term Stock Incentive Plan [Member] | Restricted Stock Units [Member] | Key Employee [Member] | Granted August 2010 [Member] | ||||||||
Activity for all unvested options [Roll Forward] | ||||||||
Granted (in shares) | 175,000 | |||||||
Restricted Stock and Restricted Stock Units [Abstract] | ||||||||
Number of vesting installments | Installment | 10 | |||||||
Number of units vesting annually (in shares) | 17,500 | |||||||
2010 Long-term Stock Incentive Plan [Member] | Restricted Stock Units [Member] | Two Key Employees [Member] | ||||||||
Activity for all unvested options [Roll Forward] | ||||||||
Granted (in shares) | 50,000 | |||||||
Vested (in shares) | (35,000) | |||||||
Restricted Stock and Restricted Stock Units [Abstract] | ||||||||
Number of vesting installments | Installment | 10 | |||||||
Number of units vesting annually (in shares) | 10,000 | |||||||
2010 Long-term Stock Incentive Plan [Member] | Restricted Stock Units [Member] | Selling, General and Administrative Expenses [Member] | Key Employee [Member] | Granted August 2010 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation cost | $ | $ 0.1 | $ 0.2 | $ 0.2 | |||||
5.00 to 10.00 [Member] | ||||||||
Options vested and exercisable or nonvested that are expected to vest (nonvested outstanding less expected forfeitures) [Abstract] | ||||||||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | $ / shares | $ 5 | |||||||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ / shares | $ 10 | |||||||
Number Exercisable (in shares) | 573,362 | |||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 8.54 | |||||||
Weighted Average Remaining Contractual Life | 9 years 2 months 23 days | |||||||
Aggregate Intrinsic Value | $ | $ 0.2 | |||||||
10.01 to 15.00 [Member] | ||||||||
Options vested and exercisable or nonvested that are expected to vest (nonvested outstanding less expected forfeitures) [Abstract] | ||||||||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | $ / shares | $ 10.01 | |||||||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ / shares | $ 15 | |||||||
Number Exercisable (in shares) | 357,750 | |||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 13.04 | |||||||
Weighted Average Remaining Contractual Life | 3 years 2 months 1 day | |||||||
Aggregate Intrinsic Value | $ | $ 0 | |||||||
15.01 to 20.00 [Member] | ||||||||
Options vested and exercisable or nonvested that are expected to vest (nonvested outstanding less expected forfeitures) [Abstract] | ||||||||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | $ / shares | $ 15.01 | |||||||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ / shares | $ 20 | |||||||
Number Exercisable (in shares) | 290,000 | |||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 18.63 | |||||||
Weighted Average Remaining Contractual Life | 3 years 8 months 26 days | |||||||
Aggregate Intrinsic Value | $ | $ 0 | |||||||
20.01 to 20.15 [Member] | ||||||||
Options vested and exercisable or nonvested that are expected to vest (nonvested outstanding less expected forfeitures) [Abstract] | ||||||||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | $ / shares | $ 20.01 | |||||||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ / shares | $ 20.15 | |||||||
Number Exercisable (in shares) | 100,000 | |||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 20.15 | |||||||
Weighted Average Remaining Contractual Life | 18 days | |||||||
Aggregate Intrinsic Value | $ | $ 0 | |||||||
5.00 to 20.15 [Member] | ||||||||
Options vested and exercisable or nonvested that are expected to vest (nonvested outstanding less expected forfeitures) [Abstract] | ||||||||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | $ / shares | $ 5 | |||||||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ / shares | $ 20.15 | |||||||
Number Exercisable (in shares) | 1,321,112 | |||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 12.85 | |||||||
Weighted Average Remaining Contractual Life | 5 years 8 months 8 days | |||||||
Aggregate Intrinsic Value | $ | $ 0.2 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Components of income (loss) before income taxes [Abstract] | |||
United States | $ 15.9 | $ (14.5) | $ 1.9 |
Foreign | (13.8) | (20.3) | (22) |
Income (loss) from continuing operations before income taxes | 2.1 | (34.8) | (20.1) |
Current [Abstract] | |||
Federal | 0 | 3.1 | 7.6 |
State | 1.2 | 0.6 | 0.4 |
Foreign | 4.4 | 4.3 | 3.2 |
Total current | 5.6 | 8 | 11.2 |
Deferred [Abstract] | |||
Federal | 0.1 | 0.1 | 0 |
State | 1.1 | 0 | (0.3) |
Foreign | 3.2 | 5.4 | 1 |
Total deferred | 4.4 | 5.5 | 0.7 |
TOTAL | 10 | 13.5 | 11.9 |
Tax benefit from discontinued operations | 0 | (3.3) | (7) |
Reconciliation of the difference between income tax expense and computed income tax expense based on Federal statutory corporate rate [Abstract] | |||
Income tax at Federal statutory rate | 0.7 | (12.2) | (7.1) |
Foreign taxes at rates different from the U.S. rate | 5.2 | 7.7 | 5.2 |
State and local income taxes, net of federal tax benefit | (0.6) | (1.4) | 1.6 |
Impact of state rate changes | 1.4 | 0.7 | 0 |
Changes in valuation allowances | 2.8 | 18.8 | 12.4 |
Change in deferred tax liability | 0 | 0 | 0 |
Non-deductible items | 0.4 | 0.1 | 0 |
Other items, net | 0.1 | (0.2) | (0.2) |
TOTAL | $ 10 | $ 13.5 | $ 11.9 |
Reconciliation of the difference between income tax expense and computed income tax expense based on Federal statutory corporate rate, Tax Rate [Abstract] | |||
Income tax at Federal statutory rate | (35.00%) | (35.00%) | (35.00%) |
Foreign taxes at rates different from the U.S. rate | (247.60%) | 22.20% | 25.90% |
State and local income taxes, net of federal tax benefit | 28.60% | (3.90%) | 8.20% |
Impact of state rate changes | (66.70%) | 1.90% | 0.00% |
Changes in valuation allowances | (133.30%) | 54.20% | 61.50% |
Change in deferred tax liability | 0.00% | 0.00% | 0.00% |
Non-deductible items | (19.00%) | 0.20% | 0.00% |
Other items, net | (4.80%) | (0.80%) | (1.10%) |
Income tax | (477.80%) | 38.80% | 59.50% |
Assets [Abstract] | |||
Accrued expenses and other liabilities | $ 12.2 | $ 12.4 | |
Inventory | 1.5 | 5.6 | |
Depreciation | 0.6 | 0.8 | |
Intangible & other | 13.5 | 13 | |
Net operating loss and credit carryforwards | 66.4 | 57.4 | |
Valuation allowances | (89.7) | (80.6) | |
Total non-current deferred tax assets | 4.5 | 8.6 | |
Non-current [Abstract] | |||
Other | 0.5 | 0.4 | |
Total non-current liabilities | 0.5 | 0.4 | |
Valuation Allowance [Abstract] | |||
Valuation allowance recorded | 9.1 | ||
Undistributed earnings of its foreign subsidiaries | 36.4 | ||
Tax Credit Carryforward [Line Items] | |||
Uncertain tax positions | 0 | ||
Unrecognized tax benefits, accrued interest and penalties | 0 | $ 0 | $ 0 |
U.S. Federal Deferred Tax Assets [Member] | |||
Valuation Allowance [Abstract] | |||
Valuation allowance recorded | 4.5 | ||
Foreign Deferred Tax Assets [Member] | |||
Valuation Allowance [Abstract] | |||
Valuation allowance recorded | 5.6 | ||
State Deferred Tax Assets [Member] | |||
Valuation Allowance [Abstract] | |||
Valuation allowance recorded | (1) | ||
Foreign [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforward, valuation allowance | 1.6 | ||
Federal [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards amount | $ 1.6 | ||
Tax credit carryforward, expiration date | Dec. 31, 2026 | ||
Foreign [Member] | |||
Operating Loss Carryforwards [Abstract] | |||
Net operating loss carryforwards | $ 133 | ||
Net operating loss carryforwards, expiration year | Dec. 31, 2032 | ||
Net operating loss carryforwards, valuation allowance | $ (31.2) | ||
Federal [Member] | |||
Operating Loss Carryforwards [Abstract] | |||
Net operating loss carryforwards | $ 72.4 | ||
Net operating loss carryforwards, expiration year | Dec. 31, 2036 | ||
Net operating loss carryforwards, valuation allowance | $ (48.1) | ||
State [Member] | |||
Operating Loss Carryforwards [Abstract] | |||
Net operating loss carryforwards, valuation allowance | $ (8.8) | ||
State and Foreign [Member] | |||
Operating Loss Carryforwards [Abstract] | |||
Net operating loss carryforwards, expiration year | Dec. 31, 2036 |
COMMITMENTS, CONTINGENCIES AN44
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Details) $ in Millions | Mar. 01, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)OfficersState | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Loss Contingencies [Line Items] | |||||
Number of principal shareholders and senior executive officers | Officers | 3 | ||||
Capital Leases [Abstract] | |||||
2,017 | $ 0.1 | ||||
2,018 | 0.1 | ||||
2,019 | 0 | ||||
2,020 | 0 | ||||
2,021 | 0 | ||||
2022-2026 | 0 | ||||
2027-2031 | 0 | ||||
Thereafter | 0 | ||||
Total minimum lease payments | 0.2 | ||||
Less: sublease rental income | 0 | ||||
Lease obligation net of subleases | 0.2 | ||||
Less amount representing interest | 0 | ||||
Present value of minimum capital lease payments (including current portion of $0.2) | 0.2 | ||||
Operating Leases [Abstract] | |||||
2,017 | 23 | ||||
2,018 | 21.1 | ||||
2,019 | 20 | ||||
2,020 | 16.6 | ||||
2,021 | 12.2 | ||||
2022-2026 | 44.2 | ||||
2027-2031 | 19.8 | ||||
Thereafter | 1.8 | ||||
Total minimum lease payments | 158.7 | ||||
Less: sublease rental income | 10.9 | ||||
Lease obligation net of subleases | 147.8 | ||||
Total lease [Abstract] | |||||
2,017 | 23.1 | ||||
2,018 | 21.2 | ||||
2,019 | 20 | ||||
2,020 | 16.6 | ||||
2,021 | 12.2 | ||||
2022-2026 | 44.2 | ||||
2027-2031 | 19.8 | ||||
Thereafter | 1.8 | ||||
Total minimum lease payments | 158.9 | ||||
Less: sublease rental income | 10.9 | ||||
Lease obligation net of subleases | 148 | ||||
Annual rent expense | 17.7 | $ 26.4 | $ 31.5 | ||
Related party rent expense | 0.9 | 1 | 0.9 | ||
Rent expense net of sublease income | $ 0.4 | 0.1 | 0 | ||
Number of states seeking recovery of unclaimed property | State | 43 | ||||
Duration of sentence given to Gilbert Fiorentino based on whistleblower report | 60 months | ||||
Duration of sentence given to Carl Fiorentino based on whistleblower report | 80 months | ||||
Duration of supervised release to Gilbert Fiorentino for whistleblower report | 36 months | ||||
Duration of supervised release to Carl Fiorentino for whistleblower report | 36 months | ||||
Restitution from Gilbert and Carl Fiorentino | $ 36 | ||||
NATG [Member] | |||||
Total lease [Abstract] | |||||
Annual rent expense | $ 1.3 | $ 10.7 | $ 18.3 | ||
Proceeds from partial restitution settlement | $ (1.3) | $ (1.3) |
SEGMENT AND RELATED INFORMATI45
SEGMENT AND RELATED INFORMATION, by Reportable Segments (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
SEGMENT AND RELATED INFORMATION [Abstract] | |||||||||||
Number of reportable segments | Segment | 2 | ||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Charges related to transaction | $ 5.9 | $ 27.9 | $ 15.9 | ||||||||
Net sales [Abstract] | |||||||||||
Net sales | $ 414.7 | $ 414.8 | $ 420.8 | $ 429.8 | $ 465.3 | $ 423.2 | $ 454.1 | $ 512.1 | 1,680.1 | 1,854.7 | 2,104.2 |
Depreciation and Amortization Expense [Abstract] | |||||||||||
Depreciation and Amortization Expense | 7.9 | 9.3 | 11.5 | ||||||||
Operating Income (Loss) [Abstract] | |||||||||||
Operating Income (Loss) | 4.1 | (24.1) | (13.7) | ||||||||
Income (loss) from continuing operations | (7.9) | (48.3) | (32) | ||||||||
Total Assets [Abstract] | |||||||||||
Total Assets | 566.1 | 710.1 | 566.1 | 710.1 | 896.9 | ||||||
EMEA Technology Products Group [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Charges related to transaction | 3.7 | ||||||||||
North America Technology Products Group [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Charges related to transaction | 11.7 | ||||||||||
Reportable Segments [Member] | Industrial Products Group [Member] | |||||||||||
Net sales [Abstract] | |||||||||||
Net sales | 715.6 | 698.6 | 556 | ||||||||
Depreciation and Amortization Expense [Abstract] | |||||||||||
Depreciation and Amortization Expense | 3.6 | 3.8 | 2.1 | ||||||||
Operating Income (Loss) [Abstract] | |||||||||||
Operating Income (Loss) | 34.3 | 43.7 | 41 | ||||||||
Total Assets [Abstract] | |||||||||||
Total Assets | 201.5 | 175.3 | 201.5 | 175.3 | 135.5 | ||||||
Reportable Segments [Member] | EMEA Technology Products Group [Member] | |||||||||||
Net sales [Abstract] | |||||||||||
Net sales | 960.9 | 1,052.9 | 1,189.9 | ||||||||
Depreciation and Amortization Expense [Abstract] | |||||||||||
Depreciation and Amortization Expense | 3.4 | 3.9 | 4 | ||||||||
Operating Income (Loss) [Abstract] | |||||||||||
Operating Income (Loss) | (12.5) | (10.8) | (21.2) | ||||||||
Total Assets [Abstract] | |||||||||||
Total Assets | 274.6 | 238.3 | 274.6 | 238.3 | 313.3 | ||||||
Reportable Segments [Member] | EMEA Technology Products Group [Member] | Misco Germany [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Charges related to transaction | 1.7 | ||||||||||
Net sales [Abstract] | |||||||||||
Net sales | 33.9 | ||||||||||
Operating Income (Loss) [Abstract] | |||||||||||
Income (loss) from continuing operations | (6.4) | ||||||||||
Reportable Segments [Member] | North America Technology Products Group [Member] | |||||||||||
Net sales [Abstract] | |||||||||||
Net sales | 0 | 97.8 | 352.4 | ||||||||
Depreciation and Amortization Expense [Abstract] | |||||||||||
Depreciation and Amortization Expense | 0 | 0.6 | 4.1 | ||||||||
Operating Income (Loss) [Abstract] | |||||||||||
Operating Income (Loss) | (2.8) | (38.2) | (17.9) | ||||||||
Total Assets [Abstract] | |||||||||||
Total Assets | 6.9 | 26.6 | 6.9 | 26.6 | 187.6 | ||||||
Intercompany [Member] | EMEA Technology Products Group [Member] | Misco Germany [Member] | |||||||||||
Operating Income (Loss) [Abstract] | |||||||||||
Income (loss) from continuing operations | (3.7) | ||||||||||
Corporate and Other [Member] | |||||||||||
Net sales [Abstract] | |||||||||||
Net sales | 3.6 | 5.4 | 5.9 | ||||||||
Depreciation and Amortization Expense [Abstract] | |||||||||||
Depreciation and Amortization Expense | 0.9 | 1 | 1.3 | ||||||||
Operating Income (Loss) [Abstract] | |||||||||||
Operating Income (Loss) | (14.9) | (18.8) | (15.6) | ||||||||
Total Assets [Abstract] | |||||||||||
Total Assets | $ 83.1 | $ 269.9 | 83.1 | $ 269.9 | $ 260.5 | ||||||
Corporate and Other [Member] | Rebate Processing Business [Member] | |||||||||||
Net sales [Abstract] | |||||||||||
Net sales | 3.7 | ||||||||||
Operating Income (Loss) [Abstract] | |||||||||||
Income (loss) from continuing operations | (2.3) | ||||||||||
Net gain | $ 3.9 |
SEGMENT AND RELATED INFORMATI46
SEGMENT AND RELATED INFORMATION, by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | $ 414.7 | $ 414.8 | $ 420.8 | $ 429.8 | $ 465.3 | $ 423.2 | $ 454.1 | $ 512.1 | $ 1,680.1 | $ 1,854.7 | $ 2,104.2 |
Long-lived Assets [Abstract] | |||||||||||
Long-lived Assets | 29.5 | 38.3 | 29.5 | 38.3 | 41.2 | ||||||
United States [Member] | Reportable Geographical Components [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 692.3 | 676.8 | 723.2 | ||||||||
Long-lived Assets [Abstract] | |||||||||||
Long-lived Assets | 15.4 | 18.1 | 15.4 | 18.1 | 17.1 | ||||||
France [Member] | Reportable Geographical Components [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 417.2 | 382.6 | 383.2 | ||||||||
Long-lived Assets [Abstract] | |||||||||||
Long-lived Assets | 1 | 1.1 | 1 | 1.1 | 0.8 | ||||||
United Kingdom [Member] | Reportable Geographical Components [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 241.8 | 335.7 | 471.9 | ||||||||
Long-lived Assets [Abstract] | |||||||||||
Long-lived Assets | 10.4 | 15.6 | 10.4 | 15.6 | 17.5 | ||||||
Other Europe and Asia [Member] | Reportable Geographical Components [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 301.9 | 334.5 | 334.8 | ||||||||
Long-lived Assets [Abstract] | |||||||||||
Long-lived Assets | 2.7 | 3.5 | 2.7 | 3.5 | 5.5 | ||||||
Other North America [Member] | Reportable Geographical Components [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 26.9 | 125.1 | 191.1 | ||||||||
Long-lived Assets [Abstract] | |||||||||||
Long-lived Assets | $ 0 | $ 0 | $ 0 | $ 0 | $ 0.3 |
QUARTERLY FINANCIAL DATA (UNA47
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
QUARTERLY FINANCIAL DATA (UNAUDITED) [Abstract] | |||||||||||
Net sales | $ 414.7 | $ 414.8 | $ 420.8 | $ 429.8 | $ 465.3 | $ 423.2 | $ 454.1 | $ 512.1 | $ 1,680.1 | $ 1,854.7 | $ 2,104.2 |
Gross profit | 81.7 | 78.1 | 81.5 | 83.4 | 86.9 | 82.3 | 87 | 86.5 | 324.7 | 342.7 | 377.2 |
Net (loss) income | $ 0.7 | $ (5.5) | $ (2) | $ (1.1) | $ (11.6) | $ 1.8 | $ (19.9) | $ (18.6) | $ (32.6) | $ (99.8) | $ (37.5) |
Net (loss) income per common share [Abstract] | |||||||||||
Basic (in dollars per share) | $ 0.02 | $ (0.15) | $ (0.05) | $ (0.03) | $ (0.31) | $ 0.05 | $ (0.54) | $ (0.50) | |||
Diluted (in dollars per share) | $ 0.02 | $ (0.15) | $ (0.05) | $ (0.03) | $ (0.31) | $ 0.05 | $ (0.54) | $ (0.50) |
SCHEDULE II VALUATION AND QUA48
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Allowance for sales returns and doubtful accounts [Roll Forward] | |||||
Reserves related to notes receivable and tax refund receivables | $ 5.6 | ||||
Allowance for Doubtful Accounts [Member] | |||||
Allowance for sales returns and doubtful accounts [Roll Forward] | |||||
Balance at Beginning of Period | 9.8 | $ 6.5 | $ 5.8 | ||
Charged to Expenses | 4.6 | 7.9 | 8.9 | ||
Write-offs | (3.1) | (4.8) | (8.3) | ||
Other | 0 | 0.2 | 0.1 | ||
Balance at End of Period | 11.3 | [1] | 9.8 | 6.5 | |
Allowance for Sales Returns [Member] | |||||
Allowance for sales returns and doubtful accounts [Roll Forward] | |||||
Balance at Beginning of Period | 5.9 | 9.3 | 10.9 | ||
Charged to Expenses | 2.4 | 5.9 | 9.3 | ||
Write-offs | 0 | 0 | 0 | ||
Other | [2] | (5.9) | (9.3) | (10.9) | |
Balance at End of Period | 2.4 | 5.9 | 9.3 | ||
Allowance for Inventory Returns [Member] | |||||
Allowance for sales returns and doubtful accounts [Roll Forward] | |||||
Balance at Beginning of Period | (4.9) | (7.8) | (9.2) | ||
Charged to Expenses | (1.6) | (4.9) | (7.8) | ||
Write-offs | 0 | 0 | 0 | ||
Other | [2] | 4.9 | 7.8 | 9.2 | |
Balance at End of Period | (1.6) | (4.9) | (7.8) | ||
Allowance for Deferred Tax Assets, Noncurrent [Member] | |||||
Allowance for sales returns and doubtful accounts [Roll Forward] | |||||
Balance at Beginning of Period | 80.6 | 48.8 | 39.7 | ||
Charged to Expenses | 9.4 | 35.8 | 9.1 | ||
Write-offs | (1.9) | 0 | 0 | ||
Other | 1.6 | (4) | 0 | ||
Balance at End of Period | $ 89.7 | $ 80.6 | $ 48.8 | ||
[1] | Excludes approximately $5.6 million of reserves related to notes receivable and tax refund receivables. | ||||
[2] | Amounts represent gross revenue and cost reversals to the estimated sales returns and allowances accounts. |