Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Summary of significant accounting policies [Abstract] | |
Consolidation, Policy | Basis of presentation |
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The following provides a basis of presentation during all periods presented: |
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Successor--Represents the consolidated financial position as of December 31, 2014 and 2013, and the consolidated results of operations and cash flows for the years ended December 31, 2014 and 2013, and the period August 15, 2012 to December 31, 2012, of Old Remy and Imaging (as a result of the Transaction now legally Remy International, Inc.). These periods reflect the application of purchase accounting to the assets and liabilities of Old Remy as of August 14, 2012, as described below, relating to FNF’s acquisition of a controlling interest in Old Remy. |
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Predecessor--Represents the consolidated financial position and results of operations of Old Remy as previously reported for all periods prior to August 14, 2012. This presentation is on the historical basis of accounting without the application of purchase accounting related to FNF’s acquisition of a controlling interest in Old Remy. |
The financial statements presented herein subsequent to August 14, 2012 include the accounts of the Successor Company, all wholly-owned subsidiaries, and any partially-owned subsidiary that the Successor Company had the ability to control. All other financial statements dated prior to August 14, 2012 are those of the Predecessor Company, all wholly-owned subsidiaries, and any partially-owned subsidiary that the Predecessor Company had the ability to control. Control generally equates to ownership percentage, whereby investments that are more than 50% owned are consolidated. Investments in companies in which we hold an ownership interest of 20% to 50% over which we exercise significant influence are accounted for by the equity method. Currently, we account for all 20% to 50% owned entities under the equity method. Investments in companies in which we hold an ownership interest of less than 20% are accounted for on the cost basis. Such investments were not material at December 31, 2014 and 2013. All significant intercompany accounts and transactions have been eliminated. |
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All adjustments necessary for a fair presentation of financial position, results of operations and cash flows have been presented. The financial information included may not necessarily reflect the results of operations, financial position or changes in equity in the future or what they would have been if the Successor had been a separate, stand-alone company for the periods presented. |
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The financial statements of the Successor reflect FNF's accounting basis which includes the application of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 805, Business Combinations, as a result of the controlling interest acquisition by FNF on August 14, 2012. The purchase price has been allocated to the Old Remy assets acquired and liabilities assumed based on our best estimates of their fair values as of the acquisition date. Goodwill has been recorded based on the amount that the purchase price exceeds the fair value of the net assets acquired. Imaging is included in the financial statements at the FNF (ultimate parent company) historical basis. In evaluating the historical goodwill of Imaging as a separate reporting unit for all prior periods, it was determined that the goodwill was fully impaired, using a Level 3 fair value. Therefore, no goodwill amount for Imaging was assigned to the opening Successor financial statements. The purchase price allocation was completed in 2012. The opening balance sheet of the Successor at August 14, 2012 was as follows: |
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(In thousands) | Old Remy | | Imaging | | Consolidated Successor | |
Assets: | | | | | | |
Current assets: | | | | | | | | |
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Cash and cash equivalents | $ | 95,460 | | | $ | — | | | $ | 95,460 | | |
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Trade accounts receivable | 203,550 | | | 1,378 | | | 204,928 | | |
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Other receivables | 16,888 | | | — | | | 16,888 | | |
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Inventories | 155,283 | | | — | | | 155,283 | | |
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Deferred income taxes | 30,250 | | | 38 | | | 30,288 | | |
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Prepaid expenses and other current assets | 11,930 | | | 62 | | | 11,992 | | |
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Total current assets | 513,361 | | | 1,478 | | | 514,839 | | |
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Property, plant and equipment, net | 166,466 | | | 3 | | | 166,469 | | |
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Goodwill | 242,105 | | | — | | | 242,105 | | |
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Intangibles, net | 368,204 | | | 476 | | | 368,680 | | |
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Other noncurrent assets | 34,198 | | | 4,003 | | | 38,201 | | |
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Total assets acquired | $ | 1,324,334 | | | $ | 5,960 | | | $ | 1,330,294 | | |
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Liabilities and Equity: | | | | | | |
Current liabilities: | | | | | | |
Short-term debt | $ | 13,058 | | | $ | — | | | $ | 13,058 | | |
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Current maturities of long-term debt | 3,362 | | | — | | | 3,362 | | |
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Accounts payable | 162,875 | | | 1,789 | | | 164,664 | | |
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Accrued interest | 2,522 | | | — | | | 2,522 | | |
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Accrued restructuring | 3,487 | | | — | | | 3,487 | | |
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Other current liabilities and accrued expenses | 120,094 | | | 279 | | | 120,373 | | |
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Total current liabilities | 305,398 | | | 2,068 | | | 307,466 | | |
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Long-term debt, net of current maturities | 288,315 | | | — | | | 288,315 | | |
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Postretirement benefits other than pensions | 1,773 | | | — | | | 1,773 | | |
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Accrued pension benefits | 36,539 | | | — | | | 36,539 | | |
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Deferred income taxes | 60,162 | | | — | | | 60,162 | | |
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Other noncurrent liabilities | 36,191 | | | — | | | 36,191 | | |
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Total liabilities assumed | 728,378 | | | 2,068 | | | 730,446 | | |
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Less: Noncontrolling interest | 37,647 | | | — | | | 37,647 | | |
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Net parent company investment | $ | 558,309 | | | $ | 3,892 | | | $ | 562,201 | | |
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Cash and cash equivalents, accounts receivable, other current assets, and accounts payable and other current liabilities were stated at historical carrying values, given the short-term nature of these assets and liabilities. The Company’s projected pension and post-retirement benefit obligations and assets have been reflected in the allocation of purchase price at the projected benefit obligation less plan assets at fair market value, based on computations of independent actuaries. Deferred income taxes have been provided in the consolidated balance sheet based on estimates of the tax versus book basis of the assets acquired and liabilities assumed, as adjusted to estimated fair values. Valuation allowances have been established against those assets for which realization is not likely. Property, plant and equipment have been recorded at fair value based on a valuation prepared by independent appraisers using a Level 3 cost and market approach. Inventory was valued based on management’s judgments and estimates, a Level 3 fair value. The Level 2 fair market values of outstanding debt were based on established market prices as of the Acquisition. The Company engaged independent appraisers to provide Level 3 fair values of intangible assets acquired including trade names, intellectual property, customer contracts and customer relationships. |
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Management believes that the carrying values of all other assets acquired and liabilities assumed approximate their fair values. The resulting goodwill after all identifiable intangible assets was valued at $242,105,000, of which approximately $32,779,000 was tax deductible. |
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Use of Estimates, Policy | Use of estimates |
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The preparation of the financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the year. Actual results could differ from these estimates. |
Revenue Recognition, Policy | Revenue recognition |
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Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, ownership has transferred, the seller's price to the buyer is fixed and determinable, and collectability is reasonably assured. Sales are recorded upon shipment of product to customers and transfer of title and risk of loss under standard commercial terms (typically, F.O.B. shipping point). We recognize shipping and handling costs as costs of goods sold with the related amounts billed to customers as sales. Accruals for sales returns, price protection, and other allowances are provided at the time of shipment based upon past experience. Adjustments to such returns and allowances are made as new information becomes available. We accrue for rebates, price protection, and other customer sales allowances in accordance with specific customer arrangements. Such rebates are recorded as a reduction of sales. |
Accounting for Remanufacturing Operations | Accounting for remanufacturing operations |
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Core deposits |
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Remanufacturing is the process where failed or used components, commonly known as cores, are disassembled into subcomponents, cleaned, inspected, tested, combined with new subcomponents and reassembled into saleable, finished products. With many customers, a deposit is charged for the core. Upon return of a core, we grant the customer a credit based on the core deposit value. Deposits charged by us totaled $131,062,000,$91,318,000, $33,228,000 and $54,638,000 for the years ended December 31, 2014 and 2013, the period August 15, 2012 to December 31, 2012, and the period January 1, 2012 to August 14, 2012, respectively. Core deposits are excluded from revenue. We generally limit core returns to the quantity of similar, remanufactured cores previously sold to the customer. |
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Core liability |
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We record a liability for core returns based on cores expected to be returned. This liability is recorded in “Other current liabilities and accrued expenses” in the accompanying consolidated balance sheets. The liability represents the difference between the core deposit value to be credited to the customer and the estimated core inventory value of the core to be returned. Revisions to these estimates are made periodically to consider current costs and customer return trends. |
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Core inventory |
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Upon receipt of a core, we record inventory at lower of cost or fair market value. The value of a core declines over its estimated useful life (ranging from 4 to 30 years) and is devalued accordingly. Carrying value of the core inventory is evaluated by comparing current prices obtained from core brokers to carrying cost. The devaluation of core carrying value is reflected as a charge to cost of goods sold. Core inventory that is deemed to be obsolete or in excess of current and future projected demand is written down to the lower of cost or market and charged to cost of goods sold. Core inventories are classified as “Inventories” in the accompanying consolidated balance sheets. |
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Customer contract intangibles |
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Upon entering into new or extending existing contracts, we may be required to purchase certain cores and inventory from our customers at retail prices, or be obligated to provide certain agreed support. The excess of the prices paid for the cores and inventory over fair value, and the value of any agreed support, are recorded as contract intangibles and amortized as a reduction to revenue on a method to reflect the pattern of economic benefit consumed. Customer contract intangibles that are determined in accordance with the provisions of FASB ASC Topic 805, and which are not paid to the customers, are amortized and recorded in cost of goods sold. Contract intangibles are included in “Intangibles, net” in the noncurrent asset section of the accompanying consolidated balance sheets. |
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Customer obligations |
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Customer obligations relate to liabilities when we enter into new or amend existing customer contracts. These contracts designate us to be the exclusive supplier to the respective customer, product line or distribution center and require us to compensate these customers over several years. |
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In addition, we have entered into arrangements with certain customers where we purchased the cores held in their inventory. Credits to be issued to these customers for these arrangements are recorded at net present value and are reflected as “Customer obligations.” These obligations are included in “Other current liabilities and accrued expenses” and “Other noncurrent liabilities” in the accompanying consolidated balance sheets. Subsequent to the arrangements, the inventory owned by these customers only represents the exchange value of the remanufactured product. |
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Right of core return |
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When we enter into arrangements to purchase certain cores held in a customer's inventory or when the customer is not charged a deposit for the core, we have the right to receive a core from the customer in return for every exchange unit supplied to them. We classify such rights as “Core return rights” in “Other noncurrent assets” in the accompanying consolidated balance sheets. The core return rights are valued based on the underlying core inventory values. Devaluation of these rights is charged to cost of goods sold. On a periodic basis, we settle with a customer for cores that have not been returned. |
Government Grants | Government grants |
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We record government grants when there is reasonable assurance that the grant will be received and we will comply with the conditions attached to the grants received. Grants related to income are recorded as an offset to the related expense in the accompanying statements of operations. Grants related to assets are recorded as deferred revenue and recognized on a straight-line basis over the useful life of the related asset. We continue to evaluate our compliance with the conditions attached to the related grants. |
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The U.S. Department of Energy, or the DOE, awarded us a grant in 2009, pursuant to which it agreed to match up to $60,200,000 of eligible expenditures we make through 2012 for the commercialization of hybrid electric motor technology. We obtained agreements from the DOE to extend the period of eligibility for the grant through 2013. As of December 31, 2012, we have completed the first phase of the grant award and have received $36,000,000 of the total grant. As a number of our hybrid customers have delayed launches of their products or cancelled their programs, we are now moderating our investments in hybrid until the market develops. On July 10, 2013, we formally notified the DOE that we have elected not to pursue the second phase of the grant. |
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In addition, we received various grants and subsidies from foreign jurisdictions during the three year period ended December 31, 2014. The amounts recognized in the accompanying consolidated statements of operations as government grants were as follows: |
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| Successor | Predecessor | |
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| Years ended December 31, | | Period August 15 to December 31, | | Period January 1 to August 14, | |
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(In thousands) | 2014 | | 2013 | | 2012 | | 2012 | |
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Reduction of cost of goods sold | $ | 3,252 | | $ | 2,427 | | $ | 1,759 | | $ | 3,061 | |
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Reduction of selling, general, and administrative expenses | $ | 771 | | $ | 743 | | $ | 2,110 | | $ | 4,381 | |
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Research and Development Expense, Policy | Research and development |
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We conduct research and development programs that are expected to contribute to future earnings. Such costs are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. Company-funded research and development expenses were approximately $15,560,000, $15,543,000, $8,567,000 and $17,437,000, for the years ended December 31, 2014 and 2013, the period August 15, 2012 to December 31, 2012, and the period January 1, 2012 to August 14, 2012, respectively. |
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Customer-funded research and development expenses, recorded as an offset to research and development expense in selling, general and administrative expenses, were approximately $1,125,000, $969,000, $933,000 and $34,000 for the years ended December 31, 2014 and 2013, the period August 15, 2012 to December 31, 2012, and the period January 1, 2012 to August 14, 2012, respectively. |
Cash and Cash Equivalents, Policy | Cash and cash equivalents |
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All cash balances and highly liquid investments with maturities of ninety days or less when acquired are considered cash and cash equivalents. The carrying amount of cash equivalents approximates fair value. |
Trade and Other Accounts Receivable, Policy | Trade accounts receivable and allowance for doubtful accounts |
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Trade accounts receivable is stated at net realizable value, which approximates fair value. Substantially all of our trade accounts receivable are due from customers in the original equipment and aftermarket automotive industries, both domestically and internationally. Trade accounts receivable include notes receivables of $38,541,000 and $27,154,000 as of December 31, 2014 and 2013, respectively. Trade accounts receivable is reduced by an allowance for amounts that are expected to become uncollectible in the future and for disputed items. We perform periodic credit evaluations of our customers' financial condition and generally do not require collateral. We maintain allowances for doubtful customer accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance for doubtful accounts is developed based on several factors including customers' credit quality, historical write-off experience and any known specific issues or disputes which exist as of the balance sheet date. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. |
Inventory, Policy | Inventories other than core inventory |
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Inventories other than core inventory are carried at the lower of cost or market determined on the first-in, first-out (FIFO) method. We evaluate inventories on a regular basis to identify inventory on hand that may be obsolete or in excess of current and future projected market demand. For inventory deemed to be obsolete or in excess of current and future projected market demand, we record an inventory reserve and a charge to cost of goods sold to reduce carrying cost to lower of cost or market. |
Property, Plant and Equipment, Policy | Property, plant and equipment |
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Property, plant and equipment are recorded at cost. Major expenditures that significantly extend the useful life or enhance the usability of the property, plant or equipment are capitalized. Depreciation is calculated primarily using the straight-line method over the estimated useful lives of the related assets (15 to 40 years for buildings, and 3 to 15 years for tooling, machinery and equipment). Capital leases and leasehold improvements are amortized over the shorter of the lease term or their estimated useful life. |
Impairment or Disposal of Long-Lived Assets, Policy | Valuation of long-lived assets |
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When events or circumstances indicate a potential impairment to the carrying value, we evaluate the carrying value of long-lived assets, including certain intangible assets, for recoverability through an undiscounted cash flow analysis. When such events or circumstances arise which indicate the long-lived asset is not recoverable, fair market value is determined by asset, or the appropriate grouping of assets, and is compared to the asset's carrying value to determine if impairment exists. Asset impairments are recorded as a charge to operations, based on the amount by which the carrying value exceeds the fair market value. Long-lived assets to be disposed of other than by sale are considered held and used until such time the asset is disposed. |
Tooling | Tooling |
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Tooling, which is included in machinery and equipment in the accompanying consolidated balance sheets, includes the costs to design and develop tools, dies, jigs and other items owned by us and used in the manufacture of products sold under long-term supply agreements. Tooling is amortized over the tool's expected life. Tooling that involves new technology not covered by a customer supply agreement is expensed as incurred. Engineering, testing and other costs incurred in the design and development of products and product components are expensed as incurred. |
Goodwill and Intangible Assets, Goodwill, Policy | Goodwill and other intangible assets |
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Goodwill and indefinite-lived intangible assets are not amortized, but are tested for impairment at least annually. We perform our annual impairment test in the fourth quarter of each fiscal year, or more frequently if impairment indicators arise. We determine goodwill impairment charges by comparing the carrying value of each reporting unit to the fair value of the reporting unit. In determining fair value of reporting units, we utilize discounted cash flow analyses and guideline company market multiples. Where the carrying value exceeds the fair value for a particular reporting unit, goodwill impairment charges may be recognized. |
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Foreign Currency Transactions and Translations Policy | Foreign currency translation |
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Each of our foreign subsidiaries' functional currency as of December 31, 2014, is its local currency, with the exception of our subsidiaries in Mexico, for which the U.S. dollar is the functional currency since substantially all of the purchases and sales are denominated in U.S. dollars, and in Hungary, for which the Euro is the functional currency as substantially all of the purchases and sales are denominated in Euro. Financial statements of foreign subsidiaries for which the functional currency is their local currency are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and at the average exchange rate for each year for revenue and expenses. Translation adjustments are recorded as a separate component of equity and reflected in other comprehensive income (loss) (“OCI”). For each of our foreign subsidiaries, gains and losses arising from transactions denominated in a currency other than the functional currency are included in the accompanying consolidated statements of operations. We evaluate our foreign subsidiaries' functional currency on an ongoing basis. |
Derivatives, Policy | Derivative financial instruments |
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In the normal course of business, our operations are exposed to continuing fluctuations in foreign currency values, interest rates and commodity prices that can affect the cost of operating, investing and financing. Accordingly, we address a portion of these risks through a controlled program of risk management that includes the use of derivative financial instruments. We have historically used derivative financial instruments for the purpose of hedging currency, interest rate, and commodity exposures, which exist as a part of ongoing business operations. |
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As a policy, we do not engage in speculative or leveraged transactions, nor do we hold or issue derivative financial instruments for trading purposes. Our objectives for holding derivatives are to minimize risks using the most effective and cost-efficient methods available. Management routinely reviews the effectiveness of the use of derivative financial instruments. |
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We recognize all of our derivative instruments as either assets or liabilities at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated, and is effective, as a hedge and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. Gains and losses related to a hedge are either recognized in income immediately to offset the gain or loss on the hedged item or are deferred and reported as a component of “Accumulated other comprehensive income (loss)” (“AOCI”) and subsequently recognized in earnings when the hedged item affects earnings. The change in fair value of the ineffective portion of a financial instrument, determined using the change in fair value method, is recognized in earnings immediately. The gain or loss related to financial instruments that are not designated as hedges is recognized immediately in earnings. |
Other |
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We present our derivative positions and any related material collateral under master netting agreements on a gross basis. We have entered into International Swaps and Derivatives Association agreements with each of its significant derivative counterparties. These agreements provide bilateral netting and offsetting of accounts that are in a liability position with those that are in an asset position. These agreements do not require us to maintain a minimum credit rating in order to be in compliance with the terms of the agreements and do not contain any margin call provisions or collateral requirements that could be triggered by derivative instruments in a net liability position. As of December 31, 2014, we have not posted any collateral to support its derivatives in a liability position. |
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For derivatives designated as cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness. Unrealized gains and losses associated with ineffective hedges, determined using the change in fair value method, are recognized in the accompanying consolidated statements of operations. Derivative gains and losses included in AOCI for effective hedges are reclassified into the accompanying consolidated statements of operations upon recognition of the hedged transaction. |
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Any derivative instrument designated initially, but no longer effective as a hedge, or initially not effective as a hedge, is recorded at fair value and the related gains and losses are recognized in the accompanying consolidated statements of operations. Our undesignated hedges are primarily our interest rate swaps whose fair value at inception of the instrument due to the roll over of existing interest rate swaps resulted in ineffectiveness. |
Standard Product Warranty, Policy | Warranty |
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We provide certain warranties relating to quality and performance of our products. An allowance for the estimated future cost of product warranties and other defective product returns is based on management's estimate of product failure rates and customer eligibility and is recorded as a component of cost of goods sold. If these factors differ from management's estimates, revisions to the estimated warranty liability may be required. The specific terms and conditions of the warranties vary depending upon the customer and the product sold. |
Income Tax, Policy | Income taxes |
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We account for income taxes in accordance with FASB ASC Topic 740, Income Taxes, which requires deferred tax assets and liabilities to be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. FASB ASC Topic 740 also requires deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. We assess the need to maintain a valuation allowance for deferred tax assets based on an assessment of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance. |
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Failure to achieve forecasted taxable income may affect the ultimate realization of certain deferred tax assets arising from net operating losses. Factors that may affect our ability to achieve sufficient forecasted taxable income include, but are not limited to, general economic conditions, increased competition or other market conditions, costs incurred or delays in product availability. |
FASB ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in companies' financial statements. As a result, we apply a more-likely-than-not recognition threshold for all tax uncertainties. It only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the taxing authorities. |
We review the likelihood that the Company will realize the benefit of its deferred tax assets and, therefore, the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining whether or not it is more likely than not that a valuation allowance is required, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset is considered, along with all other available positive and negative evidence. The factors considered by management in its determination of the probability of the realization of the deferred tax assets include but are not limited to: recent adjusted historical financial results, historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. If, based upon the weight of available evidence, it is more likely than not the deferred tax assets will not be realized, a valuation allowance is recorded. |
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Pension and Other Postretirement Plans, Policy | Pension and postretirement plans |
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We maintain limited defined benefit pension plans and other postretirement benefit plans, as well as a supplemental employee retirement plan covering certain executives. Costs associated with these plans are based on actuarial computations. Inherent in these valuations are key assumptions regarding discount rates, expected return on plan assets, rates of compensation increases, and the rates of health care benefit increases. If future trends in these assumptions prove to differ from management's assumptions, revisions to the plan assets and benefit obligations may be required. |
Earnings Per Share, Policy | Earnings per share |
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For the Predecessor, basic earnings per share are calculated by dividing net income attributable to common stockholders by the weighted average shares outstanding during the period. For the Successor, basic earnings per share are calculated by dividing net income attributable to common stockholders by the weighted average shares outstanding during the period and assuming the additional 272,851 shares issued in respect of the contribution of Imaging were outstanding for the entire period under common control, or August 2012 through December 31, 2014. |
Diluted earnings per share are based on the weighted average number of shares outstanding plus the assumed issuance of common shares and related adjustment to net income attributable to common stockholders related to all potentially dilutive securities. For the years ended December 31, 2014 and 2013, the period August 15, 2012 to December 31, 2012 and the period January 1, 2012 to August 14, 2012, in applying the treasury stock method, equivalent shares of unvested restricted stock and restricted stock units of 116,073, 181,603, 465,673 and 349,805, respectively, were included in the weighted average shares outstanding in the diluted calculation. Anti-dilutive stock options of 319,659 and 218,050 were excluded from the calculation of dilutive earnings per share for the years ended December 31, 2014 and 2013, respectively. |
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Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-based compensation |
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We account for stock-based compensation plans using the fair value method. Using the fair value method of accounting, compensation expense is measured based on the fair value of the award at the grant date, using the Black-Scholes Model for stock options and the fair market value of our common stock for restricted stock, and recognized straight line over the service period. Performance awards are adjusted for the estimated percentage attainment related to those awards granted with performance conditions. |
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Restricted stock unit awards that are to be settled in cash are subject to liability accounting. Accordingly, the fair value for such awards are calculated each reporting period based on our most recent closing stock price. As such, the liability is adjusted, and expense is recognized, based on changes to the fair value and the percentage of time vested. |
New Accounting Pronouncements, Policy | Recent accounting adoptions |
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In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, to provide guidance on the presentation of unrecognized tax benefits. ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward with certain limited exceptions. ASU 2013-11 is effective for annual reporting periods beginning on or after December 15, 2013 and interim periods within those annual periods with earlier adoption permitted. We adopted this guidance on January 1, 2014. The adoption of this guidance did not have an impact on our consolidated financial position, results of operations or cash flows. |
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New accounting pronouncements |
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In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. This update is effective for annual and interim periods beginning after December 15, 2016, which will require us to adopt these provisions in the first quarter of 2017. Early application is not permitted. This update permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect this guidance will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. |
Fair Value of Financial Instruments, Policy | We calculate the fair value of our interest rate swap contracts, commodity contracts and foreign currency contracts using quoted interest rate curves, quoted commodity forward rates and quoted currency forward rates. For contracts which, when aggregated by counterparty, are in a liability position, the discount rates are adjusted by the credit spread that market participants would apply if buying these contracts from our counterparties. |
3. Fair value measurements |
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FASB ASC Topic 820, Fair Value Measurements and Disclosures, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, FASB ASC Topic 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: |
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Level 1: | Observable inputs such as quoted prices in active markets; | | | | | | | | | | | |
Level 2: | Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | | | | | | | | | | | |
Level 3: | Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | | | | | | | | | | | |
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An asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. |
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Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in FASB ASC Topic 820: |
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A. | Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. | | | | | | | | | | | |
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B. | Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost). | | | | | | | | | | | |
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C. | Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing and excess earnings models). | | | | | | | | | | | |
Investments with registered investment companies are valued at the closing price reported on the active market on which the funds are traded. |
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In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities that are measured at fair value on a nonrecurring basis. As these assets and liabilities are not measured at fair value on a recurring basis, they are not included in the tables above. Assets and liabilities that are measured at fair value on a nonrecurring basis include long-lived assets (see Notes 6, 7 and 14) and certain assets acquired in business acquisitions (see Note 21). We have determined that the fair value measurements included in each of these assets and liabilities rely primarily on our assumptions as observable inputs are not available. As such, we have determined that each of these fair value measurements reside within Level 3 of the fair value hierarchy. |
Restructuring and Related Activities Policy | 14. Restructuring and other charges |
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We account for restructuring costs in accordance with FASB ASC Topic 420, Exit or Disposal Cost Obligations, and FASB ASC Topic 712, Compensation - Nonretirement Postemployment Benefits. Restructuring costs consist of costs associated with business realignment and streamlining activities and entail exit costs such as lease termination costs, certain operating costs relating to closed leased facilities, employee severance and related costs, and certain other related costs. Such costs are recorded when the liability is incurred in accordance with the prescribed accounting at the then estimated amounts. These estimates are subject to the inherent risk of uncertainty in the estimation process, especially as to the accrual of future net rental charges on exited facilities. Subsequent changes to such estimates are recorded as restructuring charges in the year the change in the estimate is made. |
Commitments and Contingencies, Policy | 20. Other commitments and contingencies |
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We are party to various legal actions and administrative proceedings and subject to various claims, including those relating to commercial transactions, product liability, safety, health, taxes, environmental and other matters. We believe that none of such actions, other than those discussed below, depart from customary litigation arising in the ordinary course of business. We review these matters on an ongoing basis and follow the provisions of FASB ASC Topic 450, Contingencies, when making accrual and disclosure decisions. For legal proceedings where it has been determined that a loss is both probable and reasonably estimable, a liability has been recorded in our accompanying consolidated financial statements. For legal proceedings where it has been determined that a loss is either probable but the amount or range of loss is not reasonably estimable, or reasonably possible, we provide disclosure with respect to the matter. |
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Actual losses may materially differ from the amounts recorded and the ultimate outcomes of our pending cases are generally not yet determinable. At present we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition. However, litigation matters are inherently uncertain, and we cannot currently quantify our ultimate liability for unresolved litigation matters, including those referred to below. As a result, it is possible that such liability could materially affect our consolidated financial position or our results of operations or cash flows for an individual reporting period. |
Business Combinations Policy [Policy Text Block] | The transaction will be accounted for in accordance with FASB ASC Topic 805, Business Combinations, where the application of purchase accounting requires that the total purchase price be allocated to the fair value of assets acquired and liabilities assumed based on their fair values at the acquisition date, with amounts exceeding the fair values recorded as goodwill. The allocation process requires, among other things, an analysis of acquired fixed assets, contracts and contingencies to identify and record the fair value of all assets acquired and liabilities assumed. We intend to utilize a third-party appraiser to assist us in allocating the purchase price to the fair value of the assets acquired and liabilities assumed. |