Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 28, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'CPS | ' |
Entity Registrant Name | 'Cooper-Standard Holdings Inc. | ' |
Entity Central Index Key | '0001320461 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 17,124,273 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Sales | $780,954 | $764,057 | $2,476,113 | $2,296,341 |
Cost of products sold | 669,701 | 649,028 | 2,084,492 | 1,928,735 |
Gross profit | 111,253 | 115,029 | 391,621 | 367,606 |
Selling, administration & engineering expenses | 67,365 | 72,968 | 228,609 | 220,807 |
Amortization of intangibles | 3,892 | 3,785 | 12,325 | 11,534 |
Restructuring | 4,845 | 1,907 | 11,690 | 7,755 |
Other operating profit | -18,385 | 0 | -18,385 | 0 |
Operating profit | 53,536 | 36,369 | 157,382 | 127,510 |
Interest expense, net of interest income | -9,405 | -15,171 | -35,332 | -39,953 |
Equity earnings | 1,094 | 2,595 | 4,075 | 8,693 |
Other income (expense), net | -4,129 | 960 | -32,932 | -5,385 |
Income before income taxes | 41,096 | 24,753 | 93,193 | 90,865 |
Income tax expense | 18,866 | 4,467 | 35,354 | 24,560 |
Net income | 22,230 | 20,286 | 57,839 | 66,305 |
Net (income) loss attributable to noncontrolling interests | 436 | 310 | -2,244 | 2,424 |
Net income attributable to Cooper-Standard Holdings Inc. | 22,666 | 20,596 | 55,595 | 68,729 |
Net income available to Cooper-Standard Holdings Inc. common stockholders | 22,666 | 15,144 | 55,595 | 51,059 |
Earnings per share | ' | ' | ' | ' |
Basic | $1.33 | $1.16 | $3.29 | $3.49 |
Diluted | $1.23 | $1.08 | $3.07 | $3.26 |
Comprehensive income attributable to Cooper-Standard Holdings Inc. | ' | ' | ' | ' |
Comprehensive income (loss) | -12,860 | 33,913 | 26,489 | 57,714 |
Comprehensive (income) loss attributable to noncontrolling interests | 576 | 535 | -2,257 | 2,365 |
Comprehensive income (loss) attributable to Cooper-Standard Holdings Inc. | ($12,284) | $34,448 | $24,232 | $60,079 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $244,855 | $184,370 |
Accounts receivable, net | 394,563 | 365,750 |
Tooling receivable | 152,117 | 156,205 |
Inventories | 181,475 | 179,766 |
Prepaid expenses | 23,465 | 26,940 |
Other | 87,541 | 82,301 |
Total current assets | 1,084,016 | 995,332 |
Property, plant and equipment, net | 729,948 | 732,902 |
Goodwill | 138,090 | 139,701 |
Intangibles, net | 88,313 | 101,436 |
Deferred tax assets | 17,914 | 34,235 |
Other assets | 107,466 | 99,148 |
Total assets | 2,165,747 | 2,102,754 |
Current liabilities: | ' | ' |
Debt payable within one year | 26,138 | 28,329 |
Accounts payable | 294,165 | 355,394 |
Payroll liabilities | 110,101 | 97,146 |
Accrued liabilities | 79,939 | 89,302 |
Total current liabilities | 510,343 | 570,171 |
Long-term debt | 759,999 | 656,095 |
Pension benefits | 129,005 | 151,113 |
Postretirement benefits other than pensions | 54,620 | 57,224 |
Deferred tax liabilities | 5,045 | 11,146 |
Other liabilities | 44,329 | 36,280 |
Total liabilities | 1,503,341 | 1,482,029 |
Redeemable noncontrolling interests | 4,454 | 5,153 |
7% Cumulative participating convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Equity: | ' | ' |
Common stock, $0.001 par value, 190,000,000 shares authorized at December 31, 2013 and September 30, 2014; 18,226,223 shares issued and 16,676,539 outstanding at December 31, 2013 and 18,669,927 shares issued and 17,120,243 outstanding at September 30, 2014 | 17 | 17 |
Additional paid-in capital | 505,658 | 489,052 |
Retained earnings | 210,956 | 156,775 |
Accumulated other comprehensive loss | -59,057 | -27,694 |
Total Cooper-Standard Holdings Inc. equity | 657,574 | 618,150 |
Noncontrolling interests | 378 | -2,578 |
Total equity | 657,952 | 615,572 |
Total liabilities and equity | $2,165,747 | $2,102,754 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Cumulative participating convertible preferred stock, dividend rate percentage | 7.00% | 7.00% |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 18,669,927 | 18,226,223 |
Common stock, shares outstanding | 17,120,243 | 16,676,539 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating Activities: | ' | ' |
Net income | $57,839 | $66,305 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 72,416 | 71,741 |
Amortization of intangibles | 12,325 | 11,534 |
Stock-based compensation expense | 10,748 | 8,660 |
Equity earnings, net of dividends related to earnings | -1,806 | -3,345 |
Loss on extinguishment of debt | 30,488 | 0 |
Gain on divestiture | -18,385 | 0 |
Gain on sale of investment | -1,882 | 0 |
Deferred income taxes | 10,220 | 14,604 |
Other | 294 | 584 |
Changes in operating assets and liabilities | -83,539 | -152,510 |
Net cash provided by operating activities | 88,718 | 17,573 |
Investing activities: | ' | ' |
Capital expenditures | -154,299 | -132,794 |
Acquisition of business, net of cash acquired and deposit on acquisition business | -5,046 | -13,504 |
Return on equity investments | 951 | 2,120 |
Proceeds from divestiture | 44,937 | 0 |
Proceeds from sale of investment | 3,216 | 0 |
Proceeds from sale of fixed assets and other | 3,374 | 3,584 |
Net cash used in investing activities | -106,867 | -140,594 |
Financing activities: | ' | ' |
Proceeds from issuance of Senior PIK Toggle Notes, net of debt issuance costs | 0 | 194,357 |
Proceeds from issuance of long-term debt, net of debt issuance costs | 737,462 | 0 |
Repurchase of Senior Notes and Senior PIK Toggle Notes | -675,615 | 0 |
Increase (decrease) in short-term debt, net | -3,717 | 1,648 |
Borrowings on long-term debt | 6,609 | 0 |
Principal payments on long-term debt | -2,202 | -3,825 |
Preferred stock cash dividends paid | 0 | -4,747 |
Purchase of noncontrolling interest | 0 | -1,911 |
Repurchase of common stock | 0 | -217,549 |
Proceeds from exercise of warrants | 8,492 | 11,252 |
Taxes withheld and paid on employees' share based payment awards | -4,175 | -5,851 |
Other | -103 | 549 |
Net cash provided by (used in) financing activities | 66,751 | -26,077 |
Effects of exchange rate changes on cash and cash equivalents | 11,883 | -2,225 |
Changes in cash and cash equivalents | 60,485 | -151,323 |
Cash and cash equivalents at beginning of period | 184,370 | 270,555 |
Cash and cash equivalents at end of period | $244,855 | $119,232 |
Overview
Overview | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Overview | ' |
1. Overview | |
Basis of presentation | |
Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company,” “Cooper-Standard,” “we,” “our,” or “us”) is a leading manufacturer of sealing and trim, fuel and brake delivery, fluid transfer, and anti-vibration systems (“AVS”) components, systems, subsystems, and modules. The Company’s products are primarily for use in passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. The Company conducts substantially all of its activities through its subsidiaries. | |
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (the "2013 Annual Report"), as filed with the SEC. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements include all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of the Company. Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. The operating results for the interim period ended September 30, 2014 are not necessarily indicative of results for the full year. In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. | |
Divestiture | |
In the third quarter of 2014, the Company completed the sale of its thermal and emissions product line to Halla Visteon Climate Control Corp. The Company received proceeds of $44,937 and recognized a gain of $18,385, which is recorded in other operating profit in the condensed consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2014. This divestiture did not meet the discontinued operations criteria. | |
Acquisition | |
In the third quarter of 2014, the Company announced that it agreed to purchase an additional 47.5 percent of Huayu-Cooper Standard Sealing Systems Co., Ltd., its joint venture with Huayu Automotive Systems Co. and made an initial deposit of $5,046. | |
Recent accounting pronouncements | |
In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements: Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This ASU requires management to perform interim and annual assessments of an entity's ability to continue as a going concern. This guidance is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. The adoption of this ASU is not expected to have a material impact on the Company's condensed consolidated financial statements. | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of this guidance is that a company should recognize revenue to depict the transfer of promised goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. The guidance is effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption is not permitted. The guidance allows for companies to use either a full retrospective or a modified retrospective approach when adopting. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements. | |
In April 2014, FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU changes the criteria for reporting discontinued operations and requires expanded disclosures about discontinued operations. The guidance is effective for fiscal years beginning on or after December 15, 2014 and should be applied prospectively. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company's condensed consolidated financial statements. | |
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires that a liability related to an unrecognized tax benefit be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if certain criteria are met. The Company adopted this guidance effective January 1, 2014. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial statements. |
Goodwill_and_Intangibles
Goodwill and Intangibles | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||
Goodwill and Intangibles | ' | |||||||||||||||||||
2. Goodwill and Intangibles | ||||||||||||||||||||
The changes in the carrying amount of goodwill by reportable operating segment for the nine months ended September 30, 2014 are summarized as follows: | ||||||||||||||||||||
North America | Europe | South America | Asia Pacific | Total | ||||||||||||||||
Balance at January 1, 2014 | $ | 119,870 | $ | 14,460 | $ | — | $ | 5,371 | $ | 139,701 | ||||||||||
Foreign exchange translation | (323 | ) | (1,213 | ) | — | (75 | ) | (1,611 | ) | |||||||||||
Balance at September 30, 2014 | $ | 119,547 | $ | 13,247 | $ | — | $ | 5,296 | $ | 138,090 | ||||||||||
Goodwill is not amortized, but is tested for impairment by reporting unit either annually or when events or circumstances indicate that impairment may exist. There were no indicators of potential impairment as of September 30, 2014. | ||||||||||||||||||||
The following table presents intangible assets and accumulated amortization balances of the Company as of December 31, 2013 and September 30, 2014, respectively: | ||||||||||||||||||||
Gross | Accumulated | Net | ||||||||||||||||||
Carrying | Amortization | Carrying | ||||||||||||||||||
Amount | Amount | |||||||||||||||||||
Customer relationships | $ | 135,483 | $ | (46,466 | ) | $ | 89,017 | |||||||||||||
Developed technology | 9,757 | (5,817 | ) | 3,940 | ||||||||||||||||
Other | 9,530 | (1,051 | ) | 8,479 | ||||||||||||||||
Balance at December 31, 2013 | $ | 154,770 | $ | (53,334 | ) | $ | 101,436 | |||||||||||||
Customer relationships | $ | 134,327 | $ | (56,888 | ) | $ | 77,439 | |||||||||||||
Developed technology | 9,400 | (6,645 | ) | 2,755 | ||||||||||||||||
Other | 9,534 | (1,415 | ) | 8,119 | ||||||||||||||||
Balance at September 30, 2014 | $ | 153,261 | $ | (64,948 | ) | $ | 88,313 | |||||||||||||
Amortization expense totaled $3,785 and $3,892 for the three months ended September 30, 2013 and 2014, respectively, and $11,534 and $12,325 for the nine months ended September 30, 2013 and 2014, respectively. Amortization expense is estimated to be approximately $16,000 for the year ending December 31, 2014. |
Restructuring
Restructuring | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||
Restructuring | ' | |||||||||||||||
3. Restructuring | ||||||||||||||||
Restructuring activities initiated prior to 2013 | ||||||||||||||||
The Company implemented several restructuring initiatives in prior years including the closure or consolidation of facilities throughout the world, the establishment of a centralized shared services function in Europe and the reorganization of the Company’s operating structure. The Company commenced these initiatives prior to January 1, 2013 and continued to execute these initiatives during 2014. The majority of the costs associated with these initiatives were incurred shortly after the original implementation. However, the Company continues to incur costs on some of the initiatives related principally to the disposal of the respective facilities. | ||||||||||||||||
The following table summarizes the restructuring expense (reversal) for these initiatives for the three and nine months ended September 30, 2013 and 2014: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Employee separation costs (reversals) | $ | 162 | $ | 3 | $ | 3,023 | $ | (56 | ) | |||||||
Other exit costs (reversals) | 408 | (50 | ) | 1,687 | 176 | |||||||||||
Asset impairments | 1,023 | — | 1,110 | — | ||||||||||||
$ | 1,593 | $ | (47 | ) | $ | 5,820 | $ | 120 | ||||||||
The following table summarizes the activity in the restructuring liability for these initiatives for the nine months ended September 30, 2014: | ||||||||||||||||
Employee Separation Costs | Other Exit Costs | Asset Impairments | Total | |||||||||||||
Balance at January 1, 2014 | $ | 819 | $ | 16 | $ | — | $ | 835 | ||||||||
Expense (reversal) | (56 | ) | 176 | — | 120 | |||||||||||
Cash payments and foreign exchange translation | (686 | ) | (192 | ) | — | (878 | ) | |||||||||
Balance at September 30, 2014 | $ | 77 | $ | — | $ | — | $ | 77 | ||||||||
Restructuring activities initiated in 2013 | ||||||||||||||||
In the first quarter of 2013, the Company eliminated certain positions within the organization that resulted in restructuring expense of $1,621, all of which is paid. No additional expense is expected to be incurred related to this initiative. | ||||||||||||||||
In the third quarter of 2013, the Company initiated the closure of a facility in Korea and the transfer of equipment to another facility in Korea. The Company has recognized $974 of costs related to this initiative and, as of September 30, 2014, this initiative was substantially completed. For each of the three and nine months ended September 30, 2013, the Company recorded $314 of other exit costs related to this initiative. For the three and nine months ended September 30, 2014, the Company recorded $67 and $352 of other exit costs, respectively, related to this initiative. As of September 30, 2014, there is no liability associated with this initiative. | ||||||||||||||||
In the fourth quarter of 2013, the Company initiated the restructure of a facility in Europe. The estimated cost of this initiative is $23,100 and is expected to be completed in 2016. The Company has recognized $22,355 of costs related to this initiative. The following table summarizes the restructuring expense (reversal) for this initiative for the three and nine months ended September 30, 2013 and 2014: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Employee separation costs (reversals) | $ | — | $ | (8 | ) | $ | — | $ | 404 | |||||||
Other exit costs | — | 2,959 | — | 7,765 | ||||||||||||
$ | — | $ | 2,951 | $ | — | $ | 8,169 | |||||||||
The following table summarizes the activity in the restructuring liability for this initiative for the nine months ended September 30, 2014: | ||||||||||||||||
Employee Separation Costs | Other Exit Costs | Asset Impairments | Total | |||||||||||||
Balance at January 1, 2014 | $ | 13,501 | $ | — | $ | — | $ | 13,501 | ||||||||
Expense | 404 | 7,765 | — | 8,169 | ||||||||||||
Cash payments and foreign exchange translation | (3,977 | ) | (7,765 | ) | — | (11,742 | ) | |||||||||
Balance at September 30, 2014 | $ | 9,928 | $ | — | $ | — | $ | 9,928 | ||||||||
Restructuring activities initiated in 2014 | ||||||||||||||||
In 2014, the Company initiated the restructure of certain facilities in Europe. The following table summarizes the restructuring expense for these initiatives for the three and nine months ended September 30, 2014: | ||||||||||||||||
Three Months Ended September 30, 2014 | Nine Months Ended September 30, 2014 | |||||||||||||||
Employee separation costs | $ | 1,738 | $ | 2,369 | ||||||||||||
Other exit costs | 136 | 680 | ||||||||||||||
$ | 1,874 | $ | 3,049 | |||||||||||||
The following table summarizes the activity in the restructuring liability for these initiatives for the nine months ended September 30, 2014: | ||||||||||||||||
Employee Separation Costs | Other Exit Costs | Asset Impairments | Total | |||||||||||||
Expense | $ | 2,369 | $ | 680 | $ | — | $ | 3,049 | ||||||||
Cash payments and foreign exchange translation | (866 | ) | (680 | ) | — | (1,546 | ) | |||||||||
Balance at September 30, 2014 | $ | 1,503 | $ | — | $ | — | $ | 1,503 | ||||||||
Inventories
Inventories | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
4. Inventories | ||||||||
Inventories were comprised of the following at December 31, 2013 and September 30, 2014: | ||||||||
December 31, 2013 | September 30, 2014 | |||||||
Finished goods | $ | 48,787 | $ | 46,666 | ||||
Work in process | 38,929 | 41,207 | ||||||
Raw materials and supplies | 92,050 | 93,602 | ||||||
$ | 179,766 | $ | 181,475 | |||||
Debt
Debt | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
5. Debt | ||||||||
Outstanding debt consisted of the following at December 31, 2013 and September 30, 2014: | ||||||||
December 31, 2013 | September 30, 2014 | |||||||
Term loan | $ | — | $ | 744,643 | ||||
Senior notes | 450,000 | — | ||||||
Senior PIK toggle notes | 196,484 | — | ||||||
Other borrowings | 37,940 | 41,494 | ||||||
Total debt | $ | 684,424 | $ | 786,137 | ||||
Less current portion | (28,329 | ) | (26,138 | ) | ||||
Total long-term debt | $ | 656,095 | $ | 759,999 | ||||
Senior ABL Facility | ||||||||
On April 8, 2013, the Company and certain of its subsidiaries entered into the Amended and Restated Senior Loan and Security Agreement (the “Amended Senior ABL Facility”), with certain lenders, which amended and restated the then existing senior secured asset-based revolving credit facility of the Company, dated May 27, 2010. The Amended Senior ABL Facility provided for an aggregate revolving loan availability of up to $150,000, subject to borrowing base availability, including a $50,000 letter of credit sub-facility and a $25,000 swing line sub-facility. The Amended Senior ABL Facility also provided for an uncommitted $75,000 incremental loan facility, for a potential total Amended Senior ABL Facility of $225,000 (if requested by the Company and one or more new or existing lenders agreed to fund such increase). | ||||||||
On April 4, 2014, the Company and certain of its subsidiaries entered into the Second Amended and Restated Loan Agreement (the "Senior ABL Facility"), which amended and restated the Amended Senior ABL Facility, in order to permit the Term Loan Facility (described below) and other related transactions. The Senior ABL Facility continues to provide for an aggregate revolving loan availability of up to $150,000, subject to borrowing base availability, including a $60,000 letter of credit sub-facility and the same $25,000 swing line sub-facility. The Senior ABL Facility also provided for an uncommitted $105,000 incremental loan facility, for a potential total Senior ABL Facility of $255,000 (if requested by the Company and one or more new or existing lenders agreed to fund such increase). The obligations under the Senior ABL Facility are secured by amongst other items (a) a first priority security interest in accounts receivable of the U.S. borrower and the U.S. guarantors arising from the sale of goods and services, and inventory, excluding certain property and subject to certain limitations (with obligations of the Canadian borrower secured also by comparable assets of the Canadian borrower and Canadian guarantors) and (b) a second priority security interest (subject to permitted liens and other customary exceptions) on (i) all the capital stock in restricted subsidiaries directly held by the U.S. borrower and each of the U.S. guarantors, (ii) substantially all material owned real property located in the U.S. and equipment of the U.S. borrower and the U.S. guarantors and (iii) all other material personal property of the U.S. borrower and the U.S. guarantors. | ||||||||
On June 11, 2014, the Company and certain of its subsidiaries entered into Amendment No. 1 to the Senior ABL Facility, which increased the aggregate revolving loan availability to $180,000, subject to borrowing base availability, principally by expanding a tooling receivable category of eligible borrowing base availability for the U.S. borrower and Canadian borrower. The Senior ABL Facility, as amended, also now provides for an uncommitted $75,000 incremental loan facility, for a potential total Senior ABL Facility of $255,000 (if requested by the Company and one or more new or existing lenders agree to fund such increase). No consent of any lender (other than those participating in the increase) is required to effect any such increase. As of September 30, 2014, subject to borrowing base availability, the Company had $180,000 in availability under the Senior ABL Facility supporting outstanding letters of credit of $35,576. | ||||||||
Term Loan Facility | ||||||||
On April 4, 2014, certain subsidiaries of the Company entered into a term loan facility (the “Term Loan Facility”) in order to (i) refinance the Senior PIK Toggle Notes due 2018 of the Company and the 8 1/2% Senior Notes due 2018 of Cooper-Standard Automotive Inc. (the "Senior Notes"), including applicable call premiums and accrued and unpaid interest, (ii) pay related fees and expenses and (iii) provide for working capital and other general corporate purposes. The Term Loan Facility provides for loans in an aggregate principal amount of $750,000 and may be expanded (or a new term loan facility added) by an amount that will not cause the consolidated first lien debt ratio to exceed 2.25 to 1.00 plus $300,000. All obligations of the borrower are guaranteed jointly and severally on a senior secured basis by the direct parent company of the borrower and each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. restricted subsidiary of the borrower. The obligations are secured by amongst other items (a) a first priority security interest (subject to permitted liens and other customary exceptions) on (i) all the capital stock in restricted subsidiaries directly held by the borrower and each of the guarantors, (ii) substantially all plant, material owned real property located in the U.S. and equipment of the borrower and the guarantors and (iii) all other personal property of the borrower and the guarantors, and (b) a second priority security interest (subject to permitted liens and other customary exceptions) in accounts receivable of the borrowers and the guarantors arising from the sale of goods and services, inventory, excluding certain collateral and subject to certain limitations. Loans under the Term Loan Facility bear interest at a rate equal to, at the Borrower’s option, LIBOR, subject to a 1.00% LIBOR Floor or the base rate option (the highest of the Federal Funds rate, prime rate, or one-month Eurodollar rate plus the appropriate spread), in each case, plus an applicable margin of 3.00%. The Term Loan Facility matures on April 4, 2021. On April 4, 2014, the aggregate principal amount of $750,000 was fully drawn to extinguish the Senior PIK Toggle Notes and the Senior Notes and to pay related fees and expenses. As of September 30, 2014, the principle amount of $748,125 was outstanding. Debt issuance costs of approximately $7,900 were incurred on this transaction, along with the original issue discount of $3,750. Both the debt issuance costs and the original issue discount will be amortized into interest expense over the term of the Term Loan Facility. As of September 30, 2014, the Company had $3,482 of unamortized original issue discount. | ||||||||
Prepayment of the Notes | ||||||||
On March 21, 2014, the Company and Cooper-Standard Automotive Inc. commenced cash tender offers for any and all of the outstanding Senior PIK Toggle Notes and Senior Notes, respectively. Approximately 99% of the Senior PIK Toggle Notes and 49% of the Senior Notes were tendered and purchased on April 4, 2014, and the funds to redeem the remainder were deposited with the Trustee. The remaining redemptions were completed on April 21, 2014 for the Senior Notes and May 5, 2014 for the Senior PIK Toggle Notes. | ||||||||
As a result of the purchases and redemptions, the Company recognized a loss on extinguishment of debt of $30,488 in the nine months ended September 30, 2014, which was primarily due to call and make-whole premiums and the write off of approximately $4,500 in original issue discount and debt issuance costs. | ||||||||
The Company used borrowings under the Term Loan Facility, together with cash on hand, to finance the repurchase and redemption of the Senior PIK Toggle Notes and the Senior Notes. |
Pension_and_Postretirement_Ben
Pension and Postretirement Benefits other than Pensions | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||||||
Pension and Postretirement Benefits other than Pensions | ' | |||||||||||||||
6. Pension and Postretirement Benefits other than Pensions | ||||||||||||||||
The following tables disclose the amount of net periodic benefit cost (gain) for the three and nine months ended September 30, 2013 and 2014 for the Company’s defined benefit plans and other postretirement benefit plans: | ||||||||||||||||
Pension Benefits | ||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||
2013 | 2014 | |||||||||||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||||||||||||
Service cost | $ | 305 | $ | 881 | $ | 213 | $ | 843 | ||||||||
Interest cost | 3,052 | 1,694 | 3,370 | 1,775 | ||||||||||||
Expected return on plan assets | (4,342 | ) | (927 | ) | (4,764 | ) | (970 | ) | ||||||||
Amortization of prior service cost and recognized actuarial loss | 344 | 325 | 16 | 222 | ||||||||||||
Net periodic benefit cost (gain) | $ | (641 | ) | $ | 1,973 | $ | (1,165 | ) | $ | 1,870 | ||||||
Pension Benefits | ||||||||||||||||
Nine Months Ended September 30, | ||||||||||||||||
2013 | 2014 | |||||||||||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||||||||||||
Service cost | $ | 915 | $ | 2,646 | $ | 639 | $ | 2,571 | ||||||||
Interest cost | 9,156 | 5,095 | 10,110 | 5,389 | ||||||||||||
Expected return on plan assets | (13,026 | ) | (2,812 | ) | (14,292 | ) | (2,900 | ) | ||||||||
Amortization of prior service cost and recognized actuarial loss | 1,032 | 981 | 48 | 683 | ||||||||||||
Settlement | 783 | — | — | — | ||||||||||||
Net periodic benefit cost (gain) | $ | (1,140 | ) | $ | 5,910 | $ | (3,495 | ) | $ | 5,743 | ||||||
Other Postretirement Benefits | ||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||
2013 | 2014 | |||||||||||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||||||||||||
Service cost | $ | 147 | $ | 163 | $ | 106 | $ | 138 | ||||||||
Interest cost | 407 | 183 | 397 | 191 | ||||||||||||
Amortization of prior service credit and recognized actuarial gain | (281 | ) | (35 | ) | (481 | ) | (73 | ) | ||||||||
Other | 6 | — | 6 | — | ||||||||||||
Net periodic benefit cost | $ | 279 | $ | 311 | $ | 28 | $ | 256 | ||||||||
Other Postretirement Benefits | ||||||||||||||||
Nine Months Ended September 30, | ||||||||||||||||
2013 | 2014 | |||||||||||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||||||||||||
Service cost | $ | 441 | $ | 497 | $ | 318 | $ | 412 | ||||||||
Interest cost | 1,221 | 557 | 1,191 | 569 | ||||||||||||
Amortization of prior service credit and recognized actuarial gain | (843 | ) | (106 | ) | (1,443 | ) | (217 | ) | ||||||||
Other | 18 | — | 18 | — | ||||||||||||
Net periodic benefit cost | $ | 837 | $ | 948 | $ | 84 | $ | 764 | ||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
7. Income Taxes | |
Under ASC Topic 270, “Interim Reporting,” the Company is required to determine its effective tax rate each quarter based upon its estimated annual effective tax rate. The Company is also required to record the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year where no tax benefit can be recognized are excluded from the estimated annual effective tax rate. | |
The effective tax rate for the three and nine months ended September 30, 2014 was 46% and 38%, respectively. The effective tax rate for the three and nine months ended September 30, 2013 was 18% and 27%, respectively. The effective tax rate for the three months ended September 30, 2014 as compared to the three months ended September 30, 2013 is higher primarily due to a discrete tax expense related to an uncertain tax position in one of the Company's foreign subsidiaries recorded in the three months ended September 30, 2014. The effective tax rate for the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013 is higher due to a liability recorded for an uncertain tax position as a result of an ongoing audit in one of the Company's foreign subsidiaries, and the U.S. research and development tax credit not being reenacted for 2014; therefore it is not reflected as a benefit in the 2014 effective tax rate. The income tax rate for the three and nine months ended September 30, 2014 varies from statutory rates due to the impact of discrete items in the quarter, uncertain tax positions, the inability to record a tax benefit for pre-tax losses in certain foreign jurisdictions to the extent not offset by other categories of income, income taxes on foreign earnings taxed at rates lower than the U.S. statutory rate, tax credits, income tax incentives, and other permanent items. Further, the Company’s current and future provision for income taxes may be impacted by the recognition of valuation allowances in certain countries. The Company intends to maintain these allowances until it is more likely than not that the deferred tax assets will be realized. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss), Equity and Redeemable Noncontrolling Interests | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Equity and Redeemable Noncontrolling Interests | ' | |||||||||||||||||||
8. Accumulated Other Comprehensive Income (Loss), Equity and Redeemable Noncontrolling Interests | ||||||||||||||||||||
The changes in accumulated other comprehensive income (loss) by component for the three and nine months ended September 30, 2013 and 2014, net of related tax, are as follows: | ||||||||||||||||||||
Three Months Ended September 30, 2013 | ||||||||||||||||||||
Cumulative currency translation adjustment | Benefit plan | Unrealized gain on investment securities | Fair value change of derivatives | Accumulated other comprehensive loss | ||||||||||||||||
liability | ||||||||||||||||||||
Balance at July 1, 2013 | $ | (5,111 | ) | $ | (62,673 | ) | $ | — | $ | (166 | ) | $ | (67,950 | ) | ||||||
Other comprehensive income (loss) before reclassifications | 14,501 | (979 | ) | — | 130 | 13,652 | ||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | 239 | — | (39 | ) | 200 | ||||||||||||||
Net current period other comprehensive income (loss)(1) | 14,501 | (740 | ) | — | 91 | 13,852 | ||||||||||||||
Balance at September 30, 2013 | $ | 9,390 | $ | (63,413 | ) | $ | — | $ | (75 | ) | $ | (54,098 | ) | |||||||
Amounts in parentheses indicate debits. | ||||||||||||||||||||
-1 | Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of $24. Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $3. | |||||||||||||||||||
Three Months Ended September 30, 2014 | ||||||||||||||||||||
Cumulative currency translation adjustment | Benefit plan | Unrealized gain on investment securities | Fair value change of derivatives | Accumulated other comprehensive loss | ||||||||||||||||
liability | ||||||||||||||||||||
Balance at July 1, 2014 | $ | 9,283 | $ | (33,489 | ) | $ | — | $ | 99 | $ | (24,107 | ) | ||||||||
Other comprehensive income (loss) before reclassifications | (37,048 | ) | 1,864 | — | 396 | (34,788 | ) | |||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | (114 | ) | — | (48 | ) | (162 | ) | ||||||||||||
Net current period other comprehensive income (loss)(1) | (37,048 | ) | 1,750 | — | 348 | (34,950 | ) | |||||||||||||
Balance at September 30, 2014 | $ | (27,765 | ) | $ | (31,739 | ) | $ | — | $ | 447 | $ | (59,057 | ) | |||||||
Amounts in parentheses indicate debits. | ||||||||||||||||||||
-1 | Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of $(87). Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $(113). | |||||||||||||||||||
Nine Months Ended September 30, 2013 | ||||||||||||||||||||
Cumulative currency translation adjustment | Benefit plan | Unrealized gain on investment securities | Fair value change of derivatives | Accumulated other comprehensive loss | ||||||||||||||||
liability | ||||||||||||||||||||
Balance at January 1, 2013 | $ | 18,320 | $ | (64,018 | ) | $ | — | $ | 250 | $ | (45,448 | ) | ||||||||
Other comprehensive loss before reclassifications | (8,930 | ) | (74 | ) | — | (53 | ) | (9,057 | ) | |||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | 679 | — | (272 | ) | 407 | ||||||||||||||
Net current period other comprehensive income (loss)(1) | (8,930 | ) | 605 | — | (325 | ) | (8,650 | ) | ||||||||||||
Balance at September 30, 2013 | $ | 9,390 | $ | (63,413 | ) | $ | — | $ | (75 | ) | $ | (54,098 | ) | |||||||
Amounts in parentheses indicate debits. | ||||||||||||||||||||
-1 | Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of $(376). Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $128. | |||||||||||||||||||
Nine Months Ended September 30, 2014 | ||||||||||||||||||||
Cumulative currency translation adjustment | Benefit plan | Unrealized gain on investment securities (2) | Fair value change of derivatives | Accumulated other comprehensive loss | ||||||||||||||||
liability | ||||||||||||||||||||
Balance at January 1, 2014 | $ | 5,712 | $ | (33,406 | ) | $ | — | $ | — | $ | (27,694 | ) | ||||||||
Other comprehensive income (loss) before reclassifications | (33,477 | ) | 2,198 | 1,146 | 545 | (29,588 | ) | |||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | (531 | ) | (1,146 | ) | (98 | ) | (1,775 | ) | |||||||||||
Net current period other comprehensive income (loss)(1) | (33,477 | ) | 1,667 | — | 447 | (31,363 | ) | |||||||||||||
Balance at September 30, 2014 | $ | (27,765 | ) | $ | (31,739 | ) | $ | — | $ | 447 | $ | (59,057 | ) | |||||||
Amounts in parentheses indicate debits. | ||||||||||||||||||||
-1 | Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of $(143). Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $(194). | |||||||||||||||||||
-2 | The unrealized gain on investment securities that was reclassified out of accumulated other comprehensive income (loss) related to the gain on the sale of investment of $1,882, which is recorded in other income (expense), net, less income tax expense of $736. | |||||||||||||||||||
The reclassifications out of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2013 and 2014 are as follows: | ||||||||||||||||||||
Gain (loss) reclassified | ||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||
Details about accumulated other comprehensive income (loss) components | 2013 | 2014 | 2013 | 2014 | Location of gain (loss) reclassified into income | |||||||||||||||
Fair value change of derivatives | ||||||||||||||||||||
Interest rate contracts | $ | (21 | ) | $ | — | $ | 209 | $ | — | Interest expense, net of interest income | ||||||||||
Foreign exchange contracts | 68 | 87 | 181 | 161 | Cost of products sold | |||||||||||||||
47 | 87 | 390 | 161 | Income before income taxes | ||||||||||||||||
(8 | ) | (39 | ) | (118 | ) | (63 | ) | Income tax expense | ||||||||||||
$ | 39 | $ | 48 | $ | 272 | $ | 98 | Consolidated net income | ||||||||||||
Amortization of defined benefit and other postretirement benefit plans | ||||||||||||||||||||
Prior service credits | $ | 161 | $ | 10 | $ | 472 | $ | 261 | -1 | |||||||||||
Actuarial gains (losses) | (495 | ) | 254 | (1,427 | ) | 704 | -1 | |||||||||||||
(334 | ) | 264 | (955 | ) | 965 | Income before income taxes | ||||||||||||||
95 | (150 | ) | 276 | (434 | ) | Income tax expense | ||||||||||||||
$ | (239 | ) | $ | 114 | $ | (679 | ) | $ | 531 | Consolidated net income | ||||||||||
Total reclassifications for the period | $ | (200 | ) | $ | 162 | $ | (407 | ) | $ | 629 | ||||||||||
-1 | These accumulated other comprehensive income components are included in the computation of net periodic pension cost. (See Note 6. “Pension and Postretirement Benefits other than Pensions” for additional details.) | |||||||||||||||||||
The following table summarizes the Company’s equity and redeemable noncontrolling interest activity for the nine months ended September 30, 2014: | ||||||||||||||||||||
Cooper-Standard Holdings Inc. | Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interest | |||||||||||||||||
Equity at January 1, 2014 | $ | 618,150 | $ | (2,578 | ) | $ | 615,572 | $ | 5,153 | |||||||||||
Net income (loss) | 55,595 | 2,961 | 58,556 | (717 | ) | |||||||||||||||
Warrant exercise | 8,492 | — | 8,492 | — | ||||||||||||||||
Other comprehensive income (loss) | (31,363 | ) | (5 | ) | (31,368 | ) | 18 | |||||||||||||
Stock-based compensation, net | 7,419 | — | 7,419 | — | ||||||||||||||||
Shares issued under stock option plans | (719 | ) | — | (719 | ) | — | ||||||||||||||
Equity at September 30, 2014 | $ | 657,574 | $ | 378 | $ | 657,952 | $ | 4,454 | ||||||||||||
Net_Income_Per_Share_Attributa
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. | ' | |||||||||||||||
9. Net Income Per Share Attributable to Cooper-Standard Holdings Inc. | ||||||||||||||||
Basic net income per share attributable to Cooper-Standard Holdings Inc. was computed by dividing net income attributable to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding during the period excluding unvested restricted shares. Diluted net income per share attributable to Cooper-Standard Holdings Inc. was computed using the treasury stock method by dividing diluted net income available to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding, including the dilutive effect of common stock equivalents, using the average share price during the period. | ||||||||||||||||
A summary of information used to compute basic and diluted net income per share attributable to Cooper-Standard Holdings Inc. is shown below: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Net income attributable to Cooper-Standard Holdings Inc. | $ | 20,596 | $ | 22,666 | $ | 68,729 | $ | 55,595 | ||||||||
Less: 7% Preferred stock dividends (paid or unpaid) | (1,419 | ) | — | (4,569 | ) | — | ||||||||||
Less: Undistributed earnings allocated to participating securities | (4,033 | ) | — | (13,101 | ) | — | ||||||||||
Net income available to Cooper-Standard Holdings Inc. common stockholders | $ | 15,144 | $ | 22,666 | $ | 51,059 | $ | 55,595 | ||||||||
Increase (decrease) in fair value of share-based awards | 212 | (18 | ) | 466 | $ | — | ||||||||||
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders | $ | 15,356 | $ | 22,648 | $ | 51,525 | $ | 55,595 | ||||||||
Basic weighted average shares of common stock outstanding | 13,045,575 | 17,066,067 | 14,621,535 | 16,882,229 | ||||||||||||
Dilutive effect of: | ||||||||||||||||
Restricted common stock | 144,086 | 169,227 | 206,588 | 152,386 | ||||||||||||
Restricted 7% preferred stock | — | — | 19,949 | — | ||||||||||||
Warrants | 899,420 | 944,002 | 800,116 | 996,840 | ||||||||||||
Options | 162,878 | 236,388 | 139,655 | 101,397 | ||||||||||||
Diluted weighted average shares of common stock outstanding | 14,251,959 | 18,415,684 | 15,787,843 | 18,132,852 | ||||||||||||
Basic net income per share attributable to Cooper-Standard Holdings Inc. | $ | 1.16 | $ | 1.33 | $ | 3.49 | $ | 3.29 | ||||||||
Diluted net income per share attributable to Cooper-Standard Holdings Inc. | $ | 1.08 | $ | 1.23 | $ | 3.26 | $ | 3.07 | ||||||||
The effect of certain common stock equivalents was excluded from the computation of weighted average diluted shares outstanding as inclusion would have been antidilutive. A summary of common stock equivalents excluded from the computation of weighted average diluted shares outstanding is shown below: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Number of options | 131,000 | 161,000 | 131,000 | 464,504 | ||||||||||||
Exercise price | $52.25-52.50 | $64.74-70.20 | $52.25-52.50 | $25.52-70.20 | ||||||||||||
Restricted common stock | — | — | — | 42,717 | ||||||||||||
7% Preferred stock, as if converted | 3,479,719 | — | 3,751,800 | — | ||||||||||||
7% Preferred stock dividends, undistributed earnings and premium allocated to participating securities that would be added back in the diluted calculation | $ | 5,460 | $ | — | $ | 17,670 | $ | — | ||||||||
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Stock-Based Compensation | ' |
10. Stock-Based Compensation | |
Under the Company's Omnibus incentive plans, stock options, restricted common stock, restricted 7% preferred stock, unrestricted common stock and restricted stock units have been granted to key employees and directors. Total compensation expense recognized was $3,026 and $2,919 for the three months ended September 30, 2013 and 2014, respectively, and $8,660 and $10,748 for the nine months ended September 30, 2013 and 2014, respectively. |
Other_Income_Expense_Net
Other Income (Expense), Net | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Other Income and Expenses [Abstract] | ' | |||||||||||||||
Other Income (Expense), Net | ' | |||||||||||||||
11. Other Income (Expense), Net | ||||||||||||||||
The components of other income (expense), net are as follows: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Loss on extinguishment of debt | $ | — | $ | — | $ | — | $ | (30,488 | ) | |||||||
Foreign currency gains (losses) | 813 | (4,820 | ) | (6,351 | ) | (4,022 | ) | |||||||||
Gains (losses) related to forward contracts | 401 | — | (92 | ) | (34 | ) | ||||||||||
Loss on sale of receivables | (437 | ) | (462 | ) | (1,235 | ) | (1,423 | ) | ||||||||
Gain on sale of investment | — | — | — | 1,882 | ||||||||||||
Miscellaneous income | 183 | 1,153 | 2,293 | 1,153 | ||||||||||||
Other income (expense), net | $ | 960 | $ | (4,129 | ) | $ | (5,385 | ) | $ | (32,932 | ) | |||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
12. Related Party Transactions | |
Sales to Nishikawa Standard Company ("NISCO"), a 40% owned joint venture, totaled $11,694 and $6,798 for the three months ended September 30, 2013 and 2014, respectively, and $35,528 and $25,844 for the nine months ended September 30, 2013 and 2014, respectively. In March 2013, the Company received from NISCO a dividend of $4,000, consisting of $1,880 related to earnings and a $2,120 return of capital. In March 2014, the Company received from NISCO a dividend of $1,760, consisting of $809 related to earnings and a $951 return of capital. | |
In the second quarter of 2014, the Company sold the remaining 17% of the common stock in Guyoung Technology Co. Ltd. for $3,216 and recorded a gain on the investment of $1,882. The gain is recorded in other income (expense), net on the Company's condensed consolidated statements of comprehensive income (loss). |
Business_Segments
Business Segments | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Business Segments | ' | |||||||||||||||
13. Business Segments | ||||||||||||||||
ASC 280, “Segment Reporting,” establishes the standards for reporting information about operating segments in financial statements. In applying the criteria set forth in ASC 280, the Company has determined that it operates in four reportable segments, North America, Europe, South America and Asia Pacific. The Company’s principal product lines within each of these segments are sealing and trim systems, fuel and brake delivery systems, fluid transfer systems, and anti-vibration systems. The Company evaluates segment performance based on segment profit before tax. The results of each segment include certain allocations for general, administrative, interest, and other shared costs. | ||||||||||||||||
The following tables detail information on the Company’s business segments: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Sales to external customers: | ||||||||||||||||
North America | $ | 408,615 | $ | 413,486 | $ | 1,191,521 | $ | 1,298,278 | ||||||||
Europe | 258,028 | 265,182 | 806,182 | 879,081 | ||||||||||||
South America | 43,069 | 39,967 | 138,746 | 121,139 | ||||||||||||
Asia Pacific | 54,345 | 62,319 | 159,892 | 177,615 | ||||||||||||
Consolidated | $ | 764,057 | $ | 780,954 | $ | 2,296,341 | $ | 2,476,113 | ||||||||
Intersegment sales: | ||||||||||||||||
North America | $ | 2,121 | $ | 3,488 | $ | 8,959 | $ | 9,981 | ||||||||
Europe | 2,440 | 2,395 | 6,837 | 6,745 | ||||||||||||
South America | — | — | — | — | ||||||||||||
Asia Pacific | 3,013 | 1,350 | 7,434 | 4,822 | ||||||||||||
Eliminations and other | (7,574 | ) | (7,233 | ) | (23,230 | ) | (21,548 | ) | ||||||||
Consolidated | $ | — | $ | — | $ | — | $ | — | ||||||||
Segment profit (loss): | ||||||||||||||||
North America | $ | 31,726 | $ | 45,516 | $ | 103,158 | $ | 120,445 | ||||||||
Europe | (7,500 | ) | 5,497 | (14,784 | ) | (10,548 | ) | |||||||||
South America | (1,838 | ) | (11,115 | ) | (5,760 | ) | (17,931 | ) | ||||||||
Asia Pacific | 2,365 | 1,198 | 8,251 | 1,227 | ||||||||||||
Income before income taxes | $ | 24,753 | $ | 41,096 | $ | 90,865 | $ | 93,193 | ||||||||
Restructuring cost included in segment profit (loss): | ||||||||||||||||
North America | $ | 73 | $ | (72 | ) | $ | 1,961 | $ | 105 | |||||||
Europe | 1,517 | 4,854 | 5,476 | 11,232 | ||||||||||||
South America | — | — | — | — | ||||||||||||
Asia Pacific | 317 | 63 | 318 | 353 | ||||||||||||
Consolidated | $ | 1,907 | $ | 4,845 | $ | 7,755 | $ | 11,690 | ||||||||
December 31, | September 30, | |||||||||||||||
2013 | 2014 | |||||||||||||||
Segment assets: | ||||||||||||||||
North America | $ | 866,847 | $ | 930,369 | ||||||||||||
Europe | 680,920 | 711,351 | ||||||||||||||
South America | 138,469 | 122,276 | ||||||||||||||
Asia Pacific | 243,736 | 262,708 | ||||||||||||||
Eliminations and other | 172,782 | 139,043 | ||||||||||||||
Consolidated | $ | 2,102,754 | $ | 2,165,747 | ||||||||||||
Financial_Instruments
Financial Instruments | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||
Financial Instruments | ' | |||||||||
14. Financial Instruments | ||||||||||
Fair value of the Senior Notes approximated $477,000 at December 31, 2013, based on quoted market prices, compared to the recorded value of $450,000. During the second quarter 2014, the Company extinguished its Senior Notes (see Note 5. "Debt" for additional details). This fair value measurement was classified within Level 1 of the fair value hierarchy. | ||||||||||
Fair value of the Senior PIK Toggle Notes approximated $197,466 at December 31, 2013, based on quoted market prices, compared to the recorded value of $196,484. During the second quarter 2014, the Company extinguished its Senior PIK Toggle Notes (see Note 5. "Debt" for additional details). This fair value measurement was classified within Level 1 of the fair value hierarchy. | ||||||||||
The Company completed an agreement with Fonds de Modernisation des Equipementiers Automobiles (“FMEA”) on May 2, 2011, to establish a joint venture that combined the Company’s French body sealing operations and the operations of Société des Polymères Barre-Thomas (“SPBT”). SPBT was a French supplier of anti-vibration systems and low pressure hoses, as well as body sealing products, which FMEA acquired as a preliminary step to the joint venture transaction. SPBT changed its name to Cooper Standard France SAS (“CS France”) subsequent to the transaction. The Company has 51% ownership and FMEA has 49% ownership in CS France. In connection with the investment in CS France, the noncontrolling shareholders have the option, which is embedded in the noncontrolling interest, to require the Company to purchase the remaining 49% noncontrolling share at a formula price designed to approximate fair value based on operating results of the entity. | ||||||||||
The noncontrolling interest is redeemable at other than fair value as the put value is determined based on the formula described above. The Company records the noncontrolling interest in CS France at the greater of 1) the initial carrying amount, increased or decreased for the noncontrolling shareholders’ share of net income or loss and its share of other comprehensive income or loss and dividends (“carrying amount”) or 2) the cumulative amount required to accrete the initial carrying amount to the redemption value. According to authoritative accounting guidance, the redeemable noncontrolling interest was classified outside of permanent equity, in mezzanine equity, on the Company’s condensed consolidated balance sheets. | ||||||||||
At December 31, 2013 and September 30, 2014, the estimated redemption value of the put option relating to the noncontrolling interest in CS France was $0. The redemption amount, if any, related to the put option is guaranteed by the Company and secured with the CS France shares held by a subsidiary of the Company. The Company has determined that the non-recurring fair value measurement related to this calculation relies primarily on Company-specific inputs and the Company’s assumptions, as observable inputs are not available. As such, the Company has determined that this fair value measurement resides within Level 3 of the fair value hierarchy. To determine the fair value of the put option, the Company utilizes the projected cash flows expected to be generated by the joint venture, then discounts the future cash flows by using a risk-adjusted rate for the Company. | ||||||||||
According to authoritative accounting guidance for redeemable noncontrolling shareholders’ interests, to the extent the noncontrolling shareholders have a contractual right to receive an amount upon exercise of a put option that is other than fair value, and such amount is greater than carrying value, then the noncontrolling shareholder has, in substance, received a dividend distribution that is different than other common stockholders. Therefore the redemption amount in excess of fair value should be reflected in the computation of earnings per share available to the Company’s common stockholders. At September 30, 2014 there was no difference between redemption value and fair value. | ||||||||||
Derivative Instruments and Hedging Activities | ||||||||||
The Company uses derivative financial instruments, including forward and swap contracts, to manage its exposures to fluctuations in foreign exchange and interest rates. For a fair value hedge, both the effective and ineffective, if significant, portions are recorded in earnings and reflected in the condensed consolidated statements of comprehensive income (loss). For a cash flow hedge, the effective portion of the change in the fair value of the derivative is recorded in accumulated other comprehensive loss in the condensed consolidated balance sheet. The ineffective portion, if significant, is recorded in other income or expense. When the underlying hedged transaction is realized or the hedged transaction is no longer probable, the gain or loss included in accumulated other comprehensive loss is recorded in earnings and reflected in the condensed consolidated statements of comprehensive income (loss) on the same line as the gain or loss on the hedged item attributable to the hedged risk. | ||||||||||
The Company formally documents its hedge relationships, including the identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the cash flow hedges. The Company also formally assesses whether a cash flow hedge is highly effective in offsetting changes in the cash flows of the hedged item. Derivatives are recorded at fair value in other current assets, other assets, accrued liabilities, and other liabilities. | ||||||||||
Cash Flow Hedges | ||||||||||
Forward foreign exchange contracts—The Company enters into forward contracts to hedge currency risk of the U.S. Dollar against the Mexican Peso and the Euro against the Czech Koruna, the Polish Zloty, the Romanian Leu and the U.S. Dollar. The forward contracts are used to mitigate the potential volatility to earnings and cash flow arising from changes in currency exchange rates that impact the Company’s foreign currency transactions. As of September 30, 2014, the notional amount of these contracts was $20,743. The amount reclassified from accumulated other comprehensive loss into cost of products sold was $87 and $161 for the three and nine months ended September 30, 2014. These foreign currency derivative contracts consist of hedges of transactions up to December 2014. | ||||||||||
Interest Rate Swap - In August 2014, the Company entered into interest rate swap transactions to manage cash flow variability associated with its variable rate Term Loan Facility. The interest rate swap contracts, which fix the interest payments of variable rate debt instruments, are used to manage exposure to fluctuations in interest rates. As of September 30, 2014, the notional amount of these contracts was $300,000 with maturities through September 2018. The fair market value of all outstanding interest rate swap and other derivative contracts is subject to changes in value due to changes in interest rates. | ||||||||||
The location and fair value of the Company's derivative instruments qualifying as cash flow hedges as of December 31, 2013 and September 30, 2014 are as follows: | ||||||||||
December 31, 2013 | September 30, 2014 | |||||||||
Other current assets: | ||||||||||
Forward foreign exchange contracts | $ | — | $ | 459 | ||||||
Other assets: | ||||||||||
Interest rate swaps | — | 256 | ||||||||
Total assets | $ | — | $ | 715 | ||||||
Accrued liabilities: | ||||||||||
Forward foreign exchange contracts | $ | — | $ | (9 | ) | |||||
Other liabilities: | ||||||||||
Interest rate swaps | — | (72 | ) | |||||||
Total liabilities | $ | — | $ | (81 | ) | |||||
Undesignated Derivatives | ||||||||||
As part of the FMEA joint venture, SPBT had undesignated derivative forward contracts to hedge currency risk of the Euro against the Polish Zloty which are included in the Company’s condensed consolidated financial statements. The forward contracts were used to mitigate the potential volatility of cash flows arising from changes in currency exchange rates that impacted the Company’s foreign currency transactions. These foreign currency derivative contracts related to hedge transactions through April 2014. The gain or loss on the forward contracts is reported as a component of other income (expense), net. The gain amounted to $401 for the three months ended September 30, 2013. There was no gain or loss recorded on this derivative for the three months ended September 30, 2014. The loss amounted to $(92) and $(34), for the nine months ended September 30, 2013 and 2014, respectively. | ||||||||||
Fair Value Measurements | ||||||||||
ASC 820 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, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | ||||||||||
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. | |||||||||
Estimates of the fair value of foreign currency and interest rate derivative instruments are determined using exchange traded prices and rates. The Company also considers the risk of non-performance in the estimation of fair value, and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. In certain instances where market data is not available, the Company uses management judgment to develop assumptions that are used to determine fair value. Fair value measurements and the fair value hierarchy level for the Company’s liabilities measured or disclosed at fair value on a recurring basis as of December 31, 2013 and September 30, 2014, are shown below: | ||||||||||
December 31, 2013 | September 30, 2014 | Input | ||||||||
Forward foreign exchange contracts - other current assets | $ | 36 | $ | 459 | Level 2 | |||||
Forward foreign exchange contracts - accrued liabilities | (1 | ) | (9 | ) | Level 2 | |||||
Interest rate swaps - other assets | — | 256 | Level 2 | |||||||
Interest rate swaps - other liabilities | — | (72 | ) | Level 2 | ||||||
Items measured at fair value on a non-recurring basis | ||||||||||
In addition to items that are measured at fair value on a recurring basis, the Company measures certain assets and liabilities at fair value on a non-recurring basis, which are not included in the table above. As these non-recurring fair value measurements are generally determined using unobservable inputs, these fair value measurements are classified within Level 3 of the fair value hierarchy. For further information on assets and liabilities measured at fair value on a non-recurring basis, see Note 3. “Restructuring.” |
Accounts_Receivable_Factoring
Accounts Receivable Factoring | 9 Months Ended |
Sep. 30, 2014 | |
Receivables [Abstract] | ' |
Accounts Receivable Factoring | ' |
15. Accounts Receivable Factoring | |
As a part of its working capital management, the Company sells certain receivables through third party financial institutions with and without recourse. The amount sold varies each month based on the amount of underlying receivables and cash flow needs of the Company. The Company continues to service the receivables. These are permitted transactions under the Company’s Term Loan Facility and Senior ABL Facility. | |
At September 30, 2013 and 2014, the Company had $95,642 and $106,709, respectively, outstanding under receivable transfer agreements without recourse entered into by various locations. The total amount of accounts receivable factored were $347,473 and $396,732 for the nine months ended September 30, 2013 and 2014, respectively. Costs incurred on the sale of receivables were $720 and $990 for the three months ended September 30, 2013 and 2014, respectively, and $2,049 and $2,541 for the nine months ended September 30, 2013 and 2014, respectively. These amounts are recorded in other income (expense), net and interest expense, net of interest income in the condensed consolidated statements of comprehensive income (loss). | |
At September 30, 2013 and 2014, the Company had $13,727 and $7,097, respectively, outstanding under receivable transfer agreements with recourse. The secured borrowings are recorded in debt payable within one year and receivables are pledged equal to the balance of the borrowings. The total amount of accounts receivable factored was $69,809 and $45,577 for the nine months ended September 30, 2013 and 2014, respectively. Costs incurred on the sale of receivables were $106 and $103 for the three months ended September 30, 2013 and 2014, respectively, and $327 and $290 for the nine months ended September 30, 2013 and 2014, respectively. These amounts are recorded in other income (expense), net and interest expense, net of interest income in the condensed consolidated statements of comprehensive income (loss). |
Overview_Policies
Overview (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of presentation | ' |
Basis of presentation | |
Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company,” “Cooper-Standard,” “we,” “our,” or “us”) is a leading manufacturer of sealing and trim, fuel and brake delivery, fluid transfer, and anti-vibration systems (“AVS”) components, systems, subsystems, and modules. The Company’s products are primarily for use in passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. The Company conducts substantially all of its activities through its subsidiaries. | |
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (the "2013 Annual Report"), as filed with the SEC. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements include all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of the Company. Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. The operating results for the interim period ended September 30, 2014 are not necessarily indicative of results for the full year. In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. | |
Recent accounting pronouncements | ' |
Recent accounting pronouncements | |
In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements: Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This ASU requires management to perform interim and annual assessments of an entity's ability to continue as a going concern. This guidance is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. The adoption of this ASU is not expected to have a material impact on the Company's condensed consolidated financial statements. | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of this guidance is that a company should recognize revenue to depict the transfer of promised goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. The guidance is effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption is not permitted. The guidance allows for companies to use either a full retrospective or a modified retrospective approach when adopting. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements. | |
In April 2014, FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU changes the criteria for reporting discontinued operations and requires expanded disclosures about discontinued operations. The guidance is effective for fiscal years beginning on or after December 15, 2014 and should be applied prospectively. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company's condensed consolidated financial statements. | |
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires that a liability related to an unrecognized tax benefit be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if certain criteria are met. The Company adopted this guidance effective January 1, 2014. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial statements. |
Goodwill_and_Intangibles_Table
Goodwill and Intangibles (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||
Carrying Amount of Goodwill by Reportable Operating Segment | ' | |||||||||||||||||||
The changes in the carrying amount of goodwill by reportable operating segment for the nine months ended September 30, 2014 are summarized as follows: | ||||||||||||||||||||
North America | Europe | South America | Asia Pacific | Total | ||||||||||||||||
Balance at January 1, 2014 | $ | 119,870 | $ | 14,460 | $ | — | $ | 5,371 | $ | 139,701 | ||||||||||
Foreign exchange translation | (323 | ) | (1,213 | ) | — | (75 | ) | (1,611 | ) | |||||||||||
Balance at September 30, 2014 | $ | 119,547 | $ | 13,247 | $ | — | $ | 5,296 | $ | 138,090 | ||||||||||
Intangible Assets and Accumulated Amortization Balances | ' | |||||||||||||||||||
The following table presents intangible assets and accumulated amortization balances of the Company as of December 31, 2013 and September 30, 2014, respectively: | ||||||||||||||||||||
Gross | Accumulated | Net | ||||||||||||||||||
Carrying | Amortization | Carrying | ||||||||||||||||||
Amount | Amount | |||||||||||||||||||
Customer relationships | $ | 135,483 | $ | (46,466 | ) | $ | 89,017 | |||||||||||||
Developed technology | 9,757 | (5,817 | ) | 3,940 | ||||||||||||||||
Other | 9,530 | (1,051 | ) | 8,479 | ||||||||||||||||
Balance at December 31, 2013 | $ | 154,770 | $ | (53,334 | ) | $ | 101,436 | |||||||||||||
Customer relationships | $ | 134,327 | $ | (56,888 | ) | $ | 77,439 | |||||||||||||
Developed technology | 9,400 | (6,645 | ) | 2,755 | ||||||||||||||||
Other | 9,534 | (1,415 | ) | 8,119 | ||||||||||||||||
Balance at September 30, 2014 | $ | 153,261 | $ | (64,948 | ) | $ | 88,313 | |||||||||||||
Restructuring_Tables
Restructuring (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Summary of Activity of Restructuring | ' | |||||||||||||||
The following table summarizes the activity in the restructuring liability for these initiatives for the nine months ended September 30, 2014: | ||||||||||||||||
Employee Separation Costs | Other Exit Costs | Asset Impairments | Total | |||||||||||||
Balance at January 1, 2014 | $ | 819 | $ | 16 | $ | — | $ | 835 | ||||||||
Expense (reversal) | (56 | ) | 176 | — | 120 | |||||||||||
Cash payments and foreign exchange translation | (686 | ) | (192 | ) | — | (878 | ) | |||||||||
Balance at September 30, 2014 | $ | 77 | $ | — | $ | — | $ | 77 | ||||||||
The following table summarizes the activity in the restructuring liability for these initiatives for the nine months ended September 30, 2014: | ||||||||||||||||
Employee Separation Costs | Other Exit Costs | Asset Impairments | Total | |||||||||||||
Expense | $ | 2,369 | $ | 680 | $ | — | $ | 3,049 | ||||||||
Cash payments and foreign exchange translation | (866 | ) | (680 | ) | — | (1,546 | ) | |||||||||
Balance at September 30, 2014 | $ | 1,503 | $ | — | $ | — | $ | 1,503 | ||||||||
The following table summarizes the activity in the restructuring liability for this initiative for the nine months ended September 30, 2014: | ||||||||||||||||
Employee Separation Costs | Other Exit Costs | Asset Impairments | Total | |||||||||||||
Balance at January 1, 2014 | $ | 13,501 | $ | — | $ | — | $ | 13,501 | ||||||||
Expense | 404 | 7,765 | — | 8,169 | ||||||||||||
Cash payments and foreign exchange translation | (3,977 | ) | (7,765 | ) | — | (11,742 | ) | |||||||||
Balance at September 30, 2014 | $ | 9,928 | $ | — | $ | — | $ | 9,928 | ||||||||
Restructuring Charges [Member] | ' | |||||||||||||||
Summary of Activity of Restructuring | ' | |||||||||||||||
The following table summarizes the restructuring expense (reversal) for these initiatives for the three and nine months ended September 30, 2013 and 2014: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Employee separation costs (reversals) | $ | 162 | $ | 3 | $ | 3,023 | $ | (56 | ) | |||||||
Other exit costs (reversals) | 408 | (50 | ) | 1,687 | 176 | |||||||||||
Asset impairments | 1,023 | — | 1,110 | — | ||||||||||||
$ | 1,593 | $ | (47 | ) | $ | 5,820 | $ | 120 | ||||||||
The following table summarizes the restructuring expense (reversal) for this initiative for the three and nine months ended September 30, 2013 and 2014: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Employee separation costs (reversals) | $ | — | $ | (8 | ) | $ | — | $ | 404 | |||||||
Other exit costs | — | 2,959 | — | 7,765 | ||||||||||||
$ | — | $ | 2,951 | $ | — | $ | 8,169 | |||||||||
The following table summarizes the restructuring expense for these initiatives for the three and nine months ended September 30, 2014: | ||||||||||||||||
Three Months Ended September 30, 2014 | Nine Months Ended September 30, 2014 | |||||||||||||||
Employee separation costs | $ | 1,738 | $ | 2,369 | ||||||||||||
Other exit costs | 136 | 680 | ||||||||||||||
$ | 1,874 | $ | 3,049 | |||||||||||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Summary of Inventories | ' | |||||||
Inventories were comprised of the following at December 31, 2013 and September 30, 2014: | ||||||||
December 31, 2013 | September 30, 2014 | |||||||
Finished goods | $ | 48,787 | $ | 46,666 | ||||
Work in process | 38,929 | 41,207 | ||||||
Raw materials and supplies | 92,050 | 93,602 | ||||||
$ | 179,766 | $ | 181,475 | |||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Outstanding Debt | ' | |||||||
Outstanding debt consisted of the following at December 31, 2013 and September 30, 2014: | ||||||||
December 31, 2013 | September 30, 2014 | |||||||
Term loan | $ | — | $ | 744,643 | ||||
Senior notes | 450,000 | — | ||||||
Senior PIK toggle notes | 196,484 | — | ||||||
Other borrowings | 37,940 | 41,494 | ||||||
Total debt | $ | 684,424 | $ | 786,137 | ||||
Less current portion | (28,329 | ) | (26,138 | ) | ||||
Total long-term debt | $ | 656,095 | $ | 759,999 | ||||
Pension_and_Postretirement_Ben1
Pension and Postretirement Benefits other than Pensions (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||||||
Net Periodic Benefit Cost of Defined Benefit Plans and Other Postretirement Benefit Plans | ' | |||||||||||||||
The following tables disclose the amount of net periodic benefit cost (gain) for the three and nine months ended September 30, 2013 and 2014 for the Company’s defined benefit plans and other postretirement benefit plans: | ||||||||||||||||
Pension Benefits | ||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||
2013 | 2014 | |||||||||||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||||||||||||
Service cost | $ | 305 | $ | 881 | $ | 213 | $ | 843 | ||||||||
Interest cost | 3,052 | 1,694 | 3,370 | 1,775 | ||||||||||||
Expected return on plan assets | (4,342 | ) | (927 | ) | (4,764 | ) | (970 | ) | ||||||||
Amortization of prior service cost and recognized actuarial loss | 344 | 325 | 16 | 222 | ||||||||||||
Net periodic benefit cost (gain) | $ | (641 | ) | $ | 1,973 | $ | (1,165 | ) | $ | 1,870 | ||||||
Pension Benefits | ||||||||||||||||
Nine Months Ended September 30, | ||||||||||||||||
2013 | 2014 | |||||||||||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||||||||||||
Service cost | $ | 915 | $ | 2,646 | $ | 639 | $ | 2,571 | ||||||||
Interest cost | 9,156 | 5,095 | 10,110 | 5,389 | ||||||||||||
Expected return on plan assets | (13,026 | ) | (2,812 | ) | (14,292 | ) | (2,900 | ) | ||||||||
Amortization of prior service cost and recognized actuarial loss | 1,032 | 981 | 48 | 683 | ||||||||||||
Settlement | 783 | — | — | — | ||||||||||||
Net periodic benefit cost (gain) | $ | (1,140 | ) | $ | 5,910 | $ | (3,495 | ) | $ | 5,743 | ||||||
Other Postretirement Benefits | ||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||
2013 | 2014 | |||||||||||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||||||||||||
Service cost | $ | 147 | $ | 163 | $ | 106 | $ | 138 | ||||||||
Interest cost | 407 | 183 | 397 | 191 | ||||||||||||
Amortization of prior service credit and recognized actuarial gain | (281 | ) | (35 | ) | (481 | ) | (73 | ) | ||||||||
Other | 6 | — | 6 | — | ||||||||||||
Net periodic benefit cost | $ | 279 | $ | 311 | $ | 28 | $ | 256 | ||||||||
Other Postretirement Benefits | ||||||||||||||||
Nine Months Ended September 30, | ||||||||||||||||
2013 | 2014 | |||||||||||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||||||||||||
Service cost | $ | 441 | $ | 497 | $ | 318 | $ | 412 | ||||||||
Interest cost | 1,221 | 557 | 1,191 | 569 | ||||||||||||
Amortization of prior service credit and recognized actuarial gain | (843 | ) | (106 | ) | (1,443 | ) | (217 | ) | ||||||||
Other | 18 | — | 18 | — | ||||||||||||
Net periodic benefit cost | $ | 837 | $ | 948 | $ | 84 | $ | 764 | ||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income , Equity and Redeemable Noncontrolling Interests (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) | ' | |||||||||||||||||||
The changes in accumulated other comprehensive income (loss) by component for the three and nine months ended September 30, 2013 and 2014, net of related tax, are as follows: | ||||||||||||||||||||
Three Months Ended September 30, 2013 | ||||||||||||||||||||
Cumulative currency translation adjustment | Benefit plan | Unrealized gain on investment securities | Fair value change of derivatives | Accumulated other comprehensive loss | ||||||||||||||||
liability | ||||||||||||||||||||
Balance at July 1, 2013 | $ | (5,111 | ) | $ | (62,673 | ) | $ | — | $ | (166 | ) | $ | (67,950 | ) | ||||||
Other comprehensive income (loss) before reclassifications | 14,501 | (979 | ) | — | 130 | 13,652 | ||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | 239 | — | (39 | ) | 200 | ||||||||||||||
Net current period other comprehensive income (loss)(1) | 14,501 | (740 | ) | — | 91 | 13,852 | ||||||||||||||
Balance at September 30, 2013 | $ | 9,390 | $ | (63,413 | ) | $ | — | $ | (75 | ) | $ | (54,098 | ) | |||||||
Amounts in parentheses indicate debits. | ||||||||||||||||||||
-1 | Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of $24. Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $3. | |||||||||||||||||||
Three Months Ended September 30, 2014 | ||||||||||||||||||||
Cumulative currency translation adjustment | Benefit plan | Unrealized gain on investment securities | Fair value change of derivatives | Accumulated other comprehensive loss | ||||||||||||||||
liability | ||||||||||||||||||||
Balance at July 1, 2014 | $ | 9,283 | $ | (33,489 | ) | $ | — | $ | 99 | $ | (24,107 | ) | ||||||||
Other comprehensive income (loss) before reclassifications | (37,048 | ) | 1,864 | — | 396 | (34,788 | ) | |||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | (114 | ) | — | (48 | ) | (162 | ) | ||||||||||||
Net current period other comprehensive income (loss)(1) | (37,048 | ) | 1,750 | — | 348 | (34,950 | ) | |||||||||||||
Balance at September 30, 2014 | $ | (27,765 | ) | $ | (31,739 | ) | $ | — | $ | 447 | $ | (59,057 | ) | |||||||
Amounts in parentheses indicate debits. | ||||||||||||||||||||
-1 | Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of $(87). Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $(113). | |||||||||||||||||||
Nine Months Ended September 30, 2013 | ||||||||||||||||||||
Cumulative currency translation adjustment | Benefit plan | Unrealized gain on investment securities | Fair value change of derivatives | Accumulated other comprehensive loss | ||||||||||||||||
liability | ||||||||||||||||||||
Balance at January 1, 2013 | $ | 18,320 | $ | (64,018 | ) | $ | — | $ | 250 | $ | (45,448 | ) | ||||||||
Other comprehensive loss before reclassifications | (8,930 | ) | (74 | ) | — | (53 | ) | (9,057 | ) | |||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | 679 | — | (272 | ) | 407 | ||||||||||||||
Net current period other comprehensive income (loss)(1) | (8,930 | ) | 605 | — | (325 | ) | (8,650 | ) | ||||||||||||
Balance at September 30, 2013 | $ | 9,390 | $ | (63,413 | ) | $ | — | $ | (75 | ) | $ | (54,098 | ) | |||||||
Amounts in parentheses indicate debits. | ||||||||||||||||||||
-1 | Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of $(376). Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $128. | |||||||||||||||||||
Nine Months Ended September 30, 2014 | ||||||||||||||||||||
Cumulative currency translation adjustment | Benefit plan | Unrealized gain on investment securities (2) | Fair value change of derivatives | Accumulated other comprehensive loss | ||||||||||||||||
liability | ||||||||||||||||||||
Balance at January 1, 2014 | $ | 5,712 | $ | (33,406 | ) | $ | — | $ | — | $ | (27,694 | ) | ||||||||
Other comprehensive income (loss) before reclassifications | (33,477 | ) | 2,198 | 1,146 | 545 | (29,588 | ) | |||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | (531 | ) | (1,146 | ) | (98 | ) | (1,775 | ) | |||||||||||
Net current period other comprehensive income (loss)(1) | (33,477 | ) | 1,667 | — | 447 | (31,363 | ) | |||||||||||||
Balance at September 30, 2014 | $ | (27,765 | ) | $ | (31,739 | ) | $ | — | $ | 447 | $ | (59,057 | ) | |||||||
Amounts in parentheses indicate debits. | ||||||||||||||||||||
-1 | Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of $(143). Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $(194). | |||||||||||||||||||
-2 | The unrealized gain on investment securities that was reclassified out of accumulated other comprehensive income (loss) related to the gain on the sale of investment of $1,882, which is recorded in other income (expense), net, less income tax expense of $736. | |||||||||||||||||||
Reclassifications out of accumulated other comprehensive income (loss) | ' | |||||||||||||||||||
The reclassifications out of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2013 and 2014 are as follows: | ||||||||||||||||||||
Gain (loss) reclassified | ||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||
Details about accumulated other comprehensive income (loss) components | 2013 | 2014 | 2013 | 2014 | Location of gain (loss) reclassified into income | |||||||||||||||
Fair value change of derivatives | ||||||||||||||||||||
Interest rate contracts | $ | (21 | ) | $ | — | $ | 209 | $ | — | Interest expense, net of interest income | ||||||||||
Foreign exchange contracts | 68 | 87 | 181 | 161 | Cost of products sold | |||||||||||||||
47 | 87 | 390 | 161 | Income before income taxes | ||||||||||||||||
(8 | ) | (39 | ) | (118 | ) | (63 | ) | Income tax expense | ||||||||||||
$ | 39 | $ | 48 | $ | 272 | $ | 98 | Consolidated net income | ||||||||||||
Amortization of defined benefit and other postretirement benefit plans | ||||||||||||||||||||
Prior service credits | $ | 161 | $ | 10 | $ | 472 | $ | 261 | -1 | |||||||||||
Actuarial gains (losses) | (495 | ) | 254 | (1,427 | ) | 704 | -1 | |||||||||||||
(334 | ) | 264 | (955 | ) | 965 | Income before income taxes | ||||||||||||||
95 | (150 | ) | 276 | (434 | ) | Income tax expense | ||||||||||||||
$ | (239 | ) | $ | 114 | $ | (679 | ) | $ | 531 | Consolidated net income | ||||||||||
Total reclassifications for the period | $ | (200 | ) | $ | 162 | $ | (407 | ) | $ | 629 | ||||||||||
-1 | These accumulated other comprehensive income components are included in the computation of net periodic pension cost. (See Note 6. “Pension and Postretirement Benefits other than Pensions” for additional details.) | |||||||||||||||||||
Summary of equity and redeemable noncontrolling interest activity | ' | |||||||||||||||||||
The following table summarizes the Company’s equity and redeemable noncontrolling interest activity for the nine months ended September 30, 2014: | ||||||||||||||||||||
Cooper-Standard Holdings Inc. | Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interest | |||||||||||||||||
Equity at January 1, 2014 | $ | 618,150 | $ | (2,578 | ) | $ | 615,572 | $ | 5,153 | |||||||||||
Net income (loss) | 55,595 | 2,961 | 58,556 | (717 | ) | |||||||||||||||
Warrant exercise | 8,492 | — | 8,492 | — | ||||||||||||||||
Other comprehensive income (loss) | (31,363 | ) | (5 | ) | (31,368 | ) | 18 | |||||||||||||
Stock-based compensation, net | 7,419 | — | 7,419 | — | ||||||||||||||||
Shares issued under stock option plans | (719 | ) | — | (719 | ) | — | ||||||||||||||
Equity at September 30, 2014 | $ | 657,574 | $ | 378 | $ | 657,952 | $ | 4,454 | ||||||||||||
Net_Income_Per_Share_Attributa1
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Basic and diluted net income per share attributable | ' | |||||||||||||||
A summary of information used to compute basic and diluted net income per share attributable to Cooper-Standard Holdings Inc. is shown below: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Net income attributable to Cooper-Standard Holdings Inc. | $ | 20,596 | $ | 22,666 | $ | 68,729 | $ | 55,595 | ||||||||
Less: 7% Preferred stock dividends (paid or unpaid) | (1,419 | ) | — | (4,569 | ) | — | ||||||||||
Less: Undistributed earnings allocated to participating securities | (4,033 | ) | — | (13,101 | ) | — | ||||||||||
Net income available to Cooper-Standard Holdings Inc. common stockholders | $ | 15,144 | $ | 22,666 | $ | 51,059 | $ | 55,595 | ||||||||
Increase (decrease) in fair value of share-based awards | 212 | (18 | ) | 466 | $ | — | ||||||||||
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders | $ | 15,356 | $ | 22,648 | $ | 51,525 | $ | 55,595 | ||||||||
Basic weighted average shares of common stock outstanding | 13,045,575 | 17,066,067 | 14,621,535 | 16,882,229 | ||||||||||||
Dilutive effect of: | ||||||||||||||||
Restricted common stock | 144,086 | 169,227 | 206,588 | 152,386 | ||||||||||||
Restricted 7% preferred stock | — | — | 19,949 | — | ||||||||||||
Warrants | 899,420 | 944,002 | 800,116 | 996,840 | ||||||||||||
Options | 162,878 | 236,388 | 139,655 | 101,397 | ||||||||||||
Diluted weighted average shares of common stock outstanding | 14,251,959 | 18,415,684 | 15,787,843 | 18,132,852 | ||||||||||||
Basic net income per share attributable to Cooper-Standard Holdings Inc. | $ | 1.16 | $ | 1.33 | $ | 3.49 | $ | 3.29 | ||||||||
Diluted net income per share attributable to Cooper-Standard Holdings Inc. | $ | 1.08 | $ | 1.23 | $ | 3.26 | $ | 3.07 | ||||||||
Summary of common stock equivalents excluded from the computation of weighted average diluted shares outstanding | ' | |||||||||||||||
A summary of common stock equivalents excluded from the computation of weighted average diluted shares outstanding is shown below: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Number of options | 131,000 | 161,000 | 131,000 | 464,504 | ||||||||||||
Exercise price | $52.25-52.50 | $64.74-70.20 | $52.25-52.50 | $25.52-70.20 | ||||||||||||
Restricted common stock | — | — | — | 42,717 | ||||||||||||
7% Preferred stock, as if converted | 3,479,719 | — | 3,751,800 | — | ||||||||||||
7% Preferred stock dividends, undistributed earnings and premium allocated to participating securities that would be added back in the diluted calculation | $ | 5,460 | $ | — | $ | 17,670 | $ | — | ||||||||
Other_Income_Expense_Net_Table
Other Income (Expense), Net (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Other Income and Expenses [Abstract] | ' | |||||||||||||||
Details of Components of Other Income Expense, Net | ' | |||||||||||||||
The components of other income (expense), net are as follows: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Loss on extinguishment of debt | $ | — | $ | — | $ | — | $ | (30,488 | ) | |||||||
Foreign currency gains (losses) | 813 | (4,820 | ) | (6,351 | ) | (4,022 | ) | |||||||||
Gains (losses) related to forward contracts | 401 | — | (92 | ) | (34 | ) | ||||||||||
Loss on sale of receivables | (437 | ) | (462 | ) | (1,235 | ) | (1,423 | ) | ||||||||
Gain on sale of investment | — | — | — | 1,882 | ||||||||||||
Miscellaneous income | 183 | 1,153 | 2,293 | 1,153 | ||||||||||||
Other income (expense), net | $ | 960 | $ | (4,129 | ) | $ | (5,385 | ) | $ | (32,932 | ) | |||||
Business_Segments_Tables
Business Segments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Information on Company's Business Segments | ' | |||||||||||||||
The following tables detail information on the Company’s business segments: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Sales to external customers: | ||||||||||||||||
North America | $ | 408,615 | $ | 413,486 | $ | 1,191,521 | $ | 1,298,278 | ||||||||
Europe | 258,028 | 265,182 | 806,182 | 879,081 | ||||||||||||
South America | 43,069 | 39,967 | 138,746 | 121,139 | ||||||||||||
Asia Pacific | 54,345 | 62,319 | 159,892 | 177,615 | ||||||||||||
Consolidated | $ | 764,057 | $ | 780,954 | $ | 2,296,341 | $ | 2,476,113 | ||||||||
Intersegment sales: | ||||||||||||||||
North America | $ | 2,121 | $ | 3,488 | $ | 8,959 | $ | 9,981 | ||||||||
Europe | 2,440 | 2,395 | 6,837 | 6,745 | ||||||||||||
South America | — | — | — | — | ||||||||||||
Asia Pacific | 3,013 | 1,350 | 7,434 | 4,822 | ||||||||||||
Eliminations and other | (7,574 | ) | (7,233 | ) | (23,230 | ) | (21,548 | ) | ||||||||
Consolidated | $ | — | $ | — | $ | — | $ | — | ||||||||
Segment profit (loss): | ||||||||||||||||
North America | $ | 31,726 | $ | 45,516 | $ | 103,158 | $ | 120,445 | ||||||||
Europe | (7,500 | ) | 5,497 | (14,784 | ) | (10,548 | ) | |||||||||
South America | (1,838 | ) | (11,115 | ) | (5,760 | ) | (17,931 | ) | ||||||||
Asia Pacific | 2,365 | 1,198 | 8,251 | 1,227 | ||||||||||||
Income before income taxes | $ | 24,753 | $ | 41,096 | $ | 90,865 | $ | 93,193 | ||||||||
Restructuring cost included in segment profit (loss): | ||||||||||||||||
North America | $ | 73 | $ | (72 | ) | $ | 1,961 | $ | 105 | |||||||
Europe | 1,517 | 4,854 | 5,476 | 11,232 | ||||||||||||
South America | — | — | — | — | ||||||||||||
Asia Pacific | 317 | 63 | 318 | 353 | ||||||||||||
Consolidated | $ | 1,907 | $ | 4,845 | $ | 7,755 | $ | 11,690 | ||||||||
December 31, | September 30, | |||||||||||||||
2013 | 2014 | |||||||||||||||
Segment assets: | ||||||||||||||||
North America | $ | 866,847 | $ | 930,369 | ||||||||||||
Europe | 680,920 | 711,351 | ||||||||||||||
South America | 138,469 | 122,276 | ||||||||||||||
Asia Pacific | 243,736 | 262,708 | ||||||||||||||
Eliminations and other | 172,782 | 139,043 | ||||||||||||||
Consolidated | $ | 2,102,754 | $ | 2,165,747 | ||||||||||||
Financial_Instruments_Tables
Financial Instruments (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | ' | |||||||||
The location and fair value of the Company's derivative instruments qualifying as cash flow hedges as of December 31, 2013 and September 30, 2014 are as follows: | ||||||||||
December 31, 2013 | September 30, 2014 | |||||||||
Other current assets: | ||||||||||
Forward foreign exchange contracts | $ | — | $ | 459 | ||||||
Other assets: | ||||||||||
Interest rate swaps | — | 256 | ||||||||
Total assets | $ | — | $ | 715 | ||||||
Accrued liabilities: | ||||||||||
Forward foreign exchange contracts | $ | — | $ | (9 | ) | |||||
Other liabilities: | ||||||||||
Interest rate swaps | — | (72 | ) | |||||||
Total liabilities | $ | — | $ | (81 | ) | |||||
Fair Value Hierarchy Level for Company's Liabilities Measured | ' | |||||||||
Fair value measurements and the fair value hierarchy level for the Company’s liabilities measured or disclosed at fair value on a recurring basis as of December 31, 2013 and September 30, 2014, are shown below: | ||||||||||
December 31, 2013 | September 30, 2014 | Input | ||||||||
Forward foreign exchange contracts - other current assets | $ | 36 | $ | 459 | Level 2 | |||||
Forward foreign exchange contracts - accrued liabilities | (1 | ) | (9 | ) | Level 2 | |||||
Interest rate swaps - other assets | — | 256 | Level 2 | |||||||
Interest rate swaps - other liabilities | — | (72 | ) | Level 2 | ||||||
Overview_Narrative_Details
Overview - Narrative (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Proceeds from divestiture | $44,937 | $0 |
Gain on divestiture | 18,385 | 0 |
Payments to Acquire Businesses, Net of Cash Acquired | $5,046 | $13,504 |
Huayu-Cooper Standard Sealing Systems Co., Ltd. [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Equity Method Investment, Ownership Percentage | 47.50% | ' |
Goodwill_and_Intangibles_Addit
Goodwill and Intangibles - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2014 |
Scenario, Forecast [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Amortization expenses | $3,892 | $3,785 | $12,325 | $11,534 | ' |
Estimated Amortization Expenses | ' | ' | ' | ' | $16,000 |
Goodwill_and_Intangibles_Carry
Goodwill and Intangibles - Carrying Amount of Goodwill by Reportable Operating Segment (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Goodwill [Roll Forward] | ' |
Goodwill, Beginning Balance | $139,701 |
Foreign exchange translation | -1,611 |
Goodwill, Ending Balance | 138,090 |
North America [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill, Beginning Balance | 119,870 |
Foreign exchange translation | -323 |
Goodwill, Ending Balance | 119,547 |
Europe [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill, Beginning Balance | 14,460 |
Foreign exchange translation | -1,213 |
Goodwill, Ending Balance | 13,247 |
South America [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill, Beginning Balance | 0 |
Foreign exchange translation | 0 |
Goodwill, Ending Balance | 0 |
Asia Pacific [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill, Beginning Balance | 5,371 |
Foreign exchange translation | -75 |
Goodwill, Ending Balance | $5,296 |
Goodwill_and_Intangibles_Intan
Goodwill and Intangibles - Intangible Assets and Accumulated Amortization Balances (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $153,261 | $154,770 |
Accumulated Amortization | -64,948 | -53,334 |
Net Carrying Amount | 88,313 | 101,436 |
Customer relationships [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 134,327 | 135,483 |
Accumulated Amortization | -56,888 | -46,466 |
Net Carrying Amount | 77,439 | 89,017 |
Developed technology [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 9,400 | 9,757 |
Accumulated Amortization | -6,645 | -5,817 |
Net Carrying Amount | 2,755 | 3,940 |
Other [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 9,534 | 9,530 |
Accumulated Amortization | -1,415 | -1,051 |
Net Carrying Amount | $8,119 | $8,479 |
Restructuring_Additional_Infor
Restructuring - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Korea Facility [Member] | Korea Facility [Member] | Korea Facility [Member] | Korea Facility [Member] | Europe Facilities [Member] | Europe Facilities [Member] | Europe Facilities [Member] | Europe Facilities [Member] | Europe Facilities [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate expense incurred related to restructuring | ' | ' | $1,621 | ' | ' | ' | ' | $974 | ' | ' | ' | $22,355 | ' | ' |
Estimated restructuring cost for initiative | 0 | ' | ' | 0 | ' | ' | ' | ' | ' | 23,100 | ' | 23,100 | ' | ' |
Restructuring | 4,845 | 1,907 | ' | 11,690 | 7,755 | 67 | 314 | 352 | 314 | 2,951 | 0 | 8,169 | 0 | ' |
Liability related to restructuring activities | ' | ' | ' | ' | ' | $0 | ' | $0 | ' | $9,928 | ' | $9,928 | ' | $13,501 |
Completion period of initiative | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2016 | ' | ' |
Restructuring_Summary_of_Restr
Restructuring - Summary of Restructuring Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | $4,845 | $1,907 | $11,690 | $7,755 |
Restructuring prior to 2013 [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | -47 | 1,593 | 120 | 5,820 |
Restructuring prior to 2013 [Member] | Employee Separation Costs [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | 3 | 162 | -56 | 3,023 |
Restructuring prior to 2013 [Member] | Other Exit Costs [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | -50 | 408 | 176 | 1,687 |
Restructuring prior to 2013 [Member] | Asset Impairments [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | 0 | 1,023 | 0 | 1,110 |
Europe Facilities [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | 2,951 | 0 | 8,169 | 0 |
Europe Facilities [Member] | Employee Separation Costs [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | -8 | 0 | 404 | 0 |
Europe Facilities [Member] | Other Exit Costs [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | 2,959 | 0 | 7,765 | 0 |
Europe Facilities [Member] | Asset Impairments [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | ' | ' | 0 | ' |
Europe Facilities 2014 [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | 1,874 | ' | 3,049 | ' |
Europe Facilities 2014 [Member] | Employee Separation Costs [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | 1,738 | ' | 2,369 | ' |
Europe Facilities 2014 [Member] | Other Exit Costs [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | 136 | ' | 680 | ' |
Europe Facilities 2014 [Member] | Asset Impairments [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | ' | ' | $0 | ' |
Restructuring_Summary_of_Activ
Restructuring - Summary of Activity of Restructuring (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | $4,845 | $1,907 | $11,690 | $7,755 |
Restructuring prior to 2013 [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring Reserve, Beginning Balance | ' | ' | 835 | ' |
Restructuring | -47 | 1,593 | 120 | 5,820 |
Cash payments and foreign exchange translation | ' | ' | -878 | ' |
Restructuring Reserve, Ending Balance | 77 | ' | 77 | ' |
Europe Facilities [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring Reserve, Beginning Balance | ' | ' | 13,501 | ' |
Restructuring | 2,951 | 0 | 8,169 | 0 |
Cash payments and foreign exchange translation | ' | ' | -11,742 | ' |
Restructuring Reserve, Ending Balance | 9,928 | ' | 9,928 | ' |
Europe Facilities 2014 [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | 1,874 | ' | 3,049 | ' |
Cash payments and foreign exchange translation | ' | ' | -1,546 | ' |
Restructuring Reserve, Ending Balance | 1,503 | ' | 1,503 | ' |
Employee Separation Costs [Member] | Restructuring prior to 2013 [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring Reserve, Beginning Balance | ' | ' | 819 | ' |
Restructuring | 3 | 162 | -56 | 3,023 |
Cash payments and foreign exchange translation | ' | ' | -686 | ' |
Restructuring Reserve, Ending Balance | 77 | ' | 77 | ' |
Employee Separation Costs [Member] | Europe Facilities [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring Reserve, Beginning Balance | ' | ' | 13,501 | ' |
Restructuring | -8 | 0 | 404 | 0 |
Cash payments and foreign exchange translation | ' | ' | -3,977 | ' |
Restructuring Reserve, Ending Balance | 9,928 | ' | 9,928 | ' |
Employee Separation Costs [Member] | Europe Facilities 2014 [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | 1,738 | ' | 2,369 | ' |
Cash payments and foreign exchange translation | ' | ' | -866 | ' |
Restructuring Reserve, Ending Balance | 1,503 | ' | 1,503 | ' |
Other Exit Costs [Member] | Restructuring prior to 2013 [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring Reserve, Beginning Balance | ' | ' | 16 | ' |
Restructuring | -50 | 408 | 176 | 1,687 |
Cash payments and foreign exchange translation | ' | ' | -192 | ' |
Restructuring Reserve, Ending Balance | 0 | ' | 0 | ' |
Other Exit Costs [Member] | Europe Facilities [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring Reserve, Beginning Balance | ' | ' | 0 | ' |
Restructuring | 2,959 | 0 | 7,765 | 0 |
Cash payments and foreign exchange translation | ' | ' | -7,765 | ' |
Restructuring Reserve, Ending Balance | 0 | ' | 0 | ' |
Other Exit Costs [Member] | Europe Facilities 2014 [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | 136 | ' | 680 | ' |
Cash payments and foreign exchange translation | ' | ' | -680 | ' |
Restructuring Reserve, Ending Balance | 0 | ' | 0 | ' |
Asset Impairments [Member] | Restructuring prior to 2013 [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring Reserve, Beginning Balance | ' | ' | 0 | ' |
Restructuring | 0 | 1,023 | 0 | 1,110 |
Cash payments and foreign exchange translation | ' | ' | 0 | ' |
Restructuring Reserve, Ending Balance | 0 | ' | 0 | ' |
Asset Impairments [Member] | Europe Facilities [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring Reserve, Beginning Balance | ' | ' | 0 | ' |
Restructuring | ' | ' | 0 | ' |
Cash payments and foreign exchange translation | ' | ' | 0 | ' |
Restructuring Reserve, Ending Balance | 0 | ' | 0 | ' |
Asset Impairments [Member] | Europe Facilities 2014 [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring | ' | ' | 0 | ' |
Cash payments and foreign exchange translation | ' | ' | 0 | ' |
Restructuring Reserve, Ending Balance | $0 | ' | $0 | ' |
Inventories_Summary_of_Invento
Inventories - Summary of Inventories (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Finished goods | $46,666 | $48,787 |
Work in process | 41,207 | 38,929 |
Raw materials and supplies | 93,602 | 92,050 |
Inventories | $181,475 | $179,766 |
Debt_Outstanding_Debt_Detail
Debt - Outstanding Debt (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Term loan | $744,643 | $0 |
Senior notes | 0 | 450,000 |
Senior PIK toggle notes | 0 | 196,484 |
Other borrowings | 41,494 | 37,940 |
Total debt | 786,137 | 684,424 |
Less current portion | -26,138 | -28,329 |
Total long-term debt | $759,999 | $656,095 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 21, 2014 | Mar. 21, 2014 | Apr. 04, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 04, 2014 | Apr. 08, 2013 | Jun. 11, 2014 | Apr. 04, 2014 | Apr. 04, 2014 |
Senior PIK Toggle Notes [Member] | Senior Notes [Member] | Medium-term Notes [Member] | Medium-term Notes [Member] | Amended Senior ABL Facility [Member] | Amended Senior ABL Facility [Member] | Amended Senior ABL Facility [Member] | Amendment No. 1 to Senior ABL Facility [Member] | LIBOR [Member] | Base Rate [Member] | |||||
Credit Facilities [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | 4-Apr-21 | ' | ' | ' | ' | ' | ' |
Aggregate revolving loan availability | ' | ' | ' | ' | ' | ' | ' | ' | $180,000 | $150,000 | $150,000 | $180,000 | ' | ' |
Letter of credit sub-facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | 50,000 | ' | ' | ' |
Swing line sub-facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | 25,000 | ' | ' | ' |
Uncommitted incremental loan facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105,000 | 75,000 | 75,000 | ' | ' |
Total Senior ABL Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | 255,000 | 225,000 | 255,000 | ' | ' |
Letters of credit outstanding | 35,576 | ' | 35,576 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' |
Consolidated first lien debt ratio | ' | ' | ' | ' | ' | ' | '2.25 to 1.00 | ' | ' | ' | ' | ' | ' | ' |
Term loan accordion feature | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 3.00% |
Principle amount outstanding | ' | ' | ' | ' | ' | ' | ' | 748,125 | ' | ' | ' | ' | ' | ' |
Debt issuance costs | ' | ' | ' | ' | ' | ' | 7,900 | ' | ' | ' | ' | ' | ' | ' |
Discount on Senior PIK Toggle Notes | ' | ' | ' | ' | ' | ' | 3,750 | 3,482 | ' | ' | ' | ' | ' | ' |
Percentage tendered | ' | ' | ' | ' | 99.00% | 49.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | 0 | 0 | 30,488 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Original issue discount and debt issuance costs | ' | ' | $4,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pension_and_Postretirement_Ben2
Pension and Postretirement Benefits other than Pensions - Net Periodic Benefit Cost of Defined Benefit Plans and Other Postretirement Benefit Plans (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
U.S. Pension Benefits [Member] | ' | ' | ' | ' |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' | ' |
Service cost | $213 | $305 | $639 | $915 |
Interest cost | 3,370 | 3,052 | 10,110 | 9,156 |
Expected return on plan assets | -4,764 | -4,342 | -14,292 | -13,026 |
Amortization of prior service cost (credit) and recognized actuarial loss (gain) | 16 | 344 | 48 | 1,032 |
Settlement | ' | ' | 0 | 783 |
Net periodic benefit cost (gain) | -1,165 | -641 | -3,495 | -1,140 |
Non-U.S. Pension Benefits [Member] | ' | ' | ' | ' |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' | ' |
Service cost | 843 | 881 | 2,571 | 2,646 |
Interest cost | 1,775 | 1,694 | 5,389 | 5,095 |
Expected return on plan assets | -970 | -927 | -2,900 | -2,812 |
Amortization of prior service cost (credit) and recognized actuarial loss (gain) | 222 | 325 | 683 | 981 |
Settlement | ' | ' | 0 | 0 |
Net periodic benefit cost (gain) | 1,870 | 1,973 | 5,743 | 5,910 |
U.S. Other Postretirement Benefits [Member] | ' | ' | ' | ' |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' | ' |
Service cost | 106 | 147 | 318 | 441 |
Interest cost | 397 | 407 | 1,191 | 1,221 |
Amortization of prior service cost (credit) and recognized actuarial loss (gain) | -481 | -281 | -1,443 | -843 |
Other | 6 | 6 | 18 | 18 |
Net periodic benefit cost (gain) | 28 | 279 | 84 | 837 |
Non-U.S. Other Postretirement Benefits [Member] | ' | ' | ' | ' |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ' | ' | ' | ' |
Service cost | 138 | 163 | 412 | 497 |
Interest cost | 191 | 183 | 569 | 557 |
Amortization of prior service cost (credit) and recognized actuarial loss (gain) | -73 | -35 | -217 | -106 |
Other | 0 | 0 | 0 | 0 |
Net periodic benefit cost (gain) | $256 | $311 | $764 | $948 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Effective tax rate | 46.00% | 18.00% | 38.00% | 27.00% |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income , Equity and Redeemable Noncontrolling Interests - Changes in Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Cumulative currency translation adjustment [Member] | Cumulative currency translation adjustment [Member] | Cumulative currency translation adjustment [Member] | Cumulative currency translation adjustment [Member] | Benefit plan liability [Member] | Benefit plan liability [Member] | Benefit plan liability [Member] | Benefit plan liability [Member] | Unrealized gains on investment securities [Member] | Unrealized gains on investment securities [Member] | Unrealized gains on investment securities [Member] | Unrealized gains on investment securities [Member] | Fair value change of derivatives [Member] | Fair value change of derivatives [Member] | Fair value change of derivatives [Member] | Fair value change of derivatives [Member] | Accumulated other comprehensive loss [Member] | Accumulated other comprehensive loss [Member] | Accumulated other comprehensive loss [Member] | Accumulated other comprehensive loss [Member] | ||
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning Balance | ($59,057) | ($27,694) | $9,283 | ($5,111) | $5,712 | $18,320 | ($33,489) | ($62,673) | ($33,406) | ($64,018) | $0 | $0 | $0 | $0 | $99 | ($166) | $0 | $250 | ($24,107) | ($67,950) | ($27,694) | ($45,448) |
Other comprehensive income (loss) before reclassifications | ' | ' | -37,048 | 14,501 | -33,477 | -8,930 | 1,864 | -979 | 2,198 | -74 | 0 | 0 | 1,146 | 0 | 396 | 130 | 545 | -53 | -34,788 | 13,652 | -29,588 | -9,057 |
Amounts reclassified from accumulated other comprehensive income (loss) | ' | ' | 0 | 0 | 0 | 0 | -114 | 239 | -531 | 679 | 0 | 0 | -1,146 | 0 | -48 | -39 | -98 | -272 | -162 | 200 | -1,775 | 407 |
Net current period other comprehensive income (loss) | ' | ' | -37,048 | 14,501 | -33,477 | -8,930 | 1,750 | -740 | 1,667 | 605 | 0 | 0 | 0 | 0 | 348 | 91 | 447 | -325 | -34,950 | 13,852 | -31,363 | -8,650 |
Ending Balance | ($59,057) | ($27,694) | ($27,765) | $9,390 | ($27,765) | $9,390 | ($31,739) | ($63,413) | ($31,739) | ($63,413) | $0 | $0 | $0 | $0 | $447 | ($75) | $447 | ($75) | ($59,057) | ($54,098) | ($59,057) | ($54,098) |
Accumulated_Other_Comprehensiv3
Accumulated Other Comprehensive Income , Equity and Redeemable Noncontrolling Interests - Changes in Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Equity [Abstract] | ' | ' | ' | ' |
Other comprehensive income (loss) related to benefit plan liability, tax | ($87) | $24 | ($143) | ($376) |
Other comprehensive income (loss) related to fair value change of derivatives, tax | -113 | 3 | -194 | 128 |
Other comprehensive income (loss), reclassification adjustment from AOCI for sale of securities, net of tax | ' | ' | 1,882 | ' |
Other comprehensive income (loss), reclassification adjustment from AOCI for sale of securities, tax | ' | ' | $736 | ' |
Accumulated_Other_Comprehensiv4
Accumulated Other Comprehensive Income , Equity and Redeemable Noncontrolling Interests - Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Fair value change of derivatives | ' | ' | ' | ' |
Fair value change of derivatives, Income before income taxes | $87 | $47 | $161 | $390 |
Fair value change of derivatives, Income tax expense | -39 | -8 | -63 | -118 |
Fair value change of derivatives, Consolidated net income | 48 | 39 | 98 | 272 |
Amortization of defined benefit and other postretirement benefit plans | ' | ' | ' | ' |
Amortization of defined benefit and other postretirement benefit plans, Prior service credits | 10 | 161 | 261 | 472 |
Amortization of defined benefit andother postretirement benefit plans, Actuarial gains (losses) | 254 | -495 | 704 | -1,427 |
Amortization of defined benefit and other postretirement benefit plans, Income before income taxes | 264 | -334 | 965 | -955 |
Amortization of defined benefit and other postretirement benefit plans, Income tax expense | -150 | 95 | -434 | 276 |
Amortization of defined benefit and other postretirement benefit plans, Consolidated net income | 114 | -239 | 531 | -679 |
Total reclassifications for the period | 162 | -200 | 629 | -407 |
Interest expense, net of interest income [Member] | Interest rate contract [Member] | ' | ' | ' | ' |
Fair value change of derivatives | ' | ' | ' | ' |
Fair value change of derivatives, Income before income taxes | 0 | -21 | 0 | 209 |
Cost of products sold [Member] | Foreign exchange contract [Member] | ' | ' | ' | ' |
Fair value change of derivatives | ' | ' | ' | ' |
Fair value change of derivatives, Income before income taxes | $87 | $68 | $161 | $181 |
Accumulated_Other_Comprehensiv5
Accumulated Other Comprehensive Income , Equity and Redeemable Noncontrolling Interests - Summary of Equity and Redeemable Noncontrolling Interest Activity (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Equity And Noncontrolling Interests [Line Items] | ' | ' | ' | ' |
Equity at January 1, 2014 | ' | ' | $615,572 | ' |
Net Income (Loss) Attributable to Parent | 22,666 | 20,596 | 55,595 | 68,729 |
Net income (loss) | 22,230 | 20,286 | 57,839 | 66,305 |
Warrant exercise | ' | ' | 8,492 | 11,252 |
Equity at September 30, 2014 | 657,952 | ' | 657,952 | ' |
Total [Member] | ' | ' | ' | ' |
Equity And Noncontrolling Interests [Line Items] | ' | ' | ' | ' |
Equity at January 1, 2014 | ' | ' | 615,572 | ' |
Net income (loss) | ' | ' | 58,556 | ' |
Warrant exercise | ' | ' | 8,492 | ' |
Other comprehensive income (loss) | ' | ' | -31,368 | ' |
Stock-based compensation, net | ' | ' | 7,419 | ' |
Shares issued under stock option plans | ' | ' | -719 | ' |
Equity at September 30, 2014 | 657,952 | ' | 657,952 | ' |
Cooper-Standard Holdings Inc. [Member] | ' | ' | ' | ' |
Equity And Noncontrolling Interests [Line Items] | ' | ' | ' | ' |
Equity at January 1, 2014 | ' | ' | 618,150 | ' |
Net Income (Loss) Attributable to Parent | ' | ' | 55,595 | ' |
Warrant exercise | ' | ' | 8,492 | ' |
Other comprehensive income (loss) | ' | ' | -31,363 | ' |
Stock-based compensation, net | ' | ' | 7,419 | ' |
Shares issued under stock option plans | ' | ' | -719 | ' |
Equity at September 30, 2014 | 657,574 | ' | 657,574 | ' |
Noncontrolling Interest [Member] | ' | ' | ' | ' |
Equity And Noncontrolling Interests [Line Items] | ' | ' | ' | ' |
Equity at January 1, 2014 | ' | ' | -2,578 | ' |
Net income (loss) | ' | ' | 2,961 | ' |
Warrant exercise | ' | ' | 0 | ' |
Other comprehensive income (loss) | ' | ' | -5 | ' |
Stock-based compensation, net | ' | ' | 0 | ' |
Shares issued under stock option plans | ' | ' | 0 | ' |
Equity at September 30, 2014 | 378 | ' | 378 | ' |
Redeemable Noncontrolling Interests [Member] | ' | ' | ' | ' |
Equity And Noncontrolling Interests [Line Items] | ' | ' | ' | ' |
Equity at January 1, 2014 | ' | ' | 5,153 | ' |
Net income (loss) | ' | ' | -717 | ' |
Warrant exercise | ' | ' | 0 | ' |
Other comprehensive income (loss) | ' | ' | 18 | ' |
Stock-based compensation, net | ' | ' | 0 | ' |
Shares issued under stock option plans | ' | ' | 0 | ' |
Equity at September 30, 2014 | $4,454 | ' | $4,454 | ' |
Net_Income_Per_Share_Attributa2
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. - Basic and Diluted Net Income Per Share Attributable (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net income attributable to Cooper-Standard Holdings Inc. | $22,666 | $20,596 | $55,595 | $68,729 |
Less: 7% Preferred stock dividends (paid or unpaid) | 0 | -1,419 | 0 | -4,569 |
Less: Undistributed earnings allocated to participating securities | 0 | -4,033 | 0 | -13,101 |
Net income available to Cooper-Standard Holdings Inc. common stockholders | 22,666 | 15,144 | 55,595 | 51,059 |
Increase (decrease) in fair value of share-based awards | -18 | 212 | 0 | 466 |
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders | $22,648 | $15,356 | $55,595 | $51,525 |
Basic weighted average shares of common stock outstanding | 17,066,067 | 13,045,575 | 16,882,229 | 14,621,535 |
Dilutive effect of: | ' | ' | ' | ' |
Restricted common stock | 169,227 | 144,086 | 152,386 | 206,588 |
Restricted 7% preferred stock | 0 | 0 | 0 | 19,949 |
Warrants | 944,002 | 899,420 | 996,840 | 800,116 |
Options | 236,388 | 162,878 | 101,397 | 139,655 |
Diluted weighted average shares of common stock outstanding | 18,415,684 | 14,251,959 | 18,132,852 | 15,787,843 |
Basic net income per share attributable to Cooper-Standard Holdings Inc. | $1.33 | $1.16 | $3.29 | $3.49 |
Diluted net income per share attributable to Cooper-Standard Holdings Inc. | $1.23 | $1.08 | $3.07 | $3.26 |
Net_Income_Per_Share_Attributa3
Net Income Per Share Attributable to Cooper-Standard Holdings Inc -Common stock equivalents (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Stock Option [Member] | ' | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 161,000 | 131,000 | 464,504 | 131,000 |
Stock Option [Member] | Minimum [Member] | ' | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' | ' |
Exercise price | 64.74 | 52.25 | 25.52 | 52.25 |
Stock Option [Member] | Maximum [Member] | ' | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' | ' |
Exercise price | 70.2 | 52.5 | 70.2 | 52.5 |
Restricted Stock [Member] | ' | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 42,717 | 0 |
Convertible Preferred Stock [Member] | ' | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 3,479,719 | 0 | 3,751,800 |
7% Preferred dividends, undistributed earnings and premium allocated to participating securities that would be added back in the diluted calculation | 0 | 5,460 | 0 | 17,670 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Stock Comp [Line Items] | ' | ' | ' | ' |
Preferred stock dividend rate, percentage | ' | ' | 7.00% | ' |
Omnibus Incentive Plan [Member] | ' | ' | ' | ' |
Stock Comp [Line Items] | ' | ' | ' | ' |
Total compensation expense recognized | $2,919 | $3,026 | $10,748 | $8,660 |
Other_Income_Expense_Net_Detai
Other Income (Expense), Net - Details of Components of Other Income Expense, Net (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Other Income and Expenses [Abstract] | ' | ' | ' | ' |
Gains (Losses) on Extinguishment of Debt | $0 | $0 | ($30,488) | $0 |
Foreign currency gains (losses) | -4,820 | 813 | -4,022 | -6,351 |
Gains (losses) related to forward contracts | 0 | 401 | -34 | -92 |
Loss on sale of receivables | -462 | -437 | -1,423 | -1,235 |
Gain on sale of investment | 0 | 0 | 1,882 | 0 |
Miscellaneous income | 1,153 | 183 | 1,153 | 2,293 |
Other income (expense), net | ($4,129) | $960 | ($32,932) | ($5,385) |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Sep. 30, 2014 |
Nisco [Member] | Nisco [Member] | Nisco [Member] | Nisco [Member] | Nisco [Member] | Nisco [Member] | Guyoung [Member] | Guyoung [Member] | |||||
Related Party Transaction Due From To Related Party [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | 40.00% | ' | 40.00% | ' | 17.00% | ' |
Proceeds from sale of investment | ' | ' | $3,216 | $0 | ' | ' | ' | ' | ' | ' | $3,216 | $0 |
Gain on sale of investment | 0 | 0 | 1,882 | 0 | ' | ' | ' | ' | ' | ' | 1,882 | 0 |
Sales to related party | ' | ' | ' | ' | ' | ' | 6,798 | 11,694 | 25,844 | 35,528 | ' | ' |
Dividend received | ' | ' | ' | ' | 1,760 | 4,000 | ' | ' | ' | ' | ' | ' |
Dividend related to earnings | ' | ' | ' | ' | 809 | 1,880 | ' | ' | ' | ' | ' | ' |
Dividend related to return on Capital on investment made | ' | ' | $951 | $2,120 | $951 | $2,120 | ' | ' | ' | ' | ' | ' |
Business_Segments_Additional_I
Business Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2014 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segments | 4 |
Business_Segments_Information_
Business Segments - Information on Company's Business Segments (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Sales to external customers | $780,954 | $764,057 | $2,476,113 | $2,296,341 | ' |
Intersegment sales | 0 | 0 | 0 | 0 | ' |
Segment profit (loss) | 41,096 | 24,753 | 93,193 | 90,865 | ' |
Restructuring | 4,845 | 1,907 | 11,690 | 7,755 | ' |
Segment assets | 2,165,747 | ' | 2,165,747 | ' | 2,102,754 |
Reportable Geographical Components [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Sales to external customers | 780,954 | 764,057 | 2,476,113 | 2,296,341 | ' |
Reportable Geographical Components [Member] | North America [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Sales to external customers | 413,486 | 408,615 | 1,298,278 | 1,191,521 | ' |
Intersegment sales | 3,488 | 2,121 | 9,981 | 8,959 | ' |
Segment profit (loss) | 45,516 | 31,726 | 120,445 | 103,158 | ' |
Restructuring | -72 | 73 | 105 | 1,961 | ' |
Segment assets | 930,369 | ' | 930,369 | ' | 866,847 |
Reportable Geographical Components [Member] | Europe [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Sales to external customers | 265,182 | 258,028 | 879,081 | 806,182 | ' |
Intersegment sales | 2,395 | 2,440 | 6,745 | 6,837 | ' |
Segment profit (loss) | 5,497 | -7,500 | -10,548 | -14,784 | ' |
Restructuring | 4,854 | 1,517 | 11,232 | 5,476 | ' |
Segment assets | 711,351 | ' | 711,351 | ' | 680,920 |
Reportable Geographical Components [Member] | South America [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Sales to external customers | 39,967 | 43,069 | 121,139 | 138,746 | ' |
Intersegment sales | 0 | 0 | 0 | 0 | ' |
Segment profit (loss) | -11,115 | -1,838 | -17,931 | -5,760 | ' |
Restructuring | 0 | 0 | 0 | 0 | ' |
Segment assets | 122,276 | ' | 122,276 | ' | 138,469 |
Reportable Geographical Components [Member] | Asia Pacific [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Sales to external customers | 62,319 | 54,345 | 177,615 | 159,892 | ' |
Intersegment sales | 1,350 | 3,013 | 4,822 | 7,434 | ' |
Segment profit (loss) | 1,198 | 2,365 | 1,227 | 8,251 | ' |
Restructuring | 63 | 317 | 353 | 318 | ' |
Segment assets | 262,708 | ' | 262,708 | ' | 243,736 |
Eliminations and other [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Intersegment sales | -7,233 | -7,574 | -21,548 | -23,230 | ' |
Segment assets | $139,043 | ' | $139,043 | ' | $172,782 |
Financial_Instruments_Addition
Financial Instruments - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' |
Senior unsecured notes principal amount | $0 | ' | $0 | ' | $450,000 |
Senior PIK Toggle notes principal amount | 0 | ' | 0 | ' | 196,484 |
Ownership percentage by company | 51.00% | ' | 51.00% | ' | ' |
Percentage of ownership Right of Non controlling to purchase by company | 49.00% | ' | 49.00% | ' | ' |
Temporary Equity, Redemption Value | 0 | ' | 0 | ' | 0 |
Maturity date of foreign currency derivative contracts | ' | ' | 30-Apr-14 | ' | ' |
Gain (loss) related to forward contracts | 0 | 401 | -34 | -92 | ' |
Foreign exchange contract [Member] | Cash Flow Hedging [Member] | ' | ' | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' |
Notional amount of foreign currency cash flow | 20,743 | ' | 20,743 | ' | ' |
Amount reclassified from AOCI into cost of products sold | 87 | ' | 161 | ' | ' |
Forward Foreign Exchange Contracts Transaction Period | ' | ' | 31-Dec-14 | ' | ' |
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | ' | ' | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' |
Notional amount of foreign currency cash flow | 300,000 | ' | 300,000 | ' | ' |
Derivative, Maturity Date | ' | ' | 30-Sep-18 | ' | ' |
Senior Notes [Member] | ' | ' | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' |
Fair values of the Senior Notes | ' | ' | ' | ' | 477,000 |
Senior PIK Toggle Notes [Member] | ' | ' | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' |
Fair values of the Senior Notes | ' | ' | ' | ' | $197,466 |
Financial_Instruments_Fair_Val
Financial Instruments - Fair Value Hierarchy Level for Company's Liabilities Measured (Detail) (Level 2 [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Level 2 [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ' | ' |
Forward foreign exchange contracts - other current assets | $459 | $36 |
Forward foreign exchange contracts - accrued liabilities | -9 | -1 |
Interest rate swaps - other assets | 256 | 0 |
Interest rate swaps - other liabilities | ($72) | $0 |
Financial_Instruments_Location
Financial Instruments - Location and fair value of derivative instruments qualifying as cash flow hedges (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Instruments in Hedges, Assets, at Fair Value | $715 | $0 |
Derivative Instruments in Hedges, Liabilities, at Fair Value | -81 | 0 |
Foreign exchange contract [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Asset, Current | 459 | 0 |
Derivative Liability, Current | -9 | 0 |
Interest Rate Swap [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Asset | 256 | 0 |
Derivative Liability | ($72) | $0 |
Accounts_Receivable_Factoring_
Accounts Receivable Factoring - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Receivables [Abstract] | ' | ' | ' | ' |
Amount outstanding under accounts receivable transfer agreements without recourse | $106,709 | $95,642 | $106,709 | $95,642 |
Total amount of accounts receivable factored without recourse | ' | ' | 396,732 | 347,473 |
Costs incurred on sale of receivables without recourse | 990 | 720 | 2,541 | 2,049 |
Amount outstanding under accounts receivable transfer agreements with recourse | 7,097 | 13,727 | 7,097 | 13,727 |
Secured debt maturity period | ' | ' | '1 year | ' |
Total amount of accounts receivable factored with recourse | ' | ' | 45,577 | 69,809 |
Costs incurred on sale of receivables with recourse | $103 | $106 | $290 | $327 |