Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 29, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CPS | |
Entity Registrant Name | Cooper-Standard Holdings Inc. | |
Entity Central Index Key | 1,320,461 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 17,432,575 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Sales | $ 827,531 | $ 780,954 | $ 2,488,402 | $ 2,476,113 |
Cost of products sold | 679,083 | 669,701 | 2,055,124 | 2,084,492 |
Gross profit | 148,448 | 111,253 | 433,278 | 391,621 |
Selling, administration & engineering expenses | 79,065 | 67,365 | 239,455 | 228,609 |
Amortization of intangibles | 3,599 | 3,892 | 10,819 | 12,325 |
Restructuring | 8,540 | 4,845 | 34,809 | 11,690 |
Other operating profit | 0 | (18,385) | 0 | (18,385) |
Operating profit | 57,244 | 53,536 | 148,195 | 157,382 |
Interest expense, net of interest income | (9,487) | (9,405) | (27,912) | (35,332) |
Equity earnings | 911 | 1,094 | 4,042 | 4,075 |
Other income (expense), net | (3,281) | (4,129) | 9,907 | (32,932) |
Income before income taxes | 45,387 | 41,096 | 134,232 | 93,193 |
Income tax expense | 12,869 | 18,866 | 44,052 | 35,354 |
Net income | 32,518 | 22,230 | 90,180 | 57,839 |
Net (income) loss attributable to noncontrolling interests | 214 | 436 | 35 | (2,244) |
Net income attributable to Cooper-Standard Holdings Inc. | $ 32,732 | $ 22,666 | $ 90,215 | $ 55,595 |
Earnings per share | ||||
Basic | $ 1.89 | $ 1.33 | $ 5.26 | $ 3.29 |
Diluted | $ 1.78 | $ 1.23 | $ 4.92 | $ 3.07 |
Comprehensive income attributable to Cooper-Standard Holdings Inc. | ||||
Comprehensive income (loss) | $ 5,291 | $ (12,860) | $ 24,970 | $ 26,489 |
Comprehensive (income) loss attributable to noncontrolling interests | 467 | 576 | 168 | (2,257) |
Comprehensive income (loss) attributable to Cooper-Standard Holdings Inc. | $ 5,758 | $ (12,284) | $ 25,138 | $ 24,232 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 231,984 | $ 267,270 |
Accounts receivable, net | 474,757 | 377,032 |
Tooling receivable | 150,726 | 124,015 |
Inventories | 172,356 | 166,531 |
Prepaid expenses | 30,486 | 25,626 |
Other | 66,441 | 93,524 |
Total current assets | 1,126,750 | 1,053,998 |
Property, plant and equipment, net | 801,389 | 716,013 |
Goodwill | 151,955 | 135,169 |
Intangibles, net | 74,114 | 82,309 |
Deferred tax assets | 47,451 | 41,059 |
Other assets | 87,235 | 104,219 |
Total assets | 2,288,894 | 2,132,767 |
Current liabilities: | ||
Debt payable within one year | 57,986 | 36,789 |
Accounts payable | 345,216 | 322,422 |
Payroll liabilities | 128,094 | 94,986 |
Accrued liabilities | 128,773 | 75,005 |
Total current liabilities | 660,069 | 529,202 |
Long-term debt | 740,685 | 749,085 |
Pension benefits | 171,358 | 191,805 |
Postretirement benefits other than pensions | 57,630 | 60,287 |
Deferred tax liabilities | 18,063 | 5,001 |
Other liabilities | 35,846 | 44,692 |
Total liabilities | 1,683,651 | 1,580,072 |
Redeemable noncontrolling interest | 0 | 3,981 |
7% Cumulative participating convertible preferred stock, $0.001 par value, 10,000,000 shares authorized at December 31, 2014, and September 30, 2015; no shares issued and outstanding | 0 | 0 |
Equity: | ||
Common stock, $0.001 par value, 190,000,000 shares authorized at December 31, 2014 and September 30, 2015; 18,685,634 shares issued and 17,039,328 outstanding at December 31, 2014 and 19,063,350 shares issued and 17,417,044 outstanding at September 30, 2015 | 17 | 17 |
Additional paid-in capital | 510,421 | 492,959 |
Retained earnings | 285,149 | 195,233 |
Accumulated other comprehensive loss | (204,320) | (139,243) |
Total Cooper-Standard Holdings Inc. equity | 591,267 | 548,966 |
Noncontrolling interests | 13,976 | (252) |
Total equity | 605,243 | 548,714 |
Total liabilities and equity | $ 2,288,894 | $ 2,132,767 |
CONDENSED CONSOLIDATED BALANCE4
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Cumulative participating convertible preferred stock, dividend rate percentage | 7.00% | 7.00% |
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 19,063,350 | 18,685,634 |
Common stock, shares outstanding | 17,417,044 | 17,039,328 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Activities: | ||
Net income | $ 90,180 | $ 57,839 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 74,459 | 72,416 |
Amortization of intangibles | 10,819 | 12,325 |
Stock-based compensation expense | 8,348 | 10,748 |
Equity earnings, net of dividends related to earnings | (2,125) | (1,806) |
Loss on extinguishment of debt | 0 | 30,488 |
Gain on divestiture | 0 | (18,385) |
Gain on sale of investment | 0 | 1,882 |
Gain on remeasurement of previously held equity interest | (14,199) | 0 |
Deferred income taxes | 5,765 | 10,220 |
Other | 127 | 294 |
Changes in operating assets and liabilities | (63,401) | (83,539) |
Net cash provided by operating activities | 109,973 | 88,718 |
Investing activities: | ||
Capital expenditures | (129,661) | (154,299) |
Acquisition of business, net of cash acquired | (34,396) | (5,046) |
Investment in Joint Venture | (4,300) | 0 |
Return on equity investments | 0 | 951 |
Proceeds from divestiture | 0 | 44,937 |
Proceeds from sale of investment | 0 | 3,216 |
Proceeds from sale of fixed assets and other | 4,846 | 3,374 |
Net cash used in investing activities | (163,511) | (106,867) |
Financing activities: | ||
Proceeds from issuance of long-term debt, net of debt issuance costs | 0 | 737,462 |
Repurchase of Senior Notes and Senior PIK Toggle Notes | 0 | (675,615) |
Increase (decrease) in short-term debt, net | 973 | (3,717) |
Borrowings on long-term debt | 0 | 6,609 |
Principal payments on long-term debt | (6,239) | (2,202) |
Purchase of noncontrolling interests | (1,262) | 0 |
Proceeds from exercise of warrants | 8,540 | 8,492 |
Taxes withheld and paid on employees' share based payment awards | (1,330) | (4,175) |
Other | (173) | (103) |
Net cash provided by (used in) financing activities | 509 | 66,751 |
Effects of exchange rate changes on cash and cash equivalents | 17,743 | 11,883 |
Changes in cash and cash equivalents | (35,286) | 60,485 |
Cash and cash equivalents at beginning of period | 267,270 | 184,370 |
Cash and cash equivalents at end of period | $ 231,984 | $ 244,855 |
Overview
Overview | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Overview | Overview Basis of presentation Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company,” “Cooper-Standard,” “we,” “our,” or “us”), through its wholly-owned subsidiary Cooper-Standard Automotive Inc., is a leading manufacturer of sealing, fuel and brake delivery, fluid transfer and anti-vibration systems components, 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 U.S. 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, 2014 (the “ 2014 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 (“U.S. GAAP”) 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. The operating results for the interim period ended September 30, 2015 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 In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . This ASU requires an acquirer to recognize adjustments to estimated amounts identified during the measurement period in the reporting period in which the adjustment is determined and not restate prior amounts disclosed. This guidance is effective for annual and interim reporting periods beginning after December 15, 2015. 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 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . This ASU requires entities to measure most inventory at the lower of cost and net realizable value. This guidance is effective for annual and interim reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Interest: Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . This ASU changes the presentation of debt issuance costs in financial statements from an asset to a direct deduction from the related debt liability. This guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The adoption of this ASU is not expected to have a material impact on the Company's condensed consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . This ASU amends the consolidation guidance under U.S. GAAP. This guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The adoption of this ASU is not expected to have a material impact on the Company's condensed consolidated financial statements. In January 2015, the FASB issued ASU 2015-01, Income Statement: Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items . This ASU eliminates the concept of extraordinary items from U.S. GAAP. The guidance is effective for annual and interim reporting periods beginning after December 15, 2015. 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 August 2014, the FASB issued 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 and interim reporting periods ending 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. In July 2015, the FASB issued ASU 2015-14, which delays the effective date of this guidance to annual and interim reporting periods beginning after December 15, 2017. Early adoption will be permitted as of the original effective date of annual and interim reporting periods beginning after December 15, 2016. 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 Company adopted this guidance effective January 1, 2015. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial statements. |
Acquisitions Acqusitions
Acquisitions Acqusitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Acquisitions In the first quarter of 2015, the Company acquired the remaining equity interests of Metzler Automotive Profiles India Private Limited ( 26% ) and Cooper Standard Jingda Changchun Automotive Co., Ltd. ( 20% ) for a combined cash consideration of $1,262 . These acquisitions were accounted for as equity transactions in accordance with ASC Topic 810 “ Consolidations .” Also in the first quarter of 2015, the Company completed the acquisition of an additional 47.5% of Huayu-Cooper Standard Sealing Systems Co. (“Shenya”), increasing its ownership to 95% , for cash consideration of $59,320 . The final payment of $9,954 related to this acquisition was made in the second quarter of 2015. The business acquired in the transaction is operated from Shenya’s manufacturing locations in China. Shenya primarily supplies sealing systems and components to the automotive industry. This acquisition is directly aligned with the Company’s growth strategy by strengthening important customer relationships in the automotive sealing systems market. This acquisition was accounted for under ASC 805, “ Business Combinations ,” and the results of operations of Shenya are included in the Company’s consolidated financial statements from the date of acquisition, February 27, 2015. This acquisition does not meet the thresholds for a significant acquisition and therefore no pro forma financial information is presented. Prior to the acquisition, the Company held a 47.5% unconsolidated equity interest in Shenya. The estimated fair value of the equity interest at the date of acquisition was $41,378 , resulting in a gain of $14,199 recorded in other income (expense), net for the nine months ended September 30, 2015 . The fair value of the Company's previous 47.5% equity interest, 47.5% purchased and 5% noncontrolling interest in Shenya were estimated using income and market approaches based on financial analysis methodologies (including the discounted cash flow analysis), projected financial information, management's estimates, available information, and reasonable and supportable assumptions. These fair value measurements are classified within level 3 of the fair value hierarchy. The following table summarizes the estimated fair value of Shenya assets acquired and liabilities assumed at the date of acquisition, updated as of September 30, 2015 : Cash and cash equivalents $ 7,079 Accounts receivable 24,197 Inventories 12,708 Prepaid expenses 12,924 Other current assets 21,189 Property, plant, and equipment 80,914 Goodwill 18,977 Intangibles 7,367 Other assets 14,311 Total assets acquired 199,666 Debt payable within one year 19,164 Accounts payable 41,428 Other current liabilities 16,855 Other liabilities 10,029 Total liabilities assumed 87,476 Noncontrolling interest 11,709 Net assets acquired including noncontrolling interest $ 100,481 Cash and cash equivalents, accounts receivable, other current assets, accounts payable, and other current liabilities were stated at historical carrying values, which management believes approximates fair value given the short-term nature of these assets and liabilities. Inventories were recorded at fair value which is estimated for finished goods and work-in-process based upon the expected selling price less costs to complete, selling, and disposal costs, and a normal profit to the buyer. Raw material inventory was recorded at carrying value as such value approximates the replacement cost. Deferred income taxes have been provided in the condensed consolidated balance sheet based on the Company's estimates of the tax versus book basis of the estimated fair value of the assets acquired and liabilities assumed. The Company has estimated the fair value of property, plant and equipment, intangibles, other long-lived assets, certain liabilities and noncontrolling interest based upon financial estimates and projections prepared in conjunction with the transaction. These estimates are preliminary and may change in the future as information becomes available from third party valuations. The value assigned to all assets and liabilities did not exceed the acquisition price, therefore goodwill was recorded related to this transaction. In the third quarter of 2015, the Company contributed cash of $1,750 to establish a joint venture with Polyrub Extrusions (India) Private Limited. The joint venture, Polyrub Cooper Standard FTS Private Limited, is expected to increase market share and open new opportunities in the Company's fluid transfer business. The Company owns 35% of the joint venture with the remaining 65% of the joint venture owned by Polyrub Extrusions (India) Private Limited. This investment is accounted for under the equity method and is included in other assets in the accompanying condensed consolidated balance sheets. Also in the third quarter of 2015, the Company contributed cash of $2,550 to establish a joint venture with Polyfoam Asia Pte. Ltd. The joint venture, Cooper-Standard INOAC Pte. Ltd., is expected to accelerate the Company's fluid transfer systems strategy and provide better access to Japanese OEMs and add further support to global platforms. The Company owns 51% of the joint venture with the remaining 49% of the joint venture owned by Polyfoam Asia Pte. Ltd. The operating results of this joint venture are included in the Company's consolidated financial statements from the date of formation. |
Goodwill and Intangibles
Goodwill and Intangibles | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | Goodwill and Intangibles The changes in the carrying amount of goodwill by reportable operating segment for the nine months ended September 30, 2015 are summarized as follows: North America Europe South America Asia Pacific Total Balance at January 1, 2015 $ 117,609 $ 12,366 $ — $ 5,194 $ 135,169 Acquisition — — — 18,977 18,977 Foreign exchange translation (767 ) (1,001 ) — (423 ) (2,191 ) Balance at September 30, 2015 $ 116,842 $ 11,365 $ — $ 23,748 $ 151,955 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, 2015 . The following table presents intangible assets and accumulated amortization balances of the Company as of December 31, 2014 and September 30, 2015 , respectively: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 133,471 $ (59,773 ) $ 73,698 Developed technology 9,252 (6,842 ) 2,410 Other 6,701 (500 ) 6,201 Balance at December 31, 2014 $ 149,424 $ (67,115 ) $ 82,309 Customer relationships $ 132,691 $ (66,050 ) $ 66,641 Developed technology 8,948 (7,475 ) 1,473 Other 10,487 (4,487 ) 6,000 Balance at September 30, 2015 $ 152,126 $ (78,012 ) $ 74,114 Amortization expense totaled $3,892 and $3,599 for the three months ended September 30, 2014 and 2015 , respectively, and $12,325 and $10,819 for the nine months ended September 30, 2014 and 2015 , respectively. Amortization expense is estimated to be approximately $14,400 for the year ending December 31, 2015 . |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring European Initiative The Company has implemented a restructuring initiative of certain facilities in Europe based on current and anticipated market demands. The estimated cost of this initiative is approximately $125,000 and is expected to be completed by 2018. The Company has recognized $31,581 of costs related to this initiative since initiation in the first quarter of 2015. The restructuring effort aims to further improve the Company's European capability by removing excess capacity, improving cost structure and shifting some production to its Eastern European facilities. Actions include consolidation of operations to improve efficiencies and closure or downsizing of certain facilities with high costs and unutilized capacity in Western Europe, including Germany and France. A previous European restructuring initiative has been combined with this new initiative. The following table summarizes the restructuring expense for the three and nine months ended September 30, 2014 and 2015 : Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2014 2015 Employee separation costs $ 1,730 $ 2,204 $ 2,773 $ 17,271 Other exit costs 3,095 4,877 8,445 13,882 Asset impairments — — — 428 $ 4,825 $ 7,081 $ 11,218 $ 31,581 The following table summarizes the activity in the restructuring liability for this initiative for the nine months ended September 30, 2015 : Employee Separation Costs Other Exit Costs Asset Impairments Total Balance at January 1, 2015 $ 10,824 $ — $ — $ 10,824 Expense 17,271 13,882 428 31,581 Cash payments and foreign exchange translation (4,196 ) (12,021 ) (428 ) (16,645 ) Balance at September 30, 2015 $ 23,899 $ 1,861 $ — $ 25,760 North America Initiative In the first quarter of 2015, the Company initiated the restructure of a facility in North America. The estimated cost of this initiative is $8,500 and is expected to be completed in 2016 . For the three and nine months ended September 30, 2015 , the Company incurred costs of $1,144 and $2,864 , respectively, related to this initiative. As of September 30, 2015 , there was no liability recorded for this initiative. Other Initiatives The Company has implemented several restructuring initiatives in the current and 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. Several of these initiatives are substantially complete, however, the Company continues to incur costs on some of these initiatives related principally to the disposal of certain facilities. For the three and nine months ended September 30, 2014 , the Company incurred costs of $20 and $472 , respectively, related to these initiatives. For the three and nine months ended September 30, 2015 , the Company incurred costs of $315 and $364 , respectively, related to these initiatives. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories were comprised of the following at December 31, 2014 and September 30, 2015 : December 31, 2014 September 30, 2015 Finished goods $ 45,485 $ 45,676 Work in process 36,498 39,475 Raw materials and supplies 84,548 87,205 $ 166,531 $ 172,356 In connection with the acquisition of Shenya, inventory was written up by $1,414 to fair value in the first quarter of 2015. Such inventory was sold as of March 31, 2015 and recorded as an increase to cost of products sold. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Outstanding debt consisted of the following at December 31, 2014 and September 30, 2015 : December 31, 2014 September 30, 2015 Term loan $ 742,902 $ 737,679 Other borrowings 42,972 60,992 Total debt $ 785,874 $ 798,671 Less current portion (36,789 ) (57,986 ) Total long-term debt $ 749,085 $ 740,685 Senior ABL Facility 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 then existing senior secured asset-based revolving credit facility of the Company, dated May 27, 2010, in order to permit the Term Loan Facility (described below) and other related transactions. The Senior ABL Facility provided 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 a $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). 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 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 agreed 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, 2015 , subject to borrowing base availability, the Company had $180,000 in availability under the Senior ABL Facility less outstanding letters of credit of $43,069 . 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 (the “Senior PIK Toggle Notes”) 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 . As of September 30, 2015 , the principal amount of $740,625 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, 2015 , the Company had $2,946 of unamortized original issue discount. |
Pension and Postretirement Bene
Pension and Postretirement Benefits other than Pensions | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Postretirement Benefits other than Pensions | Pension and Postretirement Benefits other than Pensions The following tables disclose the amount of net periodic benefit cost (income) for the three and nine months ended September 30, 2014 and 2015 for the Company’s defined benefit plans and other postretirement benefit plans: Pension Benefits Three Months Ended September 30, 2014 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 213 $ 843 $ 232 $ 868 Interest cost 3,370 1,775 3,084 1,261 Expected return on plan assets (4,764 ) (970 ) (4,421 ) (830 ) Amortization of prior service cost and recognized actuarial loss 16 222 276 665 Other — — — 114 Net periodic benefit cost (income) $ (1,165 ) $ 1,870 $ (829 ) $ 2,078 Pension Benefits Nine Months Ended September 30, 2014 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 639 $ 2,571 $ 696 $ 2,633 Interest cost 10,110 5,389 9,252 3,845 Expected return on plan assets (14,292 ) (2,900 ) (13,263 ) (2,559 ) Amortization of prior service cost and recognized actuarial loss 48 683 828 2,012 Other — — — 355 Net periodic benefit cost (income) $ (3,495 ) $ 5,743 $ (2,487 ) $ 6,286 Other Postretirement Benefits Three Months Ended September 30, 2014 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 106 $ 138 $ 109 $ 93 Interest cost 397 191 353 165 Amortization of prior service credit and recognized actuarial gain (481 ) (73 ) (396 ) (5 ) Other 6 — 6 — Net periodic benefit cost $ 28 $ 256 $ 72 $ 253 Other Postretirement Benefits Nine Months Ended September 30, 2014 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 318 $ 412 $ 327 $ 290 Interest cost 1,191 569 1,059 516 Amortization of prior service credit and recognized actuarial gain (1,443 ) (217 ) (1,188 ) (15 ) Other 18 — 18 — Net periodic benefit cost $ 84 $ 764 $ 216 $ 791 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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, 2015 was 28% and 33% , respectively. The effective 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, 2015 compared to the three and nine months ended September 30, 2014 is lower primarily due to a discrete tax expense related to an uncertain tax position recorded in one of the Company's foreign subsidiaries in the three months ended September 30, 2014 . The income tax rate for the three and nine months ended September 30, 2015 varies from statutory rates due primarily to 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 Comprehensive
Accumulated Other Comprehensive Income (Loss), Equity and Redeemable Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss), Equity and Redeemable Noncontrolling Interests | 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, 2014 and 2015 , net of related tax, are as follows: Three Months Ended September 30, 2014 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Accumulated other comprehensive loss 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 ) (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) . Three Months Ended September 30, 2015 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Accumulated other comprehensive loss Balance at July 1, 2015 $ (92,364 ) $ (82,040 ) $ (2,942 ) $ (177,346 ) Other comprehensive income (loss) before reclassifications (1) (27,474 ) 481 (784 ) (27,777 ) Amounts reclassified from accumulated other comprehensive income (loss) — 390 413 803 Net current period other comprehensive income (loss) (2) (27,474 ) 871 (371 ) (26,974 ) Balance at September 30, 2015 $ (119,838 ) $ (81,169 ) $ (3,313 ) $ (204,320 ) (1) Cumulative currency translation adjustment includes $4,332 of other comprehensive loss related to intra-entity foreign currency transactions that are of a long-term investment nature. (2) Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of $(211) . Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $170 . Nine Months Ended September 30, 2014 Cumulative currency translation adjustment Benefit plan Unrealized gain on investment securities (1) Fair value change of derivatives Accumulated other comprehensive loss 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) (2) (33,477 ) 1,667 — 447 (31,363 ) Balance at September 30, 2014 $ (27,765 ) $ (31,739 ) $ — $ 447 $ (59,057 ) (1) The unrealized gain on investment securities that was reclassified out of accumulated other comprehensive income (loss) related to the gain on sale of investment of $1,882 , which is recorded in other income (expense), net, less income tax expense of $736 . (2) 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) . Nine Months Ended September 30, 2015 Cumulative currency translation adjustment (1) Benefit plan Fair value change of derivatives Accumulated other comprehensive loss Balance at January 1, 2015 $ (50,371 ) $ (86,861 ) $ (2,011 ) $ (139,243 ) Other comprehensive income (loss) before reclassifications (2) (67,858 ) 4,502 (1,903 ) (65,259 ) Amounts reclassified from accumulated other comprehensive income (loss) (1,609 ) 1,190 601 182 Net current period other comprehensive income (loss) (3) (69,467 ) 5,692 (1,302 ) (65,077 ) Balance at September 30, 2015 $ (119,838 ) $ (81,169 ) $ (3,313 ) $ (204,320 ) (1) Includes $300 reclassed to paid-in capital related to the purchase of noncontrolling interests. (2) Cumulative currency translation adjustment includes $18,265 of other comprehensive loss related to intra-entity foreign currency transactions that are of a long-term investment nature. (3) Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of $(755) . Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $830 . The reclassifications out of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2014 and 2015 are as follows: Gain (loss) reclassified Three Months Ended September 30, Nine Months Ended September 30, Details about accumulated other comprehensive income (loss) components 2014 2015 2014 2015 Location of gain (loss) reclassified into income Cumulative currency translation adjustment $ — $ — $ — $ 1,609 Other income (expense), net Fair value change of derivatives Foreign exchange contracts $ 87 $ (635 ) $ 161 $ (925 ) Cost of products sold 87 (635 ) 161 (925 ) Income before income taxes (39 ) 222 (63 ) 324 Income tax expense $ 48 $ (413 ) $ 98 $ (601 ) Consolidated net income Amortization of defined benefit and other postretirement benefit plans Prior service credits $ 10 $ 72 $ 261 $ 244 (1) Actuarial gains (losses) 254 (606 ) 704 (1,871 ) (1) 264 (534 ) 965 (1,627 ) Income before income taxes (150 ) 144 (434 ) 437 Income tax expense $ 114 $ (390 ) $ 531 $ (1,190 ) Consolidated net income Total reclassifications for the period $ 162 $ (803 ) $ 629 $ (182 ) (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. (See Note 7. “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, 2015 : Cooper-Standard Holdings Inc. Noncontrolling Interests Total Equity Redeemable Noncontrolling Interest Equity at January 1, 2015 $ 548,966 $ (252 ) $ 548,714 $ 3,981 Net income (loss) 90,215 10 90,225 (45 ) Warrant exercise (1) 8,595 — 8,595 — Other comprehensive loss (65,077 ) (133 ) (65,210 ) — Stock-based compensation, net 5,814 — 5,814 — Acquisitions — 14,159 14,159 — Shares issued under stock option plans (1) (108 ) — (108 ) — Purchase of noncontrolling interest 2,862 192 3,054 (3,936 ) Equity at September 30, 2015 $ 591,267 $ 13,976 $ 605,243 $ — (1) The Company issued 314,528 shares in connection with the exercise of warrants and 15,281 shares under stock option plans during the nine months ended September 30, 2015 . |
Net Income Per Share Attributab
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. | 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. 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, 2014 2015 2014 2015 Net income attributable to Cooper-Standard Holdings Inc. $ 22,666 $ 32,732 $ 55,595 $ 90,215 Decrease in fair value of share-based awards (18 ) (17 ) — — Diluted net income available to Cooper-Standard Holdings Inc. common stockholders $ 22,648 $ 32,715 $ 55,595 $ 90,215 Basic weighted average shares of common stock outstanding 17,066,067 17,294,155 16,882,229 17,137,331 Dilutive effect of: Restricted common stock 169,227 202,039 152,386 193,571 Warrants 944,002 703,177 996,840 763,831 Options 236,388 230,642 101,397 233,177 Diluted weighted average shares of common stock outstanding 18,415,684 18,430,013 18,132,852 18,327,910 Basic net income per share attributable to Cooper-Standard Holdings Inc. $ 1.33 $ 1.89 $ 3.29 $ 5.26 Diluted net income per share attributable to Cooper-Standard Holdings Inc. $ 1.23 $ 1.78 $ 3.07 $ 4.92 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, 2014 2015 2014 2015 Number of options 161,000 145,900 464,504 145,900 Exercise price $64.74-70.20 $64.74-70.20 $25.52-70.20 $64.74-70.20 Restricted common stock — — 42,717 — |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Under the Company's incentive plans, stock options, restricted common stock, restricted preferred stock, unrestricted common stock, restricted stock units and performance units have been granted to key employees and directors. Total compensation expense recognized was $2,919 and $3,384 for the three months ended September 30, 2014 and 2015 , respectively, and $10,748 and $8,348 for the nine months ended September 30, 2014 and 2015 , respectively. |
Other Income (Expense), Net
Other Income (Expense), Net | 9 Months Ended |
Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), Net | Other Income (Expense), Net The components of other income (expense), net are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2014 2015 Gain on remeasurement of previously held equity interest $ — $ — $ — $ 14,199 Loss on extinguishment of debt — — (30,488 ) — Foreign currency losses (4,820 ) (3,049 ) (4,022 ) (3,482 ) Losses related to forward contracts — — (34 ) — Loss on sale of receivables (462 ) (232 ) (1,423 ) (810 ) Gain on sale of investment — — 1,882 — Miscellaneous income 1,153 — 1,153 — Other income (expense), net $ (4,129 ) $ (3,281 ) $ (32,932 ) $ 9,907 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Sales to Nishikawa Standard Company (“NISCO”), a 40% owned joint venture, totaled $6,798 and $9,619 for the three months ended September 30, 2014 and 2015 , respectively, and $25,844 and $27,756 for the nine months ended September 30, 2014 and 2015 , respectively. 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 March 2015 , the Company received from NISCO a dividend of $680 , all of which was related to earnings. Sales to Shenya Sealing (Guangzhou) Company Limited (“Guangzhou”), a 51% owned joint venture, totaled $1,185 and $2,425 for the three and nine months ended September 30, 2015 , respectively. There were no sales to Guangzhou for the three and nine months ended September 30, 2014 . 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, 2015 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments 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 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, 2014 2015 2014 2015 Sales to external customers: North America $ 413,486 $ 456,352 $ 1,298,278 $ 1,327,262 Europe 265,182 247,275 879,081 784,387 South America 39,967 21,824 121,139 77,134 Asia Pacific 62,319 102,080 177,615 299,619 Consolidated $ 780,954 $ 827,531 $ 2,476,113 $ 2,488,402 Intersegment sales: North America $ 3,488 $ 3,037 $ 9,981 $ 10,933 Europe 2,395 3,103 6,745 8,523 South America — 28 — 45 Asia Pacific 1,350 2,196 4,822 5,032 Eliminations (7,233 ) (8,364 ) (21,548 ) (24,533 ) Consolidated $ — $ — $ — $ — Segment profit (loss): North America $ 45,516 $ 58,327 $ 120,445 $ 156,978 Europe 5,497 (4,766 ) (10,548 ) (6,377 ) South America (11,115 ) (7,484 ) (17,931 ) (20,114 ) Asia Pacific 1,198 (690 ) 1,227 3,745 Income before income taxes $ 41,096 $ 45,387 $ 93,193 $ 134,232 Restructuring cost included in segment profit (loss): North America $ (72 ) $ 1,342 $ 105 $ 3,062 Europe 4,854 7,134 11,232 31,683 South America — — — — Asia Pacific 63 64 353 64 Consolidated $ 4,845 $ 8,540 $ 11,690 $ 34,809 December 31, September 30, Segment assets: North America $ 885,242 $ 942,907 Europe 591,743 600,684 South America 105,547 66,775 Asia Pacific 300,302 478,454 Eliminations and other 249,933 200,074 Consolidated $ 2,132,767 $ 2,288,894 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments and Fair Value Fair values of the Term Loan Facility approximated $723,401 and $726,613 at December 31, 2014 and September 30, 2015 , respectively, based on quoted market prices, compared to the recorded value of $742,902 and $737,679 at December 31, 2014 and September 30, 2015 , respectively. This fair value measurement was classified within Level 1 of the fair value hierarchy. Derivative Instruments and Hedging Activities The Company uses derivative financial instruments, including forward and swap contracts, to manage its exposure 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 long-term liabilities. The Company is exposed to credit risk in the event of nonperformance by its counterparties on its derivative financial instruments. The Company mitigates this credit risk exposure by entering into agreements directly with major financial institutions with high credit standards that are expected to fully satisfy their obligations under the contracts. 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, 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, 2015 , the notional amount of these contracts was $9,443 . The amount reclassified from accumulated other comprehensive loss into cost of products sold was $635 and $925 for the three and nine months ended September 30, 2015 . These foreign currency derivative contracts consist of hedges of transactions up to December 2015 . 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, 2015 , 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 amount to be reclassified in the next twelve months is expected to be approximately $3,020 . The location and fair value of the Company's derivative instruments qualifying as cash flow hedges as of December 31, 2014 and September 30, 2015 are as follows: December 31, 2014 September 30, 2015 Other current assets: Forward foreign exchange contracts $ 370 $ 288 Interest rate swaps — 36 Other assets: Interest rate swaps 19 53 Total assets $ 389 $ 377 Accrued liabilities: Forward foreign exchange contracts $ (1,999 ) $ (906 ) Interest rate swaps (751 ) (3,056 ) Other liabilities: Interest rate swaps (903 ) (1,808 ) Total liabilities $ (3,653 ) $ (5,770 ) 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, 2014 and September 30, 2015 , are shown below: December 31, 2014 September 30, 2015 Input Forward foreign exchange contracts - other current assets $ 370 $ 288 Level 2 Forward foreign exchange contracts - accrued liabilities (1,999 ) (906 ) Level 2 Interest rate swaps - other current assets — 36 Level 2 Interest rate swaps - other assets 19 53 Level 2 Interest rate swaps - accrued liabilities (751 ) (3,056 ) Level 2 Interest rate swaps - other liabilities (903 ) (1,808 ) 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 2. "Acquisitions" and Note 4. “Restructuring.” |
Accounts Receivable Factoring
Accounts Receivable Factoring | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Accounts Receivable Factoring | 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 credit agreement governing the Term Loan Facility and Senior ABL Facility, as amended. At December 31, 2014 and September 30, 2015 , the Company had $95,951 and $69,117 , respectively, outstanding under receivable transfer agreements without recourse entered into by various locations. The total amount of accounts receivable factored were $396,732 and $207,432 for the nine months ended September 30, 2014 and 2015 , respectively. Costs incurred on the sale of receivables were $990 and $468 for the three months ended September 30, 2014 and 2015 , respectively, and $2,541 and $1,658 for the nine months ended September 30, 2014 and 2015 , 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 December 31, 2014 and September 30, 2015 , the Company had $8,292 and $4,202 , 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 $45,577 and $27,383 for the nine months ended September 30, 2014 and 2015 , respectively. Costs incurred on the sale of receivables were $103 and $38 for the three months ended September 30, 2014 and 2015 , respectively, and $290 and $115 for the nine months ended September 30, 2014 and 2015 , 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, 2015 | |
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”), through its wholly-owned subsidiary Cooper-Standard Automotive Inc., is a leading manufacturer of sealing, fuel and brake delivery, fluid transfer and anti-vibration systems components, 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 U.S. 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, 2014 (the “ 2014 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 (“U.S. GAAP”) 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. The operating results for the interim period ended September 30, 2015 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 July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . This ASU requires an acquirer to recognize adjustments to estimated amounts identified during the measurement period in the reporting period in which the adjustment is determined and not restate prior amounts disclosed. This guidance is effective for annual and interim reporting periods beginning after December 15, 2015. 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 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . This ASU requires entities to measure most inventory at the lower of cost and net realizable value. This guidance is effective for annual and interim reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Interest: Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . This ASU changes the presentation of debt issuance costs in financial statements from an asset to a direct deduction from the related debt liability. This guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The adoption of this ASU is not expected to have a material impact on the Company's condensed consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . This ASU amends the consolidation guidance under U.S. GAAP. This guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The adoption of this ASU is not expected to have a material impact on the Company's condensed consolidated financial statements. In January 2015, the FASB issued ASU 2015-01, Income Statement: Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items . This ASU eliminates the concept of extraordinary items from U.S. GAAP. The guidance is effective for annual and interim reporting periods beginning after December 15, 2015. 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 August 2014, the FASB issued 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 and interim reporting periods ending 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. In July 2015, the FASB issued ASU 2015-14, which delays the effective date of this guidance to annual and interim reporting periods beginning after December 15, 2017. Early adoption will be permitted as of the original effective date of annual and interim reporting periods beginning after December 15, 2016. 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 Company adopted this guidance effective January 1, 2015. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the estimated fair value of Shenya assets acquired and liabilities assumed at the date of acquisition, updated as of September 30, 2015 : Cash and cash equivalents $ 7,079 Accounts receivable 24,197 Inventories 12,708 Prepaid expenses 12,924 Other current assets 21,189 Property, plant, and equipment 80,914 Goodwill 18,977 Intangibles 7,367 Other assets 14,311 Total assets acquired 199,666 Debt payable within one year 19,164 Accounts payable 41,428 Other current liabilities 16,855 Other liabilities 10,029 Total liabilities assumed 87,476 Noncontrolling interest 11,709 Net assets acquired including noncontrolling interest $ 100,481 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 are summarized as follows: North America Europe South America Asia Pacific Total Balance at January 1, 2015 $ 117,609 $ 12,366 $ — $ 5,194 $ 135,169 Acquisition — — — 18,977 18,977 Foreign exchange translation (767 ) (1,001 ) — (423 ) (2,191 ) Balance at September 30, 2015 $ 116,842 $ 11,365 $ — $ 23,748 $ 151,955 |
Intangible Assets and Accumulated Amortization Balances | The following table presents intangible assets and accumulated amortization balances of the Company as of December 31, 2014 and September 30, 2015 , respectively: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 133,471 $ (59,773 ) $ 73,698 Developed technology 9,252 (6,842 ) 2,410 Other 6,701 (500 ) 6,201 Balance at December 31, 2014 $ 149,424 $ (67,115 ) $ 82,309 Customer relationships $ 132,691 $ (66,050 ) $ 66,641 Developed technology 8,948 (7,475 ) 1,473 Other 10,487 (4,487 ) 6,000 Balance at September 30, 2015 $ 152,126 $ (78,012 ) $ 74,114 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Activity of Restructuring | The following table summarizes the activity in the restructuring liability for this initiative for the nine months ended September 30, 2015 : Employee Separation Costs Other Exit Costs Asset Impairments Total Balance at January 1, 2015 $ 10,824 $ — $ — $ 10,824 Expense 17,271 13,882 428 31,581 Cash payments and foreign exchange translation (4,196 ) (12,021 ) (428 ) (16,645 ) Balance at September 30, 2015 $ 23,899 $ 1,861 $ — $ 25,760 |
Restructuring Charges [Member] | |
Summary of Activity of Restructuring | The following table summarizes the restructuring expense for the three and nine months ended September 30, 2014 and 2015 : Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2014 2015 Employee separation costs $ 1,730 $ 2,204 $ 2,773 $ 17,271 Other exit costs 3,095 4,877 8,445 13,882 Asset impairments — — — 428 $ 4,825 $ 7,081 $ 11,218 $ 31,581 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories were comprised of the following at December 31, 2014 and September 30, 2015 : December 31, 2014 September 30, 2015 Finished goods $ 45,485 $ 45,676 Work in process 36,498 39,475 Raw materials and supplies 84,548 87,205 $ 166,531 $ 172,356 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Outstanding Debt | Outstanding debt consisted of the following at December 31, 2014 and September 30, 2015 : December 31, 2014 September 30, 2015 Term loan $ 742,902 $ 737,679 Other borrowings 42,972 60,992 Total debt $ 785,874 $ 798,671 Less current portion (36,789 ) (57,986 ) Total long-term debt $ 749,085 $ 740,685 |
Pension and Postretirement Be28
Pension and Postretirement Benefits other than Pensions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 (income) for the three and nine months ended September 30, 2014 and 2015 for the Company’s defined benefit plans and other postretirement benefit plans: Pension Benefits Three Months Ended September 30, 2014 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 213 $ 843 $ 232 $ 868 Interest cost 3,370 1,775 3,084 1,261 Expected return on plan assets (4,764 ) (970 ) (4,421 ) (830 ) Amortization of prior service cost and recognized actuarial loss 16 222 276 665 Other — — — 114 Net periodic benefit cost (income) $ (1,165 ) $ 1,870 $ (829 ) $ 2,078 Pension Benefits Nine Months Ended September 30, 2014 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 639 $ 2,571 $ 696 $ 2,633 Interest cost 10,110 5,389 9,252 3,845 Expected return on plan assets (14,292 ) (2,900 ) (13,263 ) (2,559 ) Amortization of prior service cost and recognized actuarial loss 48 683 828 2,012 Other — — — 355 Net periodic benefit cost (income) $ (3,495 ) $ 5,743 $ (2,487 ) $ 6,286 Other Postretirement Benefits Three Months Ended September 30, 2014 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 106 $ 138 $ 109 $ 93 Interest cost 397 191 353 165 Amortization of prior service credit and recognized actuarial gain (481 ) (73 ) (396 ) (5 ) Other 6 — 6 — Net periodic benefit cost $ 28 $ 256 $ 72 $ 253 Other Postretirement Benefits Nine Months Ended September 30, 2014 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 318 $ 412 $ 327 $ 290 Interest cost 1,191 569 1,059 516 Amortization of prior service credit and recognized actuarial gain (1,443 ) (217 ) (1,188 ) (15 ) Other 18 — 18 — Net periodic benefit cost $ 84 $ 764 $ 216 $ 791 |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Income , Equity and Redeemable Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2014 and 2015 , net of related tax, are as follows: Three Months Ended September 30, 2014 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Accumulated other comprehensive loss 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 ) (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) . Three Months Ended September 30, 2015 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Accumulated other comprehensive loss Balance at July 1, 2015 $ (92,364 ) $ (82,040 ) $ (2,942 ) $ (177,346 ) Other comprehensive income (loss) before reclassifications (1) (27,474 ) 481 (784 ) (27,777 ) Amounts reclassified from accumulated other comprehensive income (loss) — 390 413 803 Net current period other comprehensive income (loss) (2) (27,474 ) 871 (371 ) (26,974 ) Balance at September 30, 2015 $ (119,838 ) $ (81,169 ) $ (3,313 ) $ (204,320 ) (1) Cumulative currency translation adjustment includes $4,332 of other comprehensive loss related to intra-entity foreign currency transactions that are of a long-term investment nature. (2) Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of $(211) . Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $170 . Nine Months Ended September 30, 2014 Cumulative currency translation adjustment Benefit plan Unrealized gain on investment securities (1) Fair value change of derivatives Accumulated other comprehensive loss 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) (2) (33,477 ) 1,667 — 447 (31,363 ) Balance at September 30, 2014 $ (27,765 ) $ (31,739 ) $ — $ 447 $ (59,057 ) (1) The unrealized gain on investment securities that was reclassified out of accumulated other comprehensive income (loss) related to the gain on sale of investment of $1,882 , which is recorded in other income (expense), net, less income tax expense of $736 . (2) 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) . Nine Months Ended September 30, 2015 Cumulative currency translation adjustment (1) Benefit plan Fair value change of derivatives Accumulated other comprehensive loss Balance at January 1, 2015 $ (50,371 ) $ (86,861 ) $ (2,011 ) $ (139,243 ) Other comprehensive income (loss) before reclassifications (2) (67,858 ) 4,502 (1,903 ) (65,259 ) Amounts reclassified from accumulated other comprehensive income (loss) (1,609 ) 1,190 601 182 Net current period other comprehensive income (loss) (3) (69,467 ) 5,692 (1,302 ) (65,077 ) Balance at September 30, 2015 $ (119,838 ) $ (81,169 ) $ (3,313 ) $ (204,320 ) (1) Includes $300 reclassed to paid-in capital related to the purchase of noncontrolling interests. (2) Cumulative currency translation adjustment includes $18,265 of other comprehensive loss related to intra-entity foreign currency transactions that are of a long-term investment nature. (3) Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of $(755) . Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $830 . |
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, 2014 and 2015 are as follows: Gain (loss) reclassified Three Months Ended September 30, Nine Months Ended September 30, Details about accumulated other comprehensive income (loss) components 2014 2015 2014 2015 Location of gain (loss) reclassified into income Cumulative currency translation adjustment $ — $ — $ — $ 1,609 Other income (expense), net Fair value change of derivatives Foreign exchange contracts $ 87 $ (635 ) $ 161 $ (925 ) Cost of products sold 87 (635 ) 161 (925 ) Income before income taxes (39 ) 222 (63 ) 324 Income tax expense $ 48 $ (413 ) $ 98 $ (601 ) Consolidated net income Amortization of defined benefit and other postretirement benefit plans Prior service credits $ 10 $ 72 $ 261 $ 244 (1) Actuarial gains (losses) 254 (606 ) 704 (1,871 ) (1) 264 (534 ) 965 (1,627 ) Income before income taxes (150 ) 144 (434 ) 437 Income tax expense $ 114 $ (390 ) $ 531 $ (1,190 ) Consolidated net income Total reclassifications for the period $ 162 $ (803 ) $ 629 $ (182 ) (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. (See Note 7. “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, 2015 : Cooper-Standard Holdings Inc. Noncontrolling Interests Total Equity Redeemable Noncontrolling Interest Equity at January 1, 2015 $ 548,966 $ (252 ) $ 548,714 $ 3,981 Net income (loss) 90,215 10 90,225 (45 ) Warrant exercise (1) 8,595 — 8,595 — Other comprehensive loss (65,077 ) (133 ) (65,210 ) — Stock-based compensation, net 5,814 — 5,814 — Acquisitions — 14,159 14,159 — Shares issued under stock option plans (1) (108 ) — (108 ) — Purchase of noncontrolling interest 2,862 192 3,054 (3,936 ) Equity at September 30, 2015 $ 591,267 $ 13,976 $ 605,243 $ — (1) The Company issued 314,528 shares in connection with the exercise of warrants and 15,281 shares under stock option plans during the nine months ended September 30, 2015 . |
Net Income Per Share Attribut30
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2014 2015 2014 2015 Net income attributable to Cooper-Standard Holdings Inc. $ 22,666 $ 32,732 $ 55,595 $ 90,215 Decrease in fair value of share-based awards (18 ) (17 ) — — Diluted net income available to Cooper-Standard Holdings Inc. common stockholders $ 22,648 $ 32,715 $ 55,595 $ 90,215 Basic weighted average shares of common stock outstanding 17,066,067 17,294,155 16,882,229 17,137,331 Dilutive effect of: Restricted common stock 169,227 202,039 152,386 193,571 Warrants 944,002 703,177 996,840 763,831 Options 236,388 230,642 101,397 233,177 Diluted weighted average shares of common stock outstanding 18,415,684 18,430,013 18,132,852 18,327,910 Basic net income per share attributable to Cooper-Standard Holdings Inc. $ 1.33 $ 1.89 $ 3.29 $ 5.26 Diluted net income per share attributable to Cooper-Standard Holdings Inc. $ 1.23 $ 1.78 $ 3.07 $ 4.92 |
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, 2014 2015 2014 2015 Number of options 161,000 145,900 464,504 145,900 Exercise price $64.74-70.20 $64.74-70.20 $25.52-70.20 $64.74-70.20 Restricted common stock — — 42,717 — |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2014 2015 2014 2015 Gain on remeasurement of previously held equity interest $ — $ — $ — $ 14,199 Loss on extinguishment of debt — — (30,488 ) — Foreign currency losses (4,820 ) (3,049 ) (4,022 ) (3,482 ) Losses related to forward contracts — — (34 ) — Loss on sale of receivables (462 ) (232 ) (1,423 ) (810 ) Gain on sale of investment — — 1,882 — Miscellaneous income 1,153 — 1,153 — Other income (expense), net $ (4,129 ) $ (3,281 ) $ (32,932 ) $ 9,907 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2014 2015 2014 2015 Sales to external customers: North America $ 413,486 $ 456,352 $ 1,298,278 $ 1,327,262 Europe 265,182 247,275 879,081 784,387 South America 39,967 21,824 121,139 77,134 Asia Pacific 62,319 102,080 177,615 299,619 Consolidated $ 780,954 $ 827,531 $ 2,476,113 $ 2,488,402 Intersegment sales: North America $ 3,488 $ 3,037 $ 9,981 $ 10,933 Europe 2,395 3,103 6,745 8,523 South America — 28 — 45 Asia Pacific 1,350 2,196 4,822 5,032 Eliminations (7,233 ) (8,364 ) (21,548 ) (24,533 ) Consolidated $ — $ — $ — $ — Segment profit (loss): North America $ 45,516 $ 58,327 $ 120,445 $ 156,978 Europe 5,497 (4,766 ) (10,548 ) (6,377 ) South America (11,115 ) (7,484 ) (17,931 ) (20,114 ) Asia Pacific 1,198 (690 ) 1,227 3,745 Income before income taxes $ 41,096 $ 45,387 $ 93,193 $ 134,232 Restructuring cost included in segment profit (loss): North America $ (72 ) $ 1,342 $ 105 $ 3,062 Europe 4,854 7,134 11,232 31,683 South America — — — — Asia Pacific 63 64 353 64 Consolidated $ 4,845 $ 8,540 $ 11,690 $ 34,809 December 31, September 30, Segment assets: North America $ 885,242 $ 942,907 Europe 591,743 600,684 South America 105,547 66,775 Asia Pacific 300,302 478,454 Eliminations and other 249,933 200,074 Consolidated $ 2,132,767 $ 2,288,894 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2014 and September 30, 2015 are as follows: December 31, 2014 September 30, 2015 Other current assets: Forward foreign exchange contracts $ 370 $ 288 Interest rate swaps — 36 Other assets: Interest rate swaps 19 53 Total assets $ 389 $ 377 Accrued liabilities: Forward foreign exchange contracts $ (1,999 ) $ (906 ) Interest rate swaps (751 ) (3,056 ) Other liabilities: Interest rate swaps (903 ) (1,808 ) Total liabilities $ (3,653 ) $ (5,770 ) |
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, 2014 and September 30, 2015 , are shown below: December 31, 2014 September 30, 2015 Input Forward foreign exchange contracts - other current assets $ 370 $ 288 Level 2 Forward foreign exchange contracts - accrued liabilities (1,999 ) (906 ) Level 2 Interest rate swaps - other current assets — 36 Level 2 Interest rate swaps - other assets 19 53 Level 2 Interest rate swaps - accrued liabilities (751 ) (3,056 ) Level 2 Interest rate swaps - other liabilities (903 ) (1,808 ) Level 2 |
Acquisitions Additional Informa
Acquisitions Additional Information (Details) - USD ($) $ in Thousands | Feb. 27, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | ||||||
Investment in Joint Venture | $ 4,300 | $ 0 | ||||
Purchase of noncontrolling interests | $ 1,262 | 1,262 | 0 | |||
Gain on remeasurement of previously held equity interest | $ 0 | $ 0 | 14,199 | $ 0 | ||
Metzler Automotive Profiles India [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 26.00% | |||||
Cooper Standard Jingda Changchun Automotive Co., Ltd [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 20.00% | |||||
Huayu-Cooper Standard Sealing Systems Co., Ltd. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 47.50% | |||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 95.00% | |||||
Business Combination, Consideration Transferred | 9,954 | $ 59,320 | ||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 47.50% | |||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 41,378 | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 5.00% | |||||
Cooper-Standard INOAC Pte. Ltd. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Investment in Joint Venture | 2,550 | |||||
Polyrub Cooper Standard FTS Private Limited [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Investment in Joint Venture | $ 1,750 |
Acquisitions Summary of Estimat
Acquisitions Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed at Date of Acquisition (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Feb. 27, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 151,955 | $ 135,169 | |
Huayu-Cooper Standard Sealing Systems Co., Ltd. [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 7,079 | ||
Accounts receivable | 24,197 | ||
Inventories | 12,708 | ||
Prepaid expenses | 12,924 | ||
Other current assets | 21,189 | ||
Property, plant, and equipment | 80,914 | ||
Goodwill | 18,977 | ||
Intangibles | 7,367 | ||
Other assets | 14,311 | ||
Total assets acquired | 199,666 | ||
Debt payable within one year | 19,164 | ||
Accounts payable | 41,428 | ||
Other current liabilities | 16,855 | ||
Other liabilities | 10,029 | ||
Total liabilities assumed | 87,476 | ||
Noncontrolling interest | 11,709 | ||
Net assets acquired including noncontrolling interest | $ 100,481 |
Goodwill and Intangibles - Addi
Goodwill and Intangibles - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expenses | $ 3,599 | $ 3,892 | $ 10,819 | $ 12,325 | |
Scenario, Forecast [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Amortization Expenses | $ 14,400 |
Goodwill and Intangibles - Carr
Goodwill and Intangibles - Carrying Amount of Goodwill by Reportable Operating Segment (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Line Items] | |
Goodwill, Acquired During Period | $ 18,977 |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 135,169 |
Foreign exchange translation | (2,191) |
Goodwill, Ending Balance | 151,955 |
North America [Member] | |
Goodwill [Line Items] | |
Goodwill, Acquired During Period | 0 |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 117,609 |
Foreign exchange translation | (767) |
Goodwill, Ending Balance | 116,842 |
Europe [Member] | |
Goodwill [Line Items] | |
Goodwill, Acquired During Period | 0 |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 12,366 |
Foreign exchange translation | (1,001) |
Goodwill, Ending Balance | 11,365 |
South America [Member] | |
Goodwill [Line Items] | |
Goodwill, Acquired During Period | 0 |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 0 |
Foreign exchange translation | 0 |
Goodwill, Ending Balance | 0 |
Asia Pacific [Member] | |
Goodwill [Line Items] | |
Goodwill, Acquired During Period | 18,977 |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 5,194 |
Foreign exchange translation | (423) |
Goodwill, Ending Balance | $ 23,748 |
Goodwill and Intangibles - Inta
Goodwill and Intangibles - Intangible Assets and Accumulated Amortization Balances (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 152,126 | $ 149,424 |
Accumulated Amortization | (78,012) | (67,115) |
Net Carrying Amount | 74,114 | 82,309 |
Customer relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 132,691 | 133,471 |
Accumulated Amortization | (66,050) | (59,773) |
Net Carrying Amount | 66,641 | 73,698 |
Developed technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,948 | 9,252 |
Accumulated Amortization | (7,475) | (6,842) |
Net Carrying Amount | 1,473 | 2,410 |
Other [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,487 | 6,701 |
Accumulated Amortization | (4,487) | (500) |
Net Carrying Amount | $ 6,000 | $ 6,201 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring | $ 8,540 | $ 4,845 | $ 34,809 | $ 11,690 | |
North America [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated restructuring cost for initiative | 8,500 | 8,500 | |||
Liability related to restructuring activities | 0 | 0 | |||
Europe Facilities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Aggregate expense incurred related to restructuring | 31,581 | ||||
Estimated restructuring cost for initiative | 125,000 | 125,000 | |||
Restructuring | 7,081 | 4,825 | 31,581 | 11,218 | |
Liability related to restructuring activities | 25,760 | 25,760 | $ 10,824 | ||
Other restructuring initiatives [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring | 315 | 20 | 364 | 472 | |
Employee Separation Costs [Member] | Europe Facilities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring | 2,204 | 1,730 | 17,271 | 2,773 | |
Liability related to restructuring activities | 23,899 | 23,899 | 10,824 | ||
Other Exit Costs [Member] | North America [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring | 1,144 | 2,864 | |||
Other Exit Costs [Member] | Europe Facilities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring | 4,877 | $ 3,095 | 13,882 | $ 8,445 | |
Liability related to restructuring activities | $ 1,861 | $ 1,861 | $ 0 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 8,540 | $ 4,845 | $ 34,809 | $ 11,690 |
Europe Facilities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 7,081 | 4,825 | 31,581 | 11,218 |
Restructuring and Related Cost, Incurred Cost | 31,581 | |||
Europe Facilities [Member] | Employee Separation Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 2,204 | 1,730 | 17,271 | 2,773 |
Europe Facilities [Member] | Other Exit Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 4,877 | 3,095 | 13,882 | 8,445 |
Europe Facilities [Member] | Asset Impairments [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 0 | $ 0 | $ 428 | $ 0 |
Restructuring - Summary of Acti
Restructuring - Summary of Activity of Restructuring (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 8,540 | $ 4,845 | $ 34,809 | $ 11,690 |
Europe Facilities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve, Beginning Balance | 10,824 | |||
Restructuring | 7,081 | 4,825 | 31,581 | 11,218 |
Cash payments and foreign exchange translation | (16,645) | |||
Restructuring Reserve, Ending Balance | 25,760 | 25,760 | ||
Employee Separation Costs [Member] | Europe Facilities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve, Beginning Balance | 10,824 | |||
Restructuring | 2,204 | 1,730 | 17,271 | 2,773 |
Cash payments and foreign exchange translation | (4,196) | |||
Restructuring Reserve, Ending Balance | 23,899 | 23,899 | ||
Other Exit Costs [Member] | Europe Facilities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve, Beginning Balance | 0 | |||
Restructuring | 4,877 | 3,095 | 13,882 | 8,445 |
Cash payments and foreign exchange translation | (12,021) | |||
Restructuring Reserve, Ending Balance | 1,861 | 1,861 | ||
Asset Impairments [Member] | Europe Facilities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve, Beginning Balance | 0 | |||
Restructuring | 0 | $ 0 | 428 | $ 0 |
Cash payments and foreign exchange translation | (428) | |||
Restructuring Reserve, Ending Balance | $ 0 | $ 0 |
Inventories Inventories - Addit
Inventories Inventories - Additional Information (Details) | Mar. 31, 2015USD ($) |
Inventory Disclosure [Abstract] | |
Inventory Adjustments | $ 1,414 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 45,676 | $ 45,485 |
Work in process | 39,475 | 36,498 |
Raw materials and supplies | 87,205 | 84,548 |
Inventories | $ 172,356 | $ 166,531 |
Debt - Outstanding Debt (Detail
Debt - Outstanding Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Term loan | $ 737,679 | $ 742,902 |
Other borrowings | 60,992 | 42,972 |
Total debt | 798,671 | 785,874 |
Less current portion | (57,986) | (36,789) |
Total long-term debt | $ 740,685 | $ 749,085 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 04, 2014 | Sep. 30, 2015 | Jun. 11, 2014 |
Credit Facilities [Line Items] | |||
Letters of credit outstanding | $ 43,069 | ||
Medium-term Notes [Member] | |||
Credit Facilities [Line Items] | |||
Debt Instrument, Maturity Date | Apr. 4, 2021 | ||
Aggregate principal amount | $ 750,000 | ||
Consolidated first lien debt ratio | 2.25 to 1.00 | ||
Term loan accordion feature | $ 300,000 | ||
Principle amount outstanding | $ 740,625 | ||
Debt issuance costs | 7,900 | ||
Discount on Senior PIK Toggle Notes | 3,750 | 2,946 | |
Amended Senior ABL Facility [Member] | |||
Credit Facilities [Line Items] | |||
Aggregate revolving loan availability | 150,000 | ||
Letter of credit sub-facility | 60,000 | ||
Swing line sub-facility | 25,000 | ||
Uncommitted incremental loan facility | 105,000 | ||
Total Senior ABL Facility | $ 255,000 | ||
Amendment No. 1 to Senior ABL Facility [Member] | |||
Credit Facilities [Line Items] | |||
Aggregate revolving loan availability | $ 180,000 | $ 180,000 | |
Uncommitted incremental loan facility | 75,000 | ||
Total Senior ABL Facility | $ 255,000 | ||
LIBOR [Member] | |||
Credit Facilities [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||
Base Rate [Member] | |||
Credit Facilities [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% |
Pension and Postretirement Be46
Pension and Postretirement Benefits other than Pensions - Net Periodic Benefit Cost of Defined Benefit Plans and Other Postretirement Benefit Plans (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
U.S. Pension Benefits [Member] | ||||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||||
Service cost | $ 232 | $ 213 | $ 696 | $ 639 |
Interest cost | 3,084 | 3,370 | 9,252 | 10,110 |
Expected return on plan assets | (4,421) | (4,764) | (13,263) | (14,292) |
Amortization of prior service cost (credit) and recognized actuarial loss (gain) | 276 | 16 | 828 | 48 |
Other | 0 | 0 | 0 | 0 |
Net periodic benefit cost (income) | (829) | (1,165) | (2,487) | (3,495) |
Non-U.S. Pension Benefits [Member] | ||||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||||
Service cost | 868 | 843 | 2,633 | 2,571 |
Interest cost | 1,261 | 1,775 | 3,845 | 5,389 |
Expected return on plan assets | (830) | (970) | (2,559) | (2,900) |
Amortization of prior service cost (credit) and recognized actuarial loss (gain) | 665 | 222 | 2,012 | 683 |
Other | 114 | 0 | 355 | 0 |
Net periodic benefit cost (income) | 2,078 | 1,870 | 6,286 | 5,743 |
U.S. Other Postretirement Benefits [Member] | ||||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||||
Service cost | 109 | 106 | 327 | 318 |
Interest cost | 353 | 397 | 1,059 | 1,191 |
Amortization of prior service cost (credit) and recognized actuarial loss (gain) | (396) | (481) | (1,188) | (1,443) |
Other | 6 | 6 | 18 | 18 |
Net periodic benefit cost (income) | 72 | 28 | 216 | 84 |
Non-U.S. Other Postretirement Benefits [Member] | ||||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||||
Service cost | 93 | 138 | 290 | 412 |
Interest cost | 165 | 191 | 516 | 569 |
Amortization of prior service cost (credit) and recognized actuarial loss (gain) | (5) | (73) | (15) | (217) |
Other | 0 | 0 | 0 | 0 |
Net periodic benefit cost (income) | $ 253 | $ 256 | $ 791 | $ 764 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 28.00% | 46.00% | 33.00% | 38.00% |
Accumulated Other Comprehensi48
Accumulated Other Comprehensive Income , Equity and Redeemable Noncontrolling Interests - Changes in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||||
Beginning Balance | $ (139,243) | |||
Ending Balance | $ (204,320) | (204,320) | ||
Cumulative currency translation adjustment [Member] | ||||
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||||
Beginning Balance | (92,364) | $ 9,283 | (50,371) | $ 5,712 |
Other comprehensive income (loss) before reclassifications | (27,474) | (37,048) | (67,858) | (33,477) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | (1,609) | 0 |
Net current period other comprehensive income (loss) | (27,474) | (37,048) | (69,467) | (33,477) |
Ending Balance | (119,838) | (27,765) | (119,838) | (27,765) |
Benefit plan liability [Member] | ||||
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||||
Beginning Balance | (82,040) | (33,489) | (86,861) | (33,406) |
Other comprehensive income (loss) before reclassifications | 481 | 1,864 | 4,502 | 2,198 |
Amounts reclassified from accumulated other comprehensive income (loss) | 390 | (114) | 1,190 | (531) |
Net current period other comprehensive income (loss) | 871 | 1,750 | 5,692 | 1,667 |
Ending Balance | (81,169) | (31,739) | (81,169) | (31,739) |
Unrealized gains on investment securities [Member] | ||||
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||||
Beginning Balance | 0 | |||
Other comprehensive income (loss) before reclassifications | 1,146 | |||
Amounts reclassified from accumulated other comprehensive income (loss) | (1,146) | |||
Net current period other comprehensive income (loss) | 0 | |||
Ending Balance | 0 | 0 | ||
Fair value change of derivatives [Member] | ||||
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||||
Beginning Balance | (2,942) | 99 | (2,011) | 0 |
Other comprehensive income (loss) before reclassifications | (784) | 396 | (1,903) | 545 |
Amounts reclassified from accumulated other comprehensive income (loss) | 413 | (48) | 601 | (98) |
Net current period other comprehensive income (loss) | (371) | 348 | (1,302) | 447 |
Ending Balance | (3,313) | 447 | (3,313) | 447 |
Accumulated other comprehensive loss [Member] | ||||
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||||
Beginning Balance | (177,346) | (24,107) | (139,243) | (27,694) |
Other comprehensive income (loss) before reclassifications | (27,777) | (34,788) | (65,259) | (29,588) |
Amounts reclassified from accumulated other comprehensive income (loss) | 803 | (162) | 182 | (1,775) |
Net current period other comprehensive income (loss) | (26,974) | (34,950) | (65,077) | (31,363) |
Ending Balance | $ (204,320) | $ (59,057) | $ (204,320) | $ (59,057) |
Accumulated Other Comprehensi49
Accumulated Other Comprehensive Income , Equity and Redeemable Noncontrolling Interests - Changes in Accumulated Other Comprehensive Income (Loss) (Paranthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Equity [Abstract] | ||||
Other comprehensive income (loss) related to benefit plan liability, tax | $ (211) | $ (87) | $ (755) | $ (143) |
Other comprehensive income (loss) related to fair value change of derivatives, tax | 170 | $ (113) | 830 | (194) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 300 | |||
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 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax | $ 4,332 | $ 18,265 |
Accumulated Other Comprehensi50
Accumulated Other Comprehensive Income , Equity and Redeemable Noncontrolling Interests - Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax | $ 0 | $ 0 | $ 1,609 | $ 0 |
Fair value change of derivatives | ||||
Fair value change of derivatives, Income before income taxes | (635) | 87 | (925) | 161 |
Fair value change of derivatives, Income tax expense | 222 | (39) | 324 | (63) |
Fair value change of derivatives, Consolidated net income | (413) | 48 | (601) | 98 |
Amortization of defined benefit and other postretirement benefit plans | ||||
Amortization of defined benefit and other postretirement benefit plans, Prior service credits | 72 | 10 | 244 | 261 |
Amortization of defined benefit andother postretirement benefit plans, Actuarial gains (losses) | (606) | 254 | (1,871) | 704 |
Amortization of defined benefit and other postretirement benefit plans, Income before income taxes | (534) | 264 | (1,627) | 965 |
Amortization of defined benefit and other postretirement benefit plans, Income tax expense | 144 | (150) | 437 | (434) |
Amortization of defined benefit and other postretirement benefit plans, Consolidated net income | (390) | 114 | (1,190) | 531 |
Total reclassifications for the period | (803) | 162 | (182) | 629 |
Cost of products sold [Member] | Foreign exchange contract [Member] | ||||
Fair value change of derivatives | ||||
Fair value change of derivatives, Income before income taxes | $ (635) | $ 87 | $ (925) | $ 161 |
Accumulated Other Comprehensi51
Accumulated Other Comprehensive Income , Equity and Redeemable Noncontrolling Interests - Summary of Equity and Redeemable Noncontrolling Interest Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Equity And Noncontrolling Interests [Line Items] | ||||
Equity at January 1, 2015 | $ 548,714 | |||
Net Income (Loss) Attributable to Parent | $ 32,732 | $ 22,666 | 90,215 | $ 55,595 |
Net income (loss) | 32,518 | $ 22,230 | 90,180 | 57,839 |
Warrant exercise | 8,540 | $ 8,492 | ||
Equity at September 30, 2015 | 605,243 | $ 605,243 | ||
Stock Issued During Period Value Warrant Exercised Shares | 314,528 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 15,281 | |||
Total [Member] | ||||
Equity And Noncontrolling Interests [Line Items] | ||||
Equity at January 1, 2015 | $ 548,714 | |||
Net income (loss) | 90,225 | |||
Warrant exercise | 8,595 | |||
Other comprehensive loss | (65,210) | |||
Stock-based compensation, net | 5,814 | |||
Acquisitions | 14,159 | |||
Shares issued under stock option plans | (108) | |||
Purchase of noncontrolling interest | 3,054 | |||
Equity at September 30, 2015 | 605,243 | 605,243 | ||
Parent [Member] | ||||
Equity And Noncontrolling Interests [Line Items] | ||||
Equity at January 1, 2015 | 548,966 | |||
Net income (loss) | 90,215 | |||
Warrant exercise | 8,595 | |||
Other comprehensive loss | (65,077) | |||
Stock-based compensation, net | 5,814 | |||
Acquisitions | 0 | |||
Shares issued under stock option plans | (108) | |||
Purchase of noncontrolling interest | 2,862 | |||
Equity at September 30, 2015 | 591,267 | 591,267 | ||
Noncontrolling Interest [Member] | ||||
Equity And Noncontrolling Interests [Line Items] | ||||
Equity at January 1, 2015 | (252) | |||
Net income (loss) | 10 | |||
Warrant exercise | 0 | |||
Other comprehensive loss | (133) | |||
Stock-based compensation, net | 0 | |||
Acquisitions | 14,159 | |||
Shares issued under stock option plans | 0 | |||
Purchase of noncontrolling interest | 192 | |||
Equity at September 30, 2015 | 13,976 | 13,976 | ||
Redeemable Noncontrolling Interests [Member] | ||||
Equity And Noncontrolling Interests [Line Items] | ||||
Equity at January 1, 2015 | 3,981 | |||
Net income (loss) | (45) | |||
Warrant exercise | 0 | |||
Other comprehensive loss | 0 | |||
Stock-based compensation, net | 0 | |||
Acquisitions | 0 | |||
Shares issued under stock option plans | 0 | |||
Purchase of noncontrolling interest | (3,936) | |||
Equity at September 30, 2015 | $ 0 | $ 0 |
Net Income Per Share Attribut52
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. - Basic and Diluted Net Income Per Share Attributable (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to Cooper-Standard Holdings Inc. | $ 32,732 | $ 22,666 | $ 90,215 | $ 55,595 |
Decrease in fair value of share-based awards | (17) | (18) | 0 | 0 |
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders | $ 32,715 | $ 22,648 | $ 90,215 | $ 55,595 |
Basic weighted average shares of common stock outstanding | 17,294,155 | 17,066,067 | 17,137,331 | 16,882,229 |
Dilutive effect of: | ||||
Restricted common stock | 202,039 | 169,227 | 193,571 | 152,386 |
Warrants | 703,177 | 944,002 | 763,831 | 996,840 |
Options | 230,642 | 236,388 | 233,177 | 101,397 |
Diluted weighted average shares of common stock outstanding | 18,430,013 | 18,415,684 | 18,327,910 | 18,132,852 |
Basic net income per share attributable to Cooper-Standard Holdings Inc. | $ 1.89 | $ 1.33 | $ 5.26 | $ 3.29 |
Diluted net income per share attributable to Cooper-Standard Holdings Inc. | $ 1.78 | $ 1.23 | $ 4.92 | $ 3.07 |
Net Income Per Share Attribut53
Net Income Per Share Attributable to Cooper-Standard Holdings Inc -Common stock equivalents (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
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 | 145,900 | 161,000 | 145,900 | 464,504 |
Stock Option [Member] | Minimum [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise price | $ 64.74 | $ 64.74 | $ 64.74 | $ 25.52 |
Stock Option [Member] | Maximum [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise price | $ 70.20 | $ 70.20 | $ 70.2 | $ 70.20 |
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 | 0 | 42,717 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Omnibus Incentive Plan [Member] | ||||
Stock Comp [Line Items] | ||||
Total compensation expense recognized | $ 3,384 | $ 2,919 | $ 8,348 | $ 10,748 |
Other Income (Expense), Net - D
Other Income (Expense), Net - Details of Components of Other Income Expense, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Other Income and Expenses [Abstract] | ||||
Gain on remeasurement of previously held equity interest | $ 0 | $ 0 | $ 14,199 | $ 0 |
Loss on extinguishment of debt | 0 | 0 | 0 | (30,488) |
Foreign currency losses | (3,049) | (4,820) | (3,482) | (4,022) |
Losses related to forward contracts | 0 | 0 | 0 | (34) |
Loss on sale of receivables | (232) | (462) | (810) | (1,423) |
Gain on sale of investment | 0 | 0 | 0 | 1,882 |
Miscellaneous Income | 0 | 1,153 | 0 | 1,153 |
Other income (expense), net | $ (3,281) | $ (4,129) | $ 9,907 | $ (32,932) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction Due From To Related Party [Line Items] | |||||||
Proceeds from sale of investment | $ 0 | $ 3,216 | |||||
Gain on sale of investment | $ 0 | $ 0 | 0 | 1,882 | |||
Dividend related to return on Capital on investment made | $ 0 | 951 | |||||
Nisco [Member] | |||||||
Related Party Transaction Due From To Related Party [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 40.00% | 40.00% | |||||
Sales to related party | $ 9,619 | 6,798 | $ 27,756 | 25,844 | |||
Dividend received | $ 680 | $ 1,760 | |||||
Dividend related to earnings | 809 | ||||||
Dividend related to return on Capital on investment made | $ 951 | ||||||
Guangzhou [Member] | |||||||
Related Party Transaction Due From To Related Party [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% | |||||
Sales to related party | $ 1,185 | $ 0 | $ 2,425 | $ 0 | |||
Guyoung [Member] | |||||||
Related Party Transaction Due From To Related Party [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 17.00% | ||||||
Proceeds from sale of investment | $ 3,216 | ||||||
Gain on sale of investment | $ 1,882 |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Business Segments - Information
Business Segments - Information on Company's Business Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Sales to external customers | $ 827,531 | $ 780,954 | $ 2,488,402 | $ 2,476,113 | |
Intersegment sales | 0 | 0 | 0 | 0 | |
Segment profit (loss) | 45,387 | 41,096 | 134,232 | 93,193 | |
Restructuring | 8,540 | 4,845 | 34,809 | 11,690 | |
Segment assets | 2,288,894 | 2,288,894 | $ 2,132,767 | ||
Reportable Geographical Components [Member] | North America [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Sales to external customers | 456,352 | 413,486 | 1,327,262 | 1,298,278 | |
Intersegment sales | 3,037 | 3,488 | 10,933 | 9,981 | |
Segment profit (loss) | 58,327 | 45,516 | 156,978 | 120,445 | |
Restructuring | 1,342 | (72) | 3,062 | 105 | |
Segment assets | 942,907 | 942,907 | 885,242 | ||
Reportable Geographical Components [Member] | Europe [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Sales to external customers | 247,275 | 265,182 | 784,387 | 879,081 | |
Intersegment sales | 3,103 | 2,395 | 8,523 | 6,745 | |
Segment profit (loss) | (4,766) | 5,497 | (6,377) | (10,548) | |
Restructuring | 7,134 | 4,854 | 31,683 | 11,232 | |
Segment assets | 600,684 | 600,684 | 591,743 | ||
Reportable Geographical Components [Member] | South America [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Sales to external customers | 21,824 | 39,967 | 77,134 | 121,139 | |
Intersegment sales | 28 | 0 | 45 | 0 | |
Segment profit (loss) | (7,484) | (11,115) | (20,114) | (17,931) | |
Restructuring | 0 | 0 | 0 | 0 | |
Segment assets | 66,775 | 66,775 | 105,547 | ||
Reportable Geographical Components [Member] | Asia Pacific [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Sales to external customers | 102,080 | 62,319 | 299,619 | 177,615 | |
Intersegment sales | 2,196 | 1,350 | 5,032 | 4,822 | |
Segment profit (loss) | (690) | 1,198 | 3,745 | 1,227 | |
Restructuring | 64 | 63 | 64 | 353 | |
Segment assets | 478,454 | 478,454 | 300,302 | ||
Eliminations and other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Intersegment sales | (8,364) | $ (7,233) | (24,533) | $ (21,548) | |
Segment assets | $ 200,074 | $ 200,074 | $ 249,933 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Term loan | $ 737,679 | $ 737,679 | $ 742,902 |
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 | 9,443 | 9,443 | |
Amount reclassified from AOCI into cost of products sold | 635 | $ 925 | |
Forward Foreign Exchange Contracts Transaction Period | Dec. 31, 2015 | ||
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 | Sep. 30, 2018 | ||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | 3,020 | $ 3,020 | |
Medium-term Notes [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of the term loan | $ 726,613 | $ 726,613 | $ 723,401 |
Financial Instruments - Fair Va
Financial Instruments - Fair Value Hierarchy Level for Company's Liabilities Measured (Detail) - Level 2 [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Other Current Assets [Member] | ||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Forward foreign exchange contracts - other current assets | $ 288 | $ 370 |
Interest rate swaps - other assets | 36 | 0 |
Accrued Liabilities [Member] | ||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Forward foreign exchange contracts - accrued liabilities | (906) | (1,999) |
Interest rate swaps - accrued liabilities | (3,056) | (751) |
Other Assets [Member] | ||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Interest rate swaps - other assets | 53 | 19 |
Other Liabilities [Member] | ||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Interest rate swaps - accrued liabilities | $ (1,808) | $ (903) |
Financial Instruments - Locatio
Financial Instruments - Location and fair value of derivative instruments qualifying as cash flow hedges (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Derivative Instruments in Hedges, Assets, at Fair Value | $ 377 | $ 389 |
Derivative Instruments in Hedges, Liabilities, at Fair Value | (5,770) | (3,653) |
Other Current Assets [Member] | Foreign exchange contract [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Current | 288 | 370 |
Other Current Assets [Member] | Interest Rate Swap [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Current | 36 | 0 |
Other Assets [Member] | Interest Rate Swap [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | 53 | 19 |
Accrued Liabilities [Member] | Foreign exchange contract [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Current | (906) | (1,999) |
Accrued Liabilities [Member] | Interest Rate Swap [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Current | (3,056) | (751) |
Other Liabilities [Member] | Interest Rate Swap [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability | $ (1,808) | $ (903) |
Accounts Receivable Factoring -
Accounts Receivable Factoring - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Receivables [Abstract] | |||||
Amount outstanding under accounts receivable transfer agreements without recourse | $ 69,117 | $ 69,117 | $ 95,951 | ||
Total amount of accounts receivable factored without recourse | 207,432 | $ 396,732 | |||
Costs incurred on sale of receivables without recourse | 468 | $ 990 | 1,658 | 2,541 | |
Amount outstanding under accounts receivable transfer agreements with recourse | 4,202 | $ 4,202 | $ 8,292 | ||
Secured debt maturity period | 1 year | ||||
Total amount of accounts receivable factored with recourse | $ 27,383 | 45,577 | |||
Costs incurred on sale of receivables with recourse | $ 38 | $ 103 | $ 115 | $ 290 |