Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 28, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
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 | 17,205,924 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Sales | $ 862,497 | $ 800,050 |
Cost of products sold | 702,673 | 669,178 |
Gross profit | 159,824 | 130,872 |
Selling, administration & engineering expenses | 83,395 | 76,311 |
Amortization of intangibles | 3,278 | 3,548 |
Restructuring | 10,832 | 18,840 |
Other operating loss | 155 | 0 |
Operating profit | 62,164 | 32,173 |
Interest expense, net of interest income | (9,752) | (9,157) |
Equity earnings | 1,770 | 1,776 |
Other (expense) income, net | (7,816) | 11,077 |
Income before income taxes | 46,366 | 35,869 |
Income tax expense | 15,553 | 14,741 |
Net income | 30,813 | 21,128 |
Net (income) loss attributable to noncontrolling interests | (214) | (141) |
Net income attributable to Cooper-Standard Holdings Inc. | $ 30,599 | $ 20,987 |
Earnings per share | ||
Basic (usd per share) | $ 1.75 | $ 1.23 |
Diluted (usd per share) | $ 1.64 | $ 1.15 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Net income | $ 30,813 | $ 21,128 | |
Currency translation adjustment | 18,327 | (49,061) | |
Benefit plan liabilities, net of tax | [1] | (1,724) | 5,761 |
Fair value change of derivatives, net of tax | [2] | (2,075) | (584) |
Other comprehensive income (loss), net of tax | 14,528 | (43,884) | |
Comprehensive income (loss) | 45,341 | (22,756) | |
Comprehensive loss (Income) attributable to noncontrolling interests | (275) | (250) | |
Comprehensive income (loss) attributable to Cooper-Standard Holdings Inc. | $ 45,066 | $ (23,006) | |
[1] | Other comprehensive income (loss) related to the benefit plan liabilities is net of a tax effect of $(5) and $(280) for the three months ended March 31, 2016 and 2015, respectively. | ||
[2] | Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $811 and $536 for the three months ended March 31, 2016 and 2015, respectively. |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Benefit plan liabilities, tax | $ (5) | $ (280) |
Fair value change of derivatives, tax | $ 811 | $ 536 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 313,077 | $ 378,243 |
Accounts receivable, net | 530,569 | 455,187 |
Tooling receivable | 108,798 | 102,877 |
Inventories | 157,596 | 149,645 |
Prepaid expenses | 34,830 | 30,016 |
Other | 75,924 | 73,513 |
Total current assets | 1,220,794 | 1,189,481 |
Property, plant and equipment, net | 793,360 | 765,369 |
Goodwill | 150,731 | 149,219 |
Intangibles, net | 67,159 | 70,702 |
Deferred tax assets | 47,889 | 49,299 |
Other assets | 80,692 | 80,222 |
Total assets | 2,360,625 | 2,304,292 |
Current liabilities: | ||
Debt payable within one year | 47,624 | 45,494 |
Accounts payable | 431,894 | 400,604 |
Payroll liabilities | 112,780 | 127,609 |
Accrued liabilities | 119,142 | 107,713 |
Total current liabilities | 711,440 | 681,420 |
Long-term debt | 730,821 | 732,418 |
Pension benefits | 181,832 | 176,525 |
Postretirement benefits other than pensions | 54,295 | 52,963 |
Deferred tax liabilities | 1,416 | 4,914 |
Other liabilities | 42,695 | 41,253 |
Total liabilities | 1,722,499 | 1,689,493 |
7% Cumulative participating convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Equity: | ||
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,195,156 shares issued and 17,198,850 shares outstanding at March 31, 2016, and 19,105,251 shares issued and 17,458,945 outstanding at December 31, 2015 | 17 | 17 |
Additional paid-in capital | 507,943 | 513,764 |
Retained earnings | 321,119 | 306,713 |
Accumulated other comprehensive loss | (202,598) | (217,065) |
Total Cooper-Standard Holdings Inc. equity | 626,481 | 603,429 |
Noncontrolling interests | 11,645 | 11,370 |
Total equity | 638,126 | 614,799 |
Total liabilities and equity | $ 2,360,625 | $ 2,304,292 |
CONDENSED CONSOLIDATED BALANCE6
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
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 | 19,195,156 | 19,105,251 |
Common stock, shares outstanding | 17,198,850 | 17,458,945 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Cooper Standard Holdings Inc Equity Deficit [Member] | Noncontrolling Interest [Member] |
Beginning balance (shares) at Dec. 31, 2015 | 17,458,945 | 17,458,945 | |||||
Beginning balance at Dec. 31, 2015 | $ 614,799 | $ 17 | $ 513,764 | $ 306,713 | $ (217,065) | $ 603,429 | $ 11,370 |
Shares issued under stock option plans (shares) | 6,349 | ||||||
Shares issued under stock option plans | (214) | (214) | (214) | ||||
Repurchase of common stock (shares) | (350,000) | ||||||
Repurchase of common stock | (23,800) | (8,470) | (15,330) | (23,800) | |||
Warrant exercise (shares) | 9,102 | ||||||
Warrant exercise | 248 | 248 | 248 | ||||
Share based compensation, net (shares) | 74,454 | ||||||
Share based compensation, net | 1,752 | 2,615 | (863) | 1,752 | |||
Net income | 30,813 | 30,599 | 30,599 | 214 | |||
Other comprehensive income | $ 14,528 | 14,467 | 14,467 | 61 | |||
Ending balance (shares) at Mar. 31, 2016 | 17,198,850 | 17,198,850 | |||||
Ending balance at Mar. 31, 2016 | $ 638,126 | $ 17 | $ 507,943 | $ 321,119 | $ (202,598) | $ 626,481 | $ 11,645 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Activities: | ||
Net income | $ 30,813 | $ 21,128 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 26,927 | 23,051 |
Amortization of intangibles | 3,278 | 3,548 |
Stock-based compensation expense | 4,371 | 2,629 |
Equity in earnings, net of dividends related to earnings | 1,252 | 141 |
Gain on remeasurement of previously held equity interest | 0 | (11,622) |
Deferred income taxes | (959) | 1,754 |
Other | 597 | (207) |
Changes in operating assets and liabilities | (38,365) | (49,962) |
Net cash provided by operating activities | 27,914 | (9,540) |
Investing activities: | ||
Capital expenditures | (55,090) | (51,315) |
Payments to Acquire Businesses, Net of Cash Acquired | 3,020 | 24,442 |
Proceeds from sale of fixed assets and other | (127) | 2,237 |
Net cash used in investing activities | (58,237) | (73,520) |
Financing activities: | ||
Increase (decrease) in short-term debt, net | 2,295 | (2,416) |
Principal payments on long-term debt | (2,436) | (1,891) |
Purchase of noncontrolling interests | 0 | (1,262) |
Repurchase of common stock | (23,800) | 0 |
Proceeds from exercise of warrants | 248 | 0 |
Taxes withheld and paid on employees' share based payment awards | (1,714) | (992) |
Other | 28 | (148) |
Net cash provided by (used in) financing activities | (25,379) | (6,709) |
Effects of exchange rate changes on cash and cash equivalents | (9,464) | 16,933 |
Changes in cash and cash equivalents | (65,166) | (72,836) |
Cash and cash equivalents at beginning of period | 378,243 | 267,270 |
Cash and cash equivalents at end of period | $ 313,077 | $ 194,434 |
Overview
Overview | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Overview | Overview Basis of presentation Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company” or “Cooper Standard” ), through its wholly-owned subsidiary, Cooper-Standard Automotive Inc. (“CSA U.S.”), is a leading manufacturer of sealing, fuel and brake delivery, fluid transfer, and anti-vibration systems. 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, 2015 (the “ 2015 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 March 31, 2016 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 March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The guidance simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. The guidance is effective for annual and interim reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting the guidance on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. This guidance eliminates the requirement that an investor retrospectively apply equity method accounting when an investment that it had accounted for by another method initially qualifies for the equity method. The guidance requires that an equity method investor add the cost of acquiring the additional interest to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. This guidance is effective for annual and interim reporting periods beginning after December 15, 2016. The adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The guidance revises existing U.S. GAAP by requiring lessees to recognize assets and liabilities for all leases (with an exception of short-term leases). This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. The guidance requires companies to use a modified retrospective approach upon adoption. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. In July 2015, the FASB issued 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. The Company adopted this guidance effective January 1, 2016. The adoption of this ASU did not 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 rather than at the lower of cost or market. 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 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 Company adopted this guidance effective January 1, 2016. The adoption of this ASU did not have an 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 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 consolidated financial statements. |
Acquisitions Acqusitions
Acquisitions Acqusitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions In the first quarter of 2016, the Company made an initial deposit of approximately $3,000 toward an acquisition in furtherance of the Company’s Shenya operations. The total purchase price of the acquisition is approximately $6,000 and is expected to close during the second quarter of 2016. 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 of which $24,442 was paid in the first 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. The results of operations of Shenya are included in the Company’s condensed consolidated financial statements from the date of acquisition, February 27, 2015. 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 $11,622 recorded in other (expense) income, net for the three months ended March 31, 2015 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The changes in the carrying amount of goodwill by reportable operating segment for the three months ended March 31, 2016 are summarized as follows: North America Europe Asia Pacific South America Total Balance at January 1, 2016 $ 114,109 $ 11,056 $ 24,054 $ — $ 149,219 Foreign exchange translation 823 533 156 — 1,512 Balance at March 31, 2016 $ 114,932 $ 11,589 $ 24,210 $ — $ 150,731 Goodwill 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 during the quarter ended March 31, 2016 . The following table presents intangible assets and accumulated amortization balances of the Company as of March 31, 2016 and December 31, 2015 , respectively: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 115,483 $ (64,250 ) $ 51,233 Developed technology 9,016 (8,110 ) 906 Other 16,312 (1,292 ) 15,020 Balance at March 31, 2016 $ 140,811 $ (73,652 ) $ 67,159 Customer relationships $ 115,285 $ (61,375 ) $ 53,910 Developed technology 8,854 (7,673 ) 1,181 Other 16,290 (679 ) 15,611 Balance at December 31, 2015 $ 140,429 $ (69,727 ) $ 70,702 Amortization expense totaled $3,278 and $3,548 for the three months ended March 31, 2016 and 2015 , respectively. Amortization expense is estimated to be approximately $12,300 for the year ending December 31, 2016 . |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring On an ongoing basis, the Company evaluates its business and objectives to ensure that it is properly configured and sized based on changing market conditions. Accordingly, the Company has initiated certain restructuring initiatives, including plant rationalizations and targeted workforce reduction efforts, as deemed appropriate. In addition to previously initiated actions, in January 2015, the Company announced its intention to further restructure its European manufacturing footprint based on current and anticipated market demands. The total estimated cost of this initiative, which is expected to be completed in 2017, is approximately $125,000 , of which approximately $57,000 has been incurred to date. The Company previously implemented several other restructuring initiatives, 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. While substantially complete, the Company continues to incur costs on some of these initiatives, primarily related to the disposal of the respective facilities. The Company's restructuring charges consist of severance, retention and outplacement services, and severance-related postemployment benefits (collectively, “employee separation costs”), other related exit costs and asset impairments related to restructuring activities. The following table summarizes the restructuring expense by segment for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 North America $ 960 $ 417 Europe 8,835 18,423 Asia Pacific 1,037 — South America — — Total $ 10,832 $ 18,840 The following table summarizes the activity for all restructuring initiatives for the three months ended March 31, 2016 and 2015 : Employee Separation Costs Other Exit Costs Asset Impairments Total Balance at January 1, 2016 $ 32,707 $ 1,768 $ — $ 34,475 Expense 4,524 6,308 — 10,832 Cash payments (4,827 ) (6,526 ) — (11,353 ) Foreign exchange translation and other 1,720 294 — 2,014 Balance at March 31, 2016 34,124 1,844 — 35,968 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories were comprised of the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Finished goods $ 40,039 $ 43,031 Work in process 37,132 32,863 Raw materials and supplies 80,425 73,751 $ 157,596 $ 149,645 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Outstanding debt consisted of the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Term loan (net of $5,806 and $6,096 unamortized issuance costs, respectively) $ 728,390 $ 729,841 Other borrowings 50,055 48,071 Total debt $ 778,445 $ 777,912 Less current portion (net of $1,161 and $1,161 unamortized issuance costs, respectively) (47,624 ) (45,494 ) Total long-term debt $ 730,821 $ 732,418 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 then-outstanding Senior Notes and Senior PIK Toggle 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 increased (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 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 (limited to 65% of the capital stock of any foreign subsidiaries), (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 plus an applicable margin of 3.00% or the base rate option (the highest of the Federal Funds rate, plus 0.50% , prime rate, or one-month Eurodollar rate plus 1.00% ), plus an applicable margin of 2.00% . The Term Loan Facility matures on April 4, 2021 . On April 4, 2014, the aggregate principal amount of $750,000 was fully drawn to extinguish the Senior Notes and the Senior PIK Toggle Notes and to pay related fees and expenses. 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 are amortized into interest expense over the term of the Term Loan Facility. As of March 31, 2016 , the principal amount of $728,390 was outstanding. As of March 31, 2016 , the Company had $2,679 of unamortized original issue discount. Senior ABL Facility On April 4, 2014, CS Intermediate Holdco 1 LLC (“Parent”), CSA U.S. (the “U.S. Borrower”), Cooper-Standard Automotive Canada Limited (the “Canadian Borrower”), Cooper-Standard Automotive International Holdings BV (the “European Borrower” and, together with the U.S. Borrower and Canadian Borrower, the “Borrowers”), and certain subsidiaries of the U.S. Borrower 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 agreement dated May 27, 2010, in order to permit the Term Loan Facility 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 borrowers and the lenders agree to fund such increase). On June 11, 2014, the same parties entered into Amendment No. 1 to the Senior ABL Facility, which increased the aggregate revolving loan availability to $180,000 , subject to borrowing base availability, principally by expanding a tooling receivable category of eligible borrowing base availability for the U.S. borrower and Canadian borrower. The Senior ABL Facility, as amended, also now provides for an uncommitted $75,000 incremental loan facility, for a potential total Senior ABL Facility of $255,000 (if requested by the borrowers and the lenders agree to fund such increase). No consent of any lender (other than those participating in the increase) is required to effect any such increase. As of March 31, 2016 , there were no borrowings under the Senior ABL Facility, and subject to borrowing base availability, the Company had $180,000 in availability less outstanding letters of credit of $42,593 . In April 2016, the Company issued additional $15,000 in letters of credit. |
Pension and Postretirement Bene
Pension and Postretirement Benefits other than Pensions | 3 Months Ended |
Mar. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Postretirement Benefits other than Pensions | Pension and Postretirement Benefits other than Pensions The following tables disclose the components of net periodic (income) benefit cost for the three months ended March 31, 2016 and 2015 for the Company’s defined benefit plans and other postretirement benefit plans: Pension Benefits Three Months Ended March 31, 2016 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 202 $ 847 $ 232 $ 889 Interest cost 3,145 1,247 3,084 1,295 Expected return on plan assets (3,959 ) (769 ) (4,421 ) (860 ) Amortization of prior service cost and actuarial loss 429 547 276 679 Other — — — 120 Net periodic (income) benefit cost $ (183 ) $ 1,872 $ (829 ) $ 2,123 Other Postretirement Benefits Three Months Ended March 31, 2016 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 90 $ 90 $ 109 $ 98 Interest cost 346 164 353 175 Amortization of prior service credit and actuarial gain (507 ) (15 ) (396 ) (5 ) Other 1 — 6 — Net periodic (income) benefit cost $ (70 ) $ 239 $ 72 $ 268 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
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 months ended March 31, 2016 was 34% . The effective rate for the three months ended March 31, 2015 was 41% . The effective tax rate for the three months ended March 31, 2016 compared to the three months ended March 31, 2015 was lower primarily due to smaller losses in foreign jurisdictions where the Company cannot record a tax benefit due to valuation allowances. The income tax rate for the three months ended March 31, 2016 varies from statutory rates due primarily to income taxes on foreign earnings taxed at rates lower than the U.S. statutory rate, tax credits, income tax incentives, and other permanent items, offset by other categories of income. 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) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2016 and 2015 , net of related tax, are as follows: Three Months Ended March 31, 2016 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Total Balance at January 1, 2016 $ (130,661 ) $ (84,124 ) $ (2,280 ) $ (217,065 ) Other comprehensive income (loss) before reclassifications 18,266 (1) (2,069 ) (2,748 ) 13,449 Amounts reclassified from accumulated other comprehensive income (loss) — 345 (2) 673 (3) 1,018 Balance at March 31, 2016 $ (112,395 ) $ (85,848 ) $ (4,355 ) $ (202,598 ) (1) Includes $9,019 of other comprehensive gain related to intra-entity foreign currency balances that are of a long-term investment nature. (2) Includes actuarial losses of $553 , offset by prior service credits of $82 , net of tax of $126 . See Note 7. (3) Includes losses related to the interest rate swap of $795 included in interest expense, net of interest income, and losses related to foreign exchange contracts of $209 included in cost of products sold, net of tax of $331 . Three Months Ended March 31, 2015 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Total Balance at January 1, 2015 $ (50,371 ) $ (86,861 ) $ (2,011 ) $ (139,243 ) Other comprehensive income (loss) before reclassifications (47,261 ) (1) 5,377 (683 ) (42,567 ) Amounts reclassified from accumulated other comprehensive income (loss) (1,909 ) (2) 384 (3) 99 (4) (1,426 ) Balance at March 31, 2015 $ (99,541 ) $ (81,100 ) $ (2,595 ) $ (183,236 ) (1) Includes $13,548 of other comprehensive loss related to intra-entity foreign currency balances that are of a long-term investment nature. (2) Includes $300 reclassed to paid-in capital related to the purchase of noncontrolling interests. (3) Includes actuarial losses of $612 , offset by prior service credits of $87 , net of tax of $141 . See Note 7. (4) Includes losses related to foreign exchange contracts of $168 included in cost of products sold, net of tax of $69 . |
Net Income Per Share Attributab
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 2015 Net income attributable to Cooper-Standard Holdings Inc. $ 30,599 $ 20,987 Decrease in fair value of share-based awards — 5 Diluted net income available to Cooper-Standard Holdings Inc. common stockholders $ 30,599 $ 20,992 Basic weighted average shares of common stock outstanding 17,442,364 17,037,283 Dilutive effect of: Warrants 702,748 795,897 Options 274,038 209,237 Restricted common stock 258,298 195,035 Diluted weighted average shares of common stock outstanding 18,677,448 18,237,452 Basic net income per share attributable to Cooper-Standard Holdings Inc. $ 1.75 $ 1.23 Diluted net income per share attributable to Cooper-Standard Holdings Inc. $ 1.64 $ 1.15 The effect of certain common share 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 March 31, 2016 2015 Number of options — 303,300 Exercise price — $56.27-70.20 Restricted common stock — — |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-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 $4,371 and $2,629 for the three months ended March 31, 2016 and 2015 , respectively. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Common Stock | Common Stock In March 2016, certain selling stockholders affiliated with Silver Point Capital, L.P., Oak Hill Advisors, L.P. and Capital World Investors (the "Selling Stockholders") sold 2,278,031 shares, including overallotments, of the Company’s common stock at a public offering price of $68.00 per share, in a secondary public offering. Of the 2,278,031 shares sold in the offering, 350,000 shares were purchased by the Company for $23,800 . The Company paid the underwriting discounts and commissions payable on the shares sold by the Selling Stockholders, excluding the shares the Company repurchased, resulting in $5,900 of fees incurred for the three months ended March 31, 2016 , which is included in other (expense) income, net in the condensed consolidated statement of net income. The Company also incurred approximately $600 of other expenses related to legal and audit services for the three months ended March 31, 2016 , which is included in selling, administration & engineering expenses in the condensed consolidated statement of net income. The Company did not sell or receive any proceeds from the sales of shares by the Selling Stockholders. |
Other (Expense) Income, Net
Other (Expense) Income, Net | 3 Months Ended |
Mar. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other (Expense) Income, Net | Other (Expense) Income, Net The components of other (expense) income, net are as follows: Three Months Ended March 31, 2016 2015 Gain on remeasurement of previously held equity interest $ — $ 11,622 Secondary offering underwriting fees (5,900 ) — Foreign currency losses (1,689 ) (248 ) Loss on sale of receivables (227 ) (297 ) Other (expense) income, net $ (7,816 ) $ 11,077 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Sales to Nishikawa Standard Company (“NISCO”), a 40% -owned joint venture accounted for as an investment under the equity method, totaled $8,564 and $7,914 for the three months ended March 31, 2016 and 2015 , respectively. In March 2016 , the Company received from NISCO a dividend of $1,880 , all of which was related to earnings. 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 unconsolidated joint venture accounted for as an investment under the equity method, totaled $551 and $380 for the three months ended March 31, 2016 and 2015 , respectively. In March 2016, as part of the secondary offering, the Company paid $5,900 of fees incurred on behalf of the Selling Stockholders (see Note 12. "Common Stock"). |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments Fair Value Measurements Fair value is defined as 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, a three-tier fair value hierarchy is utilized, 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. Items Measured at Fair Value on a Recurring Basis 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 March 31, 2016 and December 31, 2015 , are shown below: March 31, 2016 December 31, 2015 Input Forward foreign exchange contracts - other current assets $ 687 $ 900 Level 2 Forward foreign exchange contracts - accrued liabilities (1,878 ) (79 ) Level 2 Interest rate swaps - other current assets 46 32 Level 2 Interest rate swaps - other assets 102 38 Level 2 Interest rate swaps - accrued liabilities (3,103 ) (2,991 ) Level 2 Interest rate swaps - other liabilities (2,569 ) (1,739 ) Level 2 Items Measured at Fair Value on a Nonrecurring 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 nonrecurring basis, which are not included in the table above. As these nonrecurring 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 nonrecurring basis see Note 2. “Acquisitions” and Note 4. “Restructuring.” Items Not Carried At Fair Value Fair values of the Term Loan Facility approximated $713,823 and $714,332 at March 31, 2016 and December 31, 2015 , respectively, based on quoted market prices, compared to the recorded value of $728,390 and $729,841 at March 31, 2016 and December 31, 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 forwards and swap contracts, to manage its exposures to fluctuations in foreign exchange and interest rates. For a fair value hedge, both the effective and ineffective, if significant, portions are recorded in earnings and reflected in the condensed consolidated statements of net income. 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 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 net income 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, 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 Canadian Dollar, the Brazilian Real and the Mexican Peso; the Euro against the Czech Koruna, the Polish Zloty, the Romanian Leu, and the U.S. Dollar. The forward contracts are used to mitigate the potential volatility to earnings and cash flow arising from changes in currency exchange rates that impact the Company’s foreign currency transactions. As of March 31, 2016 , the notional amount of these contracts was $67,106 . The amount reclassified from accumulated other comprehensive loss into cost of products sold was $209 for the three months ended March 31, 2016 . These foreign currency derivative contracts consist of hedges of transactions up to September 2016 . 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 March 31, 2016 , 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 reclassified from accumulated other comprehensive loss into interest expense, net of interest income was $795 for the three months ended March 31, 2016 . The amount to be reclassified in the next twelve months is expected to be approximately $3,056 . |
Accounts Receivable Factoring
Accounts Receivable Factoring | 3 Months Ended |
Mar. 31, 2016 | |
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. At March 31, 2016 and December 31, 2015 , the Company had $73,084 and $63,473 , respectively, outstanding under receivable transfer agreements without recourse entered into by various locations. The total amount of accounts receivable factored were $67,393 and $79,799 for the three months ended March 31, 2016 and 2015 , respectively. Costs incurred on the sale of receivables were $487 and $631 for the three months ended March 31, 2016 and 2015 , respectively. These amounts are recorded in other (expense) income, net and interest expense, net of interest income in the condensed consolidated statements of net income. At March 31, 2016 and December 31, 2015 , the Company had $6,375 and $3,433 , 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 $16,300 and $7,918 for the three months ended March 31, 2016 and 2015 , respectively. Costs incurred on the sale of receivables were $12 and $48 for the three months ended March 31, 2016 and 2015 , respectively. These amounts are recorded in other (expense) income, net and interest expense, net of interest income in the condensed consolidated statements of net income. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies On March 30, 2016, a putative class action complaint alleging conspiracy to fix the price of body sealing products used in automobiles and other light-duty vehicles was filed in Ontario against numerous automotive suppliers, including Cooper-Standard Holdings Inc., CSA U.S. and Cooper-Standard Automotive Canada Limited (“CS Defendants”) and Nishikawa Cooper LLC, a joint venture in which the Company holds a 40% interest. Plaintiffs purport to be indirect purchasers of body sealing products supplied by the CS Defendants and/or the other defendants during the relevant period. The plaintiffs seek recovery of damages against all defendants in an amount to be determined, punitive damages, as well as pre-judgment and post-judgment interest and related costs and expenses of the litigation. The Company believes the claims asserted against the CS Defendants are without merit and intends to vigorously defend against these claims. Further, the Company does not believe that there is a material loss that is probable and reasonably estimable related to these claims. |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments The Company has determined that it operates in four reportable segments, North America, Europe, Asia Pacific, and South America. The Company’s principal products within each of these segments are sealing, fuel and brake delivery, fluid transfer, 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 March 31, 2016 2015 Sales to external customers North America $ 449,701 $ 417,362 Europe 269,326 266,829 Asia Pacific 127,079 85,681 South America 16,391 30,178 Consolidated $ 862,497 $ 800,050 Intersegment sales North America $ 3,649 $ 4,050 Europe 3,351 2,973 Asia Pacific 1,319 1,178 South America 2 — Eliminations (8,321 ) (8,201 ) Consolidated $ — $ — Segment profit (loss) North America $ 54,277 $ 43,012 Europe (2,597 ) (4,438 ) Asia Pacific 2,505 2,426 South America (7,819 ) (5,131 ) Consolidated $ 46,366 $ 35,869 March 31, December 31, Segment assets North America $ 894,199 $ 864,647 Europe 644,769 631,309 Asia Pacific 515,784 508,704 South America 45,111 39,117 Eliminations and other 260,762 260,515 Consolidated $ 2,360,625 $ 2,304,292 |
Overview (Policies)
Overview (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company” or “Cooper Standard” ), through its wholly-owned subsidiary, Cooper-Standard Automotive Inc. (“CSA U.S.”), is a leading manufacturer of sealing, fuel and brake delivery, fluid transfer, and anti-vibration systems. 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, 2015 (the “ 2015 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 March 31, 2016 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 March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The guidance simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. The guidance is effective for annual and interim reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting the guidance on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. This guidance eliminates the requirement that an investor retrospectively apply equity method accounting when an investment that it had accounted for by another method initially qualifies for the equity method. The guidance requires that an equity method investor add the cost of acquiring the additional interest to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. This guidance is effective for annual and interim reporting periods beginning after December 15, 2016. The adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The guidance revises existing U.S. GAAP by requiring lessees to recognize assets and liabilities for all leases (with an exception of short-term leases). This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. The guidance requires companies to use a modified retrospective approach upon adoption. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. In July 2015, the FASB issued 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. The Company adopted this guidance effective January 1, 2016. The adoption of this ASU did not 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 rather than at the lower of cost or market. 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 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 Company adopted this guidance effective January 1, 2016. The adoption of this ASU did not have an 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 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 consolidated financial statements. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 three months ended March 31, 2016 are summarized as follows: North America Europe Asia Pacific South America Total Balance at January 1, 2016 $ 114,109 $ 11,056 $ 24,054 $ — $ 149,219 Foreign exchange translation 823 533 156 — 1,512 Balance at March 31, 2016 $ 114,932 $ 11,589 $ 24,210 $ — $ 150,731 |
Intangible Assets and Accumulated Amortization Balances | The following table presents intangible assets and accumulated amortization balances of the Company as of March 31, 2016 and December 31, 2015 , respectively: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 115,483 $ (64,250 ) $ 51,233 Developed technology 9,016 (8,110 ) 906 Other 16,312 (1,292 ) 15,020 Balance at March 31, 2016 $ 140,811 $ (73,652 ) $ 67,159 Customer relationships $ 115,285 $ (61,375 ) $ 53,910 Developed technology 8,854 (7,673 ) 1,181 Other 16,290 (679 ) 15,611 Balance at December 31, 2015 $ 140,429 $ (69,727 ) $ 70,702 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Summary of Activity of Restructuring | The following table summarizes the restructuring expense by segment for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 North America $ 960 $ 417 Europe 8,835 18,423 Asia Pacific 1,037 — South America — — Total $ 10,832 $ 18,840 |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes the activity for all restructuring initiatives for the three months ended March 31, 2016 and 2015 : Employee Separation Costs Other Exit Costs Asset Impairments Total Balance at January 1, 2016 $ 32,707 $ 1,768 $ — $ 34,475 Expense 4,524 6,308 — 10,832 Cash payments (4,827 ) (6,526 ) — (11,353 ) Foreign exchange translation and other 1,720 294 — 2,014 Balance at March 31, 2016 34,124 1,844 — 35,968 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories were comprised of the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Finished goods $ 40,039 $ 43,031 Work in process 37,132 32,863 Raw materials and supplies 80,425 73,751 $ 157,596 $ 149,645 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Outstanding Debt | Outstanding debt consisted of the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Term loan (net of $5,806 and $6,096 unamortized issuance costs, respectively) $ 728,390 $ 729,841 Other borrowings 50,055 48,071 Total debt $ 778,445 $ 777,912 Less current portion (net of $1,161 and $1,161 unamortized issuance costs, respectively) (47,624 ) (45,494 ) Total long-term debt $ 730,821 $ 732,418 |
Pension and Postretirement Be32
Pension and Postretirement Benefits other than Pensions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Net Periodic Benefit Cost of Defined Benefit Plans and Other Postretirement Benefit Plans | The following tables disclose the components of net periodic (income) benefit cost for the three months ended March 31, 2016 and 2015 for the Company’s defined benefit plans and other postretirement benefit plans: Pension Benefits Three Months Ended March 31, 2016 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 202 $ 847 $ 232 $ 889 Interest cost 3,145 1,247 3,084 1,295 Expected return on plan assets (3,959 ) (769 ) (4,421 ) (860 ) Amortization of prior service cost and actuarial loss 429 547 276 679 Other — — — 120 Net periodic (income) benefit cost $ (183 ) $ 1,872 $ (829 ) $ 2,123 Other Postretirement Benefits Three Months Ended March 31, 2016 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 90 $ 90 $ 109 $ 98 Interest cost 346 164 353 175 Amortization of prior service credit and actuarial gain (507 ) (15 ) (396 ) (5 ) Other 1 — 6 — Net periodic (income) benefit cost $ (70 ) $ 239 $ 72 $ 268 |
Accumulated Other Comprehensi33
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2016 and 2015 , net of related tax, are as follows: Three Months Ended March 31, 2016 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Total Balance at January 1, 2016 $ (130,661 ) $ (84,124 ) $ (2,280 ) $ (217,065 ) Other comprehensive income (loss) before reclassifications 18,266 (1) (2,069 ) (2,748 ) 13,449 Amounts reclassified from accumulated other comprehensive income (loss) — 345 (2) 673 (3) 1,018 Balance at March 31, 2016 $ (112,395 ) $ (85,848 ) $ (4,355 ) $ (202,598 ) (1) Includes $9,019 of other comprehensive gain related to intra-entity foreign currency balances that are of a long-term investment nature. (2) Includes actuarial losses of $553 , offset by prior service credits of $82 , net of tax of $126 . See Note 7. (3) Includes losses related to the interest rate swap of $795 included in interest expense, net of interest income, and losses related to foreign exchange contracts of $209 included in cost of products sold, net of tax of $331 . Three Months Ended March 31, 2015 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Total Balance at January 1, 2015 $ (50,371 ) $ (86,861 ) $ (2,011 ) $ (139,243 ) Other comprehensive income (loss) before reclassifications (47,261 ) (1) 5,377 (683 ) (42,567 ) Amounts reclassified from accumulated other comprehensive income (loss) (1,909 ) (2) 384 (3) 99 (4) (1,426 ) Balance at March 31, 2015 $ (99,541 ) $ (81,100 ) $ (2,595 ) $ (183,236 ) (1) Includes $13,548 of other comprehensive loss related to intra-entity foreign currency balances that are of a long-term investment nature. (2) Includes $300 reclassed to paid-in capital related to the purchase of noncontrolling interests. (3) Includes actuarial losses of $612 , offset by prior service credits of $87 , net of tax of $141 . See Note 7. (4) Includes losses related to foreign exchange contracts of $168 included in cost of products sold, net of tax of $69 . |
Net Income Per Share Attribut34
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 2015 Net income attributable to Cooper-Standard Holdings Inc. $ 30,599 $ 20,987 Decrease in fair value of share-based awards — 5 Diluted net income available to Cooper-Standard Holdings Inc. common stockholders $ 30,599 $ 20,992 Basic weighted average shares of common stock outstanding 17,442,364 17,037,283 Dilutive effect of: Warrants 702,748 795,897 Options 274,038 209,237 Restricted common stock 258,298 195,035 Diluted weighted average shares of common stock outstanding 18,677,448 18,237,452 Basic net income per share attributable to Cooper-Standard Holdings Inc. $ 1.75 $ 1.23 Diluted net income per share attributable to Cooper-Standard Holdings Inc. $ 1.64 $ 1.15 |
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 March 31, 2016 2015 Number of options — 303,300 Exercise price — $56.27-70.20 Restricted common stock — — |
Other (Expense) Income, Net (Ta
Other (Expense) Income, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Details of Components of Other Income Expense, Net | The components of other (expense) income, net are as follows: Three Months Ended March 31, 2016 2015 Gain on remeasurement of previously held equity interest $ — $ 11,622 Secondary offering underwriting fees (5,900 ) — Foreign currency losses (1,689 ) (248 ) Loss on sale of receivables (227 ) (297 ) Other (expense) income, net $ (7,816 ) $ 11,077 |
Fair Value Measurements and F36
Fair Value Measurements and Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, 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 March 31, 2016 and December 31, 2015 , are shown below: March 31, 2016 December 31, 2015 Input Forward foreign exchange contracts - other current assets $ 687 $ 900 Level 2 Forward foreign exchange contracts - accrued liabilities (1,878 ) (79 ) Level 2 Interest rate swaps - other current assets 46 32 Level 2 Interest rate swaps - other assets 102 38 Level 2 Interest rate swaps - accrued liabilities (3,103 ) (2,991 ) Level 2 Interest rate swaps - other liabilities (2,569 ) (1,739 ) Level 2 |
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 March 31, 2016 and December 31, 2015 , are shown below: March 31, 2016 December 31, 2015 Input Forward foreign exchange contracts - other current assets $ 687 $ 900 Level 2 Forward foreign exchange contracts - accrued liabilities (1,878 ) (79 ) Level 2 Interest rate swaps - other current assets 46 32 Level 2 Interest rate swaps - other assets 102 38 Level 2 Interest rate swaps - accrued liabilities (3,103 ) (2,991 ) Level 2 Interest rate swaps - other liabilities (2,569 ) (1,739 ) Level 2 |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Information on Company's Business Segments | The following tables detail information on the Company’s business segments: Three Months Ended March 31, 2016 2015 Sales to external customers North America $ 449,701 $ 417,362 Europe 269,326 266,829 Asia Pacific 127,079 85,681 South America 16,391 30,178 Consolidated $ 862,497 $ 800,050 Intersegment sales North America $ 3,649 $ 4,050 Europe 3,351 2,973 Asia Pacific 1,319 1,178 South America 2 — Eliminations (8,321 ) (8,201 ) Consolidated $ — $ — Segment profit (loss) North America $ 54,277 $ 43,012 Europe (2,597 ) (4,438 ) Asia Pacific 2,505 2,426 South America (7,819 ) (5,131 ) Consolidated $ 46,366 $ 35,869 March 31, December 31, Segment assets North America $ 894,199 $ 864,647 Europe 644,769 631,309 Asia Pacific 515,784 508,704 South America 45,111 39,117 Eliminations and other 260,762 260,515 Consolidated $ 2,360,625 $ 2,304,292 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Feb. 27, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 3,020 | $ 24,442 | ||
Payments to Acquire Additional Interest in Subsidiaries | 0 | 1,262 | ||
Gain on remeasurement of previously held equity interest | 0 | 11,622 | ||
Series of Individually Immaterial Business Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 3,000 | |||
Huayu-Cooper Standard Sealing Systems Co., Ltd. [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Additional Interest in Subsidiaries | 24,442 | |||
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 | $ 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 | |||
Scenario, Forecast [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Total Payments to Acquire Businesses, Gross | $ 6,000 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization expenses | $ 3,278 | $ 3,548 | |
Scenario, Forecast [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Amortization Expenses | $ 12,300 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Carrying Amount of Goodwill by Reportable Operating Segment (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 149,219 |
Foreign exchange translation | 1,512 |
Goodwill, Ending Balance | 150,731 |
North America [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 114,109 |
Foreign exchange translation | 823 |
Goodwill, Ending Balance | 114,932 |
Europe [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 11,056 |
Foreign exchange translation | 533 |
Goodwill, Ending Balance | 11,589 |
South America [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 0 |
Foreign exchange translation | 0 |
Goodwill, Ending Balance | 0 |
Asia Pacific [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 24,054 |
Foreign exchange translation | 156 |
Goodwill, Ending Balance | $ 24,210 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets - Intangible Assets and Accumulated Amortization Balances (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 140,811 | $ 140,429 |
Accumulated Amortization | (73,652) | (69,727) |
Net Carrying Amount | 67,159 | 70,702 |
Customer relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 115,483 | 115,285 |
Accumulated Amortization | (64,250) | (61,375) |
Net Carrying Amount | 51,233 | 53,910 |
Developed technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,016 | 8,854 |
Accumulated Amortization | (8,110) | (7,673) |
Net Carrying Amount | 906 | 1,181 |
Other [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16,312 | 16,290 |
Accumulated Amortization | (1,292) | (679) |
Net Carrying Amount | $ 15,020 | $ 15,611 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - Europe Facilities [Member] $ in Thousands | Mar. 31, 2016USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Estimated restructuring cost for initiative | $ 125,000 |
Restructuring and Related Cost, Cost Incurred to Date | $ 57,000 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring | $ 10,832 | $ 18,840 |
North America [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring | 960 | 417 |
Europe [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring | 8,835 | 18,423 |
Asia Pacific [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring | 1,037 | 0 |
South America [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring | $ 0 | $ 0 |
Restructuring - Summary of Acti
Restructuring - Summary of Activity of Restructuring (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve, Beginning Balance | $ 34,475 | |
Restructuring | 10,832 | $ 18,840 |
Cash payments | (11,353) | |
Foreign exchange translation and other | 2,014 | |
Restructuring Reserve, Ending Balance | 35,968 | |
Employee Separation Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve, Beginning Balance | 32,707 | |
Restructuring | 4,524 | |
Cash payments | (4,827) | |
Foreign exchange translation and other | 1,720 | |
Restructuring Reserve, Ending Balance | 34,124 | |
Other Exit Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve, Beginning Balance | 1,768 | |
Restructuring | 6,308 | |
Cash payments | (6,526) | |
Foreign exchange translation and other | 294 | |
Restructuring Reserve, Ending Balance | 1,844 | |
Asset Impairments [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve, Beginning Balance | 0 | |
Restructuring | 0 | |
Cash payments | 0 | |
Foreign exchange translation and other | 0 | |
Restructuring Reserve, Ending Balance | $ 0 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 40,039 | $ 43,031 |
Work in process | 37,132 | 32,863 |
Raw materials and supplies | 80,425 | 73,751 |
Inventories | $ 157,596 | $ 149,645 |
Debt - Outstanding Debt (Detail
Debt - Outstanding Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Term loan | $ 728,390 | $ 729,841 |
Other borrowings | 50,055 | 48,071 |
Total debt | 778,445 | 777,912 |
Less current portion | (47,624) | (45,494) |
Total long-term debt | 730,821 | 732,418 |
Long-term Debt [Member] | Medium-term Notes [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized Debt Issuance Expense | 5,806 | 6,096 |
Short-term Debt [Member] | Medium-term Notes [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized Debt Issuance Expense | $ 1,161 | $ 1,161 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 04, 2014 | Mar. 31, 2016 | Apr. 20, 2016 | Jun. 11, 2014 |
Credit Facilities [Line Items] | ||||
Principle amount outstanding | $ 728,390 | |||
Letters of credit outstanding | $ 42,593 | |||
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 | |||
Debt issuance costs | 7,900 | |||
Discount on Senior PIK Toggle Notes | 3,750 | $ 2,679 | ||
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 | |||
London Interbank Offered Rate (LIBOR) [Member] | ||||
Credit Facilities [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |||
Federal Funds Effective Swap Rate [Member] | ||||
Credit Facilities [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||
Eurodollar [Member] | ||||
Credit Facilities [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||
Base Rate [Member] | ||||
Credit Facilities [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||
Subsequent Event [Member] | ||||
Credit Facilities [Line Items] | ||||
Letters of credit outstanding | $ 15,000 |
Pension and Postretirement Be48
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
U.S. Pension Benefits [Member] | ||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||
Service cost | $ 202 | $ 232 |
Interest cost | 3,145 | 3,084 |
Expected return on plan assets | (3,959) | (4,421) |
Amortization of prior service cost (credit) and recognized actuarial loss (gain) | 429 | 276 |
Other | 0 | 0 |
Net periodic benefit cost (income) | (183) | (829) |
Non-U.S. Pension Benefits [Member] | ||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||
Service cost | 847 | 889 |
Interest cost | 1,247 | 1,295 |
Expected return on plan assets | (769) | (860) |
Amortization of prior service cost (credit) and recognized actuarial loss (gain) | 547 | 679 |
Other | 0 | 120 |
Net periodic benefit cost (income) | 1,872 | 2,123 |
U.S. Other Postretirement Benefits [Member] | ||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||
Service cost | 90 | 109 |
Interest cost | 346 | 353 |
Amortization of prior service cost (credit) and recognized actuarial loss (gain) | (507) | (396) |
Other | 1 | 6 |
Net periodic benefit cost (income) | (70) | 72 |
Non-U.S. Other Postretirement Benefits [Member] | ||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||
Service cost | 90 | 98 |
Interest cost | 164 | 175 |
Amortization of prior service cost (credit) and recognized actuarial loss (gain) | (15) | (5) |
Other | 0 | 0 |
Net periodic benefit cost (income) | $ 239 | $ 268 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 34.00% | 41.00% |
Accumulated Other Comprehensi50
Accumulated Other Comprehensive Income (Loss) - Changes in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||
Beginning Balance | $ (217,065) | |
Ending Balance | (202,598) | |
Cumulative currency translation adjustment [Member] | ||
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||
Beginning Balance | (130,661) | $ (50,371) |
Other comprehensive income (loss) before reclassifications | 18,266 | (47,261) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | (1,909) |
Ending Balance | (112,395) | (99,541) |
Benefit plan liabilities [Member] | ||
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||
Beginning Balance | (84,124) | (86,861) |
Other comprehensive income (loss) before reclassifications | (2,069) | 5,377 |
Amounts reclassified from accumulated other comprehensive income (loss) | 345 | 384 |
Ending Balance | (85,848) | (81,100) |
Fair value change of derivatives [Member] | ||
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||
Beginning Balance | (2,280) | (2,011) |
Other comprehensive income (loss) before reclassifications | (2,748) | (683) |
Amounts reclassified from accumulated other comprehensive income (loss) | 673 | 99 |
Ending Balance | (4,355) | (2,595) |
Accumulated other comprehensive loss [Member] | ||
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||
Beginning Balance | (217,065) | (139,243) |
Other comprehensive income (loss) before reclassifications | 13,449 | (42,567) |
Amounts reclassified from accumulated other comprehensive income (loss) | 1,018 | (1,426) |
Ending Balance | $ (202,598) | $ (183,236) |
Accumulated Other Comprehensi51
Accumulated Other Comprehensive Income (Loss) - Changes in Accumulated Other Comprehensive Income (Loss) (Additional Information) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | $ 331 | $ 69 |
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), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax | 9,019 | (13,548) |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax | (553) | (612) |
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), before Tax | 82 | 87 |
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Tax | 126 | 141 |
Interest Rate Swap [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | (795) | |
Foreign Exchange Contract [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | $ (209) | $ (168) |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net income attributable to Cooper-Standard Holdings Inc. | $ 30,599 | $ 20,987 |
Decrease in fair value of share-based awards | 0 | 5 |
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders | $ 30,599 | $ 20,992 |
Basic weighted average shares of common stock outstanding | 17,442,364 | 17,037,283 |
Dilutive effect of: | ||
Warrants | 702,748 | 795,897 |
Options | 274,038 | 209,237 |
Restricted common stock | 258,298 | 195,035 |
Diluted weighted average shares of common stock outstanding | 18,677,448 | 18,237,452 |
Basic net income per share attributable to Cooper-Standard Holdings Inc. (usd per share) | $ 1.75 | $ 1.23 |
Diluted net income per share attributable to Cooper-Standard Holdings Inc. (usd per share) | $ 1.64 | $ 1.15 |
Net Income Per Share Attribut53
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. - Common Stock Equivalents (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
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 | 0 | 303,300 |
Stock Option [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ 0 | $ 56.27 |
Stock Option [Member] | Maximum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ 0 | $ 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 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Allocated Share-based Compensation Expense | $ 4,371 | $ 2,629 |
Common Stock (Details)
Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
Equity, Class of Treasury Stock [Line Items] | |||
Secondary Offering Shares Sold By Selling Stockholders | 2,278,031 | ||
Treasury Stock Acquired, Average Cost Per Share | $ 68 | ||
Treasury Stock, Value, Acquired, Cost Method | $ 23,800 | ||
Secondary Offering Underwriting Fees | 5,900 | $ 0 | |
Professional Fees | $ 600 | ||
Common Stock [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Treasury Stock, Shares, Acquired | 350,000 | ||
Cooper Standard Holdings Inc Equity Deficit [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Treasury Stock, Value, Acquired, Cost Method | $ 23,800 |
Other (Expense) Income, Net - D
Other (Expense) Income, Net - Details of Components of Other Income Expense, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Other Income and Expenses [Abstract] | ||
Gain on remeasurement of previously held equity interest | $ 0 | $ 11,622 |
Secondary offering underwriting fees | (5,900) | 0 |
Foreign currency losses | (1,689) | (248) |
Loss on sale of receivables | (227) | (297) |
Other income (expense), net | $ (7,816) | $ 11,077 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Related Party Transaction Due From To Related Party [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 40.00% | 40.00% | ||
Secondary Offering Underwriting Fees | $ 5,900 | $ 0 | ||
Nisco [Member] | ||||
Related Party Transaction Due From To Related Party [Line Items] | ||||
Sales to related party | $ 8,564 | 7,914 | ||
Dividend received | $ 1,880 | $ 680 | ||
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 | $ 551 | $ 380 |
Fair Value Measurements and F58
Fair Value Measurements and Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term loan | $ 728,390 | $ 729,841 |
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 | 67,106 | |
Amount reclassified from AOCI into cost of products sold | $ 209 | |
Forward Foreign Exchange Contracts Transaction Period | Sep. 30, 2016 | |
Interest Rate Swap [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest Income (Expense), Net | $ 795 | |
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 | |
Derivative, Maturity Date | Sep. 30, 2018 | |
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | $ 3,056 | |
Medium-term Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of the term loan | $ 713,823 | $ 714,332 |
Fair Value Measurements and F59
Fair Value Measurements and Financial Instruments - Fair Value Hierarchy Level for Company's Liabilities Measured (Detail) - Level 2 [Member] - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Other Current Assets [Member] | ||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Forward foreign exchange contract asset | $ 687 | $ 900 |
Interest rate swap asset | 46 | 32 |
Accrued Liabilities [Member] | ||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Forward foreign exchange contract liability | (1,878) | (79) |
Interest rate swap liability | (3,103) | (2,991) |
Other Assets [Member] | ||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Interest rate swap asset | 102 | 38 |
Other Liabilities [Member] | ||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Interest rate swap liability | $ (2,569) | $ (1,739) |
Accounts Receivable Factoring -
Accounts Receivable Factoring - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Receivables [Abstract] | |||
Amount outstanding under accounts receivable transfer agreements without recourse | $ 73,084 | $ 63,473 | |
Total amount of accounts receivable factored without recourse | 67,393 | $ 79,799 | |
Costs incurred on sale of receivables without recourse | 487 | 631 | |
Amount outstanding under accounts receivable transfer agreements with recourse | $ 6,375 | $ 3,433 | |
Secured debt maturity period | 1 year | ||
Total amount of accounts receivable factored with recourse | $ 16,300 | 7,918 | |
Costs incurred on sale of receivables with recourse | $ 12 | $ 48 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] | |
Equity Method Investment, Ownership Percentage | 40.00% |
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 | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Sales to external customers | $ 862,497 | $ 800,050 | |
Intersegment sales | 0 | 0 | |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | 46,366 | 35,869 | |
Segment assets | 2,360,625 | $ 2,304,292 | |
Reportable Geographical Components [Member] | North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales to external customers | 449,701 | 417,362 | |
Intersegment sales | 3,649 | 4,050 | |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | 54,277 | 43,012 | |
Segment assets | 894,199 | 864,647 | |
Reportable Geographical Components [Member] | Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales to external customers | 269,326 | 266,829 | |
Intersegment sales | 3,351 | 2,973 | |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | (2,597) | (4,438) | |
Segment assets | 644,769 | 631,309 | |
Reportable Geographical Components [Member] | South America [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales to external customers | 16,391 | 30,178 | |
Intersegment sales | 2 | 0 | |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | (7,819) | (5,131) | |
Segment assets | 45,111 | 39,117 | |
Reportable Geographical Components [Member] | Asia Pacific [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales to external customers | 127,079 | 85,681 | |
Intersegment sales | 1,319 | 1,178 | |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | 2,505 | 2,426 | |
Segment assets | 515,784 | 508,704 | |
Eliminations and other [Member] | |||
Segment Reporting Information [Line Items] | |||
Intersegment sales | (8,321) | $ (8,201) | |
Segment assets | $ 260,762 | $ 260,515 |