Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 26, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CPS | |
Entity Registrant Name | Cooper-Standard Holdings Inc. | |
Entity Central Index Key | 1,320,461 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 17,654,198 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Sales | $ 855,656 | $ 827,531 | $ 2,597,457 | $ 2,488,402 |
Cost of products sold | 690,984 | 679,083 | 2,101,000 | 2,055,124 |
Gross profit | 164,672 | 148,448 | 496,457 | 433,278 |
Selling, administration & engineering expenses | 92,368 | 79,065 | 268,498 | 239,455 |
Amortization of intangibles | 3,457 | 3,599 | 9,974 | 10,819 |
Restructuring | 10,430 | 8,540 | 33,468 | 34,809 |
Other operating loss | 0 | 0 | 155 | 0 |
Operating profit | 58,417 | 57,244 | 184,362 | 148,195 |
Interest expense, net of interest income | (10,114) | (9,487) | (29,861) | (27,912) |
Equity in earnings of affiliates | 1,386 | 911 | 5,823 | 4,042 |
Other (expense) income, net | (518) | (3,281) | (8,589) | 9,907 |
Income before income taxes | 49,171 | 45,387 | 151,735 | 134,232 |
Income tax expense | 12,525 | 12,869 | 43,312 | 44,052 |
Net income | 36,646 | 32,518 | 108,423 | 90,180 |
Net (income) loss attributable to noncontrolling interests | (284) | 214 | (549) | 35 |
Net income attributable to Cooper-Standard Holdings Inc. | $ 36,362 | $ 32,732 | $ 107,874 | $ 90,215 |
Earnings per share | ||||
Basic (usd per share) | $ 2.08 | $ 1.89 | $ 6.20 | $ 5.26 |
Diluted (usd per share) | $ 1.94 | $ 1.78 | $ 5.77 | $ 4.92 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Net income | $ 36,646 | $ 32,518 | $ 108,423 | $ 90,180 | |
Currency translation adjustment | 2,663 | (27,727) | 12,330 | (69,600) | |
Benefit plan liabilities, net of tax | [1] | (149) | 871 | (620) | 5,692 |
Fair value change of derivatives, net of tax | [2] | 1,881 | (371) | (605) | (1,302) |
Other comprehensive income (loss), net of tax | 4,395 | (27,227) | 11,105 | (65,210) | |
Comprehensive income | 41,041 | 5,291 | 119,528 | 24,970 | |
Comprehensive (Income) loss attributable to noncontrolling interests | (266) | 467 | (317) | 168 | |
Comprehensive income attributable to Cooper-Standard Holdings Inc. | $ 40,775 | $ 5,758 | $ 119,211 | $ 25,138 | |
[1] | Other comprehensive income (loss) related to the benefit plan liabilities is net of a tax effect of $(174) and $(211) for the three months ended September 30, 2016 and 2015, respectively, and $(250) and $(755) for the nine months ended September 30, 2016 and 2015 | ||||
[2] | Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $(676) and $170 for the three months ended September 30, 2016 and 2015, respectively, and $129 and $830 for the nine months ended September 30, 2016 and 2015 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Benefit plan liabilities, tax | $ (174) | $ (211) | $ (250) | $ (755) |
Fair value change of derivatives, tax | $ (676) | $ 170 | $ 129 | $ 830 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 360,429 | $ 378,243 |
Accounts receivable, net | 505,966 | 448,119 |
Tooling receivable | 107,068 | 102,877 |
Inventories | 161,012 | 149,645 |
Prepaid expenses | 37,998 | 30,016 |
Other | 82,924 | 80,581 |
Total current assets | 1,255,397 | 1,189,481 |
Property, plant and equipment, net | 831,987 | 765,369 |
Goodwill | 170,794 | 149,219 |
Intangible assets, net | 85,948 | 70,702 |
Deferred tax assets | 44,845 | 49,299 |
Other assets | 74,333 | 80,222 |
Total assets | 2,463,304 | 2,304,292 |
Current liabilities: | ||
Debt payable within one year | 53,139 | 45,494 |
Accounts payable | 429,357 | 400,604 |
Payroll liabilities | 129,712 | 127,609 |
Accrued liabilities | 128,016 | 107,713 |
Total current liabilities | 740,224 | 681,420 |
Long-term debt | 726,688 | 732,418 |
Pension benefits | 172,474 | 176,525 |
Postretirement benefits other than pensions | 53,992 | 52,963 |
Deferred tax liabilities | 1,645 | 4,914 |
Other liabilities | 44,020 | 41,253 |
Total liabilities | 1,739,043 | 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; 19,650,584 shares issued and 17,654,278 shares outstanding as of September 30, 2016, and 19,105,251 shares issued and 17,458,945 outstanding as of December 31, 2015 | 17 | 17 |
Additional paid-in capital | 510,387 | 513,764 |
Retained earnings | 395,178 | 306,713 |
Accumulated other comprehensive loss | (205,728) | (217,065) |
Total Cooper-Standard Holdings Inc. equity | 699,854 | 603,429 |
Noncontrolling interests | 24,407 | 11,370 |
Total equity | 724,261 | 614,799 |
Total liabilities and equity | $ 2,463,304 | $ 2,304,292 |
CONDENSED CONSOLIDATED BALANCE6
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 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 | 19,650,584 | 19,105,251 |
Common stock, shares outstanding | 17,654,278 | 17,458,945 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - 9 months ended Sep. 30, 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 [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 |
Repurchase of common stock (shares) | (350,000) | ||||||
Repurchase of common stock | (23,800) | (8,470) | (15,330) | (23,800) | |||
Warrant exercise (shares) | 318,445 | ||||||
Warrant exercise | 2,498 | 2,498 | 2,498 | ||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 226,888 | ||||||
Share based compensation, net | (1,011) | 2,595 | (3,606) | (1,011) | |||
Consolidation of joint venture | 13,300 | 13,300 | |||||
Dividends declared to noncontrolling interests | (580) | (580) | |||||
Net income | 108,423 | 107,874 | 107,874 | 549 | |||
Other comprehensive income (loss) | $ 11,105 | 11,337 | 11,337 | (232) | |||
Ending balance (shares) at Sep. 30, 2016 | 17,654,278 | 17,654,278 | |||||
Ending balance at Sep. 30, 2016 | $ 724,261 | $ 17 | $ 510,387 | 395,178 | $ (205,728) | 699,854 | $ 24,407 |
Cumulative effect of change in accounting principle | $ (473) | $ (473) | $ (473) |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Activities: | ||
Net income | $ 108,423 | $ 90,180 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 81,725 | 74,459 |
Amortization of intangibles | 9,974 | 10,819 |
Share-based compensation expense | 18,533 | 8,348 |
Equity in earnings, net of dividends related to earnings | (2,801) | (2,125) |
Gain on remeasurement of previously held equity interest | 0 | (14,199) |
Deferred income taxes | 295 | 5,765 |
Other | 1,101 | 127 |
Changes in operating assets and liabilities | (35,205) | (63,401) |
Net cash provided by operating activities | 182,045 | 109,973 |
Investing activities: | ||
Capital expenditures | (116,788) | (129,661) |
Acquisition of businesses, net of cash acquired | (37,478) | (34,396) |
Investment in joint ventures | 0 | (4,300) |
Cash from consolidation of joint venture | 3,395 | 0 |
Proceeds from sale of fixed assets | 156 | 4,846 |
Net cash used in investing activities | (150,715) | (163,511) |
Financing activities: | ||
Increase in short-term debt, net | 1,703 | 973 |
Principal payments on long-term debt | (9,787) | (6,239) |
Purchase of noncontrolling interests | 0 | (1,262) |
Repurchase of common stock | (23,800) | 0 |
Proceeds from exercise of warrants | 2,498 | 8,540 |
Taxes withheld and paid on employees' share based payment awards | (11,979) | (1,330) |
Other | 101 | (173) |
Net Cash (used in) provided by financing activities | (41,264) | 509 |
Effects of exchange rate changes on cash and cash equivalents | (7,880) | 17,743 |
Changes in cash and cash equivalents | (17,814) | (35,286) |
Cash and cash equivalents at beginning of period | 378,243 | 267,270 |
Cash and cash equivalents at end of period | $ 360,429 | $ 231,984 |
Overview
Overview | 9 Months Ended |
Sep. 30, 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. Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. The operating results for the interim period ended September 30, 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. Recently adopted 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. Early adoption is permitted, and the Company adopted this guidance during the second quarter of 2016. The provisions related to forfeitures were adopted on a modified retrospective basis to record actual forfeitures as they occur in the Company's condensed consolidated financial statements, and the impact from adoption resulted in a cumulative effect adjustment of $473 to retained earnings. Provisions related to income taxes were adopted prospectively from January 1, 2016, and resulted in a tax benefit of $3,212 for the three months ended June 30, 2016. Provisions related to the statement of cash flows have been adopted prospectively and result in the recognition of excess tax benefits in cash provided by operating activities. 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 was 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 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 was 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 had no impact on the Company's condensed consolidated financial statements. Recently issued accounting pronouncements In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments provide guidance on eight specific cash flow issues, thereby reducing diversity in practice. The amendments are effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires companies to use a retrospective transition method upon adoption. The Company is currently evaluating the impact of adopting this guidance on its condensed 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 condensed 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 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 condensed consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements: Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern . This ASU requires management to perform interim and annual assessments of an entity's ability to continue as a going concern. This guidance is effective for annual and interim reporting periods ending after December 15, 2016. The adoption of this ASU is not expected to have a material impact on the Company's condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . The core principle of this guidance is that a company should recognize revenue to depict the transfer of promised goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In July 2015, the FASB issued ASU 2015-14, which delays the effective date of this guidance to annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted as of the original effective date of annual and interim reporting periods beginning after December 15, 2016. The guidance allows for companies to use either a full retrospective or a modified retrospective approach when adopting. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements. |
Acquisitions Acqusitions
Acquisitions Acqusitions | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions AMI Acquisition In the third quarter of 2016, the Company acquired the North American fuel and brake business of AMI Industries for cash consideration of $32,000 (the “AMI Acquisition”). This acquisition directly aligns with the Company's growth strategy by expanding the Company's fuel and brake business. The results of operations of the North American fuel and brake business of AMI Industries are included in the Company's condensed consolidated financial statements from the date of acquisition, August 15, 2016, and reported within the North American segment. This acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, resulting in the recognition of goodwill of $7,175 in the third quarter of 2016. Also in the third quarter of 2016, the Company agreed to purchase the China fuel and brake business of AMI Industries, which is subject to regulatory approval and is expected to close in the first quarter of 2017. Shenya Acquisition 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 $34,396 was paid in the nine months ended September 30, 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, and reported within the Asia Pacific segment. Prior to the acquisition, the Company held a 47.5% unconsolidated equity interest in Shenya. The estimated fair value of the equity interest at the date of acquisition was $41,378 , resulting in a gain of $14,199 recorded in other (expense) income, net for the nine months ended September 30, 2015. In the second quarter of 2016, the Company acquired a business in furtherance of the Company's Shenya operations. The total purchase price of the acquisition was $5,478 , of which the Company made a deposit of $3,020 during the first quarter of 2016 and issued a note payable for $2,458 in the second quarter of 2016, which was subsequently paid during July 2016. The Company recognized $2,972 of goodwill as a result of this acquisition in the second quarter of 2016. In the third quarter of 2016, the Company obtained control of its 51% -owned joint venture, Shenya Sealing (Guangzhou) Company Limited (“Guangzhou”) through an amendment of the joint venture governing document. This joint venture was previously accounted for as an investment under the equity method. The results of operations of Guangzhou are included in the Company's condensed consolidated financial statements from the date of consolidation, August 4, 2016, and reported within the Asia Pacific segment. Business combination accounting was completed on a preliminary basis using information available, resulting in the recognition of goodwill of $10,869 in the third quarter of 2016. There was no gain or loss recognized on the remeasurement of the Company's equity method investment in Guangzhou for the three months ended September 30, 2016 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill by reportable operating segment for the nine months ended September 30, 2016 are summarized as follows: North America Europe Asia Pacific Total Balance as of December 31, 2015 $ 114,109 $ 11,056 $ 24,054 $ 149,219 Acquisition 7,175 — 2,972 10,147 Consolidation of joint venture — — 10,869 10,869 Foreign exchange translation 790 384 (615 ) 559 Balance as of September 30, 2016 $ 122,074 $ 11,440 $ 37,280 $ 170,794 Goodwill is tested for impairment by reporting unit either annually or when events or circumstances indicate that an impairment may exist. There were no indicators of potential impairment during the nine months ended September 30, 2016 . Intangible Assets The following table presents intangible assets and accumulated amortization balances of the Company as of September 30, 2016 and December 31, 2015 , respectively: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 135,482 $ (70,075 ) $ 65,407 Developed technology 8,971 (8,449 ) 522 Other 21,668 (1,649 ) 20,019 Balance as of September 30, 2016 $ 166,121 $ (80,173 ) $ 85,948 Customer relationships $ 115,285 $ (61,375 ) $ 53,910 Developed technology 8,854 (7,673 ) 1,181 Other 16,290 (679 ) 15,611 Balance as of December 31, 2015 $ 140,429 $ (69,727 ) $ 70,702 In the third quarter of 2016, the Company acquired intangible assets of $19,410 in conjunction with the AMI Acquisition. This consisted of $19,000 related to customer relationships and $410 related to patents with weighted average amortization periods of 11 and 15 years, respectively. Also in the third quarter of 2016, the Company recorded intangible assets of $6,605 in conjunction with the consolidation of Guangzhou. This consisted of $1,313 related to customer relationships and $5,292 related to land-use right with weighted average amortization periods of approximately 7 and 45 years, respectively. Amortization expense totaled $3,457 and $3,599 for the three months ended September 30, 2016 and 2015 , respectively, and $9,974 and $10,819 for the nine months ended September 30, 2016 and 2015 , respectively. Amortization expense is estimated to be approximately $13,600 for the year ending December 31, 2016 . |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 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 the then 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 $78,000 has been incurred to date. The Company previously implemented several other restructuring initiatives, including the closure or consolidation of facilities throughout the world and the reorganization of the Company's operating structure. While substantially complete, the Company continues to incur costs with respect to 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 and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 North America $ 306 $ 1,342 $ 1,661 $ 3,062 Europe 9,691 7,134 30,184 31,683 Asia Pacific 433 64 1,623 64 Total $ 10,430 $ 8,540 $ 33,468 $ 34,809 The following table summarizes the activity for restructuring initiatives for the nine months ended September 30, 2016 : Employee Separation Costs Other Exit Costs Total Balance as of December 31, 2015 $ 32,707 $ 1,768 $ 34,475 Expense 12,345 21,123 33,468 Cash payments (24,363 ) (21,248 ) (45,611 ) Foreign exchange translation and other 1,251 181 1,432 Balance as of September 30, 2016 $ 21,940 $ 1,824 $ 23,764 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories were comprised of the following as of September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Finished goods $ 41,245 $ 43,031 Work in process 36,669 32,863 Raw materials and supplies 83,098 73,751 $ 161,012 $ 149,645 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Outstanding debt consisted of the following as of September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Term loan $ 725,489 $ 729,841 Other borrowings 54,338 48,071 Total debt $ 779,827 $ 777,912 Less current portion (53,139 ) (45,494 ) Total long-term debt $ 726,688 $ 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 September 30, 2016 , the principal amount of $733,125 was outstanding. As of September 30, 2016 , the Company had $2,411 of unamortized original issue discount and unamortized issuance costs of $5,225 . 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 September 30, 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 $57,084 . Subsequent Event On November 2, 2016, CSA U.S. issued $400,000 aggregate principal amount of 5.625% Senior Notes due 2026 (the “Senior Notes”) and amended its existing Senior ABL Facility and Term Loan Facility (the “Debt Refinancing”). The Company used the proceeds of the Senior Notes to repay the non-extended term loan outstanding under the Term Loan Facility and to pay fees and expenses related to the Debt Refinancing. The remaining term loan of $340,000 was extended to November 2023. The Senior ABL Facility was extended to November 2021 and its aggregate revolving loan availability increased to $210,000 , subject to borrowing base availability. |
Pension and Postretirement Bene
Pension and Postretirement Benefits other than Pensions | 9 Months Ended |
Sep. 30, 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 benefit (income) cost for the three and nine months ended September 30, 2016 and 2015 for the Company’s defined benefit plans and other postretirement benefit plans: Pension Benefits Three Months Ended September 30, 2016 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 202 $ 861 $ 232 $ 868 Interest cost 3,145 1,267 3,084 1,261 Expected return on plan assets (3,959 ) (788 ) (4,421 ) (830 ) Amortization of prior service cost and actuarial loss 429 555 276 665 Other — — — 114 Net periodic benefit (income) cost $ (183 ) $ 1,895 $ (829 ) $ 2,078 Pension Benefits Nine Months Ended September 30, 2016 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 606 $ 2,575 $ 696 $ 2,633 Interest cost 9,435 3,805 9,252 3,845 Expected return on plan assets (11,877 ) (2,367 ) (13,263 ) (2,559 ) Amortization of prior service cost and actuarial loss 1,287 1,664 828 2,012 Other — — — 355 Net periodic benefit (income) cost $ (549 ) $ 5,677 $ (2,487 ) $ 6,286 Other Postretirement Benefits Three Months Ended September 30, 2016 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 90 $ 94 $ 109 $ 93 Interest cost 346 172 353 165 Amortization of prior service credit and actuarial gain (507 ) (16 ) (396 ) (5 ) Other 1 — 6 — Net periodic benefit (income) cost $ (70 ) $ 250 $ 72 $ 253 Other Postretirement Benefits Nine Months Ended September 30, 2016 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 270 $ 280 $ 327 $ 290 Interest cost 1,038 510 1,059 516 Amortization of prior service credit and actuarial gain (1,521 ) (47 ) (1,188 ) (15 ) Other 3 — 18 — Net periodic benefit (income) cost $ (210 ) $ 743 $ 216 $ 791 The Company made a discretionary contribution of $6,378 to its U.S. pension plan in the three months ended September 30, 2016 . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2016 was 25% and 29% , respectively. The effective tax rate for the three and nine months ended September 30, 2015 was 28% and 33% , respectively. The effective tax rate for the three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015 was lower primarily due to the tax benefits related to the U.S. research tax credit and the early adoption of ASU 2016-09 related to share-based compensation reflected in the 2016 effective tax rate which was not statutory in the three and nine months ended September 30, 2015 . The income tax rate for the three and nine months ended September 30, 2016 varies from statutory rates primarily due to the impact of income taxes on foreign earnings taxed at rates lower than the U.S. statutory rate, the inability to record a tax benefit for pre-tax losses in certain foreign jurisdictions to the extent not offset by other categories of income, tax credits, income tax incentives, excess tax benefits related to share-based compensation, withholding taxes and other permanent items. Further, the Company’s current and future provision for income taxes may be impacted by the recognition of valuation allowances in certain countries. The Company intends to maintain these allowances until it is more likely than not that the deferred tax assets will be realized. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2016 and 2015 , net of related tax, are as follows: Three Months Ended September 30, 2016 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Total Balance as of June 30, 2016 $ (120,780 ) $ (84,595 ) $ (4,766 ) $ (210,141 ) Other comprehensive income (loss) before reclassifications 2,681 (1) (497 ) 828 3,012 Amounts reclassified from accumulated other comprehensive income (loss) — 348 (2) 1,053 (3) 1,401 Balance as of September 30, 2016 $ (118,099 ) $ (84,744 ) $ (2,885 ) $ (205,728 ) (1) Includes $511 of other comprehensive income related to intra-entity foreign currency balances that are of a long-term investment nature. (2) Includes actuarial losses of $555 , offset by prior service credits of $79 , net of tax of $128 . See Note 7. (3) Includes losses related to the interest rate swap of $803 included in interest expense, net of interest income, and losses related to foreign exchange contracts of $769 included in cost of products sold, net of tax of $519 . Three Months Ended September 30, 2015 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Total Balance as of June 30, 2015 $ (92,364 ) $ (82,040 ) $ (2,942 ) $ (177,346 ) Other comprehensive income (loss) before reclassifications (27,474 ) (1) 481 (784 ) (27,777 ) Amounts reclassified from accumulated other comprehensive income (loss) — 390 (2) 413 (3) 803 Balance as of September 30, 2015 $ (119,838 ) $ (81,169 ) $ (3,313 ) $ (204,320 ) (1) Includes $4,332 of other comprehensive loss related to intra-entity foreign currency balances that are of a long-term investment nature. (2) Includes actuarial losses of $606 , offset by prior service credits of $72 , net of tax of $144 . See Note 7. (3) Includes losses related to foreign exchange contracts of $635 included in cost of products sold, net of tax of $222 . Nine Months Ended September 30, 2016 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Total Balance as of December 31, 2015 $ (130,661 ) $ (84,124 ) $ (2,280 ) $ (217,065 ) Other comprehensive income (loss) before reclassifications 12,562 (1) (1,638 ) (3,803 ) 7,121 Amounts reclassified from accumulated other comprehensive income (loss) — 1,018 (2) 3,198 (3) 4,216 Balance as of September 30, 2016 $ (118,099 ) $ (84,744 ) $ (2,885 ) $ (205,728 ) (1) Includes $9,699 of other comprehensive income related to intra-entity foreign currency balances that are of a long-term investment nature. (2) Includes actuarial losses of $1,636 , offset by prior service credits of $246 , net of tax of $372 . See Note 7. (3) Includes losses related to the interest rate swap of $2,393 included in interest expense, net of interest income, and losses related to foreign exchange contracts of $2,380 included in cost of products sold, net of tax of $1,575 . Nine Months Ended September 30, 2015 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Total Balance as of December 31, 2014 $ (50,371 ) $ (86,861 ) $ (2,011 ) $ (139,243 ) Other comprehensive income (loss) before reclassifications (67,858 ) (1) 4,502 (1,903 ) (65,259 ) Amounts reclassified from accumulated other comprehensive income (loss) (1,609 ) (2) 1,190 (3) 601 (4) 182 Balance as of September 30, 2015 $ (119,838 ) $ (81,169 ) $ (3,313 ) $ (204,320 ) (1) Includes $18,265 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 $1,871 , offset by prior service credits of $244 , net of tax of $437 . See Note 7. (4) Includes losses related to foreign exchange contracts of $925 included in cost of products sold, net of tax of $324 . |
Net Income Per Share Attributab
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net income attributable to Cooper-Standard Holdings Inc. $ 36,362 $ 32,732 $ 107,874 $ 90,215 Increase (decrease) in fair value of share-based awards 37 (17 ) 49 — Diluted net income available to Cooper-Standard Holdings Inc. common stockholders $ 36,399 $ 32,715 $ 107,923 $ 90,215 Basic weighted average shares of common stock outstanding 17,469,156 17,294,155 17,388,541 17,137,331 Dilutive effect of common stock equivalents 1,291,507 1,135,858 1,315,037 1,190,579 Diluted weighted average shares of common stock outstanding 18,760,663 18,430,013 18,703,578 18,327,910 Basic net income per share attributable to Cooper-Standard Holdings Inc. $ 2.08 $ 1.89 $ 6.20 $ 5.26 Diluted net income per share attributable to Cooper-Standard Holdings Inc. $ 1.94 $ 1.78 $ 5.77 $ 4.92 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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Number of options — 145,900 — 145,900 Exercise price — $64.74-70.20 — $64.74-70.20 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 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 $7,640 and $3,384 for the three months ended September 30, 2016 and 2015 , respectively, and $18,533 and $8,348 for the nine months ended September 30, 2016 and 2015 , respectively. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Gain on remeasurement of previously held equity interest $ — $ — $ — $ 14,199 Foreign currency losses (331 ) (3,049 ) (2,035 ) (3,482 ) Secondary offering underwriting fees — — (5,900 ) — Loss on sale of receivables (207 ) (232 ) (674 ) (810 ) Miscellaneous income 20 — 20 — Other (expense) income, net $ (518 ) $ (3,281 ) $ (8,589 ) $ 9,907 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Sales to Nishikawa Cooper, LLC (“NISCO”), a 40% -owned joint venture accounted for as an investment under the equity method, totaled $9,029 and $9,619 for the three months ended September 30, 2016 and 2015 , respectively, and $26,027 and $27,756 for the nine months ended September 30, 2016 and 2015 , respectively. During the nine months ended September 30, 2016 and 2015 , the Company received from NISCO a dividend of $1,880 and $680 , respectively, all of which was related to earnings. 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2016 and December 31, 2015 , are shown below: September 30, 2016 December 31, 2015 Input Forward foreign exchange contracts - other current assets $ 355 $ 900 Level 2 Forward foreign exchange contracts - accrued liabilities (507 ) (79 ) Level 2 Interest rate swaps - other current assets 35 32 Level 2 Interest rate swaps - other assets 46 38 Level 2 Interest rate swaps - accrued liabilities (2,973 ) (2,991 ) Level 2 Interest rate swaps - other liabilities (1,499 ) (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 $728,209 and $714,332 as of September 30, 2016 and December 31, 2015 , respectively, based on quoted market prices, compared to the recorded value of $725,489 and $729,841 as of September 30, 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, other assets, accrued liabilities and other 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 uses forward contracts 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. The principal currencies hedged by the Company include various European currencies, the Canadian Dollar, the Mexican Peso, and the Brazilian Real. As of September 30, 2016 , the notional amount of these contracts was $62,247 . The amount reclassified from accumulated other comprehensive loss into cost of products sold was $769 and $2,380 for the three and nine months ended September 30, 2016 , respectively. These foreign currency derivative contracts consist of hedges of transactions up to June 2017 . Interest rate swaps - In August 2014, the Company entered into interest rate swap transactions to manage cash flow variability associated with its variable rate Term Loan Facility. The interest rate swap contracts, which fix the interest payments of variable rate debt instruments, are used to manage exposure to fluctuations in interest rates. As of September 30, 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 $803 and $2,393 for the three and nine months ended September 30, 2016 , respectively. The amount to be reclassified in the next twelve months is expected to be approximately $2,937 . |
Accounts Receivable Factoring
Accounts Receivable Factoring | 9 Months Ended |
Sep. 30, 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. As of September 30, 2016 and December 31, 2015 , the Company had $66,901 and $63,473 , respectively, outstanding under receivable transfer agreements without recourse entered into by various locations. The total amount of accounts receivable factored without recourse was $188,934 and $207,432 for the nine months ended September 30, 2016 and 2015 , respectively. Costs incurred on the sale of receivables were $391 and $468 for the three months ended September 30, 2016 and 2015 , respectively, and $1,286 and $1,658 for the nine months ended September 30, 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. As of September 30, 2016 and December 31, 2015 , the Company had $6,297 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 with recourse was $46,610 and $27,383 for the nine months ended September 30, 2016 and 2015 , respectively. Costs incurred on the sale of receivables were $55 and $38 for the three months ended September 30, 2016 and 2015 , respectively, and $185 and $115 for the nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is periodically involved in claims, litigation and various legal matters that arise in the ordinary course of business. In addition, the Company conducts and monitors environmental investigations and remedial actions at certain locations. The Company accrues for litigation exposure when it is probable that future costs will be incurred and such costs can be reasonably estimated. Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified. As of September 30, 2016 , the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for litigation claims and matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company's financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters. 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 | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Sales to external customers North America $ 450,795 $ 456,352 $ 1,361,183 $ 1,327,262 Europe 242,773 247,275 794,411 784,387 Asia Pacific 137,174 102,080 380,483 299,619 South America 24,914 21,824 61,380 77,134 Consolidated $ 855,656 $ 827,531 $ 2,597,457 $ 2,488,402 Intersegment sales North America $ 3,409 $ 3,037 $ 9,908 $ 10,933 Europe 3,600 3,103 10,081 8,523 Asia Pacific 1,426 2,196 3,925 5,032 South America 1 28 5 45 Eliminations (8,436 ) (8,364 ) (23,919 ) (24,533 ) Consolidated $ — $ — $ — $ — Segment profit (loss) North America $ 55,031 $ 58,327 $ 169,857 $ 156,978 Europe (5,632 ) (4,766 ) (7,510 ) (6,377 ) Asia Pacific 3,037 (690 ) 6,073 3,745 South America (3,265 ) (7,484 ) (16,685 ) (20,114 ) Consolidated $ 49,171 $ 45,387 $ 151,735 $ 134,232 September 30, December 31, Segment assets North America $ 956,265 $ 864,647 Europe 708,615 631,309 Asia Pacific 575,745 508,704 South America 47,708 39,117 Eliminations and other 174,971 260,515 Consolidated $ 2,463,304 $ 2,304,292 |
Overview (Policies)
Overview (Policies) | 9 Months Ended |
Sep. 30, 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. Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. The operating results for the interim period ended September 30, 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 | Recently adopted 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. Early adoption is permitted, and the Company adopted this guidance during the second quarter of 2016. The provisions related to forfeitures were adopted on a modified retrospective basis to record actual forfeitures as they occur in the Company's condensed consolidated financial statements, and the impact from adoption resulted in a cumulative effect adjustment of $473 to retained earnings. Provisions related to income taxes were adopted prospectively from January 1, 2016, and resulted in a tax benefit of $3,212 for the three months ended June 30, 2016. Provisions related to the statement of cash flows have been adopted prospectively and result in the recognition of excess tax benefits in cash provided by operating activities. 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 was 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 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 was 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 had no impact on the Company's condensed consolidated financial statements. Recently issued accounting pronouncements In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments provide guidance on eight specific cash flow issues, thereby reducing diversity in practice. The amendments are effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires companies to use a retrospective transition method upon adoption. The Company is currently evaluating the impact of adopting this guidance on its condensed 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 condensed 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 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 condensed consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements: Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern . This ASU requires management to perform interim and annual assessments of an entity's ability to continue as a going concern. This guidance is effective for annual and interim reporting periods ending after December 15, 2016. The adoption of this ASU is not expected to have a material impact on the Company's condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . The core principle of this guidance is that a company should recognize revenue to depict the transfer of promised goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In July 2015, the FASB issued ASU 2015-14, which delays the effective date of this guidance to annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted as of the original effective date of annual and interim reporting periods beginning after December 15, 2016. The guidance allows for companies to use either a full retrospective or a modified retrospective approach when adopting. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2016 are summarized as follows: North America Europe Asia Pacific Total Balance as of December 31, 2015 $ 114,109 $ 11,056 $ 24,054 $ 149,219 Acquisition 7,175 — 2,972 10,147 Consolidation of joint venture — — 10,869 10,869 Foreign exchange translation 790 384 (615 ) 559 Balance as of September 30, 2016 $ 122,074 $ 11,440 $ 37,280 $ 170,794 |
Intangible Assets and Accumulated Amortization Balances | The following table presents intangible assets and accumulated amortization balances of the Company as of September 30, 2016 and December 31, 2015 , respectively: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 135,482 $ (70,075 ) $ 65,407 Developed technology 8,971 (8,449 ) 522 Other 21,668 (1,649 ) 20,019 Balance as of September 30, 2016 $ 166,121 $ (80,173 ) $ 85,948 Customer relationships $ 115,285 $ (61,375 ) $ 53,910 Developed technology 8,854 (7,673 ) 1,181 Other 16,290 (679 ) 15,611 Balance as of December 31, 2015 $ 140,429 $ (69,727 ) $ 70,702 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Summary of Activity of Restructuring | The following table summarizes the restructuring expense by segment for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 North America $ 306 $ 1,342 $ 1,661 $ 3,062 Europe 9,691 7,134 30,184 31,683 Asia Pacific 433 64 1,623 64 Total $ 10,430 $ 8,540 $ 33,468 $ 34,809 |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes the activity for restructuring initiatives for the nine months ended September 30, 2016 : Employee Separation Costs Other Exit Costs Total Balance as of December 31, 2015 $ 32,707 $ 1,768 $ 34,475 Expense 12,345 21,123 33,468 Cash payments (24,363 ) (21,248 ) (45,611 ) Foreign exchange translation and other 1,251 181 1,432 Balance as of September 30, 2016 $ 21,940 $ 1,824 $ 23,764 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories were comprised of the following as of September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Finished goods $ 41,245 $ 43,031 Work in process 36,669 32,863 Raw materials and supplies 83,098 73,751 $ 161,012 $ 149,645 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Outstanding Debt | Outstanding debt consisted of the following as of September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Term loan $ 725,489 $ 729,841 Other borrowings 54,338 48,071 Total debt $ 779,827 $ 777,912 Less current portion (53,139 ) (45,494 ) Total long-term debt $ 726,688 $ 732,418 |
Pension and Postretirement Be32
Pension and Postretirement Benefits other than Pensions (Tables) | 9 Months Ended |
Sep. 30, 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 benefit (income) cost for the three and nine months ended September 30, 2016 and 2015 for the Company’s defined benefit plans and other postretirement benefit plans: Pension Benefits Three Months Ended September 30, 2016 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 202 $ 861 $ 232 $ 868 Interest cost 3,145 1,267 3,084 1,261 Expected return on plan assets (3,959 ) (788 ) (4,421 ) (830 ) Amortization of prior service cost and actuarial loss 429 555 276 665 Other — — — 114 Net periodic benefit (income) cost $ (183 ) $ 1,895 $ (829 ) $ 2,078 Pension Benefits Nine Months Ended September 30, 2016 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 606 $ 2,575 $ 696 $ 2,633 Interest cost 9,435 3,805 9,252 3,845 Expected return on plan assets (11,877 ) (2,367 ) (13,263 ) (2,559 ) Amortization of prior service cost and actuarial loss 1,287 1,664 828 2,012 Other — — — 355 Net periodic benefit (income) cost $ (549 ) $ 5,677 $ (2,487 ) $ 6,286 Other Postretirement Benefits Three Months Ended September 30, 2016 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 90 $ 94 $ 109 $ 93 Interest cost 346 172 353 165 Amortization of prior service credit and actuarial gain (507 ) (16 ) (396 ) (5 ) Other 1 — 6 — Net periodic benefit (income) cost $ (70 ) $ 250 $ 72 $ 253 Other Postretirement Benefits Nine Months Ended September 30, 2016 2015 U.S. Non-U.S. U.S. Non-U.S. Service cost $ 270 $ 280 $ 327 $ 290 Interest cost 1,038 510 1,059 516 Amortization of prior service credit and actuarial gain (1,521 ) (47 ) (1,188 ) (15 ) Other 3 — 18 — Net periodic benefit (income) cost $ (210 ) $ 743 $ 216 $ 791 |
Accumulated Other Comprehensi33
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss) by component for the three and nine months ended September 30, 2016 and 2015 , net of related tax, are as follows: Three Months Ended September 30, 2016 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Total Balance as of June 30, 2016 $ (120,780 ) $ (84,595 ) $ (4,766 ) $ (210,141 ) Other comprehensive income (loss) before reclassifications 2,681 (1) (497 ) 828 3,012 Amounts reclassified from accumulated other comprehensive income (loss) — 348 (2) 1,053 (3) 1,401 Balance as of September 30, 2016 $ (118,099 ) $ (84,744 ) $ (2,885 ) $ (205,728 ) (1) Includes $511 of other comprehensive income related to intra-entity foreign currency balances that are of a long-term investment nature. (2) Includes actuarial losses of $555 , offset by prior service credits of $79 , net of tax of $128 . See Note 7. (3) Includes losses related to the interest rate swap of $803 included in interest expense, net of interest income, and losses related to foreign exchange contracts of $769 included in cost of products sold, net of tax of $519 . Three Months Ended September 30, 2015 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Total Balance as of June 30, 2015 $ (92,364 ) $ (82,040 ) $ (2,942 ) $ (177,346 ) Other comprehensive income (loss) before reclassifications (27,474 ) (1) 481 (784 ) (27,777 ) Amounts reclassified from accumulated other comprehensive income (loss) — 390 (2) 413 (3) 803 Balance as of September 30, 2015 $ (119,838 ) $ (81,169 ) $ (3,313 ) $ (204,320 ) (1) Includes $4,332 of other comprehensive loss related to intra-entity foreign currency balances that are of a long-term investment nature. (2) Includes actuarial losses of $606 , offset by prior service credits of $72 , net of tax of $144 . See Note 7. (3) Includes losses related to foreign exchange contracts of $635 included in cost of products sold, net of tax of $222 . Nine Months Ended September 30, 2016 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Total Balance as of December 31, 2015 $ (130,661 ) $ (84,124 ) $ (2,280 ) $ (217,065 ) Other comprehensive income (loss) before reclassifications 12,562 (1) (1,638 ) (3,803 ) 7,121 Amounts reclassified from accumulated other comprehensive income (loss) — 1,018 (2) 3,198 (3) 4,216 Balance as of September 30, 2016 $ (118,099 ) $ (84,744 ) $ (2,885 ) $ (205,728 ) (1) Includes $9,699 of other comprehensive income related to intra-entity foreign currency balances that are of a long-term investment nature. (2) Includes actuarial losses of $1,636 , offset by prior service credits of $246 , net of tax of $372 . See Note 7. (3) Includes losses related to the interest rate swap of $2,393 included in interest expense, net of interest income, and losses related to foreign exchange contracts of $2,380 included in cost of products sold, net of tax of $1,575 . Nine Months Ended September 30, 2015 Cumulative currency translation adjustment Benefit plan Fair value change of derivatives Total Balance as of December 31, 2014 $ (50,371 ) $ (86,861 ) $ (2,011 ) $ (139,243 ) Other comprehensive income (loss) before reclassifications (67,858 ) (1) 4,502 (1,903 ) (65,259 ) Amounts reclassified from accumulated other comprehensive income (loss) (1,609 ) (2) 1,190 (3) 601 (4) 182 Balance as of September 30, 2015 $ (119,838 ) $ (81,169 ) $ (3,313 ) $ (204,320 ) (1) Includes $18,265 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 $1,871 , offset by prior service credits of $244 , net of tax of $437 . See Note 7. (4) Includes losses related to foreign exchange contracts of $925 included in cost of products sold, net of tax of $324 . |
Net Income Per Share Attribut34
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net income attributable to Cooper-Standard Holdings Inc. $ 36,362 $ 32,732 $ 107,874 $ 90,215 Increase (decrease) in fair value of share-based awards 37 (17 ) 49 — Diluted net income available to Cooper-Standard Holdings Inc. common stockholders $ 36,399 $ 32,715 $ 107,923 $ 90,215 Basic weighted average shares of common stock outstanding 17,469,156 17,294,155 17,388,541 17,137,331 Dilutive effect of common stock equivalents 1,291,507 1,135,858 1,315,037 1,190,579 Diluted weighted average shares of common stock outstanding 18,760,663 18,430,013 18,703,578 18,327,910 Basic net income per share attributable to Cooper-Standard Holdings Inc. $ 2.08 $ 1.89 $ 6.20 $ 5.26 Diluted net income per share attributable to Cooper-Standard Holdings Inc. $ 1.94 $ 1.78 $ 5.77 $ 4.92 |
Summary of common stock equivalents excluded from the computation of weighted average diluted shares outstanding | A summary of common stock equivalents excluded from the computation of weighted average diluted shares outstanding is shown below: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Number of options — 145,900 — 145,900 Exercise price — $64.74-70.20 — $64.74-70.20 |
Other (Expense) Income, Net (Ta
Other (Expense) Income, Net (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Gain on remeasurement of previously held equity interest $ — $ — $ — $ 14,199 Foreign currency losses (331 ) (3,049 ) (2,035 ) (3,482 ) Secondary offering underwriting fees — — (5,900 ) — Loss on sale of receivables (207 ) (232 ) (674 ) (810 ) Miscellaneous income 20 — 20 — Other (expense) income, net $ (518 ) $ (3,281 ) $ (8,589 ) $ 9,907 |
Fair Value Measurements and F36
Fair Value Measurements and Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
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 September 30, 2016 and December 31, 2015 , are shown below: September 30, 2016 December 31, 2015 Input Forward foreign exchange contracts - other current assets $ 355 $ 900 Level 2 Forward foreign exchange contracts - accrued liabilities (507 ) (79 ) Level 2 Interest rate swaps - other current assets 35 32 Level 2 Interest rate swaps - other assets 46 38 Level 2 Interest rate swaps - accrued liabilities (2,973 ) (2,991 ) Level 2 Interest rate swaps - other liabilities (1,499 ) (1,739 ) Level 2 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Information on Company's Business Segments | The following tables detail information on the Company’s business segments: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Sales to external customers North America $ 450,795 $ 456,352 $ 1,361,183 $ 1,327,262 Europe 242,773 247,275 794,411 784,387 Asia Pacific 137,174 102,080 380,483 299,619 South America 24,914 21,824 61,380 77,134 Consolidated $ 855,656 $ 827,531 $ 2,597,457 $ 2,488,402 Intersegment sales North America $ 3,409 $ 3,037 $ 9,908 $ 10,933 Europe 3,600 3,103 10,081 8,523 Asia Pacific 1,426 2,196 3,925 5,032 South America 1 28 5 45 Eliminations (8,436 ) (8,364 ) (23,919 ) (24,533 ) Consolidated $ — $ — $ — $ — Segment profit (loss) North America $ 55,031 $ 58,327 $ 169,857 $ 156,978 Europe (5,632 ) (4,766 ) (7,510 ) (6,377 ) Asia Pacific 3,037 (690 ) 6,073 3,745 South America (3,265 ) (7,484 ) (16,685 ) (20,114 ) Consolidated $ 49,171 $ 45,387 $ 151,735 $ 134,232 September 30, December 31, Segment assets North America $ 956,265 $ 864,647 Europe 708,615 631,309 Asia Pacific 575,745 508,704 South America 47,708 39,117 Eliminations and other 174,971 260,515 Consolidated $ 2,463,304 $ 2,304,292 |
Overview Additional Information
Overview Additional Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Accounting Changes and Error Corrections [Abstract] | |
Cumulative effect of change in accounting principle | $ (473) |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | $ 3,212 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Feb. 27, 2015 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Business Acquisition [Line Items] | ||||||||
Goodwill, Other Increase (Decrease) | $ 10,869 | |||||||
Acquisition of businesses, net of cash acquired | 37,478 | $ 34,396 | ||||||
Payments to Acquire Additional Interest in Subsidiaries | 0 | 1,262 | ||||||
Gain on remeasurement of previously held equity interest | $ 0 | $ 0 | 0 | $ 14,199 | ||||
Goodwill, Acquired During Period | 10,147 | |||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition of businesses, net of cash acquired | $ 2,458 | $ 3,020 | ||||||
Total Payments to Acquire Businesses, Gross | 5,478 | |||||||
Goodwill, Acquired During Period | $ 2,972 | |||||||
Huayu-Cooper Standard Sealing Systems Co., Ltd. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 47.50% | |||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 95.00% | |||||||
Business Combination, Consideration Transferred | $ 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 | |||||||
North America [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill, Other Increase (Decrease) | 0 | |||||||
Acquisition of businesses, net of cash acquired | 32,000 | |||||||
Goodwill, Acquired During Period | $ 7,175 | |||||||
Guangzhou [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2016 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expenses | $ 3,457 | $ 3,599 | $ 9,974 | $ 10,819 | ||
Scenario, Forecast [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated Amortization Expenses | $ 13,600 | |||||
North America [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 19,410 | 19,410 | 19,410 | |||
North America [Member] | Customer relationships [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 19,000 | 19,000 | 19,000 | |||
North America [Member] | Patents [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 410 | 410 | 410 | |||
Guangzhou [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 6,605 | 6,605 | 6,605 | |||
Guangzhou [Member] | Customer relationships [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,313 | 1,313 | 1,313 | |||
Guangzhou [Member] | Use Rights [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 45 years | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 5,292 | $ 5,292 | $ 5,292 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets - Carrying Amount of Goodwill by Reportable Operating Segment (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill [Line Items] | |
Goodwill, Acquired During Period | $ 10,147 |
Goodwill, Other Increase (Decrease) | 10,869 |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 149,219 |
Foreign exchange translation | 559 |
Goodwill, Ending Balance | 170,794 |
North America [Member] | |
Goodwill [Line Items] | |
Goodwill, Acquired During Period | 7,175 |
Goodwill, Other Increase (Decrease) | 0 |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 114,109 |
Foreign exchange translation | 790 |
Goodwill, Ending Balance | 122,074 |
Europe [Member] | |
Goodwill [Line Items] | |
Goodwill, Acquired During Period | 0 |
Goodwill, Other Increase (Decrease) | 0 |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 11,056 |
Foreign exchange translation | 384 |
Goodwill, Ending Balance | 11,440 |
Asia Pacific [Member] | |
Goodwill [Line Items] | |
Goodwill, Acquired During Period | 2,972 |
Goodwill, Other Increase (Decrease) | 10,869 |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 24,054 |
Foreign exchange translation | (615) |
Goodwill, Ending Balance | $ 37,280 |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets - Intangible Assets and Accumulated Amortization Balances (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 166,121 | $ 140,429 |
Accumulated Amortization | (80,173) | (69,727) |
Net Carrying Amount | 85,948 | 70,702 |
Customer relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 135,482 | 115,285 |
Accumulated Amortization | (70,075) | (61,375) |
Net Carrying Amount | 65,407 | 53,910 |
Developed technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,971 | 8,854 |
Accumulated Amortization | (8,449) | (7,673) |
Net Carrying Amount | 522 | 1,181 |
Other [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 21,668 | 16,290 |
Accumulated Amortization | (1,649) | (679) |
Net Carrying Amount | $ 20,019 | $ 15,611 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - Europe Facilities [Member] $ in Thousands | Sep. 30, 2016USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Estimated restructuring cost for initiative | $ 125,000 |
Restructuring and Related Cost, Cost Incurred to Date | $ 78,000 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 10,430 | $ 8,540 | $ 33,468 | $ 34,809 |
North America [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 306 | 1,342 | 1,661 | 3,062 |
Europe [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 9,691 | 7,134 | 30,184 | 31,683 |
Asia Pacific [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 433 | $ 64 | $ 1,623 | $ 64 |
Restructuring - Summary of Acti
Restructuring - Summary of Activity of Restructuring (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve, Beginning Balance | $ 34,475 | |||
Restructuring | $ 10,430 | $ 8,540 | 33,468 | $ 34,809 |
Cash payments | (45,611) | |||
Foreign exchange translation and other | 1,432 | |||
Restructuring Reserve, Ending Balance | 23,764 | 23,764 | ||
Employee Separation Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve, Beginning Balance | 32,707 | |||
Restructuring | 12,345 | |||
Cash payments | (24,363) | |||
Foreign exchange translation and other | 1,251 | |||
Restructuring Reserve, Ending Balance | 21,940 | 21,940 | ||
Other Exit Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve, Beginning Balance | 1,768 | |||
Restructuring | 21,123 | |||
Cash payments | (21,248) | |||
Foreign exchange translation and other | 181 | |||
Restructuring Reserve, Ending Balance | $ 1,824 | $ 1,824 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 41,245 | $ 43,031 |
Work in process | 36,669 | 32,863 |
Raw materials and supplies | 83,098 | 73,751 |
Inventories | $ 161,012 | $ 149,645 |
Debt - Outstanding Debt (Detail
Debt - Outstanding Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Term loan | $ 725,489 | $ 729,841 |
Other borrowings | 54,338 | 48,071 |
Total debt | 779,827 | 777,912 |
Less current portion | (53,139) | (45,494) |
Total long-term debt | $ 726,688 | $ 732,418 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 04, 2014 | Sep. 30, 2016 | Nov. 02, 2016 | Jun. 11, 2014 |
Credit Facilities [Line Items] | ||||
Letters of credit outstanding | $ 57,084 | |||
Medium-term Notes [Member] | ||||
Credit Facilities [Line Items] | ||||
Debt Instrument, Maturity Date | Apr. 4, 2021 | |||
Aggregate principal amount | $ 750,000 | |||
Consolidated first lien debt ratio | 2.25 to 1.00 | |||
Term loan accordion feature | $ 300,000 | |||
Principle amount outstanding | $ 733,125 | |||
Discount on Senior PIK Toggle Notes | 3,750 | 2,411 | ||
Unamortized Debt Issuance Expense | 7,900 | 5,225 | ||
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] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | |||
Aggregate revolving loan availability | $ 210,000 | |||
Senior Notes | 400,000 | |||
Subsequent Event [Member] | Medium-term Notes [Member] | ||||
Credit Facilities [Line Items] | ||||
Principle amount outstanding | $ 340,000 |
Pension and Postretirement Be49
Pension and Postretirement Benefits other than Pensions - Net Periodic Benefit Cost of Defined Benefit Plans and Other Postretirement Benefit Plans (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
U.S. Pension Benefits [Member] | ||||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||||
Service cost | $ 202 | $ 232 | $ 606 | $ 696 |
Interest cost | 3,145 | 3,084 | 9,435 | 9,252 |
Expected return on plan assets | (3,959) | (4,421) | (11,877) | (13,263) |
Amortization of prior service cost and actuarial loss | 429 | 276 | 1,287 | 828 |
Other | 0 | 0 | 0 | 0 |
Net periodic benefit (income) cost | (183) | (829) | (549) | (2,487) |
Non-U.S. Pension Benefits [Member] | ||||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||||
Service cost | 861 | 868 | 2,575 | 2,633 |
Interest cost | 1,267 | 1,261 | 3,805 | 3,845 |
Expected return on plan assets | (788) | (830) | (2,367) | (2,559) |
Amortization of prior service cost and actuarial loss | 555 | 665 | 1,664 | 2,012 |
Other | 0 | 114 | 0 | 355 |
Net periodic benefit (income) cost | 1,895 | 2,078 | 5,677 | 6,286 |
U.S. Other Postretirement Benefits [Member] | ||||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||||
Service cost | 90 | 109 | 270 | 327 |
Interest cost | 346 | 353 | 1,038 | 1,059 |
Amortization of prior service cost and actuarial loss | (507) | (396) | (1,521) | (1,188) |
Other | 1 | 6 | 3 | 18 |
Net periodic benefit (income) cost | (70) | 72 | (210) | 216 |
Non-U.S. Other Postretirement Benefits [Member] | ||||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | ||||
Service cost | 94 | 93 | 280 | 290 |
Interest cost | 172 | 165 | 510 | 516 |
Amortization of prior service cost and actuarial loss | (16) | (5) | (47) | (15) |
Other | 0 | 0 | 0 | 0 |
Net periodic benefit (income) cost | $ 250 | $ 253 | $ 743 | $ 791 |
Pension and Postretirement Be50
Pension and Postretirement Benefits other than Pensions Additional Information (Details) | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Additional Information [Abstract] | |
Defined Benefit Plan, Contributions by Employer | $ 6,378 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 25.00% | 28.00% | 29.00% | 33.00% |
Accumulated Other Comprehensi52
Accumulated Other Comprehensive Income (Loss) - Changes in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||||
Beginning Balance | $ (217,065) | |||
Ending Balance | $ (205,728) | (205,728) | ||
Cumulative currency translation adjustment [Member] | ||||
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||||
Beginning Balance | (120,780) | $ (92,364) | (130,661) | $ (50,371) |
Other comprehensive income (loss) before reclassifications | 2,681 | (27,474) | 12,562 | (67,858) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 | (1,609) |
Ending Balance | (118,099) | (119,838) | (118,099) | (119,838) |
Benefit plan liabilities [Member] | ||||
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||||
Beginning Balance | (84,595) | (82,040) | (84,124) | (86,861) |
Other comprehensive income (loss) before reclassifications | (497) | 481 | (1,638) | 4,502 |
Amounts reclassified from accumulated other comprehensive income (loss) | 348 | 390 | 1,018 | 1,190 |
Ending Balance | (84,744) | (81,169) | (84,744) | (81,169) |
Fair value change of derivatives [Member] | ||||
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||||
Beginning Balance | (4,766) | (2,942) | (2,280) | (2,011) |
Other comprehensive income (loss) before reclassifications | 828 | (784) | (3,803) | (1,903) |
Amounts reclassified from accumulated other comprehensive income (loss) | 1,053 | 413 | 3,198 | 601 |
Ending Balance | (2,885) | (3,313) | (2,885) | (3,313) |
Accumulated other comprehensive loss [Member] | ||||
Accumulated Other Comprehensive Income Loss Net Of Tax [Line Items] | ||||
Beginning Balance | (210,141) | (177,346) | (217,065) | (139,243) |
Other comprehensive income (loss) before reclassifications | 3,012 | (27,777) | 7,121 | (65,259) |
Amounts reclassified from accumulated other comprehensive income (loss) | 1,401 | 803 | 4,216 | 182 |
Ending Balance | $ (205,728) | $ (204,320) | $ (205,728) | $ (204,320) |
Accumulated Other Comprehensi53
Accumulated Other Comprehensive Income (Loss) - Changes in Accumulated Other Comprehensive Income (Loss) (Additional Information) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | $ 519 | $ 222 | $ 1,575 | $ 324 |
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 | 511 | (4,332) | 9,699 | (18,265) |
Actuarial losses | 555 | 606 | 1,636 | 1,871 |
Prior service credits | 79 | 72 | 246 | 244 |
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Tax | 128 | 144 | 372 | 437 |
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 | (803) | (2,393) | ||
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 | $ (769) | $ (635) | $ (2,380) | $ (925) |
Net Income Per Share Attribut54
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. - Basic and Diluted Net Income Per Share Attributable (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to Cooper-Standard Holdings Inc. | $ 36,362 | $ 32,732 | $ 107,874 | $ 90,215 |
Increase (decrease) in fair value of share-based awards | 37 | (17) | 49 | 0 |
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders | $ 36,399 | $ 32,715 | $ 107,923 | $ 90,215 |
Basic weighted average shares of common stock outstanding | 17,469,156 | 17,294,155 | 17,388,541 | 17,137,331 |
Dilutive effect of common stock equivalents | 1,291,507 | 1,135,858 | 1,315,037 | 1,190,579 |
Diluted weighted average shares of common stock outstanding | 18,760,663 | 18,430,013 | 18,703,578 | 18,327,910 |
Basic net income per share attributable to Cooper-Standard Holdings Inc. (usd per share) | $ 2.08 | $ 1.89 | $ 6.20 | $ 5.26 |
Diluted net income per share attributable to Cooper-Standard Holdings Inc. (usd per share) | $ 1.94 | $ 1.78 | $ 5.77 | $ 4.92 |
Net Income Per Share Attribut55
Net Income Per Share Attributable to Cooper-Standard Holdings Inc. - Common Stock Equivalents (Detail) - Stock Option [Member] - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
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 | 145,900 | 0 | 145,900 |
Minimum [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise price | $ 0 | $ 64.74 | $ 0 | $ 64.74 |
Maximum [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise price | $ 0 | $ 70.20 | $ 0 | $ 70.20 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Allocated Share-based Compensation Expense | $ 7,640 | $ 3,384 | $ 18,533 | $ 8,348 |
Common Stock (Details)
Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 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 | ||||
Repurchase of common stock | $ 23,800 | ||||
Secondary offering underwriting fees | $ 0 | $ 0 | 5,900 | $ 0 | |
Professional Fees | $ 600 | ||||
Common Stock [Member] | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Repurchase of common stock (shares) | 350,000 | ||||
Cooper Standard Holdings Inc Equity [Member] | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Repurchase of common stock | $ 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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | ||||
Gain on remeasurement of previously held equity interest | $ 0 | $ 0 | $ 0 | $ 14,199 |
Foreign currency losses | (331) | (3,049) | (2,035) | (3,482) |
Secondary offering underwriting fees | 0 | 0 | (5,900) | 0 |
Loss on sale of receivables | (207) | (232) | (674) | (810) |
Miscellaneous income | 20 | 0 | 20 | 0 |
Other (expense) income, net | $ (518) | $ (3,281) | $ (8,589) | $ 9,907 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Related Party Transaction Due From To Related Party [Line Items] | ||||
Secondary offering underwriting fees | $ 0 | $ 0 | $ 5,900 | $ 0 |
Nisco [Member] | ||||
Related Party Transaction Due From To Related Party [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 40.00% | 40.00% | ||
Sales to related party | $ 9,029 | $ 9,619 | $ 26,027 | 27,756 |
Dividend received | $ 1,880 | $ 680 |
Fair Value Measurements and F60
Fair Value Measurements and Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Term loan | $ 725,489 | $ 725,489 | $ 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 | 62,247 | 62,247 | |
Amount reclassified from AOCI into cost of products sold | (769) | $ (2,380) | |
Forward Foreign Exchange Contracts Transaction Period | Jun. 30, 2017 | ||
Interest Rate Swap [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Interest expense, net of interest income | (803) | $ (2,393) | |
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notional amount of foreign currency cash flow | 300,000 | $ 300,000 | |
Derivative, Maturity Date | Sep. 30, 2018 | ||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | 2,937 | $ 2,937 | |
Medium-term Notes [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of the term loan | $ 728,209 | $ 728,209 | $ 714,332 |
Fair Value Measurements and F61
Fair Value Measurements and Financial Instruments - Fair Value Hierarchy Level for Company's Liabilities Measured (Detail) - Level 2 [Member] - USD ($) $ in Thousands | Sep. 30, 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 | $ 355 | $ 900 |
Interest rate swap asset | 35 | 32 |
Accrued Liabilities [Member] | ||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Forward foreign exchange contract liability | (507) | (79) |
Interest rate swap liability | (2,973) | (2,991) |
Other Assets [Member] | ||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Interest rate swap asset | 46 | 38 |
Other Liabilities [Member] | ||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Interest rate swap liability | $ (1,499) | $ (1,739) |
Accounts Receivable Factoring -
Accounts Receivable Factoring - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Receivables [Abstract] | |||||
Amount outstanding under accounts receivable transfer agreements without recourse | $ 66,901 | $ 66,901 | $ 63,473 | ||
Total amount of accounts receivable factored without recourse | 188,934 | $ 207,432 | |||
Costs incurred on sale of receivables without recourse | 391 | $ 468 | 1,286 | 1,658 | |
Amount outstanding under accounts receivable transfer agreements with recourse | 6,297 | $ 6,297 | $ 3,433 | ||
Secured debt maturity period | 1 year | ||||
Total amount of accounts receivable factored with recourse | $ 46,610 | 27,383 | |||
Costs incurred on sale of receivables with recourse | $ 55 | $ 38 | $ 185 | $ 115 |
Commitments and Contingencies A
Commitments and Contingencies Additional Information (Details) | Sep. 30, 2016 |
Nisco [Member] | |
Loss Contingencies [Line Items] | |
Equity Method Investment, Ownership Percentage | 40.00% |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Business Segments - Information
Business Segments - Information on Company's Business Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Sales to external customers | $ 855,656 | $ 827,531 | $ 2,597,457 | $ 2,488,402 | |
Intersegment sales | 0 | 0 | 0 | 0 | |
Segment profit (loss) | 49,171 | 45,387 | 151,735 | 134,232 | |
Segment assets | 2,463,304 | 2,463,304 | $ 2,304,292 | ||
Reportable Geographical Components [Member] | North America [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Sales to external customers | 450,795 | 456,352 | 1,361,183 | 1,327,262 | |
Intersegment sales | 3,409 | 3,037 | 9,908 | 10,933 | |
Segment profit (loss) | 55,031 | 58,327 | 169,857 | 156,978 | |
Segment assets | 956,265 | 956,265 | 864,647 | ||
Reportable Geographical Components [Member] | Europe [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Sales to external customers | 242,773 | 247,275 | 794,411 | 784,387 | |
Intersegment sales | 3,600 | 3,103 | 10,081 | 8,523 | |
Segment profit (loss) | (5,632) | (4,766) | (7,510) | (6,377) | |
Segment assets | 708,615 | 708,615 | 631,309 | ||
Reportable Geographical Components [Member] | Asia Pacific [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Sales to external customers | 137,174 | 102,080 | 380,483 | 299,619 | |
Intersegment sales | 1,426 | 2,196 | 3,925 | 5,032 | |
Segment profit (loss) | 3,037 | (690) | 6,073 | 3,745 | |
Segment assets | 575,745 | 575,745 | 508,704 | ||
Reportable Geographical Components [Member] | South America [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Sales to external customers | 24,914 | 21,824 | 61,380 | 77,134 | |
Intersegment sales | 1 | 28 | 5 | 45 | |
Segment profit (loss) | (3,265) | (7,484) | (16,685) | (20,114) | |
Segment assets | 47,708 | 47,708 | 39,117 | ||
Eliminations and other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Intersegment sales | (8,436) | $ (8,364) | (23,919) | $ (24,533) | |
Segment assets | $ 174,971 | $ 174,971 | $ 260,515 |