Significant Accounting Policies | Note 3. Significant Accounting Policies Financial Statement Presentation a. Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and all subsidiaries over which the Company exercises control. The Company’s share of earnings or losses of nonconsolidated affiliates are included in the consolidated operating results using the equity method of accounting when the Company is able to exercise significant influence over the operating and financial decisions of the affiliates. All intercompany transactions and balances have been eliminated upon consolidation. b. Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value because of the short maturity of these instruments. c. Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts receivable, which represents its estimate of losses inherent in trade receivables. The Company provides an allowance for specific customer accounts where collection is doubtful based on historical collection and write-off experience. The Company will also take into consideration unique factors and provide an allowance, if necessary. Bad debt expense is not material for any period presented. d. Inventories Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. Maintenance, repair, and non-productive inventory, which are considered consumables, are expensed when acquired and included in the Consolidated Statements of Operations as cost of sales. Inventories consist of the following (in thousands): December 31, 2016 December 31, 2015 Raw materials $ 31,993 $ 32,553 Work in process 14,721 12,911 Finished goods 24,996 21,184 Total inventory $ 71,710 $ 66,648 e. Tooling Tooling represents costs incurred by the Company in the development of new tooling used in the manufacture of the Company’s products. All pre-production tooling costs incurred for tools that the Company will not own and that will be used in producing products supplied under long-term supply agreements are expensed as incurred, unless the supply agreement provides the Company with the noncancellable right to use the tools or the reimbursement of such costs is contractually guaranteed by the customer. Generally, the customer agrees to reimburse the Company for certain of its tooling costs at the time the customer awards a contract to the Company. When the part for which tooling has been developed reaches a production-ready status, the Company is reimbursed by its customer for the cost of the tooling, at which time the tooling becomes the property of the customer. The Company has certain other tooling costs related to tools the Company has the contractual right to use during the life of the supply arrangement, which are capitalized and amortized over the life of the related product program. Customer-owned tooling is included in the Consolidated Balance Sheets in prepaid tooling, notes receivable, and other, while company-owned and other tooling is included in other assets, net. The components of capitalized tooling costs are as follows (in thousands): December 31, 2016 December 31, 2015 Customer-owned tooling, net $ 87,934 $ 58,801 Company-owned tooling - 16 Total tooling, net $ 87,934 $ 58,817 Any gain recognized, which is defined as the excess of reimbursement over cost, is amortized over the life of the program. If estimated costs are expected to be in excess of reimbursement, a loss is recorded in the period in which the loss is estimated. f. Property, Plant, and Equipment Property, plant, and equipment are recorded at cost, less accumulated depreciation. Depreciation expense was $72.1 million, $72.3 million, and $7 7. 9 million for the years ended December 31, 2016, 2015, and 2014, respectively. Depreciation is computed using the straight-line method over the following estimated useful lives of assets: Buildings and improvements 32 to 40 years Machinery and equipment 3 to 20 years Leasehold improvements are amortized over the shorter of 10 years or the remaining lease term at the date of acquisition of the leasehold improvement. Costs of maintenance and repairs are charged to expense as incurred and included in cost of sales. Spare parts are considered capital in nature when purchased during the initial investment of a fixed asset. Amounts relating to significant improvements, which extend the useful life or utility of the related asset, are capitalized and depreciated over the remaining life of the asset. Upon disposal or retirement of property, plant, and equipment, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is recognized in cost of sales in the Consolidated Statements of Operations. Property, plant, and equipment consist of the following (in thousands): December 31, December 31, 2016 2015 Cost: Land $ 16,607 $ 16,458 Buildings and improvements 177,156 174,326 Machinery and equipment 837,632 772,320 Construction in progress 93,018 90,623 Property, plant, and equipment, gross 1,124,413 1,053,727 Less: accumulated depreciation (658,844) (625,840) Property, plant, and equipment, net $ 465,569 $ 427,887 g. Asset Retirement Obligations FASB ASC No. 410, Asset Retirement and Environmental Obligations, requires the recognition of a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated. An asset retirement obligation is a legal obligation to perform certain activities in connection with the retirement, disposal, or abandonment of tangible long-lived assets. The fair value of a conditional asset retirement obligation should be recognized when incurred, generally upon acquisition, construction, or development and through the normal operation of the asset. Uncertainty about the timing or method of settlement of a conditional asset retirement should be factored into the measurement of the liability. The liability is measured at fair value and is adjusted to its present value in subsequent periods. The Company’s asset retirement obligations are primarily associated with renovating, upgrading, and returning leased property to the lessor, in accordance with the requirements of the lease. Asset retirement obligations are included in other non-current liabilities in the Consolidated Balance Sheets. The following table reconciles the Company’s asset retirement obligations as of December 31, 2016 and 2015 (in thousands): December 31, December 31, 2016 2015 Beginning balance $ 16,800 $ 17,136 Accretion expense (192) 549 Liabilities settled (114) (1,209) Change in estimate 890 324 Ending balance $ 17,384 $ 16,800 h. Impairment of Long-Lived Assets The Company monitors its long-lived assets for impairment on an ongoing basis in accordance with FASB ASC No. 360, Property, Plant, and Equipment . If an impairment indicator exists, the Company will perform the required analysis and record an impairment charge, if necessary. In conducting its impairment analysis, the Company compares the undiscounted cash flows expected to be generated from a long-lived asset to its net book value. If the net book value of an asset exceeds its undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between net book value and fair value. Fair value is estimated based upon discounted cash flow analyses using cash flow projections based on recent sales data, and independent automotive production volume estimates, and customer commitments. Changes in economic or operating conditions impacting these estimates and assumptions could result in impairment of long-lived assets. Refer to Note 5 for a discussion regarding impairment charges for the periods presented. Long-lived assets held for sale are recorded at the lower of their carrying amount or estimated fair value less cost to sell and depreciation is ceased. i. Goodwill and Other Intangible Assets Goodwill represents the excess of the cost of an acquisition over the fair value of net assets acquired. Goodwill is not amortized, but it is tested for impairment on, at a minimum, an annual basis. In accordance with FASB ASC No. 350, Intangibles—Goodwill and Other , a two-step process is utilized in reviewing for impairment. The first step in the process requires the identification of reporting units and comparison of the fair value of each reporting unit to its respective carrying value. If the carrying value of a unit is less than its fair value, no impairment is deemed to exist and step two is not necessary. If the carrying value of a unit is greater than its fair value, step two is required. The second step in the impairment review process requires the computation of impairment by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of its goodwill. In accordance with FASB ASC No. 350, which requires goodwill be tested for impairment annually and at the same time each year, the Company performs an annual impairment review each year at year-end. The Company will also test goodwill for impairment when an event occurs or circumstances change such that it is reasonably possible that impairment may exist. The evaluation of goodwill for possible impairment includes estimating the fair market value of each of the reporting units which have goodwill associated with their operations using discounted cash flow and multiples of cash earnings valuation techniques, plus valuation comparisons to recent public sale transactions of similar businesses, if any. These valuation methods require the Company to make estimates and assumptions regarding future operating results, cash flows, changes in working capital and capital expenditures, selling prices, profitability, and the cost of capital. Although the Company believes that the estimates and assumptions used were reasonable, actual results could differ from those estimates and assumptions. The results of the Company’s 2016 annual goodwill impairment analysis indicated that the fair value of the Europe and North America reporting units were in excess of carrying value: thus, no impairment existed at December 31, 2016. The results of the Company’s 2015 annual goodwill impairment analysis indicated that the fair value of the Europe and North America reporting units was in excess of its carrying value: thus, no impairment existed at December 31, 2015. The change in the carrying amount of goodwill is set forth below by reportable segment and on a consolidated basis (in thousands ) : p Europe North America Consolidated Balance at December 31, 2014 $ 56,691 $ - $ 56,691 Goodwill from Mexico acquisition - 8,956 8,956 Currency translation adjustment (5,801) (506) (6,307) Balance at December 31, 2015 50,890 8,450 59,340 Currency translation adjustment (1,597) (1,360) (2,957) Balance at December 31, 2016 $ 49,293 $ 7,090 $ 56,383 During the third quarter of 2015 in the North America segment the Company recorded goodwill of $9.0 million, this represents the cost in excess of the net assets acquired, as part of the acquisition of a facility in Mexico. Refer to Note 4 for further information regarding this acquisition. Additionally, an intangible asset of $3.6 million , was recorded as part of the previously discussed acquisition in Mexico. This intangible asset has a definite life and will be amortized on a straight-line basis over seven years, the estimated life of the related asset, which approximates the recognition of related revenues. The Company incurred amortization expense related to intangible assets of $0.4 million, $0.2 million, and $1.2 million for the years ended December 31, 2016, 2015, and 2014, respectively. j. Derivative Financial Instruments Periodically, the Company uses derivative financial instruments to manage interest rate risk and net investment risk in foreign operations, and to limit exposure of foreign currency fluctuations related to certain intercompany payments. The Company is not a party to leveraged derivatives and does not enter into derivative financial instruments for trading or speculative purposes. Under FASB ASC No. 815, Derivatives and Hedging, all derivatives are recorded at fair value. The Company formally documents hedge relationships, including the identification of the hedging instruments and the hedged items, as well as the risk management objectives and strategies for undertaking the hedge transaction. To the extent that derivative instruments qualify, and are designated as, cash flow or net investment hedges, the effective portion is recorded as a component of Accumulated Other Comprehensive Income ( AOCI) and the ineffective portion is recorded as interest expense. All hedges are presented in the Consolidated Balance Sheets at fair value as other assets, net or other non-current liabilities with a corresponding offset to AOCI. The Company also formally assesses whether a derivative used in a hedging transaction is highly effective in offsetting changes in either the fair value or cash flows of the hedged item at inception and on a quarterly basis, thereafter. If the Company determines that a derivative ceases to be an effective hedge, it will discontinue hedge accounting. k. Fair Value of Financial Instruments FASB ASC No. 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants, at the measurement date (i.e., the exit price). The exit price is based upon the amount that the holder of the asset or liability would receive or need to pay in an actual transaction or in a hypothetical transaction if an actual transaction does not exist at the measurement date. In some circumstances, the entry and exit price may be the same; however, they are conceptually different. The Company generally determines fair value based upon quoted market prices in active markets for identical assets or liabilities. If quoted market prices are not available, the Company uses valuation techniques that place greater reliance on observable inputs and less reliance on unobservable inputs. In measuring fair value, the Company may make adjustments for risks and uncertainties, if a market participant would include such an adjustment in its pricing. FASB ASC No. 820 establishes a fair value hierarchy that distinguishes between assumptions based upon market data, referred to as observable inputs, and the Company’s assumptions, referred to as unobservable inputs. Determining where an asset or liability falls within that hierarchy depends on the lowest level input that is significant to the fair value measurement as a whole. An adjustment to the pricing method used within either Level 1 or Level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The hierarchy consists of three broad levels as follows: Level 1: Quoted market prices in active markets for identical assets and liabilities; Level 2: Inputs, other than Level 1 inputs, that are either directly or indirectly observable; and Level 3: Unobservable inputs developed using estimates and assumptions that reflect those that market participants would use. At December 31, 2016, the carrying value and estimated fair value of the Company’s total debt was $390.6 million and $394.2 million, respectively. At December 31, 2015, the carrying value and estimated fair value of the Company’s total debt was $446.6 million and $429.9 million, respectively. The majority of the Company’s debt at December 31, 2016 and 2015 was comprised of the Term Loan Credit Facility, which can be traded between financial institutions. Accordingly, this debt has been classified as Level 2. The fair value was determined based upon quoted values. The remainder of the Company’s debt, primarily consisting of foreign subsidiary indebtedness, is asset-backed and is classified as Level 3. As this debt carries variable rates and minimal credit risk, the book values approximate the fair values. The Company has foreign currency exchange hedges and an interest rate swap that were measured at fair value on a recurring basis at December 31, 2016 and 2015. These instruments are recorded in other assets, net or other non-current liabilities in the Company’s Consolidated Balance Sheets and the fair value is measured using Level 2 observable inputs such as foreign currency exchange rates, swap rates, cross currency basis swap spreads and interest rate spreads. At December 31, 2016, the foreign currency exchange hedge (net investment hedge of our European subsidiaries) had a liability fair value of $5 million. The interest rate swap (not designated for hedge accounting) had a liability fair value of $2.5 million. At December 31, 2015, the foreign currency exchange hedge (net investment hedge of our European subsidiaries) had an asset fair value of $9 million. The interest rate swap (not designated for hedge accounting) had a liability fair value of $2.6 million. The following table provides each major category of assets and liabilities measured at fair value on a nonrecurring basis during the year ended December 31, 2016 (in millions): Quoted prices in active Significant other Significant markets for identical observable unobservable assets inputs inputs Level 1 Level 2 Level 3 Total gains / (losses) Long-lived assets held for sale Not applicable Not applicable $ 4.6 $ (3.1) Long-lived assets held for sale Not applicable Not applicable 18.6 (15.0) I n accordance with FASB ASC No. 360, Property, Plant, & Equipment , the long-lived assets held for sale related to the Ningbo joint venture in China, with a carrying amount of $7.7 million were written down to their fair value of $4.6 million, resulting in a loss of $3.1 million, which was included in the Company’s Consolidated Statements of Operations for the twelve months ended December 31, 2016 as income / (loss) from discontinued operations, net of tax. The fair value of the assets was determined based upon consideration of the negotiated sales price in the sales agreement. In accordance with FASB ASC No. 360, Property, Plant, & Equipment , the long-lived assets held for sale related to the Company’s remaining Brazilian operations, with a carrying amount of $33.6 million were written down to their fair value of $18.6 million, r esulting in a loss of $15 million, which was included in the Company’s Consolidated Statements of Operations for the twelve months ended December 31, 2016 as income / (loss) from discontinued operations, net of tax. This fair value adjustment of $15 million reflects that upon the sale of the Brazilian operations, the cumulative translation adjustment will need to be reclassified to earnings. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. The following table provides each major category of assets and liabilities measured at fair value on a nonrecurring basis during the year ended December 31, 2015 (in millions): Quoted prices in active Significant other Significant markets for identical observable unobservable assets inputs inputs Level 1 Level 2 Level 3 Total gains / (losses) Long-lived assets held for sale Not applicable Not applicable $ 13.4 $ 4.1 For the year ended December 31, 2015, in accordance with FASB ASC No. 360, Property, Plant, & Equipment , long-lived assets of one of the joint ventures held for sale, with a carrying amount of $9.3 million, were adjusted to their fair value of $13.4 million, resulting in a gain of $4.1 million, which is included in income / (loss) from discontinued operations, net of tax for the year ended December 31, 2015. This gain represents the reversal of a portion of the impairment loss recorded in 2014. The fair value of the assets was determined based upon consideration of the negotiated sales price in the sales agreement. The following table provides each major category of assets and liabilities measured at fair value on a nonrecurring basis during the year ended December 31, 2014 (in millions): Quoted prices in active Significant other Significant markets for identical observable unobservable assets inputs inputs Level 1 Level 2 Level 3 Total gains / (losses) Long-lived assets held for sale Not applicable Not applicable $ 56.3 $ (22.9) Long-lived assets held for sale Not applicable Not applicable 2.5 (2.3) Goodwill Not applicable Not applicable - (2.3) For the year ended December 31, 2014, in accordance with FASB ASC No. 360, long-lived assets of one of the joint ventures held for sale, with a carrying amount of $78.2 million, were written down to their fair value of $56.3 million, less estimated costs to sell, resulting in a loss of $22.9 million, which is included in income / (loss) from discontinued operations, net of tax for the year ended December 31, 2014. The fair value of the assets was determined based upon consideration of the negotiated sales price in the preliminary sales agreement. For the year ended December 31, 2014, in accordance with FASB ASC No. 360, long-lived assets held for sale, with a carrying amount of $4.8 million, were written down to their fair value of $2.5 million, less estimated costs to sell, resulting in a loss of $2.3 million, which is included in income / (loss) from discontinued operations, net of tax for the year ended December 31, 2014. Fair value of the assets was determined using a third party appraisal based on current market conditions. For the year ended December 31, 2014, in accordance with FASB ASC No. 350, Intangibles – Goodwill and Other , goodwill with a carrying amount of $2.3 million was written down to its fair value of $0 million, resulting in a loss of $2.3 million , which is included in income / (loss) from discontinued operations, net of tax in our Consolidated Statements of Operations for the year ended December 31, 2014. Fair value of the assets was determined using the income approach based on projected debt free cash flow, which is discounted to the present value using discount factors that consider the timing and risk of cash flows. l. Revenue Recognition In accordance with FASB ASC No. 605, Revenue Recognition, t he Company recognizes revenue once the following criteria have been met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the Company’s price to the buyer is fixed or determinable; and collectability is reasonably assured. The Company recognizes revenue when its products are shipped to its customers, at which time title and risk of loss pass to the customer. The Company participates in certain of its customers’ steel repurchase programs, under which it purchases steel directly from a customer’s designated steel supplier, for use in manufacturing products for that customer. The Company takes delivery and title to such steel and bears the risk of loss and obsolescence. The Company invoices its customers based upon annually negotiated selling prices, which inherently include a component for steel under such repurchase programs. Under guidance provided in FASB ASC No. 605-45, Principal Agent Considerations , the Company has risks and rewards of a principal and therefore, for sales transactions in which the Company participates in a customer’s steel resale program, revenue is recognized on a gross basis for the entire amount of the sales, including the component for purchases under that customer’s steel resale program. The Company enters into agreements to produce products for its customers at the beginning of a given vehicle program’s life. Once such agreements are entered into by the Company, it is obligated to fulfill the customers’ purchasing requirements for the entire production period of the vehicle programs, which range from three to ten years, and generally, the Company has no provisions to terminate such contracts. Additionally, the Company monitors the aging of uncollected billings and adjusts its accounts receivable allowance on a quarterly basis, as necessary, based upon its evaluation of the probability of collection. The adjustments made by the Company due to the write-off of uncollectible amounts have been negligible for all periods presented. m. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the Consolidated Financial Statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company records net deferred tax assets to the extent it believes that these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. Valuation allowances have been recorded where it has been determined that it is more likely than not that the Company will not be able to realize the net deferred tax assets. Previously established valuation allowances are reversed into income when there is compelling evidence, typically three or more consecutive years of cumulative profit or other positive evidence, that the future tax profitability will be sufficient to utilize the deferred tax asset. Due to the significant judgment involved in determining whether deferred tax assets will be realized, the ultimate resolution of these items may be materially different from the previously estimated outcome. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows, or financial position. The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across the Company’s global operations. FASB ASC No. 740, Income Taxes , provides that a tax benefit from an uncertain tax position be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. FASB ASC No. 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has elected to recognize interest and penalties related to unrecognized tax benefits as income tax expense. The Company recognizes tax liabilities in accordance with FASB ASC No. 740 and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different than the Company’s current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. n. Segment Reporting The Company determines its reportable segments based upon the guidance in FASB ASC No. 280, Segment Reporting . The Company defines its operating segments as components of its business where separate financial information is available. In periods prior to the second quarter of 2016, the Company was comprised of four operating segments: Europe, China, North America, and South America. These operating segments were aggregated into two reportable segments. The International segment consisted of Europe and China and the Americas segment consisted of North America and South America. Since the Company’s remaining operations in China and Brazil are currently reported as Discontinued Operations, the new reportable segments are Europe and North America. Prior periods have been recast to conform to the new segment presentation. o. Foreign Currency Translation The functional currency of the Company’s foreign operations is the local currency in which they operate. Assets and liabilities of the Company’s foreign operations are translated into U.S. dollars using the applicable period-end exchange rates. Results of operations are translated at applicable average rates prevailing throughout the period. Gains or losses resulting from foreign currency translation are reported as foreign currency translation adjustments, a separate component of AOCI, in the Consolidated Statements of Comprehensive Income / (Loss). Gains and losses resulting from foreign currency transactions are recognized in net income / (loss) in the Consolidated Statements of Operations and were immaterial for all periods presented. p. Exit or Disposal Activities Costs to idle, consolidate, or close facilities and provide postemployment benefits to employees are accrued based on management’s best estimate of the wage and benefit costs that will be incurred. Costs related to idling of employees that is expected to be temporary are expensed as incurred. Costs to terminate a contract without economic benefit to the Company are expensed at the time the contract is terminated. One-time termination benefits that are not subject to contractual arrangements, provided to employees who are involuntarily terminated, are recorded after management commits to a detailed plan of termination, communicates the plan to employees, and when actions required to complete the plan indicate that significant changes are not likely. If employees are required to render services until they are terminated in order to earn termination benefits, the benefits are recognized ratably over the future service period. q. Share-based Compensation The Company measures compensation cost arising from the grant of share-based awards to employees at fair value. The Company recognizes such costs in income over the period during which the requisite service is provided. Refer to Note 12 for further discussion regarding share-based compensation. r. Accumulated Other Comprehensive Income / (Loss) The following table presents the components of accumulated other comprehensive loss (in thousands): As of December 31, 2016 As of December 31, 2015 Foreign currency translation adjustments, net of tax of $10.1 million and $7.8 million $ (44,411) $ (40,490) Defined benefit plans, net of tax of $14.2 million and $13.5 million (38,972) (40,002) Accumulated other comprehensive loss $ (83,383) $ (80,492) The following table presents the changes in accumulated other comprehensive loss by component for the year ended December 31, 2016 (in thousands): Foreign Currency Defined Benefit Translation Plan, Net of Tax Adjustments Total Balance at December 31, 2015 $ (40,002) $ (40,490) $ (80,492) Other comprehensive income / (loss) before reclassification 1,030 (3,921) (2,891) Net current-period other comprehensive income / (loss) 1,030 (3,921) (2,891) Balance at December 31, 2016 $ (38,972) $ (44,411) $ (83,383) The following table presents the changes in accumulated other comprehensive loss by component for the year ended December 31, 2015 (in thousands): Foreign Currency Defined Benefit Translation Plan, Net of Tax Adjustments Total Balance at December 31, 2014 $ (39,690) $ (7,224) $ (46,914) Other comprehensive loss before reclassification (312) (33,266) (33,578) Net current-period other comprehensive loss (312) (33,266) (33,578) Balance at December 31, 2015 $ (40,002) $ (40,490) $ (80,492) s. Estimates The preparation of the Company’s financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures related to contingent assets and liabilities at the reporting date and the reported amounts of revenues and expenses during the |