Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 20, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Tower International, Inc. | |
Entity Central Index Key | 1,485,469 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | towr | |
Entity Common Stock, Shares Outstanding | 20,528,437 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
ASSETS | |||
Cash and cash equivalents | $ 43,597 | $ 62,788 | |
Accounts receivable, net of allowance of $1,533 and $961 | 272,749 | 178,251 | |
Inventories (Note 3) | 81,127 | 71,710 | |
Assets held for sale (Note 4) | 45,065 | 102,252 | |
Prepaid tooling, notes receivable, and other | 120,500 | 103,023 | |
Total current assets | 563,038 | 518,024 | |
Property, plant, and equipment, net | 514,137 | 465,569 | |
Goodwill (Note 6) | 63,407 | 56,383 | |
Deferred tax asset | 114,399 | 112,645 | |
Other assets, net | 12,112 | 9,902 | |
Total assets | 1,267,093 | [1] | 1,162,523 |
LIABILITIES AND EQUITY | |||
Short-term debt and current maturities of capital lease obligations (Note 8) | 42,853 | 34,211 | |
Accounts payable | 300,292 | 258,129 | |
Accrued liabilities | 117,305 | 114,079 | |
Liabilities held for sale (Note 4) | 16,814 | 53,310 | |
Total current liabilities | 477,264 | 459,729 | |
Long-term debt, net of current maturities (Note 8) | 361,734 | 351,232 | |
Obligations under capital leases, net of current maturities (Note 8) | 4,863 | ||
Deferred tax liability | 5,533 | 5,594 | |
Pension liability (Note 11) | 51,723 | 61,627 | |
Other non-current liabilities | 97,070 | 65,539 | |
Total non-current liabilities | 516,060 | 488,855 | |
Total liabilities | 993,324 | 948,584 | |
Commitments and contingencies (Note 17) | |||
Tower International, Inc.'s stockholders' equity | |||
Preferred stock, $0.01 par value, 50,000,000 authorized and 0 issued and outstanding | |||
Common stock, $0.01 par value, 350,000,000 authorized, 22,299,801 issued and 20,524,527 outstanding at September 30, 2017, and 22,107,402 issued and 20,359,131 outstanding at December 31, 2016 | 223 | 221 | |
Additional paid in capital | 343,374 | 340,623 | |
Treasury stock, at cost, 1,775,254 and 1,748,271 shares as of September 30, 2017 and December 31, 2016 | (36,408) | (35,645) | |
Accumulated surplus / (deficit) | 36,044 | (14,021) | |
Accumulated other comprehensive loss (Note 12) | (69,464) | (83,383) | |
Total Tower International, Inc.'s stockholders' equity | 273,769 | 207,795 | |
Noncontrolling interests in subsidiaries (Note 12) | 6,144 | ||
Total stockholders' equity | 273,769 | 213,939 | |
Total liabilities and stockholders' equity | $ 1,267,093 | $ 1,162,523 | |
[1] | As of September 30, 2017 and 2016, total assets include assets held for sale. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Allowance for accounts receivable (in dollars) | $ 1,533 | $ 961 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 22,299,801 | 22,107,402 |
Common stock, shares outstanding | 20,524,527 | 20,359,131 |
Treasury stock, shares | 1,775,274 | 1,748,271 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||
Revenues | $ 462,372 | $ 457,042 | $ 1,449,887 | $ 1,451,367 | |
Cost of sales | 403,619 | 396,806 | 1,272,758 | 1,271,900 | |
Gross profit | 58,753 | 60,236 | 177,129 | 179,467 | |
Selling, general, and administrative expenses | 29,667 | 31,223 | 87,899 | 96,125 | |
Amortization expense (Note 6) | 117 | 112 | 333 | 344 | |
Restructuring and asset impairment charges, net (Note 7) | 1,131 | 1,196 | 8,379 | 2,782 | |
Operating income | 27,838 | 27,705 | 80,518 | 80,216 | |
Interest expense | 5,673 | 5,598 | 7,933 | 18,167 | |
Interest income | 64 | 40 | 197 | 108 | |
Other expense | [1],[2] | 575 | 6,481 | ||
Income before provision for income taxes, and income / (loss) from discontinued operations | 22,229 | 22,147 | 72,207 | 55,676 | |
Provision for income taxes (Note 10) | 8,002 | 4,239 | 22,170 | 13,770 | |
Income from continuing operations | 14,227 | 17,908 | 50,037 | 41,906 | |
Income / (loss) from discontinued operations, net of tax (Note 4) | 704 | 367 | 1,565 | (19,999) | |
Net income / (loss) | 14,931 | 18,275 | 51,602 | 21,907 | |
Less: Net income attributable to the noncontrolling interests | 118 | 110 | 213 | ||
Net income / (loss) attributable to Tower International, Inc. | $ 14,931 | $ 18,157 | $ 51,492 | $ 21,694 | |
Weighted average basic shares outstanding | 20,522,001 | 20,830,203 | 20,485,722 | 21,039,305 | |
Weighted average diluted shares outstanding | 20,787,405 | 21,182,149 | 20,804,441 | 21,372,875 | |
Basic income per share attributable to Tower International, Inc.: | |||||
Income per share from continuing operations (Note 13) | $ 0.69 | $ 0.85 | $ 2.44 | $ 1.98 | |
Income / (loss) per share from discontinued operations (Note 13) | 0.03 | 0.02 | 0.08 | (0.95) | |
Income / (loss) per share (Note 13) | 0.73 | 0.87 | 2.51 | 1.03 | |
Diluted income per share attributable to Tower International, Inc.: | |||||
Income per share from continuing operations (Note 13) | 0.68 | 0.84 | 2.40 | 1.95 | |
Income / (loss) per share from discontinued operations (Note 13) | 0.03 | 0.02 | 0.08 | (0.93) | |
Income / (loss) per share (Note 13) | 0.72 | 0.86 | 2.48 | 1.02 | |
Dividends declared per share | $ 0.11 | $ 0.10 | $ 0.33 | $ 0.30 | |
[1] | Represents costs incurred during the nine months ended September 30, 2017, to support the refinancing of the Company's term debt. | ||||
[2] | Represents costs incurred during the three and nine months ended September 30, 2016, to support the investigation into the potential sale of the Company's European operations, which is no longer being considered. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | ||||
Net income / (loss) | $ 14,931 | $ 18,275 | $ 51,602 | $ 21,907 |
Other comprehensive income / (loss), net of tax | ||||
Foreign currency translation adjustments, net of tax benefit of $2.6 million, $1.1 million, $8.5 million, and $2.1 million | 6,578 | (100) | 19,867 | 6,344 |
Unrealized loss on qualifying cash flow hedge, net of tax benefit of $0.8 million, $0 million, $3.6 million, and $0 million | (1,283) | (5,896) | ||
Other comprehensive income / (loss), net of tax: | 5,295 | (100) | 13,971 | 6,344 |
Comprehensive income | 20,226 | 18,175 | 65,573 | 28,251 |
Less: Comprehensive income / (loss) attributable to noncontrolling interests | 89 | 162 | (9) | |
Comprehensive income attributable to Tower International, Inc. | $ 20,226 | $ 18,086 | $ 65,411 | $ 28,260 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | ||||
Foreign currency translation adjustment, tax expense / (benefit) | $ (2,600,000) | $ (1,100,000) | $ (8,500,000) | $ (2,100,000) |
Unrealized loss on qualifying cash flow hedge, tax expense / (benefit) | $ (300,000) | $ 0 | $ (3,600,000) | $ 0 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING ACTIVITIES: | ||
Net income | $ 51,602 | $ 21,907 |
Less: Income / (loss) from discontinued operations, net of tax | 1,565 | (19,999) |
Income from continuing operations | 50,037 | 41,906 |
Adjustments required to reconcile income from continuing operations to net cash provided by continuing operating activities: | ||
Deferred income tax provision | 15,367 | 10,251 |
Depreciation and amortization | 54,853 | 53,383 |
Non-cash share-based compensation | 1,657 | 1,545 |
Pension income, net of contributions | (9,906) | (7,851) |
Change in working capital and other operating items | (76,095) | (66,876) |
Net cash provided by continuing operating activities | 35,913 | 32,358 |
INVESTING ACTIVITIES: | ||
Cash disbursed for purchases of property, plant, and equipment, net | (76,687) | (73,536) |
Proceeds from disposition of joint venture, net | 15,944 | |
Net cash used in continuing investing activities | (60,743) | (73,536) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings | 535,926 | 458,752 |
Repayments of borrowings | (522,029) | (417,664) |
Repayments on Term Loan Credit Facility | (50,000) | |
Original issuance discount | (1,808) | |
Debt financing costs | (4,747) | |
Dividend payment to Tower stockholders | (6,756) | (6,334) |
Proceeds from stock options exercised | 1,094 | 68 |
Purchase of treasury stock | (763) | (18,533) |
Net cash provided by / (used in) continuing financing activities | 917 | (33,711) |
Discontinued operations: | ||
Net cash from / (used in) discontinued operating activities | (322) | 3,714 |
Net cash used in discontinued investing activities | (1,251) | (2,110) |
Net cash from / (used in) discontinued financing activities | 1,137 | (2,899) |
Net cash used in discontinued operations | (436) | (1,295) |
Effect of exchange rate changes on continuing cash and cash equivalents | 5,158 | 1,806 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (19,191) | (74,378) |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 62,788 | 121,594 |
End of period | 43,597 | 47,216 |
Supplemental Cash Flow Information: | ||
Interest paid, net of amounts capitalized | 16,842 | 14,351 |
Income taxes paid | 5,265 | 3,567 |
Non-cash Investing Activities: | ||
Capital expenditures in liabilities for purchases of property, plant, and equipment | $ 13,877 | $ 13,525 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization and Basis of Presentation [Abstract] | |
Organization and Basis of Presentation | Note 1. Organization and Basis of Presentation Tower International, Inc. and its subsidiaries (collectively referred to as the “Company” or “Tower International”), is a leading integrated global manufacturer of engineered automotive structural metal components and assemblies, primarily serving original equipment manufacturers (“OEMs”), including Ford, Volkswagen Group, Fiat-Chrysler, Volvo, Nissan, Daimler, Toyota, BMW, and Honda. Products include body structures, assemblies and other chassis, structures, and lower vehicle systems and suspension components for small and large cars, crossovers, pickups, and sport utility vehicles (“SUVs”). Including both wholly owned subsidiaries and majority owned subsidiaries, the Company has strategically located production facilities in the United States, Germany, Belgium, Slovakia, Italy, Poland, Mexico, and the Czech Republic, supported by engineering and sales locations in the United States, Germany, Italy, Japan and India. The accompanying Condensed Consolidated Financial Statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the Condensed Consolidated Financial Statements includes normal recurring adjustments and reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of such financial statements. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the SEC. Although the Company believes that the disclosures are adequate to make the information presented not misleading, these Condensed Consolidated Financial Statements should be read in conjunction with the audited year-end financial statements and the notes thereto included in the most recent Annual Report on Form 10-K filed by the Company with the SEC. The interim results for the periods presented may not be indicative of the Company’s actual annual results. Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All intercompany transactions and balances have been eliminated upon consolidation. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements [Abstract] | |
New Accounting Pronouncements | Note 2. New Accounting Pronouncements Hedge Accounting On August 28, 2017, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2017-12 , Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . This ASU is designed to better align hedge accounting with an organization’s risk management activities in the financial statements. In addition, this ASU simplifies the application of hedge accounting guidance in areas where practice issues exist. This ASU is effective for interim and annual periods after December 15, 2018. Early adoption is permitted, and requires that the effect of adoption should be reflected as of the beginning of the fiscal year of adoption. The Company is currently evaluating the effects that this ASU may have on its Consolidated Financial Statements . Retirement Benefits On March 10, 2017, the FASB issued ASU No. 2017-07 , Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . This ASU is designed to increase the transparency and usefulness of information about defined benefit costs for pension plans and other post-retirement benefit plans presented in employer financial statements. This ASU is effective for interim and annual periods after December 15, 2017. Early adoption is allowed, and requires that the guidance be applied retrospectively to all prior periods. Effective October 1, 2006, the Company’s pension plan was frozen and the Company ceased accruing any additional benefits; as such, the Company does not expect a material financial statement impact related to the adoption of this ASU. Stock Compensation In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for employee share-based payment transactions. This ASU wa s effective for annual reporting periods beginning after December 15, 2016, and interim periods therein. Upon adoption in the first quarter of 2017, the Company recorded a cumulative adjustment for previously unrecognized tax benefits to accumulated surplus of approximately $5.3 million. Revenue Recognition On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . This ASU outlines a single comprehensive model for entities to utilize to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that will be received in exchange for the goods and services. Additional disclosures will also be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of this standards update to fiscal years beginning after December 15, 2017, with early adoption permitted on the original effective date of fiscal years beginning after December 15, 2016. In 2016, the FASB issued ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-11, and ASU 2016-12, all of which amend the implementation guidance and illustrations in the Board’s new revenue standard. The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company currently expects to adopt the new revenue standards in its first quarter of 2018 utilizing the modified retrospective transition method. To assess the impact of the new standard, the Company is analyzing the standard's impact on customer contracts, comparing its historical accounting policies and practices to the requirements of the new standard, and identifying potential differences from application of the new standard's requirements. While the Company has not yet completed its evaluation of the effects of adoption, t he Company does not expect the adoption of the new revenue standards to have a material impact on its Consolidated F inancial S tatements. Leases In February 2016, the FASB issued ASU No. 2016-02 , Lease Accounting . This ASU introd uces a lessee model that brings most leases on the balance sheet. Further, the standard also aligns certain of the underlying principles of the new lessor model with those in ASU No. 2014-09. This new ASU on leases is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating significant contracts and assessing any impact to the Consolidated Financial Statements. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventories [Abstract] | |
Inventories | Note 3. Inventories Inventories are stated at the lower of cost or net realizable value. 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 Condensed Consolidated Statements of Operations as cost of sales. Inventories consist of the following (in thousands): September 30, 2017 December 31, 2016 Raw materials $ 38,509 $ 31,993 Work in process 16,809 14,721 Finished goods 25,809 24,996 Total inventory $ 81,127 $ 71,710 |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Assets Held for Sale [Abstract] | |
Discontinued Operations and Assets Held for Sale | Note 4. Discontinued Operations and Assets Held for Sale During the second quarter of 2016, the Company’s Board of Directors approved a plan to sell the Company’s remaining business operations in Brazil and China. At September 30, 2017 , the Brazilian business operation and one Chinese joint venture in Ningbo, China are considered held for sale in accordance with FASB Accounting Standard Codification (“ASC”) No. 360, Property, Plant, and Equipment, and presented as discontinued operations in the Condensed Consolidated Financial Statements, in accordance with FASB ASC No. 205, Discontinued Operations . At December 31, 2016, both of the Brazilian and Chinese business operations were held for sale and presented as discontinued operations. The following table discloses select financial information of the discontinued operations of the Company’s Brazilian and Chinese business operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Revenues $ 14,597 $ 28,536 $ 63,373 $ 78,619 Loss from sale of Wuhu discontinued operation - - (2,596) - Income / (loss) from discontinued operations: Income / (loss) before provision for income taxes and equity in income / (loss) of joint venture 1,199 637 4,867 (18,747) Provision / (benefit) for income taxes 495 270 706 1,252 Income / (loss) from discontinued operations $ 704 $ 367 $ 1,565 $ (19,999) Sale of China Joint Ventures In October of 2016, the Company entered into an agreement to sell its joint venture in Wuhu, China: Tower Automotive (“Wuhu”) Company, Ltd. The initial sale agreement provided for the purchase of the Company’s equity in the joint venture for approximately $21 million, net of tax. The Company received proceeds of $4.5 million in the fourth quarter of 2016. On May 9, 2017, the Company completed the sale of its equity interest in Wuhu. During the second quarter of 2017, the Company received total net proceeds of $15.9 million related to the sale, which resulted in a total sales price that was less than the carrying value of the net assets of Wuhu. In addition, the Company incurred certain transaction related costs; therefore, a net loss of $2.6 million was recorded in the second quarter of 2017. As of September 30, 2017 , all proceeds from the transaction were received. Wuhu has been presented as discontinued operations in our Consolidated Financial Statements, in accordance with FASB ASC No. 205, Discontinued Operations . Also, in October of 2016, the Company entered into an agreement to sell its joint venture in Ningbo, China: Tower (“Ningbo”) DIT Automotive Products Co., Ltd. The agreement is subject to Chinese government approval. The sale agreement provided for purchase of the Company’s equity in the joint venture for approximately $4 million, net of tax. The Company anticipates that this transaction will close in the fourth quarter of 2017. Discontinued Brazil Operation During the second quarter of 2016, the Company’s Board of Directors approved a plan to sell the Company’s remaining business operations in Brazil. During the second quarter of 2016, the Company recorded a fair value adjustment of $15 million that represents the cumulative translation adjustment related to Brazil. The assets and liabilities held for sale are recorded at the lower of carrying value or fair value less costs to sell and are summarized by category in the following table (in thousands): September 30, 2017 December 31, 2016 ASSETS Current assets $ 24,695 $ 59,137 Property, plant, and equipment, net 29,023 47,640 Other assets, net 9,447 13,575 Fair value adjustment (18,100) (18,100) Total assets held for sale $ 45,065 $ 102,252 LIABILITIES Short-term debt and current maturities of capital lease obligations $ 1,283 $ 2,792 Accounts payable 12,052 43,661 Total current liabilities 13,335 46,453 Long-term debt, net of current maturities 1,535 2,393 Other non-current liabilities 1,944 4,464 Total non-current liabilities 3,479 6,857 Total liabilities held for sale $ 16,814 $ 53,310 |
Tooling
Tooling | 9 Months Ended |
Sep. 30, 2017 | |
Tooling [Abstract] | |
Tooling | Note 5. 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. After 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. 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. Customer-owned tooling is included in the Condensed Consolidated Balance Sheets in prepaid tooling, notes receivable, and other. At September 30, 2017 and December 31, 2016 , the Company had an asset related to customer-owned tooling of $84.4 million and $87.9 million, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | Note 6. Goodwill and Other Intangible Assets Goodwill The change in the carrying amount of goodwill is set forth below by reportable segment and on a consolidated basis (in thousands): Europe North America Consolidated Balance at December 31, 2016 $ 49,293 $ 7,090 $ 56,383 Currency translation adjustment 6,063 961 7,024 Balance at September 30, 2017 $ 55,356 $ 8,051 $ 63,407 Intangibles In the North America segment, an intangible asset of $3.5 million related to customer relationships was recorded in 2015, as part of the acquisition of a facility 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 of $0.1 million and $0.3 million for the three and nine months ended September 30, 2017 , respectively. The Company incurred amortization expense of $0.1 million and $0.3 million for the three and nine months ended September 30, 2016 , respectively . |
Restructuring and Asset Impairm
Restructuring and Asset Impairment Charges | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Asset Impairment Charges [Abstract] | |
Restructuring and Asset Impairment Charges | Note 7. Restructuring and Asset Impairment Charges As of September 30, 2017 , the Company has executed various restructuring plans and may execute additional plans in the future to reduce corporate overhead, to realign manufacturing capacity to prevailing global automotive production levels, and to improve the utilization of remaining facilities. Estimates of restructuring charges are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring expenses, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established reserves. Restructuring and Asset Impairment Charges Net restructuring and asset impairment charges for each of the Company’s segments include the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Europe $ 199 $ - $ 943 $ 117 North America 932 1,196 7,436 2,665 Consolidated $ 1,131 $ 1,196 $ 8,379 $ 2,782 The following table sets forth the Company’s net restructuring and asset impairment charges by type for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Employee termination costs $ 690 $ 361 $ 7,557 $ 493 Other exit costs 441 835 822 2,289 Total restructuring expense $ 1,131 $ 1,196 $ 8,379 $ 2,782 The charges incurred during the nine months ended September 30, 2017 and 2016 related primarily to the following actions: 2017 Actions During the three and nine months ended September 30, 2017 , the charges incurred in the North America and Europe segments related to severance charges to reduce corporate overhead and ongoing maintenance expense of facilities closed as a result of prior actions. 2016 Actions During the three and nine months ended September 30, 2016 , the charges incurred in the North America and Europe segments related to ongoing maintenance expense of facilities closed as a result of prior actions and severance charges to reduce fixed costs. Restructuring Reserve The table below summarizes the activity in the restructuring reserve by segment, reflected in accrued liabilities and other non-current liabilities, for the above-mentioned actions through September 30, 2017 (in thousands): Europe North America Consolidated Balance at December 31, 2016 $ 92 $ 197 $ 289 Payments (670) (2,876) (3,546) Increase in liability 943 6,614 7,557 Balance at September 30, 2017 $ 365 $ 3,935 $ 4,300 Except as disclosed in the table above, the Company does not anticipate incurring additional material cash charges associated with the actions described above. The changes in the restructuring reserve set forth in the table above do not agree with the restructuring charges for the period, as certain items are expensed as incurred related to the actions described. The restructuring reserve increased during the nine months ended September 30, 2017 , reflecting primarily accruals for severance, offset partially by payments related to 2017 restructuring actions and prior accruals. During the nine months ended September 30, 2017 , the Company incurred payments in Europe of $0.7 million and in North America of $2.9 million related to prior accruals and 2017 restructuring actions described above. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt [Abstract] | |
Debt | Note 8. Debt Short-Term Debt Short-term debt consists of the following (in thousands): September 30, 2017 December 31, 2016 Current maturities of debts (excluding capital leases) $ 37,130 $ 33,277 Current maturities of capital leases 5,723 934 Total short-term debt $ 42,853 $ 34,211 Long-Term Debt Long-term debt consists of the following (in thousands): September 30, 2017 December 31, 2016 Term Loan Credit Facility (net of discount of $2,380 and $827 ) $ 357,314 $ 361,798 Amended Revolving Credit Facility 16,500 - Other foreign subsidiary indebtedness 33,515 28,777 Debt issue costs (8,465) (6,066) Total debt 398,864 384,509 Less: Current maturities of debts (excluding capital leases) (37,130) (33,277) Total long-term debt $ 361,734 $ 351,232 Term Loan Credit Facility On March 7, 2017 , the Company amended the Term Loan Credit Agreement by entering into the Third Refinancing Term Loan Amendment and Restatement Agreement (“Third Term Loan Amendment”), pursuant to which, among other things, the outstanding term loans under the Term Loan Credit Agreement were refinanced in full. There were no additional borrowings associated with this refinancing. The aggregate principal amount of $358.9 million was outstanding under the Term Loan Credit Agreement upon amendment . The maturity date of the Term Loan Credit Facility is March 7, 2024 and the Term Loans bear interest at (i) the Alternate Base Rate plus a margin of 1.75% or (ii) the Adjusted LIBO Rate (calculated by multiplying the applicable LIBOR rate by a statutory reserve rate) plus a margin of 2.75% . The Term Loan Borrower’s obligations under the Term Loan Credit Facility are guaranteed by the Company on an unsecured basis and guaranteed by Term Loan Holdco and certain of the Company's other direct and indirect domestic subsidiaries on a secured basis (the “Subsidiary Guarantors”). The Term Loan Credit Facility is secured by (i) a first priority security interest in certain assets of the Term Loan Borrower and the Subsidiary Guarantors, other than, inter alia, accounts, chattel paper, inventory, cash deposit accounts, securities accounts, machinery, equipment and real property and all contract rights, and records and proceeds relating to the foregoing and (ii) on a second priority basis to all other assets of the Term Loan Borrower and the Subsidiary Guarantor which have been pledged on a first priority basis to the agent for the benefit of the lenders under the Amended Revolving Credit Facility described below. The Term Loan Credit Agreement includes customary covenants applicable to certain of the Company’s subsidiaries and includes customary events of default and amounts due thereunder may be accelerated upon the occurrence of an event of default. As of September 30, 2017 , the outstanding principal balance of the Term Loan Credit Facility was $ 357.3 million (net of a $2.4 million original issue discount) and the effective interest rate was 4.0% per annum. Amended Revolving Credit Facility On March 7, 2017, the Company entered into a Fourth Amended and Restated Revolving Credit and Guaranty Agreement (“Fourth Amended Revolving Credit Facility Agreement”), by and among Tower Automotive Holdings USA, LLC, the Company, Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, the subsidiary guarantors named therein, the financial institutions from time to time party thereto as Lenders, and JPMorgan Chase Bank, N.A. as Issuing Lender, as Swing Line Lender, and as Administrative Agent for the Lenders. The Fourth Amended Revolving Credit Facility Agreement amended and restated, in its entirety, the Third Amended Revolving Credit Facility Agreement, dated as of September 17, 2014, by and among Tower Automotive Holdings USA, LLC (“the Borrower”), its domestic affiliate and domestic subsidiary guarantors named therein, and the lenders party thereto, and the Agent. The Fourth Amended Revolving Credit Facility Agreement provides for a cash flow revolving credit facility in the aggregate amount of up to $200 million. The Fourth Amended Revolving Credit Facility Agreement also provides for the issuance of letters of credit in an aggregate amount not to exceed $30 million, provided that the total amount of credit (inclusive of revolving loans and letters of credit) extended under the Fourth Amended Revolving Credit Facility Agreement is subject to an overall cap, on any date, of $200 million. The Company may request the issuance of Letters of Credit denominated in Dollars or Euros. The expiration date for the Amended Revolving Credit Facility is March 7, 2022 . Advances under the Amended Revolving Credit Facility bear interest at an alternate base rate plus a base rate margin or LIBOR plus a Eurodollar margin. The applicable margins are determined by the Company’s Total Net Leverage Ratio (as defined in the Fourth Amended Revolving Credit Facility Agreement). As of September 30, 2017 , the applicable margins were 2.50% per annum for LIBOR based borrowings and 1.50% per annum for base rate borrowings, resulting in a weighted average interest rate of 4.54% . The Company will pay a commitment fee at a rate equal to 0.50% per annum on the average daily unused total revolving credit commitment. The Amended Revolving Credit Facility is guaranteed by the Company on an unsecured basis and is guaranteed by certain of the Company’s other direct and indirect domestic subsidiaries on a secured basis. The Amended Revolving Credit Facility is secured (i) by a first priority security interest in certain assets of the Borrower and the Subsidiary Guarantors, including accounts, inventory, chattel paper, cash, deposit accounts, securities accounts, machinery, equipment and real property and all contract rights, and records and proceeds relating to the foregoing and (ii) on a second priority basis to all other assets of the Borrower and the Subsidiary Guarantors. The Fourth Amended Revolving Credit Facility Agreement contains customary covenants applicable to certain of the Company’s subsidiaries and includes customary events of default and amounts due there under may be accelerated upon the occurrence of an event of default. As of September 30, 2017 , there was $174.5 million of unutilized borrowing availability under the Amended Revolving Credit Facility. At that date, there were $16.5 million of borrowings and $9 million of letters of credit outstanding under the Amended Revolving Credit Facility. Other Foreign Subsidiary Indebtedness As of September 30, 2017 , other foreign subsidiary indebtedness of $33.5 million consisted primarily of receivables factoring in Europe of $27.4 million, and other indebtedness in Europe of $6.1 million. The change in foreign subsidiary indebtedness from December 31, 2016 to September 30, 2017 is explained by the following (in thousands): Europe Balance at December 31, 2016 $ 28,777 Maturities of indebtedness (1,108) Change in borrowings on credit facilities, net 2,306 Foreign exchange impact 3,540 Balance at September 30, 2017 $ 33,515 Generally, borrowings of foreign subsidiaries are made under credit agreements with commercial lenders and are used to fund working capital and other operating requirements. As of September 30, 2017 , the receivables factoring facilities balance available to the Company was $ 27.4 million ( € 23.2 million), of which the entire amount was drawn. These are uncommitted, demand facilities which are subject to termination at the discretion of the banks and bear interest rates based on the average three month EURIBOR plus a spread ranging from 2.50% to 3.00% . The effective annual interest rates as of September 30, 2017 ranged from 2.17% to 2.67% , with a weighted average interest rate of 2.45% per annum. Any receivables factoring under these facilities is with recourse and is secured by the accounts receivable factored. These receivables factoring transactions are recorded in the Company’s Condensed Consolidated Balance Sheets in short-term debt and current maturities of capital lease obligations. As of September 30, 2017 , the Company’s European subsidiaries had borrowings of $6.1 million ( €5.1 million), which had an annual interest rate of 6.25% and matures in November 2017 . This term loan is secured by certain machinery and equipment. As of September 30, 2017 , the secured line of credit balance available to the Company was $11.8 million (€ 10 million) , of which no borrowings were outstanding . The facility bears an interest rate based on the EURIBOR plus a spread of 1.9% and matures in October 2017 . The effective annual interest rate as of September 30, 2017 was 1.9% per annum. The facilities are secured by certain accounts receivable related to customer-owned tooling, real estate, and other assets, and are subject to negotiated prepayments upon the receipt of funds from completed customer projects. As of September 30, 2017 , the Company’s European subsidiaries had an asset-based revolving credit facility balance available to the Company of $33.8 million, of which no borrowings were outstanding. This facility bears an interest rate based upon one month LIBOR plus a margin of 4.00% , or base rate plus a margin of 3.00% , and matures in October 2017 . Availability on the credit facility is determined based upon the appraised value of certain machinery, equipment, and real estate, subject to a borrowing base availability limitation and customary covenants. Covenants As of September 30, 2017 , the Company was in compliance with the financial covenants that govern its credit agreements. Capital Leases The Company had the following capital lease obligations, which expire in March 2018, as of the dates presented (in thousands): September 30, 2017 December 31, 2016 Current maturities of capital leases $ 5,723 $ 934 Non-current maturities of capital leases - 4,863 Total capital leases $ 5,723 $ 5,797 Debt Issue Costs The Company had debt issuance costs, net of amortization, of $ 8.5 million and $6.1 million as of September 30, 2017 and December 31, 2016 , respectively. These amounts are reflected in the Condensed Consolidated Balance Sheets as a direct deduction from long-term debt, net of current maturities. The Company incurred interest expense related to the amortization of debt issue costs of $0.5 million and $1.8 million during the three and nine months ended September 30, 2017 , respectively. The Company incurred interest expense related to the amortization of debt issue costs of $0.5 million and $ 2 million during the three and nine months ended September 30, 2016 , respectively . |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Financial Instruments[Abstract] | |
Derivative Financial Instruments | Note 9. Derivative Financial Instruments The Company’s derivative financial instruments include interest rate and cross currency swaps. The Company does not enter into derivative financial instruments for trading or speculative purposes. On an on-going basis, the Company monitors counterparty credit ratings. The Company considers credit non-performance risk to be low because the Company enters into agreements with commercial institutions that have at least an S&P, or equivalent, investment grade credit rating. On October 17, 2014, the Company entered into a $200 million variable rate to fixed rate interest rate swap for a portion of the Company’s Term Loan and a € 157.1 million cross currency swap based on the U.S . dollar / Euro exchange spot rate of $1.2733 which was the prevailing rate at the time of the transaction. The maturity date for both swap instruments was April 16, 2020 . During the year ended December 31, 2015, the Company reduced the notional amount of the interest rate swap from $200 million to $186.1 million and increased the notional amount on the cross curre ncy swap from € 157.1 million to € 178 million. On March 7, 2017, the Company amended the $200 million variable rate to fixed rate interest rate swap, for a portion of the Company’s Term Loan, entered into on October 17, 2014. The U.S. dollar notional amount remained the same at $186.1 million, the fixed interest rate was changed from 5.09% to 5.628% per annum, and the maturity date was extended from April 16, 2020 to March 7, 2024 . The fair value of the swap will fluctuate with changes in interest rates. Also on March 7, 2017, the Company amended the cross currency swap, enter ed into on January 23, 2015, into a new cross currency swap, to hedge its net investment in Europe, based on the U.S. dollar / Euro exchange spot rate of $1.04795 . The Euro notional amount remained the same at €178 million, the interest rate was lowered from 3.40% to 2.85% , and the maturity date was extended from April 16, 2020 to March 7, 2024 . Both swaps were amended and restated in conjunction with the March 7, 2017 amendment to the Company’s Term Loan Credit Agreement. On August 31 , 2017, the Company amended certain of its $200 million variable rate to fixed rate interest rate swap s , for a portion of the Company’s Term Loan, entered into on March 7, 2017. The U.S. dollar notional amount remained the same at $186.1 million, the fixed interest rate was changed from 5. 628 % to 5.878% per annum for certain swaps, and the maturity date remained at March 7, 2024 . The fair value of the swap will fluctuate with changes in interest rates. This amendment was considered a termination event per FASB ASC No. 815, Derivatives and Hedging ; therefore, the balance within accumulated other comprehensive income ("AOCI") will be frozen and recognized in results of operations over the remaining term of the hedged transaction. As of September 30, 2017, $ 7.2 million was recorded in AOCI and $0.1 million was recognized in interest expense during the three months ended September 30, 2017. At September 30, 2017 and December 31, 2016 , the U.S. dollar / Euro exchange spot rate was $1.1812 and $1.0516 , respectively. The following amounts were recorded in the Condensed Consolidated Balance Sheets as being payable to counterparties under FASB ASC No. 815 (in thousands): Location September 30, 2017 December 31, 2016 Cross currency swap Other non-current liabilities $ 22,214 $ 4,993 Interest rate swap Other non-current liabilities 11,263 2,451 All derivative instruments are recorded at fair value. Effectiveness for net investment and cash flow hedges is initially assessed at the inception of the hedging relationship and on a quarterly basis thereafter. To the extent that derivative instruments are deemed to be effective, changes in the fair value of derivatives are recognized in the Condensed Consolidated Balance Sheets as AOCI, and to the extent they are ineffective or were not designated as part of a hedge transaction, they are recorded in the Condensed Consolidated Statements of Operations as interest expense, net. The cross currency swap qualifies as a net investment hedge of the Company’s European subsidiaries. The interest rate swap qualifies as a cash flow hedge of the interest payments related to the Company’s Term Loan. Prior to March 7, 2017 , the Company had not accounted for the interest rate swap as a cash flow hedge, and all changes in fair value were recognized in the Condensed Consolidated Statements of Operations as interest expense, net. The following table presents the deferred gain / (loss) reported in AOCI at September 30, 2017 and December 31, 2016 (in thousands): Deferred gain in AOCI September 30, 2017 December 31, 2016 Cross currency swap $ 13,347 $ 35,699 Interest rate swap (9,510) - Total $ 3,837 $ 35,699 Derivative instruments held during the period resulted in the following (income) / expense recorded in income (in thousands): (Income) / expense recognized (Income) / expense recognized (ineffective portion) (ineffective portion) Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Cross currency swap $ 1,433 $ 1,293 $ (5,132) $ 663 Interest rate swap (348) (663) (696) 2,749 Total $ 1,085 $ 630 $ (5,828) $ 3,412 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | Note 10. Income Taxes During the three months ended September 30, 2017, the Company recorded income tax expense of $8 million on $22.2 million of pre-tax profit from continuing operations – for a consolidat ed effective tax rate of 36% . Duri ng the quarter, the Company record ed a one-time deferred tax expense of $3.5 million for one of its European affiliates to establish a deferred tax valuation allowan ce and reverse tax benefits record ed on losses generated during the first two quarters of 2017. During the three months ended September 30, 2016, the Company recorded income tax expense of $4.2 million on $22.1 million of pre-tax profit from continuing operations – for a consolidated effective tax rate of 19% . Included in the $4.2 million of consolidated tax expense was $3.1 million of deferred tax expense a ttributable to U.S. operations. During the nine months ended September 30, 2017, the Company recorded income tax expense of $22.2 million on $72.2 million of pre-tax profit from continuing operations – for a consolidated effective tax rate of 30.7% . Included in the $22.2 million of consolidated tax expense was an expense of $3.5 million for one of its European affiliates to establish a deferred tax valuation allowance an d also reverse tax benefits record ed on losses generated during the first two quarters of 2017. A significant portion of the Company’s income tax expense i s deferred income tax expense. The Company continues to utilize existing deferred tax assets, primarily net operating loss carryforwards, in the U.S., which results in immaterial cash taxes on U.S . book income. During the nine months ended September 30, 2016, the Company recorded income tax expense of $13. 8 million on $55.7 million of pre-tax profit from continuing operations – for a consolidated effective tax rate of 24.6% . Included in the $13. 8 million of consolidated tax expense was $9 million of deferred tax expense attributable to U.S . operations. |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2017 | |
Retirement Plans [Abstract] | |
Retirement Plans | Note 11. Retirement Plans The Company sponsors a pension and various other postretirement benefit plans for its employees. Each plan serves a defined group of employees and has varying levels of Company contributions. The Company’s contributions to certain plans may be required by the terms of the Company’s collective bargaining agreements. The following tables provide the components of net periodic pension benefit cost and other post-retirement benefit cost (in thousands): Pension Benefits Other Benefits Three Months Ended September 30, Three Months Ended September 30, 2017 2016 2017 2016 Service cost $ 4 $ 5 $ 2 $ 2 Interest cost 1,772 1,927 136 136 Expected return on plan assets (a) (2,637) (2,579) - - Amortization of prior service credit (23) (24) 33 33 Net periodic benefit cost / (income) $ (884) $ (671) $ 171 $ 171 Pension Benefits Other Benefits Nine Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Service cost $ 14 $ 16 $ 6 $ 6 Interest cost 5,620 5,821 408 408 Expected return on plan assets (a) (7,747) (7,670) - - Amortization of prior service credit (71) (71) 99 99 Net periodic benefit cost / (income) $ (2,184) $ (1,904) $ 513 $ 513 (a) Expected rate of return on plan assets is 7.40% for 2017 and was 7.40% for 2016 The Company expects its minimum pension funding requirements to be $ 8.6 million during 2017 . During the three and nine months ended September 30, 2017 , the Company made contributions of $4.1 million and $7.7 million, respectively. Additionally, during the three and nine months ended September 30, 2017 , the Company contributed $1.5 million and $4.6 million , respectively, to its defined contribution retirement plans. |
Stockholders' Equity and Noncon
Stockholders' Equity and Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders’ Equity and Noncontrolling Interests [Abstract] | |
Stockholders’ Equity and Noncontrolling Interests | Note 12. Stockholders’ Equity and Noncontrolling Interests The table below provides a reconciliation of the carrying amount of total stockholders’ equity, including stockholders’ equity attributable to Tower International, Inc. (“Tower”) and equity attributable to the noncontrolling interests (“NCI”) (in thousands): Nine Months Ended September 30, 2017 2016 Tower NCI Total Tower NCI Total Stockholders' equity beginning balance $ 207,795 $ 6,144 $ 213,939 $ 197,495 $ 9,224 $ 206,719 Net income 51,492 110 51,602 21,694 213 21,907 Other comprehensive income / (loss): Foreign currency translation adjustments 19,815 52 19,867 6,566 (222) 6,344 Unrealized loss on qualifying cash flow hedge (5,896) - (5,896) - - - Total comprehensive income 65,411 162 65,573 28,260 (9) 28,251 Vesting of RSUs 2 - 2 1 - 1 Treasury stock (763) - (763) (18,533) - (18,533) Share based compensation expense 1,657 - 1,657 1,545 - 1,545 Proceeds from stock options exercised 1,094 - 1,094 68 - 68 Dividend paid (6,756) - (6,756) (6,334) - (6,334) Cumulative effect of the adoption of ASU No. 2016-09 5,329 - 5,329 - - - Noncontrolling interest sold - (6,306) (6,306) - - - Noncontrolling interest dividends - Wuhu - - - - (2,164) (2,164) Stockholders' equity ending balance $ 273,769 $ - $ 273,769 $ 202,502 $ 7,051 $ 209,553 On June 17, 2016, the Company announced its Board of Directors’ authorization to repurchase up to $100 million of the Company’s issued and outstanding common stock from time to time in the open market, or in privately negotiated transactions. The Company expects to fund such repurchases from cash flow from operations, cash on hand, asset dispositions, and borrowings under its revolving credit facility. During the year ended December 31, 2016, the Company repurchased a total of 829,648 shares of common stock at an aggregate cost of $18.9 million under this repurchase program. During the nine months ended September 30, 2017 , no shares have been repurchased under this repurchase program. The following table presents the components of accumulated other comprehensive loss (in thousands): As of September 30, 2017 As of December 31, 2016 Change Foreign currency translation adjustments, net of tax of $1.6 million and $10.1 million $ (24,596) $ (44,411) $ 19,815 Defined benefit plans, net of tax of $14.2 million and $14.2 million (38,972) (38,972) - Unrealized loss on qualifying cash flow hedge, net of tax benefit of $3.6 million and $0 million (5,896) - (5,896) Accumulated other comprehensive loss $ (69,464) $ (83,383) $ 13,919 The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended September 30, 2017 : Unrealized loss on Foreign Currency Qualifying cash flow Defined Benefit Translation Hedge, Net of Tax Plan, Net of Tax Adjustments Total Balance at June 30, 2017 $ (4,613) $ (38,972) $ (31,174) $ (74,759) Other comprehensive income before reclassification (1,283) - 6,578 5,295 Net current-period other comprehensive income (1,283) - 6,578 5,295 Balance at September 30, 2017 $ (5,896) $ (38,972) $ (24,596) $ (69,464) The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended September 30, 2016 : Foreign Currency Defined Benefit Translation Plan, Net of Tax Adjustments Total Balance at June 30, 2016 $ (40,002) $ (33,853) $ (73,855) Other comprehensive loss before reclassification - (71) (71) Net current-period other comprehensive loss - (71) (71) Balance at September 30, 2016 $ (40,002) $ (33,924) $ (73,926) The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the nine months ended September 30, 2017 : Unrealized loss on Foreign Currency Qualifying cash flow Defined Benefit Translation Hedge, Net of Tax Plan, Net of Tax Adjustments Total Balance at December 31, 2016 $ - $ (38,972) $ (44,411) $ (83,383) Other comprehensive income before reclassification (5,896) - 19,815 13,919 Net current-period other comprehensive income (5,896) - 19,815 13,919 Balance at September 30, 2017 $ (5,896) $ (38,972) $ (24,596) $ (69,464) The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the nine months ended September 30, 2016 : Foreign Currency Defined Benefit Translation Plan, Net of Tax Adjustments Total Balance at December 31, 2015 $ (40,002) $ (40,490) $ (80,492) Other comprehensive loss before reclassification - 6,566 6,566 Net current-period other comprehensive loss - 6,566 6,566 Balance at September 30, 2016 $ (40,002) $ (33,924) $ (73,926) |
Earnings per Share ("EPS")
Earnings per Share ("EPS") | 9 Months Ended |
Sep. 30, 2017 | |
Earnings per Share (“EPS”) [Abstract] | |
Earnings per Share (“EPS”) | Note 13. Earnings per Share (“EPS”) Basic earnings per share is calculated by dividing the net income attributable to Tower International, Inc. by the weighted average number of common shares outstanding. The share count for diluted earnings per share is computed on the basis of the weighted average number of common shares outstanding plus the effects of dilutive common stock equivalents (“CSEs”) outstanding during the period. CSEs, which are securities that may entitle the holder to obtain common stock, include outstanding stock options and restricted stock units. When the average price of the common stock during the period exceeds the exercise price of a stock option, the options are considered potentially dilutive CSEs. When there is a loss from continuing operations, potentially dilutive shares are excluded from the computation of earnings per share, as their effect would be anti-dilutive. The Company included the effects of all dilutive shares for the three and nine months ended September 30, 2017 and September 30, 2016 . A summary of the information used to compute basic and diluted net income per share attributable to Tower International, Inc. is shown below (in thousands – except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Income from continuing operations $ 14,227 $ 17,908 $ 50,037 $ 41,906 Income / (loss) from discontinued operations, net of tax 704 367 1,565 (19,999) Net income 14,931 18,275 51,602 21,907 Less: Net income attributable to the noncontrolling interests - 118 110 213 Net income attributable to Tower International, Inc. $ 14,931 $ 18,157 $ 51,492 $ 21,694 Basic income / (loss) per share: Continuing operations $ 0.69 $ 0.85 $ 2.44 $ 1.98 Discontinued operations 0.03 0.02 0.08 (0.95) Net income attributable to Tower International, Inc. 0.73 0.87 2.51 1.03 Basic weighted average shares outstanding 20,522,001 20,830,203 20,485,722 21,039,305 Diluted income / (loss) per share: Continuing operations $ 0.68 $ 0.84 $ 2.40 $ 1.95 Discontinued operations 0.03 0.02 0.08 (0.93) Net income attributable to Tower International, Inc. 0.72 0.86 2.48 1.02 Diluted weighted average shares outstanding 20,787,405 21,182,149 20,804,441 21,372,875 |
Share-Based and Long-Term Compe
Share-Based and Long-Term Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Share-Based and Long-Term Compensation [Abstract] | |
Share-Based and Long-Term Compensation | Note 14. Share-Based and Long-Term Compensation Share-Based Compensation 2010 Equity Incentive Plan (“the Plan”) The Company adopted an equity incentive plan in connection with its 2010 initial public offering that allows for the grant of stock options, restricted stock awards, other equity-based awards, and certain cash-based awards to be made pursuant to the Plan. The eligibility requirements and terms governing the allocation of any common stock and the receipt of other consideration under the Plan are determined by the Board of Directors and/or its Compensation Committee. At September 30, 2017 , 800,890 shares were available for future grants of options and other types of awards under the Plan. The following table summarizes the Company’s award activity during the nine months ended September 30, 2017 : Options Restricted Stock Units Weighted Weighted Average Average Grant Outstanding at: Shares Exercise Price Shares Date Fair Value December 31, 2016 474,468 $ 12.18 213,522 $ 24.77 Granted - - 105,485 27.36 Options exercised or RSUs issued (90,921) 12.04 (101,478) 24.99 Forfeited - - (5,077) 25.54 September 30, 2017 383,547 $ 12.22 212,452 $ 26.17 Stock Options The exercise price of each stock option equals the market price of the Company’s common stock on the grant date. Compensation expense is recorded at the grant date fair value and is recognized on a straight-line basis over the applicable vesting periods. The Company’s stock options generally vest over three years, with a maximum term of ten years. The Company calculates the weighted average grant date fair value of each option granted using a Black-Scholes valuation model . During the three and nine months ended September 30, 2017 and 2016 the Company did no t recognize any expense relating to the options as all of the expense associated with these options had been fully recognized in previous periods. As of September 30, 2017 , the Company had an aggregate of 383,547 stock options that had been granted, but had not yet been exercised. As of September 30, 2017 , the remaining average contractual life for these options is approximately four years. During the nine months ended September 30, 2017 , 90,921 options were exercised, which had an aggregate intrinsic value of $1.4 million. As of September 30, 2017 , 383,547 stock options were exercisable, which had an aggregate intrinsic value of $5.7 million. During the nine months ended September 30, 2017 , no stock options were granted, forfeited, or expired. Restricted Stock Units (“RSUs”) The grant date fair value of each RSU equals the market price of the Company’s common stock on its date of grant. Compensation expense is recorded at the grant date fair value, less an estimated forfeiture amount, and is recognized on a straight-line basis over the applicable vesting periods. The Company’s RSUs generally vest over a three year period. During the three and nine months ended September 30, 2017 , the Company recognized expense relating to the RSUs of $0.6 million and $1.7 million, respectively. During the three and nine months ended September 30, 2016 , the Company recognized expense relating to the RSUs of $0.5 million and $1.5 million, respectively. As of September 30, 2017 , the Company had $2.8 million of unrecognized compensation expense associated with these RSUs, which will be amortized on a straight-line basis over the next 14 months, on a weighted average basis. As of September 30, 2017 , the Company had an aggregate of 212,452 RSUs that had been granted, but had not yet vested. During the nine months ended September 30, 2017 , 105,485 RSUs were granted and 5,077 RSUs were forfeited. During the first nine months of 2017 , a total of 101,478 RSUs vested, resulting in the issuance of 101,478 shares. The fair value of these shares was $2.8 million. This total was reduced by shares repurchased to provide payment for certain individual’s minimum statutory withholding tax. After offsets for withholding taxes, a total of 74,474 shares of common stock were issued. The Company paid $0. 8 million to acquire 27,003 vested shares to cover the minimum statutory withholding taxes. Long-Term Compensation Amended and Restated CEO Employment Agreement On July 28, 2014, Mark M. Malcolm, the Company’s former President and Chief Executive Officer, entered into an amended and restated employment agreement (the “Agreement”), by which Mr. Malcolm’s employment was extended through December 31, 2016 (the “Retirement Date”). Mr. Malcolm retired from the Company on the Retirement Date. The Agreement provided for a $3 million transition bonus, for the successful delivery to Tower’s Board of Directors of a comprehensive chief executive officer succession and transition plan, and a $3 million retention bonus. These bonus awards were paid in cash on July 14, 2017, and fall under the guidance of FASB ASC No. 450, Contingencies . During the three and nine months ended September 30, 2017 , the Company recorded expense of $0.1 million and $0.3 million related to these awards, respectively. During the three and nine months ended September 30, 2016 , the Company recorded income of $0.6 million and expense of $0.7 million related to these awards, respectively. During the third quarter of 2017 , the C ompany made a payment of $6.3 million related to these awards . As of September 30, 2017, the Company had no liability remaining relating to these awards. Performance Award Agreements Under the provisions of the 2010 Equity Incentive Plan, the Company grants certain awards annually in March pursuant to Performance Award Agreements to approximately 80 executives. These awards are designed to provide the executives with an incentive to participate in the long-term success and growth of the Company. The Performance Award Agreements provide for cash-based awards that vest upon payment. Pursuant to meeting the performance conditions set forth in the Performance Award Agreements, each award will be paid three years after it is granted. These awards are also subject to payment upon a change in control or termination of employment, if certain criteria are met. These awards represent unfunded, unsecured obligations of the Company . 2014 and 2015 Awards One half of the awards granted in 2014 and 2015 were based upon the Company's Adjusted EPS Growth Rate, which is defined as the Company’s cumulative Adjusted EPS for the performance period of the awards, stated in terms of a percentage growth rate. The Company's EPS was and will be adjusted to exclude the effect of unusual, and/or nonrecurring items and then was and will be divided by the number of fiscal years in the specified period, stated in terms of a percentage growth rate. The other half of the awards are based upon the Company's percentile ranking of total shareholder return, compared to a peer group of companies, for the performance period. Pursuant to meeting the performance conditions set forth in the Performance Award Agreements, the awards granted in 2014 were paid in the first quarter of 2017. The performance period of the awards granted in 2015, is January 1, 2015 through December 31, 2017. 2016 and 2017 Awards One half of the awards granted in 2016 and 2017 will be based upon the Company’s Adjusted EBIT Growth Rate, which is defined as the Company’s cumulative Adjusted EBIT (earnings before interest and taxes) for the performance period of the awards, stated in terms of a percentage growth rate. The Company's EBIT will be adjusted to exclude the effect of extraordinary, unusual, and/or nonrecurring items and then will be divided by the number of fiscal years in the specified period, stated in terms of a percentage growth rate. The other half of the awards will be based upon the Company's percentile ranking of total shareholder return, compared to a peer group of companies, for the performance period. The performance period of the awards granted in 2016 is January 1, 2016 through December 31, 2018. The performance period of the awards granted in 2017 is January 1, 2017 through December 31, 2019. During the three and nine months ended September 30, 2017 , the Company recorded expense related to all performance awards of $0.9 million and $2.2 million, respectively. During the three and nine months ended September 30, 2016 , the Company recorded expense related to all performance awards of $1.7 million and $5.3 million, respectively. At September 30, 2017 , the Company had a liability of $6 million related to these awards, of which $3.6 million is payable in March 201 8 and is presented as other current liabilities in the Condensed Consolidated Balance Sheet, while the remaining $2.4 million is presented as other non-current liabilities in the Condensed Consolidated Balance Sheet. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Information [Abstract] | |
Segment Information | Note 15. Segment Information The Company defines its operating segments as components of its business where separate financial information is available. The Company’s operating segments are routinely evaluated by management. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The Company produces engineered structural metal components and assemblies primarily serving the global automotive industry. The Company’s operations have similar economic characteristics and share fundamental characteristics, including the nature of the products, production processes, margins, customers, and distribution channels. The Company’s products include body structures stampings, chassis structures (including frames), and complex welded assemblies for small and large cars, crossovers, pickups, and SUVs. The Company is comprised of two operating and reportable segments: Europe and North America. 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. The Company’s remaining operations in China and Brazil are currently presented as discontinued operations, the former International segment only contains Europe, and the former Americas segment only contains North America. The Company measures segment operating performance based on Adjusted EBITDA. The Company uses segment Adjusted EBITDA as the basis for the CODM to evaluate the performance of each of the Company’s reportable segments. The following is a summary of select data for each of the Company’s reportable segments (in thousands): Europe North America Total Three Months Ended September 30, 2017: Revenues $ 146,559 $ 315,813 $ 462,372 Adjusted EBITDA 8,219 40,975 49,194 Capital Expenditures 10,870 21,656 32,526 Total Assets (a) 521,116 745,977 1,267,093 Three Months Ended September 30, 2016: Revenues $ 147,964 $ 309,078 $ 457,042 Adjusted EBITDA 12,084 38,039 50,123 Capital Expenditures 9,762 2,848 12,610 Total Assets (a) 479,381 767,353 1,246,734 Nine Months Ended September 30, 2017: Revenues $ 466,956 982,931 1,449,887 Adjusted EBITDA 33,019 115,623 148,642 Capital Expenditures 23,421 53,266 76,687 Nine Months Ended September 30, 2016: Revenues $ 484,064 967,303 1,451,367 Adjusted EBITDA 37,307 108,170 145,477 Capital Expenditures 36,050 37,486 73,536 (a) As of September 30, 2017 and 2016 , total assets include assets held for sale. Inter-segment sales are not significant for any period presented. The following is a reconciliation of income before provision for income taxes, and income / (loss) from discontinued operations to Adjusted EBITDA (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Income before provision for income taxes and income / (loss) from discontinued operations $ 22,229 22,147 72,207 55,676 Restructuring and asset impairment charges, net 1,131 1,196 8,379 2,782 Depreciation and amortization 18,321 17,900 54,853 53,383 Acquisition costs and other 90 47 273 318 Long-term compensation expense 1,814 3,275 4,619 8,778 Interest expense, net 5,609 5,558 7,736 18,059 Other expense (b)(c) - - 575 6,481 Adjusted EBITDA $ 49,194 $ 50,123 $ 148,642 $ 145,477 ( b ) Represents costs incurred during the nine month s ended September 30, 2017 , to support the refinancing of the Company’s term debt. (c) Represents costs incurred during the three and nine months ended September 30, 2016 , to support the investigation into the potential sale of the Company’s European operations, which is no longer being considered . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Note 16. 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 under current market conditions (an 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. Fair value is generally determined based upon quoted market prices in active markets for identical assets or liabilities. If quoted market prices are not available, we use valuation techniques that place greater reliance on observable inputs and less reliance on unobservable inputs. In measuring fair value, we 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 September 30, 2017 , the carrying value and estimated fair value of the Company’s total debt was $ 407.3 million and $ 410.5 million, respectively. 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. The majority of the Company’s debt at September 30, 2017 and December 31, 2016 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 value approximates 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 September 30, 2017 and December 31, 2016 . These instruments are recorded in other non-current liabilities in the Company’s Condensed 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 September 30, 2017 , the foreign currency exchange hedge (net investment hedge of the Company’s European subsidiaries) and the interest rate swap had liability fair values of $ 22.2 million and $11.3 million, respectively. There were no nonrecurring items that occurred during the nine months ended September 30, 2017 that required the re-measurement of fair value. 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 17. Commitments and Contingencies Operating Leases The Company leases office space, manufacturing space, and certain equipment under non-cancellable lease agreements, which require the Company to pay maintenance, insurance, taxes, and other expenses, in addition to rental payments. The Company has entered into leasing commitments with lease terms expiring between the years 2018 and 2026. The Company has options to extend the terms of certain leases in future periods. The properties covered under these leases include manufacturing and office equipment and facilities. Rent expens e for all operating leases total ed $6.3 million and $18 million during the three and nine months ended September 30, 2017 . Rent expens e for all operating leases total ed $5.6 million and $17.6 million during the three and nine months ended September 30, 2016 , respectively. Future minimum operating lease payments at September 30, 2017 are as follows (in thousands): Year Operating Leases 2017 $ 6,393 2018 36,786 2019 33,789 2020 26,276 2021 21,379 Thereafter 41,489 Total future lease payments $ 166,112 Environmental Matters The Company owns properties which have been affected by environmental releases. The Company is actively involved in investigation and/or remediation at several of these locations. Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The established liability for environmental matters is based upon management’s best estimates, on an undiscounted basis, of expected investigation/ remediation costs related to environmental contamination. It is possible that actual costs associated with these matters will exceed the environmental reserves established by the Company. Inherent uncertainties exist in the estimates, primarily due to unknown environmental conditions, changing governmental regulations, and legal standards regarding liability and evolving technologies for handling site remediation and restoration. At September 30, 2017 and December 31, 2016 , the Company had $1.4 million acc rued for environmental matters. Contingent Matters The Company will establish an accrual for matters in which losses are probable and can be reasonably estimated. These types of matters may involve additional claims that, if granted, could require the Company to pay penalties or make other expenditures in amounts that will not be estimable at the time of discovery of the matter. In these cases, a liability will be recorded at the low end of the range if no amount within the range is a better estimate in accordance with FASB ASC No. 450, Accounting for Contingencies . Litigation The Company is subject to various legal actions and claims incidental to its business, including potential lawsuits with customers or suppliers. Litigation is subject to many uncertainties and the outcome of individual litigated matters is not probable or estimable. After discussions with counsel litigating these matters, it is the opinion of management that the outcome of such matters will not have a material impact on the Company’s financial position, results of operations, or cash flows. |
Organization and Basis of Pre25
Organization and Basis of Presentation (Policy) | 9 Months Ended |
Sep. 30, 2017 | |
Organization and Basis of Presentation [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All intercompany transactions and balances have been eliminated upon consolidation. |
Inventories (Policy)
Inventories (Policy) | 9 Months Ended |
Sep. 30, 2017 | |
Inventories [Abstract] | |
Inventories | Inventories are stated at the lower of cost or net realizable value. 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 Condensed Consolidated Statements of Operations as cost of sales. |
Derivative Financial Instrume27
Derivative Financial Instruments (Policy) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Financial Instruments[Abstract] | |
Derivative Financial Instruments | The Company does not enter into derivative financial instruments for trading or speculative purposes. On an on-going basis, the Company monitors counterparty credit ratings. The Company considers credit non-performance risk to be low because the Company enters into agreements with commercial institutions that have at least an S&P, or equivalent, investment grade credit rating. |
Segment Information (Policy)
Segment Information (Policy) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Information [Abstract] | |
Segment Information | The Company defines its operating segments as components of its business where separate financial information is available. The Company’s operating segments are routinely evaluated by management. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The Company produces engineered structural metal components and assemblies primarily serving the global automotive industry. The Company’s operations have similar economic characteristics and share fundamental characteristics, including the nature of the products, production processes, margins, customers, and distribution channels. The Company’s products include body structures stampings, chassis structures (including frames), and complex welded assemblies for small and large cars, crossovers, pickups, and SUVs. The Company is comprised of two operating and reportable segments: Europe and North America. 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. The Company’s remaining operations in China and Brazil are currently presented as discontinued operations, the former International segment only contains Europe, and the former Americas segment only contains North America. The Company measures segment operating performance based on Adjusted EBITDA. The Company uses segment Adjusted EBITDA as the basis for the CODM to evaluate the performance of each of the Company’s reportable segments. |
Commitments and Contingencies (
Commitments and Contingencies (Policy) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Contingent Matters | Contingent Matters The Company will establish an accrual for matters in which losses are probable and can be reasonably estimated. These types of matters may involve additional claims that, if granted, could require the Company to pay penalties or make other expenditures in amounts that will not be estimable at the time of discovery of the matter. In these cases, a liability will be recorded at the low end of the range if no amount within the range is a better estimate in accordance with FASB ASC No. 450, Accounting for Contingencies . |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventories [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): September 30, 2017 December 31, 2016 Raw materials $ 38,509 $ 31,993 Work in process 16,809 14,721 Finished goods 25,809 24,996 Total inventory $ 81,127 $ 71,710 |
Discontinued Operations and A31
Discontinued Operations and Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Assets Held for Sale [Abstract] | |
Financial Information of the Discontinued Operations | The following table discloses select financial information of the discontinued operations of the Company’s Brazilian and Chinese business operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Revenues $ 14,597 $ 28,536 $ 63,373 $ 78,619 Loss from sale of Wuhu discontinued operation - - (2,596) - Income / (loss) from discontinued operations: Income / (loss) before provision for income taxes and equity in income / (loss) of joint venture 1,199 637 4,867 (18,747) Provision / (benefit) for income taxes 495 270 706 1,252 Income / (loss) from discontinued operations $ 704 $ 367 $ 1,565 $ (19,999) |
Disclosure of Long Lived Assets Held for Sale | The assets and liabilities held for sale are recorded at the lower of carrying value or fair value less costs to sell and are summarized by category in the following table (in thousands): September 30, 2017 December 31, 2016 ASSETS Current assets $ 24,695 $ 59,137 Property, plant, and equipment, net 29,023 47,640 Other assets, net 9,447 13,575 Fair value adjustment (18,100) (18,100) Total assets held for sale $ 45,065 $ 102,252 LIABILITIES Short-term debt and current maturities of capital lease obligations $ 1,283 $ 2,792 Accounts payable 12,052 43,661 Total current liabilities 13,335 46,453 Long-term debt, net of current maturities 1,535 2,393 Other non-current liabilities 1,944 4,464 Total non-current liabilities 3,479 6,857 Total liabilities held for sale $ 16,814 $ 53,310 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Other Intangible Assets [Abstract] | |
Schedule of Goodwill | The change in the carrying amount of goodwill is set forth below by reportable segment and on a consolidated basis (in thousands): Europe North America Consolidated Balance at December 31, 2016 $ 49,293 $ 7,090 $ 56,383 Currency translation adjustment 6,063 961 7,024 Balance at September 30, 2017 $ 55,356 $ 8,051 $ 63,407 |
Restructuring and Asset Impai33
Restructuring and Asset Impairment Charges (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Asset Impairment Charges [Abstract] | |
Restructuring and Related Costs | Net restructuring and asset impairment charges for each of the Company’s segments include the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Europe $ 199 $ - $ 943 $ 117 North America 932 1,196 7,436 2,665 Consolidated $ 1,131 $ 1,196 $ 8,379 $ 2,782 |
Schedule of Restructuring Charges and Asset Impairment Charges | The following table sets forth the Company’s net restructuring and asset impairment charges by type for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Employee termination costs $ 690 $ 361 $ 7,557 $ 493 Other exit costs 441 835 822 2,289 Total restructuring expense $ 1,131 $ 1,196 $ 8,379 $ 2,782 |
Schedule of Restructuring Liability by Segment | The table below summarizes the activity in the restructuring reserve by segment, reflected in accrued liabilities and other non-current liabilities, for the above-mentioned actions through September 30, 2017 (in thousands): Europe North America Consolidated Balance at December 31, 2016 $ 92 $ 197 $ 289 Payments (670) (2,876) (3,546) Increase in liability 943 6,614 7,557 Balance at September 30, 2017 $ 365 $ 3,935 $ 4,300 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Short-term Debt | Short-term debt consists of the following (in thousands): September 30, 2017 December 31, 2016 Current maturities of debts (excluding capital leases) $ 37,130 $ 33,277 Current maturities of capital leases 5,723 934 Total short-term debt $ 42,853 $ 34,211 |
Schedule of Long-term Debt | Long-term debt consists of the following (in thousands): September 30, 2017 December 31, 2016 Term Loan Credit Facility (net of discount of $2,380 and $827 ) $ 357,314 $ 361,798 Amended Revolving Credit Facility 16,500 - Other foreign subsidiary indebtedness 33,515 28,777 Debt issue costs (8,465) (6,066) Total debt 398,864 384,509 Less: Current maturities of debts (excluding capital leases) (37,130) (33,277) Total long-term debt $ 361,734 $ 351,232 |
Schedule of Capital Leased Assets | The Company had the following capital lease obligations, which expire in March 2018, as of the dates presented (in thousands): September 30, 2017 December 31, 2016 Current maturities of capital leases $ 5,723 $ 934 Non-current maturities of capital leases - 4,863 Total capital leases $ 5,723 $ 5,797 |
Subsidiaries [Member] | Foreign Line of Credit [Member] | |
Schedule of Long-term Debt | The change in foreign subsidiary indebtedness from December 31, 2016 to September 30, 2017 is explained by the following (in thousands): Europe Balance at December 31, 2016 $ 28,777 Maturities of indebtedness (1,108) Change in borrowings on credit facilities, net 2,306 Foreign exchange impact 3,540 Balance at September 30, 2017 $ 33,515 |
Derivative Financial Instrume35
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Financial Instruments[Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | At September 30, 2017 and December 31, 2016 , the U.S. dollar / Euro exchange spot rate was $1.1812 and $1.0516 , respectively. The following amounts were recorded in the Condensed Consolidated Balance Sheets as being payable to counterparties under FASB ASC No. 815 (in thousands): Location September 30, 2017 December 31, 2016 Cross currency swap Other non-current liabilities $ 22,214 $ 4,993 Interest rate swap Other non-current liabilities 11,263 2,451 |
Derivative Instruments, Gain (Loss) | The following table presents the deferred gain / (loss) reported in AOCI at September 30, 2017 and December 31, 2016 (in thousands): Deferred gain in AOCI September 30, 2017 December 31, 2016 Cross currency swap $ 13,347 $ 35,699 Interest rate swap (9,510) - Total $ 3,837 $ 35,699 Derivative instruments held during the period resulted in the following (income) / expense recorded in income (in thousands): (Income) / expense recognized (Income) / expense recognized (ineffective portion) (ineffective portion) Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Cross currency swap $ 1,433 $ 1,293 $ (5,132) $ 663 Interest rate swap (348) (663) (696) 2,749 Total $ 1,085 $ 630 $ (5,828) $ 3,412 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Retirement Plans [Abstract] | |
Components of Net Periodic Pension Benefit and Other Post-retirement Benefit Costs | The following tables provide the components of net periodic pension benefit cost and other post-retirement benefit cost (in thousands): Pension Benefits Other Benefits Three Months Ended September 30, Three Months Ended September 30, 2017 2016 2017 2016 Service cost $ 4 $ 5 $ 2 $ 2 Interest cost 1,772 1,927 136 136 Expected return on plan assets (a) (2,637) (2,579) - - Amortization of prior service credit (23) (24) 33 33 Net periodic benefit cost / (income) $ (884) $ (671) $ 171 $ 171 Pension Benefits Other Benefits Nine Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Service cost $ 14 $ 16 $ 6 $ 6 Interest cost 5,620 5,821 408 408 Expected return on plan assets (a) (7,747) (7,670) - - Amortization of prior service credit (71) (71) 99 99 Net periodic benefit cost / (income) $ (2,184) $ (1,904) $ 513 $ 513 (a) Expected rate of return on plan assets is 7.40% for 2017 and was 7.40% for 2016 |
Stockholders' Equity and Nonc37
Stockholders' Equity and Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders’ Equity and Noncontrolling Interests [Abstract] | |
Schedule of Stockholders' Equity | The table below provides a reconciliation of the carrying amount of total stockholders’ equity, including stockholders’ equity attributable to Tower International, Inc. (“Tower”) and equity attributable to the noncontrolling interests (“NCI”) (in thousands): Nine Months Ended September 30, 2017 2016 Tower NCI Total Tower NCI Total Stockholders' equity beginning balance $ 207,795 $ 6,144 $ 213,939 $ 197,495 $ 9,224 $ 206,719 Net income 51,492 110 51,602 21,694 213 21,907 Other comprehensive income / (loss): Foreign currency translation adjustments 19,815 52 19,867 6,566 (222) 6,344 Unrealized loss on qualifying cash flow hedge (5,896) - (5,896) - - - Total comprehensive income 65,411 162 65,573 28,260 (9) 28,251 Vesting of RSUs 2 - 2 1 - 1 Treasury stock (763) - (763) (18,533) - (18,533) Share based compensation expense 1,657 - 1,657 1,545 - 1,545 Proceeds from stock options exercised 1,094 - 1,094 68 - 68 Dividend paid (6,756) - (6,756) (6,334) - (6,334) Cumulative effect of the adoption of ASU No. 2016-09 5,329 - 5,329 - - - Noncontrolling interest sold - (6,306) (6,306) - - - Noncontrolling interest dividends - Wuhu - - - - (2,164) (2,164) Stockholders' equity ending balance $ 273,769 $ - $ 273,769 $ 202,502 $ 7,051 $ 209,553 |
Components of Accumulated Other Comprehensive Loss | The following table presents the components of accumulated other comprehensive loss (in thousands): As of September 30, 2017 As of December 31, 2016 Change Foreign currency translation adjustments, net of tax of $1.6 million and $10.1 million $ (24,596) $ (44,411) $ 19,815 Defined benefit plans, net of tax of $14.2 million and $14.2 million (38,972) (38,972) - Unrealized loss on qualifying cash flow hedge, net of tax benefit of $3.6 million and $0 million (5,896) - (5,896) Accumulated other comprehensive loss $ (69,464) $ (83,383) $ 13,919 |
Schedule of Changes in Accumulated Other Comprehensive Loss | The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended September 30, 2017 : Unrealized loss on Foreign Currency Qualifying cash flow Defined Benefit Translation Hedge, Net of Tax Plan, Net of Tax Adjustments Total Balance at June 30, 2017 $ (4,613) $ (38,972) $ (31,174) $ (74,759) Other comprehensive income before reclassification (1,283) - 6,578 5,295 Net current-period other comprehensive income (1,283) - 6,578 5,295 Balance at September 30, 2017 $ (5,896) $ (38,972) $ (24,596) $ (69,464) The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended September 30, 2016 : Foreign Currency Defined Benefit Translation Plan, Net of Tax Adjustments Total Balance at June 30, 2016 $ (40,002) $ (33,853) $ (73,855) Other comprehensive loss before reclassification - (71) (71) Net current-period other comprehensive loss - (71) (71) Balance at September 30, 2016 $ (40,002) $ (33,924) $ (73,926) The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the nine months ended September 30, 2017 : Unrealized loss on Foreign Currency Qualifying cash flow Defined Benefit Translation Hedge, Net of Tax Plan, Net of Tax Adjustments Total Balance at December 31, 2016 $ - $ (38,972) $ (44,411) $ (83,383) Other comprehensive income before reclassification (5,896) - 19,815 13,919 Net current-period other comprehensive income (5,896) - 19,815 13,919 Balance at September 30, 2017 $ (5,896) $ (38,972) $ (24,596) $ (69,464) The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the nine months ended September 30, 2016 : Foreign Currency Defined Benefit Translation Plan, Net of Tax Adjustments Total Balance at December 31, 2015 $ (40,002) $ (40,490) $ (80,492) Other comprehensive loss before reclassification - 6,566 6,566 Net current-period other comprehensive loss - 6,566 6,566 Balance at September 30, 2016 $ (40,002) $ (33,924) $ (73,926) |
Earnings per Share ("EPS") (Tab
Earnings per Share ("EPS") (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings per Share (“EPS”) [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A summary of the information used to compute basic and diluted net income per share attributable to Tower International, Inc. is shown below (in thousands – except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Income from continuing operations $ 14,227 $ 17,908 $ 50,037 $ 41,906 Income / (loss) from discontinued operations, net of tax 704 367 1,565 (19,999) Net income 14,931 18,275 51,602 21,907 Less: Net income attributable to the noncontrolling interests - 118 110 213 Net income attributable to Tower International, Inc. $ 14,931 $ 18,157 $ 51,492 $ 21,694 Basic income / (loss) per share: Continuing operations $ 0.69 $ 0.85 $ 2.44 $ 1.98 Discontinued operations 0.03 0.02 0.08 (0.95) Net income attributable to Tower International, Inc. 0.73 0.87 2.51 1.03 Basic weighted average shares outstanding 20,522,001 20,830,203 20,485,722 21,039,305 Diluted income / (loss) per share: Continuing operations $ 0.68 $ 0.84 $ 2.40 $ 1.95 Discontinued operations 0.03 0.02 0.08 (0.93) Net income attributable to Tower International, Inc. 0.72 0.86 2.48 1.02 Diluted weighted average shares outstanding 20,787,405 21,182,149 20,804,441 21,372,875 |
Share-Based and Long-Term Com39
Share-Based and Long-Term Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Share-Based and Long-Term Compensation [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes the Company’s award activity during the nine months ended September 30, 2017 : Options Restricted Stock Units Weighted Weighted Average Average Grant Outstanding at: Shares Exercise Price Shares Date Fair Value December 31, 2016 474,468 $ 12.18 213,522 $ 24.77 Granted - - 105,485 27.36 Options exercised or RSUs issued (90,921) 12.04 (101,478) 24.99 Forfeited - - (5,077) 25.54 September 30, 2017 383,547 $ 12.22 212,452 $ 26.17 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Information [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following is a summary of select data for each of the Company’s reportable segments (in thousands): Europe North America Total Three Months Ended September 30, 2017: Revenues $ 146,559 $ 315,813 $ 462,372 Adjusted EBITDA 8,219 40,975 49,194 Capital Expenditures 10,870 21,656 32,526 Total Assets (a) 521,116 745,977 1,267,093 Three Months Ended September 30, 2016: Revenues $ 147,964 $ 309,078 $ 457,042 Adjusted EBITDA 12,084 38,039 50,123 Capital Expenditures 9,762 2,848 12,610 Total Assets (a) 479,381 767,353 1,246,734 Nine Months Ended September 30, 2017: Revenues $ 466,956 982,931 1,449,887 Adjusted EBITDA 33,019 115,623 148,642 Capital Expenditures 23,421 53,266 76,687 Nine Months Ended September 30, 2016: Revenues $ 484,064 967,303 1,451,367 Adjusted EBITDA 37,307 108,170 145,477 Capital Expenditures 36,050 37,486 73,536 (a) As of September 30, 2017 and 2016 , total assets include assets held for sale. |
Reconciliation of Adjusted EBITDA to Income loss Before Income Taxes | The following is a reconciliation of income before provision for income taxes, and income / (loss) from discontinued operations to Adjusted EBITDA (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Income before provision for income taxes and income / (loss) from discontinued operations $ 22,229 22,147 72,207 55,676 Restructuring and asset impairment charges, net 1,131 1,196 8,379 2,782 Depreciation and amortization 18,321 17,900 54,853 53,383 Acquisition costs and other 90 47 273 318 Long-term compensation expense 1,814 3,275 4,619 8,778 Interest expense, net 5,609 5,558 7,736 18,059 Other expense (b)(c) - - 575 6,481 Adjusted EBITDA $ 49,194 $ 50,123 $ 148,642 $ 145,477 ( b ) Represents costs incurred during the nine month s ended September 30, 2017 , to support the refinancing of the Company’s term debt. (c) Represents costs incurred during the three and nine months ended September 30, 2016 , to support the investigation into the potential sale of the Company’s European operations, which is no longer being considered |
Commitments and Contingencies41
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Future Minimum Operating Lease Payments | Future minimum operating lease payments at September 30, 2017 are as follows (in thousands): Year Operating Leases 2017 $ 6,393 2018 36,786 2019 33,789 2020 26,276 2021 21,379 Thereafter 41,489 Total future lease payments $ 166,112 |
New Accounting Pronouncements (
New Accounting Pronouncements (Narrative) (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Accounting Standards Update 2016-09 [Member] | |
Cumulative effect of a change in accounting principle adoption of ASU 2016-09 | $ 5,329 |
Inventories (Schedule of Invent
Inventories (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventories [Abstract] | ||
Raw materials | $ 38,509 | $ 31,993 |
Work in process | 16,809 | 14,721 |
Finished goods | 25,809 | 24,996 |
Total inventory | $ 81,127 | $ 71,710 |
Discontinued Operations and A44
Discontinued Operations and Assets Held for Sale (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Jun. 30, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Disposal group including discontinued operation fair value adjustments | $ 18,100 | $ 18,100 | |||
Proceeds from disposition of China JVs, net | $ 15,900 | 15,944 | |||
Brazilian and Chinese [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss from sale of Wuhu discontinued operation | $ (2,600) | $ (2,596) | |||
Brazil Operations [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Disposal group including discontinued operation fair value adjustments | $ 15,000 | ||||
Ningbo Joint Venture [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from disposition of China JVs, net | $ 4,000 | ||||
Tower Automotive (Wuhu) Company Limited and Tower (Ningbo) DIT Automotive Productions Company Limited [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from disposition of China JVs, net | $ 4,500 | ||||
Scenario, Plan [Member] | Tower Automotive (Wuhu) Company Limited and Tower (Ningbo) DIT Automotive Productions Company Limited [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from disposition of China JVs, net | $ 21,000 |
Discontinued Operations and A45
Discontinued Operations and Assets Held for Sale (Financial Information of the Discontinued Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income / (loss) from discontinued operations: | |||||
Income / (loss) from discontinued operations | $ 704 | $ 367 | $ 1,565 | $ (19,999) | |
Brazilian and Chinese [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenues | 14,597 | 28,536 | 63,373 | 78,619 | |
Loss from sale of Wuhu discontinued operation | $ (2,600) | (2,596) | |||
Income / (loss) from discontinued operations: | |||||
Income / (loss) before provision for income taxes and equity in income / (loss) of joint venture | 1,199 | 637 | 4,867 | (18,747) | |
Provision / (benefit) for income taxes | 495 | 270 | 706 | 1,252 | |
Income / (loss) from discontinued operations | $ 704 | $ 367 | $ 1,565 | $ (19,999) |
Discontinued Operations and A46
Discontinued Operations and Assets Held for Sale (Disclosure of Long Lived Assets Held for Sale) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Current assets | $ 24,695 | $ 59,137 |
Property, plant, and equipment, net | 29,023 | 47,640 |
Other assets, net | 9,447 | 13,575 |
Fair value adjustment | (18,100) | (18,100) |
Total assets held for sale | 45,065 | 102,252 |
LIABILITIES | ||
Short-term debt and current maturities of capital lease obligations | 1,283 | 2,792 |
Accounts payable | 12,052 | 43,661 |
Total current liabilities | 13,335 | 46,453 |
Long-term debt, net of current maturities | 1,535 | 2,393 |
Other non-current liabilities | 1,944 | 4,464 |
Total non-current liabilities | 3,479 | 6,857 |
Total liabilities held for sale | $ 16,814 | $ 53,310 |
Tooling (Narrative) (Details)
Tooling (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Prepaid tooling, notes receivable, and other | $ 120,500 | $ 103,023 |
Customer-Funded Tooling Contracts[Member] | ||
Prepaid tooling, notes receivable, and other | $ 84,400 | $ 87,900 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 117 | $ 112 | $ 333 | $ 344 | |
North America [Member] | Corporate Segment [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 100 | $ 100 | $ 300 | $ 300 | |
North America [Member] | Customer Relationships [Member] | Corporate Segment [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible asset, useful life | 7 years | ||||
Finite-lived intangible assets acquired | $ 3,500 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Line Items] | |
Balance beginning | $ 56,383 |
Balance ending | 63,407 |
Corporate Segment [Member] | |
Goodwill [Line Items] | |
Balance beginning | 56,383 |
Currency translation adjustment | 7,024 |
Balance ending | 63,407 |
Corporate Segment [Member] | North America [Member] | |
Goodwill [Line Items] | |
Balance beginning | 7,090 |
Currency translation adjustment | 961 |
Balance ending | 8,051 |
Corporate Segment [Member] | Europe [Member] | |
Goodwill [Line Items] | |
Balance beginning | 49,293 |
Currency translation adjustment | 6,063 |
Balance ending | $ 55,356 |
Restructuring and Asset Impai50
Restructuring and Asset Impairment Charges (Narrative) (Details) - Corporate Segment [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Payments for restructuring | $ 3,546 |
Europe [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Payments for restructuring | 670 |
North America [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Payments for restructuring | $ 2,876 |
Restructuring and Asset Impai51
Restructuring and Asset Impairment Charges (Restructuring and Related Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges and asset impairments | $ 1,131 | $ 1,196 | $ 8,379 | $ 2,782 |
Corporate Segment [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges and asset impairments | 1,131 | 1,196 | 8,379 | 2,782 |
Corporate Segment [Member] | Europe [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges and asset impairments | 199 | 943 | 117 | |
Corporate Segment [Member] | North America [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges and asset impairments | $ 932 | $ 1,196 | $ 7,436 | $ 2,665 |
Restructuring and Asset Impai52
Restructuring and Asset Impairment Charges (Schedule of Restructuring Charges and Asset Impairment Charges) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring and Asset Impairment Charges [Abstract] | ||||
Employee termination costs | $ 690 | $ 361 | $ 7,557 | $ 493 |
Other exit costs | 441 | 835 | 822 | 2,289 |
Total restructuring expense | $ 1,131 | $ 1,196 | $ 8,379 | $ 2,782 |
Restructuring and Asset Impai53
Restructuring and Asset Impairment Charges (Schedule of Restructuring Liability by Segment) (Details) - Corporate Segment [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | $ 289 |
Payments | (3,546) |
Increase in liability | 7,557 |
Ending Balance | 4,300 |
Europe [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 92 |
Payments | (670) |
Increase in liability | 943 |
Ending Balance | 365 |
North America [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 197 |
Payments | (2,876) |
Increase in liability | 6,614 |
Ending Balance | $ 3,935 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) $ in Thousands, € in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017EUR (€) | Mar. 07, 2017USD ($) | Dec. 31, 2016USD ($) | |
Debt [Line Items] | |||||||
Repayments of debt | $ 50,000 | ||||||
Line of credit facility, covenant compliance | the Company was in compliance with the financial covenants that govern its credit agreements. | ||||||
Interest expenses, related to amortization of debt issue cost | $ 500 | $ 500 | $ 1,800 | $ 2,000 | |||
Deferred finance costs, net | 8,465 | 8,465 | $ 6,066 | ||||
Long-term Debt | 398,864 | 398,864 | 384,509 | ||||
Payments of financing costs | $ 4,747 | ||||||
Term Loan Credit Facility [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, interest rate terms | Term Loan Credit Facility is March 7, 2024 and the Term Loans bear interest at (i) the Alternate Base Rate plus a margin of 1.75% or (ii) the Adjusted LIBO Rate (calculated by multiplying the applicable LIBOR rate by a statutory reserve rate) plus a margin of 2.75%. | ||||||
Debt instrument, unamortized discount | $ 2,380 | $ 2,380 | 827 | ||||
Debt instrument, interest rate, basis for effective rate | 4.00% | 4.00% | 4.00% | ||||
Long-term Debt | $ 357,314 | $ 357,314 | 361,798 | ||||
Term Loan Credit Facility [Member] | Base Rate [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
Term Loan Credit Facility [Member] | Adjusted London Interbank Offered Rate [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.75% | ||||||
Third Refinancing Term Loan Amendment [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, expiration date | Mar. 7, 2024 | ||||||
Long-term Debt | $ 358,900 | ||||||
Europe [Member] | Term Loans [Member] | |||||||
Debt [Line Items] | |||||||
Long-term Debt | 6,100 | $ 6,100 | |||||
Factoring Finance [Member] | Europe [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 27,400 | $ 27,400 | € 23.2 | ||||
Debt, weighted average interest rate | 2.45% | 2.45% | 2.45% | ||||
Long-term line of credit | $ 27,400 | $ 27,400 | |||||
Factoring Finance [Member] | Europe [Member] | Minimum [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, interest rate, basis for effective rate | 2.17% | 2.17% | 2.17% | ||||
Factoring Finance [Member] | Europe [Member] | Minimum [Member] | Euro Interbank Offered Rate [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||
Factoring Finance [Member] | Europe [Member] | Maximum [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, interest rate, basis for effective rate | 2.67% | 2.67% | 2.67% | ||||
Factoring Finance [Member] | Europe [Member] | Maximum [Member] | Euro Interbank Offered Rate [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||
Fourth Amended Revolving Credit Facility [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, expiration date | Mar. 7, 2022 | ||||||
Line of credit facility, maximum borrowing capacity | 200,000 | ||||||
Debt, weighted average interest rate | 4.54% | 4.54% | 4.54% | ||||
Long-term line of credit | $ 16,500 | $ 16,500 | |||||
Line of credit facility, current borrowing capacity | $ 174,500 | $ 174,500 | |||||
Line of credit facility, commitment fee percentage | 0.50% | ||||||
Fourth Amended Revolving Credit Facility [Member] | Base Rate [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, applicable margin | 1.50% | 1.50% | 1.50% | ||||
Fourth Amended Revolving Credit Facility [Member] | Base Rate and London Interbank Offered Rate [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, applicable margin | 2.50% | 2.50% | 2.50% | ||||
Line of Credit [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 30,000 | ||||||
Long-term line of credit | $ 9,000 | $ 9,000 | |||||
Foreign Line of Credit [Member] | Europe [Member] | Secured Debt [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, expiration date | Oct. 31, 2017 | ||||||
Debt instrument, interest rate, basis for effective rate | 1.90% | 1.90% | 1.90% | ||||
Line of credit facility, current borrowing capacity | $ 11,800 | $ 11,800 | € 10 | ||||
Foreign Line of Credit [Member] | Europe [Member] | Secured Debt [Member] | Euro Interbank Offered Rate [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.90% | ||||||
Subsidiaries [Member] | Revolving Credit Facility [Member] | Europe [Member] | Secured Debt [Member] | LIBOR [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 4.00% | ||||||
Subsidiaries [Member] | Foreign Line of Credit [Member] | Europe [Member] | |||||||
Debt [Line Items] | |||||||
Long-term line of credit | 33,515 | $ 33,515 | 28,777 | ||||
Long-term Debt | 33,515 | $ 33,515 | $ 28,777 | ||||
Subsidiaries [Member] | Foreign Line of Credit [Member] | Europe [Member] | Secured Debt [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, expiration date | Oct. 31, 2017 | ||||||
Long-term line of credit | 0 | $ 0 | |||||
Line of credit facility, current borrowing capacity | $ 33,800 | $ 33,800 | |||||
Subsidiaries [Member] | Foreign Line of Credit [Member] | Europe [Member] | Secured Debt [Member] | Machinery and Equipment [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, expiration date | Nov. 30, 2017 | ||||||
Debt instrument, interest rate, basis for effective rate | 6.25% | 6.25% | 6.25% | ||||
Long-term line of credit | $ 6,100 | $ 6,100 | € 5.1 | ||||
Subsidiaries [Member] | Foreign Line of Credit [Member] | Europe [Member] | Secured Debt [Member] | Minimum [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.00% |
Debt (Schedule of Short-term De
Debt (Schedule of Short-term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt [Abstract] | ||
Current maturities of debts (excluding capital leases) | $ 37,130 | $ 33,277 |
Current maturities of capital leases | 5,723 | 934 |
Total short-term debt | $ 42,853 | $ 34,211 |
Debt (Schedule of Long-term Deb
Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total debt | $ 398,864 | $ 384,509 |
Less: Current maturities of debts (excluding capital leases) | (37,130) | (33,277) |
Total long-term debt | 361,734 | 351,232 |
Debt issue costs | (8,465) | (6,066) |
Term Loan Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 357,314 | 361,798 |
Debt instrument, unamortized discount | 2,380 | 827 |
Amended Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 16,500 | |
Europe [Member] | Subsidiaries [Member] | Foreign Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 33,515 | $ 28,777 |
Debt (Schedule of Debt - Other
Debt (Schedule of Debt - Other Foreign Subsidiary) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Line of Credit [Member] | |
Line of Credit Facility [Line Items] | |
Balance at September 30, 2017 | $ 9,000 |
Foreign Line of Credit [Member] | Subsidiaries [Member] | Europe [Member] | |
Line of Credit Facility [Line Items] | |
Balance at December 31, 2016 | 28,777 |
Maturities of indebtedness | (1,108) |
Change in borrowings on credit facilities, net | 2,306 |
Foreign exchange impact | 3,540 |
Balance at September 30, 2017 | $ 33,515 |
Debt (Schedule of Capital Lease
Debt (Schedule of Capital Leased Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Capital leases: | ||
Current maturities of capital leases | $ 5,723 | $ 934 |
Non-current maturities of capital leases | 4,863 | |
Total capital leases | $ 5,723 | $ 5,797 |
Derivative Financial Instrume59
Derivative Financial Instruments (Narrative) (Details) $ in Thousands, € in Millions | Aug. 31, 2017USD ($) | Mar. 07, 2017USD ($)$ / item | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016 | Apr. 16, 2015 | Jan. 23, 2015EUR (€) | Oct. 17, 2014USD ($)$ / item | Oct. 17, 2014EUR (€)$ / item |
Foreign currency exchange rate, remeasurement | 1.1812 | 1.1812 | 1.0516 | ||||||||
Accumulated other comprehensive income | $ (5,896) | $ (5,896) | |||||||||
Interest expense | 5,673 | $ 5,598 | $ 7,933 | $ 18,167 | |||||||
Interest Rate Swap [Member] | |||||||||||
Derivative, notional amount | $ 186,100 | $ 186,100 | $ 200,000 | ||||||||
Derivative, maturity date | Mar. 7, 2024 | Mar. 7, 2024 | Apr. 16, 2020 | Apr. 16, 2020 | |||||||
Derivative, fixed interest rate | 5.878% | 5.628% | 5.09% | ||||||||
Accumulated other comprehensive income | 7,200 | $ 7,200 | |||||||||
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | |||||||||||
Interest expense | $ 100 | ||||||||||
Currency Swap [Member] | |||||||||||
Derivative, notional amount | € | € 178 | € 157.1 | |||||||||
Derivative, forward exchange strike price | $ / item | 1.04795 | 1.2733 | 1.2733 | ||||||||
Derivative, maturity date | Mar. 7, 2024 | Apr. 16, 2020 | Apr. 16, 2020 | ||||||||
Derivative, fixed interest rate | 2.85% | 3.40% |
Derivative Financial Instrume60
Derivative Financial Instruments (Schedule of Derivative Instruments in Statement of Financial Position, Fair Value) (Details) - Other Noncurrent Liabilities [Member] - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Interest Rate Swap [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative liability | $ 11,263 | $ 2,451 |
Currency Swap [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative liability | $ 22,214 | $ 4,993 |
Derivative Financial Instrume61
Derivative Financial Instruments (Derivative Instruments, Gain (Loss) -Deferred Gain in AOCI) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Total deferred gain / (loss) in AOCI | $ 3,837 | $ 35,699 |
Interest Rate Swap [Member] | ||
Total deferred gain / (loss) in AOCI | (9,510) | |
Currency Swap [Member] | ||
Total deferred gain / (loss) in AOCI | $ 13,347 | $ 35,699 |
Derivative Financial Instrume62
Derivative Financial Instruments (Derivative Instruments, Gain (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income / (expense) recognized (ineffective portion) | $ 1,085 | $ 630 | $ (5,828) | $ 3,412 |
Interest Rate Swap [Member] | ||||
Income / (expense) recognized (ineffective portion) | (348) | (663) | (696) | 2,749 |
Currency Swap [Member] | ||||
Income / (expense) recognized (ineffective portion) | $ 1,433 | $ 1,293 | $ (5,132) | $ 663 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income tax expense (benefit) | $ 8,002 | $ 4,239 | $ 22,170 | $ 13,770 |
Income (loss) from continuing operations before equity method investments, income taxes, noncontrolling interest | $ 22,229 | $ 22,147 | $ 72,207 | $ 55,676 |
Effective tax rate | 36.00% | 19.00% | 30.70% | 24.60% |
Deferred federal income tax expense (benefit) | $ 9,000 | |||
Foreign income tax expense (benefit), continuing operations | $ 3,500 | $ 3,500 | ||
Domestic [Member] | ||||
Deferred federal income tax expense (benefit) | $ 3,100 |
Retirement Plans (Narrative ) (
Retirement Plans (Narrative ) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | |
Pension contributions | $ 4.1 | $ 7.7 | |
Defined contribution plan, employer discretionary contribution amount | $ 1.5 | $ 4.6 | |
Scenario, Forecast [Member] | |||
Pension contributions | $ 8.6 |
Retirement Plans (Components of
Retirement Plans (Components of Net Periodic Pension Benefit and Other Post-retirement Benefit Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined benefit plan, assumptions used calculating net periodic benefit cost, expected long-term return on assets | 7.40% | 7.40% | ||||
Pension Plan, Defined Benefit [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Service cost | $ 4 | $ 5 | $ 14 | $ 16 | ||
Interest cost | 1,772 | 1,927 | 5,620 | 5,821 | ||
Expected return on plan assets | (2,637) | [1] | (2,579) | [1] | (7,747) | (7,670) |
Amortization of prior service credit | (23) | (24) | (71) | (71) | ||
Net periodic benefit cost / (income) | (884) | (671) | (2,184) | (1,904) | ||
Other Postretirement Benefit Plan, Defined Benefit [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Service cost | 2 | 2 | 6 | 6 | ||
Interest cost | 136 | 136 | 408 | 408 | ||
Amortization of prior service credit | 33 | 33 | 99 | 99 | ||
Net periodic benefit cost / (income) | $ 171 | $ 171 | $ 513 | $ 513 | ||
[1] | Expected rate of return on plan assets is 7.40% for 2017 and was 7.40% for 2016 |
Stockholders' Equity and Nonc66
Stockholders' Equity and Noncontrolling Interests (Narrative) (Details) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2017 | Jun. 17, 2016 | |
Stockholders’ Equity and Noncontrolling Interests [Abstract] | |||
Stock repurchase program, authorized amount | $ 100 | ||
Treasury stock, shares, acquired | 829,648 | 0 | |
Treasury stock, carrying basis | $ 18.9 |
Stockholders' Equity and Nonc67
Stockholders' Equity and Noncontrolling Interests (Schedule of Stockholders Equity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stockholders' Equity and Noncontrolling Interests [Line Items] | ||||
Stockholders' equity beginning balance | $ 213,939 | $ 206,719 | ||
Net income / (loss) | $ 14,931 | $ 18,275 | 51,602 | 21,907 |
Other comprehensive income / (loss): | ||||
Foreign currency translation adjustments | 6,578 | (100) | 19,867 | 6,344 |
Unrealized loss on qualifying cash flow hedge | (1,283) | (5,896) | ||
Total comprehensive income / (loss) | 20,226 | 18,175 | 65,573 | 28,251 |
Vesting of RSUs | 2 | 1 | ||
Treasury stock | (763) | (18,533) | ||
Share based compensation expense | 1,657 | 1,545 | ||
Proceeds from stock options exercised | 1,094 | 68 | ||
Dividend paid | (6,756) | (6,334) | ||
Noncontrolling interest dividends | (2,164) | |||
Noncontrolling interest sold | (6,306) | |||
Stockholders' equity ending balance | 273,769 | 209,553 | 273,769 | 209,553 |
Accounting Standards Update 2016-09 [Member] | ||||
Other comprehensive income / (loss): | ||||
Cumulative effect of a change in accounting principle adoption of ASU 2016-09 | 5,329 | 5,329 | ||
Tower International [Member] | ||||
Stockholders' Equity and Noncontrolling Interests [Line Items] | ||||
Stockholders' equity beginning balance | 207,795 | 197,495 | ||
Net income / (loss) | 51,492 | 21,694 | ||
Other comprehensive income / (loss): | ||||
Foreign currency translation adjustments | 19,815 | 6,566 | ||
Unrealized loss on qualifying cash flow hedge | (5,896) | |||
Total comprehensive income / (loss) | 65,411 | 28,260 | ||
Vesting of RSUs | 2 | 1 | ||
Treasury stock | (763) | (18,533) | ||
Share based compensation expense | 1,657 | 1,545 | ||
Proceeds from stock options exercised | 1,094 | 68 | ||
Dividend paid | (6,756) | (6,334) | ||
Stockholders' equity ending balance | 273,769 | 202,502 | 273,769 | 202,502 |
Tower International [Member] | Accounting Standards Update 2016-09 [Member] | ||||
Other comprehensive income / (loss): | ||||
Cumulative effect of a change in accounting principle adoption of ASU 2016-09 | $ 5,329 | 5,329 | ||
Noncontrolling Interest [Member] | ||||
Stockholders' Equity and Noncontrolling Interests [Line Items] | ||||
Stockholders' equity beginning balance | 6,144 | 9,224 | ||
Net income / (loss) | 110 | 213 | ||
Other comprehensive income / (loss): | ||||
Foreign currency translation adjustments | 52 | (222) | ||
Total comprehensive income / (loss) | 162 | (9) | ||
Noncontrolling interest dividends | (2,164) | |||
Noncontrolling interest sold | $ (6,306) | |||
Stockholders' equity ending balance | $ 7,051 | $ 7,051 |
Stockholders' Equity and Nonc68
Stockholders' Equity and Noncontrolling Interests (Components of Accumulated Other Comprehensive Loss) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Stockholders’ Equity and Noncontrolling Interests [Abstract] | |||||
Foreign currency translation adjustments, net of tax of $4.2 million and $10.1 million | $ (24,596,000) | $ (24,596,000) | $ (44,411,000) | ||
Defined benefit plans, net of tax of $14.2 million and $14.2 million | (38,972,000) | (38,972,000) | (38,972,000) | ||
Unrealized loss on qualifying cash flow hedge, net of tax (benefit) of ($2.8 million) and $0 million | (5,896,000) | (5,896,000) | |||
Accumulated other comprehensive loss | (69,464,000) | (69,464,000) | (83,383,000) | ||
Other comprehensive loss attributable to Tower, foreign currency translation adjustments | 19,815,000 | ||||
Unrealized loss on qualifying cash flow hedge, net of tax (benefit) | (5,896,000) | ||||
Other comprehensive loss attributable to Tower, accumulated other comprehensive loss | 13,919,000 | ||||
Foreign currency translation adjustment, tax | 1,600,000 | 10,100,000 | |||
Defined benefit plans, tax | 14,200,000 | 14,200,000 | |||
Unrealized loss on qualifying cash flow hedge, tax expense / (benefit) | $ (300,000) | $ 0 | $ (3,600,000) | $ 0 | $ 0 |
Stockholders' Equity and Nonc69
Stockholders' Equity and Noncontrolling Interests (Schedule of Changes in Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stockholders' equity beginning balance | $ 207,795 | |||
Stockholders' equity ending balance | $ 273,769 | 273,769 | ||
Accumulated Other Comprehensive Income (Loss) [Member] | ||||
Stockholders' equity beginning balance | (74,759) | $ (73,855) | (83,383) | $ (80,492) |
Other comprehensive income before reclassification | 5,295 | (71) | 13,919 | 6,566 |
Net current-period other comprehensive income | 5,295 | (71) | 13,919 | 6,566 |
Stockholders' equity ending balance | (69,464) | (73,926) | (69,464) | (73,926) |
Unrealized loss on Qualifying cash flow Hedge, Net of Tax [Member] | ||||
Stockholders' equity beginning balance | (4,613) | |||
Other comprehensive income before reclassification | (1,283) | (5,896) | ||
Net current-period other comprehensive income | (1,283) | (5,896) | ||
Stockholders' equity ending balance | (5,896) | (5,896) | ||
Defined Benefit Plan, Net of Tax [Member] | ||||
Stockholders' equity beginning balance | (38,972) | (40,002) | (38,972) | (40,002) |
Stockholders' equity ending balance | (38,972) | (40,002) | (38,972) | (40,002) |
Foreign Currency Translation Adjustments [Member] | ||||
Stockholders' equity beginning balance | (31,174) | (33,853) | (44,411) | (40,490) |
Other comprehensive income before reclassification | 6,578 | (71) | 19,815 | 6,566 |
Net current-period other comprehensive income | 6,578 | (71) | 19,815 | 6,566 |
Stockholders' equity ending balance | $ (24,596) | $ (33,924) | $ (24,596) | $ (33,924) |
Earnings per Share ("EPS") (Sch
Earnings per Share ("EPS") (Schedule of Earnings Per Share, Basic and Diluted) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings per Share (“EPS”) [Abstract] | ||||
Income from continuing operations | $ 14,227 | $ 17,908 | $ 50,037 | $ 41,906 |
Income / (loss) from discontinued operations, net of tax (Note 4) | 704 | 367 | 1,565 | (19,999) |
Net income / (loss) | 14,931 | 18,275 | 51,602 | 21,907 |
Less: Net income attributable to the noncontrolling interests | 118 | 110 | 213 | |
Net income / (loss) attributable to Tower International, Inc. | $ 14,931 | $ 18,157 | $ 51,492 | $ 21,694 |
Basic income / (loss) per share: | ||||
Continuing operations | $ 0.69 | $ 0.85 | $ 2.44 | $ 1.98 |
Discontinued operations | 0.03 | 0.02 | 0.08 | (0.95) |
Net income / (loss) attributable to Tower International, Inc. | $ 0.73 | $ 0.87 | $ 2.51 | $ 1.03 |
Basic weighted average shares outstanding | 20,522,001 | 20,830,203 | 20,485,722 | 21,039,305 |
Diluted income / (loss) per share: | ||||
Continuing operations | $ 0.68 | $ 0.84 | $ 2.40 | $ 1.95 |
Discontinued operations | 0.03 | 0.02 | 0.08 | (0.93) |
Net income attributable to Tower International, Inc. | $ 0.72 | $ 0.86 | $ 2.48 | $ 1.02 |
Diluted weighted average shares outstanding | 20,787,405 | 21,182,149 | 20,804,441 | 21,372,875 |
Share-Based and Long-Term Com71
Share-Based and Long-Term Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 14, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for grant (in shares) | 800,890 | 800,890 | ||||
Deferred compensation, description | Mr. Malcolm retired from the Company on the Retirement Date. The Agreement provided for a $3 million transition bonus, for the successful delivery to Tower's Board of Directors of a comprehensive chief executive officer succession and transition plan, and a $3 million retention bonus. These bonus awards were paid in cash on July 14, 2017, and fall under the guidance of FASB ASC No. 450, Contingencies. | |||||
Share based compensation expense | $ 1,657,000 | $ 1,545,000 | ||||
Other liabilities, noncurrent | $ 97,070,000 | $ 97,070,000 | $ 65,539,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |||
President and Chief Executive Officer [Member] | Stock Appreciation Rights (SARs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Deferred compensation, income | $ 600,000 | |||||
Share based compensation expense | $ 6,300,000 | |||||
Deferred compensation liability, current and noncurrent | 0 | $ 0 | ||||
Deferred compensation, expense | 100,000 | $ 300,000 | 700,000 | |||
President and Chief Executive Officer [Member] | Transition Bonus [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Deferred compensation, cash amount | $ 3,000,000 | |||||
President and Chief Executive Officer [Member] | Retention Bonus [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Deferred compensation, cash amount | $ 3,000,000 | |||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Expiration period | 10 years | |||||
Weighted average grant date fair value, model used | Black-Scholes valuation model | |||||
Stock or unit option plan expense | $ 0 | 0 | $ 0 | 0 | ||
Options outstanding | 383,547 | 383,547 | 474,468 | |||
Options, remaining average contractual life | 4 years | |||||
Options, excercised | 90,921 | |||||
Options, excercised, intrinsic value | $ 1,400,000 | |||||
Options, exercisable, intrinsic value | $ 5,700,000 | $ 5,700,000 | ||||
Options, exercisable number | 383,547 | 383,547 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 383,547 | 383,547 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total | ||||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period, other than options | 3 years | |||||
Restricted stock or unit expense | $ 600,000 | 500,000 | $ 1,700,000 | 1,500,000 | ||
Unrecognized compensation expense | $ 2,800,000 | $ 2,800,000 | ||||
Unrecognized compensation expense, period of recognition | 14 months | |||||
Other than options, nonvested | 212,452 | 212,452 | 213,522 | |||
Other than option, granted | 105,485 | |||||
Other than options, forfeited | 5,077 | |||||
Other than options, vested | 101,478 | |||||
Other than options, issued | 101,478 | |||||
Other than options, issued, value | $ 2,800,000 | |||||
Restricted stock, shares issued net of shares for tax withholdings | 74,474 | |||||
Stock repurchased during period, value | $ 800,000 | |||||
Stock repurchased during period, shares | 27,003 | |||||
Performance Award [Member] | Equity Incentive Plan 2010 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Deferred compensation, expense | $ 900,000 | $ 1,700,000 | $ 2,200,000 | $ 5,300,000 | ||
Other liabilities, current | 3,600,000 | 3,600,000 | ||||
Other liabilities | 6,000,000 | 6,000,000 | ||||
Other liabilities, noncurrent | $ 2,400,000 | $ 2,400,000 |
Share-Based and Long-Term Com72
Share-Based and Long-Term Compensation (Disclosure of Share-based Compensation Arrangements by Share-based Payment Award) (Details) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Shares, Outstanding, Beginning | shares | 474,468 |
Options Shares, Granted | shares | |
Options Shares, Options exercised or RSUs issued | shares | (90,921) |
Options Shares, Forfeited | shares | |
Options Shares, Outstanding, Ending | shares | 383,547 |
Options, Weighted Average Exercise Price, Outstanding, Beginning (in dollars per share) | $ / shares | $ 12.18 |
Options, Weighted Average Exercise Price, Granted (in dollars per share) | $ / shares | |
Options, Weighted Average Exercise Price, Options exercised or RSUs issued (in dollars per share) | $ / shares | 12.04 |
Options, Weighted Average Exercise Price, Forfeited (in dollars per share) | $ / shares | |
Options, Weighted Average Exercise Price, Outstanding, Ending (in dollars per share) | $ / shares | $ 12.22 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock Units, Outstanding, Beginning | shares | 213,522 |
Other than option, granted | shares | 105,485 |
Restricted Stock Units, Options exercised or RSUs issued | shares | (101,478) |
Restricted Stock Units, Forfeited | shares | (5,077) |
Restricted Stock Units, Outstanding, Ending | shares | 212,452 |
Restricted Stock Units, Weighted Average Grant Date Fair Value, Outstanding, Beginning (in dollars per share) | $ / shares | $ 24.77 |
Restricted Stock Units, Weighted Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 27.36 |
Restricted Stock Units, Weighted Average Grant Date Fair Value, Options exercised or RSUs issued (in dollars per share) | $ / shares | 24.99 |
Restricted Stock Units, Weighted Average Grant Date Fair Value, Forfeited (in dollars per share) | $ / shares | 25.54 |
Restricted Stock Units, Weighted Average Grant Date Fair Value, Outstanding, Ending (in dollars per share) | $ / shares | $ 26.17 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2017segment | |
Segment Information [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segment Information (Schedule o
Segment Information (Schedule of Segment Reporting Information, by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | ||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | $ 462,372 | $ 457,042 | $ 1,449,887 | $ 1,451,367 | ||||||
Adjusted EBITDA | 49,194 | 50,123 | 148,642 | 145,477 | ||||||
Capital Expenditures | 32,526 | 12,610 | 76,687 | 73,536 | ||||||
Total assets | 1,267,093 | [1] | 1,246,734 | [1] | 1,267,093 | [1] | 1,246,734 | [1] | $ 1,162,523 | |
Europe [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 146,559 | 147,964 | 466,956 | 484,064 | ||||||
Adjusted EBITDA | 8,219 | 12,084 | 33,019 | 37,307 | ||||||
Capital Expenditures | 10,870 | 9,762 | 23,421 | 36,050 | ||||||
Total assets | [1] | 521,116 | 479,381 | 521,116 | 479,381 | |||||
North America [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 315,813 | 309,078 | 982,931 | 967,303 | ||||||
Adjusted EBITDA | 40,975 | 38,039 | 115,623 | 108,170 | ||||||
Capital Expenditures | 21,656 | 2,848 | 53,266 | 37,486 | ||||||
Total assets | [1] | $ 745,977 | $ 767,353 | $ 745,977 | $ 767,353 | |||||
[1] | As of September 30, 2017 and 2016, total assets include assets held for sale. |
Segment Information (Reconcilia
Segment Information (Reconciliation of Adjusted EBITDA to Income loss Before Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Segment Information [Abstract] | |||||
Income before provision for income taxes and income / (loss) from discontinued operations | $ 22,229 | $ 22,147 | $ 72,207 | $ 55,676 | |
Restructuring and asset impairment charges, net (Note 7) | 1,131 | 1,196 | 8,379 | 2,782 | |
Depreciation and amortization | 18,321 | 17,900 | 54,853 | 53,383 | |
Acquisition costs and other | 90 | 47 | 273 | 318 | |
Long-term compensation expense | 1,814 | 3,275 | 4,619 | 8,778 | |
Interest expense, net | 5,609 | 5,558 | 7,736 | 18,059 | |
Other expense | [1],[2] | (575) | (6,481) | ||
Adjusted EBITDA | $ 49,194 | $ 50,123 | $ 148,642 | $ 145,477 | |
[1] | Represents costs incurred during the nine months ended September 30, 2017, to support the refinancing of the Company's term debt. | ||||
[2] | Represents costs incurred during the three and nine months ended September 30, 2016, to support the investigation into the potential sale of the Company's European operations, which is no longer being considered. |
Fair Value of Financial Instr76
Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long term debt, outstanding | $ 407.3 | $ 390.6 |
Long-term debt, fair value | 410.5 | $ 394.2 |
Currency Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities fair value disclosure | 22.2 | |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities fair value disclosure | $ 11.3 |
Commitments and Contingencies77
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |||||
Operating leases, rent expense, net | $ 6.3 | $ 5.6 | $ 18 | $ 17.6 | |
Environmental exit costs, costs accrued to date | $ 1.4 | $ 1.4 | $ 1.4 |
Commitments and Contingencies78
Commitments and Contingencies (Future Minimum Operating Lease Payments) (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Commitments and Contingencies [Abstract] | |
2,017 | $ 6,393 |
2,018 | 36,786 |
2,019 | 33,789 |
2,020 | 26,276 |
2,021 | 21,379 |
Thereafter | 41,489 |
Total future lease payments | $ 166,112 |