Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 01, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CASTLE A M & CO | |
Entity Central Index Key | 18,172 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 32,486,039 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 16,245 | $ 35,624 |
Accounts receivable, less allowances of $1,797 and $1,945, respectively | 80,704 | 64,385 |
Inventories | 158,637 | 146,603 |
Prepaid expenses and other current assets | 14,027 | 10,141 |
Income tax receivable | 152 | 433 |
Total current assets | 269,765 | 257,186 |
Intangible assets, net | 2,571 | 4,101 |
Prepaid pension cost | 9,219 | 8,501 |
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 410 | 381 |
Other noncurrent assets | 8,299 | 9,449 |
Property, plant and equipment: | ||
Land | 2,071 | 2,070 |
Buildings | 37,368 | 37,341 |
Machinery and equipment | 127,960 | 125,836 |
Property, plant and equipment, at cost | 167,399 | 165,247 |
Accumulated depreciation | (118,513) | (115,537) |
Property, plant and equipment, net | 48,886 | 49,710 |
Total assets | 339,150 | 329,328 |
Current liabilities: | ||
Accounts payable | 52,604 | 33,083 |
Accrued and other current liabilities | 23,790 | 19,854 |
Income tax payable | 95 | 209 |
Current portion of long-term debt | 75 | 137 |
Total current liabilities | 76,564 | 53,283 |
Long-term debt, less current portion | 287,101 | 286,459 |
Deferred income taxes | 139 | 0 |
Build to suit liability | 12,528 | 12,305 |
Other noncurrent liabilities | 5,677 | 5,978 |
Pension and other postretirement benefit obligations | 6,336 | 6,430 |
Commitments and contingencies (Note 13) | ||
Stockholders’ deficit: | ||
Preferred stock, $0.01 par value—9,988 shares authorized (including 400 Series B Junior Preferred, $0.00 par value); no shares issued and outstanding at March 31, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.01 par value—60,000 shares authorized; 32,768 shares issued and 32,482 outstanding at March 31, 2017 and 32,768 shares issued and 32,566 outstanding at December 31, 2016 | 327 | 327 |
Additional paid-in capital | 245,065 | 244,825 |
Accumulated deficit | (266,783) | (253,291) |
Accumulated other comprehensive loss | (26,725) | (25,939) |
Treasury stock, at cost—286 shares at March 31, 2017 and 202 shares at December 31, 2016 | (1,079) | (1,049) |
Total stockholders’ deficit | (49,195) | (35,127) |
Total liabilities and stockholders’ deficit | $ 339,150 | $ 329,328 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net sales | $ 135,926 | $ 163,848 |
Costs and expenses: | ||
Cost of materials (exclusive of depreciation and amortization) | 101,037 | 133,758 |
Warehouse, processing and delivery expense | 18,719 | 23,403 |
Sales, general and administrative expense | 14,486 | 17,437 |
Restructuring Expense (Income) | 128 | 11,718 |
Depreciation and amortization expense | 3,864 | 4,393 |
Total Costs and Expenses | 138,234 | 190,709 |
Operating loss | (2,308) | (26,861) |
Interest Expense | 10,736 | 10,369 |
Financial Restructuring Expense | 877 | 0 |
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net | (146) | 0 |
Gains (Losses) on Restructuring of Debt | 0 | (7,075) |
Other (income) expense, net | (512) | 1,145 |
Loss from continuing operations before income taxes and equity in earnings of joint venture | (13,555) | (45,450) |
Income tax (expense) benefit | 63 | 335 |
Loss from continuing operations before equity in earnings of joint venture | (13,492) | (45,115) |
Equity in earnings of joint venture | 0 | 311 |
Income (Loss) from Continuing Operations | (13,492) | (44,804) |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 0 | 7,934 |
Net loss | $ (13,492) | $ (36,870) |
Income (Loss) from Continuing Operations, Per Basic and Diluted Share | $ (0.42) | $ (1.90) |
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic and Diluted Share | 0 | 0.34 |
Earnings Per Share, Basic and Diluted | $ (0.42) | $ (1.56) |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | $ (214) | $ (456) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (1,000) | 611 |
Comprehensive loss | $ (14,278) | $ (35,803) |
Condensed Consolidated Balance4
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts receivable | $ 1,797 | $ 1,945 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 9,988 | 9,988 |
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 | 60,000 | 60,000 |
Common stock, shares issued | 32,768 | 32,768 |
Common stock, shares outstanding | 32,482 | 32,566 |
Treasury stock, shares | 286 | 202 |
Series B Junior Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized | 400 | 400 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities: | ||
Net loss | $ (13,492) | $ (36,870) |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 0 | 7,934 |
Income (Loss) from Continuing Operations | (13,492) | (44,804) |
Adjustments to reconcile loss from continuing operations to net cash used in operating activities of continuing operations: | ||
Depreciation and amortization | 3,864 | 4,393 |
Amortization of deferred charges or (gains) | (16) | (56) |
Amortization of deferred financing costs and debt discount | 1,410 | 2,439 |
Debt restructuring loss | 0 | 7,075 |
Loss from lease termination | 0 | 4,539 |
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net | (146) | 0 |
(Gain) loss on sale of property, plant and equipment | (2) | 1,774 |
Unrealized gain on commodity hedges | 0 | 263 |
Unrealized foreign currency transaction (loss) gain | 527 | 61 |
Income (Loss) from Equity Method Investments | 0 | (311) |
Share-based Compensation | 154 | 202 |
Deferred income taxes | (734) | 0 |
Other, net | 223 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (15,164) | (9,979) |
Inventories | (10,285) | 26,563 |
Prepaid expenses and other current assets | (3,938) | (2,129) |
Other noncurrent assets | 2,635 | (173) |
Prepaid pension costs | (718) | (122) |
Accounts payable | 15,281 | 4,073 |
Income tax payable and receivable | 144 | 504 |
Accrued and other current liabilities | 3,652 | 8,902 |
Pension and postretirement benefit obligations and other noncurrent liabilities | (171) | 968 |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (17,538) | 3,534 |
Cash Provided by (Used in) Operating Activities, Discontinued Operations | 0 | (5,219) |
Net Cash Provided by (Used in) Operating Activities | (17,538) | (1,685) |
Investing activities: | ||
Capital expenditures | (1,096) | (1,238) |
Proceeds from Sale of Property, Plant, and Equipment | 2 | 467 |
Increase (Decrease) in Restricted Cash | (45) | 0 |
Net cash used in investing activities of continuing operations | (1,049) | (771) |
Cash from (used in) investing activities of discontinued operations | 0 | 53,570 |
Net Cash Provided by (Used in) Investing Activities | (1,049) | 52,799 |
Financing activities: | ||
Proceeds from long-term debt | 0 | 287,113 |
Repayments of long-term debt | (78) | (331,196) |
Payments of Debt Restructuring Costs | 0 | (7,075) |
Payments of Debt Issuance Costs | 911 | 0 |
Payments of Build to Suit Lease Liability | 0 | (462) |
Net cash from (used in) financing activities | (989) | (51,620) |
Effect of exchange rate changes on cash and cash equivalents | 197 | 124 |
Net change in cash and cash equivalents | (19,379) | (382) |
Cash and cash equivalents - beginning of year | 35,624 | 11,100 |
Cash and cash equivalents - end of period | $ 16,245 | $ 10,718 |
Condensed Consolidated Financia
Condensed Consolidated Financial Statements | 3 Months Ended |
Mar. 31, 2017 | |
Condensed Consolidated Financial Information Disclosure [Abstract] | |
Condensed Consolidated Financial Statements | Basis of Presentation The condensed consolidated financial statements included herein have been prepared by A. M. Castle & Co. and subsidiaries (the “Company”), without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), and accounting principles generally accepted in the United States of America (“GAAP”). The Condensed Consolidated Balance Sheet at December 31, 2016 is derived from the audited financial statements at that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited statements included herein contain all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of financial results for the interim period. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The 2017 interim results reported herein may not necessarily be indicative of the results of the Company’s operations for the full year. The accompanying consolidated financial statements have been prepared on the basis of the Company continuing as a going concern for a reasonable period of time. The Company's principal source of liquidity is cash flows from operations. The Company's plan indicates that it will have sufficient cash flows from its operations to continue as a going concern. The Company's ability to have sufficient cash flows to continue as a going concern is based on plans that rely on certain underlying assumptions and estimates that may differ from actual results. On April 6, 2017, the Company and certain of its subsidiaries entered into a restructuring support agreement with certain of their creditors. The agreement contemplates the financial restructuring of the debt and equity of the Company and the subsidiaries. Refer to Note 14 - Subsequent Events . |
New Accounting Standards (Notes
New Accounting Standards (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | New Accounting Standards Standards Updates Adopted Effective January 1, 2017, the Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2016-09, "Improvements to Employee Share-Based Payment Accounting," which simplifies several aspects of the accounting for employee share-based payment transactions. Under ASU No. 2016-09, a company recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, eliminating the notion of the additional paid-in capital pool and significantly reducing the complexity and cost of accounting for excess tax benefits and tax deficiencies. For interim reporting purposes, excess tax benefits and tax deficiencies are considered discrete items in the reporting period in which they occur and are not included in the estimate of an entity’s annual effective tax rate. ASU No. 2016-09 further eliminates the requirement to defer recognition of an excess tax benefit until the benefit is realized through a reduction to taxes payable. The adoption of ASU No. 2016-09 did not have a material impact on the Company's consolidated financial statements. Standards Updates Issued Not Yet Effective In March 2017, the FASB issued ASU 2017-07, "Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." Under the new guidance, employers must present the service cost component of the net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. The other components of net periodic benefit cost must be reported separately from the line item(s) that includes the service cost component and outside of any subtotal of operating income, if one is presented. Employers will have to disclose the line(s) used to present the other components of net periodic benefit cost, if the components are not presented separately in the income statement. The guidance on the income statement presentation of the components of net periodic benefit cost must be applied retrospectively, while the guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component must be applied prospectively. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted as of the beginning of an annual period for which interim financial statements have not been issued. The Company is currently evaluating the impact the adoption of ASU No. 2017-07 will have on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," to reduce the existing diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230. The amendments in ASU No. 2016-15 address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under Topic 230. The provisions of ASU No. 2016-15 must be applied retrospectively to all periods presented with limited exceptions. For public companies, the amendments in ASU No. 2016-15 are effective for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of ASU No. 2016-15 to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)," which requires that lessees recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. ASU No. 2016-02 also requires additional disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The provisions of ASU No. 2016-02 are to be applied using a modified retrospective approach, and are effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU No. 2016-02 will have on its consolidated financial statements, but the Company expects that most existing operating lease commitments will be recognized as operating lease obligations and right-of-use assets as a result of adoption. In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," related to revenue recognition. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in prior accounting guidance. The ASU permits the use of either the retrospective or modified retrospective (cumulative-effect) transition method of adoption. ASU No. 2015-14, "Deferral of the Effective Date," was issued in August 2015 to defer the effective date of ASU No. 2014-09 for public companies until annual reporting periods beginning after December 15, 2017. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. In 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606), Narrow-Scope Improvements and Practical Expedients," and ASU No. 2016-20, "Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers," which provide supplemental adoption guidance and clarification to ASU No. 2014-09. ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12 and ASU No. 2016-20 must be adopted concurrently with the adoption of ASU No. 2014-09. The Company continues to evaluate the impact of these ASU's on its consolidated financial statements and disclosures, and plans to adopt these ASU's in the first quarter of 2018 using the modified retrospective transition method. |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operation On March 15, 2016, the Company completed the sale of substantially all the assets of its wholly-owned subsidiary, Total Plastics, Inc. ("TPI") for $55,070 in cash, subject to customary working capital adjustments. Under the terms of the sale, $1,500 of the purchase price was placed into escrow pending adjustment based upon the final calculation of the working capital at closing. The sale resulted in preliminary pre-tax and after-tax gains of $4,217 and $2,994 , respectively, for the three months ended March 31, 2016 . The Company and the buyer agreed to the final working capital adjustment during the third quarter of 2016, which resulted in the full escrowed amount being returned to the buyer. The sale ultimately resulted in pre-tax and after-tax gains of $2,003 and $1,306 , respectively, for the year ended December 31, 2016. Summarized results of the discontinued operation for the three months ended March 31, 2016 were as follows: Three Months Ended March 31, 2016 Net sales $ 29,680 Cost of materials 21,027 Operating costs and expenses 7,288 Interest expense (a) 333 Income from discontinued operations before income taxes $ 1,032 Income tax expense benefit (b) (3,908 ) Gain on sale of discontinued operations, net of income taxes 2,994 Income from discontinued operations, net of income taxes $ 7,934 (a) Interest expense was allocated to the discontinued operation based on the debt that was required to be paid as a result of the sale of TPI. (b) Income tax benefit for the three months ended March 31, 2016 includes $4,207 reversal of valuation allowance resulting from the sale of TPI. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings (Loss) Per Share Diluted earnings (loss) per common share is computed by dividing income (loss) by the weighted average number of shares of common stock outstanding plus outstanding common stock equivalents. Common stock equivalents consist of employee and director stock options, restricted stock awards, other share-based payment awards, and contingently issuable shares related to the Company’s 7.0% Convertible Senior Notes due December 15, 2017 (the "Convertible Notes") and the Company's 5.25% Convertible Senior Secured Notes due December 30, 2019 (the "New Convertible Notes"), which are included in the calculation of weighted average shares outstanding using the treasury stock method, if dilutive. Refer to Note 7 - Debt for further description of the Convertible Notes and New Convertible Notes. The following table is a reconciliation of the basic and diluted earnings (loss) per common share calculations: Three Months Ended March 31, 2017 2016 Numerator: Loss from continuing operations $ (13,492 ) $ (44,804 ) Income from discontinued operations, net of income taxes — 7,934 Net loss $ (13,492 ) $ (36,870 ) Denominator: Weighted average common shares outstanding 32,303 23,625 Effect of dilutive securities: Outstanding common stock equivalents — — Denominator for diluted earnings (loss) per common share 32,303 23,625 Basic earnings (loss) per common share: Continuing operations $ (0.42 ) $ (1.90 ) Discontinued operations — 0.34 Net basic loss per common share $ (0.42 ) $ (1.56 ) Diluted earnings (loss) per common share: Continuing operations $ (0.42 ) $ (1.90 ) Discontinued operations — 0.34 Net diluted loss per common share $ (0.42 ) $ (1.56 ) Excluded outstanding share-based awards having an anti-dilutive effect 2,468 954 Excluded "in the money" portion of New Convertible Notes having an anti-dilutive effect — — The New Convertible Notes are dilutive to the extent the Company generates net income and the average stock price during the period is greater than $2.25 per share, which is the conversion price of the New Convertible Notes. The New Convertible Notes are only dilutive for the “in the money” portion of the New Convertible Notes that could be settled with the Company’s common stock. In future periods, absent a fundamental change (as defined in the New Convertible Notes indenture), the outstanding New Convertible Notes could increase diluted average shares outstanding by a maximum of approximately 9,900 shares. The Convertible Notes would have an insignificant impact on the diluted average shares outstanding if settled with the Company's stock. |
Joint Venture
Joint Venture | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture | Joint Venture Kreher Steel Company, LLC ("Kreher"), a national distributor and processor of carbon and alloy steel bar products headquartered in Melrose Park, Illinois, was a 50% owned joint venture of the Company. In June 2016, the Company received an offer from its joint venture partner to purchase its ownership share in Kreher for an amount that was less than the current carrying value of the Company's investment in Kreher. The Company determined that the offer to purchase its ownership share in Kreher at a purchase price lower than the carrying value indicated that it may not be able to recover the full carrying amount of its investment, and therefore recognized a $4,636 other-than-temporary impairment charge in the second quarter of 2016 to reduce the carrying amount of the investment to the negotiated purchase price. Prior to receiving the purchase offer, the Company had no previous indicators that its investment in Kreher had incurred a loss in value that was other-than-temporary. In August 2016, the Company completed the sale of its ownership share in Kreher to its joint venture partner for aggregate cash proceeds of $31,550 , which resulted in a loss on disposal of $5 , including selling expenses. The following information summarizes financial data for Kreher for the three months ended March 31, 2016 : Three Months Ended March 31, 2016 Net sales $ 31,518 Cost of materials 26,601 Income before taxes 566 Net income 622 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Intangible Assets Intangible assets consisted of customer relationships as follows: March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer relationships $ 67,326 $ 64,755 $ 67,317 $ 63,216 The Company recorded the following aggregate amortization expense associated with intangibles: Three Months Ended March 31, 2017 2016 Amortization expense $ 1,533 $ 1,527 The following is a summary of the estimated annual amortization expense for the remainder of 2017 and each of the subsequent years: 2017 $ 2,571 2018 $ — 2019 $ — 2020 $ — 2021 $ — |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt consisted of the following: March 31, December 31, LONG-TERM DEBT 7.0% Convertible Notes due December 15, 2017 $ 25 $ 41 11.0% Senior Secured Term Loan Credit Facilities due September 14, 2018 99,500 99,500 12.75% Senior Secured Notes due December 15, 2018 177,019 177,019 5.25% Convertible Notes due December 30, 2019 22,323 22,323 Other, primarily capital leases 50 96 Plus: derivative liability for embedded conversion feature 549 403 Less: unamortized discount (6,852 ) (7,587 ) Less: unamortized debt issuance costs (5,438 ) (5,199 ) Total long-term debt $ 287,176 $ 286,596 Less: current portion 75 137 Total long-term portion $ 287,101 $ 286,459 Secured Notes In 2016, the Company completed a private exchange offer and consent solicitation (the “Exchange Offer”) to certain eligible holders to exchange new 12.75% Senior Secured Notes due 2018 (the “New Secured Notes”) for the Company’s outstanding 12.75% Senior Secured Notes due 2016. The Company determined that the Exchange Offer was considered to be a troubled debt restructuring within the scope of Accounting Standards Codification ("ASC") No. 470-60, "Debt - Troubled Debt Restructurings by Debtors", as the Company was determined to be experiencing financial difficulties and was granted a concession by the eligible holders. Accordingly, the Company expensed the eligible holder consent fees and related legal and other direct costs incurred in conjunction with the Exchange Offer in debt restructuring loss, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The New Secured Notes are fully and unconditionally guaranteed, jointly and severally, by certain 100% owned domestic subsidiaries of the Company (the “Guarantors”). The New Secured Notes and the related guarantees are secured by a lien on substantially all of the Company's and the Guarantors' assets, subject to certain exceptions and permitted liens pursuant to a pledge and security agreement. The terms of the New Secured Notes contain numerous covenants imposing financial and operating restrictions on the Company's business. These covenants place restrictions on the Company's ability and the ability of its subsidiaries to, among other things, pay dividends, redeem stock or make other distributions or restricted payments; incur indebtedness or issue common stock; make certain investments; create liens; agree to payment restrictions affecting certain subsidiaries; consolidate or merge; sell or otherwise transfer or dispose of assets, including equity interests of certain subsidiaries; enter into transactions with affiliates; enter into sale and leaseback transactions; and use the proceeds of permitted sales of the Company's assets. The Company may redeem some or all of the New Secured Notes at a redemption price of 100% of the principal amount, plus accrued and unpaid interest. The New Secured Notes also contain a provision that allows holders of the New Secured Notes to require the Company to repurchase all or any part of the New Secured Notes if a change of control triggering event occurs. Under this provision, the repurchase of the New Secured Notes will occur at a purchase price of 101% of the outstanding principal amount, plus accrued and unpaid interest, if any, on such New Secured Notes to the date of repurchase. In addition, upon certain asset sales, the Company may be required to offer to use the net proceeds thereof to purchase some of the New Secured Notes at 100% of the principal amount thereof, plus accrued and unpaid interest. The New Secured Notes require that the Company make, subject to certain conditions and within 95 days of the end of each fiscal year beginning with the fiscal year ending December 31, 2016, an offer to purchase the New Secured Notes with (i) 75% of excess cash flow (as defined in the New Secured Notes indenture) until the Company has offered to purchase up to $50,000 in aggregate principal amount of the notes, (ii) 50% of excess cash flow until the Company has offered to purchase up to $75,000 in aggregate principal amount of the notes, (iii) 25% of the excess cash flow until the Company has offered to purchase up to $100,000 in aggregate principal amount of the notes and (iv) 0% thereafter, in each case, at 103% of the principal amount, thereof, plus accrued and unpaid interest. The Company pays interest on the New Secured Notes at a rate of 12.75% per annum in cash semi-annually. Senior Secured Term Loan Credit Facilities On December 8, 2016, the Company entered into new secured credit facilities (the “Credit Facilities”) with certain financial institutions (the "Financial Institutions") in order to replace and repay outstanding borrowings and support the continuance of letters of credit under the Company's senior secured asset-based revolving credit facility (the “Revolving Credit Facility”). The Credit Facilities are in the form of senior secured first-lien term loan facilities in an aggregate principal amount of up to $112,000 . In connection with the closing of the Credit Facilities, commitments pursuant to the Revolving Credit Facility were terminated, liens granted to the collateral agent pursuant thereto were released in full, and Revolving Credit Facility borrowings outstanding were repaid by the Company using proceeds from the Credit Facilities. Letters of credit previously issued under the Revolving Credit Facility were cash collateralized, resulting in $7,923 and $7,968 of restricted cash that is reflected in other noncurrent assets in the Condensed Consolidated Balance Sheet at March 31, 2017 and December 31, 2016 , respectively. The Credit Facilities consist of a $75,000 initial term loan facility funded at closing and a $37,000 delayed-draw term loan facility (the “Delayed Draw Facility”). Under the Delayed Draw Facility, $24,500 was drawn in December 2016 and $12,500 was expected to be available in June 2017 or thereafter. On May 4, 2017, the Company entered into an amendment to the agreement governing the Credit Facilities (the "Credit Facilities Agreement"). Under this amendment, the Financial Institutions agreed to accelerate the Company's access to the Delayed Draw Facility that was expected to be available in June 2017 or thereafter. The funding of the Credit Facilities was subject to original issue discount in an amount equal to 3.0% of the full principal amount of the Credit Facilities. The Credit Facilities bear interest at a rate per annum equal to 11.0% , payable monthly in arrears. The outstanding principal amount of the Credit Facilities and all accrued and unpaid interest thereon will be due and be payable on September 14, 2018 . In connection with the closing of the Credit Facilities, the Financial Institutions were issued warrants (the “Warrants”) to purchase an aggregate of 5,000 shares of the Company's common stock, pro rata based on the principal amount of each Financial Institution’s commitment in the Credit Facilities. Warrants to purchase 2,500 shares have an exercise price of $0.50 per share, and Warrants to purchase 2,500 shares have an exercise price of $0.65 per share. The Warrants were exercisable upon issuance and expire on June 8, 2018. All obligations of the Company under the Credit Facilities are guaranteed on a senior-secured basis by each direct and indirect, existing and future, domestic or Canadian subsidiary of the Company (the “Subsidiary Guarantors” and together with the Company, the “Credit Parties”). All obligations under the Credit Facilities are secured on a first-priority basis by a perfected security interest in substantially all assets of the Credit Parties (subject to certain exceptions for permitted liens). The Company agreed to add its foreign subsidiaries as guarantors and to direct such subsidiaries to grant a security interest in substantially all of their respective assets, subject to certain exceptions, as soon as possible after closing. The Credit Facilities Agreement contains numerous covenants that, if breached, could result in a default under the agreement. These covenants include a financial covenant that requires the Company to maintain a minimum amount of consolidated adjusted EBITDA (as defined in the Credit Facilities Agreement) during various applicable fiscal periods beginning with the fiscal quarter ended March 31, 2017. The Company is also required to maintain specified minimum amounts of net working capital (as defined in the Credit Facilities Agreement) and consolidated liquidity (as defined in the Credit Facilities Agreement) of at least $20,000 . The Credit Facilities Agreement also provides that a default could result from the occurrence of any condition, act, event or development that results or could be reasonably expected to result in a material adverse effect (as defined in the Credit Facilities Agreement). In the event of a default, the Financial Institutions could elect to declare all amounts borrowed due and payable, including accrued interest and any other obligations under the Credit Facilities. Any such acceleration would also result in a default under the indentures governing the New Secured Notes and the New Convertible Notes. On April 6, 2017, the Company entered into an amendment to the Credit Facilities Agreement. Under this amendment, the Financial Institutions agreed that the financial covenants related to consolidated adjusted EBITDA and specified minimum amounts of net working capital and consolidated liquidity, all as described in the preceding paragraph, would cease to apply for the period from March 31, 2017 through and including May 31, 2018. Convertible Notes In 2016, the Company entered into Transaction Support Agreements (as amended, supplemented or modified, the “Support Agreements”) with certain holders (the “Supporting Holders”) of the Convertible Notes. The Support Agreements provided for the terms of exchanges in which the Company agreed to issue New Convertible Notes in exchange for outstanding Convertible Notes (the “Convertible Note Exchange”). The Convertible Note Exchange was considered to be a troubled debt restructuring, as the Company was experiencing financial difficulties and was granted a concession by the Supporting Holders. As a result, the Company expensed legal and other direct costs incurred in conjunction with the Convertible Note Exchange. As further described below, the New Convertible Notes are convertible into common stock at the option of the holder. The Company determined that the conversion option is not clearly and closely related to the economic characteristics of the New Convertible Notes, nor does it meet the criteria to be considered indexed to the Company’s common stock. As a result, the Company concluded that the embedded conversion option must be bifurcated from the New Convertible Notes, separately valued, and accounted for as a derivative liability that partially settled the Convertible Notes. The initial value allocated to the derivative liability was $11,574 , with a corresponding discount recorded to the New Convertible Notes. During each reporting period, the derivative liability, which is classified in long-term debt, will be marked to fair value through earnings. The derivative liability had a fair value of $549 as of March 31, 2017 . The New Convertible Notes mature on December 30, 2019 , and bear interest at a rate of 5.25% per annum, payable semi-annually in cash. The New Convertible Notes are initially convertible into shares of the Company's common stock at any time at a conversion price per share equal to $2.25 and are subject to adjustment in accordance with the New Convertible Notes indenture. All current and future guarantors of the New Secured Notes, the Credit Facilities, and any other material indebtedness of the Company guarantee the New Convertible Notes, subject to certain exceptions. The New Convertible Notes are secured on a “silent” third-priority basis by the same collateral that secures the New Secured Notes. Upon conversion, the Company will pay and/or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, together with cash in lieu of fractional shares. The value of shares of the Company's common stock for purposes of the settlement of the conversion right will be calculated as provided in the indenture, using a 20 trading day observation period. Upon such conversion, the holder shall be entitled to receive an amount equal to the "make-whole" premium, payable in the form of cash, shares of the Company's common stock, or a combination of both, at the Company's sole discretion. The value of shares of Company common stock for purposes of calculating the "make-whole" premium will be based on the greater of (i) 130% of the conversion price then in effect and (ii) the volume weighted average price ("VWAP") of such shares for the 20 trading day observation period as provided in the indenture. If the VWAP of the Company's common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which such notice of redemption is provided, the Company shall have the right to redeem any or all of the New Convertible Notes at a price equal to (i) 100.0% of the aggregate principal amount thereof plus (ii) the "make-whole" premium. The redemption price can be paid in the form of cash, shares of the Company's common stock or a combination of both, at the Company's sole discretion. The value of shares of the Company's common stock will be based on the VWAP of such shares for the 20 trading days immediately preceding the date of redemption. Prior to the third trading day prior to the date of any such redemption, any New Convertible Notes called for redemption may be converted by the holder into shares of the Company's common stock at the conversion price then in effect. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The three-tier value hierarchy the Company utilizes, which prioritizes the inputs used in the valuation methodologies, is: Level 1 —Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 —Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 —Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. The fair value of cash, accounts receivable, cash collateralized letters of credit and accounts payable approximate their carrying values. The fair value of cash equivalents are determined using the fair value hierarchy described above. Cash equivalents consisting of money market funds are valued based on quoted prices in active markets and as a result are classified as Level 1. The Company’s pension plan asset portfolio as of March 31, 2017 and December 31, 2016 is primarily invested in fixed income securities, which generally fall within Level 2 of the fair value hierarchy. Fixed income securities are valued based on evaluated prices provided to the trustee by independent pricing services. Such prices may be determined by various factors which include, but are not limited to, market quotations, yields, maturities, call features, ratings, institutional size trading in similar groups of securities and developments related to specific securities. Fair Value Measurements of Debt The fair value of the Company's New Secured Notes as of March 31, 2017 was estimated to be $115,947 compared to a carrying value of $177,019 . The fair value of the New Secured Notes as of December 31, 2016 was estimated to be $116,833 compared to a carrying value of $177,019 . The fair value for the New Secured Notes was determined based on recent trades of the bonds and fall within Level 2 of the fair value hierarchy. Because it entered into the new Credit Facilities in December 2016, the Company determined that the fair value of borrowings outstanding under the Credit Facilities approximated carrying value at March 31, 2017 and December 31, 2016. Including the bifurcated embedded conversion option, the fair value of the Company's New Convertible Notes was estimated to be $5,419 compared to a carrying value of $22,323 as of March 31, 2017 . The fair value of the New Convertible Notes was approximately $5,369 compared a carrying value of $22,323 as of December 31, 2016 . The fair value of the New Convertible Notes, which falls within Level 3 of the fair value hierarchy, was determined based on similar debt instruments that do not contain a conversion feature, as well as other factors related to the callable nature of the New Convertible Notes. The main inputs and assumptions into the fair value model for the New Convertible Notes at March 31, 2017 were as follows: Company's stock price at the end of the period $ 0.30 Expected volatility 110.60 % Credit spreads 77.30 % Risk-free interest rate 1.44 % Fair Value Measurements of Embedded Conversion Feature The fair value of the derivative liability for the embedded conversion feature of the New Convertible Notes was estimated to be $549 as of March 31, 2017 . The estimated fair value of the derivative liability for the embedded conversion feature of the New Convertible Notes, which falls within Level 3 of the fair value hierarchy, is measured on a recurring basis using a binomial lattice model using the Company's historical volatility over the term corresponding to the remaining contractual term of the New Convertible Notes and observed spreads of similar debt instruments that do not include a conversion feature. The following reconciliation represents the change in fair value of the embedded conversion feature of the New Convertible Notes between December 31, 2016 and March 31, 2017 : Derivative liability for embedded conversion feature Fair value as of December 31, 2016 $ 403 Mark-to-market adjustment on conversion feature (a) 146 Fair value as of March 31, 2017 $ 549 (a) Mark-to-market adjustment is recognized in unrealized loss on embedded debt conversion option in the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2017 . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Deficit Accumulated Comprehensive Loss The components of accumulated other comprehensive loss are as follows: March 31, December 31, Unrecognized pension and postretirement benefit costs, net of tax $ (9,583 ) $ (9,797 ) Foreign currency translation losses, net of tax (17,142 ) (16,142 ) Total accumulated other comprehensive loss $ (26,725 ) $ (25,939 ) C hanges in accumulated other comprehensive loss by component for the three months ended March 31, 2017 and 2016 are as follows: Defined Benefit Pension and Postretirement Items Foreign Currency Items Total 2017 2016 2017 2016 2017 2016 Balance as of January 1, $ (9,797 ) $ (17,185 ) $ (16,142 ) $ (16,636 ) $ (25,939 ) $ (33,821 ) Other comprehensive income (loss) before reclassifications, net of tax — — (1,000 ) 611 (1,000 ) 611 Amounts reclassified from accumulated other comprehensive loss, net of tax (a) 214 456 — — 214 456 Net current period other comprehensive income (loss) 214 456 (1,000 ) 611 (786 ) 1,067 Balance as of March 31, $ (9,583 ) $ (16,729 ) $ (17,142 ) $ (16,025 ) $ (26,725 ) $ (32,754 ) (a) See reclassifications from accumulated other comprehensive loss table below for details of reclassification from accumulated other comprehensive loss for the three month periods ended March 31, 2017 and 2016 . Reclassifications from accumulated other comprehensive loss are as follows: Three Months Ended March 31, 2017 2016 Unrecognized pension and postretirement benefit items: Prior service cost (b) $ (50 ) $ (50 ) Actuarial loss (b) (164 ) (406 ) Total before tax (214 ) (456 ) Tax effect — — Total reclassifications for the period, net of tax $ (214 ) $ (456 ) (b) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost included in sales, general and administrative expense. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Components of the net periodic pension and postretirement benefit cost are as follows: Three Months Ended March 31, 2017 2016 Service cost $ 106 $ 112 Interest cost 1,210 1,312 Expected return on assets (2,034 ) (2,035 ) Amortization of prior service cost 50 50 Amortization of actuarial loss 164 406 Net periodic pension and postretirement benefit (credit) cost $ (504 ) $ (155 ) Contributions paid $ 356 $ — The Company anticipates making additional cash contributions of $213 to its pension plans in 2017 . |
Restructuring Activity
Restructuring Activity | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activity | Restructuring Activity In April 2015, the Company announced a restructuring plan consisting of workforce reductions and the consolidation of facilities in locations deemed to have redundant operations. In the three months ended March 31, 2016 , the Company incurred costs associated with the April 2015 restructuring plan which consisted of employee termination and related benefits, moving costs, professional fees and losses on the disposal of fixed assets. In addition, the Company recorded charges of $452 for inventory moved from consolidated plants that was subsequently identified to be scrapped. The inventory charge is reported in cost of materials in the Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended March 31, 2016. In the first quarter of 2016, the Company closed its Houston and Edmonton facilities and sold all the equipment at these facilities to an unrelated third party. Restructuring activities associated with the strategic decision to close these facilities included employee termination and related benefits, lease termination costs, moving costs associated with exit from the closed facilities, and professional fees at the closed facilities. As a result of its restructuring activities, the Company incurred the following restructuring expenses: Three Months Ended March 31, 2017 2016 Employee termination and related benefits $ 28 $ 553 Lease termination costs — 6,145 Moving costs associated with plant consolidations 70 3,135 Professional fees 30 678 Loss on disposal of fixed assets — 1,207 Total $ 128 $ 11,718 Restructuring reserve activity for the three months ended March 31, 2017 is summarized below: Period Activity Balance January 1, 2017 Charges (gains) Cash receipts (payments) Non-cash activity Balance March 31, 2017 Employee termination and related benefits (a) $ 3,627 $ 28 $ (87 ) $ — $ 3,568 Lease termination costs (b) 823 — (228 ) — 595 Moving costs associated with plant consolidations — 70 (70 ) — — Professional fees — 30 (30 ) — — Disposal of fixed assets — — — — — Total $ 4,450 $ 128 $ (415 ) $ — $ 4,163 (a) As of March 31, 2017 , the short-term portion of employee termination and related benefits of $340 is included in accrued and other current liabilities in the Condensed Consolidated Balance Sheet and the long-term liability associated with the Company's withdrawal from a multi-employer pension plan of $3,228 is included in other noncurrent liabilities in the Condensed Consolidated Balance Sheet. (b) Payments on certain of the lease obligations are scheduled to continue until 2020. Market conditions and the Company’s ability to sublease these properties could affect the ultimate charge related to the lease obligations. Any potential recoveries or additional charges could affect amounts reported in the consolidated financial statements of future periods. As of March 31, 2017 , the short-term portion of the lease termination costs of $291 is included in accrued and other current liabilities and the long-term portion of the lease termination costs of $304 is included in other noncurrent liabilities in the Condensed Consolidated Balance Sheet. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items. The Company’s effective tax rate is expressed as income tax expense (benefit), which includes tax expense on the Company’s share of joint venture earnings in the three months ended March 31, 2016 , as a percentage of loss from continuing operations before income taxes and equity in earnings of joint venture. For the three months ended March 31, 2017 , the Company recorded income tax benefit of $63 on pre-tax loss from continuing operations of $13,555 , for an effective tax rate of 0.5% . For the three months ended March 31, 2016 , the Company recorded income tax benefit of $335 on pre-tax loss from continuing operations before equity in earnings of joint venture of $45,450 , for an effective tax rate of 0.7% . The Company's U.S. statutory rate is 35% . The most significant factors impacting the effective tax rate for the three months ended March 31, 2017 and 2016 were losses in jurisdictions that the Company is not able to benefit due to uncertainty as to the realization of those losses, release of valuation allowances in jurisdictions that have become profitable, and the impact of intraperiod allocations. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Commitments and Contingent Liabilities The Company is party to a variety of legal proceedings, claims, and inquiries, including proceedings or inquiries by governmental authorities, which arise from the operation of its business. These proceedings, claims, and inquiries are incidental to and occur in the normal course of the Company's business affairs. The majority of these proceedings, claims, and inquiries relate to commercial disputes with customers, suppliers, and others; employment and employee benefits-related disputes; product quality disputes with vendors and/or customers; and environmental, health and safety claims. It is the opinion of management that the currently expected outcome of these proceedings, claims, and inquiries, after taking into account recorded accruals and the availability and limits of our insurance coverage, will not have a material adverse effect on the consolidated results of operations, financial condition or cash flows of the Company. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | Subsequent Events On April 6, 2017, the Company and certain of its subsidiaries entered into an amendment to the Credit Facilities Agreement. Under this amendment, the Financial Institutions and the Agent agreed that the financial covenants of the Company and its subsidiaries with respect to maintaining a minimum amount of consolidated adjusted EBITDA (as defined in the Credit Facilities Agreement) and maintaining specified minimum amounts of net working capital (as defined in the Credit Facilities Agreement) and consolidated liquidity (as defined in the Credit Facilities Agreement) would cease to apply for the period from March 31, 2017 through and including May 31, 2018. On April 6, 2017, the Company and certain of its subsidiaries entered into a restructuring support agreement (the “RSA”) with certain of their creditors (the "Consenting Creditors"), including certain holders of the Company’s (a) term loans under its Credit Facilities Agreement, as amended, (b) New Secured Notes, and (c) New Convertible Notes. The RSA contemplates the financial restructuring of the debt and equity of the Company and the subsidiaries (the “Restructuring”) pursuant to a Restructuring Term Sheet attached to the RSA as an exhibit (the “Term Sheet”). The Term Sheet sets forth the terms and conditions of the Restructuring and provides for the consummation thereof, and contains mutual covenants of the Company and the Consenting Creditors in furtherance of the Restructuring, either as part of out-of-court proceedings or by prepackaged chapter 11 plan of reorganization (a “Plan”) confirmed by the U.S. Bankruptcy Court for the District of Delaware. If the Restructuring were consummated pursuant to a Plan, the Plan would be confirmed following a filing by the Company for voluntary relief under chapter 11 of the United States Bankruptcy Code. On May 4, 2017, the Company entered into an additional amendment to the Credit Facilities Agreement. Under this amendment, the Financial Institutions agreed to accelerate the Company's access to the Delayed Draw Facility that was expected to be available in June 2017 or thereafter. Pursuant to the RSA and in furtherance of the Restructuring, on May 15, 2017, the Company commenced solicitation of votes on its Plan by distributing a Disclosure Statement for Debtors’ Prepackaged Joint Chapter 11 Plan of Reorganization (the “Disclosure Statement”) to holders of Prepetition First Lien Secured Claims, Prepetition Second Lien Secured Claims, and Prepetition Third Lien Secured Claims, as such terms are defined in the Plan. |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Standards Updates Issued Not Yet Effective In March 2017, the FASB issued ASU 2017-07, "Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." Under the new guidance, employers must present the service cost component of the net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. The other components of net periodic benefit cost must be reported separately from the line item(s) that includes the service cost component and outside of any subtotal of operating income, if one is presented. Employers will have to disclose the line(s) used to present the other components of net periodic benefit cost, if the components are not presented separately in the income statement. The guidance on the income statement presentation of the components of net periodic benefit cost must be applied retrospectively, while the guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component must be applied prospectively. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted as of the beginning of an annual period for which interim financial statements have not been issued. The Company is currently evaluating the impact the adoption of ASU No. 2017-07 will have on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," to reduce the existing diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230. The amendments in ASU No. 2016-15 address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under Topic 230. The provisions of ASU No. 2016-15 must be applied retrospectively to all periods presented with limited exceptions. For public companies, the amendments in ASU No. 2016-15 are effective for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of ASU No. 2016-15 to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)," which requires that lessees recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. ASU No. 2016-02 also requires additional disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The provisions of ASU No. 2016-02 are to be applied using a modified retrospective approach, and are effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU No. 2016-02 will have on its consolidated financial statements, but the Company expects that most existing operating lease commitments will be recognized as operating lease obligations and right-of-use assets as a result of adoption. In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," related to revenue recognition. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in prior accounting guidance. The ASU permits the use of either the retrospective or modified retrospective (cumulative-effect) transition method of adoption. ASU No. 2015-14, "Deferral of the Effective Date," was issued in August 2015 to defer the effective date of ASU No. 2014-09 for public companies until annual reporting periods beginning after December 15, 2017. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. In 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606), Narrow-Scope Improvements and Practical Expedients," and ASU No. 2016-20, "Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers," which provide supplemental adoption guidance and clarification to ASU No. 2014-09. ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12 and ASU No. 2016-20 must be adopted concurrently with the adoption of ASU No. 2014-09. The Company continues to evaluate the impact of these ASU's on its consolidated financial statements and disclosures, and plans to adopt these ASU's in the first quarter of 2018 using the modified retrospective transition method. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Summarized results of the discontinued operation for the three months ended March 31, 2016 were as follows: Three Months Ended March 31, 2016 Net sales $ 29,680 Cost of materials 21,027 Operating costs and expenses 7,288 Interest expense (a) 333 Income from discontinued operations before income taxes $ 1,032 Income tax expense benefit (b) (3,908 ) Gain on sale of discontinued operations, net of income taxes 2,994 Income from discontinued operations, net of income taxes $ 7,934 |
Earnings Per Share - (Tables)
Earnings Per Share - (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Basic and diluted earnings per share calculations | The following table is a reconciliation of the basic and diluted earnings (loss) per common share calculations: Three Months Ended March 31, 2017 2016 Numerator: Loss from continuing operations $ (13,492 ) $ (44,804 ) Income from discontinued operations, net of income taxes — 7,934 Net loss $ (13,492 ) $ (36,870 ) Denominator: Weighted average common shares outstanding 32,303 23,625 Effect of dilutive securities: Outstanding common stock equivalents — — Denominator for diluted earnings (loss) per common share 32,303 23,625 Basic earnings (loss) per common share: Continuing operations $ (0.42 ) $ (1.90 ) Discontinued operations — 0.34 Net basic loss per common share $ (0.42 ) $ (1.56 ) Diluted earnings (loss) per common share: Continuing operations $ (0.42 ) $ (1.90 ) Discontinued operations — 0.34 Net diluted loss per common share $ (0.42 ) $ (1.56 ) Excluded outstanding share-based awards having an anti-dilutive effect 2,468 954 Excluded "in the money" portion of New Convertible Notes having an anti-dilutive effect — — |
Joint Venture - (Tables)
Joint Venture - (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of financial data for joint venture | The following information summarizes financial data for Kreher for the three months ended March 31, 2016 : Three Months Ended March 31, 2016 Net sales $ 31,518 Cost of materials 26,601 Income before taxes 566 Net income 622 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of the components of intangible assets | Intangible assets consisted of customer relationships as follows: March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer relationships $ 67,326 $ 64,755 $ 67,317 $ 63,216 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | The Company recorded the following aggregate amortization expense associated with intangibles: Three Months Ended March 31, 2017 2016 Amortization expense $ 1,533 $ 1,527 |
Summary of the estimated annual amortization expense | The following is a summary of the estimated annual amortization expense for the remainder of 2017 and each of the subsequent years: 2017 $ 2,571 2018 $ — 2019 $ — 2020 $ — 2021 $ — |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Short-term and long-term debt | Long-term debt consisted of the following: March 31, December 31, LONG-TERM DEBT 7.0% Convertible Notes due December 15, 2017 $ 25 $ 41 11.0% Senior Secured Term Loan Credit Facilities due September 14, 2018 99,500 99,500 12.75% Senior Secured Notes due December 15, 2018 177,019 177,019 5.25% Convertible Notes due December 30, 2019 22,323 22,323 Other, primarily capital leases 50 96 Plus: derivative liability for embedded conversion feature 549 403 Less: unamortized discount (6,852 ) (7,587 ) Less: unamortized debt issuance costs (5,438 ) (5,199 ) Total long-term debt $ 287,176 $ 286,596 Less: current portion 75 137 Total long-term portion $ 287,101 $ 286,459 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following reconciliation represents the change in fair value of the embedded conversion feature of the New Convertible Notes between December 31, 2016 and March 31, 2017 : Derivative liability for embedded conversion feature Fair value as of December 31, 2016 $ 403 Mark-to-market adjustment on conversion feature (a) 146 Fair value as of March 31, 2017 $ 549 |
Measurement of assets and liabilities at fair value on a recurring basis | |
Convertible Notes Due in 2019 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block] | The main inputs and assumptions into the fair value model for the New Convertible Notes at March 31, 2017 were as follows: Company's stock price at the end of the period $ 0.30 Expected volatility 110.60 % Credit spreads 77.30 % Risk-free interest rate 1.44 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Components of accumulated other comprehensive loss | The components of accumulated other comprehensive loss are as follows: March 31, December 31, Unrecognized pension and postretirement benefit costs, net of tax $ (9,583 ) $ (9,797 ) Foreign currency translation losses, net of tax (17,142 ) (16,142 ) Total accumulated other comprehensive loss $ (26,725 ) $ (25,939 ) |
Schedule of Change In Accumulated Other Comprehensive Loss | C hanges in accumulated other comprehensive loss by component for the three months ended March 31, 2017 and 2016 are as follows: Defined Benefit Pension and Postretirement Items Foreign Currency Items Total 2017 2016 2017 2016 2017 2016 Balance as of January 1, $ (9,797 ) $ (17,185 ) $ (16,142 ) $ (16,636 ) $ (25,939 ) $ (33,821 ) Other comprehensive income (loss) before reclassifications, net of tax — — (1,000 ) 611 (1,000 ) 611 Amounts reclassified from accumulated other comprehensive loss, net of tax (a) 214 456 — — 214 456 Net current period other comprehensive income (loss) 214 456 (1,000 ) 611 (786 ) 1,067 Balance as of March 31, $ (9,583 ) $ (16,729 ) $ (17,142 ) $ (16,025 ) $ (26,725 ) $ (32,754 ) (a) See reclassifications from accumulated other comprehensive loss table below for details of reclassification from accumulated other comprehensive loss for the three month periods ended March 31, 2017 and 2016 . |
Reclassifications From Accumulated Other Comprehensive Loss | Reclassifications from accumulated other comprehensive loss are as follows: Three Months Ended March 31, 2017 2016 Unrecognized pension and postretirement benefit items: Prior service cost (b) $ (50 ) $ (50 ) Actuarial loss (b) (164 ) (406 ) Total before tax (214 ) (456 ) Tax effect — — Total reclassifications for the period, net of tax $ (214 ) $ (456 ) (b) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost included in sales, general and administrative expense. |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | Components of the net periodic pension and postretirement benefit cost are as follows: Three Months Ended March 31, 2017 2016 Service cost $ 106 $ 112 Interest cost 1,210 1,312 Expected return on assets (2,034 ) (2,035 ) Amortization of prior service cost 50 50 Amortization of actuarial loss 164 406 Net periodic pension and postretirement benefit (credit) cost $ (504 ) $ (155 ) Contributions paid $ 356 $ — |
Restructuring Activity (Tables)
Restructuring Activity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost (Gain)[Table Text Block] | Restructuring reserve activity for the three months ended March 31, 2017 is summarized below: Period Activity Balance January 1, 2017 Charges (gains) Cash receipts (payments) Non-cash activity Balance March 31, 2017 Employee termination and related benefits (a) $ 3,627 $ 28 $ (87 ) $ — $ 3,568 Lease termination costs (b) 823 — (228 ) — 595 Moving costs associated with plant consolidations — 70 (70 ) — — Professional fees — 30 (30 ) — — Disposal of fixed assets — — — — — Total $ 4,450 $ 128 $ (415 ) $ — $ 4,163 (a) As of March 31, 2017 , the short-term portion of employee termination and related benefits of $340 is included in accrued and other current liabilities in the Condensed Consolidated Balance Sheet and the long-term liability associated with the Company's withdrawal from a multi-employer pension plan of $3,228 is included in other noncurrent liabilities in the Condensed Consolidated Balance Sheet. (b) Payments on certain of the lease obligations are scheduled to continue until 2020. Market conditions and the Company’s ability to sublease these properties could affect the ultimate charge related to the lease obligations. Any potential recoveries or additional charges could affect amounts reported in the consolidated financial statements of future periods. As of March 31, 2017 , the short-term portion of the lease termination costs of $291 is included in accrued and other current liabilities and the long-term portion of the lease termination costs of $304 is included in other noncurrent liabilities in the Condensed Consolidated Balance Sheet. |
Schedule of Restructuring and Related Costs (Gains) | As a result of its restructuring activities, the Company incurred the following restructuring expenses: Three Months Ended March 31, 2017 2016 Employee termination and related benefits $ 28 $ 553 Lease termination costs — 6,145 Moving costs associated with plant consolidations 70 3,135 Professional fees 30 678 Loss on disposal of fixed assets — 1,207 Total $ 128 $ 11,718 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2016 | Mar. 15, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Consideration | $ 55,070 | ||
Disposal Group, Including Discontinued Operation, Contingent Consideration | $ 1,500 | ||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | $ 4,217 | $ 2,003 | |
Gain (loss) on sale of discontinued operations, net of income taxes | 2,994 | $ 1,306 | |
Total Plastics Inc [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Valuation Allowances and Reserves, Adjustments | $ 4,207 |
Discontinued Operations Summari
Discontinued Operations Summarized results of discontinued operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2016 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Discontinued Operation, Net sales | $ 29,680 | ||
Discontinued Operation, Cost of Materials | 21,027 | ||
Discontinued Operation, Operating costs and expenses | 7,288 | ||
Discontinued Operation, Interest expense | [1] | 333 | |
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, before Income Tax | 1,032 | ||
Discontinued Operation, Tax Effect of Income (Loss) from Discontinued Operation During Phase-out Period | [2] | (3,908) | |
Gain (loss) on sale of discontinued operations, net of income taxes | 2,994 | $ 1,306 | |
Income (Loss) from Discontinued Operations, Net of Income Taxes | 7,934 | ||
Total Plastics Inc [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Valuation Allowances and Reserves, Additions for Adjustments | $ 4,207 | ||
[1] | Interest expense was allocated to the discontinued operation based on the debt that was required to be paid as a result of the sale of TPI. | ||
[2] | Income tax benefit for the three months ended March 31, 2016 includes $4,207 reversal of valuation allowance resulting from the sale of TPI. |
Earnings Per Share - (Details)
Earnings Per Share - (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Income (Loss) from Continuing Operations | $ (13,492) | $ (44,804) |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 0 | 7,934 |
Net loss | $ (13,492) | $ (36,870) |
Denominator: | ||
Weighted average common shares outstanding | 32,303 | 23,625 |
Effect of dilutive securities: | ||
Outstanding common stock equivalents | 0 | 0 |
Denominator for diluted earnings (loss) per share | 32,303 | 23,625 |
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.42) | $ (1.90) |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | 0 | 0.34 |
Basic loss per share | (0.42) | (1.56) |
Income (Loss) from Continuing Operations, Per Diluted Share | (0.42) | (1.90) |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | 0 | 0.34 |
Diluted loss per share | $ (0.42) | $ (1.56) |
Excluded outstanding share-based awards and securities having an anti-dilutive effect | 2,468 | 954 |
Convertible Debt Securities | ||
Effect of dilutive securities: | ||
Excluded outstanding share-based awards and securities having an anti-dilutive effect | 0 | 0 |
Convertible Notes Due in 2019 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 9,900 |
Earnings Per Share - Dilutive (
Earnings Per Share - Dilutive (Details) - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Dilutive Earnings Per Share [Line Items] | ||
Earnings Per Share, Diluted | $ (0.42) | $ (1.56) |
Earnings Per Share, Basic | (0.42) | $ (1.56) |
Convertible Notes Due in 2019 [Member] | ||
Dilutive Earnings Per Share [Line Items] | ||
Debt Instrument, Convertible, Conversion Price | $ 2.25 | |
Outstanding common stock equivalents | 9,900 |
Joint Venture - Related Party A
Joint Venture - Related Party Activity (Details) | Jun. 30, 2016 |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint venture ownership percentage | 50.00% |
Joint Venture - Operating Resul
Joint Venture - Operating Results (Details) - Joint venture $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Schedule of Equity Method Investments [Line Items] | |
Equity Method Investment, Summarized Financial Information, Revenue | $ 31,518 |
Equity Method Investment, Summarized Financial Information, Cost of Sales | 26,601 |
Equity Method Investment, Summarized Financial Information, Income Before Taxes | 566 |
Equity Method Investment, Summarized Financial Information, Net Income (Loss) | $ 622 |
Joint Venture Joint venture (De
Joint Venture Joint venture (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Schedule of Equity Method Investments [Line Items] | |
Proceeds from sale of investment in joint venture | $ 31,550 |
Equity Method Investment, Other than Temporary Impairment | 4,636 |
Loss on disposal of equity method investment in joint venture | $ 5 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets Intangibles (Details) - Customer relationships - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 67,326 | $ 67,317 |
Accumulated Amortization | $ 64,755 | $ 63,216 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Aggregate Amortization Expense [Abstract] | ||
Amortization expense | $ 1,533 | $ 1,527 |
Summary of the estimated remaining annual amortization expense | ||
2,017 | 2,571 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 0 | |
2,021 | $ 0 |
Debt Short-term and Long-term D
Debt Short-term and Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | May 19, 2016 |
Debt Instrument [Line Items] | |||
Other Long-term Debt, Primarily Capital Leases | $ 50 | $ 96 | |
Plus: derivative liability for embedded conversion option | 549 | 403 | $ 11,574 |
Less: unamortized discount | (6,852) | (7,587) | |
Less: unamortized debt issuance costs | (5,438) | (5,199) | |
Less: current portion | 75 | 137 | |
Total long-term portion | 287,101 | 286,459 | |
Long-term Debt | 287,176 | 286,596 | |
Senior Secured Notes Due in 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 177,019 | 177,019 | |
Convertible Notes Due in 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Convertible Debt | 25 | 41 | |
Senior Secured Term Loan Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Loans Payable | 99,500 | 99,500 | |
Convertible Notes Due in 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Convertible Debt | $ 22,323 | $ 22,323 |
Debt Secured Notes (Details)
Debt Secured Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Senior Secured Notes Due in 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Senior Notes | $ 177,019 | $ 177,019 |
Debt Instrument, Interest Rate, Stated Percentage | 12.75% | |
Timeframe after the end of each fiscal year that the Company must make an offer to purchase New Secured Notes with certain of its excess cash flow for such fiscal year. Days After Fiscal Year End | 95 days | |
Debt Instrument, Excess Cash Flow, Percentage, 0 percent | 0.00% | |
Debt Instrument, Excess Cash Flow, Percentage, 25 percent | 25.00% | |
Debt Instrument, Excess Cash Flow, Percentage, 50 percent | 50.00% | |
Debt Instrument, Excess Cash Flow, Percentage, 75 percent | 75.00% | |
Secured Notes to be Purchased with Excess Cash Flow, 50 million | $ 50,000 | |
Secured Notes to be Purchased with Excess Cash Flow, 75 million | 75,000 | |
Secured Notes to be Purchased with Excess Cash Flow, 100 million | $ 100,000 | |
Redemption Price, Stated as a Percentage of Principal, Percentage, Excess Cash Flow | 103.00% | |
Debt Instrument, Redemption Price, Percentage | 100.00% | |
Redemption Price, Stated as a Percentage of Principal, Change of Control | 101.00% | |
Redemption Price, Stated as a Percentage of Principal, Upon Certain Asset Sales | 100.00% | |
Senior Secured Notes Due in 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 12.75% | |
Domestic Subsidiaries [Member] | Senior Secured Notes Due in 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Consolidated Subsidiary, Ownership Percentage | 100.00% |
Debt Convertible Notes (Details
Debt Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | May 19, 2016 | |
Debt Instrument [Line Items] | |||
Derivative Liability | $ 549 | $ 403 | $ 11,574 |
Convertible Notes Due in 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Convertible Debt | $ 25 | 41 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||
Convertible Notes Due in 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Convertible Debt | $ 22,323 | $ 22,323 | |
Maturity date | Dec. 30, 2019 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | ||
Debt Instrument, Convertible, Conversion Price | $ 2.25 |
Debt Senior Secured Term Loan C
Debt Senior Secured Term Loan Credit Facilities (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 08, 2016 | |
Debt Instrument [Line Items] | |||
Restricted Cash and Cash Equivalents, Noncurrent | $ 7,923 | $ 7,968 | |
Class of Warrant or Right, Outstanding | 5,000 | ||
Senior Secured Term Loan Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Secured Term Loan Credit Facility, Total Available | $ 112,000 | ||
Term Loan Facility Initial Funding | 75,000 | ||
Delayed Draw Facility, Total | $ 37,000 | ||
Delayed Draw Facility, 2016 Amount | $ 24,500 | ||
Delayed Draw Facility, June 2017 Amount | $ 12,500 | ||
Debt Instrument, Term Loan, Discount Rate, Percentage | 3.00% | ||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||
Debt Instrument, Maturity Date | Sep. 14, 2018 | ||
Minimum Consolidated Liquidity | $ 20,000 | ||
Warrants with Exercise Price of $0.50 Per Share [Member] | |||
Debt Instrument [Line Items] | |||
Class of Warrant or Right, Outstanding | 2,500 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | ||
Warrants with Exercise Price of $0.65 Per Share [Member] | |||
Debt Instrument [Line Items] | |||
Class of Warrant or Right, Outstanding | 2,500 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.65 |
Fair Value Measurements Narrati
Fair Value Measurements Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | May 19, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | $ 549 | $ 403 | $ 11,574 |
Senior Secured Term Loan Credit Facilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Loans Payable | 99,500 | 99,500 | |
Senior Secured Notes Due in 2018 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying value of senior secured notes | 177,019 | 177,019 | |
Convertible Notes Due in 2019 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying value of convertible debt | 22,323 | 22,323 | |
Level 2 | Senior Secured Notes Due in 2018 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt Instrument, Fair Value Disclosure | 115,947 | 116,833 | |
Level 3 | Senior Secured Term Loan Credit Facilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Loans Payable, Fair Value | 99,500 | 99,500 | |
Level 3 | Convertible Notes Due in 2019 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated fair value of convertible debt | $ 5,419 | $ 5,369 |
Fair Value Measurements Schedul
Fair Value Measurements Schedule of Fair Value of assets and liabilities measured on a recurring basis (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Convertible Notes Due in 2019 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible Debt | $ 22,323 | $ 22,323 |
Senior Secured Notes Due in 2018 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 177,019 | $ 177,019 |
Fair Value Measurements Rollfor
Fair Value Measurements Rollforward of derivative liability for conversion feature (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | May 19, 2016 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Derivative Liability | $ 549 | $ 403 | $ 11,574 | |
Mark-to-market adjustment on conversion feature | [1] | $ 146 | ||
[1] | Mark-to-market adjustment is recognized in unrealized loss on embedded debt conversion option in the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2017. |
Fair Value Measurements New Con
Fair Value Measurements New Convertible Notes Fair Value Assumptions and Inputs (Details) - Convertible Notes Due in 2019 [Member] | 3 Months Ended |
Mar. 31, 2017$ / shares | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Share Price | $ 0.30 |
Fair Value Assumptions, Expected Volatility Rate | 110.60% |
Fair Value Inputs, Entity Credit Risk | 77.30% |
Fair Value Assumptions, Risk Free Interest Rate | 1.44% |
Stockholders' Equity AOCI (Deta
Stockholders' Equity AOCI (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Components of accumulated other comprehensive loss | ||||
Unrecognized pension and postretirement benefit costs, net of tax | $ (9,583) | $ (9,797) | $ (16,729) | $ (17,185) |
Foreign currency translation losses | (17,142) | (16,142) | (16,025) | (16,636) |
Total accumulated other comprehensive loss | $ (26,725) | $ (25,939) | $ (32,754) | $ (33,821) |
Stockholders' Equity AOCI Chang
Stockholders' Equity AOCI Change (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax | $ 0 | $ 0 | |||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Net of Tax | [1] | (214) | (456) | ||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | 214 | 456 | |||
Accumulated Other Comprehensive Loss, Pension and Other Postretirement Benefit Plans, Net of Tax | (9,583) | (16,729) | $ (9,797) | $ (17,185) | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | (1,000) | 611 | |||
Other Comprehensive Income (loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Net of Tax | [1] | 0 | 0 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (1,000) | 611 | |||
Accumulated Other Comprehensive Loss, Foreign Currency Translation Adjustment, Net of Tax | (17,142) | (16,025) | $ (16,142) | $ (16,636) | |
Beginning Balance | (25,939) | (33,821) | |||
Other comprehensive (loss) income before reclassifications | (1,000) | 611 | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | [1] | 214 | 456 | ||
Net current period other comprehensive income (loss) | (786) | 1,067 | |||
Ending Balance | (26,725) | $ (32,754) | |||
AOCI Attributable to Parent [Member] | |||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | 214 | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | $ (1,000) | ||||
[1] | See reclassifications from accumulated other comprehensive loss table below for details of reclassification from accumulated other comprehensive loss for the three month periods ended March 31, 2017 and 2016. |
Stockholders' Equity AOCI Recla
Stockholders' Equity AOCI Reclassification (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Prior service cost | [1] | $ 50 | $ 50 |
Actuarial loss | [1] | (164) | (406) |
Total before tax | (214) | (456) | |
Tax effect | 0 | 0 | |
Total reclassifications for the period, net of tax | [2] | $ (214) | $ (456) |
[1] | These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost included in sales, general and administrative expense. | ||
[2] | See reclassifications from accumulated other comprehensive loss table below for details of reclassification from accumulated other comprehensive loss for the three month periods ended March 31, 2017 and 2016. |
Employee Benefit Plans Employee
Employee Benefit Plans Employee Benefit Plans and Components of Net Periodic Postretirement Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Contributions paid | $ 356 | $ 0 |
Anticipated cash contributions to pension plan in remaining fiscal year | 213 | |
Pension and Other Postretirement Plans, Defined Benefit | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Service cost | 106 | 112 |
Interest cost | 1,210 | 1,312 |
Expected return on assets | (2,034) | (2,035) |
Amortization of prior service cost | 50 | 50 |
Amortization of actuarial loss | 164 | 406 |
Net periodic pension and postretirement benefit (credit) cost | $ (504) | $ (155) |
Restructuring Activity (Details
Restructuring Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | ||
Restructuring Cost (Gain) and Reserve [Line Items] | ||||
Restructuring charges (gains) | $ 128 | |||
Restructuring Reserve | 4,163 | $ 4,450 | ||
Restructuring Reserve Non-Cash Activity | 0 | |||
Employee Termination and Related Benefits [Member] | ||||
Restructuring Cost (Gain) and Reserve [Line Items] | ||||
Restructuring charges (gains) | 28 | |||
Restructuring Reserve, Current | 340 | |||
Restructuring Reserve | 3,568 | [1] | 3,627 | |
Restructuring Reserve, Noncurrent | 3,228 | |||
Restructuring Reserve Non-Cash Activity | 0 | |||
Moving Costs Associated with Plant Consolidations [Member] | ||||
Restructuring Cost (Gain) and Reserve [Line Items] | ||||
Restructuring charges (gains) | 70 | |||
Restructuring Reserve | 0 | 0 | ||
Restructuring Reserve Non-Cash Activity | 0 | |||
Lease Termination Costs [Member] | ||||
Restructuring Cost (Gain) and Reserve [Line Items] | ||||
Restructuring charges (gains) | 0 | |||
Restructuring Reserve, Current | 291 | |||
Restructuring Reserve | 595 | [2] | 823 | |
Restructuring Reserve, Noncurrent | 304 | |||
Restructuring Reserve Non-Cash Activity | 0 | |||
Professional Fees [Member] | ||||
Restructuring Cost (Gain) and Reserve [Line Items] | ||||
Restructuring charges (gains) | 30 | |||
Restructuring Reserve | 0 | 0 | ||
Restructuring Reserve Non-Cash Activity | 0 | |||
(Gain) loss on disposal of fixed assets [Member] | ||||
Restructuring Cost (Gain) and Reserve [Line Items] | ||||
Restructuring charges (gains) | 0 | |||
Restructuring Reserve | 0 | $ 0 | ||
Restructuring Reserve Non-Cash Activity | $ 0 | |||
Inventory Write-off [Member] | ||||
Restructuring Cost (Gain) and Reserve [Line Items] | ||||
Restructuring charges (gains) | $ 452 | |||
[1] | As of March 31, 2017, the short-term portion of employee termination and related benefits of $340 is included in accrued and other current liabilities in the Condensed Consolidated Balance Sheet and the long-term liability associated with the Company's withdrawal from a multi-employer pension plan of $3,228 is included in other noncurrent liabilities in the Condensed Consolidated Balance Sheet. | |||
[2] | Payments on certain of the lease obligations are scheduled to continue until 2020. Market conditions and the Company’s ability to sublease these properties could affect the ultimate charge related to the lease obligations. Any potential recoveries or additional charges could affect amounts reported in the consolidated financial statements of future periods. As of March 31, 2017, the short-term portion of the lease termination costs of $291 is included in accrued and other current liabilities and the long-term portion of the lease termination costs of $304 is included in other noncurrent liabilities in the Condensed Consolidated Balance Sheet |
Restructuring Activity Roll For
Restructuring Activity Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve | $ 4,163 | $ 4,450 | |||
Restructuring charges (gains) | 128 | ||||
Payments for Restructuring | (415) | ||||
Restructuring Reserve Non-Cash Activity | 0 | ||||
Moving Costs Associated with Plant Consolidations [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve | 0 | 0 | |||
Restructuring charges (gains) | 70 | ||||
Payments for Restructuring | (70) | ||||
Restructuring Reserve Non-Cash Activity | 0 | ||||
Professional Fees [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve | 0 | 0 | |||
Restructuring charges (gains) | 30 | ||||
Payments for Restructuring | (30) | ||||
Restructuring Reserve Non-Cash Activity | 0 | ||||
(Gain) loss on disposal of fixed assets [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve | 0 | 0 | |||
Restructuring charges (gains) | 0 | ||||
Restructuring Receipts | 0 | ||||
Restructuring Reserve Non-Cash Activity | 0 | ||||
Employee Termination and Related Benefits [Member] | |||||
Restructuring Cost (Gain) and Reserve [Line Items] | |||||
Restructuring Reserve, Current | 340 | ||||
Restructuring Reserve, Noncurrent | 3,228 | ||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve | 3,568 | [1] | 3,627 | ||
Restructuring charges (gains) | 28 | ||||
Payments for Restructuring | (87) | ||||
Restructuring Reserve Non-Cash Activity | 0 | ||||
Lease Termination Costs [Member] | |||||
Restructuring Cost (Gain) and Reserve [Line Items] | |||||
Restructuring Reserve, Current | 291 | ||||
Restructuring Reserve, Noncurrent | 304 | ||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve | 595 | [2] | $ 823 | ||
Restructuring charges (gains) | 0 | ||||
Payments for Restructuring | [2] | (228) | |||
Restructuring Reserve Non-Cash Activity | $ 0 | ||||
Inventory Valuation Reserve [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring charges (gains) | $ 452 | ||||
[1] | As of March 31, 2017, the short-term portion of employee termination and related benefits of $340 is included in accrued and other current liabilities in the Condensed Consolidated Balance Sheet and the long-term liability associated with the Company's withdrawal from a multi-employer pension plan of $3,228 is included in other noncurrent liabilities in the Condensed Consolidated Balance Sheet. | ||||
[2] | Payments on certain of the lease obligations are scheduled to continue until 2020. Market conditions and the Company’s ability to sublease these properties could affect the ultimate charge related to the lease obligations. Any potential recoveries or additional charges could affect amounts reported in the consolidated financial statements of future periods. As of March 31, 2017, the short-term portion of the lease termination costs of $291 is included in accrued and other current liabilities and the long-term portion of the lease termination costs of $304 is included in other noncurrent liabilities in the Condensed Consolidated Balance Sheet |
Restructuring Activity Restruct
Restructuring Activity Restructuring expenses (income) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Expense (Income) | $ 128 | $ 11,718 |
Employee Termination and Related Benefits [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Expense (Income) | 28 | 553 |
Lease Termination Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Expense (Income) | 0 | 6,145 |
Moving Costs Associated with Plant Consolidations [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Expense (Income) | 70 | 3,135 |
Professional Fees [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Expense (Income) | 30 | 678 |
Gain or Loss on disposal of fixed assets [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Expense (Income) | $ 0 | $ 1,207 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate | 0.50% | 0.70% |
Income Tax Expense (Benefit) | $ (63) | $ (335) |
Income (Loss) from Continuing Operations before Income Taxes and equity (losses) of joint venture | $ (13,555) | $ (45,450) |
Federal Statutory Income Tax Rate | 35.00% |