Document and Entity Information
Document and Entity Information Document - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 19, 2016 | Jun. 30, 2014 | |
Entity Information [Line Items] | |||
Entity Registrant Name | TRIMAS CORP | ||
Entity Central Index Key | 842,633 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 45,332,516 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,323.2 |
Consolidated Balance Sheet Stat
Consolidated Balance Sheet Statement - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 19,450 | $ 24,420 |
Receivables, net | 121,990 | 132,800 |
Inventories | 167,370 | 171,260 |
Prepaid expenses and other current assets | 17,810 | 8,690 |
Current assets, discontinued operations | 0 | 192,580 |
Total current assets | 326,620 | 529,750 |
Property and equipment, net | 181,130 | 177,470 |
Goodwill | 378,920 | 460,080 |
Other intangibles, net | 273,870 | 297,420 |
Other assets | 9,760 | 20,030 |
Non-current assets, discontinued operations | 0 | 140,680 |
Total assets | 1,170,300 | 1,625,430 |
Current liabilities: | ||
Current maturities, long-term debt | 13,850 | 23,400 |
Accounts payable | 88,420 | 103,510 |
Accrued liabilities | 50,480 | 60,150 |
Current liabilities, discontinued operations | 0 | 119,900 |
Total current liabilities | 152,750 | 306,960 |
Long-term debt, net | 405,780 | 607,410 |
Deferred income taxes | 11,260 | 22,120 |
Other long-term liabilities | 53,320 | 67,410 |
Non-current liabilities, discontinued operations | 0 | 30,900 |
Total liabilities | 623,110 | 1,034,800 |
Preferred stock $0.01 par: Authorized 100,000,000 shares; Issued and outstanding: None | 0 | 0 |
Common stock, $0.01 par: Authorized 400,000,000 shares; Issued and outstanding: 45,322,527 shares at December 31, 2015 and 45,280,385 shares at December 31, 2014 | 450 | 450 |
Paid-in capital | 812,160 | 806,810 |
Accumulated deficit | (254,120) | (226,850) |
Accumulated other comprehensive income (loss) | (11,300) | 10,220 |
Total shareholders' equity | 547,190 | 590,630 |
Total liabilities and shareholders' equity | $ 1,170,300 | $ 1,625,430 |
Consolidated Balance Sheet Pare
Consolidated Balance Sheet Parentheticals - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Stockholders' Equity: | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 45,322,527 | 45,280,385 |
Common Stock, Shares, Outstanding | 45,322,527 | 45,280,385 |
Consolidated Statement of Incom
Consolidated Statement of Income Statement - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Net sales | $ 863,980 | $ 887,300 | $ 799,700 |
Cost of sales | (627,870) | (650,290) | (573,660) |
Gross profit | 236,110 | 237,010 | 226,040 |
Selling, general and administrative expenses | (162,350) | (146,590) | (138,540) |
Net gain (loss) on dispositions of property and equipment | (2,330) | (3,770) | 9,710 |
Impairment of goodwill and indefinite-lived intangible assets | (75,680) | 0 | 0 |
Operating profit (loss) | (4,250) | 86,650 | 97,210 |
Other expense, net: | |||
Interest expense | (14,060) | (9,590) | (15,270) |
Debt financing and extinguishment costs | (1,970) | (3,360) | (2,460) |
Other expense, net | (1,840) | (4,100) | (3,330) |
Other expense, net | (17,870) | (17,050) | (21,060) |
Income (loss) from continuing operations before income tax expense | (22,120) | 69,600 | 76,150 |
Income tax expense | (6,540) | (22,710) | (16,910) |
Income (loss) from continuing operations | (28,660) | 46,890 | 59,240 |
Income (loss) from discontinued operations, net of income taxes | (4,740) | 22,390 | 20,830 |
Net income (loss) | (33,400) | 69,280 | 80,070 |
Net income attributable to noncontrolling interest | 0 | 810 | 4,520 |
Net income (loss) attributable to TriMas Corporation | $ (33,400) | $ 68,470 | $ 75,550 |
Basic earnings (loss) per share attributable to TriMas Corporation: | |||
Continuing operations | $ (0.64) | $ 1.03 | $ 1.34 |
Discontinued operations | (0.10) | 0.50 | 0.51 |
Net income (loss) per share | $ (0.74) | $ 1.53 | $ 1.85 |
Weighted average common shares—basic | 45,123,626 | 44,881,925 | 40,926,257 |
Diluted earnings (loss) per share attributable to TriMas Corporation: | |||
Continuing operations | $ (0.64) | $ 1.02 | $ 1.32 |
Discontinued operations | (0.10) | 0.49 | 0.51 |
Net income (loss) per share | $ (0.74) | $ 1.51 | $ 1.83 |
Weighted average common shares—diluted | 45,123,626 | 45,269,409 | 41,395,706 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (33,400) | $ 69,280 | $ 80,070 |
Other comprehensive income | |||
Defined pension and postretirement pension plans, net of tax | 1,810 | (3,340) | 1,600 |
Foreign currency translation | (12,370) | (13,820) | (15,770) |
Net changes in unrealized gain (loss) on derivative instruments, net of tax | (2,650) | (450) | 2,740 |
Other Comprehensive Income (Loss), Net of Tax | (13,210) | (17,610) | (11,430) |
Total comprehensive income (loss) | (46,610) | 51,670 | 68,640 |
Net income attributable to noncontrolling interest | 0 | 810 | 4,520 |
Total comprehensive income (loss) attributable to TriMas Corporation | $ (46,610) | $ 50,860 | $ 64,120 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows Statement - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (33,400) | $ 69,280 | $ 80,070 |
Income (loss) from discontinued operations, net of income taxes | (4,740) | 22,390 | 20,830 |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | (28,660) | 46,890 | 59,240 |
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition impact: | |||
Goodwill and Intangible Asset Impairment | 75,680 | 0 | 0 |
Gain (loss) on dispositions of businesses and other assets | 2,330 | 3,770 | (9,710) |
Depreciation | 22,570 | 21,380 | 18,810 |
Amortization of intangible assets | 20,970 | 16,060 | 12,290 |
Amortization of debt issue costs | 1,710 | 1,940 | 1,780 |
Deferred income taxes | (8,750) | (6,530) | (4,540) |
Non-cash compensation expense | 6,340 | 7,110 | 8,800 |
Excess tax benefits from stock based compensation | (590) | (1,180) | (1,550) |
Debt financing and extinguishment expenses | 1,970 | 3,360 | 2,460 |
(Increase) Decrease in receivables | 5,300 | (9,790) | (11,380) |
(Increase) Decrease in inventories | 3,250 | (6,010) | (5,750) |
(Increase) decrease in prepaid expenses and other assets | 4,730 | 5,250 | (6,380) |
Increase (decrease) in accounts payable and accrued liabilities | (29,530) | 11,830 | 2,860 |
Other, net | (750) | (1,560) | 1,290 |
Net cash provided by (used in) operating activities of continuing operations, net of acquisition impact | 76,570 | 92,520 | 68,220 |
Cash Provided by (Used in) Operating Activities, Discontinued Operations | (14,030) | 30,880 | 19,390 |
Net cash provided by operating activities, net of acquisition impact | 62,540 | 123,400 | 87,610 |
Cash Flows from Investing Activities: | |||
Capital expenditures | (28,660) | (23,000) | (24,230) |
Acquisition of businesses, net of cash acquired | (10,000) | (382,880) | (84,790) |
Net proceeds from disposition of businesses and other assets | 1,700 | 200 | 10,560 |
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | (36,960) | (405,680) | (98,460) |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | (2,510) | (4,410) | (31,880) |
Net cash used for investing activities | (39,470) | (410,090) | (130,340) |
Cash Flows from Financing Activities: | |||
Proceeds from sale of common stock in connection with the Company's equity offering, net of issuance costs | 0 | 0 | 174,670 |
Proceeds from borrowings on term loan facilities | 275,000 | 275,000 | 175,040 |
Repayments of borrowings on term loan facilities | (444,890) | (8,910) | (400,780) |
Proceeds from borrowings on revolving credit and accounts receivable facilities | 1,129,840 | 1,063,960 | 1,222,980 |
Repayments of borrowings on revolving credit and accounts receivable facilities | (1,169,370) | (989,090) | (1,113,910) |
Repurchase of senior secured notes | (6,440) | 0 | 0 |
Senior secured notes redemption premium and debt financing fees | (1,850) | (3,840) | (3,610) |
Distributions to noncontrolling interests | 0 | (580) | (2,710) |
Payments to Noncontrolling Interests | 0 | (51,000) | 0 |
Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations | (2,770) | (2,910) | (4,440) |
Proceeds from exercise of stock options | 500 | 640 | 1,620 |
Excess tax benefits from stock based compensation | 590 | 1,180 | 1,550 |
Cash transferred to Horizon Global | (17,050) | 0 | 0 |
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | (236,440) | 284,450 | 50,410 |
Net cash provided by (used for) financing activities of discontinued operations | 208,400 | (340) | (1,260) |
Net cash provided by (used for) financing activities | (28,040) | 284,110 | 49,150 |
Increase (decrease) for the year | (4,970) | (2,580) | 6,420 |
At beginning of year | 24,420 | 27,000 | 20,580 |
At end of year | 19,450 | 24,420 | 27,000 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 15,170 | 10,870 | 16,750 |
Cash paid for income taxes | $ 30,580 | $ 41,110 | $ 37,700 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity Statement - USD ($) $ in Thousands | Total | Common Stock [Member] | Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] |
Balances at Dec. 31, 2012 | $ 303,580 | $ 390 | $ 634,800 | $ (370,870) | $ 39,260 |
Net income (loss) attributable to TriMas Corporation | 75,550 | 75,550 | |||
Other comprehensive income (loss) | (11,430) | (11,430) | |||
Proceeds from sale of common stock | 174,670 | 50 | 174,620 | ||
Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations | (4,440) | (4,440) | |||
Stock option exercises and restricted stock vesting | 1,620 | 10 | 1,610 | ||
Excess tax benefits from stock based compensation | 1,550 | 1,550 | |||
Non-cash compensation expense | 9,200 | 9,200 | |||
Noncontrolling Interest, Change in Redemption Value | (890) | (890) | |||
Balances at Dec. 31, 2013 | 549,410 | 450 | 816,450 | (295,320) | 27,830 |
Net income (loss) attributable to TriMas Corporation | 68,470 | 68,470 | |||
Other comprehensive income (loss) | (17,610) | (17,610) | |||
Proceeds from sale of common stock | 0 | ||||
Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations | (2,910) | (2,910) | |||
Stock option exercises and restricted stock vesting | 640 | 0 | 640 | ||
Excess tax benefits from stock based compensation | 1,180 | 1,180 | |||
Non-cash compensation expense | 7,440 | 7,440 | |||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | (15,990) | (15,990) | |||
Balances at Dec. 31, 2014 | 590,630 | 450 | 806,810 | (226,850) | 10,220 |
Net income (loss) attributable to TriMas Corporation | (33,400) | (33,400) | |||
Other comprehensive income (loss) | (13,210) | (13,210) | |||
Proceeds from sale of common stock | 0 | ||||
Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations | (2,770) | (2,770) | |||
Stock option exercises and restricted stock vesting | 500 | 500 | |||
Excess tax benefits from stock based compensation | 590 | 590 | |||
Non-cash compensation expense | 7,030 | 7,030 | |||
Stockholders' Equity Note, Spinoff Transaction | (2,180) | 6,130 | (8,310) | ||
Balances at Dec. 31, 2015 | $ 547,190 | $ 450 | $ 812,160 | $ (254,120) | $ (11,300) |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation TriMas Corporation ("TriMas" or the "Company"), and its consolidated subsidiaries, is a global manufacturer and distributor of products for commercial, industrial and consumer markets. The Company is principally engaged in the following reportable segments with diverse products and market channels: Packaging, Aerospace, Energy and Engineered Components. See Note 19 , " Segment Information ," for further information on each of the Company's reportable segments. On June 30, 2015, the Company completed the previously announced spin-off of its Cequent businesses, creating a new independent publicly traded company, Horizon Global Corporation ("Horizon"). In addition, on June 30, 2015, immediately prior to the effective time of the spin-off, Horizon paid a cash distribution to the Company of $214.5 million using the proceeds of its new debt financing arrangement and cash on hand. The Company incurred approximately $30 million of one-time, pre-tax costs associated with the spin-off, of which approximately $29 million was incurred during 2015. These costs primarily related to financing, legal, tax and accounting services rendered by third parties. Of the $30 million in costs, approximately $18 million was included in income (loss) from discontinued operations, $9 million was capitalized as deferred financing fees associated with Horizon's debt issuance coincident with the spin-off and was included in the balance sheet of the discontinued operations and approximately $3 million relates to fees associated with the Company's refinancing of long-term debt, of which approximately $2 million was included in income from continuing operations as debt financing and extinguishment costs and approximately $1 million was capitalized as deferred financing fees in the accompanying consolidated balance sheet. The financial position, results of operations and cash flows of the Cequent businesses are reflected as discontinued operations for all periods presented through the date of the spin-off. See Note 6 , " Discontinued Operations ," for further details regarding the spin-off. |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"). ASU 2015-17 eliminates the current requirement to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet and instead requires that deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted. Additionally, the guidance may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. During the fourth quarter of 2015, the Company early adopted the provisions of ASU 2015-17, with all deferred tax liabilities and assets presented as noncurrent on its balance sheet, and applied retrospectively to all periods presented. In September 2015, the FASB issued ASU 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement - Period Adjustments" ("ASU 2015-16"). ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date, must be recorded in the reporting period in which the adjustment amounts are determined rather than retrospectively. Additionally, an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. During the fourth quarter of 2015, the Company early adopted the provisions of ASU 2015-16. See Note 5 , " Acquisitions ," and Note 8 , " Goodwill and Other Intangible Assets ," for further details. In July 2015, the FASB issued ASU 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory" ("ASU 2015-11"). ASU 2015-11 requires an entity to measure inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The ASU defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and is to be applied prospectively with early adoption permitted. The Company is in the process of assessing the impact of adoption of ASU 2015-11 on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, in August 2015, the FASB issued ASU 2015-15, "Interest - Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements," which clarifies ASU 2015-03 by stating that the staff of the Securities and Exchange Commission would not object to an entity deferring and presenting debt issuance costs associated with line-of-credit arrangements as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-03 is currently effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. During the fourth quarter of 2015, the Company early adopted the provisions of ASU 2015-03, with long-term debt shown net of all debt issuance costs for all periods presented. See Note 12 , " Long-term Debt ," for further details. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"). ASU 2014-09 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 was originally effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date", which defers ASU 2014-09 by one year, making it effective for annual reporting periods beginning on or after December 15, 2017, while also providing for early adoption, but not before the original effective date. The Company is in the process of assessing the impact of the adoption of ASU 2014-09 on its consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation. The accompanying consolidated financial statements include the accounts and transactions of TriMas and its subsidiaries. Intercompany transactions have been eliminated. The Company records the initial carrying amount of redeemable noncontrolling interests at fair value. In the event a redeemable noncontrolling interest is present at the end of a reporting period, the Company adjusts the carrying amount to the greater of (1) the initial carrying amount, increased or decreased for the redeemable noncontrolling interests' share of net income or loss, their share of comprehensive income or loss and dividends and (2) the redemption value as determined by a specified multiple of earnings, as defined. This method views the end of the reporting period as if it were also the redemption date for the redeemable noncontrolling interests. The Company conducts a quarterly review to determine if the fair value of the redeemable noncontrolling interests is less than the redemption value. If the fair value of the redeemable noncontrolling interests is less than the redemption value, there may be a charge to earnings per share attributable to TriMas Corporation. Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and other intangibles, valuation allowances for receivables, inventories and deferred income tax assets, valuation of derivatives, estimated future unrecoverable lease costs, estimated unrecognized tax benefits, reserves for asbestos and ordinary course litigation, assets and obligations related to employee benefits and valuation of redeemable non-controlling interests. Actual results may differ from such estimates and assumptions. Cash and Cash Equivalents. The Company considers cash on hand and on deposit and investments in all highly liquid debt instruments with initial maturities of three months or less to be cash and cash equivalents. Receivables. Receivables are presented net of allowances for doubtful accounts of approximately $3.7 million and $2.2 million at December 31, 2015 and 2014 , respectively. The Company monitors its exposure for credit losses and maintains allowances for doubtful accounts based upon the Company's best estimate of probable losses inherent in the accounts receivable balances. The Company does not believe that significant credit risk exists due to its diverse customer base. Sales of Receivables. The Company may, from time to time, sell certain of its receivables to third parties. Sales of receivables are recognized at the point in which the receivables sold are transferred beyond the reach of the Company and its creditors, the purchaser has the right to pledge or exchange the receivables and the Company has surrendered control over the transferred receivables. Inventories. Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out method. Direct materials, direct labor and allocations of variable and fixed manufacturing-related overhead are included in inventory cost. Property and Equipment. Property and equipment additions, including significant improvements, are recorded at cost. Upon retirement or disposal of property and equipment, the cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in the accompanying statement of operations. Repair and maintenance costs are charged to expense as incurred. Depreciation and Amortization. Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: building and land/building improvements three to 40 years, and machinery and equipment, three to 15 years. Capitalized debt issuance costs are amortized over the underlying terms of the related debt securities. Customer relationship intangibles are amortized over periods ranging from five to 25 years, while technology and other intangibles are amortized over periods ranging from one to 30 years. Impairment of Long-Lived Assets and Definite-Lived Intangible Assets. The Company reviews, on at least a quarterly basis, the financial performance of its businesses for indicators of impairment. In reviewing for impairment indicators, the Company also considers events or changes in circumstances such as business prospects, customer retention, market trends, potential product obsolescence, competitive activities and other economic factors. An impairment loss is recognized when the carrying value of an asset group exceeds the future net undiscounted cash flows expected to be generated by that asset group. The impairment loss recognized is the amount by which the carrying value of the asset group exceeds its fair value. Goodwill. The Company assesses goodwill for impairment on an annual basis by reviewing relevant qualitative and quantitative factors. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events that take place. If carrying value exceeds fair value, a possible impairment exists and further evaluation is performed. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. For purposes of the Company's 2015 goodwill impairment test, the Company had 10 reporting units within its four reportable segments, all of which had goodwill. See Note 8 , " Goodwill and Other Intangible Assets ," for further details regarding the Company's 2015 goodwill impairment testing. In conducting a qualitative assessment, the Company considers relevant events and circumstances that affect the fair value or carrying amount of a reporting unit. Such events and circumstances can include macroeconomic conditions, industry and market considerations, overall financial performance, entity and reporting unit specific events, and capital markets pricing. The Company considers the extent to which each of the adverse events and circumstances identified affect the comparison of a reporting unit's fair value with its carrying amount. The Company places more weight on the events and circumstances that most affect a reporting unit's fair value or the carrying amount of its net assets. The Company considers positive and mitigating events and circumstances that may affect its determination of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company also considers recent valuations of its reporting units, including the difference between the most recent fair value estimate and the carrying amount. These factors are all considered by management in reaching its conclusion about whether to perform the first step of the quantitative goodwill impairment test. If management concludes that further testing is required, the Company performs a quantitative valuation to estimate the fair value of its reporting units. If the Company concludes that conducting a quantitative assessment is required, it performs the first step of a two-step goodwill impairment test. For the first step ("Step I"), the Company estimates the fair value of the reporting unit being evaluated utilizing a combination of three valuation techniques: discounted cash flow (income approach), market comparable method (market approach) and market capitalization (direct market data method). The income approach is based on management's operating plan and internal five-year forecast and utilizes forward-looking assumptions and projections, but considers factors unique to each reporting unit and related long-range plans that may not be comparable to other companies and that are not yet public. The market approach considers potentially comparable companies and transactions within the industries where the Company's reporting units participate, and applies their trading multiples to the Company's reporting units. This approach utilizes data from actual marketplace transactions, but reliance on its results is limited by difficulty in identifying companies that are specifically comparable to the Company's reporting units, considering the diversity of the Company's businesses, the relative sizes and levels of complexity. The Company also uses the direct market data method by comparing its book value and the estimates of fair value of the reporting units to the Company's market capitalization as of and at dates near the annual testing date. Management uses this comparison as additional evidence of the fair value of the Company, as its market capitalization may be suppressed by other factors such as the control premium associated with a controlling shareholder, the Company's degree of leverage and the float of the Company's common stock. Management evaluates and weights the results based on a combination of the income and market approaches, and, in situations where the income approach results differ significantly from the market and direct data approaches, management re-evaluates and adjusts, if necessary, its assumptions. Based on the Step I test, if it is determined that the carrying value of the reporting unit is higher than its fair value, there is an indication that an impairment may exist and the second step ("Step II") must be performed to measure the amount of impairment loss, if any. In Step II, the Company determines the implied fair value of the reporting unit goodwill in the same manner as if the reporting unit was being acquired in a business combination and compares the implied fair value of the reporting unit goodwill to the carrying value of the goodwill. If the implied fair value of the goodwill is less than the carrying value, goodwill is impaired and is written down to the implied fair value amount. Indefinite-Lived Intangibles. The Company assesses indefinite-lived intangible assets (primarily trademark/trade names) for impairment on an annual basis by reviewing relevant qualitative and quantitative factors. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events that take place. If carrying value exceeds fair value, a possible impairment exists and further evaluation is performed. In conducting a qualitative assessment, the Company considers relevant events and circumstances to determine whether it is more likely than not that the fair values of the indefinite-lived intangible assets are less than the carrying values. In addition to the events and circumstances that the Company considers above in its qualitative analysis for potential goodwill impairment, the Company also considers legal, regulatory and contractual factors that could affect the fair value or carrying amount of the Company's indefinite-lived intangible assets. The Company also considers recent valuations of its indefinite-lived intangible assets, including the difference between the most recent fair value estimates and the carrying amounts. These factors are all considered by management in reaching its conclusion about whether it is more likely than not that the fair values of the indefinite-lived intangible assets are less than the carrying values. If management concludes that further testing is required, the Company performs a quantitative valuation to estimate the fair value of its indefinite-lived intangible assets. In conducting the quantitative impairment analysis, the Company determines the fair value of its indefinite-lived intangible assets using the relief-from-royalty method. The relief-from-royalty method involves the estimation of appropriate market royalty rates for the indefinite-lived intangible assets and the application of these royalty rates to forecasted net sales attributable to the intangible assets. The resulting cash flows are then discounted to present value, using a rate appropriately reflecting the risks inherent in the cash flows, which is compared to the carrying value of the assets. If the carrying value exceeds fair value, an impairment is recorded. See Note 8 , " Goodwill and Other Intangible Assets ," for further details regarding the Company's 2015 indefinite-lived intangible asset impairment testing. High Deductible Insurance. The Company generally, has a high deductible insurance plan for losses and liabilities related to workers' compensation, health and welfare claims and comprehensive general, product and vehicle liability. The Company is generally responsible for up to $0.5 million per occurrence under its retention program for workers' compensation, between $0.3 million and $2.0 million per occurrence under its retention programs for comprehensive general, product and vehicle liability, and has a $0.3 million per occurrence stop-loss limit with respect to its group medical plan. Total insurance limits under these retention programs vary by year for comprehensive general, product and vehicle liability and extend to the applicable statutory limits for workers' compensation. Reserves for claims losses, including an estimate of related litigation defense costs, are recorded based upon the Company's estimates of the aggregate liability for claims incurred using actuarial assumptions about future events. Changes in assumptions for factors such as medical costs and actual experience could cause these estimates to change. Pension Plans and Postretirement Benefits Other Than Pensions. Annual net periodic pension expense and benefit liabilities under defined benefit pension plans are determined on an actuarial basis. Assumptions used in the actuarial calculations could have a significant impact on plan obligations, and a lesser impact on current period expense. Annually, the Company reviews the actual experience compared to the more significant assumptions used and makes adjustments to the assumptions, if warranted. The healthcare trend rates are reviewed based upon actual claims experience. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based upon actual historical returns and a review of other public company pension asset return data, modified for known changes in the market and any expected change in investment policy. Postretirement benefits are not funded and it is the Company's policy to pay these benefits as they become due. Revenue Recognition. Revenues are recognized when products are shipped or services are provided to customers, the customer takes ownership and assumes risk of loss, the sales price is fixed and determinable and collectability is reasonably assured. Net sales is comprised of gross revenues less estimates of expected returns, trade discounts and customer allowances, which include incentives such as volume discounts and other supply agreements in connection with various programs. Such deductions are recorded during the period the related revenue is recognized. Cost of Sales. Cost of sales includes material, labor and overhead costs incurred in the manufacture of products sold in the period. Material costs include raw material, purchased components, outside processing and inbound freight costs. Overhead costs consist of variable and fixed manufacturing costs, wages and fringe benefits, and purchasing, receiving and inspection costs. Selling, General and Administrative Expenses. Selling, general and administrative expenses include the following: costs related to the advertising, sale, marketing and distribution of the Company's products, shipping and handling costs, amortization of customer intangible assets, costs of finance, human resources, legal functions, executive management costs and other administrative expenses. Research and Development Costs. Research and development ("R&D") costs are expensed as incurred. R&D expenses were approximately $0.6 million , $0.8 million and $0.7 million for the years ended December 31, 2015 , 2014 and 2013 , respectively, and are included in cost of sales in the accompanying statement of operations. Advertising and Sales Promotion Costs. Advertising and sales promotion costs are expensed as incurred. Advertising costs were approximately $0.7 million , $0.9 million and $0.7 million for the years ended December 31, 2015 , 2014 and 2013 , respectively, and are included in selling, general and administrative expenses in the accompanying statement of operations. Income Taxes. The Company computes income taxes using the asset and liability method, whereby deferred income taxes using current enacted tax rates are provided for the temporary differences between the financial reporting basis and the tax basis of assets and liabilities and for operating loss and tax credit carryforwards. The Company determines valuation allowances based on an assessment of positive and negative evidence on a jurisdiction-by-jurisdiction basis and records a valuation allowance to reduce deferred tax assets to the amount more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. Foreign Currency Translation. The financial statements of subsidiaries located outside of the United States are measured using the currency of the primary economic environment in which they operate as the functional currency. When translating into U.S. dollars, income and expense items are translated at average monthly exchange rates and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Translation adjustments resulting from translating the functional currency into U.S. dollars are deferred as a component of accumulated other comprehensive income (loss) in the statement of shareholders' equity. Net foreign currency transaction losses were approximately $0.2 million , $1.3 million and $0.9 million for each of the years ended December 31, 2015 , 2014 and 2013 , respectively, and are included in other expense, net in the accompanying statement of operations. Derivative Financial Instruments. The Company records all derivative financial instruments at fair value on the balance sheet as either assets or liabilities, and changes in their fair values are immediately recognized in earnings if the derivatives do not qualify as effective hedges. If a derivative is designated as a fair value hedge, then changes in the fair value of the derivative are offset against the changes in the fair value of the underlying hedged item. If a derivative is designated as a cash flow hedge, then the effective portion of the changes in the fair value of the derivative is recognized as a component of other comprehensive income until the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable of occurring. The Company formally documents hedging relationships for all derivative transactions and the underlying hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions. See Note 13 , " Derivative Instruments ," for further information on the Company's financial instruments. Fair Value of Financial Instruments. In accounting for and disclosing the fair value of these instruments, the Company uses the following hierarchy: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and • Level 3 inputs are unobservable inputs for the asset or liability. Valuation of the Company's interest rate swaps are based on the income approach, which uses observable inputs such as interest rate yield curves. The carrying value of financial instruments reported in the balance sheet for current assets and current liabilities approximates fair value due to the short maturity of these instruments. The Company's term loan A traded at 99.6% and 99.5% of par value as of December 31, 2015 and 2014 , respectively. The Company's revolving credit facility traded at 99.3% and 99.2% of par value as of December 31, 2015 and 2014 , respectively. The valuations of the term loan A and credit facility were determined based on Level 2 inputs under the fair value hierarchy, as defined. Business Combinations. The Company records assets acquired and liabilities assumed from acquisitions at fair value. The fair value of working capital accounts generally approximate book value. The valuation of inventory, property, plant and equipment, and intangible assets require significant assumptions. Inventory is recorded at fair value based on the estimated selling price less costs to sell, including completion, disposal and holding period costs with a reasonable profit margin. Property, plant and equipment is recorded at fair value using a combination of both the cost and market approaches for both the real and personal property acquired. Under the cost approach, consideration is given to the amount required to construct or purchase a new asset of equal value at current prices, with adjustments in value for physical deterioration, as well as functional and economic obsolescence. Under the market approach, recent transactions for similar types of assets are used as the basis for estimating fair value. For trademark/trade names and technology and other intangible assets, the estimated fair value is based on projected discounted future net cash flows using the relief-from-royalty method. For customer relationship intangible assets, the estimated fair value is based on projected discounted future cash flows using the excess earnings method. The relief-from-royalty and excess earnings method are both income approaches that utilize key assumptions such as forecasts of revenue and expenses over an extended period of time, royalty rate percentages, tax rates, and estimated costs of debt and equity capital to discount the projected cash flows. Earnings Per Share. Net earnings are divided by the weighted average number of shares outstanding during the year to calculate basic earnings per share. Diluted earnings per share are calculated to give effect to stock options and other stock-based awards. For the year ended December 31, 2015 , no restricted shares were included in the computation of net income (loss) per share because to do so would be anti-dilutive. The calculation of diluted earnings per share included 245,828 and 293,021 restricted shares for the years ended December 31, 2014 and 2013 , respectively. Options to purchase 206,123 , 251,667 and 342,448 shares of common stock were outstanding at December 31, 2015 , 2014 and 2013 , respectively. For the year ended December 31, 2015 , no options to purchase shares of common stock were included in the computation of net income (loss) per share because to do so would have been anti-dilutive. The calculation of dilutive earnings per share included 141,656 and 176,428 options to purchase shares of common stock for the years ended December 31, 2014 and 2013 , respectively. Stock-based Compensation. The Company recognizes compensation expense related to equity awards based on their fair values as of the grant date. In addition, the Company periodically updates its estimate of attainment for each restricted share with a performance factor based on current and forecasted results, reflecting the change from prior estimate, if any, in current period compensation expense. The disclosed number of shares granted considers only the targeted number of shares until such time that the performance condition has been satisfied. If the performance conditions are not achieved, no award is earned. Other Comprehensive Income. The Company refers to other comprehensive income as revenues, expenses, gains and losses that under accounting principles generally accepted in the United States of America are included in comprehensive income but are excluded from net earnings as these amounts are recorded directly as an adjustment to stockholders' equity. Other comprehensive income is comprised of foreign currency translation adjustments, amortization of prior service costs and unrecognized gains and losses in actuarial assumptions for pension and postretirement plans and changes in unrealized gains and losses on derivatives. Reclassifications. Certain prior year amounts have been reclassified to conform with the current year presentation. |
Equity Offering
Equity Offering | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Equity Offering | Equity Offering In September 2013, the Company issued 5,175,000 shares of its common stock via a public offering at a price of $35.40 per share. Net proceeds from the offering, after deducting underwriting discounts, commissions and offering expenses of $8.5 million , totaled approximately $174.7 million . The Company used the net offering proceeds for general corporate purposes, including retirement of debt in connection with the Company's October 2013 refinancing, acquisitions, capital expenditures and working capital requirements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Business Combination Disclosure [Text Block] | Acquisitions 2015 Acquisitions During 2015, the Company completed two acquisitions for an aggregate amount of approximately $10.0 million , net of cash acquired. The largest acquisition was the November 2015 acquisition of certain business assets of Parker-Hannifin Corporation ("Parker Hannifin"), located in Tolleson, AZ, within the Company's Aerospace reportable segment. 2014 Acquisitions Allfast Fastening Systems On October 17, 2014, the Company acquired 100% of the equity interest in Allfast Fastening Systems, Inc. ("Allfast") for the purchase price of approximately $351.2 million , net of cash acquired, with an additional $15.7 million of deferred purchase price related to certain tax related and other reimbursements in accordance with the purchase agreement. Allfast is a global manufacturer of solid and blind rivets, blind bolts, temporary fasteners and installation tools for the aerospace industry. The acquisition strengthens the Company's specialty product offering and is strategically aligned with its growing aerospace businesses. Allfast is included in the Company's Aerospace segment. The following table summarizes the fair value of consideration paid for Allfast, and the assets acquired and liabilities assumed: October 17, 2014 (dollars in thousands) Consideration Cash paid, net of cash acquired $ 351,220 Deferred purchase price (a) 15,730 Total consideration $ 366,950 Recognized amounts of identifiable assets acquired and liabilities assumed Receivables $ 8,950 Inventories 19,850 Intangible assets other than goodwill (b) 165,000 Prepaid expenses and other assets 340 Property and equipment, net 26,490 Accounts payable and accrued liabilities (2,620 ) Total identifiable net assets 218,010 Goodwill (c) 148,940 $ 366,950 ___________________________ (a) Of the deferred purchase price, approximately $8.7 million , represents the Company's best estimate of the underlying obligations for certain tax amounts the Company has agreed to reimburse the previous owner in order to acquire additional tax attributes. During 2015, the Company paid $5.2 million of such amount and the remaining $3.5 million liability was removed, with a corresponding reduction to goodwill, due to the finalization of the Seller's tax liability. In addition, deferred purchase price includes approximately $7.0 million of other liabilities which the Company has agreed to pay on behalf of the previous owner, of which approximately $4.9 million was paid through December 31, 2015. (b) Consists of approximately $83.0 million of customer relationships with an estimated useful life of 18 years, $33.0 million of technology and other intangible assets with an estimated useful life of 15 years and $49.0 million of trademark/trade name with an indefinite useful life. (c) All of the goodwill was assigned to the Company's Aerospace reportable segment and is expected to be deductible for tax purposes. The results of operations of Allfast are included in the Company's results beginning October 17, 2014. The actual amounts of net sales and operating profit of Allfast included in the accompanying consolidated statement of operations for the year ended December 31, 2014 are $9.1 million and $1.3 million , respectively. The following table summarizes the supplemental pro forma results of the combined entity as if the acquisition had occurred on January 1, 2013. The supplemental pro forma information presented below is for informational purposes and is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated on January 1, 2013: Pro forma Combined (a) Year ended December 31, 2014 2013 (dollars in thousands) Net sales $ 936,440 $ 853,590 Net income attributable to TriMas Corporation $ 49,590 $ 56,550 ___________________________ (a) The supplemental pro forma results reflect certain material adjustments, as follows: 1. Pre-tax pro forma adjustments for amortization expense of $6.0 million and $6.8 million for the years ended December 31, 2014 and December 31, 2013 on the intangible assets associated with the acquisition. 2. Pre-tax pro forma adjustments of $4.9 million and $7.1 million for the years ended December 31, 2014 and December 31, 2013, respectively, to reflect interest expense incurred on the incremental term loan A and revolver borrowings incurred in order to fund the acquisition. Total acquisition costs incurred by the Company in connection with its purchase of Allfast, primarily related to third party legal, accounting and tax diligence fees, were approximately $2.2 million , all of which were incurred during 2014. These costs are recorded in selling, general and administrative expenses in the accompanying consolidated statement of operations. Other Acquisitions In July 2014, the Company completed the acquisition of Lion Holdings PVT. Ltd. ("Lion Holdings") within the Company's Packaging reportable segment for the amount of approximately $27.5 million , net of cash acquired. Located in both India and Vietnam, Lion Holdings specializes in the manufacture of highly engineered dispensing solutions and generated approximately $10 million in revenue for the twelve months ended June 30, 2014. 2013 Acquisitions During 2013, the Company completed various 100% -owned acquisitions for an aggregate amount of approximately $84.8 million , net of cash acquired, with an additional $4.3 million of deferred purchase price and contingent consideration, based primarily on a fixed date and payment schedule over the next five years. Of these acquisitions, the most significant, in chronological order of acquisition date, are as follows: • Martinic Engineering, Inc. ("Martinic"), acquired in January, located in the United States and included in the Company's Aerospace reportable segment, is a manufacturer of highly-engineered, precision machined, complex parts for commercial and military aerospace applications, including auxiliary power units, as well as electrical, hydraulic and pneumatic systems and generated approximately $13 million in revenue for the 12 months ended December 31, 2012. • Wulfrun Specialised Fasteners Limited ("Wulfrun"), acquired in March, located in the United Kingdom and included in the Company's Energy reportable segment, is a manufacturer and distributor of specialty bolting and CNC machined components for use in critical oil and gas, pipeline and power generation applications, and generated approximately $10 million in revenue for the 12 months ended December 31, 2012. • Mac Fasteners, Inc. ("Mac Fasteners"), acquired in October, located in the United States and included in the Company's Aerospace reportable segment, is in the business of manufacturing and distribution of stainless steel aerospace fasteners, globally utilized by OEMs, aftermarket repair companies, and commercial and military aircraft producers, and generated approximately $17 million in revenue for the 12 months ended September 30, 2013. While the individual and aggregate historical and current year revenue and earnings associated with the Company's 2013 acquisitions is not significant compared to the Company's total results of operations, the following information has been provided to summarize the aggregate fair value of consideration paid for the acquisitions, the assets acquired and liabilities assumed. Year ended December 31, 2013 (dollars in thousands) Consideration Initial cash paid net of cash acquired $ 84,790 Deferred/contingent consideration (a) 4,280 Total consideration $ 89,070 Recognized amounts of identifiable assets acquired and liabilities assumed Receivables $ 7,240 Inventories 16,630 Intangible assets other than goodwill (b) 29,020 Prepaid expenses and other assets 8,420 Property and equipment, net 10,080 Accounts payable and accrued liabilities (6,950 ) Deferred income taxes (4,260 ) Other long-term liabilities (8,410 ) Total identifiable net assets 51,770 Goodwill 37,300 $ 89,070 __________________________ (a) Deferred/contingent consideration included approximately $2.6 million of both short-term and long-term deferred purchase price, based on set amounts and fixed payment schedules per the purchase agreement, and an additional $1.7 million of contingent consideration to be paid, if earned, based on a multiple of future earnings, as defined. (b) Consists of approximately $23.1 million of customer relationships with an estimated weighted average useful life of 10 years, $1.4 million of technology and other intangible assets with an estimated weighted average useful life of four years and $4.5 million of trademark/trade names with an indefinite useful life. Arminak & Associates During the first quarter of 2012, the Company acquired 70% of the membership interests of Arminak & Associates, LLC ("Arminak") for the purchase price of approximately $67.7 million , which is included in the Company's Packaging reportable segment. The original purchase agreement provided the Company an option to purchase, and Arminak's previous owners an option to sell, the remaining 30% noncontrolling interest at specified dates in the future based on a multiple of earnings, as defined in the purchase agreement. The original combination of a noncontrolling interest and a redemption feature resulted in a redeemable noncontrolling interest, which was classified outside of permanent equity on the accompanying consolidated balance sheet. In order to estimate the fair value of the redeemable noncontrolling interest in Arminak upon acquisition, the Company utilized the Monte Carlo valuation method, using variations of estimated future discounted cash flows given certain significant assumptions including expected revenue growth, minimum and maximum estimated levels of gross profit margin, future expected cash flows, amounts transferred during each call and put exercise period and appropriate discount rates. As these assumptions are not observable in the market, the calculation represents a Level 3 fair value measurement. The Company recorded the redeemable noncontrolling interest at fair value at the date of acquisition. On March 11, 2014, in lieu of the put call option in the original purchase agreement, the Company entered into a new agreement to purchase the entire 30% noncontrolling interest in Arminak for a cash purchase price of $51.0 million . The purchase agreement also included additional contingent consideration of up to $7.0 million , with the amount to be earned based on the achievement of certain levels of 2015 financial performance. As of December 31, 2015, there is no estimated liability for the payout of contingent consideration as no amounts were earned. As part of purchasing the remaining membership interest, the Company finalized the calculation of the redeemable noncontrolling interest as of March 11, 2014. Changes in the carrying amount of redeemable noncontrolling interest are summarized as follows: Redeemable Noncontrolling interest (dollars in thousands) Balance, December 31, 2012 $ 26,780 Distributions to noncontrolling interests (2,710 ) Net income attributable to noncontrolling interests 4,520 Redemption value adjustments for noncontrolling interests 890 Balance, December 31, 2013 $ 29,480 Distributions to noncontrolling interests (580 ) Net income attributable to noncontrolling interests 810 Balance, March 11, 2014 $ 29,710 The difference between the cash purchase price and final redeemable noncontrolling interest as of March 11, 2014 was recorded as a reduction in paid in capital, net of tax, as included in the accompanying consolidated statement of shareholders' equity. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Spin-off of the Cequent businesses On June 30, 2015, the Company completed the spin-off of its Cequent businesses (comprised of the former Cequent Americas and Cequent Asia Pacific Europe Africa ("Cequent APEA") reportable segments), creating a new independent publicly traded company, Horizon, through the distribution of 100% of the Company's interest in Horizon to holders of the Company's common stock. On June 30, 2015, each of the Company's shareholders of record as of the close of business on the record date of June 25, 2015, received two shares of Horizon common stock for every five shares of TriMas common stock held. In addition, on June 30, 2015, immediately prior to the effective time of the spin-off, Horizon entered into a new debt financing arrangement and used the proceeds to make a cash distribution of $214.5 million to the Company. The Cequent businesses are presented as discontinued operations in the Company's consolidated balance sheet, the consolidated statements of operations and cash flows for all periods presented. The carrying value of the assets and liabilities immediately preceding the spin-off of the Cequent businesses on June 30, 2015, and as of December 31, 2014 were as follows: Immediately preceding the spin-off on June 30, 2015 December 31, Assets Current assets: Cash and cash equivalents $ 17,050 $ — Receivables, net 92,750 63,520 Inventories 125,750 123,370 Prepaid expenses and other current assets 6,520 5,690 Total current assets 242,070 192,580 Property and equipment, net 48,870 55,180 Goodwill 5,630 6,580 Other intangibles, net 61,400 66,510 Other assets 16,390 12,410 Total assets $ 374,360 $ 333,260 Liabilities Current liabilities: Current maturities, long-term debt $ 17,940 $ 460 Accounts payable 81,830 81,500 Accrued liabilities 44,190 37,940 Total current liabilities 143,960 119,900 Long-term debt 195,460 300 Deferred income taxes 4,860 4,610 Other long-term liabilities 27,900 25,990 Total liabilities $ 372,180 $ 150,800 Following the spin-off, there were no assets or liabilities remaining from the Cequent operations. Results of discontinued operations, including the discontinued Cequent businesses and NI Industries, are summarized as follows: Year ended December 31, 2015 2014 2013 (dollars in thousands) Net sales $ 300,900 $ 615,260 $ 595,160 Cost of sales (227,860 ) (468,060 ) (467,800 ) Gross profit 73,040 147,200 127,360 Selling, general and administrative expenses (72,360 ) (111,900 ) (104,040 ) Operating profit 680 35,300 23,320 Interest expense (2,540 ) (5,430 ) (3,060 ) Other expense, net (1,970 ) 4,170 2,370 Other expense, net (4,510 ) (1,260 ) (690 ) Income (loss) from discontinued operations, before income taxes (3,830 ) 34,040 22,630 Income tax expense (910 ) (11,650 ) (1,800 ) Income (loss) from discontinued operations, net of tax $ (4,740 ) $ 22,390 $ 20,830 Other Discontinued Operations During the third quarter of 2014, the Company ceased operations of its former NI Industries business. NI Industries manufactured cartridge cases for the defense industry and was party to a U.S. Government facility maintenance contract. The Company received approximately $6.7 million for the sale of certain intellectual property and related inventory and tooling. This amount is included in income from discontinued operations in the accompanying consolidated statement of operations. During the fourth quarter of 2011, the Company sold its precision tool cutting and specialty fittings lines of business, both of which were part of the Engineered Components reportable segment. The purchase agreement included up to $2.5 million of contingent consideration, based on achievement of certain levels of financial performance in 2012 and 2013. During the second quarter of 2013, the Company received approximately $1.0 million of a possible $1.3 million as payout for the 2012 financial performance criteria. This amount is included in income from discontinued operations in the accompanying consolidated statement of operations. No payout was received in 2014, as the 2013 financial performance criteria were not met. During the first quarter of 2009, the Company completed the sale of certain assets within its specialty laminates, jacketings and insulation tapes line of business, which was part of the Packaging reportable segment. The Company's manufacturing facility is subject to a lease agreement expiring in 2024 that was not assumed by the purchaser of the business. During the fourth quarter of 2014, the Company re-evaluated its estimate of unrecoverable future obligations initially recorded in 2009 and recorded an additional charge of approximately $1.8 million , based on further deterioration of real estate values and market comparables for this facility. The results of the aforementioned businesses are reported as discontinued operations for all periods presented. |
Facility Closures, Consolidatio
Facility Closures, Consolidations and Sale of Business | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure | Facility Closures, Consolidations and Sale of Business During 2015, 2014 and 2013, the Company closed and consolidated several facilities, and also sold a business. The majority of the costs to implement the facility actions were incurred within the Company’s Energy reportable segment. See below for details of the most significant actions. 2015 Facility Closures and Consolidations During 2015, the Company closed and consolidated certain manufacturing facilities, branches, warehouses and sales offices, the largest of which were the closure of the Hangzhou, China, Rio de Janeiro, Brazil and Houston, Texas (former South Texas Bolt and Fitting) manufacturing facilities within the Energy reportable segment. As a part of the closure and consolidation actions, the Company recorded non-cash charges of approximately $1.4 million , primarily related to write-down of property to its salvage value. As a part of these facility closures and other cost savings actions within the Energy reportable segment, the Company recorded charges of approximately $3.0 million related to severance benefits for its approximately 240 employees that were involuntarily terminated. The Company did not fully exit certain of the closed and consolidated facilities during 2015. As such the Company did not record significant unrecoverable lease obligations. The Company will assess the potential recoverability of its future lease obligations for its closed facilities upon the cease-use date, and at that time will record any estimate for unrecoverable amounts, if any. 2014 Facility Closures and Consolidations In June 2014, the Company announced the restructuring of its Brazilian business within the Energy reportable segment, including plans to close its manufacturing facility in S ã o Paulo, Brazil by the end of 2014. In connection with this action, the Company recorded charges of approximately $0.5 million , primarily related to severance benefits, which is included in cost of sales in the accompanying consolidated statement of operations, for its approximately 60 employees involuntarily terminated as a result of this closure. During the fourth quarter of 2014, upon the cease use date of the facility, the Company recorded a pre-tax charge within in its Energy reportable segment of approximately $3.9 million for estimated future unrecoverable lease obligation, net of estimated sublease recoveries, for the lease agreement that expires in 2022. Additionally, the Company recorded a $1.3 million charge related to the release of historical currency translation adjustments, which is included in dispositions of property and equipment in the accompanying consolidated statement of operations. During the fourth quarter of 2015, the Company re-evaluated its estimate of unrecoverable future obligations initially recorded for its Brazilian business during 2014 and reduced its estimate by approximately $1.7 million following entry into a sublease agreement for the facility. 2013 Sale of Business On August 5, 2013, the Company announced the sale of its business in Italy within the Packaging reportable segment for cash of approximately $10.3 million . As a result, the Company recorded a pre-tax gain of approximately $10.5 million , of which $7.9 million related to the release of historical currency translation adjustments into income, which is included in dispositions of property and equipment in the accompanying consolidated statement of operations. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill The Company conducts its annual goodwill impairment test as of October 1, and as of interim dates whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Due to a significant decline in profitability levels in the Company's Energy and engine products reporting units during 2015 and a decline in the Company's stock price and resulting market capitalization which management believes is partially due to the decline in profitability of the aforementioned two reporting units, the Company determined there were indicators that the fair value of the Energy and engine products reporting units, and/or other units, may be less than the carrying value. As such, the Company performed a Step I quantitative goodwill impairment test for nine out of 10 of its reporting units. For the Allfast reporting unit, the Company performed a Step Zero qualitative analysis, as it was acquired in October 2014 and generated profit levels consistent with those expected in the purchase price valuation completed less than one year prior. In preparing the Step I quantitative analysis, the Company utilized both income and market-based approaches, placing a 75% and 25% weighting on each, respectively. Significant management assumptions used under the income approach were weighted average costs of capital ranging from 11% to 14.5% and an estimated residual growth rate of 3% . In considering the weighted average cost of capital for the reporting units under the income approach, management considered the level of risk inherent in the cash flow projections based on historical attainment of its projections and current market conditions. The use of these unobservable inputs resulted in the fair value estimate being classified as a Level 3 measurement within the fair value hierarchy. Upon completion of the Step I goodwill impairment test, the Company determined that the Energy and engine products reporting units required a Step II test to determine the amount, if any, of an impairment charge. All other reporting units passed the Step I test. Based on the results of the Step II goodwill impairment test, the Company recorded pre-tax goodwill impairment charges in the fourth quarter of 2015 of approximately $70.9 million in its Energy reporting unit and approximately $3.2 million in its engine products reporting unit. As of December 31, 2015, there is no goodwill remaining for the Company's Energy and engine products reporting units. For the Company's 2015 goodwill impairment testing of its Allfast reporting unit, and for purposes of its 2014 and 2013 goodwill impairment tests, the Company performed a Step Zero qualitative assessment of potential goodwill impairment. In performing the Step Zero assessment, the Company considered relevant events and circumstances that could affect the fair value or carrying amount of the Company's reporting units, such as macroeconomic conditions, industry and market considerations, overall financial performance, entity and reporting unit specific events and capital markets pricing. Based on the analysis performed, the Company did not believe that it was more likely than not that the fair value of a reporting unit is less than its carrying amount; therefore, the Company determined that the Step I and Step II tests were not required. Additionally, during the third quarter of 2014, based on a few consecutive quarters of revenue and earnings declines compared to historical levels within the Company's Energy reporting unit, the Company determined that there were indicators of a decline in fair value of the Energy reporting unit, and as such, the Company conducted a Step I quantitative goodwill impairment analysis. Upon completion of the goodwill impairment test, the Company determined that the fair value of the Energy reporting unit exceeded the carrying value, and thus there was no goodwill impairment. Changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 are as follows: Engineered Packaging Aerospace Energy Components Total (dollars in thousands) Balance, December 31, 2013 $ 158,060 $ 61,080 $ 75,920 $ 7,420 $ 302,480 Goodwill from acquisitions 15,810 149,050 — — 164,860 Foreign currency translation and other (4,520 ) — (2,740 ) — (7,260 ) Balance, December 31, 2014 $ 169,350 $ 210,130 $ 73,180 $ 7,420 $ 460,080 Goodwill from acquisitions — (3,500 ) — 2,320 (1,180 ) Impairment charge — — (70,930 ) (3,180 ) (74,110 ) Foreign currency translation and other (3,620 ) — (2,250 ) — (5,870 ) Balance, December 31, 2015 $ 165,730 $ 206,630 $ — $ 6,560 $ 378,920 During the fourth quarter of 2015, the Company's estimate of the underlying obligation for certain tax amounts related to the acquisition of Allfast was adjusted due to the finalization of the Seller's tax liability, resulting in a $3.5 million decrease to the deferred purchase price liability and goodwill. This measurement period adjustment has been reflected as a current period adjustment to these balances during the year ended December 31, 2015, in accordance with the guidance in ASU 2015-16. See Note 2 , " New Accounting Pronouncements, " for further details. Other Intangible Assets During the fourth quarter of 2015, as part of the broadly focused restructuring initiative within the Company's Energy reportable segment, it was determined that the Company would discontinue use and wrote-off all of the approximately $1.6 million of carrying value of certain of its Energy-related trade names. Additionally, the Company conducted its annual indefinite-lived intangible asset impairment test as of October 1, 2015. For the purposes of the Company's 2015 indefinite-lived intangible asset impairment tests, the Company performed a quantitative assessment for all of its indefinite-lived intangibles assets except for the Allfast trade name, using a relief-from-royalty method. The Company performed a Step Zero qualitative analysis for the Allfast trade name as it was acquired less than one year prior and has long-term sales projections consistent with those expected in the purchase price valuation. Significant management assumptions used under the relief-from-royalty method were discount rates ranging from 14% to 17.5% and an estimated residual growth rate of 3% . The use of these unobservable inputs resulted in the fair value estimates being classified as a Level 3 measurement within the fair value hierarchy. Upon completion of the quantitative impairment test, the Company determined that the fair value of the Company's indefinite-lived intangible assets exceeded the carrying value, and thus there was no impairment. For the purposes of the Company's 2015 indefinite-lived intangible asset impairment testing of the Allfast trade name, and for purposes of its 2014 and 2013 indefinite-lived intangible asset impairment tests, the Company performed a qualitative assessment to determine whether it was more likely than not that the fair values of the indefinite-lived intangible assets are less than the carrying values. In performing the qualitative assessment, the Company considered similar events and circumstances to those considered in the Step Zero analysis for goodwill impairment testing and also considered legal, regulatory and contractual factors that could affect the fair value or carrying amount of the Company's indefinite-lived intangible assets. Based on the qualitative assessment performed, the Company did not believe that it was more likely than not that the fair values of each of its indefinite-lived intangible assets were less than the carrying values; therefore, a quantitative assessment was not required. The gross carrying amounts and accumulated amortization of the Company's other intangibles as of December 31, 2015 and 2014 are summarized below. The Company amortizes these assets over periods ranging from one to 30 years. As of December 31, 2015 As of December 31, 2014 Intangible Category by Useful Life Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization (dollars in thousands) Finite-lived intangible assets: Customer relationships, 5 - 12 years $ 74,890 $ (25,960 ) $ 75,300 $ (18,180 ) Customer relationships, 15 - 25 years 132,230 (38,060 ) 132,230 (31,140 ) Total customer relationships 207,120 (64,020 ) 207,530 (49,320 ) Technology and other, 1 - 15 years 57,860 (22,770 ) 58,040 (18,750 ) Technology and other, 17 - 30 years 43,300 (29,250 ) 43,300 (27,150 ) Total technology and other 101,160 (52,020 ) 101,340 (45,900 ) Indefinite-lived intangible assets: Trademark/Trade names 81,630 — 83,770 — Total other intangible assets $ 389,910 $ (116,040 ) $ 392,640 $ (95,220 ) Amortization expense related to intangible assets as included in the accompanying consolidated statement of operations is summarized as follows: Year ended December 31, 2015 2014 2013 (dollars in thousands) Technology and other, included in cost of sales $ 6,010 $ 5,030 $ 4,460 Customer relationships, included in selling, general and administrative expenses 14,960 11,030 7,830 Total amortization expense $ 20,970 $ 16,060 $ 12,290 Estimated amortization expense for the next five fiscal years beginning after December 31, 2015 is as follows: Year ended December 31, Estimated Amortization Expense (dollars in thousands) 2016 $20,340 2017 $20,090 2018 $19,660 2019 $19,240 2020 $18,310 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following components: December 31, December 31, (dollars in thousands) Finished goods $ 101,480 $ 104,760 Work in process 23,620 24,300 Raw materials 42,270 42,200 Total inventories $ 167,370 $ 171,260 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consists of the following components: December 31, December 31, (dollars in thousands) Land and land improvements $ 14,820 $ 14,710 Building and building improvements 67,790 60,570 Machinery and equipment 274,650 262,670 357,260 337,950 Less: Accumulated depreciation 176,130 160,480 Property and equipment, net $ 181,130 $ 177,470 Depreciation expense as included in the accompanying consolidated statement of operations is as follows: Year ended December 31, 2015 2014 2013 (dollars in thousands) Depreciation expense, included in cost of sales $ 19,730 $ 18,450 $ 16,210 Depreciation expense, included in selling, general and administrative expense 2,840 2,930 2,600 Total depreciation expense $ 22,570 $ 21,380 $ 18,810 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | Accrued Liabilities December 31, December 31, (dollars in thousands) High deductible insurance $ 6,580 $ 7,960 Wages and bonus 16,820 13,670 Other 27,080 38,520 Total accrued liabilities $ 50,480 $ 60,150 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term Debt The Company's long-term debt consists of the following: December 31, December 31, (dollars in thousands) Credit Agreement $ 371,820 $ 559,530 Receivables facility and other 53,860 79,040 Debt issuance costs (6,050 ) (7,760 ) 419,630 630,810 Less: Current maturities, long-term debt 13,850 23,400 Long-term debt, net $ 405,780 $ 607,410 Credit Agreement During the second quarter of 2015, the Company amended its credit agreement (the "Credit Agreement"), pursuant to which the Company was able to extend maturities and resize its credit facilities following the spin-off of the Cequent businesses. The Credit Agreement consists of a $500.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies ("Foreign Currency Loans"), subject to a $75.0 million sub limit, and a $275.0 million senior secured term loan A facility ("Term Loan A Facility"). The cash distribution to the Company from Horizon was used to reduce the outstanding borrowings under the previous credit agreement. Below is a summary of key terms under the Credit Agreement as of December 31, 2015 , and the key terms of the previous credit agreement in place immediately prior to entering into the amended Credit Agreement on June 30, 2015 , with term loans showing the face amount of borrowings upon issuance and revolving credit facilities showing gross availability at each date: Instrument Amount Maturity Date Interest Rate Credit Agreement Senior secured revolving credit facility $500.0 6/30/2020 LIBOR (a) plus 1.750% (b) Senior secured term loan A facility $275.0 6/30/2020 LIBOR (a) plus 1.750% (b) Previous Credit Agreement Senior secured revolving credit facility $575.0 10/16/2018 LIBOR (a) plus 1.625% (b) Senior secured term loan A facility $450.0 10/16/2018 LIBOR (a) plus 1.625% (b) __________________________ (a) London Interbank Offered Rate ("LIBOR") (b) The interest rate spread is based upon the leverage ratio, as defined, as of the most recent determination date. The Credit Agreement also provides incremental term loan facility commitments and/or incremental revolving credit facility commitments in an amount not to exceed the greater of $300.0 million and an amount such that, after giving effect to such incremental commitments and the incurrence of any other indebtedness substantially simultaneously with the making of such incremental commitments, the senior secured net leverage ratio, as defined in the Credit Agreement, is no greater than 2.50 to 1.00. The terms and conditions of any incremental term loan facility and/or incremental revolving credit facility commitments must be no more favorable than the existing credit facilities under the Credit Agreement. The Company may be required to prepay a portion of the loans under the Term Loan A Facility in an amount equal to a percentage of the Company's excess cash flow, as defined, with such percentage based on the Company's leverage ratio, as defined. As of December 31, 2015 , no amounts are due under this provision. The Company is also able to issue letters of credit, not to exceed $40.0 million in aggregate, against its revolving credit facility commitments. At December 31, 2015 and 2014 , the Company had letters of credit of approximately $21.6 million and $21.9 million , respectively, issued and outstanding. At December 31, 2015 , the Company had $100.3 million outstanding under its revolving credit facility and had $378.1 million potentially available after giving effect to approximately $21.6 million of letters of credit issued and outstanding. At December 31, 2014 , the Company had $118.1 million outstanding under its revolving credit facility and had $435.0 million potentially available after giving effect to approximately $21.9 million of letters of credit issued and outstanding. However, including availability under its accounts receivable facility and after consideration of leverage restrictions contained in the Credit Agreement, at December 31, 2015 and 2014 , the Company had $107.4 million and $192.0 million , respectively, of borrowing capacity available for general corporate purposes. Principal payments required under the Credit Agreement for the Term Loan A Facility are approximately $3.4 million due each fiscal quarter from December 2015 through September 2018 and approximately $5.2 million due each fiscal quarter from December 2018 through March 2020, with final payment of $202.8 million due on June 30, 2020. The debt under the Credit Agreement is an obligation of the Company and certain of its domestic subsidiaries and is secured by substantially all of the assets of such parties. Borrowings under the $75.0 million foreign currency sub limit of the $500.0 million senior secured revolving credit facility are secured by a pledge of the assets of the foreign subsidiary borrowers that are a party to the agreement. The Credit Agreement also contains various negative and affirmative covenants and other requirements affecting the Company and its subsidiaries, including restrictions on incurrence of debt, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, asset dispositions, sale-leaseback transactions, hedging agreements, dividends and other restricted payments, transactions with affiliates, restrictive agreements and amendments to charters, bylaws, and other material documents. The terms of the Credit Agreement also require the Company and its subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a maximum leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility over consolidated EBITDA, as defined) and a minimum interest expense coverage ratio (consolidated EBITDA, as defined, over cash interest expense, as defined). At December 31, 2015 , the Company was in compliance with its financial covenants contained in the Credit Agreement. The Company incurred approximately $1.8 million in fees during 2015 to amend the Credit Agreement, of which approximately $1.4 million was capitalized as deferred financing fees and $0.4 million was recorded as debt financing fees in the accompanying consolidated statement of operations for the year ended December 31, 2015 . The Company also recorded non-cash debt extinguishment costs of $1.5 million related to the write-off of deferred financing fees associated with the previous credit facilities. In 2014 and 2013, the Company incurred approximately $3.8 million and $3.6 million , respectively, in fees to amend the previous credit agreements, of which $0.4 million and $3.1 million was capitalized as deferred financing fees, respectively, and $3.4 million and $0.5 million was recorded as debt extinguishment costs in the accompanying consolidated statement of operations, respectively. The Company also recorded non-cash debt extinguishment costs of $1.9 million related to the write-off of deferred financing fees associated with the previous credit agreement for the year ended December 31, 2013. Receivables Facility The Company is a party to an accounts receivable facility through TSPC, Inc. ("TSPC"), a wholly-owned subsidiary, to sell trade accounts receivable of substantially all of the Company's domestic business operations. In June 2015, the Company amended the facility to remove the Cequent businesses and to reduce the committed funding from $105.0 million to $75.0 million , with no other significant changes to the facility. In December 2015, the Company further amended the facility to extend the maturity date from October 16, 2018 to June 30, 2020. Under this facility, TSPC, from time to time, may sell an undivided fractional ownership interest in the pool of receivables up to approximately $75.0 million to a third party multi-seller receivables funding company. The net amount financed under the facility is less than the face amount of accounts receivable by an amount that approximates the purchaser's financing costs. The cost of funds under this facility consisted of a 1-month LIBOR plus a usage fee of 1.00% and a fee on the unused portion of the facility of 0.35% as of December 31, 2015 , and a 3-month LIBOR plus a usage fee of 1.00% and a fee on the unused portion of the facility of 0.35% as of December 31, 2014 . The Company had $53.6 million and $78.7 million outstanding under the facility as of December 31, 2015 and 2014 , respectively, and $7.1 million and $1.6 million available but not utilized as of December 31, 2015 and 2014 , respectively. Aggregate costs incurred under the facility were $1.0 million , $1.3 million and $1.4 million for the years ended December 31, 2015 , 2014 and 2013 , and are included in interest expense in the accompanying consolidated statement of operations. The cost of funds fees incurred are determined by calculating the estimated present value of the receivables sold compared to their carrying amount. The estimated present value factor is based on historical collection experience and a discount rate based on a 1-month LIBOR-based rate plus the usage fee discussed above and is computed in accordance with the terms of the securitization agreement. As of December 31, 2015 , the cost of funds under the facility was based on an average liquidation period of the portfolio of approximately 1.8 months and an average discount rate of 1.8% . Long-term Debt Maturities Future maturities of the face value of long-term debt at December 31, 2015 are as follows: Year Ending December 31: (dollars in thousands) 2016 $ 13,850 2017 13,850 2018 15,530 2019 20,630 2020 361,820 Total $ 425,680 Debt Issuance Costs The Company's unamortized debt issuance costs approximated $6.1 million and $7.8 million at December 31, 2015 and 2014 , respectively, and are included as a direct reduction from the related debt liability in the accompanying consolidated balance sheet. These amounts consist primarily of legal, accounting and other transaction advisory fees as well as facility fees paid to the lenders. Debt issuance costs for the current and previous term loan facilities and the previous discount on the senior notes are amortized using the interest method over the terms of the underlying debt instruments to which these amounts relate. The debt issuance costs for the current and previous revolving credit facilities and the receivables facility are amortized on a straight line basis over the term of the facilities. Amortization expense for these items was approximately $1.7 million , $1.9 million and $1.8 million in 2015 , 2014 and 2013 , respectively, and is included in interest expense in the accompanying consolidated statement of operations. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments The Company utilizes interest rate swap agreements to fix the LIBOR-based variable portion of the interest rate on its long term debt. Terms of the interest rate swap agreements require the Company to receive a variable interest rate and pay a fixed interest rate. As of December 31, 2015 , the Company had interest rate swap agreements in place that hedge a notional value of debt ranging from approximately $251.5 million to approximately $192.7 million and amortize consistent with future debt principal payments. The interest rate swap agreements establish fixed interest rates in a range of 0.74% to 2.68% with various expiration terms extending to June 30, 2020. At inception, the interest rate swaps were and continue to be designated as cash flow hedges. In December 2012, the Company entered into interest rate swap agreements to fix the LIBOR-based variable portion of the interest rates on its term loan facilities. At inception, the Company designated the swap agreements as cash flow hedges and utilized hedge accounting. However, the Company entered into a new credit agreement in 2013 and, as a result, the swap agreement was no longer expected to be an effective economic hedge. The Company terminated the interest rate swap and received cash of $3.3 million upon completion of the new credit agreement. At the date of the credit agreement, the Company de-designated this swap, which had $2.0 million (net of tax of $1.3 million ) of unrealized gain remaining in accumulated other comprehensive income in the accompanying consolidated balance sheet, which was reclassified into earnings in 2013. In March 2012, the Company entered into an interest rate swap agreement to fix the LIBOR-based variable portion of the interest rate on its previous term loan B facility. At inception, the Company formally designated this swap agreement as a cash flow hedge and utilized hedge accounting. Upon the Company's amendment and restatement of its credit agreement during the fourth quarter of 2012, the Company determined that the interest rate swap was no longer expected to be an effective economic hedge. The Company terminated the interest rate swap and repaid the obligation upon completion of the previous credit agreement. After that date, the Company de-designated this swap, which had $1.0 million (net of tax of $0.6 million ) of unrealized loss remaining in accumulated other comprehensive income, which was being amortized into earnings during the period in which the originally hedged transactions would have affected earnings. However, when the Company entered into a new credit agreement in 2013, the Company reclassified the remaining $0.6 million (net of tax of $0.4 million ) of unrealized loss remaining in accumulated other comprehensive income into earnings. As of December 31, 2015 and 2014 , the fair value carrying amount of the Company's derivatives designated as hedging instruments are recorded as follows: Asset / (Liability) Derivatives Balance Sheet Caption December 31, 2015 December 31, 2014 (dollars in thousands) Derivatives designated as hedging instruments Interest rate swaps Other assets $ 430 $ 1,270 Interest rate swaps Accrued liabilities (150 ) (180 ) Interest rate swaps Other long-term liabilities (3,180 ) — Total derivatives designated as hedging instruments $ (2,900 ) $ 1,090 The following tables summarize the income (loss) recognized in accumulated other comprehensive income ("AOCI"), the amounts reclassified from AOCI into earnings and the amounts recognized directly into earnings as of December 31, 2015 and 2014 and for the years ended December 31, 2015 , 2014 and 2013 : Amount of Income (Loss) Recognized Location of Income (Loss) Reclassified from AOCI into Earnings Amount of Income (Loss) Reclassified from As of December 31, Year ended December 31, 2015 2014 2015 2014 2013 (dollars in thousands) (dollars in thousands) Derivatives designated as hedging instruments Interest rate swaps $ (1,790 ) $ 680 Interest expense $ (420 ) $ — $ — Income (loss) from discontinued operations $ (440 ) $ (970 ) $ 2,510 Over the next 12 months, the Company expects to reclassify approximately $0.2 million of pre-tax deferred losses from AOCI to interest expense as the related interest payments for the designated interest rate swap are funded. Amount of Loss Recognized in Earnings on Derivatives Year ended December 31, Location of Loss Recognized in Earnings on Derivatives 2015 2014 2013 (dollars in thousands) Derivatives not designated as hedging instruments Interest rate swaps Interest expense $ — $ — $ (1,480 ) The fair value of the Company's derivatives are estimated using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of the Company's interest rate swaps use observable inputs such as interest rate yield curves. Fair value measurements and the fair value hierarchy level for the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and 2014 are shown below. Description Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (dollars in thousands) December 31, 2015 Interest rate swaps Recurring $ (2,900 ) $ — $ (2,900 ) $ — December 31, 2014 Interest rate swaps Recurring $ 1,090 $ — $ 1,090 $ — |
Leases
Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leases of Lessee Disclosure | Leases The Company leases certain equipment and facilities under non-cancelable operating leases. Rental expense for the Company totaled approximately $17.2 million in 2015 , $16.8 million in 2014 and $14.7 million in 2013 . Minimum payments for operating leases having initial or remaining non-cancelable lease terms in excess of one year at December 31, 2015 , including approximately $2.4 million annually related to discontinued operations, are summarized below: Year ended December 31, (dollars in thousands) 2016 $ 17,400 2017 16,320 2018 14,130 2019 11,380 2020 9,710 Thereafter 22,870 Total $ 91,810 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Environmental The Company is subject to increasingly stringent environmental laws and regulations, including those relating to air emissions, wastewater discharges and chemical and hazardous waste management and disposal. Some of these environmental laws hold owners or operators of land or businesses liable for their own and for previous owners' or operators' releases of hazardous or toxic substances or wastes. Other environmental laws and regulations require the obtainment and compliance with environmental permits. To date, costs of complying with environmental, health and safety requirements have not been material. However, the nature of the Company's operations and the long history of industrial activities at certain of the Company's current or former facilities, as well as those acquired, could potentially result in material environmental liabilities. While the Company must comply with existing and pending climate change legislation, regulation and international treaties or accords, current laws and regulations have not had a material impact on the Company's business, capital expenditures or financial position. Future events, including those relating to climate change or greenhouse gas regulation, could require the Company to incur expenses related to the modification or curtailment of operations, installation of pollution control equipment or investigation and cleanup of contaminated sites. Asbestos As of December 31, 2015 , the Company was a party to 1,035 pending cases involving an aggregate of 6,242 claimants primarily alleging personal injury from exposure to asbestos containing materials formerly used in gaskets (both encapsulated and otherwise) manufactured or distributed by certain of its subsidiaries for use primarily in the petrochemical refining and exploration industries. The following chart summarizes the number of claimants, number of claims filed, number of claims dismissed, number of claims settled, the average settlement amount per claim and the total defense costs, excluding amounts reimbursed under the Company's primary insurance, at the applicable date and for the applicable periods: Claims pending at beginning of period Claims filed during period Claims dismissed during period Claims settled during period Average settlement amount per claim during period Total defense costs during period Fiscal year ended December 31, 2013 7,880 360 226 39 $ 8,294 $ 2,620,000 Fiscal year ended December 31, 2014 7,975 210 155 38 $ 18,734 $ 2,800,000 Fiscal year ended December 31, 2015 7,992 266 1,990 26 $ 16,963 $ 3,160,000 The Company acquired various companies to distribute its products that had distributed gaskets of other manufacturers prior to acquisition. The Company believes that many of the pending cases relate to locations at which none of its gaskets were distributed or used. The Company may be subjected to significant additional asbestos-related claims in the future, the cost of settling cases in which product identification can be made may increase, and the Company may be subjected to further claims in respect of the former activities of its acquired gasket distributors. The Company is unable to make a meaningful statement concerning the monetary claims made in the asbestos cases given that, among other things, claims may be initially made in some jurisdictions without specifying the amount sought or by simply stating the requisite or maximum permissible monetary relief, and may be amended to alter the amount sought. The large majority of claims do not specify the amount sought. Of the 6,242 claims pending at December 31, 2015, 120 set forth specific amounts of damages (other than those stating the statutory minimum or maximum). Below is a breakdown of the amount sought for those claims seeking specific amounts: Compensatory & Punitive Compensatory Only Punitive Only Range of damages sought (in millions) $0.0 to $5.0 $5.0 to $10.0 $10.0+ $0.0 to $0.6 $0.6 to $5.0 $5.0+ $0.0 to $2.5 Number of claims 57 38 25 12 45 63 120 In addition, relatively few of the claims have reached the discovery stage and even fewer claims have gone past the discovery stage. Total settlement costs (exclusive of defense costs) for all such cases, some of which were filed over 20 years ago, have been approximately $7.8 million . All relief sought in the asbestos cases is monetary in nature. To date, approximately 40% of the Company's costs related to settlement and defense of asbestos litigation have been covered by its primary insurance. Effective February 14, 2006, the Company entered into a coverage-in-place agreement with its first level excess carriers regarding the coverage to be provided to the Company for asbestos-related claims when the primary insurance is exhausted. The coverage-in-place agreement makes asbestos defense costs and indemnity insurance coverage available to the Company that might otherwise be disputed by the carriers and provides a methodology for the administration of such expenses. Nonetheless, the Company believes it is likely that there will be a period within the next 12 to 18 months , prior to the commencement of coverage under this agreement and following exhaustion of the Company's primary insurance coverage, during which the Company likely will be solely responsible for defense costs and indemnity payments, the duration of which would be subject to the scope of damage awards and settlements paid. Based on the settlements made to date and the number of claims dismissed or withdrawn for lack of product identification, the Company believes that the relief sought (when specified) does not bear a reasonable relationship to its potential liability. Based upon the Company's experience to date, including the trend in annual defense and settlement costs incurred to date, and other available information (including the availability of excess insurance), the Company does not believe that these cases will have a material adverse effect on its financial position and results of operations or cash flows. Metaldyne Corporation Prior to June 6, 2002, the Company was wholly-owned by Metaldyne Corporation ("Metaldyne"). In connection with the reorganization between TriMas and Metaldyne in June 2002, TriMas assumed certain liabilities and obligations of Metaldyne, mainly comprised of contractual obligations to former TriMas employees, tax related matters, benefit plan liabilities and reimbursements to Metaldyne of normal course payments to be made on TriMas' behalf. On January 11, 2007, Metaldyne merged into a subsidiary of Asahi Tec Corporation (“Asahi”) whereby Metaldyne became a wholly-owned subsidiary of Asahi. In connection with the consummation of the merger, Metaldyne dividended the 4,825,587 shares of the Company's common stock that it owned on a pro rata basis to the holders of Metaldyne's common stock at the time of such dividend. As a result of the merger, Metaldyne and the Company were no longer related parties. In addition, as a result of the merger, it has been asserted that Metaldyne may be obligated to accelerate funding and payment of actuarially determined amounts owing to seven former Metaldyne executives under a supplemental executive retirement plan (“SERP”). Under the stock purchase agreement between Metaldyne and Heartland Industrial Partners (“Heartland”), TriMas is required to reimburse Metaldyne, when billed, for its allocated portion of the amounts due to certain Metaldyne SERP participants, as defined. Subject to certain limited exceptions, Metaldyne and TriMas retained separate liabilities associated with the respective businesses following the reorganization in June 2002. Accordingly, the Company will indemnify and hold Metaldyne harmless from all liabilities associated with TriMas and its subsidiaries and the respective operations and assets, whenever conducted, and Metaldyne will indemnify and hold harmless Heartland and TriMas from all liabilities associated with Metaldyne and its subsidiaries (excluding TriMas and its subsidiaries) and their respective operations and assets, whenever conducted. In addition, TriMas agreed with Metaldyne to indemnify one another for its allocated share ( 42.01% with respect to TriMas and 57.99% with respect to Metaldyne) of liabilities not readily associated with either business, or otherwise addressed including certain costs related to other matters intended to effectuate other provisions of the agreement. These indemnification provisions survive indefinitely and are subject to a $50,000 deductible. On May 28, 2009, Metaldyne and its U.S. subsidiaries filed voluntary petitions in the United States Bankruptcy Court under Chapter 11 of the U.S. Bankruptcy Code. On February 23, 2010, the U.S. Bankruptcy Court confirmed the reorganization plan of Metaldyne and its U.S. subsidiaries. The Company continues to evaluate the impact of Metaldyne's reorganization plans on its estimated obligations to Metaldyne. At December 31, 2015 , TriMas has accrued an estimated liability to Metaldyne on its reported balance sheet of approximately $7.2 million . However, if Metaldyne is required to accelerate funding of these liabilities, TriMas may be obligated to reimburse Metaldyne up to approximately $9.6 million , which could result in future charges to the Company's statement of operations of up to $2.4 million . The Metaldyne bankruptcy distribution trust is expected to terminate in the third quarter of 2016, at which time a final assessment of the liabilities will be determined. Claims and Litigation The Company is subject to other claims and litigation in the ordinary course of business which the Company does not believe are material. In addition, a claim was recently made against the Company by a competitor alleging false advertising where, although no formal demand was made, the Company believed the competitor may be seeking in excess of $10 million . During the second quarter of 2015, the Company resolved the matter for approximately $2.8 million , inclusive of attorney fees and expenses. During the fourth quarter of 2015, the Company recorded an insurance reimbursement of $1.5 million related to this matter. The Company does not believe claims and litigation will have a material adverse effect on its financial position and results of operations or cash flows. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Pension and Profit-Sharing Benefits The Company provides a defined contribution profit sharing plan for the benefit of substantially all the Company's domestic salaried and non-union hourly employees. The plan contains both contributory and noncontributory profit sharing arrangements, as defined. Aggregate charges included in the accompanying statement of operations under this plan for both continuing and discontinued operations were approximately $5.2 million , $5.8 million and $5.6 million in 2015 , 2014 and 2013 , respectively. Certain of the Company's foreign and union hourly employees participate in defined benefit pension plans. Postretirement Benefits The Company provides postretirement medical and life insurance benefits, none of which are pre-funded, for certain of its retired employees. Plan Assets, Expenses and Obligations Plan assets, expenses and obligations for pension and postretirement benefit plans disclosed herein include both continuing and discontinued operations. Net periodic pension and postretirement benefit expense (income) recorded in the Company's statement of operations for defined benefit pension plans and postretirement benefit plans include the following components: Pension Benefit Postretirement Benefit 2015 2014 2013 2015 2014 2013 (dollars in thousands) Service cost $ 890 $ 760 $ 680 $ — $ — $ — Interest cost 1,580 1,760 1,610 20 30 40 Expected return on plan assets (1,840 ) (2,070 ) (1,810 ) — — — Settlement/curtailment 2,750 — — — — — Amortization of net (gain)/loss 1,340 1,120 1,280 (30 ) (90 ) (80 ) Net periodic benefit expense (income) $ 4,720 $ 1,570 $ 1,760 $ (10 ) $ (60 ) $ (40 ) During the second quarter of 2015, the Company recognized a one-time settlement charge associated with annuitizing the defined benefit obligations for certain current and former Cequent employees. The settlement charge of approximately $2.8 million is included in the income (loss) from discontinued operations in the accompanying consolidated statement of operations. The estimated net actuarial loss and prior service cost for the defined benefit pension and postretirement benefit plans that is expected to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in 2016 is approximately $0.9 million . Actuarial valuations of the Company's defined benefit pension and postretirement plans were prepared as of December 31, 2015 , 2014 and 2013 . Weighted-average assumptions used in accounting for the U.S. defined benefit pension plans and postretirement benefit plans are as follows: Pension Benefit Postretirement Benefit 2015 2014 2013 2015 2014 2013 Discount rate for obligations 4.62 % 4.17 % 5.01 % 4.21 % 3.89 % 4.48 % Discount rate for benefit costs 4.17 % 5.01 % 4.24 % 3.89 % 4.48 % 3.69 % Rate of increase in compensation levels N/A N/A N/A N/A N/A N/A Expected long-term rate of return on plan assets 7.50 % 7.50 % 7.50 % N/A N/A N/A The Company utilizes a high-quality (Aa) corporate bond yield curve as the basis for its domestic discount rate for its pension and postretirement benefit plans. Management believes this yield curve removes the impact of including additional required corporate bond yields (potentially considered in the above-median curve) resulting from the uncertain economic climate that does not necessarily reflect the general trend in high-quality interest rates. Actuarial valuations of the Company's non-U.S. defined benefit pension plans were prepared as of December 31, 2015 , 2014 and 2013 . Weighted-average assumptions used in accounting for the non-U.S. defined benefit pension plans are as follows: Pension Benefit 2015 2014 2013 Discount rate for obligations 3.80 % 3.70 % 4.50 % Discount rate for benefit costs 3.70 % 4.50 % 4.50 % Rate of increase in compensation levels 3.90 % 3.80 % 4.10 % Expected long-term rate of return on plan assets 4.90 % 5.60 % 5.40 % The Company reviews the employee demographic assumptions annually and updates these assumptions as necessary. During 2014, the mortality assumptions were updated to incorporate a new set of mortality tables. This resulted in an increase in the projected benefit obligation of the Company's defined benefit pension and postretirement benefit plans. The following provides a reconciliation of the changes in the Company's defined benefit pension and postretirement benefit plans' projected benefit obligations and fair value of assets for each of the years ended December 31, 2015 and 2014 and the funded status as of December 31, 2015 and 2014 : Pension Benefit Postretirement Benefit 2015 2014 2015 2014 (dollars in thousands) Changes in Projected Benefit Obligations Benefit obligations at January 1 $ (43,730 ) $ (38,230 ) $ (660 ) $ (810 ) Service cost (890 ) (760 ) — — Interest cost (1,580 ) (1,760 ) (20 ) (30 ) Participant contributions (60 ) (60 ) — — Actuarial gain (loss) (150 ) (6,470 ) 200 100 Benefit payments 1,640 2,230 70 80 Settlement payments 5,210 — — — Change in foreign currency 1,320 1,320 — — Projected benefit obligations at December 31 $ (38,240 ) $ (43,730 ) $ (410 ) $ (660 ) Changes in Plan Assets Fair value of plan assets at January 1 $ 32,610 $ 31,780 $ — $ — Actual return on plan assets 50 1,830 — — Employer contributions 3,640 2,340 70 80 Participant contributions 60 60 — — Benefit payments (1,640 ) (2,230 ) (70 ) (80 ) Settlement payment (5,210 ) — — — Change in foreign currency (1,240 ) (1,170 ) — — Fair value of plan assets at December 31 $ 28,270 $ 32,610 $ — $ — Funded status at December 31 $ (9,970 ) $ (11,120 ) $ (410 ) $ (660 ) Pension Benefit Postretirement Benefit 2015 2014 2015 2014 (dollars in thousands) Amounts Recognized in Balance Sheet Prepaid benefit cost $ 590 $ 790 $ — $ — Current liabilities (320 ) (320 ) (50 ) (70 ) Noncurrent liabilities (10,240 ) (11,590 ) (360 ) (590 ) Net liability recognized at December 31 $ (9,970 ) $ (11,120 ) $ (410 ) $ (660 ) Pension Benefit Postretirement Benefit 2015 2014 2015 2014 (dollars in thousands) Amounts Recognized in Accumulated Other Comprehensive (Income) Loss Unrecognized prior-service cost $ 80 $ 90 $ — $ — Unrecognized net loss/(gain) 18,570 21,420 (840 ) (670 ) Total accumulated other comprehensive (income) loss recognized at December 31 $ 18,650 $ 21,510 $ (840 ) $ (670 ) Accumulated Benefit Obligations Projected Benefit Obligations 2015 2014 2015 2014 (dollars in thousands) Benefit Obligations at December 31, Total benefit obligations $ (35,890 ) $ (41,450 ) $ (38,240 ) $ (43,730 ) Plans with benefit obligations exceeding plan assets Benefit obligations $ (17,940 ) $ (40,630 ) $ (37,560 ) $ (42,910 ) Plan assets 9,200 31,000 27,000 31,000 The assumptions regarding discount rates and expected return on plan assets can have a significant impact on amounts reported for benefit plans. A 25 basis point change in benefit obligation discount rates or 50 basis point change in expected return on plan assets would have the following affect: December 31, 2015 2015 Expense Pension Postretirement Benefit Pension Postretirement Benefit (dollars in thousands) Discount rate 25 basis point increase $ (1,370 ) $ (10 ) $ (90 ) $ — 25 basis point decrease $ 1,420 $ 10 $ 100 — Expected return on assets 50 basis point increase N/A N/A $ (150 ) N/A 50 basis point decrease N/A N/A $ 150 N/A The Company expects to make contributions of approximately $2.0 million to fund its pension plans during 2016 . Plan Assets The Company's overall investment goal is to provide for capital growth with a moderate level of volatility by investing assets in targeted allocation ranges. Specific long term investment goals include total investment return, diversity to reduce volatility and risk, and to achieve an asset allocation profile that reflects the general nature and sensitivity of the plans' liabilities. Investment goals are established after a comprehensive review of current and projected financial statement requirements, plan assets and liability structure, market returns and risks as well as special requirements of the plans. The Company reviews investment goals and actual results annually to determine whether stated objectives are still relevant and the continued feasibility of achieving the objectives. The actual weighted average asset allocation of the Company's domestic and foreign pension plans' assets at December 31, 2015 and 2014 and target allocations by class, were as follows: Domestic Pension Foreign Pension Actual Actual Target 2015 2014 Target 2015 2014 Equity securities 50%-70% 62 % 63 % 55 % 40 % 52 % Fixed income securities 30%-50% 36 % 35 % 45 % 46 % 48 % Cash and cash equivalents — 2 % 2 % — 14 % — % Total 100 % 100 % 100 % 100 % 100 % 100 % Actual allocations to each asset vary from target allocations due to periodic investment strategy changes, market value fluctuations and the timing of benefit payments and contributions. The expected long-term rate of return for both the domestic and foreign plans' total assets is based on the expected return of each of the above categories, weighted based on the target allocation for each class. Actual allocation is reviewed regularly and rebalancing investments to their targeted allocation range is performed when deemed appropriate. During 2015, the Company made higher than expected contributions to one of its foreign defined benefit plans as part of a recovery plan to reduce the plan's net funding deficit. As of December 31, 2015, the Company had not yet completed its investment allocation strategy with respect to the incremental contributions, with the funds remaining in a cash account and causing a deviation from the targeted asset allocation. In managing the plan assets, the Company reviews and manages risk associated with the funded status risk, interest rate risk, market risk, liquidity risk and operational risk. Investment policies reflect the unique circumstances of the respective plans and include requirements designed to mitigate these risks by including quality and diversification standards. The following table summarizes the level under the fair value hierarchy (see Note 3, " Summary of Significant Accounting Policies ") that the Company's pension plan assets are measured on a recurring basis as of December 31, 2015 : Total Level 1 Level 2 Level 3 Equity Securities Investment funds $ 13,980 $ — $ 13,980 $ — Fixed Income Securities Investment funds 7,920 — 7,920 — Corporate bonds 3,540 — 3,540 — Other (a) 110 — 110 — Cash and cash equivalents Short term investment funds 2,720 2,550 170 — Total $ 28,270 $ 2,550 $ 25,720 $ — ________________________________________ (a) Comprised of mortgage-backed, asset backed securities and non-government backed c.m.o.s. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Pension Benefit Postretirement Benefit (dollars in thousands) December 31, 2016 $ 1,490 $ 50 December 31, 2017 1,510 40 December 31, 2018 1,580 40 December 31, 2019 1,640 40 December 31, 2020 1,680 30 Years 2021-2025 9,420 130 The assumed health care cost trend rate used for purposes of calculating the Company's postretirement benefit obligation in 2015 was 7.5% for pre-65 plan participants, decreasing to an ultimate rate of 5.0% in 2022 and 7.0% for post-65 plan participants, decreasing to an ultimate rate of 5.0% in 2020 . A one-percentage point change in the assumed health care cost trend would have the following effects: One Percentage-Point Increase One Percentage-Point Decrease (dollars in thousands) Effect on total service and interest cost $ — $ — Effect on postretirement benefit obligation 30 (30 ) |
Equity Awards
Equity Awards | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Awards | Equity Awards The Company maintains the following long-term equity incentive plans (collectively, the "Plans"): Plan Names Shares Approved for Issuance Fungible Ratio TriMas Corporation Director Retainer Share Election Program 100,000 N/A 2011 Omnibus Incentive Compensation Plan 3,246,588 1.75:1 2006 Long Term Equity Incentive Plan 2,870,221 2:1 2002 Long Term Equity Incentive Plan 2,111,567 1:1 The fungible ratio presented above applies to restricted shares of common stock. Stock options and stock appreciation rights have a fungible ratio of 1:1 (one granted option/appreciation right counts as one share against the aggregate available to issue) under each Plan, if applicable. In addition, the 2002 Long Term Equity Incentive Plan expired in 2012, such that, while existing grants remain outstanding until exercised, vested or cancelled, no new shares may be issued under the plan. Spin-off of the Cequent businesses On June 30, 2015, due to the spin-off of the Cequent businesses, stock options and restricted shares previously granted to Cequent participants were cancelled and transferred to Horizon. On July 1, 2015, the Company adjusted the number of shares outstanding, and the exercise price of stock options, as required by the anti-dilution provisions of the Plans, to maintain the intrinsic value of the outstanding equity awards immediately post spin-off. Stock Options The Company did not grant any stock options during 2015 , 2014 and 2013 . Information related to stock options at December 31, 2015 is as follows: Number of Stock Options Weighted Average Option Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2015 (a) 298,095 $ 5.40 Exercised (83,242 ) 6.26 Cancelled (5,769 ) 5.95 Expired (2,961 ) 19.42 Outstanding at December 31, 2015 206,123 $ 4.84 2.6 $ 2,880,112 __________________________ (a) Beginning balance and weighted average option price have been retrospectively adjusted to give effect to the distribution ratio as required per the anti-dilution provisions of the Plans, resulting in 46,428 additional shares. As of December 31, 2015 , all 206,123 stock options outstanding were exercisable under the Plans. The fair value of options which vested during each of the years ended December 31, 2014 and 2013 was $0.1 million , respectively. The Company did not incur significant stock-based compensation expense related to stock options during the years ended December 31, 2015 , 2014 and 2013 . Restricted Shares The Company awarded 1,760 and 2,200 restricted stock grants to certain employees during 2015 and 2014 , respectively. These shares are subject only to a service condition and vest on the first anniversary date of the award so long as the employee remains with the Company. During 2015 , 2014 and 2013 , the Company issued 209,825 , 23,226 and 29,498 shares, respectively, of its common stock to certain employees which are subject only to a service condition and vest ratably over three years so long as the employee remains with the Company. The Company awarded 42,937 , 40,837 and 41,480 restr icted shares of co mmon stock to certain employees during 2015 , 2014 and 2013 , respectively. These shares are subject only to a service condition and vest on the first anniversary date of the award. The awards were made to participants in the Company's Short-Term Incentive Compensation Plan ("STI"), where all STI participants whose target STI annual award exceeds $20 thousand receive 80% of the value earned in cash and 20% in the form of a restricted stock award upon finalization of the award amount in the first quarter each year following the previous plan year. During 2015 , 2014 and 2013 , the Company granted 32,040 , 20,832 and 17,240 shares, respectively, of its common stock to its non-employee independent directors, which vest one year from date of grant so long as the director and/or Company does not terminate their service prior to the vesting date. During the third quarter of 2015 , the Company awarded 192,348 performance-based shares of common stock to certain Company key employees which vest on March 1, 2018, so long as the employee remains with the Company. The performance criteria for these awards is based on the Company's total shareholder return ("TSR") relative to the TSR of the common stock of a pre-defined industry peer-group, measured over a period beginning September 10, 2015 and ending December 31, 2017. TSR is calculated as the Company's average closing stock price for the 20-trading days at the end of the performance period plus Company dividends, divided by the Company's average closing stock price for the 20-trading days prior to the start of the performance period. Depending on the performance achieved, the amount of shares earned can vary from 0% of the target award to a maximum of 200% of the target award. The Company estimated the grant-date fair value and term of the awards subject to a market condition using a Monte Carlo simulation model, using the following weighted-average assumptions: risk-free interest rate of 0.85% and annualized volatility of 35.8% . The Company awarded 243,124 r estricted shares of common stock to certain Company key employees during the first quarter of 2014. Half of the restricted shares granted are service-based restricted stock units. These awards vest ratably over three years . The other half of the shares awarded were performance-based shares of common stock to certain Company key employees which were earned based upon the achievement of the Company's pre-spin earnings per share ("EPS") cumulative average growth rate ("EPS CAGR") and average return on invested capital performance metrics over a period of three calendar years, beginning January 1, 2014 and ending on December 31, 2016. In the third quarter of 2015, this award was modified due to the Company's spin-off of the Cequent businesses. At the time of the spin-off, the performance period was 50% complete; thus, the Company measured attainment for the half completed, and cancelled the remaining performance shares. The Company determined that the original performance metrics resulted in a 30% attainment of the target on a weighted average basis, resulting in a reduction of 35,096 shares during the third quarter of 2015. The Company awarded new performance-based grants of 86,924 restricted shares to these key employees, with the performance criteria based upon the Company's total TSR relative to the TSR of the common stock of a pre-defined industry peer-group and measured over the period beginning September 10, 2015 and ending December 31, 2016. Depending on the performance achieved, the amount of shares earned can vary from 0% of the target award to a maximum of 200% of the target award. These awards vest on March 5, 2017, so long as the employee remains with the Company. The Company estimated the grant-date fair value and term of the awards subject to a market condition using a Monte Carlo simulation model, using the following weighted-average assumptions: risk-free interest rate of 0.50% and annualized volatility of 38.8% . The Company awarded 238,808 r estricted shares to certain Company key employees during 2013 . Half of the restricted shares granted are service-based restricted stock units. These awards vest ratably over three years . The other half of the shares awarded were performance-based shares of common stock to certain Company key employees which were earned based upon the achievement of EPS CAGR and cash generation performance metrics over a period of three calendar years, beginning January 1, 2013 and ending on December 31, 2015. In the third quarter of 2015, this award was modified due to the spin-off of the Cequent businesses. Due to the timing of the spin-off, the Company considered the performance measurement period complete for certain employees, resulting in an attainment of 50% of the target on a weighted average basis, resulting in a reduction of 14,331 shares during the third quarter of 2015. During 2012, the Company awarded performance-based shares of common stock to certain Company key employees which were earned based upon the achievement of EPS CAGR and cash generation performance metrics over a period of three calendar years, beginning January 1, 2012 and ending on December 31, 2014. The Company attained 70.25% of the target on a weighted average basis, resulting in a reduction of 28,205 shares during the first quarter of 2015. The Company allows for its non-employee independent directors to make an annual election to defer all or a portion of their director fees and to receive the deferred amount in cash or equity. Certain of the Company's directors have elected to defer all or a portion of their director fees and to receive the amount in Company common stock at a future date. The Company issued 11,026 , 10,140 and 5,215 shares in 2015 , 2014 and 2013 , respectively, related to director fee deferrals. Information related to restricted shares at December 31, 2015 is as follows: Number of Unvested Restricted Shares Weighted Average Grant Date Fair Value Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2015 (a) 867,236 $ 24.66 Granted 576,860 23.49 Vested (340,493 ) 23.74 Cancelled (338,289 ) 25.68 Outstanding at December 31, 2015 765,314 $ 23.73 1.0 $ 14,273,106 __________________________ (a) Beginning balance and weighted average grant date fair value have been retrospectively adjusted to give effect to the distribution ratio as required per the anti-dilution provisions of the Plans, resulting in 141,777 additional shares. As of December 31, 2015 , there was approximately $8.1 million of unrecognized compensation cost related to unvested restricted shares that is expected to be recorded over a weighted-average period of 1.9 years. The Company recognized stock-based compensation expense related to restricted shares of approximately $6.3 million , $7.1 million and $8.8 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. The stock-based compensation expense is included in selling, general and administrative expenses in the accompanying statement of operations. |
Other Comprehensive Income (Not
Other Comprehensive Income (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Other Comprehensive Income [Abstract] | |
Other Comprehensive Income | Other Comprehensive Income Changes in AOCI by component for the year ended December 31, 2015 are summarized as follows, net of tax: Defined Benefit Plans Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance, December 31, 2014 $ (14,180 ) $ 610 $ 23,790 $ 10,220 Net unrealized losses arising during the period (a) (1,320 ) (3,610 ) (12,370 ) (17,300 ) Less: Net realized losses reclassified to net income (b) (3,130 ) (960 ) — (4,090 ) Net current-period other comprehensive income (loss) 1,810 (2,650 ) (12,370 ) (13,210 ) Less: Distribution of the Cequent businesses — 250 (8,560 ) (8,310 ) Balance, December 31, 2015 $ (12,370 ) $ (1,790 ) $ 2,860 $ (11,300 ) __________________________ (a) Defined benefit plans, net of income tax expense of $0.4 million . See Note 16 , " Employee Benefit Plans ," for additional details. Derivative instruments, net of income tax expense of $1.9 million . See Note 13 , " Derivative Instruments ," for further details. (b) Defined benefit plans, net of income tax expense of $1.8 million . See Note 16 , " Employee Benefit Plans ," for additional details. Derivative instruments, net of income tax expense of $0.3 million . See Note 13 , " Derivative Instruments ," for further details. Changes in AOCI by component for the year ended December 31, 2014 are summarized as follows, net of tax: Defined Benefit Plans Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance, December 31, 2013 $ (10,840 ) $ 1,060 $ 37,610 $ 27,830 Net unrealized losses arising during the period (a) (4,040 ) (900 ) (15,090 ) (20,030 ) Less: Net realized losses reclassified to net income (b) (700 ) (450 ) (1,270 ) (2,420 ) Net current-period other comprehensive loss (3,340 ) (450 ) (13,820 ) (17,610 ) Balance, December 31, 2014 $ (14,180 ) $ 610 $ 23,790 $ 10,220 __________________________ (a) Defined benefit plans, net of income tax expense of $2.0 million . See Note 16 , " Employee Benefit Plans ," for additional details. Derivative instruments, net of income tax expense of $0.6 million . See Note 13 , " Derivative Instruments ," for further details. (b) Defined benefit plans, net of income tax expense of $0.3 million . See Note 16 , "Employee Benefit Plans," for additional details. Derivative instruments, net of income tax expense of $0.3 million . See Note 13 , "Derivative Instruments," for further details. The Company reclassified approximately $1.3 million of foreign currency translation losses from AOCI into net income related to the restructuring of business during the year ended December 31, 2014 . See Note 7 , " Facility Closures and Sale of Business ," for additional details. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information TriMas groups its operating segments into reportable segments that provide similar products and services. Each operating segment has discrete financial information evaluated regularly by the Company's chief operating decision maker in determining resource allocation and assessing performance. Within these reportable segments, there are no individual products or product families for which reported net sales accounted for more than 10% of the Company's consolidated net sales. For purposes of this Note, the Company defines operating net assets as total assets less current liabilities. See below for more information regarding the types of products and services provided within each reportable segment: Packaging- Highly engineered closure and dispensing systems for a range of end markets, including steel and plastic industrial and consumer packaging applications. Aerospace -Permanent blind bolts, temporary fasteners, highly engineered specialty fasteners and other precision machined parts used in the commercial, business and military aerospace industries. Energy -Metallic and non-metallic industrial sealant products and fasteners for the petroleum refining, petrochemical and other industrial markets. Engineered Components -High-pressure and low-pressure cylinders for the transportation, storage and dispensing of compressed gases, and natural gas engines, compressors, gas production equipment and chemical pumps engineered at well sites for the oil and gas industry. Segment activity is as follows: Year ended December 31, 2015 2014 2013 (dollars in thousands) Net Sales Packaging $ 334,270 $ 337,710 $ 313,220 Aerospace 176,480 121,510 95,530 Energy 193,390 206,720 205,580 Engineered Components 159,840 221,360 185,370 Total $ 863,980 $ 887,300 $ 799,700 Operating Profit (Loss) Packaging $ 78,470 $ 77,850 $ 83,770 Aerospace 28,320 17,830 22,830 Energy (97,160 ) (6,660 ) 8,620 Engineered Components 18,240 34,080 19,450 Corporate (32,120 ) (36,450 ) (37,460 ) Total $ (4,250 ) $ 86,650 $ 97,210 Capital Expenditures Packaging $ 13,670 $ 13,730 $ 11,010 Aerospace 5,010 4,430 4,810 Energy 7,610 2,690 5,250 Engineered Components 2,320 1,690 2,190 Corporate 50 460 970 Total $ 28,660 $ 23,000 $ 24,230 Depreciation and Amortization Packaging $ 20,920 $ 20,410 $ 18,960 Aerospace 13,290 7,630 3,790 Energy 4,790 4,600 3,820 Engineered Components 4,200 4,460 4,270 Corporate 340 340 260 Total $ 43,540 $ 37,440 $ 31,100 Operating Net Assets Packaging $ 380,630 $ 398,530 $ 377,480 Aerospace 494,570 498,560 150,750 Energy 90,880 170,430 180,410 Engineered Components 67,460 65,910 73,780 Corporate (15,990 ) (28,320 ) (15,630 ) Subtotal from continuing operations 1,017,550 1,105,110 766,790 Discontinued operations — 213,360 240,690 Total operating net assets 1,017,550 1,318,470 1,007,480 Current liabilities 152,750 306,960 261,510 Consolidated total assets $ 1,170,300 $ 1,625,430 $ 1,268,990 The following table presents the Company's net sales for each of the years ended December 31 and operating net assets at each year ended December 31, attributed to each subsidiary's continent of domicile. There was no single non-U.S. country for which net sales and net assets were significant to the combined net sales and net assets of the Company taken as a whole. As of December 31, 2015 2014 2013 Net Sales Operating Net Assets Net Sales Operating (a) Net Sales Operating (a) (dollars in thousands) Non-U.S. Europe $ 70,760 $ 61,050 $ 75,350 $ 74,350 $ 74,760 $ 110,570 Australia 1,480 250 1,810 1,790 2,260 1,960 Asia 28,800 79,400 22,850 80,840 14,620 41,340 Other Americas 17,000 12,130 23,370 20,300 28,910 43,960 Total non-U.S 118,040 152,830 123,380 177,280 120,550 197,830 Total U.S. 745,940 864,720 763,920 927,830 679,150 568,960 Total $ 863,980 $ 1,017,550 $ 887,300 $ 1,105,110 $ 799,700 $ 766,790 ________________________________________ (a) Excludes discontinued operations. See Note 6 , " Discontinued Operations ". The Company's export sales from the U.S. approximated $82.7 million , $95.3 million and $85.8 million in 2015 , 2014 and 2013 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | Income Taxes The Company's income (loss) before income taxes and income tax expense for continuing operations, each by tax jurisdiction, consisted of the following: Year ended December 31, 2015 2014 2013 (dollars in thousands) Income (loss) before income taxes: Domestic $ (3,150 ) $ 67,300 $ 47,760 Foreign (18,970 ) 2,300 28,390 Total income (loss) before income taxes $ (22,120 ) $ 69,600 $ 76,150 Current income tax expense: Federal $ 12,150 $ 24,630 $ 13,020 State and local 1,080 3,440 1,740 Foreign 2,060 1,170 6,690 Total current income tax expense 15,290 29,240 21,450 Deferred income tax expense (benefit): Federal (1,980 ) (9,370 ) (2,420 ) State and local (1,530 ) (40 ) (1,280 ) Foreign (5,240 ) 2,880 (840 ) Total deferred income tax expense (8,750 ) (6,530 ) (4,540 ) Income tax expense $ 6,540 $ 22,710 $ 16,910 The components of deferred taxes at December 31, 2015 and 2014 are as follows: 2015 2014 (dollars in thousands) Deferred tax assets: Accounts receivable $ 550 $ 350 Inventories 5,680 5,680 Accrued liabilities and other long-term liabilities 27,550 34,430 Tax loss and credit carryforwards 4,660 12,420 Gross deferred tax asset 38,440 52,880 Valuation allowances (3,060 ) (5,980 ) Net deferred tax asset 35,380 46,900 Deferred tax liabilities: Property and equipment (16,340 ) (19,290 ) Goodwill and other intangible assets (26,600 ) (44,570 ) Other, principally deferred income (3,450 ) (5,020 ) Gross deferred tax liability (46,390 ) (68,880 ) Net deferred tax liability $ (11,010 ) $ (21,980 ) The following is a reconciliation of income tax expense computed at the U.S. federal statutory rate to income tax expense allocated to income from continuing operations before income taxes: 2015 2014 2013 (dollars in thousands) U.S. federal statutory rate 35 % 35 % 35 % Tax at U.S. federal statutory rate $ (7,740 ) $ 24,360 $ 26,650 State and local taxes, net of federal tax benefit (520 ) 2,520 280 Differences in statutory foreign tax rates 110 (200 ) (4,330 ) Change in recognized tax benefits (460 ) (2,490 ) (1,900 ) Goodwill impairment 11,430 — — Nontaxable gains (980 ) — (5,460 ) Restructuring (benefits)/charges — — 2,230 Noncontrolling interest — (280 ) (1,410 ) Research and manufacturing incentives (1,680 ) (1,920 ) (1,680 ) Tax on undistributed foreign earnings 610 50 290 Net change in valuation allowance 3,770 3,270 820 Other, net 2,000 (2,600 ) 1,420 Income tax expense $ 6,540 $ 22,710 $ 16,910 The Company has recorded deferred tax assets on $29.9 million of various state operating loss carryforwards and $9.5 million of various foreign operating loss carryforwards. The majority of the state tax loss carryforwards expire between 2024 and 2027 and the majority of the foreign losses have indefinite carryforward periods. In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. As of December 31, 2015 , the Company has not made a provision for U.S. or additional non-U.S. withholding taxes on approximately $87.2 million of undistributed earnings of non-U.S. subsidiaries that are considered to be permanently reinvested. Generally, such amounts become subject to U.S. taxation upon remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of deferred tax liability related to investments in these non-U.S. subsidiaries. Unrecognized tax benefits The Company has approximately $4.6 million and $5.3 million of unrecognized tax benefits ("UTBs") as of December 31, 2015 and 2014 , respectively. If the unrecognized tax benefits were recognized, the impact to the Company's effective tax rate would be to reduce reported income tax expense for the years ended December 31, 2015 and 2014 approximately $4.1 million and $4.8 million , respectively. A reconciliation of the change in the UTBs and related accrued interest and penalties for the years ended December 31, 2015 and 2014 is as follows: Unrecognized Tax Benefits (dollars in thousands) Balance at December 31, 2013 $ 8,470 Tax positions related to current year: Additions 390 Tax positions related to prior years: Additions 270 Reductions (1,280 ) Settlements — Lapses in the statutes of limitations (2,580 ) Balance at December 31, 2014 $ 5,270 Tax positions related to current year: Additions 240 Tax positions related to prior years: Additions 1,570 Reductions (360 ) Settlements (390 ) Lapses in the statutes of limitations (1,720 ) Balance at December 31, 2015 $ 4,610 In addition to the UTBs summarized above, the Company has recorded approximately $2.2 million in potential interest and penalties associated with uncertain tax positions as of December 31, 2015 and 2014 . The Company is subject to U.S. federal, state and local, and certain non-U.S. income tax examinations for tax years 2010 through 2014 . The Company is currently under audit by the Internal Revenue Service for tax year 2013. In addition, there are currently several state examinations and one foreign income tax examination in process. The Company does not believe that the results of these examinations will have a significant impact on the Company's tax position or its effective tax rate. During 2015, the Company concluded its 2011 U.S. examination as well as settled two foreign income tax examinations. The examination results did not have a significant impact on the Company's tax position or its effective tax rate. Management monitors changes in tax statutes and regulations and the issuance of judicial decisions to determine the potential impact to UTBs and is not aware of, nor does it anticipate, any material subsequent events that could have a significant impact on the Company's financial position during the next twelve months. |
Summary Quarterly Financial Dat
Summary Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary Quarterly Financial Data | Summary Quarterly Financial Data On June 30, 2015, the Company completed the spin-off of its Cequent businesses. The results of its operations have been presented as discontinued operations below for all periods presented. As of December 31, 2015 First Quarter Second Quarter Third Quarter Fourth Quarter (unaudited, dollars in thousands, except for per share data) Net sales $ 224,130 $ 224,900 $ 222,190 $ 192,760 Gross profit 62,920 61,720 62,470 49,000 Income (loss) from continuing operations (a) 11,940 8,490 11,710 (60,800 ) Income (loss) from discontinued operations, net of income taxes 2,040 (6,780 ) — — Net income (loss) 13,980 1,710 11,710 (60,800 ) Earnings (loss) per share attributable to TriMas Corporation—basic: Continuing operations $ 0.26 $ 0.19 $ 0.26 $ (1.35 ) Discontinued operations 0.05 (0.15 ) — — Net income (loss) per share $ 0.31 $ 0.04 $ 0.26 $ (1.35 ) Weighted average shares—basic 44,997,961 45,150,827 45,157,412 45,188,303 Earnings (loss) per share attributable to TriMas Corporation—diluted: Continuing operations $ 0.26 $ 0.19 $ 0.26 $ (1.35 ) Discontinued operations 0.05 (0.15 ) — — Net income (loss) per share $ 0.31 $ 0.04 $ 0.26 $ (1.35 ) Weighted average shares—diluted 45,400,843 45,418,907 45,499,104 45,188,303 ________________________________________ (a) Loss from continuing operations for the fourth quarter of 2015 includes pre-tax goodwill and indefinite-lived intangible asset impairment charges of $75.7 million . See Note 8 , " Goodwill and Other Intangible Assets ", for further details. As of December 31, 2014 First Quarter Second Quarter Third Quarter Fourth Quarter (unaudited, dollars in thousands, except for per share data) Net sales $ 216,830 $ 224,710 $ 222,330 $ 223,430 Gross profit 60,440 62,760 59,870 53,940 Income from continuing operations 13,690 14,440 11,090 7,670 Income (loss) from discontinued operations, net of income taxes 5,690 11,760 11,140 (6,200 ) Net income 19,380 26,200 22,230 1,470 Less: Net income attributable to noncontrolling interests 810 — — — Net income attributable to TriMas Corporation 18,570 26,200 22,230 1,470 Earnings (loss) per share attributable to TriMas Corporation—basic: Continuing operations $ 0.29 $ 0.32 $ 0.24 $ 0.17 Discontinued operations 0.12 0.26 0.25 (0.14 ) Net income per share $ 0.41 $ 0.58 $ 0.49 $ 0.03 Weighted average shares—basic 44,768,594 44,901,090 44,919,340 44,938,675 Earnings (loss) per share attributable to TriMas Corporation—diluted: Continuing operations $ 0.29 $ 0.32 $ 0.24 $ 0.17 Discontinued operations 0.12 0.26 0.25 (0.14 ) Net income per share $ 0.41 $ 0.58 $ 0.49 $ 0.03 Weighted average shares—diluted 45,186,114 45,230,862 45,276,199 45,384,460 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation. The accompanying consolidated financial statements include the accounts and transactions of TriMas and its subsidiaries. Intercompany transactions have been eliminated. The Company records the initial carrying amount of redeemable noncontrolling interests at fair value. In the event a redeemable noncontrolling interest is present at the end of a reporting period, the Company adjusts the carrying amount to the greater of (1) the initial carrying amount, increased or decreased for the redeemable noncontrolling interests' share of net income or loss, their share of comprehensive income or loss and dividends and (2) the redemption value as determined by a specified multiple of earnings, as defined. This method views the end of the reporting period as if it were also the redemption date for the redeemable noncontrolling interests. The Company conducts a quarterly review to determine if the fair value of the redeemable noncontrolling interests is less than the redemption value. If the fair value of the redeemable noncontrolling interests is less than the redemption value, there may be a charge to earnings per share attributable to TriMas Corporation. |
Use of Estimates | Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and other intangibles, valuation allowances for receivables, inventories and deferred income tax assets, valuation of derivatives, estimated future unrecoverable lease costs, estimated unrecognized tax benefits, reserves for asbestos and ordinary course litigation, assets and obligations related to employee benefits and valuation of redeemable non-controlling interests. Actual results may differ from such estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents. The Company considers cash on hand and on deposit and investments in all highly liquid debt instruments with initial maturities of three months or less to be cash and cash equivalents. |
Receivables | Receivables. Receivables are presented net of allowances for doubtful accounts of approximately $3.7 million and $2.2 million at December 31, 2015 and 2014 , respectively. The Company monitors its exposure for credit losses and maintains allowances for doubtful accounts based upon the Company's best estimate of probable losses inherent in the accounts receivable balances. The Company does not believe that significant credit risk exists due to its diverse customer base. |
Sales of Receivables | Sales of Receivables. The Company may, from time to time, sell certain of its receivables to third parties. Sales of receivables are recognized at the point in which the receivables sold are transferred beyond the reach of the Company and its creditors, the purchaser has the right to pledge or exchange the receivables and the Company has surrendered control over the transferred receivables. |
Inventories | Inventories. Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out method. Direct materials, direct labor and allocations of variable and fixed manufacturing-related overhead are included in inventory cost. |
Property and Equipment | Property and Equipment. Property and equipment additions, including significant improvements, are recorded at cost. Upon retirement or disposal of property and equipment, the cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in the accompanying statement of operations. Repair and maintenance costs are charged to expense as incurred. |
Depreciation and Amortization and Impairment of Long-Lived Assets and Definted-Lived Intangible Assets | Depreciation and Amortization. Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: building and land/building improvements three to 40 years, and machinery and equipment, three to 15 years. Capitalized debt issuance costs are amortized over the underlying terms of the related debt securities. Customer relationship intangibles are amortized over periods ranging from five to 25 years, while technology and other intangibles are amortized over periods ranging from one to 30 years. Impairment of Long-Lived Assets and Definite-Lived Intangible Assets. The Company reviews, on at least a quarterly basis, the financial performance of its businesses for indicators of impairment. In reviewing for impairment indicators, the Company also considers events or changes in circumstances such as business prospects, customer retention, market trends, potential product obsolescence, competitive activities and other economic factors. An impairment loss is recognized when the carrying value of an asset group exceeds the future net undiscounted cash flows expected to be generated by that asset group. The impairment loss recognized is the amount by which the carrying value of the asset group exceeds its fair value. |
Goodwill and Indefinite-Lived Intangibles | Goodwill. The Company assesses goodwill for impairment on an annual basis by reviewing relevant qualitative and quantitative factors. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events that take place. If carrying value exceeds fair value, a possible impairment exists and further evaluation is performed. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. For purposes of the Company's 2015 goodwill impairment test, the Company had 10 reporting units within its four reportable segments, all of which had goodwill. See Note 8 , " Goodwill and Other Intangible Assets ," for further details regarding the Company's 2015 goodwill impairment testing. In conducting a qualitative assessment, the Company considers relevant events and circumstances that affect the fair value or carrying amount of a reporting unit. Such events and circumstances can include macroeconomic conditions, industry and market considerations, overall financial performance, entity and reporting unit specific events, and capital markets pricing. The Company considers the extent to which each of the adverse events and circumstances identified affect the comparison of a reporting unit's fair value with its carrying amount. The Company places more weight on the events and circumstances that most affect a reporting unit's fair value or the carrying amount of its net assets. The Company considers positive and mitigating events and circumstances that may affect its determination of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company also considers recent valuations of its reporting units, including the difference between the most recent fair value estimate and the carrying amount. These factors are all considered by management in reaching its conclusion about whether to perform the first step of the quantitative goodwill impairment test. If management concludes that further testing is required, the Company performs a quantitative valuation to estimate the fair value of its reporting units. If the Company concludes that conducting a quantitative assessment is required, it performs the first step of a two-step goodwill impairment test. For the first step ("Step I"), the Company estimates the fair value of the reporting unit being evaluated utilizing a combination of three valuation techniques: discounted cash flow (income approach), market comparable method (market approach) and market capitalization (direct market data method). The income approach is based on management's operating plan and internal five-year forecast and utilizes forward-looking assumptions and projections, but considers factors unique to each reporting unit and related long-range plans that may not be comparable to other companies and that are not yet public. The market approach considers potentially comparable companies and transactions within the industries where the Company's reporting units participate, and applies their trading multiples to the Company's reporting units. This approach utilizes data from actual marketplace transactions, but reliance on its results is limited by difficulty in identifying companies that are specifically comparable to the Company's reporting units, considering the diversity of the Company's businesses, the relative sizes and levels of complexity. The Company also uses the direct market data method by comparing its book value and the estimates of fair value of the reporting units to the Company's market capitalization as of and at dates near the annual testing date. Management uses this comparison as additional evidence of the fair value of the Company, as its market capitalization may be suppressed by other factors such as the control premium associated with a controlling shareholder, the Company's degree of leverage and the float of the Company's common stock. Management evaluates and weights the results based on a combination of the income and market approaches, and, in situations where the income approach results differ significantly from the market and direct data approaches, management re-evaluates and adjusts, if necessary, its assumptions. Based on the Step I test, if it is determined that the carrying value of the reporting unit is higher than its fair value, there is an indication that an impairment may exist and the second step ("Step II") must be performed to measure the amount of impairment loss, if any. In Step II, the Company determines the implied fair value of the reporting unit goodwill in the same manner as if the reporting unit was being acquired in a business combination and compares the implied fair value of the reporting unit goodwill to the carrying value of the goodwill. If the implied fair value of the goodwill is less than the carrying value, goodwill is impaired and is written down to the implied fair value amount. Indefinite-Lived Intangibles. The Company assesses indefinite-lived intangible assets (primarily trademark/trade names) for impairment on an annual basis by reviewing relevant qualitative and quantitative factors. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events that take place. If carrying value exceeds fair value, a possible impairment exists and further evaluation is performed. In conducting a qualitative assessment, the Company considers relevant events and circumstances to determine whether it is more likely than not that the fair values of the indefinite-lived intangible assets are less than the carrying values. In addition to the events and circumstances that the Company considers above in its qualitative analysis for potential goodwill impairment, the Company also considers legal, regulatory and contractual factors that could affect the fair value or carrying amount of the Company's indefinite-lived intangible assets. The Company also considers recent valuations of its indefinite-lived intangible assets, including the difference between the most recent fair value estimates and the carrying amounts. These factors are all considered by management in reaching its conclusion about whether it is more likely than not that the fair values of the indefinite-lived intangible assets are less than the carrying values. If management concludes that further testing is required, the Company performs a quantitative valuation to estimate the fair value of its indefinite-lived intangible assets. In conducting the quantitative impairment analysis, the Company determines the fair value of its indefinite-lived intangible assets using the relief-from-royalty method. The relief-from-royalty method involves the estimation of appropriate market royalty rates for the indefinite-lived intangible assets and the application of these royalty rates to forecasted net sales attributable to the intangible assets. The resulting cash flows are then discounted to present value, using a rate appropriately reflecting the risks inherent in the cash flows, which is compared to the carrying value of the assets. If the carrying value exceeds fair value, an impairment is recorded. See Note 8 , " Goodwill and Other Intangible Assets ," for further details regarding the Company's 2015 indefinite-lived intangible asset impairment testing. |
High Deductible Insurance | High Deductible Insurance. The Company generally, has a high deductible insurance plan for losses and liabilities related to workers' compensation, health and welfare claims and comprehensive general, product and vehicle liability. The Company is generally responsible for up to $0.5 million per occurrence under its retention program for workers' compensation, between $0.3 million and $2.0 million per occurrence under its retention programs for comprehensive general, product and vehicle liability, and has a $0.3 million per occurrence stop-loss limit with respect to its group medical plan. Total insurance limits under these retention programs vary by year for comprehensive general, product and vehicle liability and extend to the applicable statutory limits for workers' compensation. Reserves for claims losses, including an estimate of related litigation defense costs, are recorded based upon the Company's estimates of the aggregate liability for claims incurred using actuarial assumptions about future events. Changes in assumptions for factors such as medical costs and actual experience could cause these estimates to change. |
Pension Plans and Postretirement Benefits Other Than Pensions | Pension Plans and Postretirement Benefits Other Than Pensions. Annual net periodic pension expense and benefit liabilities under defined benefit pension plans are determined on an actuarial basis. Assumptions used in the actuarial calculations could have a significant impact on plan obligations, and a lesser impact on current period expense. Annually, the Company reviews the actual experience compared to the more significant assumptions used and makes adjustments to the assumptions, if warranted. The healthcare trend rates are reviewed based upon actual claims experience. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based upon actual historical returns and a review of other public company pension asset return data, modified for known changes in the market and any expected change in investment policy. Postretirement benefits are not funded and it is the Company's policy to pay these benefits as they become due. |
Revenue Recognition | Revenue Recognition. Revenues are recognized when products are shipped or services are provided to customers, the customer takes ownership and assumes risk of loss, the sales price is fixed and determinable and collectability is reasonably assured. Net sales is comprised of gross revenues less estimates of expected returns, trade discounts and customer allowances, which include incentives such as volume discounts and other supply agreements in connection with various programs. Such deductions are recorded during the period the related revenue is recognized. |
Cost of Sales | Cost of Sales. Cost of sales includes material, labor and overhead costs incurred in the manufacture of products sold in the period. Material costs include raw material, purchased components, outside processing and inbound freight costs. Overhead costs consist of variable and fixed manufacturing costs, wages and fringe benefits, and purchasing, receiving and inspection costs. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses. Selling, general and administrative expenses include the following: costs related to the advertising, sale, marketing and distribution of the Company's products, shipping and handling costs, amortization of customer intangible assets, costs of finance, human resources, legal functions, executive management costs and other administrative expenses. |
Research and Development Costs | Research and Development Costs. Research and development ("R&D") costs are expensed as incurred. R&D expenses were approximately $0.6 million , $0.8 million and $0.7 million for the years ended December 31, 2015 , 2014 and 2013 , respectively, and are included in cost of sales in the accompanying statement of operations. |
Advertising and Sales Promotion Costs | Advertising and Sales Promotion Costs. Advertising and sales promotion costs are expensed as incurred. Advertising costs were approximately $0.7 million , $0.9 million and $0.7 million for the years ended December 31, 2015 , 2014 and 2013 , respectively, and are included in selling, general and administrative expenses in the accompanying statement of operations. |
Income Taxes | Income Taxes. The Company computes income taxes using the asset and liability method, whereby deferred income taxes using current enacted tax rates are provided for the temporary differences between the financial reporting basis and the tax basis of assets and liabilities and for operating loss and tax credit carryforwards. The Company determines valuation allowances based on an assessment of positive and negative evidence on a jurisdiction-by-jurisdiction basis and records a valuation allowance to reduce deferred tax assets to the amount more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. |
Foreign Currency Translation | Foreign Currency Translation. The financial statements of subsidiaries located outside of the United States are measured using the currency of the primary economic environment in which they operate as the functional currency. When translating into U.S. dollars, income and expense items are translated at average monthly exchange rates and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Translation adjustments resulting from translating the functional currency into U.S. dollars are deferred as a component of accumulated other comprehensive income (loss) in the statement of shareholders' equity. Net foreign currency transaction losses were approximately $0.2 million , $1.3 million and $0.9 million for each of the years ended December 31, 2015 , 2014 and 2013 , respectively, and are included in other expense, net in the accompanying statement of operations. |
Derivative Financial Instruments | Derivative Financial Instruments. The Company records all derivative financial instruments at fair value on the balance sheet as either assets or liabilities, and changes in their fair values are immediately recognized in earnings if the derivatives do not qualify as effective hedges. If a derivative is designated as a fair value hedge, then changes in the fair value of the derivative are offset against the changes in the fair value of the underlying hedged item. If a derivative is designated as a cash flow hedge, then the effective portion of the changes in the fair value of the derivative is recognized as a component of other comprehensive income until the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable of occurring. The Company formally documents hedging relationships for all derivative transactions and the underlying hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions. See Note 13 , " Derivative Instruments ," for further information on the Company's financial instruments. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. In accounting for and disclosing the fair value of these instruments, the Company uses the following hierarchy: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and • Level 3 inputs are unobservable inputs for the asset or liability. Valuation of the Company's interest rate swaps are based on the income approach, which uses observable inputs such as interest rate yield curves. The carrying value of financial instruments reported in the balance sheet for current assets and current liabilities approximates fair value due to the short maturity of these instruments. The Company's term loan A traded at 99.6% and 99.5% of par value as of December 31, 2015 and 2014 , respectively. |
Business Combinations | Business Combinations. The Company records assets acquired and liabilities assumed from acquisitions at fair value. The fair value of working capital accounts generally approximate book value. The valuation of inventory, property, plant and equipment, and intangible assets require significant assumptions. Inventory is recorded at fair value based on the estimated selling price less costs to sell, including completion, disposal and holding period costs with a reasonable profit margin. Property, plant and equipment is recorded at fair value using a combination of both the cost and market approaches for both the real and personal property acquired. Under the cost approach, consideration is given to the amount required to construct or purchase a new asset of equal value at current prices, with adjustments in value for physical deterioration, as well as functional and economic obsolescence. Under the market approach, recent transactions for similar types of assets are used as the basis for estimating fair value. For trademark/trade names and technology and other intangible assets, the estimated fair value is based on projected discounted future net cash flows using the relief-from-royalty method. For customer relationship intangible assets, the estimated fair value is based on projected discounted future cash flows using the excess earnings method. The relief-from-royalty and excess earnings method are both income approaches that utilize key assumptions such as forecasts of revenue and expenses over an extended period of time, royalty rate percentages, tax rates, and estimated costs of debt and equity capital to discount the projected cash flows. |
Earnings Per Share | Earnings Per Share. Net earnings are divided by the weighted average number of shares outstanding during the year to calculate basic earnings per share. Diluted earnings per share are calculated to give effect to stock options and other stock-based awards. For the year ended December 31, 2015 , no restricted shares were included in the computation of net income (loss) per share because to do so would be anti-dilutive. The calculation of diluted earnings per share included 245,828 and 293,021 restricted shares for the years ended December 31, 2014 and 2013 , respectively. Options to purchase 206,123 , 251,667 and 342,448 shares of common stock were outstanding at December 31, 2015 , 2014 and 2013 , respectively. For the year ended December 31, 2015 , no options to purchase shares of common stock were included in the computation of net income (loss) per share because to do so would have been anti-dilutive. The calculation of dilutive earnings per share included 141,656 and 176,428 options to purchase shares of common stock for the years ended December 31, 2014 and 2013 , respectively. |
Stock-based Compensation | Stock-based Compensation. The Company recognizes compensation expense related to equity awards based on their fair values as of the grant date. In addition, the Company periodically updates its estimate of attainment for each restricted share with a performance factor based on current and forecasted results, reflecting the change from prior estimate, if any, in current period compensation expense. The disclosed number of shares granted considers only the targeted number of shares until such time that the performance condition has been satisfied. If the performance conditions are not achieved, no award is earned. |
Other Comprehensive Income | Other Comprehensive Income. The Company refers to other comprehensive income as revenues, expenses, gains and losses that under accounting principles generally accepted in the United States of America are included in comprehensive income but are excluded from net earnings as these amounts are recorded directly as an adjustment to stockholders' equity. Other comprehensive income is comprised of foreign currency translation adjustments, amortization of prior service costs and unrecognized gains and losses in actuarial assumptions for pension and postretirement plans and changes in unrealized gains and losses on derivatives. |
Reclassifications | Reclassifications. Certain prior year amounts have been reclassified to conform with the current year presentation. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Schedule of Purchase Price Allocation | The following table summarizes the fair value of consideration paid for Allfast, and the assets acquired and liabilities assumed: October 17, 2014 (dollars in thousands) Consideration Cash paid, net of cash acquired $ 351,220 Deferred purchase price (a) 15,730 Total consideration $ 366,950 Recognized amounts of identifiable assets acquired and liabilities assumed Receivables $ 8,950 Inventories 19,850 Intangible assets other than goodwill (b) 165,000 Prepaid expenses and other assets 340 Property and equipment, net 26,490 Accounts payable and accrued liabilities (2,620 ) Total identifiable net assets 218,010 Goodwill (c) 148,940 $ 366,950 ___________________________ (a) Of the deferred purchase price, approximately $8.7 million , represents the Company's best estimate of the underlying obligations for certain tax amounts the Company has agreed to reimburse the previous owner in order to acquire additional tax attributes. During 2015, the Company paid $5.2 million of such amount and the remaining $3.5 million liability was removed, with a corresponding reduction to goodwill, due to the finalization of the Seller's tax liability. In addition, deferred purchase price includes approximately $7.0 million of other liabilities which the Company has agreed to pay on behalf of the previous owner, of which approximately $4.9 million was paid through December 31, 2015. (b) Consists of approximately $83.0 million of customer relationships with an estimated useful life of 18 years, $33.0 million of technology and other intangible assets with an estimated useful life of 15 years and $49.0 million of trademark/trade name with an indefinite useful life. (c) All of the goodwill was assigned to the Company's Aerospace reportable segment and is expected to be deductible for tax purposes. | While the individual and aggregate historical and current year revenue and earnings associated with the Company's 2013 acquisitions is not significant compared to the Company's total results of operations, the following information has been provided to summarize the aggregate fair value of consideration paid for the acquisitions, the assets acquired and liabilities assumed. Year ended December 31, 2013 (dollars in thousands) Consideration Initial cash paid net of cash acquired $ 84,790 Deferred/contingent consideration (a) 4,280 Total consideration $ 89,070 Recognized amounts of identifiable assets acquired and liabilities assumed Receivables $ 7,240 Inventories 16,630 Intangible assets other than goodwill (b) 29,020 Prepaid expenses and other assets 8,420 Property and equipment, net 10,080 Accounts payable and accrued liabilities (6,950 ) Deferred income taxes (4,260 ) Other long-term liabilities (8,410 ) Total identifiable net assets 51,770 Goodwill 37,300 $ 89,070 __________________________ (a) Deferred/contingent consideration included approximately $2.6 million of both short-term and long-term deferred purchase price, based on set amounts and fixed payment schedules per the purchase agreement, and an additional $1.7 million of contingent consideration to be paid, if earned, based on a multiple of future earnings, as defined. (b) Consists of approximately $23.1 million of customer relationships with an estimated weighted average useful life of 10 years, $1.4 million of technology and other intangible assets with an estimated weighted average useful life of four years and $4.5 million of trademark/trade names with an indefinite useful life. |
Business Acquisition, Pro Forma Information | The following table summarizes the supplemental pro forma results of the combined entity as if the acquisition had occurred on January 1, 2013. The supplemental pro forma information presented below is for informational purposes and is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated on January 1, 2013: Pro forma Combined (a) Year ended December 31, 2014 2013 (dollars in thousands) Net sales $ 936,440 $ 853,590 Net income attributable to TriMas Corporation $ 49,590 $ 56,550 ___________________________ (a) The supplemental pro forma results reflect certain material adjustments, as follows: 1. Pre-tax pro forma adjustments for amortization expense of $6.0 million and $6.8 million for the years ended December 31, 2014 and December 31, 2013 on the intangible assets associated with the acquisition. 2. Pre-tax pro forma adjustments of $4.9 million and $7.1 million for the years ended December 31, 2014 and December 31, 2013, respectively, to reflect interest expense incurred on the incremental term loan A and revolver borrowings incurred in order to fund the acquisition. | |
Redeemable Noncontrolling Interest | As part of purchasing the remaining membership interest, the Company finalized the calculation of the redeemable noncontrolling interest as of March 11, 2014. Changes in the carrying amount of redeemable noncontrolling interest are summarized as follows: Redeemable Noncontrolling interest (dollars in thousands) Balance, December 31, 2012 $ 26,780 Distributions to noncontrolling interests (2,710 ) Net income attributable to noncontrolling interests 4,520 Redemption value adjustments for noncontrolling interests 890 Balance, December 31, 2013 $ 29,480 Distributions to noncontrolling interests (580 ) Net income attributable to noncontrolling interests 810 Balance, March 11, 2014 $ 29,710 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | Results of discontinued operations, including the discontinued Cequent businesses and NI Industries, are summarized as follows: Year ended December 31, 2015 2014 2013 (dollars in thousands) Net sales $ 300,900 $ 615,260 $ 595,160 Cost of sales (227,860 ) (468,060 ) (467,800 ) Gross profit 73,040 147,200 127,360 Selling, general and administrative expenses (72,360 ) (111,900 ) (104,040 ) Operating profit 680 35,300 23,320 Interest expense (2,540 ) (5,430 ) (3,060 ) Other expense, net (1,970 ) 4,170 2,370 Other expense, net (4,510 ) (1,260 ) (690 ) Income (loss) from discontinued operations, before income taxes (3,830 ) 34,040 22,630 Income tax expense (910 ) (11,650 ) (1,800 ) Income (loss) from discontinued operations, net of tax $ (4,740 ) $ 22,390 $ 20,830 The carrying value of the assets and liabilities immediately preceding the spin-off of the Cequent businesses on June 30, 2015, and as of December 31, 2014 were as follows: Immediately preceding the spin-off on June 30, 2015 December 31, Assets Current assets: Cash and cash equivalents $ 17,050 $ — Receivables, net 92,750 63,520 Inventories 125,750 123,370 Prepaid expenses and other current assets 6,520 5,690 Total current assets 242,070 192,580 Property and equipment, net 48,870 55,180 Goodwill 5,630 6,580 Other intangibles, net 61,400 66,510 Other assets 16,390 12,410 Total assets $ 374,360 $ 333,260 Liabilities Current liabilities: Current maturities, long-term debt $ 17,940 $ 460 Accounts payable 81,830 81,500 Accrued liabilities 44,190 37,940 Total current liabilities 143,960 119,900 Long-term debt 195,460 300 Deferred income taxes 4,860 4,610 Other long-term liabilities 27,900 25,990 Total liabilities $ 372,180 $ 150,800 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 are as follows: Engineered Packaging Aerospace Energy Components Total (dollars in thousands) Balance, December 31, 2013 $ 158,060 $ 61,080 $ 75,920 $ 7,420 $ 302,480 Goodwill from acquisitions 15,810 149,050 — — 164,860 Foreign currency translation and other (4,520 ) — (2,740 ) — (7,260 ) Balance, December 31, 2014 $ 169,350 $ 210,130 $ 73,180 $ 7,420 $ 460,080 Goodwill from acquisitions — (3,500 ) — 2,320 (1,180 ) Impairment charge — — (70,930 ) (3,180 ) (74,110 ) Foreign currency translation and other (3,620 ) — (2,250 ) — (5,870 ) Balance, December 31, 2015 $ 165,730 $ 206,630 $ — $ 6,560 $ 378,920 |
Schedule of Intangible Assets (excluding Goodwill) by Major Class | The gross carrying amounts and accumulated amortization of the Company's other intangibles as of December 31, 2015 and 2014 are summarized below. The Company amortizes these assets over periods ranging from one to 30 years. As of December 31, 2015 As of December 31, 2014 Intangible Category by Useful Life Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization (dollars in thousands) Finite-lived intangible assets: Customer relationships, 5 - 12 years $ 74,890 $ (25,960 ) $ 75,300 $ (18,180 ) Customer relationships, 15 - 25 years 132,230 (38,060 ) 132,230 (31,140 ) Total customer relationships 207,120 (64,020 ) 207,530 (49,320 ) Technology and other, 1 - 15 years 57,860 (22,770 ) 58,040 (18,750 ) Technology and other, 17 - 30 years 43,300 (29,250 ) 43,300 (27,150 ) Total technology and other 101,160 (52,020 ) 101,340 (45,900 ) Indefinite-lived intangible assets: Trademark/Trade names 81,630 — 83,770 — Total other intangible assets $ 389,910 $ (116,040 ) $ 392,640 $ (95,220 ) |
Schedule of Finite-Lived Intangible Assets, Amortization Expense | Amortization expense related to intangible assets as included in the accompanying consolidated statement of operations is summarized as follows: Year ended December 31, 2015 2014 2013 (dollars in thousands) Technology and other, included in cost of sales $ 6,010 $ 5,030 $ 4,460 Customer relationships, included in selling, general and administrative expenses 14,960 11,030 7,830 Total amortization expense $ 20,970 $ 16,060 $ 12,290 |
Schedule of Expected Amortization Expense [Table Text Block] | Estimated amortization expense for the next five fiscal years beginning after December 31, 2015 is as follows: Year ended December 31, Estimated Amortization Expense (dollars in thousands) 2016 $20,340 2017 $20,090 2018 $19,660 2019 $19,240 2020 $18,310 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories consist of the following components: December 31, December 31, (dollars in thousands) Finished goods $ 101,480 $ 104,760 Work in process 23,620 24,300 Raw materials 42,270 42,200 Total inventories $ 167,370 $ 171,260 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consists of the following components: December 31, December 31, (dollars in thousands) Land and land improvements $ 14,820 $ 14,710 Building and building improvements 67,790 60,570 Machinery and equipment 274,650 262,670 357,260 337,950 Less: Accumulated depreciation 176,130 160,480 Property and equipment, net $ 181,130 $ 177,470 |
Depreciation Expense | Depreciation expense as included in the accompanying consolidated statement of operations is as follows: Year ended December 31, 2015 2014 2013 (dollars in thousands) Depreciation expense, included in cost of sales $ 19,730 $ 18,450 $ 16,210 Depreciation expense, included in selling, general and administrative expense 2,840 2,930 2,600 Total depreciation expense $ 22,570 $ 21,380 $ 18,810 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | December 31, December 31, (dollars in thousands) High deductible insurance $ 6,580 $ 7,960 Wages and bonus 16,820 13,670 Other 27,080 38,520 Total accrued liabilities $ 50,480 $ 60,150 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's long-term debt consists of the following: December 31, December 31, (dollars in thousands) Credit Agreement $ 371,820 $ 559,530 Receivables facility and other 53,860 79,040 Debt issuance costs (6,050 ) (7,760 ) 419,630 630,810 Less: Current maturities, long-term debt 13,850 23,400 Long-term debt, net $ 405,780 $ 607,410 |
Schedule of Maturities of Long-term Debt | Future maturities of the face value of long-term debt at December 31, 2015 are as follows: Year Ending December 31: (dollars in thousands) 2016 $ 13,850 2017 13,850 2018 15,530 2019 20,630 2020 361,820 Total $ 425,680 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of December 31, 2015 and 2014 , the fair value carrying amount of the Company's derivatives designated as hedging instruments are recorded as follows: Asset / (Liability) Derivatives Balance Sheet Caption December 31, 2015 December 31, 2014 (dollars in thousands) Derivatives designated as hedging instruments Interest rate swaps Other assets $ 430 $ 1,270 Interest rate swaps Accrued liabilities (150 ) (180 ) Interest rate swaps Other long-term liabilities (3,180 ) — Total derivatives designated as hedging instruments $ (2,900 ) $ 1,090 |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The following tables summarize the income (loss) recognized in accumulated other comprehensive income ("AOCI"), the amounts reclassified from AOCI into earnings and the amounts recognized directly into earnings as of December 31, 2015 and 2014 and for the years ended December 31, 2015 , 2014 and 2013 : Amount of Income (Loss) Recognized Location of Income (Loss) Reclassified from AOCI into Earnings Amount of Income (Loss) Reclassified from As of December 31, Year ended December 31, 2015 2014 2015 2014 2013 (dollars in thousands) (dollars in thousands) Derivatives designated as hedging instruments Interest rate swaps $ (1,790 ) $ 680 Interest expense $ (420 ) $ — $ — Income (loss) from discontinued operations $ (440 ) $ (970 ) $ 2,510 |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block] | Amount of Loss Recognized in Earnings on Derivatives Year ended December 31, Location of Loss Recognized in Earnings on Derivatives 2015 2014 2013 (dollars in thousands) Derivatives not designated as hedging instruments Interest rate swaps Interest expense $ — $ — $ (1,480 ) |
Fair Value Measurements, Recurring and Nonrecurring | Fair value measurements and the fair value hierarchy level for the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and 2014 are shown below. Description Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (dollars in thousands) December 31, 2015 Interest rate swaps Recurring $ (2,900 ) $ — $ (2,900 ) $ — December 31, 2014 Interest rate swaps Recurring $ 1,090 $ — $ 1,090 $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum payments for operating leases having initial or remaining non-cancelable lease terms in excess of one year at December 31, 2015 , including approximately $2.4 million annually related to discontinued operations, are summarized below: Year ended December 31, (dollars in thousands) 2016 $ 17,400 2017 16,320 2018 14,130 2019 11,380 2020 9,710 Thereafter 22,870 Total $ 91,810 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Damages Sought for Specific Claims | Below is a breakdown of the amount sought for those claims seeking specific amounts: Compensatory & Punitive Compensatory Only Punitive Only Range of damages sought (in millions) $0.0 to $5.0 $5.0 to $10.0 $10.0+ $0.0 to $0.6 $0.6 to $5.0 $5.0+ $0.0 to $2.5 Number of claims 57 38 25 12 45 63 120 |
Schedule of Loss Contingencies by Contingency | The following chart summarizes the number of claimants, number of claims filed, number of claims dismissed, number of claims settled, the average settlement amount per claim and the total defense costs, excluding amounts reimbursed under the Company's primary insurance, at the applicable date and for the applicable periods: Claims pending at beginning of period Claims filed during period Claims dismissed during period Claims settled during period Average settlement amount per claim during period Total defense costs during period Fiscal year ended December 31, 2013 7,880 360 226 39 $ 8,294 $ 2,620,000 Fiscal year ended December 31, 2014 7,975 210 155 38 $ 18,734 $ 2,800,000 Fiscal year ended December 31, 2015 7,992 266 1,990 26 $ 16,963 $ 3,160,000 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Schedule of Costs of Retirement Plans | Net periodic pension and postretirement benefit expense (income) recorded in the Company's statement of operations for defined benefit pension plans and postretirement benefit plans include the following components: Pension Benefit Postretirement Benefit 2015 2014 2013 2015 2014 2013 (dollars in thousands) Service cost $ 890 $ 760 $ 680 $ — $ — $ — Interest cost 1,580 1,760 1,610 20 30 40 Expected return on plan assets (1,840 ) (2,070 ) (1,810 ) — — — Settlement/curtailment 2,750 — — — — — Amortization of net (gain)/loss 1,340 1,120 1,280 (30 ) (90 ) (80 ) Net periodic benefit expense (income) $ 4,720 $ 1,570 $ 1,760 $ (10 ) $ (60 ) $ (40 ) | |
Schedule of Assumptions Used | Weighted-average assumptions used in accounting for the U.S. defined benefit pension plans and postretirement benefit plans are as follows: Pension Benefit Postretirement Benefit 2015 2014 2013 2015 2014 2013 Discount rate for obligations 4.62 % 4.17 % 5.01 % 4.21 % 3.89 % 4.48 % Discount rate for benefit costs 4.17 % 5.01 % 4.24 % 3.89 % 4.48 % 3.69 % Rate of increase in compensation levels N/A N/A N/A N/A N/A N/A Expected long-term rate of return on plan assets 7.50 % 7.50 % 7.50 % N/A N/A N/A The Company utilizes a high-quality (Aa) corporate bond yield curve as the basis for its domestic discount rate for its pension and postretirement benefit plans. Management believes this yield curve removes the impact of including additional required corporate bond yields (potentially considered in the above-median curve) resulting from the uncertain economic climate that does not necessarily reflect the general trend in high-quality interest rates. Actuarial valuations of the Company's non-U.S. defined benefit pension plans were prepared as of December 31, 2015 , 2014 and 2013 . Weighted-average assumptions used in accounting for the non-U.S. defined benefit pension plans are as follows: Pension Benefit 2015 2014 2013 Discount rate for obligations 3.80 % 3.70 % 4.50 % Discount rate for benefit costs 3.70 % 4.50 % 4.50 % Rate of increase in compensation levels 3.90 % 3.80 % 4.10 % Expected long-term rate of return on plan assets 4.90 % 5.60 % 5.40 % | |
Schedule of Changes in Projected Benefit Obligations and Fair Value of Plan Assets | Pension Benefit Postretirement Benefit 2015 2014 2015 2014 (dollars in thousands) Changes in Projected Benefit Obligations Benefit obligations at January 1 $ (43,730 ) $ (38,230 ) $ (660 ) $ (810 ) Service cost (890 ) (760 ) — — Interest cost (1,580 ) (1,760 ) (20 ) (30 ) Participant contributions (60 ) (60 ) — — Actuarial gain (loss) (150 ) (6,470 ) 200 100 Benefit payments 1,640 2,230 70 80 Settlement payments 5,210 — — — Change in foreign currency 1,320 1,320 — — Projected benefit obligations at December 31 $ (38,240 ) $ (43,730 ) $ (410 ) $ (660 ) Changes in Plan Assets Fair value of plan assets at January 1 $ 32,610 $ 31,780 $ — $ — Actual return on plan assets 50 1,830 — — Employer contributions 3,640 2,340 70 80 Participant contributions 60 60 — — Benefit payments (1,640 ) (2,230 ) (70 ) (80 ) Settlement payment (5,210 ) — — — Change in foreign currency (1,240 ) (1,170 ) — — Fair value of plan assets at December 31 $ 28,270 $ 32,610 $ — $ — Funded status at December 31 $ (9,970 ) $ (11,120 ) $ (410 ) $ (660 ) | |
Schedule of Amounts Recognized in Balance Sheet | Pension Benefit Postretirement Benefit 2015 2014 2015 2014 (dollars in thousands) Amounts Recognized in Balance Sheet Prepaid benefit cost $ 590 $ 790 $ — $ — Current liabilities (320 ) (320 ) (50 ) (70 ) Noncurrent liabilities (10,240 ) (11,590 ) (360 ) (590 ) Net liability recognized at December 31 $ (9,970 ) $ (11,120 ) $ (410 ) $ (660 ) | |
Schedule of Accumulated Other Comprehensive Income | Pension Benefit Postretirement Benefit 2015 2014 2015 2014 (dollars in thousands) Amounts Recognized in Accumulated Other Comprehensive (Income) Loss Unrecognized prior-service cost $ 80 $ 90 $ — $ — Unrecognized net loss/(gain) 18,570 21,420 (840 ) (670 ) Total accumulated other comprehensive (income) loss recognized at December 31 $ 18,650 $ 21,510 $ (840 ) $ (670 ) Changes in AOCI by component for the year ended December 31, 2015 are summarized as follows, net of tax: Defined Benefit Plans Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance, December 31, 2014 $ (14,180 ) $ 610 $ 23,790 $ 10,220 Net unrealized losses arising during the period (a) (1,320 ) (3,610 ) (12,370 ) (17,300 ) Less: Net realized losses reclassified to net income (b) (3,130 ) (960 ) — (4,090 ) Net current-period other comprehensive income (loss) 1,810 (2,650 ) (12,370 ) (13,210 ) Less: Distribution of the Cequent businesses — 250 (8,560 ) (8,310 ) Balance, December 31, 2015 $ (12,370 ) $ (1,790 ) $ 2,860 $ (11,300 ) __________________________ (a) Defined benefit plans, net of income tax expense of $0.4 million . See Note 16 , " Employee Benefit Plans ," for additional details. Derivative instruments, net of income tax expense of $1.9 million . See Note 13 , " Derivative Instruments ," for further details. (b) Defined benefit plans, net of income tax expense of $1.8 million . See Note 16 , " Employee Benefit Plans ," for additional details. Derivative instruments, net of income tax expense of $0.3 million . See Note 13 , " Derivative Instruments ," for further details. | Changes in AOCI by component for the year ended December 31, 2014 are summarized as follows, net of tax: Defined Benefit Plans Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance, December 31, 2013 $ (10,840 ) $ 1,060 $ 37,610 $ 27,830 Net unrealized losses arising during the period (a) (4,040 ) (900 ) (15,090 ) (20,030 ) Less: Net realized losses reclassified to net income (b) (700 ) (450 ) (1,270 ) (2,420 ) Net current-period other comprehensive loss (3,340 ) (450 ) (13,820 ) (17,610 ) Balance, December 31, 2014 $ (14,180 ) $ 610 $ 23,790 $ 10,220 __________________________ (a) Defined benefit plans, net of income tax expense of $2.0 million . See Note 16 , " Employee Benefit Plans ," for additional details. Derivative instruments, net of income tax expense of $0.6 million . See Note 13 , " Derivative Instruments ," for further details. (b) Defined benefit plans, net of income tax expense of $0.3 million . See Note 16 , "Employee Benefit Plans," for additional details. Derivative instruments, net of income tax expense of $0.3 million . See Note 13 , "Derivative Instruments," for further details. |
Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets | Accumulated Benefit Obligations Projected Benefit Obligations 2015 2014 2015 2014 (dollars in thousands) Benefit Obligations at December 31, Total benefit obligations $ (35,890 ) $ (41,450 ) $ (38,240 ) $ (43,730 ) Plans with benefit obligations exceeding plan assets Benefit obligations $ (17,940 ) $ (40,630 ) $ (37,560 ) $ (42,910 ) Plan assets 9,200 31,000 27,000 31,000 | |
Schedule of Effect of Change in Discount Rate and Expected Return on Assets on Benefit Obligations and Expense | December 31, 2015 2015 Expense Pension Postretirement Benefit Pension Postretirement Benefit (dollars in thousands) Discount rate 25 basis point increase $ (1,370 ) $ (10 ) $ (90 ) $ — 25 basis point decrease $ 1,420 $ 10 $ 100 — Expected return on assets 50 basis point increase N/A N/A $ (150 ) N/A 50 basis point decrease N/A N/A $ 150 N/A | |
Schedule of Allocation of Plan Assets | The actual weighted average asset allocation of the Company's domestic and foreign pension plans' assets at December 31, 2015 and 2014 and target allocations by class, were as follows: Domestic Pension Foreign Pension Actual Actual Target 2015 2014 Target 2015 2014 Equity securities 50%-70% 62 % 63 % 55 % 40 % 52 % Fixed income securities 30%-50% 36 % 35 % 45 % 46 % 48 % Cash and cash equivalents — 2 % 2 % — 14 % — % Total 100 % 100 % 100 % 100 % 100 % 100 % | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following table summarizes the level under the fair value hierarchy (see Note 3, " Summary of Significant Accounting Policies ") that the Company's pension plan assets are measured on a recurring basis as of December 31, 2015 : Total Level 1 Level 2 Level 3 Equity Securities Investment funds $ 13,980 $ — $ 13,980 $ — Fixed Income Securities Investment funds 7,920 — 7,920 — Corporate bonds 3,540 — 3,540 — Other (a) 110 — 110 — Cash and cash equivalents Short term investment funds 2,720 2,550 170 — Total $ 28,270 $ 2,550 $ 25,720 $ — ________________________________________ (a) Comprised of mortgage-backed, asset backed securities | |
Schedule of Expected Benefit Payments | The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Pension Benefit Postretirement Benefit (dollars in thousands) December 31, 2016 $ 1,490 $ 50 December 31, 2017 1,510 40 December 31, 2018 1,580 40 December 31, 2019 1,640 40 December 31, 2020 1,680 30 Years 2021-2025 9,420 130 | |
Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates | A one-percentage point change in the assumed health care cost trend would have the following effects: One Percentage-Point Increase One Percentage-Point Decrease (dollars in thousands) Effect on total service and interest cost $ — $ — Effect on postretirement benefit obligation 30 (30 ) |
Equity Awards (Tables)
Equity Awards (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | Information related to stock options at December 31, 2015 is as follows: Number of Stock Options Weighted Average Option Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2015 (a) 298,095 $ 5.40 Exercised (83,242 ) 6.26 Cancelled (5,769 ) 5.95 Expired (2,961 ) 19.42 Outstanding at December 31, 2015 206,123 $ 4.84 2.6 $ 2,880,112 __________________________ (a) Beginning balance and weighted average option price have been retrospectively adjusted to give effect to the distribution ratio as required per the anti-dilution provisions of the Plans, resulting in 46,428 additional shares. |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Information related to restricted shares at December 31, 2015 is as follows: Number of Unvested Restricted Shares Weighted Average Grant Date Fair Value Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2015 (a) 867,236 $ 24.66 Granted 576,860 23.49 Vested (340,493 ) 23.74 Cancelled (338,289 ) 25.68 Outstanding at December 31, 2015 765,314 $ 23.73 1.0 $ 14,273,106 __________________________ (a) Beginning balance and weighted average grant date fair value have been retrospectively adjusted to give effect to the distribution ratio as required per the anti-dilution provisions of the Plans, resulting in 141,777 additional shares. |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Other Comprehensive Income [Abstract] | ||
Schedule of Accumulated Other Comprehensive Income | Pension Benefit Postretirement Benefit 2015 2014 2015 2014 (dollars in thousands) Amounts Recognized in Accumulated Other Comprehensive (Income) Loss Unrecognized prior-service cost $ 80 $ 90 $ — $ — Unrecognized net loss/(gain) 18,570 21,420 (840 ) (670 ) Total accumulated other comprehensive (income) loss recognized at December 31 $ 18,650 $ 21,510 $ (840 ) $ (670 ) Changes in AOCI by component for the year ended December 31, 2015 are summarized as follows, net of tax: Defined Benefit Plans Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance, December 31, 2014 $ (14,180 ) $ 610 $ 23,790 $ 10,220 Net unrealized losses arising during the period (a) (1,320 ) (3,610 ) (12,370 ) (17,300 ) Less: Net realized losses reclassified to net income (b) (3,130 ) (960 ) — (4,090 ) Net current-period other comprehensive income (loss) 1,810 (2,650 ) (12,370 ) (13,210 ) Less: Distribution of the Cequent businesses — 250 (8,560 ) (8,310 ) Balance, December 31, 2015 $ (12,370 ) $ (1,790 ) $ 2,860 $ (11,300 ) __________________________ (a) Defined benefit plans, net of income tax expense of $0.4 million . See Note 16 , " Employee Benefit Plans ," for additional details. Derivative instruments, net of income tax expense of $1.9 million . See Note 13 , " Derivative Instruments ," for further details. (b) Defined benefit plans, net of income tax expense of $1.8 million . See Note 16 , " Employee Benefit Plans ," for additional details. Derivative instruments, net of income tax expense of $0.3 million . See Note 13 , " Derivative Instruments ," for further details. | Changes in AOCI by component for the year ended December 31, 2014 are summarized as follows, net of tax: Defined Benefit Plans Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance, December 31, 2013 $ (10,840 ) $ 1,060 $ 37,610 $ 27,830 Net unrealized losses arising during the period (a) (4,040 ) (900 ) (15,090 ) (20,030 ) Less: Net realized losses reclassified to net income (b) (700 ) (450 ) (1,270 ) (2,420 ) Net current-period other comprehensive loss (3,340 ) (450 ) (13,820 ) (17,610 ) Balance, December 31, 2014 $ (14,180 ) $ 610 $ 23,790 $ 10,220 __________________________ (a) Defined benefit plans, net of income tax expense of $2.0 million . See Note 16 , " Employee Benefit Plans ," for additional details. Derivative instruments, net of income tax expense of $0.6 million . See Note 13 , " Derivative Instruments ," for further details. (b) Defined benefit plans, net of income tax expense of $0.3 million . See Note 16 , "Employee Benefit Plans," for additional details. Derivative instruments, net of income tax expense of $0.3 million . See Note 13 , "Derivative Instruments," for further details. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment activity is as follows: Year ended December 31, 2015 2014 2013 (dollars in thousands) Net Sales Packaging $ 334,270 $ 337,710 $ 313,220 Aerospace 176,480 121,510 95,530 Energy 193,390 206,720 205,580 Engineered Components 159,840 221,360 185,370 Total $ 863,980 $ 887,300 $ 799,700 Operating Profit (Loss) Packaging $ 78,470 $ 77,850 $ 83,770 Aerospace 28,320 17,830 22,830 Energy (97,160 ) (6,660 ) 8,620 Engineered Components 18,240 34,080 19,450 Corporate (32,120 ) (36,450 ) (37,460 ) Total $ (4,250 ) $ 86,650 $ 97,210 Capital Expenditures Packaging $ 13,670 $ 13,730 $ 11,010 Aerospace 5,010 4,430 4,810 Energy 7,610 2,690 5,250 Engineered Components 2,320 1,690 2,190 Corporate 50 460 970 Total $ 28,660 $ 23,000 $ 24,230 Depreciation and Amortization Packaging $ 20,920 $ 20,410 $ 18,960 Aerospace 13,290 7,630 3,790 Energy 4,790 4,600 3,820 Engineered Components 4,200 4,460 4,270 Corporate 340 340 260 Total $ 43,540 $ 37,440 $ 31,100 Operating Net Assets Packaging $ 380,630 $ 398,530 $ 377,480 Aerospace 494,570 498,560 150,750 Energy 90,880 170,430 180,410 Engineered Components 67,460 65,910 73,780 Corporate (15,990 ) (28,320 ) (15,630 ) Subtotal from continuing operations 1,017,550 1,105,110 766,790 Discontinued operations — 213,360 240,690 Total operating net assets 1,017,550 1,318,470 1,007,480 Current liabilities 152,750 306,960 261,510 Consolidated total assets $ 1,170,300 $ 1,625,430 $ 1,268,990 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table presents the Company's net sales for each of the years ended December 31 and operating net assets at each year ended December 31, attributed to each subsidiary's continent of domicile. There was no single non-U.S. country for which net sales and net assets were significant to the combined net sales and net assets of the Company taken as a whole. As of December 31, 2015 2014 2013 Net Sales Operating Net Assets Net Sales Operating (a) Net Sales Operating (a) (dollars in thousands) Non-U.S. Europe $ 70,760 $ 61,050 $ 75,350 $ 74,350 $ 74,760 $ 110,570 Australia 1,480 250 1,810 1,790 2,260 1,960 Asia 28,800 79,400 22,850 80,840 14,620 41,340 Other Americas 17,000 12,130 23,370 20,300 28,910 43,960 Total non-U.S 118,040 152,830 123,380 177,280 120,550 197,830 Total U.S. 745,940 864,720 763,920 927,830 679,150 568,960 Total $ 863,980 $ 1,017,550 $ 887,300 $ 1,105,110 $ 799,700 $ 766,790 ________________________________________ (a) Excludes discontinued operations. See Note 6 , " Discontinued Operations ". |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The Company's income (loss) before income taxes and income tax expense for continuing operations, each by tax jurisdiction, consisted of the following: Year ended December 31, 2015 2014 2013 (dollars in thousands) Income (loss) before income taxes: Domestic $ (3,150 ) $ 67,300 $ 47,760 Foreign (18,970 ) 2,300 28,390 Total income (loss) before income taxes $ (22,120 ) $ 69,600 $ 76,150 Current income tax expense: Federal $ 12,150 $ 24,630 $ 13,020 State and local 1,080 3,440 1,740 Foreign 2,060 1,170 6,690 Total current income tax expense 15,290 29,240 21,450 Deferred income tax expense (benefit): Federal (1,980 ) (9,370 ) (2,420 ) State and local (1,530 ) (40 ) (1,280 ) Foreign (5,240 ) 2,880 (840 ) Total deferred income tax expense (8,750 ) (6,530 ) (4,540 ) Income tax expense $ 6,540 $ 22,710 $ 16,910 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred taxes at December 31, 2015 and 2014 are as follows: 2015 2014 (dollars in thousands) Deferred tax assets: Accounts receivable $ 550 $ 350 Inventories 5,680 5,680 Accrued liabilities and other long-term liabilities 27,550 34,430 Tax loss and credit carryforwards 4,660 12,420 Gross deferred tax asset 38,440 52,880 Valuation allowances (3,060 ) (5,980 ) Net deferred tax asset 35,380 46,900 Deferred tax liabilities: Property and equipment (16,340 ) (19,290 ) Goodwill and other intangible assets (26,600 ) (44,570 ) Other, principally deferred income (3,450 ) (5,020 ) Gross deferred tax liability (46,390 ) (68,880 ) Net deferred tax liability $ (11,010 ) $ (21,980 ) |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of income tax expense computed at the U.S. federal statutory rate to income tax expense allocated to income from continuing operations before income taxes: 2015 2014 2013 (dollars in thousands) U.S. federal statutory rate 35 % 35 % 35 % Tax at U.S. federal statutory rate $ (7,740 ) $ 24,360 $ 26,650 State and local taxes, net of federal tax benefit (520 ) 2,520 280 Differences in statutory foreign tax rates 110 (200 ) (4,330 ) Change in recognized tax benefits (460 ) (2,490 ) (1,900 ) Goodwill impairment 11,430 — — Nontaxable gains (980 ) — (5,460 ) Restructuring (benefits)/charges — — 2,230 Noncontrolling interest — (280 ) (1,410 ) Research and manufacturing incentives (1,680 ) (1,920 ) (1,680 ) Tax on undistributed foreign earnings 610 50 290 Net change in valuation allowance 3,770 3,270 820 Other, net 2,000 (2,600 ) 1,420 Income tax expense $ 6,540 $ 22,710 $ 16,910 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the change in the UTBs and related accrued interest and penalties for the years ended December 31, 2015 and 2014 is as follows: Unrecognized Tax Benefits (dollars in thousands) Balance at December 31, 2013 $ 8,470 Tax positions related to current year: Additions 390 Tax positions related to prior years: Additions 270 Reductions (1,280 ) Settlements — Lapses in the statutes of limitations (2,580 ) Balance at December 31, 2014 $ 5,270 Tax positions related to current year: Additions 240 Tax positions related to prior years: Additions 1,570 Reductions (360 ) Settlements (390 ) Lapses in the statutes of limitations (1,720 ) Balance at December 31, 2015 $ 4,610 |
Summary Quarterly Financial D45
Summary Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | As of December 31, 2015 First Quarter Second Quarter Third Quarter Fourth Quarter (unaudited, dollars in thousands, except for per share data) Net sales $ 224,130 $ 224,900 $ 222,190 $ 192,760 Gross profit 62,920 61,720 62,470 49,000 Income (loss) from continuing operations (a) 11,940 8,490 11,710 (60,800 ) Income (loss) from discontinued operations, net of income taxes 2,040 (6,780 ) — — Net income (loss) 13,980 1,710 11,710 (60,800 ) Earnings (loss) per share attributable to TriMas Corporation—basic: Continuing operations $ 0.26 $ 0.19 $ 0.26 $ (1.35 ) Discontinued operations 0.05 (0.15 ) — — Net income (loss) per share $ 0.31 $ 0.04 $ 0.26 $ (1.35 ) Weighted average shares—basic 44,997,961 45,150,827 45,157,412 45,188,303 Earnings (loss) per share attributable to TriMas Corporation—diluted: Continuing operations $ 0.26 $ 0.19 $ 0.26 $ (1.35 ) Discontinued operations 0.05 (0.15 ) — — Net income (loss) per share $ 0.31 $ 0.04 $ 0.26 $ (1.35 ) Weighted average shares—diluted 45,400,843 45,418,907 45,499,104 45,188,303 ________________________________________ (a) Loss from continuing operations for the fourth quarter of 2015 includes pre-tax goodwill and indefinite-lived intangible asset impairment charges of $75.7 million . See Note 8 , " Goodwill and Other Intangible Assets ", for further details. As of December 31, 2014 First Quarter Second Quarter Third Quarter Fourth Quarter (unaudited, dollars in thousands, except for per share data) Net sales $ 216,830 $ 224,710 $ 222,330 $ 223,430 Gross profit 60,440 62,760 59,870 53,940 Income from continuing operations 13,690 14,440 11,090 7,670 Income (loss) from discontinued operations, net of income taxes 5,690 11,760 11,140 (6,200 ) Net income 19,380 26,200 22,230 1,470 Less: Net income attributable to noncontrolling interests 810 — — — Net income attributable to TriMas Corporation 18,570 26,200 22,230 1,470 Earnings (loss) per share attributable to TriMas Corporation—basic: Continuing operations $ 0.29 $ 0.32 $ 0.24 $ 0.17 Discontinued operations 0.12 0.26 0.25 (0.14 ) Net income per share $ 0.41 $ 0.58 $ 0.49 $ 0.03 Weighted average shares—basic 44,768,594 44,901,090 44,919,340 44,938,675 Earnings (loss) per share attributable to TriMas Corporation—diluted: Continuing operations $ 0.29 $ 0.32 $ 0.24 $ 0.17 Discontinued operations 0.12 0.26 0.25 (0.14 ) Net income per share $ 0.41 $ 0.58 $ 0.49 $ 0.03 Weighted average shares—diluted 45,186,114 45,230,862 45,276,199 45,384,460 |
Basis of Presentation Cequent S
Basis of Presentation Cequent Spinoff (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash distribution received from Cequent spin-off | $ 214,500 | |||||
Cequent Spin-off, one-time costs | $ 29,000 | $ 30,000 | ||||
Deferred Finance Costs, Net | $ 6,050 | $ 7,760 | ||||
Debt financing and extinguishment costs | $ (1,970) | $ (3,360) | $ (2,460) | |||
Discontinued Operations [Member] | ||||||
Cequent Spin-off, one-time costs | 18,000 | |||||
Deferred Finance Costs, Net | 9,000 | 9,000 | 9,000 | |||
Continuing Operations [Member] | ||||||
Cequent Spin-off, one-time costs | 3,000 | |||||
Deferred Finance Costs, Net | $ 1,000 | 1,000 | $ 1,000 | |||
Debt financing and extinguishment costs | $ 2,000 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Receivables (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Allowance for Doubtful Accounts | $ 3.7 | $ 2.2 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Depreciation and Amortization (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Useful Life | 1 year |
Minimum [Member] | Customer Relationships [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Useful Life | 5 years |
Minimum [Member] | Technology and Other [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Useful Life | 1 year |
Minimum [Member] | Land and Land Improvements/Buildings [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Useful Life | 30 years |
Maximum [Member] | Customer Relationships [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Useful Life | 25 years |
Maximum [Member] | Technology and Other [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Useful Life | 30 years |
Maximum [Member] | Land and Land Improvements/Buildings [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Goodwill and Indefinite-Lived Intangibles (Details) | 12 Months Ended |
Dec. 31, 2015number | |
Annual Goodwill Impairment Assessment [Abstract] | |
Number of Reporting Units | 10 |
Number of Reportable Segments | 4 |
Number of reporting units that have goodwill | 10 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - High Deductible Insurance (Details) $ in Millions | Dec. 31, 2015USD ($) |
Minimum [Member] | General Liability [Member] | |
Insurance coverage [Line Items] | |
Maximum Retention | $ 0.3 |
Maximum [Member] | Workers' Compensation [Member] | |
Insurance coverage [Line Items] | |
Maximum Retention | 0.5 |
Maximum [Member] | General Liability [Member] | |
Insurance coverage [Line Items] | |
Maximum Retention | 2 |
Maximum [Member] | Group Medical Plan [Member] | |
Insurance coverage [Line Items] | |
Stop Loss Limit | $ 0.3 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Research and Development Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cost of Sales [Member] | |||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | |||
Research and Development Expense | $ 0.6 | $ 0.8 | $ 0.7 |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Advertising and Sales Promotion Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Selling, General and Administrative Expenses [Member] | |||
Advertising Costs [Line Items] | |||
Advertising Costs | $ 0.7 | $ 0.9 | $ 0.7 |
Summary of Significant Accoun53
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other Expense, Net [Member] | |||
Foreign Currency Translation [Line Items] | |||
Net Foreign Currency Transaction Gains (Losses) | $ (0.2) | $ (1.3) | $ (0.9) |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Fair Value of Financial Instruments (Details) - Fair Value, Inputs, Level 2 [Member] | Dec. 31, 2015Rate | Dec. 31, 2014Rate |
term loan A facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Fair Value, % of par value | 99.60% | 99.50% |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Fair Value, % of par value | 99.30% | 99.20% |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - Earnings Per Share (Details) - shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 206,123 | 298,095 | [1] | |
Restricted Shares [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Incremental Common Shares Attributable to Share-based Payment Arrangements | 0 | 245,828 | 293,021 | |
Stock Options [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Incremental Common Shares Attributable to Share-based Payment Arrangements | 0 | 141,656 | 176,428 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 206,123 | 251,667 | 342,448 | |
[1] | Beginning balance and weighted average option price have been retrospectively adjusted to give effect to the distribution ratio as required per the anti-dilution provisions of the Plans, resulting in 46,428 additional shares. |
Equity Offering (Details)
Equity Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 16, 2013 | |
Equity Offering [Line Items] | |||||
Proceeds from sale of common stock | $ 0 | $ 0 | $ 174,670 | ||
Common Stock [Member] | |||||
Equity Offering [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 5,175,000 | ||||
Stock Issued During Period, Value, Per Share Offering Price | $ 35.40 | ||||
Stock Issuance Costs | $ 8,500 | ||||
Proceeds from sale of common stock | $ 174,700 |
Acquisitions Acquisitions - Nar
Acquisitions Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Oct. 16, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 17, 2014 | ||
Business Acquisition [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 10,000 | $ 382,880 | $ 84,790 | ||||||||||||||
Net sales | $ 192,760 | $ 222,190 | $ 224,900 | $ 224,130 | $ 223,430 | $ 222,330 | $ 224,710 | $ 216,830 | 863,980 | $ 887,300 | 799,700 | ||||||
Business Acquisition, Lion Holdings [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 27,500 | ||||||||||||||||
Net sales | $ 10,000 | ||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 10,000 | $ 84,790 | |||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||||||||||
Business Acquisition, Deferred Purchase Price | $ 2,600 | ||||||||||||||||
Business Acquisition, Deferred Purchase Price and Contingent Consideration | [1] | $ 4,280 | |||||||||||||||
Allfast Fasteners [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 351,220 | ||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||||||||||
Business Acquisition, Deferred Purchase Price | [2] | $ 15,730 | |||||||||||||||
Business Acquisition, Martinic [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Net sales | $ 13,000 | ||||||||||||||||
Business Acquisition, Wulfrun [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Net sales | $ 10,000 | ||||||||||||||||
Business Acquisition, Mac Fasteners [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Net sales | $ 17,000 | ||||||||||||||||
[1] | Deferred/contingent consideration included approximately $2.6 million of both short-term and long-term deferred purchase price, based on set amounts and fixed payment schedules per the purchase agreement, and an additional $1.7 million of contingent consideration to be paid, if earned, based on a multiple of future earnings, as defined. | ||||||||||||||||
[2] | Of the deferred purchase price, approximately $8.7 million, represents the Company's best estimate of the underlying obligations for certain tax amounts the Company has agreed to reimburse the previous owner in order to acquire additional tax attributes. During 2015, the Company paid $5.2 million of such amount and the remaining $3.5 million liability was removed, with a corresponding reduction to goodwill, due to the finalization of the Seller's tax liability. In addition, deferred purchase price includes approximately $7.0 million of other liabilities which the Company has agreed to pay on behalf of the previous owner, of which approximately $4.9 million was paid through December 31, 2015. |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | 14 Months Ended | ||||
Dec. 31, 2014 | Oct. 16, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Oct. 17, 2014 | ||
Consideration | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 10,000 | $ 382,880 | $ 84,790 | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||||||
Goodwill | $ 460,080 | 378,920 | 460,080 | 302,480 | $ 378,920 | |||
Allfast Fasteners [Member] | ||||||||
Consideration | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 351,220 | |||||||
Business Acquisition, Deferred Purchase Price | [1] | 15,730 | ||||||
Business Combination, Consideration Transferred | 366,950 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||||||
Business Combination, Acquired Receivables, Fair Value | $ 8,950 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 19,850 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | [2] | 165,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 340 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 26,490 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (2,620) | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 218,010 | |||||||
Goodwill | [3] | 148,940 | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 366,950 | |||||||
Contingent Consideration Arrangements | ||||||||
Deferred Purchase Price, Tax Reimbursements | 8,700 | |||||||
Deferred Purchase Price, Tax Reimbursements Paid to Seller | 5,200 | |||||||
Deferred Purchase Price, Tax Reimbursements to Sellers Written Off | 3,500 | |||||||
Deferred Purchase Price, Obligations Assumed on Behalf Seller | 7,000 | |||||||
Deferred Purchase Price, Amount Paid thru 2015 | $ 4,900 | |||||||
Acquired Intangible Assets Other than Goodwill | ||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 9,100 | |||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 1,300 | |||||||
Business Acquisition, Transaction Costs | $ 2,200 | |||||||
Allfast Fasteners [Member] | Trademarks and Trade Names [Member] | ||||||||
Acquired Intangible Assets Other than Goodwill | ||||||||
Acquired Indefinite-lived Intangible Asset, Amount | 49,000 | |||||||
Allfast Fasteners [Member] | Customer Relationships [Member] | ||||||||
Acquired Intangible Assets Other than Goodwill | ||||||||
Acquired Finite-lived Intangible Asset, Amount | $ 83,000 | |||||||
Finite-Lived Intangible Assets, Useful Life | 18 years | |||||||
Allfast Fasteners [Member] | Technology and Other [Member] | ||||||||
Acquired Intangible Assets Other than Goodwill | ||||||||
Acquired Finite-lived Intangible Asset, Amount | $ 33,000 | |||||||
Finite-Lived Intangible Assets, Useful Life | 15 years | |||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Consideration | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 10,000 | 84,790 | ||||||
Business Acquisition, Deferred Purchase Price | 2,600 | |||||||
Business Acquisition, Deferred Purchase Price and Contingent Consideration | [4] | 4,280 | ||||||
Business Combination, Consideration Transferred | 89,070 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||||||
Business Combination, Acquired Receivables, Fair Value | 7,240 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 16,630 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | [5] | 29,020 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 8,420 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 10,080 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (6,950) | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Income Taxes | (4,260) | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Long-term Liabilities | (8,410) | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 51,770 | |||||||
Goodwill | 37,300 | |||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 89,070 | |||||||
Contingent Consideration Arrangements | ||||||||
Business Acquisition, Contingent Consideration | 1,700 | |||||||
Series of Individually Immaterial Business Acquisitions [Member] | Trademarks and Trade Names [Member] | ||||||||
Acquired Intangible Assets Other than Goodwill | ||||||||
Acquired Indefinite-lived Intangible Asset, Amount | 4,500 | |||||||
Series of Individually Immaterial Business Acquisitions [Member] | Customer Relationships [Member] | ||||||||
Acquired Intangible Assets Other than Goodwill | ||||||||
Acquired Finite-lived Intangible Asset, Amount | $ 23,100 | |||||||
Finite-Lived Intangible Assets, Useful Life | 10 years | |||||||
Series of Individually Immaterial Business Acquisitions [Member] | Technology and Other [Member] | ||||||||
Acquired Intangible Assets Other than Goodwill | ||||||||
Acquired Finite-lived Intangible Asset, Amount | $ 1,400 | |||||||
Finite-Lived Intangible Assets, Useful Life | 4 years | |||||||
[1] | Of the deferred purchase price, approximately $8.7 million, represents the Company's best estimate of the underlying obligations for certain tax amounts the Company has agreed to reimburse the previous owner in order to acquire additional tax attributes. During 2015, the Company paid $5.2 million of such amount and the remaining $3.5 million liability was removed, with a corresponding reduction to goodwill, due to the finalization of the Seller's tax liability. In addition, deferred purchase price includes approximately $7.0 million of other liabilities which the Company has agreed to pay on behalf of the previous owner, of which approximately $4.9 million was paid through December 31, 2015. | |||||||
[2] | Consists of approximately $83.0 million of customer relationships with an estimated useful life of 18 years, $33.0 million of technology and other intangible assets with an estimated useful life of 15 years and $49.0 million of trademark/trade name with an indefinite useful life. | |||||||
[3] | All of the goodwill was assigned to the Company's Aerospace reportable segment and is expected to be deductible for tax purposes. | |||||||
[4] | Deferred/contingent consideration included approximately $2.6 million of both short-term and long-term deferred purchase price, based on set amounts and fixed payment schedules per the purchase agreement, and an additional $1.7 million of contingent consideration to be paid, if earned, based on a multiple of future earnings, as defined. | |||||||
[5] | Consists of approximately $23.1 million of customer relationships with an estimated weighted average useful life of 10 years, $1.4 million of technology and other intangible assets with an estimated weighted average useful life of four years and $4.5 million of trademark/trade names with an indefinite useful life |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
Business Acquisition, Pro Forma Information | |||
Net Sales | [1] | $ 936,440 | $ 853,590 |
Net income attributable to TriMas Corporation | [1] | 49,590 | 56,550 |
Allfast Fasteners [Member] | |||
Business acquisition, pre-tax pro-forma amortization expense | 6,000 | 6,800 | |
Business acquisition, pre-tax pro-forma interest expense | $ 4,900 | $ 7,100 | |
[1] | The supplemental pro forma results reflect certain material adjustments, as follows:1.Pre-tax pro forma adjustments for amortization expense of $6.0 million and $6.8 million for the years ended December 31, 2014 and December 31, 2013 on the intangible assets associated with the acquisition. 2.Pre-tax pro forma adjustments of $4.9 million and $7.1 million for the years ended December 31, 2014 and December 31, 2013, respectively, to reflect interest expense incurred on the incremental term loan A and revolver borrowings incurred in order to fund the acquisition. |
Acquisitions - Arminak & Associ
Acquisitions - Arminak & Associates Narrative (Details) - Business Acquisition, Arminak & Associates [Member] - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2015 | Feb. 23, 2012 | |
Redeemable Noncontrolling Interest by Exercise Period [Line Items] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 70.00% | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 67,690 | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 30.00% | ||
Payments to Acquire Additional Interest in Subsidiaries | $ 51,000 | ||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 7,000 | ||
Business Combination, Contingent Consideration, Liability | $ 0 |
Acquisitions - Arminak & Asso61
Acquisitions - Arminak & Associates Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Net income attributable to noncontrolling interest | $ 0 | $ 0 | $ 0 | $ 810 | $ 0 | $ 810 | $ 4,520 | |
Noncontrolling Interest, Change in Redemption Value | (890) | |||||||
Fair Value, Inputs, Level 3 [Member] | ||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Redeemable noncontrolling interest | 29,710 | 29,480 | $ 26,780 | |||||
Business Acquisition, Arminak & Associates [Member] | ||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Distributions to noncontrolling interests | (580) | (2,710) | ||||||
Net income attributable to noncontrolling interest | $ 810 | 4,520 | ||||||
Noncontrolling Interest, Change in Redemption Value | $ 890 |
Discontinued Operations Discont
Discontinued Operations Discontinued Operations - Cequent Spin-off (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of Horizon Shares Received in Spin-off | 2 | ||
TriMas Number of Common Shares Held | 5 | ||
Cash distribution received from Cequent spin-off | $ 214,500 | ||
Disposal Group, Including Discontinued Operation, Assets, Current | $ 0 | $ 192,580 | |
Disposal Group, Including Discontinued Operation, Liabilities, Current | 0 | 119,900 | |
Cequent businesses [Member] | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | 17,050 | 0 | |
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | 92,750 | 63,520 | |
Disposal Group, Including Discontinued Operation, Inventory, Current | 125,750 | 123,370 | |
Disposal Group, Including Discontinued Operation, Prepaid and Other Assets, Current | 6,520 | 5,690 | |
Disposal Group, Including Discontinued Operation, Assets, Current | 242,070 | 192,580 | |
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Noncurrent | 48,870 | 55,180 | |
Disposal Group, Including Discontinued Operation, Goodwill, Noncurrent | 5,630 | 6,580 | |
Disposal Group, Including Discontinued Operation, Intangible Assets, Noncurrent | 61,400 | 66,510 | |
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 16,390 | 12,410 | |
Disposal Group, Including Discontinued Operation, Assets | 374,360 | 0 | 333,260 |
Disposal Group, Including Discontinued Operations, Debt, Current | 17,940 | 460 | |
Disposal Group, Including Discontinued Operation, Accounts Payable, Current | 81,830 | 81,500 | |
Disposal Group, Including Discontinued Operation, Accrued Liabilities, Current | 44,190 | 37,940 | |
Disposal Group, Including Discontinued Operation, Liabilities, Current | 143,960 | 119,900 | |
Disposal Group, Including Discontinued Operations, Debt, Noncurrent | 195,460 | 300 | |
Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities, Noncurrent | 4,860 | 4,610 | |
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent | 27,900 | 25,990 | |
Disposal Group, Including Discontinued Operation, Liabilities | $ 372,180 | $ 0 | $ 150,800 |
Discontinued Operations Disco63
Discontinued Operations Discontinued Operations - Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 0 | $ 0 | $ (6,780) | $ 2,040 | $ (6,200) | $ 11,140 | $ 11,760 | $ 5,690 | $ (4,740) | $ 22,390 | $ 20,830 |
Discontinued Operations [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Disposal Group, Including Discontinued Operation, Revenue | 300,900 | 615,260 | 595,160 | ||||||||
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | (227,860) | (468,060) | (467,800) | ||||||||
Disposal Group, Including Discontinued Operation, Gross Profit (Loss) | 73,040 | 147,200 | 127,360 | ||||||||
Disposal Group, Including Discontinued Operations, Selling, General and Administrative Expenses | (72,360) | (111,900) | (104,040) | ||||||||
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | 680 | 35,300 | 23,320 | ||||||||
Disposal Group, Including Discontinued Operation, Interest Expense | (2,540) | (5,430) | (3,060) | ||||||||
Disposal Group, Including Discontinued Operation, Other Expense | (1,970) | 4,170 | 2,370 | ||||||||
Disposal Group, Including Discontinued Operations, Nonoperating Expense | (4,510) | (1,260) | (690) | ||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (3,830) | 34,040 | 22,630 | ||||||||
Discontinued Operation, Tax Effect of Discontinued Operation | (910) | (11,650) | (1,800) | ||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (4,740) | $ 22,390 | $ 20,830 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | |
NI Industries business [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from Sale of Productive Assets | $ 6.7 | |||||
Precision Tool Cutting and Specialty Fittings Line of Business [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Fair Value Disclosure, Off-balance Sheet Risks, Amount, Asset | $ 2.5 | |||||
Proceeds from Divestiture of Businesses | $ 1 | $ 0 | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 1.3 | |||||
Specialty Laminates, Jacketings and Insulation Tapes Line of Business [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Restructuring Charges | $ 1.8 |
Facility Closures, Consolidat65
Facility Closures, Consolidations and Sale of Business (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2013USD ($) | Dec. 31, 2015USD ($)employees | Dec. 31, 2014USD ($)employees | |
Facility Closing Sao Paulo, Brazil [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and Related Cost, Expected Number of Positions Eliminated | employees | 60 | ||||
Future Lease Obligation, Net of Sublease Income | $ 3.9 | ||||
Translation Adjustment Functional to Reporting Currency, Loss (Gain), Reclassified to Earnings, Net of Tax | $ 1.3 | ||||
Future Lease Obligation, Net of Sublease Income Reversed in Period | $ 1.7 | ||||
Facility Closing Sao Paulo, Brazil [Member] | Cost of Sales [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance Costs | $ 0.5 | ||||
Energy Branch Closures [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Non-cash fixed assets write-down | $ 1.4 | ||||
Severance Costs | $ 3 | ||||
Restructuring and Related Cost, Expected Number of Positions Eliminated | employees | 240 | ||||
Sale of Business, Italy [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Translation Adjustment Functional to Reporting Currency, Loss (Gain), Reclassified to Earnings, Net of Tax | $ (7.9) | ||||
Proceeds from Divestiture of Businesses | 10.3 | ||||
Gain (Loss) on Disposition of Business | $ 10.5 |
Goodwill and Other Intangible66
Goodwill and Other Intangible Assets - Goodwill Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2015USD ($)Rate | Dec. 31, 2015USD ($)numberRate | |
Goodwill [Line Items] | ||
Number of Reporting Units | number | 10 | |
Goodwill, Impairment Loss | $ | $ 74,110 | |
Energy Reporting Unit [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Impairment Loss | $ | $ 70,900 | |
Engine Products Reporting Unit [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Impairment Loss | $ | $ 3,200 | |
Goodwill [Member] | ||
Goodwill [Line Items] | ||
Number of Reporting Units | number | 9 | |
Fair Value Inputs, Valuation Method, Weighting Percentage Used, Income-Based Approach | 75.00% | 75.00% |
Fair Value Inputs, Valuation Method, Weighting Percentage Used, Market-Based Approach | 25.00% | 25.00% |
Fair Value Inputs, Long-term Revenue Growth Rate | 3.00% | |
Goodwill [Member] | Maximum [Member] | ||
Goodwill [Line Items] | ||
Fair Value Inputs, Discount Rate | 14.50% | |
Goodwill [Member] | Minimum [Member] | ||
Goodwill [Line Items] | ||
Fair Value Inputs, Discount Rate | 11.00% |
Goodwill and Other Intangible67
Goodwill and Other Intangible Assets - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | |||
Balance, beginning | $ 460,080 | $ 302,480 | |
Goodwill, Acquired During Period | 164,860 | ||
Goodwill, Other Changes | (1,180) | ||
Goodwill, Impairment Loss | (74,110) | ||
Foreign currency translation | (5,870) | (7,260) | |
Balance, ending | $ 378,920 | 378,920 | 460,080 |
Packaging [Member] | |||
Goodwill [Roll Forward] | |||
Balance, beginning | 169,350 | 158,060 | |
Goodwill, Acquired During Period | 0 | 15,810 | |
Goodwill, Impairment Loss | 0 | ||
Foreign currency translation | (3,620) | (4,520) | |
Balance, ending | 165,730 | 165,730 | 169,350 |
Aerospace [Member] | |||
Goodwill [Roll Forward] | |||
Balance, beginning | 210,130 | 61,080 | |
Goodwill, Acquired During Period | 149,050 | ||
Goodwill, Other Changes | (3,500) | (3,500) | |
Goodwill, Impairment Loss | 0 | ||
Foreign currency translation | 0 | 0 | |
Balance, ending | 206,630 | 206,630 | 210,130 |
Energy [Member] | |||
Goodwill [Roll Forward] | |||
Balance, beginning | 73,180 | 75,920 | |
Goodwill, Acquired During Period | 0 | 0 | |
Goodwill, Impairment Loss | (70,930) | ||
Foreign currency translation | (2,250) | (2,740) | |
Balance, ending | 0 | 0 | 73,180 |
Engineered Components [Member] | |||
Goodwill [Roll Forward] | |||
Balance, beginning | 7,420 | 7,420 | |
Goodwill, Acquired During Period | 2,320 | 0 | |
Goodwill, Impairment Loss | (3,180) | ||
Foreign currency translation | 0 | 0 | |
Balance, ending | $ 6,560 | $ 6,560 | $ 7,420 |
Goodwill and Other Intangible68
Goodwill and Other Intangible Assets - Intangibles Narrative (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2015USD ($)Rate | |
Energy [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ | $ 1.6 |
Trademarks and Trade Names [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Fair Value Inputs, Long-term Revenue Growth Rate | 3.00% |
Trademarks and Trade Names [Member] | Minimum [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Fair Value Inputs, Discount Rate | 14.00% |
Trademarks and Trade Names [Member] | Maximum [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Fair Value Inputs, Discount Rate | 17.50% |
Goodwill and Other Intangible69
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, accumulated amortization | $ (116,040) | $ (95,220) |
Total finite and indefinite-lived other intangible assets, gross carrying amount | 389,910 | 392,640 |
Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 207,120 | 207,530 |
Finite-lived intangible assets, accumulated amortization | (64,020) | (49,320) |
Technology and Other [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 101,160 | 101,340 |
Finite-lived intangible assets, accumulated amortization | (52,020) | (45,900) |
Trademarks and Trade Names [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 81,630 | 83,770 |
Useful Life Five to Twelve Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 74,890 | 75,300 |
Finite-lived intangible assets, accumulated amortization | (25,960) | (18,180) |
Useful Life Fifteen to Twentyfive Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 132,230 | 132,230 |
Finite-lived intangible assets, accumulated amortization | (38,060) | (31,140) |
Useful Life One to Fifteen Years [Member] | Technology and Other [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 57,860 | 58,040 |
Finite-lived intangible assets, accumulated amortization | (22,770) | (18,750) |
Useful Life Seventeen to Thirty Years [Member] | Technology and Other [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 43,300 | 43,300 |
Finite-lived intangible assets, accumulated amortization | $ (29,250) | $ (27,150) |
Minimum [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 1 year | |
Minimum [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 5 years | |
Minimum [Member] | Technology and Other [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 1 year | |
Minimum [Member] | Useful Life Five to Twelve Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 5 years | |
Minimum [Member] | Useful Life Fifteen to Twentyfive Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 15 years | |
Minimum [Member] | Useful Life One to Fifteen Years [Member] | Technology and Other [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 1 year | |
Minimum [Member] | Useful Life Seventeen to Thirty Years [Member] | Technology and Other [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 17 years | |
Maximum [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 30 years | |
Maximum [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 25 years | |
Maximum [Member] | Technology and Other [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 30 years | |
Maximum [Member] | Useful Life Five to Twelve Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 12 years | |
Maximum [Member] | Useful Life Fifteen to Twentyfive Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 25 years | |
Maximum [Member] | Useful Life One to Fifteen Years [Member] | Technology and Other [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 15 years | |
Maximum [Member] | Useful Life Seventeen to Thirty Years [Member] | Technology and Other [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 30 years |
Goodwill and Other Intangible70
Goodwill and Other Intangible Assets - Other Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Amortization of Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 20,970 | $ 16,060 | $ 12,290 |
Continuing Operations [Member] | |||
Amortization of Intangible Assets [Line Items] | |||
Amortization of intangible assets | 20,970 | 16,060 | 12,290 |
Continuing Operations [Member] | Cost of Sales [Member] | Technology and Other [Member] | |||
Amortization of Intangible Assets [Line Items] | |||
Amortization of intangible assets | 6,010 | 5,030 | 4,460 |
Continuing Operations [Member] | Selling, General and Administrative Expenses [Member] | Customer Relationships [Member] | |||
Amortization of Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 14,960 | $ 11,030 | $ 7,830 |
Goodwill and Other Intangible71
Goodwill and Other Intangible Assets - Expected Amortization Expense (Details) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months (2016) | $ 20,340 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two (2017) | 20,090 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three (2018) | 19,660 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four (2019) | 19,240 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five (2020) | $ 18,310 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 101,480 | $ 104,760 |
Work in process | 23,620 | 24,300 |
Raw materials | 42,270 | 42,200 |
Total inventories | $ 167,370 | $ 171,260 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment Table (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 357,260 | $ 337,950 |
Less: Accumulated depreciation | 176,130 | 160,480 |
Property and equipment, net | 181,130 | 177,470 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,820 | 14,710 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 67,790 | 60,570 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 274,650 | $ 262,670 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation Expense Table (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Depreciation Expense [Line Items] | |||
Depreciation expense | $ 22,570 | $ 21,380 | $ 18,810 |
Continuing Operations [Member] | |||
Depreciation Expense [Line Items] | |||
Depreciation expense | 22,570 | 21,380 | 18,810 |
Cost of Sales [Member] | Continuing Operations [Member] | |||
Depreciation Expense [Line Items] | |||
Depreciation expense | 19,730 | 18,450 | 16,210 |
Selling, General and Administrative Expenses [Member] | Continuing Operations [Member] | |||
Depreciation Expense [Line Items] | |||
Depreciation expense | $ 2,840 | $ 2,930 | $ 2,600 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities, Current [Abstract] | ||
High deductible insurance | $ 6,580 | $ 7,960 |
Wages and bonus | 16,820 | 13,670 |
Other | 27,080 | 38,520 |
Total accrued liabilities | $ 50,480 | $ 60,150 |
Long-term Debt - Debt Table (De
Long-term Debt - Debt Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Jun. 29, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | ||||
Debt | $ 419,630 | $ 630,810 | ||
Debt issuance costs | (6,050) | (7,760) | ||
Current maturities, debt | 13,850 | 23,400 | ||
Long-term debt, net | $ 405,780 | 607,410 | ||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate, LIBOR plus | [1],[2] | 1.75% | 1.625% | |
Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate, LIBOR plus | [1],[2] | 1.75% | 1.625% | |
Debt | $ 371,820 | 559,530 | ||
Receivables Facility and other [Member] [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt | $ 53,860 | $ 79,040 | ||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Maturity Date | Jun. 30, 2020 | Oct. 16, 2018 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000 | $ 575,000 | ||
Senior Secured Term Loan A [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Maturity Date | Jun. 30, 2020 | Oct. 16, 2018 | ||
Debt Instrument, Face Amount | $ 275,000 | $ 450,000 | ||
[1] | London Interbank Offered Rate ("LIBOR") | |||
[2] | The interest rate spread is based upon the leverage ratio, as defined, as of the most recent determination date. |
Long-term Debt - Credit Agreeme
Long-term Debt - Credit Agreement (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015USD ($)Rate | Jun. 29, 2015USD ($) | Dec. 31, 2015USD ($)Rate | Dec. 31, 2014USD ($)Rate | Dec. 31, 2013USD ($) | |
Debt Instrument [Line Items] | |||||
Net leverage ratio | 2.50 | 2.50 | |||
Write off of Deferred Debt Issuance Cost | $ 1,500,000 | ||||
term loan A facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 275,000,000 | 275,000,000 | |||
Requirements prepayments under term loan A facility | 0 | ||||
Term Loan Facility, Principal Payment on Maturity Date | 202,800,000 | ||||
Revolving credit and term loan facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Incremental debt commitments capacity | 300,000,000 | 300,000,000 | |||
Payments of Debt Extinguishment and Issuance Costs | 1,800,000 | $ 3,800,000 | $ 3,600,000 | ||
Deferred Finance Costs, Noncurrent, Net | 1,400,000 | 1,400,000 | 400,000 | 3,100,000 | |
Debt Issuance Cost | 400,000 | 3,400,000 | 500,000 | ||
Write off of Deferred Debt Issuance Cost | $ 1,900,000 | ||||
U.S. bank debt and receivables facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Unused Borrowing Capacity, Amount | 107,400,000 | 107,400,000 | 192,000,000 | ||
Receivables Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Unused Borrowing Capacity, Amount | 7,100,000 | 7,100,000 | 1,600,000 | ||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | 75,000,000 | 75,000,000 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000,000 | $ 575,000,000 | 500,000,000 | ||
Debt Instrument, Maturity Date | Jun. 30, 2020 | Oct. 16, 2018 | |||
Revolving Credit Facility, Amount Outstanding | $ 100,300,000 | 100,300,000 | 118,100,000 | ||
Revolving Credit Facility, Remaining Borrowing Capacity | 378,100,000 | 378,100,000 | 435,000,000 | ||
Letters of credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 40,000,000 | 40,000,000 | |||
Letters of Credit Outstanding, Amount | 21,600,000 | $ 21,600,000 | $ 21,900,000 | ||
Principal payment, March 2014 through December 2016 [Member] | term loan A facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Term Loan Facility, Quarterly Principal Payments | 3,400,000 | ||||
Principal payment, March 2017 through December 2018 [Member] | term loan A facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Term Loan Facility, Quarterly Principal Payments | $ 5,200,000 | ||||
Fair Value, Inputs, Level 2 [Member] | term loan A facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Fair Value, % of par value | Rate | 99.60% | 99.60% | 99.50% |
Long-term Debt - Receivables Fa
Long-term Debt - Receivables Facility (Details) - Receivables Facility [Member] - USD ($) $ in Millions | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||
Feb. 27, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 29, 2015 | |
Debt Instrument [Line Items] | ||||||
Secured debt, Maximum Borrowing Capacity | $ 75 | $ 75 | $ 105 | |||
Debt cost, 1-month LIBOR plus | 1.00% | |||||
Debt cost, 3-month LIBOR plus | 1.00% | |||||
Debt Instrument, Unused Borrowing Capacity, Fee percentage | 0.35% | |||||
Receivables facility debt outstanding | $ 53.6 | 53.6 | $ 78.7 | |||
Receivables facility debt available but not utilized | $ 7.1 | 7.1 | 1.6 | |||
Receivables facililty, debt aggregate costs | $ 1 | $ 1.3 | $ 1.4 | |||
Average liquidation period, Receivables pool | 1.8 | |||||
Average discount rate, Receivables facility | 1.80% | 1.80% |
Long-term Debt - Long-term Debt
Long-term Debt - Long-term Debt Maturities (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Long-term Debt, Fiscal Year Maturity | |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months (2016) | $ 13,850 |
Long-term Debt, Maturities, Repayments of Principal in Year Two (2017) | 13,850 |
Long-term Debt, Maturities, Repayments of Principal in Year Three (2018) | 15,530 |
Long-term Debt, Maturities, Repayments of Principal in Year Four (2019) | 20,630 |
Long-term Debt, Maturities, Repayments of Principal in Year Five (2020) | 361,820 |
Long-term Debt | $ 425,680 |
Long-term Debt - Debt Issuance
Long-term Debt - Debt Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||
Write off of Deferred Debt Issuance Cost | $ 1,500 | ||
Debt issuance costs | (6,050) | $ (7,760) | |
Amortization of Debt Issuance Costs | $ 1,710 | $ 1,940 | $ 1,780 |
Revolving credit and term loan facilities [Member] | |||
Debt Instrument [Line Items] | |||
Write off of Deferred Debt Issuance Cost | $ 1,900 |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Oct. 10, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | |||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | $ 1,900 | $ 600 | |||
Senior Secured Term Loan B [Member] | Interest Rate Swap [Member] | Cash Flow Hedging [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Cash Received on Hedge | $ 3,300 | ||||
Senior Secured Term Loan B [Member] | Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Interest Expense [Member] | |||||
Derivative [Line Items] | |||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 2,000 | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 1,300 | ||||
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | |||||
Derivative [Line Items] | |||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion | $ (1,000) | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | $ (600) | ||||
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Interest Expense [Member] | |||||
Derivative [Line Items] | |||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (420) | $ 0 | $ 0 | ||
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Interest Expense [Member] | |||||
Derivative [Line Items] | |||||
Derivatives, Loss on Derivatives, Net of Tax | 600 | ||||
Derivative, Loss on Derivatives, Amount of Tax | $ 400 | ||||
Maximum [Member] | Senior Secured Term Loan A [Member] | Interest Rate Swap [Member] | Cash Flow Hedging [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | $ 251,500 | ||||
Maximum [Member] | Senior Secured Term Loan A [Member] | Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Derivative, June 2020 Maturity [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Fixed Interest Rate | 2.68% | ||||
Minimum [Member] | Senior Secured Term Loan A [Member] | Interest Rate Swap [Member] | Cash Flow Hedging [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Fixed Interest Rate | 0.74% | ||||
Minimum [Member] | Senior Secured Term Loan A [Member] | Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Derivative, June 2020 Maturity [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | $ 192,700 |
Derivative Instruments - Design
Derivative Instruments - Designated as hedging, Financial Position (Details) - Designated as Hedging Instrument [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 1,090 | |
Liability Derivatives | $ (2,900) | |
Interest Rate Swap [Member] | Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 430 | 1,270 |
Interest Rate Swap [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | (150) | (180) |
Interest Rate Swap [Member] | Other long-term liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ (3,180) | $ 0 |
Derivative Instruments - Desi83
Derivative Instruments - Designated as hedging, Financial Performance (Details) - Designated as Hedging Instrument [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | $ (1,790) | $ 680 | |
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ (420) | 0 | $ 0 |
Interest Rate Swap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimate of Time to Transfer | 12 months | ||
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred | $ (200) | ||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Income (loss) from discontinued operations, net of tax [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ (440) | $ (970) | $ 2,510 |
Derivative Instruments - Not de
Derivative Instruments - Not designated as hedging, Financial Performance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Loss Recognized in Income | $ 0 | $ 0 | $ (1,480) |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value Measurements (Details) - Interest Rate Swap [Member] - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset Derivatives | $ 1,090 | |
Liability Derivatives | $ (2,900) | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset Derivatives | 0 | |
Liability Derivatives | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset Derivatives | 1,090 | |
Liability Derivatives | (2,900) | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset Derivatives | $ 0 | |
Liability Derivatives | $ 0 |
Leases (Details)
Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Leases [Abstract] | |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 17,400 |
Operating Leases, Future Minimum Payments, Due in Two Years | 16,320 |
Operating Leases, Future Minimum Payments, Due in Three Years | 14,130 |
Operating Leases, Future Minimum Payments, Due in Four Years | 11,380 |
Operating Leases, Future Minimum Payments, Due in Five Years | 9,710 |
Operating Leases, Future Minimum Payments, Due Thereafter | 22,870 |
Operating Leases, Future Minimum Payments Due | $ 91,810 |
Leases Narrative (Details)
Leases Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Leases [Abstract] | |||
Operating Leases, Future Minimum Payments Due, For Discontinued Operations Annually | $ 2.4 | ||
Operating Leases, Rent Expense, Net | $ 17.2 | $ 16.8 | $ 14.7 |
Commitments and Contingencies -
Commitments and Contingencies - Asbestos Narrative (Details) $ in Millions | 12 Months Ended | 288 Months Ended |
Dec. 31, 2015claimantscases | Dec. 31, 2014USD ($) | |
Minimum [Member] | ||
Loss Contingencies [Line Items] | ||
Estimated time until primary insurance is exhausted | 12 months | |
Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Estimated time until primary insurance is exhausted | 18 months | |
Asbestos [Member] | ||
Loss Contingencies [Line Items] | ||
Total settlement costs | $ | $ 7.8 | |
Percentage of settlement and defense costs covered by insurance | 40.00% | |
Asbestos [Member] | Pending Litigation [Member] | ||
Loss Contingencies [Line Items] | ||
Number of pending cases | cases | 1,035 | |
Number of pending claims | 6,242 | |
Number of pending claims seeking specific amounts of damages | 120 |
Commitments and Contingencies89
Commitments and Contingencies - Asbestos Claimant and Settlement (Details) - Asbestos [Member] | 12 Months Ended | ||
Dec. 31, 2015USD ($)claimants | Dec. 31, 2014USD ($)claimants | Dec. 31, 2013USD ($)claimants | |
Loss Contingencies [Line Items] | |||
Number of pending claims at the beginning of period | 7,992 | 7,975 | 7,880 |
Number of pending claims filed during period | 266 | 210 | 360 |
Number of pending claims dismissed during period | 1,990 | 155 | 226 |
Number of pending claims settled during period | 26 | 38 | 39 |
Average settlement amount per claim during period | $ | $ 16,963 | $ 18,734 | $ 8,294 |
Total defense costs during period | $ | $ 3,160,000 | $ 2,800,000 | $ 2,620,000 |
Commitments and Contingencies90
Commitments and Contingencies - Asbestos Damages Sought (Details) - Asbestos [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($)claimants | |
Compensatory and Punitive Damages [Member] | Range 1 [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | $ 0 |
Compensatory and Punitive Damages [Member] | Range 1 [Member] | Maximum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | 5 |
Compensatory and Punitive Damages [Member] | Range 2 [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | 5 |
Compensatory and Punitive Damages [Member] | Range 2 [Member] | Maximum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | 10 |
Compensatory and Punitive Damages [Member] | Range 3 [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | 10 |
Compensatory Only Damages [Member] | Range 1 [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | 0 |
Compensatory Only Damages [Member] | Range 1 [Member] | Maximum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | 0.6 |
Compensatory Only Damages [Member] | Range 2 [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | 0.6 |
Compensatory Only Damages [Member] | Range 2 [Member] | Maximum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | 5 |
Compensatory Only Damages [Member] | Range 3 [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | 5 |
Punitive Only Damages [Member] | Range 1 [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | 0 |
Punitive Only Damages [Member] | Range 1 [Member] | Maximum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | 2.5 |
Punitive Only Damages [Member] | Range 2 [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | 2.5 |
Punitive Only Damages [Member] | Range 2 [Member] | Maximum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | 5 |
Punitive Only Damages [Member] | Range 3 [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | $ 5 |
Pending Litigation [Member] | |
Loss Contingencies [Line Items] | |
Number of pending claims seeking specific amounts of damages | claimants | 120 |
Pending Litigation [Member] | Compensatory and Punitive Damages [Member] | Range 1 [Member] | |
Loss Contingencies [Line Items] | |
Number of pending claims seeking specific amounts of damages | claimants | 57 |
Pending Litigation [Member] | Compensatory and Punitive Damages [Member] | Range 2 [Member] | |
Loss Contingencies [Line Items] | |
Number of pending claims seeking specific amounts of damages | claimants | 38 |
Pending Litigation [Member] | Compensatory and Punitive Damages [Member] | Range 3 [Member] | |
Loss Contingencies [Line Items] | |
Number of pending claims seeking specific amounts of damages | claimants | 25 |
Pending Litigation [Member] | Compensatory Only Damages [Member] | Range 1 [Member] | |
Loss Contingencies [Line Items] | |
Number of pending claims seeking specific amounts of damages | claimants | 12 |
Pending Litigation [Member] | Compensatory Only Damages [Member] | Range 2 [Member] | |
Loss Contingencies [Line Items] | |
Number of pending claims seeking specific amounts of damages | claimants | 45 |
Pending Litigation [Member] | Compensatory Only Damages [Member] | Range 3 [Member] | |
Loss Contingencies [Line Items] | |
Number of pending claims seeking specific amounts of damages | claimants | 63 |
Pending Litigation [Member] | Punitive Only Damages [Member] | Range 1 [Member] | |
Loss Contingencies [Line Items] | |
Number of pending claims seeking specific amounts of damages | claimants | 120 |
Commitments and Contingencies M
Commitments and Contingencies Metaldyne Corporation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2007 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | ||
Common Stock Dividends, Shares | 4,825,587 | |
Loss Contingency, Estimate of Possible Loss | $ 7,200,000 | |
Loss Contingency, Range of Possible Loss, Maximum | 9,600,000 | |
Loss Contingency, Range of Possible Loss, Portion Not Accrued | $ 2,400,000 | |
Allocated Share of Liabilities Not Readily Associated with the Business - TriMas | 42.01% | |
Allocated Share of Liabilities Not Readily Associated with the Business - Metaldyne | 57.99% | |
Indemnification Deductible | $ 50,000 |
Commitments and Contingencies C
Commitments and Contingencies Claims and Litigation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Dec. 31, 2015 | Jun. 30, 2015 | |
Loss Contingencies [Line Items] | ||
Proceeds from Insurance Settlement, Operating Activities | 1.5 | |
Ordinary Course Claims [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Damages Sought, Value | $ 10 | |
Loss Contingency, Damages Paid, Value | $ 2.8 |
Employee Benefit Plans Defined
Employee Benefit Plans Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Defined Contribution Plan, Cost Recognized | $ 5.2 | $ 5.8 | $ 5.6 |
Employee Benefit Plans Define94
Employee Benefit Plans Defined Benefit Plan Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($)Rate | |
Pension and Other Postretirement Benefit Plans, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year | |
Pension and Other Postretirement Benefit Plans, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year | $ | $ 0.9 |
Pension Plans, Defined Benefit [Member] | |
Defined Benefit Plan, Estimated Future Employer Contributions | |
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year | $ | $ 2 |
Defined Benefit Plan, Plan Participants, Pre-65 [Member] | |
Defined Benefit Plan, Assumed Health Care Cost Trend Rates | |
Defined Benefit Plan, Health Care Cost Trend Rate Assumed for Next Fiscal Year | 7.50% |
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate | 5.00% |
Defined Benefit Plan, Year that Rate Reaches Ultimate Trend Rate | 2,022 |
Defined Benefit Plan, Plan Participants, Post-65 [Member] | |
Defined Benefit Plan, Assumed Health Care Cost Trend Rates | |
Defined Benefit Plan, Health Care Cost Trend Rate Assumed for Next Fiscal Year | 7.00% |
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate | 5.00% |
Defined Benefit Plan, Year that Rate Reaches Ultimate Trend Rate | 2,020 |
Employee Benefit Plans - Net Pe
Employee Benefit Plans - Net Periodic Pension and Postretirement Benefit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Pension Plans, Defined Benefit [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Service costs | $ 890 | $ 760 | $ 680 |
Interest costs | 1,580 | 1,760 | 1,610 |
Expected return on plan assets | (1,840) | (2,070) | (1,810) |
Settlements and curtailments gain | 2,750 | 0 | 0 |
Amortization of net (gain)/loss | 1,340 | 1,120 | 1,280 |
Net periodic benefit cost (income) | 4,720 | 1,570 | 1,760 |
Other Postretirement Benefit Plans, Defined Benefit [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Service costs | 0 | 0 | 0 |
Interest costs | 20 | 30 | 40 |
Expected return on plan assets | 0 | 0 | 0 |
Settlements and curtailments gain | 0 | 0 | 0 |
Amortization of net (gain)/loss | (30) | (90) | (80) |
Net periodic benefit cost (income) | $ (10) | $ (60) | $ (40) |
Employee Benefit Plans Assumpti
Employee Benefit Plans Assumptions Used for U.S Defined Benefit Plans Table (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
United States Pension Plans of US Entity, Defined Benefit [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Discount rate for obligations | 4.62% | 4.17% | 5.01% |
Discount rate for benefit costs | 4.17% | 5.01% | 4.24% |
Expected long-term rate of return on plan assets | 7.50% | 7.50% | 7.50% |
Other Postretirement Benefit Plans, Defined Benefit [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Discount rate for obligations | 4.21% | 3.89% | 4.48% |
Discount rate for benefit costs | 3.89% | 4.48% | 3.69% |
Employee Benefit Plans Assump97
Employee Benefit Plans Assumptions Used for Non-U.S. Defined Pension Plans Table (Details) - Foreign Pension Plans, Defined Benefit [Member] | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Discount rate for obligations | 3.80% | 3.70% | 4.50% |
Discount rate for benefit costs | 3.70% | 4.50% | 4.50% |
Rate of increase in compensation levels | 3.90% | 3.80% | 4.10% |
Expected long-term rate of return on plan assets | 4.90% | 5.60% | 5.40% |
Employee Benefit Plans Define98
Employee Benefit Plans Defined Benefit Plan Change in Benefit Obligations and Plan Assets Table (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Pension Plans, Defined Benefit [Member] | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Defined Benefit Plan, Benefit Obligation | $ (43,730) | $ (38,230) | |
Service costs | (890) | (760) | $ (680) |
Interest costs | (1,580) | (1,760) | (1,610) |
Participant contributions | 60 | 60 | |
Actuarial gain (loss) | (150) | (6,470) | |
Benefit payments | (1,640) | (2,230) | |
Settlement payments | 5,210 | 0 | |
Change in foreign currency | 1,320 | 1,320 | |
Defined Benefit Plan, Benefit Obligation | (38,240) | (43,730) | (38,230) |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets | 32,610 | 31,780 | |
Actual return on plan assets | 50 | 1,830 | |
Employer contributions | 3,640 | 2,340 | |
Participant contributions | 60 | 60 | |
Benefit payments | (1,640) | (2,230) | |
Settlement payments | (5,210) | 0 | |
Change in foreign currency | (1,240) | (1,170) | |
Fair value of plan assets | 28,270 | 32,610 | 31,780 |
Defined Benefit Plan, Funded Status of Plan [Abstract] | |||
Funded Status at December 31 | (9,970) | (11,120) | |
Other Postretirement Benefit Plans, Defined Benefit [Member] | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Defined Benefit Plan, Benefit Obligation | (660) | (810) | |
Service costs | 0 | 0 | 0 |
Interest costs | (20) | (30) | (40) |
Participant contributions | 0 | 0 | |
Actuarial gain (loss) | 200 | 100 | |
Benefit payments | (70) | (80) | |
Settlement payments | 0 | 0 | |
Change in foreign currency | 0 | 0 | |
Defined Benefit Plan, Benefit Obligation | (410) | (660) | (810) |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Employer contributions | 70 | 80 | |
Participant contributions | 0 | 0 | |
Benefit payments | (70) | (80) | |
Settlement payments | 0 | 0 | |
Change in foreign currency | 0 | 0 | |
Fair value of plan assets | 0 | 0 | $ 0 |
Defined Benefit Plan, Funded Status of Plan [Abstract] | |||
Funded Status at December 31 | $ (410) | $ (660) |
Employee Benefit Plans Amounts
Employee Benefit Plans Amounts Recognized on Balance Sheet Table (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Pension Plans, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Assets for Plan Benefits, Noncurrent | $ 590 | $ 790 |
Defined Benefit Plan, Amounts Recognized in Balance Sheet | ||
Current liabilities | (320) | (320) |
Noncurrent liabilities | (10,240) | (11,590) |
Net liability recognized at December 31 | (9,970) | (11,120) |
Other Postretirement Benefit Plans, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Assets for Plan Benefits, Noncurrent | 0 | 0 |
Defined Benefit Plan, Amounts Recognized in Balance Sheet | ||
Current liabilities | (50) | (70) |
Noncurrent liabilities | (360) | (590) |
Net liability recognized at December 31 | $ (410) | $ (660) |
Employee Benefit Plans Amoun100
Employee Benefit Plans Amounts Recognized in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Pension Plans, Defined Benefit [Member] | ||
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), after Tax | ||
Unrecognized prior service cost | $ 80 | $ 90 |
Unrecognized net loss/(gain) | 18,570 | 21,420 |
Total accumulated other comprehensive income (loss) recognized at December 31 | 18,650 | 21,510 |
Other Postretirement Benefit Plans, Defined Benefit [Member] | ||
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), after Tax | ||
Unrecognized prior service cost | 0 | 0 |
Unrecognized net loss/(gain) | (840) | (670) |
Total accumulated other comprehensive income (loss) recognized at December 31 | $ (840) | $ (670) |
Employee Benefit Plans Plans wi
Employee Benefit Plans Plans with Benefit Obligations in Excess of Assets Table (Details) - Pension Plans, Defined Benefit [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Accumulated Benefit Obligation | $ (35,890) | $ (41,450) | |
Defined Benefit Plan, Benefit Obligation | 38,240 | 43,730 | $ 38,230 |
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Accumulated Benefit Obligation | 17,940 | 40,630 | |
Defined Benefit Plan, Plans with Benefit Obligations in Excess of Plan Assets, Aggregate Benefit Obligation | (37,560) | (42,910) | |
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Fair Value of Plan Assets | 9,200 | 31,000 | |
Defined Benefit Plan, Plans with Benefit Obligations in Excess of Plan Assets, Aggregate Fair Value of Plan Assets | $ 27,000 | $ 31,000 |
Employee Benefit Plans Effect o
Employee Benefit Plans Effect of Change in Discount Rate and Expected Return on Plan Assets Table (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Pension Plans, Defined Benefit [Member] | |
Effect of Twenty-Five Basis Point Change in Discount Rate | |
Effect of Twenty-Five Basis Point Increase in Discount Rate on Benefit Obligation | $ (1,370) |
Effect of Twenty-Five Basis Point Decrease in Discount Rate on Benefit Obligation | 1,420 |
Effect of Twenty-Five Basis Point Increase in Discount Rate on Expense | (90) |
Effect of Twenty-Five Basis Point Decrease in Discount Rate on Expense | 100 |
Effect of Fifty Basis Point Change in Expected Return on Plan Assets | |
Effect of Fifty Basis Point Increase in Expected Return on Plan Assets on Expense | (150) |
Effect of Fifty Basis Point Decrease in Expected Return on Plan Assets on Expense | 150 |
Other Postretirement Benefit Plans, Defined Benefit [Member] | |
Effect of Twenty-Five Basis Point Change in Discount Rate | |
Effect of Twenty-Five Basis Point Increase in Discount Rate on Benefit Obligation | (10) |
Effect of Twenty-Five Basis Point Decrease in Discount Rate on Benefit Obligation | 10 |
Effect of Twenty-Five Basis Point Increase in Discount Rate on Expense | 0 |
Effect of Twenty-Five Basis Point Decrease in Discount Rate on Expense | $ 0 |
Employee Benefit Plans Weighted
Employee Benefit Plans Weighted Average Asset Allocation by Pension Plan (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
United States Pension Plans of US Entity, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 100.00% | 100.00% |
Defined Benefit Plan, Target Plan Asset Allocations | 100.00% | |
United States Pension Plans of US Entity, Defined Benefit [Member] | Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 62.00% | 63.00% |
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum | 50.00% | |
Defined Benefit Plan, Target Plan Asset Allocations Range Maximum | 70.00% | |
United States Pension Plans of US Entity, Defined Benefit [Member] | Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 36.00% | 35.00% |
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum | 30.00% | |
Defined Benefit Plan, Target Plan Asset Allocations Range Maximum | 50.00% | |
United States Pension Plans of US Entity, Defined Benefit [Member] | Cash and Cash Equivalents [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 2.00% | 2.00% |
Defined Benefit Plan, Target Plan Asset Allocations | 0.00% | |
Foreign Pension Plans, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 100.00% | 100.00% |
Defined Benefit Plan, Target Plan Asset Allocations | 100.00% | |
Foreign Pension Plans, Defined Benefit [Member] | Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 40.00% | 52.00% |
Defined Benefit Plan, Target Plan Asset Allocations | 55.00% | |
Foreign Pension Plans, Defined Benefit [Member] | Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 46.00% | 48.00% |
Defined Benefit Plan, Target Plan Asset Allocations | 45.00% | |
Foreign Pension Plans, Defined Benefit [Member] | Cash and Cash Equivalents [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 14.00% | 0.00% |
Defined Benefit Plan, Target Plan Asset Allocations | 0.00% |
Employee Benefit Plans Pension
Employee Benefit Plans Pension Plan Assets Fair Value Hierarchy Table (Details) - Pension Plans, Defined Benefit [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | $ 28,270 | $ 32,610 | $ 31,780 | |
Fair Value, Inputs, Level 1 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 2,550 | |||
Fair Value, Inputs, Level 2 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 25,720 | |||
Fair Value, Inputs, Level 3 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 0 | |||
Equity Securities [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 13,980 | |||
Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 0 | |||
Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 13,980 | |||
Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 0 | |||
Fixed Income Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 7,920 | |||
Fixed Income Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 0 | |||
Fixed Income Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 7,920 | |||
Fixed Income Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 0 | |||
Corporate Debt Securities [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 3,540 | |||
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 0 | |||
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 3,540 | |||
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 0 | |||
Asset-backed Securities [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | [1] | 110 | ||
Asset-backed Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | [1] | 0 | ||
Asset-backed Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | [1] | 110 | ||
Asset-backed Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | [1] | 0 | ||
Cash and Cash Equivalents [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 2,720 | |||
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 2,550 | |||
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | 170 | |||
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair Value of Plan Assets | $ 0 | |||
[1] | Comprised of mortgage-backed, asset backed securities and non-government backed c.m.o.s |
Employee Benefit Plans Future B
Employee Benefit Plans Future Benefit Payments Table (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Pension Plans, Defined Benefit [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Expected Future Benefit Payments, Next Twelve Months | $ 1,490 |
Expected Future Benefit Payments, Year Two | 1,510 |
Expected Future Benefit Payments, Year Three | 1,580 |
Expected Future Benefit Payments, Year Four | 1,640 |
Expected Future Benefit Payments, Year Five | 1,680 |
Expected Future Benefit Payments, Five Fiscal Years Thereafter | 9,420 |
Other Postretirement Benefit Plans, Defined Benefit [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Expected Future Benefit Payments, Next Twelve Months | 50 |
Expected Future Benefit Payments, Year Two | 40 |
Expected Future Benefit Payments, Year Three | 40 |
Expected Future Benefit Payments, Year Four | 40 |
Expected Future Benefit Payments, Year Five | 30 |
Expected Future Benefit Payments, Five Fiscal Years Thereafter | $ 130 |
Employee Benefit Plans Effec106
Employee Benefit Plans Effect of One Percentage Point Change in Assumed Health Care Cost Trend Table (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates | |
Effect of One Percentage Point Increase on Service and Interest Cost Components | $ 0 |
Effect of One Percentage Point Decrease on Service and Interest Cost Components | 0 |
Effect of One Percentage Point Increase on Accumulated Postretirement Benefit Obligation | 30 |
Effect of One Percentage Point Decrease on Accumulated Postretirement Benefit Obligation | $ (30) |
Equity Awards - Equity Awards N
Equity Awards - Equity Awards Narrative (Details) | Dec. 31, 2015shares |
Director Retainer [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Approved for Issuance | 100,000 |
2011 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fungible Ratio | 1.75 |
Shares Approved for Issuance | 3,246,588 |
2006 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fungible Ratio | 2 |
Shares Approved for Issuance | 2,870,221 |
2002 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fungible Ratio | 1 |
Shares Approved for Issuance | 2,111,567 |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fungible Ratio | 1 |
Equity Awards - Stock Options N
Equity Awards - Stock Options Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options Granted | 0 | 0 | 0 |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable/Vested stock options | 206,123 | ||
Fair value of exercisable/vested stock options | $ 0.1 | $ 0.1 | |
Allocated Share-based Compensation Expense | $ 0 | 0 | 0 |
Allocated Share-based Compensation Expense | $ 0 | 0 | 0 |
Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period for Recognition of Share-based Compensation Cost Not yet Recognized | 1 year 11 months | ||
Allocated Share-based Compensation Expense | $ 6.3 | 7.1 | 8.8 |
Allocated Share-based Compensation Expense | $ 6.3 | $ 7.1 | $ 8.8 |
Equity Awards - Stock Option Ac
Equity Awards - Stock Option Activity Table (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($)$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of Options Outstanding, beginning balance | 298,095 | [1] |
Number of Options Exercised | (83,242) | |
Number of Options Cancelled | (5,769) | |
Number of Options Expired | (2,961) | |
Number of Options Outstanding, ending balance | 206,123 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Options Outstanding, Weighted Average Price, beginning | $ / shares | $ 5.40 | [1] |
Options Exercised, Weighted Average Price | $ / shares | 6.26 | |
Options Cancelled, Weighted Average Price | $ / shares | 5.95 | |
Options Expired, Weighted Average Price | $ / shares | 19.42 | |
Options Outstanding, Weighted Average Price, ending | $ / shares | $ 4.84 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | ||
Options Average Remaining Contractual Life (Years) | 2 years 7 months | |
Options Aggregate Intrinsic Value | $ | $ 2,880,112 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Spin-off Adjustment | 46,428 | |
[1] | Beginning balance and weighted average option price have been retrospectively adjusted to give effect to the distribution ratio as required per the anti-dilution provisions of the Plans, resulting in 46,428 additional shares. |
Equity Awards - Restricted Shar
Equity Awards - Restricted Shares Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2015 | |
Restricted Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of Unvested Restricted Shares Granted | 576,860 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 338,289 | |||||||
Unrecognized Compensation Cost | $ 8,100 | |||||||
Period for Recognition of Share-based Compensation Cost Not yet Recognized | 1 year 11 months | |||||||
Restricted shares-based compensation expense | $ 6,300 | $ 7,100 | $ 8,800 | |||||
Restricted Shares [Member] | Non-employee independent director [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted shares issued related to director fee deferrals | 11,026 | 10,140 | 5,215 | |||||
Plan 2 [Member] | Service-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of Unvested Restricted Shares Granted | 42,937 | 40,837 | 41,480 | |||||
Award requisite service period | 1 year | |||||||
Cash value of incentive plan | 80.00% | |||||||
Restriced shares value of incentive plan | 20.00% | |||||||
Plan 3 [Member] | Restricted Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of Unvested Restricted Shares Granted | 243,124 | |||||||
Plan 3 [Member] | Service-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award requisite service period | 3 years | |||||||
Plan 5 [Member] | Service-based restriced shares [Member] | Non-employee independent director [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of Unvested Restricted Shares Granted | 32,040 | 20,832 | 17,240 | |||||
Award requisite service period | 1 year | |||||||
Plan 8 [Member] | Performance-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of Unvested Restricted Shares Granted | 192,348 | |||||||
Risk-Free Interest Rate | 0.85% | |||||||
Expected Volatility | 35.80% | |||||||
Plan 6 [Member] | Restricted Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of Unvested Restricted Shares Granted | 238,808 | |||||||
Plan 6 [Member] | Service-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award requisite service period | 3 years | |||||||
Plan 7 [Member] | Service-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of Unvested Restricted Shares Granted | 1,760 | 2,200 | ||||||
Award requisite service period | 1 year | |||||||
Plan 1 [Member] | Service-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of Unvested Restricted Shares Granted | 209,825 | 23,226 | 29,498 | |||||
Award requisite service period | 3 years | |||||||
Minimum [Member] | Plan 2 [Member] | Service-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
ICP, Threshold target for granting stock awards | $ 20 | |||||||
Total shareholder return metric [Member] | Plan 3 [Member] | Performance-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of Unvested Restricted Shares Granted | 86,924 | |||||||
Risk-Free Interest Rate | 0.50% | |||||||
Expected Volatility | 38.80% | |||||||
Total shareholder return metric [Member] | Minimum [Member] | Plan 3 [Member] | Performance-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award percentage earned based on metric over the performance period | 0.00% | |||||||
Total shareholder return metric [Member] | Minimum [Member] | Plan 8 [Member] | Performance-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award percentage earned based on metric over the performance period | 0.00% | |||||||
Total shareholder return metric [Member] | Maximum [Member] | Plan 3 [Member] | Performance-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award percentage earned based on metric over the performance period | 200.00% | |||||||
Total shareholder return metric [Member] | Maximum [Member] | Plan 8 [Member] | Performance-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award percentage earned based on metric over the performance period | 200.00% | |||||||
EPS CAGR and cash generation metric [Member] [Member] | Plan 4 [Member] | Performance-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award percentage attained | 70.25% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 28,205 | |||||||
EPS CAGR and cash generation metric [Member] [Member] | Plan 6 [Member] | Performance-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award percentage attained | 50.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 14,331 | |||||||
EPS CAGR and ROIC metric [Member] | Plan 3 [Member] | Performance-based restriced shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Performance Period Complete | 50.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award percentage attained | 30.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 35,096 |
Equity Awards - Restricted S111
Equity Awards - Restricted Shares Activity Table (Details) - Restricted Shares [Member] - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | [1] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Number of Unvested Restricted Shares Granted | 576,860 | |||
Number of Unvested Restricted Shares Vested | (340,493) | |||
Number of Unvested Restricted Shares Cancelled | (338,289) | |||
Number of Unvested Restricted Shares Outstanding, ending balance | 765,314 | 867,236 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||||
Unvested Restricted Shares Outstanding, Weighted Average Grant Date Fair Value, beginning | [1] | $ 24.66 | ||
Unvested Restricted Shares Granted, Weighted Average Grant Date Fair Value | 23.49 | |||
Unvested Restricted Shares Vested, Weighted Average Grant Date Fair Value | 23.74 | |||
Unvested Restricted Shares Cancelled, Weighted Average Grant Date Fair Value | 25.68 | |||
Unvested Restricted Shares Outstanding, Weighted Average Grant Date Fair Value, ending | $ 23.73 | $ 24.66 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures | ||||
Restricted Shares Average Remaining Contractual Life (Years) | 1 year | |||
Restricted Shares Aggregate Intrinsic Value | $ 14,273,106 | |||
Share-based Compensation Arrangement by Share-based Payment Award Other Than Options, Spin-off Adjustment | 141,777 | |||
[1] | Beginning balance and weighted average grant date fair value have been retrospectively adjusted to give effect to the distribution ratio as required per the anti-dilution provisions of the Plans, resulting in 141,777 additional shares. |
Other Comprehensive Income (Det
Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Balance, at beginning of year | $ 10,220 | $ 27,830 | |||
Net unrealized gains (losses) arising during the period | (17,300) | (20,030) | |||
Less: Net realized gains reclassified to net income | (4,090) | (2,420) | |||
Other Comprehensive Income (Loss), Net of Tax | (13,210) | (17,610) | $ (11,430) | ||
Accumulated Other Comprehensive Income (Loss), Attributed to Spin-off | (8,310) | ||||
Balance, at end of year | (11,300) | 10,220 | 27,830 | ||
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), Net of Tax | 1,810 | (3,340) | 1,600 | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | (2,650) | (450) | 2,740 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (12,370) | (13,820) | (15,770) | ||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, before Reclassification Adjustments, Tax | 400 | 2,000 | |||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 1,900 | 600 | |||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Tax | 1,800 | 300 | |||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | 300 | 300 | |||
Defined Benefit Plans | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Balance, at beginning of year | (14,180) | (10,840) | |||
Net unrealized gains (losses) arising during the period | (1,320) | [1] | (4,040) | [2] | |
Less: Net realized gains reclassified to net income | (3,130) | [3] | (700) | [4] | |
Accumulated Other Comprehensive Income (Loss), Attributed to Spin-off | 0 | ||||
Balance, at end of year | (12,370) | (14,180) | (10,840) | ||
Derivative Instruments | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Balance, at beginning of year | 610 | 1,060 | |||
Net unrealized gains (losses) arising during the period | (3,610) | [1] | (900) | [2] | |
Less: Net realized gains reclassified to net income | (960) | [3] | (450) | [4] | |
Accumulated Other Comprehensive Income (Loss), Attributed to Spin-off | 250 | ||||
Balance, at end of year | (1,790) | 610 | 1,060 | ||
Foreign Currency Translation | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Balance, at beginning of year | 23,790 | 37,610 | |||
Net unrealized gains (losses) arising during the period | (12,370) | (15,090) | |||
Less: Net realized gains reclassified to net income | 0 | (1,270) | |||
Accumulated Other Comprehensive Income (Loss), Attributed to Spin-off | (8,560) | ||||
Balance, at end of year | $ 2,860 | $ 23,790 | $ 37,610 | ||
[1] | Defined benefit plans, net of income tax expense of $0.4 million. See Note 16, "Employee Benefit Plans," for additional details. Derivative instruments, net of income tax expense of $1.9 million. See Note 13, "Derivative Instruments," for further details. | ||||
[2] | Defined benefit plans, net of income tax expense of $2.0 million. See Note 16, "Employee Benefit Plans," for additional details. Derivative instruments, net of income tax expense of $0.6 million. See Note 13, "Derivative Instruments," for further details. | ||||
[3] | Defined benefit plans, net of income tax expense of $1.8 million. See Note 16, "Employee Benefit Plans," for additional details. Derivative instruments, net of income tax expense of $0.3 million. See Note 13, "Derivative Instruments," for further details | ||||
[4] | Defined benefit plans, net of income tax expense of $0.3 million. See Note 16, "Employee Benefit Plans," for additional details. Derivative instruments, net of income tax expense of $0.3 million. See Note 13, "Derivative Instruments," for further details. |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Segment Reporting Information [Line Items] | |||||
Operating Profit (Loss) | $ (4,250) | $ 86,650 | $ 97,210 | ||
Capital Expenditures | 28,660 | 23,000 | 24,230 | ||
Operating Net Assets | 1,017,550 | 1,318,470 | 1,007,480 | ||
Current Liabilities | 152,750 | 306,960 | 261,510 | ||
Assets | 1,170,300 | 1,625,430 | 1,268,990 | ||
Continuing Operations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 863,980 | 887,300 | 799,700 | ||
Operating Profit (Loss) | (4,250) | 86,650 | 97,210 | ||
Capital Expenditures | 28,660 | 23,000 | 24,230 | ||
Depreciation and Amortization | 43,540 | 37,440 | 31,100 | ||
Operating Net Assets | 1,017,550 | 1,105,110 | [1] | 766,790 | [1] |
Discontinued Operations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Net Assets | 0 | 213,360 | 240,690 | ||
Packaging [Member] | Continuing Operations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 334,270 | 337,710 | 313,220 | ||
Operating Profit (Loss) | 78,470 | 77,850 | 83,770 | ||
Capital Expenditures | 13,670 | 13,730 | 11,010 | ||
Depreciation and Amortization | 20,920 | 20,410 | 18,960 | ||
Operating Net Assets | 380,630 | 398,530 | 377,480 | ||
Aerospace [Member] | Continuing Operations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 176,480 | 121,510 | 95,530 | ||
Operating Profit (Loss) | 28,320 | 17,830 | 22,830 | ||
Capital Expenditures | 5,010 | 4,430 | 4,810 | ||
Depreciation and Amortization | 13,290 | 7,630 | 3,790 | ||
Operating Net Assets | 494,570 | 498,560 | 150,750 | ||
Energy [Member] | Continuing Operations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 193,390 | 206,720 | 205,580 | ||
Operating Profit (Loss) | (97,160) | (6,660) | 8,620 | ||
Capital Expenditures | 7,610 | 2,690 | 5,250 | ||
Depreciation and Amortization | 4,790 | 4,600 | 3,820 | ||
Operating Net Assets | 90,880 | 170,430 | 180,410 | ||
Engineered Components [Member] | Continuing Operations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 159,840 | 221,360 | 185,370 | ||
Operating Profit (Loss) | 18,240 | 34,080 | 19,450 | ||
Capital Expenditures | 2,320 | 1,690 | 2,190 | ||
Depreciation and Amortization | 4,200 | 4,460 | 4,270 | ||
Operating Net Assets | 67,460 | 65,910 | 73,780 | ||
Corporate [Member] | Continuing Operations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Profit (Loss) | (32,120) | (36,450) | (37,460) | ||
Capital Expenditures | 50 | 460 | 970 | ||
Depreciation and Amortization | 340 | 340 | 260 | ||
Operating Net Assets | $ (15,990) | $ (28,320) | $ (15,630) | ||
[1] | Excludes discontinued operations. See Note 6, "Discontinued Operations". |
Segment Information Revenues an
Segment Information Revenues and Operating Net Assets by Geographical Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Operating Net Assets | $ 1,017,550 | $ 1,318,470 | $ 1,007,480 | ||
Continuing Operations [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net Sales | 863,980 | 887,300 | 799,700 | ||
Operating Net Assets | 1,017,550 | 1,105,110 | [1] | 766,790 | [1] |
Continuing Operations [Member] | Europe [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net Sales | 70,760 | 75,350 | 74,760 | ||
Operating Net Assets | 61,050 | 74,350 | [1] | 110,570 | [1] |
Continuing Operations [Member] | Australia | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net Sales | 1,480 | 1,810 | 2,260 | ||
Operating Net Assets | 250 | 1,790 | [1] | 1,960 | [1] |
Continuing Operations [Member] | Asia [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net Sales | 28,800 | 22,850 | 14,620 | ||
Operating Net Assets | 79,400 | 80,840 | [1] | 41,340 | [1] |
Continuing Operations [Member] | Other Americas [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net Sales | 17,000 | 23,370 | 28,910 | ||
Operating Net Assets | 12,130 | 20,300 | [1] | 43,960 | [1] |
Continuing Operations [Member] | Reportable Geographical Components [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net Sales | 118,040 | 123,380 | 120,550 | ||
Operating Net Assets | 152,830 | 177,280 | [1] | 197,830 | [1] |
Continuing Operations [Member] | United States | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net Sales | 745,940 | 763,920 | 679,150 | ||
Operating Net Assets | $ 864,720 | $ 927,830 | [1] | $ 568,960 | [1] |
[1] | Excludes discontinued operations. See Note 6, "Discontinued Operations". |
Segment Information Narrative (
Segment Information Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting [Abstract] | |||
Export Sales from the United States of America | $ 82.7 | $ 95.3 | $ 85.8 |
Income Taxes Income Tax by Juri
Income Taxes Income Tax by Jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ (3,150) | $ 67,300 | $ 47,760 |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (18,970) | 2,300 | 28,390 |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | (22,120) | 69,600 | 76,150 |
Current Federal Tax Expense (Benefit) | 12,150 | 24,630 | 13,020 |
Current State and Local Tax Expense (Benefit) | 1,080 | 3,440 | 1,740 |
Current Foreign Tax Expense (Benefit) | 2,060 | 1,170 | 6,690 |
Current Income Tax Expense (Benefit) | 15,290 | 29,240 | 21,450 |
Deferred Federal Income Tax Expense (Benefit) | (1,980) | (9,370) | (2,420) |
Deferred State and Local Income Tax Expense (Benefit) | (1,530) | (40) | (1,280) |
Deferred Foreign Income Tax Expense (Benefit) | (5,240) | 2,880 | (840) |
Deferred Income Tax Expense (Benefit) | (8,750) | (6,530) | (4,540) |
Income Tax Expense (Benefit), Continuing Operations | $ 6,540 | $ 22,710 | $ 16,910 |
Income Taxes Components of Defe
Income Taxes Components of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Components of Deferred Tax Assets | ||
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts | $ 550 | $ 350 |
Deferred Tax Assets, Inventory | 5,680 | 5,680 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Other | 27,550 | 34,430 |
Deferred Tax Assets, Operating Loss and Credit Carryforwards | 4,660 | 12,420 |
Deferred Tax Assets, Gross | 38,440 | 52,880 |
Deferred Tax Assets, Valuation Allowance | (3,060) | (5,980) |
Deferred Tax Assets, Net of Valuation Allowance | 35,380 | 46,900 |
Components of Deferred Tax Liabilities | ||
Deferred Tax Liabilities, Property, Plant and Equipment | (16,340) | (19,290) |
Deferred Tax Liabilities, Goodwill and Intangible Assets | (26,600) | (44,570) |
Deferred Tax Liabilities, Other | (3,450) | (5,020) |
Deferred Tax Liabilities, Gross | (46,390) | (68,880) |
Deferred Tax Liabilities, Net | $ (11,010) | $ (21,980) |
Income Taxes Income Tax Expense
Income Taxes Income Tax Expense Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 35.00% | 35.00% | 35.00% |
Income Tax Reconciliation, Income Tax Expense (Benefit), at Federal Statutory Income Tax Rate | $ (7,740) | $ 24,360 | $ 26,650 |
Income Tax Reconciliation, State and Local Income Taxes | (520) | 2,520 | 280 |
Income Tax Reconciliation, Foreign Income Tax Rate Differential | 110 | (200) | (4,330) |
Income Tax Reconciliation, Tax Contingencies | (460) | (2,490) | (1,900) |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount | 11,430 | 0 | 0 |
Effective Income Tax Rate Reconciliation, Tax Exempt Income, Amount | (980) | 0 | (5,460) |
Income Tax Reconciliation, Nondeductible Expense, Restructuring Charges (Benefits) | 0 | 0 | 2,230 |
Income Tax Reconciliation, Noncontrolling Interest Income (Expense) | 0 | (280) | (1,410) |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | (1,680) | (1,920) | (1,680) |
Income Tax Reconciliation, Tax on Undistributed Foreign Earnings | 610 | 50 | 290 |
Income Tax Reconciliation, Change in Deferred Tax Assets Valuation Allowance | 3,770 | 3,270 | 820 |
Income Tax Reconciliation, Other Adjustments | 2,000 | (2,600) | 1,420 |
Income Tax Expense (Benefit), Continuing Operations | $ 6,540 | $ 22,710 | $ 16,910 |
Income Taxes Operating Loss Car
Income Taxes Operating Loss Carryforwards Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 29.9 |
Foreign Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 9.5 |
Minimum [Member] | State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards, Expiration Date | Jan. 1, 2024 |
Maximum [Member] | State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2027 |
Income Taxes Narrative (Details
Income Taxes Narrative (Details) $ in Millions | Dec. 31, 2015USD ($) |
Income Tax Disclosure [Abstract] | |
Undistributed Earnings of Foreign Subsidiaries | $ 87.2 |
Income Taxes Unrecognized Tax B
Income Taxes Unrecognized Tax Benefits Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)number | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Income Tax Contingency [Line Items] | |||
Unrecognized Tax Benefits | $ 4,610 | $ 5,270 | $ 8,470 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 4,100 | 4,800 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 2,200 | $ 2,200 | |
Minimum [Member] | |||
Income Tax Contingency [Line Items] | |||
Open Tax Year | 2,014 | ||
Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
Open Tax Year | 2,010 | ||
Foreign Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Income Tax Examinations, Number | number | 1 |
Income Taxes Unrecognized Ta122
Income Taxes Unrecognized Tax Benefits Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized Tax Benefits, Beginning | $ 5,270 | $ 8,470 |
Unrecognized Tax Benefits, Increases Resulting from Current Period Tax Positions | 240 | 390 |
Unrecognized Tax Benefits, Increases Resulting from Prior Period Tax Positions | 1,570 | 270 |
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions | (360) | (1,280) |
Unrecognized Tax Benefits, Decreases Resulting from Settlements with Taxing Authorities | (390) | 0 |
Unrecognized Tax Benefits, Reductions Resulting from Lapse of Applicable Statute of Limitations | (1,720) | (2,580) |
Unrecognized Tax Benefits, Ending | $ 4,610 | $ 5,270 |
Summary Quarterly Financial 123
Summary Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Net sales | $ 192,760 | $ 222,190 | $ 224,900 | $ 224,130 | $ 223,430 | $ 222,330 | $ 224,710 | $ 216,830 | $ 863,980 | $ 887,300 | $ 799,700 | |
Gross Profit | 49,000 | 62,470 | 61,720 | 62,920 | 53,940 | 59,870 | 62,760 | 60,440 | 236,110 | 237,010 | 226,040 | |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | (60,800) | [1] | 11,710 | 8,490 | 11,940 | 7,670 | 11,090 | 14,440 | 13,690 | (28,660) | 46,890 | 59,240 |
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | (6,780) | 2,040 | (6,200) | 11,140 | 11,760 | 5,690 | (4,740) | 22,390 | 20,830 | |
Net income (loss) | $ (60,800) | $ 11,710 | $ 1,710 | $ 13,980 | 1,470 | 22,230 | 26,200 | 19,380 | (33,400) | 69,280 | 80,070 | |
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | 0 | 0 | 0 | 810 | 0 | 810 | 4,520 | |||||
Net income (loss) attributable to TriMas Corporation | $ 1,470 | $ 22,230 | $ 26,200 | $ 18,570 | $ (33,400) | $ 68,470 | $ 75,550 | |||||
Basic earnings (loss) per share attributable to TriMas Corporation: | ||||||||||||
Continuing operations | $ (1.35) | $ 0.26 | $ 0.19 | $ 0.26 | $ 0.17 | $ 0.24 | $ 0.32 | $ 0.29 | $ (0.64) | $ 1.03 | $ 1.34 | |
Discontinued operations | 0 | 0 | (0.15) | 0.05 | (0.14) | 0.25 | 0.26 | 0.12 | (0.10) | 0.50 | 0.51 | |
Net income (loss) per share | $ (1.35) | $ 0.26 | $ 0.04 | $ 0.31 | $ 0.03 | $ 0.49 | $ 0.58 | $ 0.41 | $ (0.74) | $ 1.53 | $ 1.85 | |
Weighted average shares—basic | 45,188,303 | 45,157,412 | 45,150,827 | 44,997,961 | 44,938,675 | 44,919,340 | 44,901,090 | 44,768,594 | 45,123,626 | 44,881,925 | 40,926,257 | |
Diluted earnings (loss) per share attributable to TriMas Corporation: | ||||||||||||
Continuing operations | $ (1.35) | $ 0.26 | $ 0.19 | $ 0.26 | $ 0.17 | $ 0.24 | $ 0.32 | $ 0.29 | $ (0.64) | $ 1.02 | $ 1.32 | |
Discontinued operations | 0 | 0 | (0.15) | 0.05 | (0.14) | 0.25 | 0.26 | 0.12 | (0.10) | 0.49 | 0.51 | |
Net income (loss) per share | $ (1.35) | $ 0.26 | $ 0.04 | $ 0.31 | $ 0.03 | $ 0.49 | $ 0.58 | $ 0.41 | $ (0.74) | $ 1.51 | $ 1.83 | |
Weighted average shares—diluted | 45,188,303 | 45,499,104 | 45,418,907 | 45,400,843 | 45,384,460 | 45,276,199 | 45,230,862 | 45,186,114 | 45,123,626 | 45,269,409 | 41,395,706 | |
Goodwill and Intangible Asset Impairment | $ 75,700 | $ 75,680 | $ 0 | $ 0 | ||||||||
[1] | Loss from continuing operations for the fourth quarter of 2015 includes pre-tax goodwill and indefinite-lived intangible asset impairment charges of $75.7 million. See Note 8, "Goodwill and Other Intangible Assets", for further details. |