Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 27, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | NNBR | |
Entity Registrant Name | NN INC | |
Entity Central Index Key | 918,541 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 27,125,168 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Income and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 214,272 | $ 164,856 | $ 426,498 | $ 328,601 |
Cost of products sold (exclusive of depreciation and amortization shown separately below) | 156,794 | 128,708 | 316,548 | 258,025 |
Selling, general and administrative | 21,592 | 13,962 | 42,304 | 25,961 |
Depreciation and amortization | 15,136 | 8,597 | 32,484 | 17,091 |
Restructuring and impairment charges | 4,047 | 6,585 | ||
Income from operations | 16,703 | 13,589 | 28,577 | 27,524 |
Interest expense | 16,165 | 6,021 | 32,587 | 11,959 |
Other (income) expense, net | (824) | 19 | (1,953) | 1,419 |
Income (loss) before provision (benefit) for income taxes and share of net income from joint venture | 1,362 | 7,549 | (2,057) | 14,146 |
Provision (benefit) expense for income taxes | 674 | 1,617 | (46) | 3,073 |
Share of net income from joint venture | 1,343 | 1,021 | 2,743 | 1,882 |
Net income | 2,031 | 6,953 | 732 | 12,955 |
Other comprehensive income (loss): | ||||
Change in fair value of interest rate hedge | (79) | (61) | (1,081) | (1,625) |
Foreign currency translation gain (loss) | (2,925) | 4,065 | 3,794 | (12,231) |
Other comprehensive income (loss) | (3,004) | 4,004 | 2,713 | (13,856) |
Comprehensive income (loss) | $ (973) | $ 10,957 | $ 3,445 | $ (901) |
Basic income per share: | ||||
Net income | $ 0.08 | $ 0.36 | $ 0.03 | $ 0.68 |
Weighted average shares outstanding | 27,024 | 19,215 | 26,923 | 19,064 |
Diluted income per share: | ||||
Net income | $ 0.07 | $ 0.36 | $ 0.03 | $ 0.67 |
Weighted average shares outstanding | 27,187 | 19,582 | 27,050 | 19,416 |
Cash dividends per common share | $ 0.07 | $ 0.07 | $ 0.14 | $ 0.14 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 15,080 | $ 15,087 |
Accounts receivable, net | 147,053 | 123,005 |
Inventories | 118,784 | 119,836 |
Income tax receivable | 4,046 | 3,989 |
Current deferred tax assets | 6,696 | |
Other current assets | 12,920 | 11,568 |
Total current assets | 297,883 | 280,181 |
Property, plant and equipment, net | 323,244 | 318,968 |
Goodwill, net | 448,690 | 449,898 |
Intangible assets, net | 267,769 | 282,169 |
Non-current deferred tax assets | 742 | |
Investment in joint venture | 41,205 | 38,462 |
Other non-current assets | 10,950 | 10,147 |
Total assets | 1,389,741 | 1,380,567 |
Current liabilities: | ||
Accounts payable | 65,862 | 69,101 |
Accrued salaries, wages and benefits | 23,392 | 21,125 |
Income taxes payable | 2,042 | 5,350 |
Current maturities of long-term debt | 19,537 | 11,714 |
Current portion of obligation under capital lease | 4,101 | 4,786 |
Other current liabilities | 23,941 | 21,275 |
Total current liabilities | 138,875 | 133,351 |
Non-current deferred tax liabilities | 112,256 | 117,459 |
Long-term debt, net of current portion | 801,213 | 795,400 |
Accrued post-employment benefits | 6,045 | 6,157 |
Obligation under capital lease, net of current portion | 7,656 | 9,573 |
Other | 6,290 | 4,746 |
Total liabilities | 1,072,335 | 1,066,686 |
Total stockholders' equity | 317,406 | 313,881 |
Total liabilities and stockholders' equity | $ 1,389,741 | $ 1,380,567 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2016 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Non-controlling Interest [Member] |
Beginning Balance at Dec. 31, 2015 | $ 313,881 | $ 269 | $ 277,582 | $ 55,151 | $ (19,153) | $ 32 |
Beginning Balance, Shares at Dec. 31, 2015 | 26,849 | |||||
Net income (loss) | 732 | 732 | ||||
Dividends paid | (3,773) | (3,773) | ||||
Stock option expense | 494 | 494 | ||||
Shares issued for option exercises | $ 1,525 | $ 1 | 1,524 | |||
Shares issued for option exercises, Shares | 145 | 145 | ||||
Restricted and performance based stock compensation expense | $ 1,991 | $ 1 | 1,990 | |||
Restricted and performance based stock compensation expense,shares | 152 | |||||
Restricted shares forgiven for taxes and forfeited | (157) | (157) | ||||
Restricted shares forgiven for taxes and forfeited, shares | (21) | |||||
Foreign currency translation gain | 3,794 | 3,794 | ||||
Change in fair value of interest rate hedge | (1,081) | (1,081) | ||||
Ending Balance at Jun. 30, 2016 | $ 317,406 | $ 271 | $ 281,433 | $ 52,110 | $ (16,440) | $ 32 |
Ending Balance, Shares at Jun. 30, 2016 | 27,125 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 732 | $ 12,955 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 32,484 | 17,091 |
Amortization of debt issuance costs | 1,986 | 1,146 |
Joint venture net income in excess of cash received | (2,743) | (1,882) |
Compensation expense from issuance of restricted stock and incentive stock options | 2,485 | 1,771 |
Deferred income tax expense (benefit) | 2,235 | |
Non-cash restructuring and impairment charges | 1,891 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (24,048) | (17,393) |
Inventories | 1,713 | 1,305 |
Accounts payable | (3,239) | (6,317) |
Other assets and liabilities | (1,872) | (4,399) |
Net cash provided by operating activities | 11,624 | 4,277 |
Cash flows from investing activities: | ||
Acquisition of property, plant and equipment | (18,223) | (16,166) |
Proceeds from measurement period adjustments to previous acquisition | 1,635 | |
Proceeds from disposals of property, plant and equipment | 215 | 433 |
Cash paid to acquire businesses, net of cash received | (8,966) | |
Capital contributions to joint venture | (1,372) | |
Net cash used by investing activities | (16,373) | (26,071) |
Cash flows from financing activities: | ||
Debt issue costs paid | (136) | |
Dividends Paid | (3,773) | (2,676) |
Proceeds from long-term debt | 11,000 | 8,517 |
Repayment of long-term debt | (5,875) | |
Proceeds of short-term debt, net | 6,580 | 1,453 |
Proceeds from issuance of stock and exercise of stock options | 1,525 | 1,831 |
Principal payments on capital lease | (2,462) | (2,618) |
Net cash provided by financing activities | 6,995 | 6,371 |
Effect of exchange rate changes on cash flows | (2,253) | (485) |
Net change in cash and cash equivalents | (7) | (15,908) |
Cash and cash equivalents at beginning of year | 15,087 | 37,317 |
Cash and cash equivalents at end of year | $ 15,080 | $ 21,409 |
Interim Financial Statements
Interim Financial Statements | 6 Months Ended |
Jun. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Statements | Note 1. Interim Financial Statements We are a diversified industrial company and a leading global manufacturer of high precision bearing components, industrial plastic products and precision metal components to a variety of markets on a global basis. We have 41 manufacturing plants in North America, Western Europe, Eastern Europe, South America and China. Our business is aggregated into three reportable segments, the Precision Bearing Components Group (formerly known as our Metal Bearing Components Group), the Precision Engineered Products Group (formerly known as our Plastics and Rubber Components Group) and the Autocam Precision Components Group. As used in this Quarterly Report on Form 10-Q, the terms “NN”, “the Company”, “we”, “our”, or “us” mean NN, Inc. and its subsidiaries. The accompanying Condensed Consolidated Financial Statements of NN, Inc. have not been audited, except that the Condensed Consolidated Balance Sheet at December 31, 2015 was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Annual Report”), which was filed with the U.S. Securities and Exchange Commission, or the SEC, on March 15, 2016. In our opinion, these Condensed Consolidated Financial Statements reflect all adjustments necessary to fairly state the results of operations for the three and six month periods ended June 30, 2016 and 2015, our financial position at June 30, 2016 and December 31, 2015, and the cash flows for the three and six month periods ended June 30, 2016 and 2015 on a basis consistent with our audited consolidated financial statements. These adjustments are of a normal recurring nature and are, in the opinion of management, necessary to present fairly our financial position and operating results for the interim periods. Included in Selling, general and administrative expense line item within the Condensed Consolidated Statement of Net Income during the three months ended June 30, 2016 is an out of period adjustment in the amount of $0.4 million, to correct compensation expense recorded with respect to share – based awards previously granted to executives who, either at the time of such grant or during the applicable vesting period, were eligible to retire from the Company, upon which the vesting of all or a portion of these awards would be accelerated. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. These unaudited, Condensed Consolidated Financial Statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2015 Annual Report. The results for the six months ended June 30, 2016 are not necessarily indicative of results for the year ending December 31, 2016 or any other future periods. Newly Adopted Accounting Standards During the first quarter of 2016, we adopted the following Accounting Standard Updates (“ASU”), and as necessary, certain reclassifications have been made to conform to the current year presentation: We adopted ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which provides guidance on simplifying the presentation of debt issuance costs on the balance sheet. To simplify presentation of debt issuance costs, the amendments in ASU 2015-03 require 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, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. In accordance with ASU 2015-03, we are applying the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented was adjusted to reflect the period-specific effects of applying the new guidance. We adopted ASU No. 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory (“ASU 2015-11”), which simplifies the subsequent measurement of inventories by replacing the lower of cost or market test with a lower of cost and net realizable value test. The subsequent measurement of inventory test, historically three measurements under lower of cost or market, is replaced by lower of cost and net realizable value test. Thus, we will compare the cost of inventory to only one measure, its net realizable value. When evidence exists that the net realizable value of inventory is less than its cost (due to damage, physical deterioration, obsolescence, changes in price levels or other causes), we will recognize the difference as a loss in earnings in the period in which it occurs. In accordance with ASU 2015-11, we are applying the new guidance on a prospective basis. We adopted ASU No. 2015-16, Business Combinations (Topic 805) - Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”), which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, we will recognize a measurement-period adjustment during the period in which we determine the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. In accordance with ASU 2015-16, we are applying the new guidance on a prospective basis to adjustments to provisional amounts that occur after December 31, 2015. That is, ASU 2015-16 applies to open measurement periods, regardless of the acquisition date. We adopted ASU No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). We will classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. In addition, we will no longer allocate valuation allowances between current and noncurrent deferred tax assets because those allowances also will be classified as noncurrent. We have elected to apply ASU 2015-17 on a prospective basis. Therefore, the prior periods were not retroactively adjusted. Issuance of New Accounting Standards In 2014, the Financial Accounting Standards Board (FASB) and International Accounting Standards Board (IASB) issued the joint revenue recognition standard. Since its release, there have been multiple proposed and finalized amendments made to the revenue recognition standard. In 2016, the FASB and IASB also issued separate lease accounting standards. The revenue recognition standard is effective for public companies beginning January 1, 2018 with full retrospective or modified retrospective adoption permitted. Both standards will significantly change current revenue and lease accounting practices, processes, systems, controls, and disclosures and take time and resources to adopt. On February 25, 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 creates Topic 842, Leases, in the FASB Accounting Standards Codification (FASB ASC) and supersedes FASB ASC 840, Leases. Entities that hold numerous equipment and real estate leases, in particular those with numerous operating leases, will be most affected by the new guidance. The leasing accounting standard is effective for public companies beginning January 1, 2019 with modified retrospective adoption required and early adoption permitted. The amendments in ASU 2016-02 are expected to impact balance sheets at many companies by adding lease-related assets and liabilities. This may affect compliance with contractual agreements and loan covenants. We are currently evaluating the impacts of the revenue recognition and lease accounting standards on our financial position or results of operations and related disclosures. Except for per share data or as otherwise indicated, all dollar amounts presented in the tables in these Notes to the Condensed Consolidated Financial Statements are in thousands. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
PEP [Member] | |
Acquisitions | Note 2. Acquisitions PEP As reported in our 2015 Annual Report we completed the acquisition of Precision Engineered Products Holdings, Inc. (“PEP”) on October 19, 2015. During the six months ended June 30, 2016, we finalized certain working capital adjustments and fixed assets. The changes primarily arose from differences noted during acquisition integration. As a result, we adjusted the preliminary allocation of the purchase price initially recorded at the PEP acquisition date to reflect these measurement period adjustments. The income taxes continue to be reviewed regarding finalization of fair market value. The following table summarizes the purchase price allocation for the PEP acquisition: As Reported Subsequent value Restated Consideration: Cash paid $ 621,196 $ — $ 621,196 Cash adjustment — (1,635 ) (1,635 ) Total consideration 621,196 (1,635 ) 619,561 Fair value of assets acquired and liabilities assumed on October 19, 2015: Current assets $ 69,331 $ 661 $ 69,992 Property, plant and equipment 56,163 (962 ) 55,201 Intangible assets subsect to amortization 240,490 — 240,490 Other non-current assets 1,500 — 1,500 Goodwill 364,450 (1,334 ) 363,116 Total assets acquired 731,934 (1,635 ) 730,299 Current liabilities 21,131 — 21,131 Non-current deferred tax liabilities 87,578 — 87,578 Other non-current liabilities 2,029 — 2,029 Total liabilities assumed 110,738 — 110,738 Net assets acquired $ 621,196 $ (1,635 ) $ 619,561 In accordance with ASU 2015-16 as noted above in Note 1, we have recognized measurement-period adjustments during the period in which we determine the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3. Inventories Inventories are comprised of the following: June 30, December 31, Raw materials $ 52,149 $ 50,204 Work in process 33,262 30,604 Finished goods 33,373 39,028 Inventories $ 118,784 $ 119,836 Inventories on consignment at customer locations as of June 30, 2016 and December 31, 2015 totaled $5.0 million for both dates. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the average cost method. The inventory valuations above were developed using normalized production capacities for each of our manufacturing locations. Any costs from abnormal excess capacity or under-utilization of fixed production overheads are expensed in the period incurred and are not included as a component of inventory valuation. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Note 4. Net Income Per Share Three Months Ended Six Months Ended 2016 2015 2016 2015 Net income (loss) $ 2,031 $ 6,953 $ 732 $ 12,955 Weighted average shares outstanding 27,024 19,215 26,923 19,064 Effect of dilutive stock options 163 367 127 352 Diluted shares outstanding 27,187 19,582 27,050 19,416 Basic net income (loss) per share $ 0.08 $ 0.36 $ 0.03 $ 0.68 Diluted net income (loss) per share $ 0.07 $ 0.36 $ 0.03 $ 0.67 For both the three and six month periods ended June 30, 2016, approximately 0.9 million potentially dilutive stock options had the effect of being anti-dilutive and were excluded from the calculation of diluted earnings per share. For both the three and six month periods ended June 30, 2016, approximately 0.7 million potentially dilutive stock options had the effect of being anti-dilutive and were excluded from the calculation of diluted earnings per share. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Note 5. Segment Information The segment information and the accounting policies of each segment are the same as those described in the notes to the consolidated financial statements entitled “Segment Information” and “Summary of Significant Accounting Policies and Practices,” respectively, included in our 2015 Annual Report. Our business is aggregated into three reportable segments, the Precision Bearing Components Group (formerly known as our Metal Bearing Components Group), the Precision Engineered Products Group (formerly known as our Plastics and Rubber Components Group) and the Autocam Precision Components Group. We account for inter-segment sales and transfers at current market prices. We did not have any significant inter-segment transactions during the three and six month periods ended June 30, 2016 and 2015. Precision Autocam Precision Corporate and Total Three Months ended June 30, 2016 Revenues from external customers $ 65,157 $ 82,991 $ 66,124 $ — $ 214,272 Income (loss) from operations $ 6,474 $ 7,770 $ 10,782 $ (8,323 ) $ 16,703 Six Months ended June 30, 2016 Revenues from external customers $ 129,902 $ 166,981 $ 129,615 $ — $ 426,498 Income (loss) from operations $ 12,800 $ 14,297 $ 16,203 $ (14,723 ) $ 28,577 Total assets $ 226,943 $ 423,703 $ 733,439 $ 5,656 $ 1,389,741 Three Months ended June 30, 2015 Revenues from external customers $ 69,261 $ 86,471 $ 9,124 $ — $ 164,856 Income (loss) from operations $ 9,403 $ 9,095 $ 501 $ (5,410 ) $ 13,589 Six Months ended June 30, 2015 Revenues from external customers $ 142,496 $ 169,093 $ 17,012 $ — $ 328,601 Income (loss) from operations $ 18,491 $ 16,813 $ 714 $ (8,494 ) $ 27,524 Total assets $ 209,986 $ 439,526 $ 28,202 $ 31,226 $ 708,940 |
Long-Term Debt and Short-Term D
Long-Term Debt and Short-Term Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Short-Term Debt | Note 6. Long-Term Debt and Short-Term Debt Long-term debt and short-term debt at June 30, 2016 and December 31, 2015 consisted of the following: June 30, Restated Borrowings under our $575.0 million Senior Secured Term Loan B bearing interest the greater of 1% or 3 month LIBOR (0.65% at June 30, 2016) plus an applicable margin of 4.75% at June 30, 2016, expiring October 19, 2022, net of debt issuance costs of $19.5 million at June 30, 2016 and $20.6 million at December 31, 2015. $ 551,227 $ 552,957 Borrowings under our $100.0 million Senior Secured Revolver bearing interest at LIBOR (0.44% at June 30, 2016) plus an applicable margin of 3.50% at June 30, 2016, expiring October 19, 2020, net of debt issuance costs of $2.6 million at June 30, 2016 and $2.9 million at December 31, 2015. 20,083 3,547 Borrowings under our $250.0 million Senior Notes bearing interest at 10.25%, maturing on November 1, 2020, net of debt issuance costs of $5.4 million at June 30, 2016 and $5.9 million at December 31, 2015. 244,573 244,088 French Safeguard Obligations (Autocam) 493 2,000 Brazilian lines of credit and equipment notes (Autocam) 798 826 Chinese line of credit (Autocam) 3,576 3,696 Total debt 820,750 807,114 Less current maturities of long-term debt 19,537 11,714 Long-term debt, excluding current maturities of long-term debt $ 801,213 $ 795,400 On October 19, 2015, concurrent with the PEP acquisition, we: (i) entered into a new senior secured term loan facility in the amount of up to $525 million with a seven year maturity (the “New Term Loan Credit Facility”); (ii) entered into a new senior secured revolving credit facility in the amount of up to $100 million with a five year maturity (the “New Senior Secured Revolving Credit Facility” and together with the New Term Loan Credit Facility, the “New Senior Credit Facilities”); and (iii) issued $300 million of 10.25% senior notes due 2020 (the “Senior Notes”). The New Senior Credit Facilities replaced our existing credit facilities. On November 9, 2015, an incremental term loan of $50 million was drawn on the New Term Loan Credit Facility and the proceeds were used to repurchase approximately $50 million of the Senior Notes. The interest applicable to borrowings under the New Senior Credit Facilities are based upon a fluctuating rate of interest measured by reference to either, at our option, (i) a base rate, plus an applicable margin, or (ii) the greater of the London Interbank Offered Rate (“LIBOR”) or 1.0%, plus an applicable margin. The initial applicable margin for all borrowings under the New Term Loan Credit Facility is 3.75% per annum with respect to base rate borrowings and 4.75% per annum with respect to LIBOR borrowings. The initial applicable margin for New Senior Secured Revolving Credit Facility borrowings is 2.5% per annum with respect to base rate borrowings and 3.5% per annum with respect to LIBOR borrowings, which shall be in effect until we provide a compliance certificate, as required by the credit agreement. Thereafter, the applicable margin shall be determined by reference to a ratio of our consolidated leverage ratio. Our obligations under the New Senior Credit Facilities are guaranteed by certain of our direct and indirect, existing and future domestic subsidiaries, subject to customary exceptions and limitations. The New Senior Credit Facilities are secured by a first priority lien over substantially all of NN’s and each guarantor’s assets, subject to certain customary exceptions. The New Senior Credit Facilities are subject to negative covenants that, among other things subject to certain exceptions, limit our ability and the ability of its restricted subsidiaries to: (i) incur liens; (ii) incur indebtedness; (iii) make investments and acquisitions, (iv) merge, liquidate or dissolve, (v) sell assets, including capital stock of subsidiaries; (vi) pay dividends on capital stock or redeem, repurchase or retire capital stock; (viii) alter our business; (viii) engage in transactions with our affiliates; and (ix) enter into agreements limiting subsidiary dividends and distributions. In the event borrowings under the New Senior Secured Revolving Credit Facility exceed 30.0% of the aggregate commitments under the revolver, we will become subject to a financial covenant that requires us to maintain a specified consolidated net leverage ratio. The credit agreement provides that we have the right to request one or more increases in the revolving loan commitments or term loan commitment up to $100.0 million in the aggregate. In total, we have paid debt issuance costs of $21.1 million related to the New Term Loan Credit Facility and $2.3 million related to the New Senior Secured Revolving Credit Facility, which are being amortized into interest expense over the life of the New Senior Credit Facilities. The Senior Notes will mature on November 1, 2020. Interest is payable semi-annually in arrears on May 1 and November 1 of each year, and commenced on May 1, 2016. Under the Senior Notes, we received proceeds of $293.3 million net of a discount of $6.8 million, which is being amortized into interest expense over the life of the Senior Notes. We have paid a total of $7.3 million in debt issuance costs, which includes the $6.8 million of debt discount, all of which is being amortized into interest expense over the life of the Senior Notes. The Senior Notes will be guaranteed by each existing direct and indirect domestic restricted subsidiaries (excluding immaterial subsidiaries). The Senior Notes and guarantees will be senior unsecured obligations of the issuer and the guarantors, respectively, and will rank pari passu in right of payments with all existing and future senior debt and senior to all existing and future subordinated debt of the issuer and guarantors. The Senior Notes and guarantees will be effectively subordinated to all existing and future secured debt of the issuer and guarantors to the extent of the assets securing such debt. In addition, the Senior Notes and the guarantees will be structurally subordinated to all indebtedness and other liabilities and preferred stock of our subsidiaries that do not guarantee the Senior Notes. The Senior Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law and may not be offered or sold within the United States or to, or for the benefit of, a U.S. person (as defined by Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. The Senior Notes were offered and sold only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and to persons outside the United States under Regulations S. Under the registration rights agreement related to the Senior Notes, we were required to use our commercially reasonable efforts to register notes having substantially identical terms (other than restrictions on transfer and additional interest) as the Senior Notes with the SEC as part of an offer to exchange registered exchange notes for the Senior Notes. Additionally, we were to use our commercially reasonable effort to file a registration statement for the exchange notes with the SEC and cause that registration statement to be declared effective 300 days of the issue date of the Senior Notes. On June 10, 2016, the registration rights agreement related to the Senior Notes was amended and restated in its entirety to provide for demand registration upon request by the holders of the Senior Notes in lieu of requiring registration and the subsequent exchange offer as described above. Pursuant to the terms of the amended and restated registration rights agreement, if we fail to register notes substantially identical to the Senior Notes upon demand, then the annual interest rate on the Senior Notes will increase by 0.25%. The annual interest rate on the Senior Notes will increase by an additional 0.25% for each subsequent 90-day period during which a registration default continues, up to a maximum additional interest rate of 1.0% per year. As part of the merger with Autocam, we assumed certain foreign credit facilities. These facilities relate to local borrowings in France, Brazil and China. These facilities are with financial institutions in the countries in which foreign plants operate and are meant to fund working capital and equipment purchases in those countries. Below is a description of the credit facilities. Our French operation (acquired with Autocam) has liabilities with certain creditors subject to Safeguard protection. The liabilities are being paid annually over a 10-year period until 2019 and carry a zero percent interest rate. Amounts due as of June 30, 2016 to those creditors opting to be paid over a 10-year period totaled $0.5 million and are included in current maturities of long-term debt of $0.4 million and long-term debt, net of current portion of $0.1 million. The Brazilian equipment notes represent borrowings from certain Brazilian banks to fund equipment purchases for Autocam’s Brazilian plants. These credit facilities have annual interest rates ranging from 2.5% to 9.1%. The Chinese line of credit is a working capital line of credit with a Chinese bank bearing an annual interest rate of 4.95%. As discussed in Note 1, we have adopted ASU 2015-03, which provides guidance on simplifying the presentation of debt issuance costs on the balance sheet. To simplify presentation of debt issuance costs, the amendments in ASU 2015-03 require 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, consistent with debt discounts. The table below displays the audited debt footnote amounts for the year ended December 31, 2015 restated for the adoption of ASU 2015-03. The debt issuance costs were reclassified from other non-current assets and directly applied to the associated liability. Audited ASU 2015-13 Restated Borrowings under our $575.0 million Senior Secured Term Loan B $ 562,580 $ (9,623 ) $ 552,957 Borrowings under our $100.0 million Senior Secured Revolver 6,462 (2,915 ) 3,547 Borrowings under our $250.0 million Senior Notes 244,509 (421 ) 244,088 French Safeguard Obligations (Autocam) 2,000 2,000 Brazilian lines of credit and equipment notes (Autocam) 826 826 Chinese line of credit (Autocam) 3,696 3,696 Total debt 820,073 807,114 Less current maturities of long-term debt 11,714 11,714 Long-term debt, excluding current maturities of long-term debt $ 808,359 $ 795,400 |
Goodwill, net
Goodwill, net | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, net | Note 7. Goodwill, net The changes in the carrying amount of goodwill, net for the six months ended June 30, 2016 are as follows: Precision Autocam Precision Total Balance as of December 31, 2015 $ 9,111 $ 73,992 $ 366,795 $ 449,898 Currency impacts 126 — — 126 Goodwill changes from measurement period — — (1,334 ) (1,334 ) Balance as of June 30, 2016 $ 9,237 $ 73,992 $ 365,461 $ 448,690 The goodwill balances are tested for impairment on an annual basis during the fourth quarter and between annual tests if a triggering event occurs. As noted in Note 2. Acquisitions, some measurement period adjustments to goodwill were made for the PEP acquisition. As of June 30, 2016, there were no indications of impairment at the reporting units with goodwill balances. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 8. Intangible Assets, Net The changes in the carrying amount of intangible assets, net for the six months ended June 30, 2016 are as follows: Precision Autocam Precision Total Balance as of December 31, 2015 $ 1,952 $ 46,417 $ 233,800 $ 282,169 Amortization (104 ) (1,819 ) (12,624 ) (14,547 ) Currency impacts 19 128 — 147 Balance as of June 30, 2016 $ 1,867 $ 44,726 $ 221,176 $ 267,769 |
Shared-Based Compensation
Shared-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shared-Based Compensation | Note 9. Shared-Based Compensation During the three and six months ended June 30, 2016 and 2015, approximately $1.5 million and $2.5 million in 2016 and $1.0 million and $1.8 million in 2015, respectively, of compensation expense was recognized in selling, general and administrative expense for all share-based awards. During the six months ended June 30, 2016, there were 152,510 restricted stock awards, 167,000 option awards, and 202,330 performance based awards to non-executive directors, officers and certain other key employees. During the six months ended June 30, 2015, there were 114,475 restricted stock awards, 54,600 option awards and 71,550 performance based awards to non-executive directors, officers and certain other key employees. The shares of restricted stock granted during the six months ended June 30, 2016, vest pro-rata over three years for officers and certain other key employees and over one year for non-executive directors. During the three and six months ended June 30, 2016 and 2015, we incurred $0.7 million and $1.4 million in 2016 and $0.6 million and $1.1 million in 2015, respectively, in expense related to restricted stock. The fair value of the shares issued was determined by using the grant date closing price of our common stock. The performance stock units granted during the six months ended June 30, 2016 will be satisfied in the form of shares of common stock during 2019 depending on meeting certain performance and/or market conditions. We are recognizing the compensation expense over the three-year period in which the performance and market conditions are measured. During the three and six months ended June 30, 2016 and 2015, we incurred $0.5 million and $.06 million in 2016 and $0.2 million and $0.2 million in 2015, respectively, in expense related to performance stock units. The fair value of the performance share units issued was determined by using the grant date closing price of our common stock for the units with a performance condition and a Monte Carlo valuation model for the units that have a market condition. We incurred $0.3 million and $0.5 million in 2016 and $0.2 million and $0.5 million in 2015 of stock option expense in the three and six months ended June 30, 2016 and 2015, respectively. The fair value of our options cannot be determined by market value, because our options are not traded in an open market. Accordingly, we utilized the Black Scholes financial pricing model to estimate the fair value. The following table provides a reconciliation of option activity for the three months ended June 30, 2016: Options Shares (000) Weighted- Weighted- Aggregate Outstanding at January 1, 2016 1,034 $ 12.09 Granted 167 $ 11.31 Exercised (145 ) $ 10.55 Forfeited or expired (23 ) $ 16.17 Outstanding at June 30, 2016 1,033 $ 12.09 6.2 $ 3,073 (1) Exercisable at June 30, 2016 816 $ 11.47 5.4 $ 2,649 (1) (1) The intrinsic value is the amount by which the market price of our stock was greater than the exercise price of any individual option grant at June 30, 2016. |
Provision for Income Taxes
Provision for Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Note 10. Provision for Income Taxes Tax rate during the quarter ended June 30, 2016 was 49% versus 21% for the quarter ended June 30, 2015. The increase in tax rate was due to adjusting the full year effective tax rate on our year to date loss from 23% to 10% resulting in a $0.5 million increase to tax expense in the second quarter of 2016. Excluding this increase, the tax rate in the second quarter would have been 15%. Tax rate during the six months ended June 30, 2016 was 2% versus 22% for the six months ended June 30, 2015. The decrease in tax rate was due to the full year effective being 10% primarily due to non-US base earnings being taxed at lower rates reducing the effective tax rate by 23%. Additionally, the tax rate was reduced by 7% due to recognizing $0.2 million in interest and penalties on uncertain tax positions. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Brazil ICMS Tax Matter Prior to our acquisition of Autocam, Autocam’s Brazilian subsidiary received notification from the Brazilian tax authorities regarding ICMS (state value added tax or VAT) tax credits claimed on intermediary materials (tooling and perishable items) used in the manufacturing process. The Brazilian tax authority notification disallowed state ICMS credits claimed on intermediary materials based on the argument that these items are not intrinsically related to the manufacturing process. Autocam Brazil filed an administrative defense with the Brazilian tax authority arguing, among other matters, that it should qualify for an ICMS tax credit, contending that the intermediary materials are directly related to the manufacturing process. We believe that we have substantial legal and factual defenses, and plan to defend our interests in this matter vigorously. While we believe a loss is not probable, we estimate the range of possible losses related to this assessment is from $0 to $6.0 million. No amount was accrued at June 30, 2016 for this matter. There was no material change in the status of this matter from December 31, 2015 to June 30, 2016. We are entitled to indemnification from the former shareholders of Autocam, subject to the limitations and procedures set forth in the agreement and plan of merger relating to our acquisition of Autocam. Management believes the indemnification would include amounts owed for the tax, interest and penalties related to this matter. All other legal proceedings are of an ordinary and routine nature and are incidental to our operations. Management believes that such proceedings should not, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations or cash flows. In making that determination, we analyze the facts and circumstances of each case at least quarterly in consultation with our attorneys and determine a range of reasonably possible outcomes. |
Investment in Non-Consolidated
Investment in Non-Consolidated Joint Venture | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Non-Consolidated Joint Venture | Note 12. Investment in Non-Consolidated Joint Venture As part of the Autocam Precision Components Group, we own a 49% investment in a joint venture with an unrelated entity called Wuxi Weifu Autocam Precision Machinery Company, Ltd., a Chinese company located in Wuxi, China (the “JV”). Below are the components of our JV investment balance at June 30, 2016: Balance as of December 31, 2015 $ 38,462 Our share of cumulative earnings 3,004 Accretion of basis difference from purchase accounting (261 ) Balance as of June 30, 2016 $ 41,205 Set forth below is summarized balance sheet information for the JV: June 30, December 31, Current assets $ 31,452 $ 24,663 Non-current assets 23,570 22,847 Total assets $ 55,022 $ 47,510 Current liabilities $ 11,620 $ 11,171 Total liabilities $ 11,620 $ 11,171 No dividends were declared and paid by the JV during the six months ended June 30, 2016. We had sales to the JV of less than $0.1 million during the three and six months ended June 30, 2016. Amounts due to us from the JV were $0.1 million as of June 30, 2016. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 13. Fair Value Measurements We present fair value measurements and disclosures applicable to both our financial and nonfinancial assets and liabilities that are measured and reported on a fair value basis. Fair value is an exit price representing the expected amount we would receive to sell an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date. We have followed consistent methods and assumptions to estimate the fair values as more fully described in our 2015 Annual Report. Our financial instruments that are subject to fair value disclosure consist of cash and cash equivalents, accounts receivable, accounts payable, derivatives and long-term debt. At June 30, 2016, the carrying values of all of these financial instruments, except the long-term debt with fixed interest rates, approximated fair value. The fair value of floating-rate debt approximates the carrying amount because the interest rates paid are based on short-term maturities. The fair value of our fixed-rate long-term debt is estimated based on the Bloomberg algorithm, which takes into account similar sized and industry debt (a Level 2 category fair value measurement). As of June 30, 2016, the fair value of our fixed-rate debt was $254.2 million, and $248.8 net of debt issuance costs. Fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the assumptions used to measure assets and liabilities at fair value. An asset or liability’s classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement. Recurring Fair Value Measurements The following table summarizes the assets and liabilities measured at fair value on a recurring basis for our interest rate swap derivative financial instrument: Fair Value Measurements at June 30, 2016 Description June 30, Quoted Prices in Significant Other Significant Derivative asset - current $ 578 $ — $ 578 $ — Derivative asset - noncurrent 852 — 852 — Derivative liability - current (2,361 ) — (2,361 ) — Derivative liability - noncurrent (3,165 ) — (3,165 ) — $ (4,096 ) $ — $ (4,096 ) $ — Fair Value Measurements at December 31, 2015 Description December 31, Quoted Prices in Significant Other Significant Derivative asset - current $ 388 $ — $ 388 $ — Derivative asset - noncurrent 368 — 368 — Derivative liability - current (2,098 ) — (2,098 ) — Derivative liability - noncurrent (1,673 ) — (1,673 ) — $ (3,015 ) $ — $ (3,015 ) $ — Our policy is to manage interest expense using a mix of fixed and variable rate debt. To manage this mix effectively, we may enter into interest rate swaps in which we agree to exchange the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount. Our $150.0 million interest rate swap went into effect on December 29, 2015, at which time our interest rate was effectively 6.966% until December 31, 2018. The hedge instrument will be 100% effective and as such the mark to market gains or losses on this hedge will be included in accumulated other comprehensive income (loss) to the extent effective, and reclassified into interest expense over the term of the related debt instruments. The interest rate swap derivative is classified as Level 2. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces. Counterparties to these derivative contracts are highly rated financial institutions which we believe carry only a minimal risk of nonperformance. We have elected to present the derivative contracts on a gross basis in the Condensed Consolidated Balance Sheet included within other current and non-current assets and other current and non-current liabilities. Had we chosen to present the derivative contract on a net basis, we would have a derivative in a net liability position of $4.1 million as of June 30, 2016. We do not have any cash collateral due under such agreements. As of June 30, 2016, we reported a loss in accumulated other comprehensive income (“AOCI”) of $4.1 million related to the interest rate swaps. In connection with periodic settlements and related reclassification of other comprehensive income, we recognized $0.5 million and $0.9 million of net hedging losses on the interest rate swaps in the interest expense line on the Condensed Consolidated Statements of Income during the three and six months ended June 30, 2016. If there are no changes in the interest rates for the next twelve months, we expect $1.8 million to be reclassified out of AOCI to interest expense. See the following “Derivatives’ Hedging Relationships” section for the impact of the interest rate swaps on our Condensed Consolidated Financial Statements. Derivatives’ Hedging Relationships Amount of after tax gain/ Location of gain/(loss) Pre-tax amount of gain/(loss) Derivatives’ Cash Flow Hedging Relationships June 30, December 31, into Income (effective June 30, December 31, Forward starting interest rate swap contract $ (4,096 ) $ (3,015 ) Interest Expense $ (927 ) $ — $ (4,096 ) $ (3,015 ) $ (927 ) $ — As of June 30, 2016, we did not own derivative instruments that were classified as fair value hedges or trading securities. In addition, as of June 30, 2016, we did not own derivative instruments containing credit risk contingencies. |
Restructuring and Impairment Ch
Restructuring and Impairment Charges | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Impairment Charges | Note 14. Restructuring and Impairment Charges Below is a summary of the Wheeling plant impairment and restructuring charges in the Condensed Consolidated Statement of Net Income and Comprehensive Income (Loss) for the three and six months ended June 30, 2016 and 2015 and Condensed Consolidated Balance Sheet as of June 30, 2016 and December 31, 2015: Three Months Ended Six Months Ended 2016 2015 2016 2015 Impairment of tangible assets $ 328 $ — $ 361 $ — Restructuring charges and contract costs 1,749 — 3,275 — Restructuring and impairment charges $ 2,077 $ — $ 3,636 $ — Reserve Balance at Charges Paid in Reserve Severance and other employee costs $ 445 $ 869 $ (1,298 ) $ 16 Site closure and other associated cost 1,845 2,767 (2,753 ) 1,859 Total $ 2,290 $ 3,636 $ (4,051 ) $ 1,875 For the three and six months ended June 30, 2016, the total restructuring and impairment charges of $4.0 million and $6.6 million, respectively, noted in the Statement of Net Income, includes the Wheeling plant closure restructuring and impairment charges amount of $3.6 million in the above. Impairments of Tangible Assets and Restructuring Activity On November 5, 2015, we announced the closure of our Wheeling plant, which is included in the Autocam Precision Components Group. A portion of the sales and productive assets will be relocated to existing plants within the Autocam Precision Components Group. During the three and six months ended June 30, 2016, we accrued a restructuring charge of approximately $1.7 million and $3.3 million related to severance and employees, and $0.3 and $0.4 million in impairments related to assets and inventory at the Wheeling Plant. The premises were vacated during the second quarter of 2016. |
Interim Financial Statements (P
Interim Financial Statements (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interest - Imputation of Interest | We adopted ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which provides guidance on simplifying the presentation of debt issuance costs on the balance sheet. To simplify presentation of debt issuance costs, the amendments in ASU 2015-03 require 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, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. In accordance with ASU 2015-03, we are applying the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented was adjusted to reflect the period-specific effects of applying the new guidance. |
Inventory | We adopted ASU No. 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory (“ASU 2015-11”), which simplifies the subsequent measurement of inventories by replacing the lower of cost or market test with a lower of cost and net realizable value test. The subsequent measurement of inventory test, historically three measurements under lower of cost or market, is replaced by lower of cost and net realizable value test. Thus, we will compare the cost of inventory to only one measure, its net realizable value. When evidence exists that the net realizable value of inventory is less than its cost (due to damage, physical deterioration, obsolescence, changes in price levels or other causes), we will recognize the difference as a loss in earnings in the period in which it occurs. In accordance with ASU 2015-11, we are applying the new guidance on a prospective basis. |
Business Combinations | We adopted ASU No. 2015-16, Business Combinations (Topic 805) - Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”), which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, we will recognize a measurement-period adjustment during the period in which we determine the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. In accordance with ASU 2015-16, we are applying the new guidance on a prospective basis to adjustments to provisional amounts that occur after December 31, 2015. That is, ASU 2015-16 applies to open measurement periods, regardless of the acquisition date. |
Income Taxes | We adopted ASU No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). We will classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. In addition, we will no longer allocate valuation allowances between current and noncurrent deferred tax assets because those allowances also will be classified as noncurrent. We have elected to apply ASU 2015-17 on a prospective basis. Therefore, the prior periods were not retroactively adjusted. |
Recently Issued Accounting Standards | In 2014, the Financial Accounting Standards Board (FASB) and International Accounting Standards Board (IASB) issued the joint revenue recognition standard. Since its release, there have been multiple proposed and finalized amendments made to the revenue recognition standard. In 2016, the FASB and IASB also issued separate lease accounting standards. The revenue recognition standard is effective for public companies beginning January 1, 2018 with full retrospective or modified retrospective adoption permitted. Both standards will significantly change current revenue and lease accounting practices, processes, systems, controls, and disclosures and take time and resources to adopt. On February 25, 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 creates Topic 842, Leases, in the FASB Accounting Standards Codification (FASB ASC) and supersedes FASB ASC 840, Leases. Entities that hold numerous equipment and real estate leases, in particular those with numerous operating leases, will be most affected by the new guidance. The leasing accounting standard is effective for public companies beginning January 1, 2019 with modified retrospective adoption required and early adoption permitted. The amendments in ASU 2016-02 are expected to impact balance sheets at many companies by adding lease-related assets and liabilities. This may affect compliance with contractual agreements and loan covenants. We are currently evaluating the impacts of the revenue recognition and lease accounting standards on our financial position or results of operations and related disclosures. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
PEP [Member] | |
Summary of Final Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation for the PEP acquisition: As Reported Subsequent value Restated Consideration: Cash paid $ 621,196 $ — $ 621,196 Cash adjustment — (1,635 ) (1,635 ) Total consideration 621,196 (1,635 ) 619,561 Fair value of assets acquired and liabilities assumed on October 19, 2015: Current assets $ 69,331 $ 661 $ 69,992 Property, plant and equipment 56,163 (962 ) 55,201 Intangible assets subsect to amortization 240,490 — 240,490 Other non-current assets 1,500 — 1,500 Goodwill 364,450 (1,334 ) 363,116 Total assets acquired 731,934 (1,635 ) 730,299 Current liabilities 21,131 — 21,131 Non-current deferred tax liabilities 87,578 — 87,578 Other non-current liabilities 2,029 — 2,029 Total liabilities assumed 110,738 — 110,738 Net assets acquired $ 621,196 $ (1,635 ) $ 619,561 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories are comprised of the following: June 30, December 31, Raw materials $ 52,149 $ 50,204 Work in process 33,262 30,604 Finished goods 33,373 39,028 Inventories $ 118,784 $ 119,836 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Summary of Net Income Per Share | Three Months Ended Six Months Ended 2016 2015 2016 2015 Net income (loss) $ 2,031 $ 6,953 $ 732 $ 12,955 Weighted average shares outstanding 27,024 19,215 26,923 19,064 Effect of dilutive stock options 163 367 127 352 Diluted shares outstanding 27,187 19,582 27,050 19,416 Basic net income (loss) per share $ 0.08 $ 0.36 $ 0.03 $ 0.68 Diluted net income (loss) per share $ 0.07 $ 0.36 $ 0.03 $ 0.67 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Precision Autocam Precision Corporate and Total Three Months ended June 30, 2016 Revenues from external customers $ 65,157 $ 82,991 $ 66,124 $ — $ 214,272 Income (loss) from operations $ 6,474 $ 7,770 $ 10,782 $ (8,323 ) $ 16,703 Six Months ended June 30, 2016 Revenues from external customers $ 129,902 $ 166,981 $ 129,615 $ — $ 426,498 Income (loss) from operations $ 12,800 $ 14,297 $ 16,203 $ (14,723 ) $ 28,577 Total assets $ 226,943 $ 423,703 $ 733,439 $ 5,656 $ 1,389,741 Three Months ended June 30, 2015 Revenues from external customers $ 69,261 $ 86,471 $ 9,124 $ — $ 164,856 Income (loss) from operations $ 9,403 $ 9,095 $ 501 $ (5,410 ) $ 13,589 Six Months ended June 30, 2015 Revenues from external customers $ 142,496 $ 169,093 $ 17,012 $ — $ 328,601 Income (loss) from operations $ 18,491 $ 16,813 $ 714 $ (8,494 ) $ 27,524 Total assets $ 209,986 $ 439,526 $ 28,202 $ 31,226 $ 708,940 |
Long-Term Debt and Short-Term25
Long-Term Debt and Short-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt and Short-Term Debt | Long-term debt and short-term debt at June 30, 2016 and December 31, 2015 consisted of the following: June 30, Restated Borrowings under our $575.0 million Senior Secured Term Loan B bearing interest the greater of 1% or 3 month LIBOR (0.65% at June 30, 2016) plus an applicable margin of 4.75% at June 30, 2016, expiring October 19, 2022, net of debt issuance costs of $19.5 million at June 30, 2016 and $20.6 million at December 31, 2015. $ 551,227 $ 552,957 Borrowings under our $100.0 million Senior Secured Revolver bearing interest at LIBOR (0.44% at June 30, 2016) plus an applicable margin of 3.50% at June 30, 2016, expiring October 19, 2020, net of debt issuance costs of $2.6 million at June 30, 2016 and $2.9 million at December 31, 2015. 20,083 3,547 Borrowings under our $250.0 million Senior Notes bearing interest at 10.25%, maturing on November 1, 2020, net of debt issuance costs of $5.4 million at June 30, 2016 and $5.9 million at December 31, 2015. 244,573 244,088 French Safeguard Obligations (Autocam) 493 2,000 Brazilian lines of credit and equipment notes (Autocam) 798 826 Chinese line of credit (Autocam) 3,576 3,696 Total debt 820,750 807,114 Less current maturities of long-term debt 19,537 11,714 Long-term debt, excluding current maturities of long-term debt $ 801,213 $ 795,400 |
Schedule of Debt Restated for Adoption of New Accounting Standard | The debt issuance costs were reclassified from other non-current assets and directly applied to the associated liability. Audited ASU 2015-13 Restated Borrowings under our $575.0 million Senior Secured Term Loan B $ 562,580 $ (9,623 ) $ 552,957 Borrowings under our $100.0 million Senior Secured Revolver 6,462 (2,915 ) 3,547 Borrowings under our $250.0 million Senior Notes 244,509 (421 ) 244,088 French Safeguard Obligations (Autocam) 2,000 2,000 Brazilian lines of credit and equipment notes (Autocam) 826 826 Chinese line of credit (Autocam) 3,696 3,696 Total debt 820,073 807,114 Less current maturities of long-term debt 11,714 11,714 Long-term debt, excluding current maturities of long-term debt $ 808,359 $ 795,400 |
Goodwill, net (Tables)
Goodwill, net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill, net for the six months ended June 30, 2016 are as follows: Precision Autocam Precision Total Balance as of December 31, 2015 $ 9,111 $ 73,992 $ 366,795 $ 449,898 Currency impacts 126 — — 126 Goodwill changes from measurement period — — (1,334 ) (1,334 ) Balance as of June 30, 2016 $ 9,237 $ 73,992 $ 365,461 $ 448,690 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Intangible Assets, Net | The changes in the carrying amount of intangible assets, net for the six months ended June 30, 2016 are as follows: Precision Autocam Precision Total Balance as of December 31, 2015 $ 1,952 $ 46,417 $ 233,800 $ 282,169 Amortization (104 ) (1,819 ) (12,624 ) (14,547 ) Currency impacts 19 128 — 147 Balance as of June 30, 2016 $ 1,867 $ 44,726 $ 221,176 $ 267,769 |
Shared-Based Compensation (Tabl
Shared-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Reconciliation of Option Activity | The following table provides a reconciliation of option activity for the three months ended June 30, 2016: Options Shares (000) Weighted- Weighted- Aggregate Outstanding at January 1, 2016 1,034 $ 12.09 Granted 167 $ 11.31 Exercised (145 ) $ 10.55 Forfeited or expired (23 ) $ 16.17 Outstanding at June 30, 2016 1,033 $ 12.09 6.2 $ 3,073 (1) Exercisable at June 30, 2016 816 $ 11.47 5.4 $ 2,649 (1) (1) The intrinsic value is the amount by which the market price of our stock was greater than the exercise price of any individual option grant at June 30, 2016. |
Investment in Non-Consolidate29
Investment in Non-Consolidated Joint Venture (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Components of Joint Venture Investment | Below are the components of our JV investment balance at June 30, 2016: Balance as of December 31, 2015 $ 38,462 Our share of cumulative earnings 3,004 Accretion of basis difference from purchase accounting (261 ) Balance as of June 30, 2016 $ 41,205 |
Summarized Balance Sheet Information for Joint Venture | Set forth below is summarized balance sheet information for the JV: June 30, December 31, Current assets $ 31,452 $ 24,663 Non-current assets 23,570 22,847 Total assets $ 55,022 $ 47,510 Current liabilities $ 11,620 $ 11,171 Total liabilities $ 11,620 $ 11,171 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Effect of Financial Assets and Liabilities Valued on Recurring Basis | The following table summarizes the assets and liabilities measured at fair value on a recurring basis for our interest rate swap derivative financial instrument: Fair Value Measurements at June 30, 2016 Description June 30, Quoted Prices in Significant Other Significant Derivative asset - current $ 578 $ — $ 578 $ — Derivative asset - noncurrent 852 — 852 — Derivative liability - current (2,361 ) — (2,361 ) — Derivative liability - noncurrent (3,165 ) — (3,165 ) — $ (4,096 ) $ — $ (4,096 ) $ — Fair Value Measurements at December 31, 2015 Description December 31, Quoted Prices in Significant Other Significant Derivative asset - current $ 388 $ — $ 388 $ — Derivative asset - noncurrent 368 — 368 — Derivative liability - current (2,098 ) — (2,098 ) — Derivative liability - noncurrent (1,673 ) — (1,673 ) — $ (3,015 ) $ — $ (3,015 ) $ — |
Effect of Derivatives' Hedging Relationships | Amount of after tax gain/ Location of gain/(loss) Pre-tax amount of gain/(loss) Derivatives’ Cash Flow Hedging Relationships June 30, December 31, into Income (effective June 30, December 31, Forward starting interest rate swap contract $ (4,096 ) $ (3,015 ) Interest Expense $ (927 ) $ — $ (4,096 ) $ (3,015 ) $ (927 ) $ — |
Restructuring and Impairment 31
Restructuring and Impairment Charges (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Wheeling Plant [Member] | |
Summary of Impairment and Restructuring Charges | Below is a summary of the Wheeling plant impairment and restructuring charges in the Condensed Consolidated Statement of Net Income and Comprehensive Income (Loss) for the three and six months ended June 30, 2016 and 2015 and Condensed Consolidated Balance Sheet as of June 30, 2016 and December 31, 2015: Three Months Ended Six Months Ended 2016 2015 2016 2015 Impairment of tangible assets $ 328 $ — $ 361 $ — Restructuring charges and contract costs 1,749 — 3,275 — Restructuring and impairment charges $ 2,077 $ — $ 3,636 $ — Reserve Balance at Charges Paid in Reserve Severance and other employee costs $ 445 $ 869 $ (1,298 ) $ 16 Site closure and other associated cost 1,845 2,767 (2,753 ) 1,859 Total $ 2,290 $ 3,636 $ (4,051 ) $ 1,875 |
Interim Financial Statements -
Interim Financial Statements - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)SegmentManufacturingPlants | Jun. 30, 2015USD ($) | |
Interim Reporting [Line Items] | ||||
Number of manufacturing plants | ManufacturingPlants | 41 | |||
Number of reportable segments | Segment | 3 | |||
Share based compensation expense | $ 2,485 | $ 1,771 | ||
Selling, General and Administrative Expense [Member] | ||||
Interim Reporting [Line Items] | ||||
Share based compensation expense | $ 1,500 | $ 1,000 | $ 2,500 | $ 1,800 |
Selling, General and Administrative Expense [Member] | Executive Officer [Member] | ||||
Interim Reporting [Line Items] | ||||
Share based compensation expense | $ 400 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016 | |
PEP [Member] | |
Business Acquisition [Line Items] | |
Date of acquisition | Oct. 19, 2015 |
Acquisitions - Summary of Final
Acquisitions - Summary of Final Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Oct. 19, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Consideration: | |||
Goodwill | $ 448,690 | $ 449,898 | |
PEP [Member] | |||
Consideration: | |||
Cash paid | 621,196 | 621,196 | |
Cash adjustment | (1,635) | ||
Total consideration | 619,561 | 621,196 | |
Current assets | 69,992 | 69,331 | |
Property, plant and equipment | 55,201 | 56,163 | |
Intangible assets subject to amortization | 240,490 | 240,490 | |
Other non-current assets | 1,500 | 1,500 | |
Goodwill | 363,116 | 364,450 | |
Total assets acquired | 730,299 | 731,934 | |
Current liabilities | 21,131 | 21,131 | |
Non-current deferred tax liabilities | 87,578 | 87,578 | |
Other non-current liabilities | 2,029 | 2,029 | |
Total liabilities assumed | 110,738 | 110,738 | |
Net assets acquired | $ 619,561 | $ 621,196 | |
PEP [Member] | Subsequent Adjustments to Fair Value [Member] | |||
Consideration: | |||
Cash adjustment | $ (1,635) | ||
Total consideration | (1,635) | ||
Current assets | 661 | ||
Property, plant and equipment | (962) | ||
Goodwill | (1,334) | ||
Total assets acquired | (1,635) | ||
Net assets acquired | $ (1,635) |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 52,149 | $ 50,204 |
Work in process | 33,262 | 30,604 |
Finished goods | 33,373 | 39,028 |
Inventories | $ 118,784 | $ 119,836 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Inventory on consignment at customers' location | $ 5 | $ 5 |
Net Income Per Share - Summary
Net Income Per Share - Summary of Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ 2,031 | $ 6,953 | $ 732 | $ 12,955 |
Weighted average shares outstanding | 27,024 | 19,215 | 26,923 | 19,064 |
Effect of dilutive stock options | 163 | 367 | 127 | 352 |
Diluted shares outstanding | 27,187 | 19,582 | 27,050 | 19,416 |
Basic net income (loss) per share | $ 0.08 | $ 0.36 | $ 0.03 | $ 0.68 |
Diluted net income (loss) per share | $ 0.07 | $ 0.36 | $ 0.03 | $ 0.67 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock Option [Member] | ||||
Net Income Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the calculation of diluted earnings per share | 0.9 | 0.7 | 0.9 | 0.7 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Segment I
Segment Information - Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | $ 214,272 | $ 164,856 | $ 426,498 | $ 328,601 | |
Income (loss) from operations | 16,703 | 13,589 | 28,577 | 27,524 | |
Total assets | 1,389,741 | 708,940 | 1,389,741 | 708,940 | $ 1,380,567 |
Corporate and Consolidations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) from operations | (8,323) | (5,410) | (14,723) | (8,494) | |
Total assets | 5,656 | 31,226 | 5,656 | 31,226 | |
Precision Bearing Components Group [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 65,157 | 69,261 | 129,902 | 142,496 | |
Income (loss) from operations | 6,474 | 9,403 | 12,800 | 18,491 | |
Total assets | 226,943 | 209,986 | 226,943 | 209,986 | |
Autocam Precision Components Group [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 82,991 | 86,471 | 166,981 | 169,093 | |
Income (loss) from operations | 7,770 | 9,095 | 14,297 | 16,813 | |
Total assets | 423,703 | 439,526 | 423,703 | 439,526 | |
PEP [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 66,124 | 9,124 | 129,615 | 17,012 | |
Income (loss) from operations | 10,782 | 501 | 16,203 | 714 | |
Total assets | $ 733,439 | $ 28,202 | $ 733,439 | $ 28,202 |
Long-Term Debt and Short-Term41
Long-Term Debt and Short-Term Debt - Summary of Long-Term Debt and Short-Term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total debt | $ 820,750 | $ 807,114 |
Less current maturities of long-term debt | 19,537 | 11,714 |
Long-term debt, excluding current maturities of long-term debt | 801,213 | 795,400 |
Senior Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under Senior Notes | 244,573 | 244,088 |
French Safeguard [Member] | ||
Debt Instrument [Line Items] | ||
French Safeguard Obligations | 493 | 2,000 |
Brazilian [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under line of credit | 798 | 826 |
Chinese [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under line of credit | 3,576 | 3,696 |
Senior Secured Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under Senior Notes | 551,227 | 552,957 |
Senior Secured Revolving Facility [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under line of credit | $ 20,083 | $ 3,547 |
Long-Term Debt and Short-Term42
Long-Term Debt and Short-Term Debt - Summary of Long-Term Debt and Short-Term Debt (Parenthetical) (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Debt issuance costs | $ 248,800,000 | |
Senior Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings | $ 250,000,000 | |
Interest rate | 10.25% | |
Debt maturity date | Nov. 1, 2020 | |
Debt issuance costs | $ 5,400,000 | $ 5,900,000 |
Senior Secured Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings | $ 575,000,000 | |
Interest rate | 0.65% | |
Applicable margin | 4.75% | |
Debt issuance costs | $ 19,500,000 | 20,600,000 |
LIBOR Period | 3 months | |
Debt maturity date | Oct. 19, 2022 | |
Senior Secured Term Loan B [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.00% | |
Senior Secured Revolving Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | $ 2,600,000 | $ 2,900,000 |
Borrowings | $ 100,000,000 | |
Debt maturity date | Oct. 19, 2020 | |
Senior Secured Revolving Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 0.44% | |
Applicable margin | 3.50% |
Long-Term Debt and Short-Term43
Long-Term Debt and Short-Term Debt - Additional Information (Detail) - USD ($) | Oct. 19, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Nov. 09, 2015 |
Line of Credit Facility [Line Items] | |||||
Line of credit facility, Additional borrowing feature, amount | $ 100,000,000 | ||||
Debt issuance costs | $ 248,800,000 | ||||
Debt issuance costs paid | $ 136,000 | ||||
Interest payable | Semi-annually | ||||
Effective registrant statement | SEC and cause that registration statement to be declared effective 300 days of the issue date of the Senior Notes. | ||||
Annual interest rate applicable if register of notes fails | 0.25% | ||||
Additional interest rate applicable if default continues | 0.25% | ||||
Subsequent period on default occurs | 90 days | ||||
Maximum additional interest rate applicable on defaults | 1.00% | ||||
New Senior Credit Facilities [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument minimum Basis variable rate | 1.00% | ||||
New Senior Credit Facilities [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, applicable margin | 3.75% | ||||
New Senior Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, applicable margin | 4.75% | ||||
New Senior Secured Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Percentage of borrowings under line of credit facility to be exceeded aggregate commitments to maintain net leverage ratio | 30.00% | ||||
Debt issuance costs | $ 2,300,000 | ||||
New Senior Secured Revolving Credit Facility [Member] | PEP [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, Expiration period | 5 years | ||||
Line of credit facility, Additional borrowing feature, amount | $ 100,000,000 | ||||
New Senior Secured Revolving Credit Facility [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, applicable margin | 2.50% | ||||
New Senior Secured Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, applicable margin | 3.50% | ||||
New Term Loan Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Proceeds from credit facility | $ 50,000,000 | ||||
Debt issuance costs | $ 21,100,000 | ||||
New Term Loan Credit Facility [Member] | PEP [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, Maximum borrowing capacity | $ 525,000,000 | ||||
Line of credit facility, Expiration period | 7 years | ||||
French Safeguard [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument interest rate stated percentage | 0.00% | ||||
French Safeguard Obligations | $ 493,000 | $ 2,000,000 | |||
Current maturities of French Safeguard obligations | 400,000 | ||||
Noncurrent maturities of French Safeguard obligations | $ 100,000 | ||||
Chinese [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Lines of credit annual interest rate | 4.95% | ||||
Senior Notes Due 2020 [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument face amount | $ 250,000,000 | ||||
Debt instrument interest rate stated percentage | 10.25% | ||||
Notes repurchased | $ 50,000,000 | ||||
Debt issuance costs | $ 5,400,000 | $ 5,900,000 | |||
Debt issuance costs paid | 7,300,000 | ||||
Proceeds from senior notes | 293,300,000 | ||||
Senior notes, net of discount | $ 6,800,000 | ||||
Senior Notes Due 2020 [Member] | PEP [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument face amount | $ 300,000,000 | ||||
Debt instrument interest rate stated percentage | 10.25% | ||||
Minimum [Member] | French Safeguard [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Creditor's claim period | 10 years | ||||
Minimum [Member] | Brazilian [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Lines of credit annual interest rate | 2.50% | ||||
Maximum [Member] | Brazilian [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Lines of credit annual interest rate | 9.10% |
Long-Term Debt and Short-Term44
Long-Term Debt and Short-Term Debt - Schedule of Debt Restated for Adoption of New Accounting Standard (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total debt | $ 820,750 | $ 807,114 |
Less current maturities of long-term debt | 19,537 | 11,714 |
Long-term debt, excluding current maturities of long-term debt | 801,213 | 795,400 |
Senior Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under Senior Notes | 244,573 | 244,088 |
French Safeguard [Member] | ||
Debt Instrument [Line Items] | ||
French Safeguard Obligations | 493 | 2,000 |
Brazilian [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under line of credit | 798 | 826 |
Chinese [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under line of credit | 3,576 | 3,696 |
Audited [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 820,073 | |
Less current maturities of long-term debt | 11,714 | |
Long-term debt, excluding current maturities of long-term debt | 808,359 | |
Audited [Member] | Senior Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under Senior Notes | 244,509 | |
Audited [Member] | French Safeguard [Member] | ||
Debt Instrument [Line Items] | ||
French Safeguard Obligations | 2,000 | |
Audited [Member] | Brazilian [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under line of credit | 826 | |
Audited [Member] | Chinese [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under line of credit | 3,696 | |
Restated [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 807,114 | |
Less current maturities of long-term debt | 11,714 | |
Long-term debt, excluding current maturities of long-term debt | 795,400 | |
Restated [Member] | Senior Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under Senior Notes | 244,088 | |
Restated [Member] | French Safeguard [Member] | ||
Debt Instrument [Line Items] | ||
French Safeguard Obligations | 2,000 | |
Restated [Member] | Brazilian [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under line of credit | 826 | |
Restated [Member] | Chinese [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under line of credit | 3,696 | |
Senior Secured Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under Senior Notes | 551,227 | 552,957 |
Senior Secured Term Loan B [Member] | Audited [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under Senior Notes | 562,580 | |
Senior Secured Term Loan B [Member] | Restated [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under Senior Notes | 552,957 | |
Senior Secured Revolving Facility [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under line of credit | $ 20,083 | 3,547 |
Senior Secured Revolving Facility [Member] | Audited [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under line of credit | 6,462 | |
Senior Secured Revolving Facility [Member] | Restated [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under line of credit | 3,547 | |
ASU 2015-13 Reclass [Member] | Senior Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under Senior Notes | (421) | |
ASU 2015-13 Reclass [Member] | Senior Secured Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under Senior Notes | (9,623) | |
ASU 2015-13 Reclass [Member] | Senior Secured Revolving Facility [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under line of credit | $ (2,915) |
Long-Term Debt and Short-Term45
Long-Term Debt and Short-Term Debt - Schedule of Debt Restated for Adoption of New Accounting Standard (Parenthetical) (Detail) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Senior Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings | $ 250,000,000 | |
Senior Notes Due 2020 [Member] | Audited [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings | $ 250,000,000 | |
Senior Notes Due 2020 [Member] | Restated [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings | 250,000,000 | |
Senior Secured Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings | 575,000,000 | |
Senior Secured Term Loan B [Member] | Audited [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings | 575,000,000 | |
Senior Secured Term Loan B [Member] | Restated [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings | 575,000,000 | |
Senior Secured Revolving Facility [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings | $ 100,000,000 | |
Senior Secured Revolving Facility [Member] | Audited [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings | 100,000,000 | |
Senior Secured Revolving Facility [Member] | Restated [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings | 100,000,000 | |
ASU 2015-13 Reclass [Member] | Senior Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings | 250,000,000 | |
ASU 2015-13 Reclass [Member] | Senior Secured Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings | 575,000,000 | |
ASU 2015-13 Reclass [Member] | Senior Secured Revolving Facility [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings | $ 100,000,000 |
Goodwill, net - Changes in Carr
Goodwill, net - Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 449,898 |
Currency impacts | 126 |
Goodwill changes from measurement period | (1,334) |
Ending Balance | 448,690 |
Precision Bearing Components Group [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 9,111 |
Currency impacts | 126 |
Ending Balance | 9,237 |
Autocam Precision Components Group [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 73,992 |
Ending Balance | 73,992 |
Precision Engineered Products Group [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 366,795 |
Goodwill changes from measurement period | (1,334) |
Ending Balance | $ 365,461 |
Goodwill, net - Additional Info
Goodwill, net - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment of goodwill | $ 0 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Changes in Carrying Amount of Intangible Assets, Net (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Balance as of December 31, 2015 | $ 282,169 |
Amortization | (14,547) |
Currency impacts | 147 |
Balance as of June 30, 2016 | 267,769 |
Precision Bearing Components Group [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Balance as of December 31, 2015 | 1,952 |
Amortization | (104) |
Currency impacts | 19 |
Balance as of June 30, 2016 | 1,867 |
Autocam Precision Components Group [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Balance as of December 31, 2015 | 46,417 |
Amortization | (1,819) |
Currency impacts | 128 |
Balance as of June 30, 2016 | 44,726 |
Precision Engineered Products Group [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Balance as of December 31, 2015 | 233,800 |
Amortization | (12,624) |
Balance as of June 30, 2016 | $ 221,176 |
Shared-Based Compensation - Add
Shared-Based Compensation - Additional Information (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 2,485 | $ 1,771 | ||
Number of options granted | 167 | 54,600 | ||
Expenses related to issuance of restricted stock | $ 700 | $ 600 | $ 1,400 | $ 1,100 |
Non-Executive Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of stock issue | 1 year | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock units issued | 152,510 | 114,475 | ||
Restricted Stock [Member] | Officers and Key Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of stock issue | 3 years | |||
Performance Based Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 500 | 200 | $ 60 | $ 200 |
Stock units issued | 202,330 | 71,550 | ||
Compensation expense period | 3 years | |||
Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 300 | 200 | $ 500 | $ 500 |
Selling, General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,500 | $ 1,000 | $ 2,500 | $ 1,800 |
Shared-Based Compensation - Rec
Shared-Based Compensation - Reconciliation of Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of options, Outstanding, Beginning Balance | 1,034 | ||
Number of Options, Granted | 167 | 54,600 | |
Number of Options, Exercised | (145) | ||
Number of Options, Forfeited or expired | (23) | ||
Number of Options, Outstanding, Ending Balance | 1,033 | ||
Number of Options, Options Exercisable | 816 | ||
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 12.09 | ||
Weighted-Average Exercise Price, Granted | 11.31 | ||
Weighted-Average Exercise Price, Exercised | 10.55 | ||
Weighted-Average Exercise Price, Forfeited or expired | 16.17 | ||
Weighted-Average Exercise Price, Outstanding, Ending Balance | 12.09 | ||
Weighted-Average Exercise Price, Options exercisable | $ 11.47 | ||
Weighted-Average Remaining Contractual Term, Outstanding, Ending Balance | 6 years 2 months 12 days | ||
Weighted- Average Remaining Contractual Term, Options exercisable | 5 years 4 months 24 days | ||
Aggregate Intrinsic Value, Outstanding, Ending Balance | [1] | $ 3,073 | |
Aggregate Intrinsic Value, Options exercisable | [1] | $ 2,649 | |
[1] | (1) The intrinsic value is the amount by which the market price of our stock was greater than the exercise price of any individual option grant at June 30, 2016. |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax [Line Items] | ||||
State and Local effective income tax rate | 49.00% | 21.00% | 2.00% | 22.00% |
Increase in tax rate due to adjusting tax rates | 23.00% | |||
Provision (benefit) expense for income taxes | $ 674 | $ 1,617 | $ (46) | $ 3,073 |
Change in effective tax rate | 15.00% | |||
Increase in tax rate due to adjusting tax rates | 10.00% | |||
Change in effective tax rate | 7.00% | |||
Interest and penalties recognized on uncertain tax positions | $ 200 | $ 200 | ||
Maximum [Member] | ||||
Income Tax [Line Items] | ||||
Increase in tax rate due to adjusting tax rates | 23.00% | |||
Minimum [Member] | ||||
Income Tax [Line Items] | ||||
Increase in tax rate due to adjusting tax rates | 10.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jun. 30, 2016USD ($) |
Contingencies And Commitments [Line Items] | |
Amount accrued for estimation of loss | $ 0 |
Minimum [Member] | |
Contingencies And Commitments [Line Items] | |
Possible loss estimated | 0 |
Maximum [Member] | |
Contingencies And Commitments [Line Items] | |
Possible loss estimated | $ 6,000,000 |
Investment in Non-Consolidate53
Investment in Non-Consolidated Joint Venture - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||||
Dividend declared by joint venture | $ 0 | $ 0 | ||
Net sales | $ 214,272,000 | $ 164,856,000 | $ 426,498,000 | $ 328,601,000 |
Wuxi Weifu Autocam Precision Machinery Company, Ltd. [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in joint venture | 49.00% | 49.00% | ||
Autocam [Member] | Joint Venture [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Amount due from joint venture | $ 100,000 | $ 100,000 | ||
Autocam [Member] | Joint Venture [Member] | Maximum [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Net sales | $ 100,000 | $ 100,000 |
Investment in Non-Consolidate54
Investment in Non-Consolidated Joint Venture - Components of Joint Venture Investment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||||
Beginning Balance | $ 38,462 | |||
Our share of cumulative earnings | $ 1,343 | $ 1,021 | 2,743 | $ 1,882 |
Ending Balance | 41,205 | 41,205 | ||
Joint Venture [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Beginning Balance | 38,462 | |||
Our share of cumulative earnings | 3,004 | |||
Accretion of basis difference from purchase accounting | (261) | |||
Ending Balance | $ 41,205 | $ 41,205 |
Investment in Non-Consolidate55
Investment in Non-Consolidated Joint Venture - Summarized Balance Sheet Information for Joint Venture (Detail) - Joint Venture [Member] - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | ||
Current assets | $ 31,452 | $ 24,663 |
Non-current assets | 23,570 | 22,847 |
Total assets | 55,022 | 47,510 |
Current liabilities | 11,620 | 11,171 |
Total liabilities | $ 11,620 | $ 11,171 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Fair value of fixed-rate debt | $ 254,200,000 | $ 254,200,000 | |
Debt issuance costs | 248,800,000 | 248,800,000 | |
Amount of interest rate swap | $ 150,000,000 | $ 150,000,000 | |
Description of term of interest rate swap | Our $150.0 million interest rate swap went into effect on December 29, 2015, at which time our interest rate was effectively 6.966% until December 31, 2018. | ||
Locked interest rate | 6.966% | 6.966% | |
Derivative maturity date | Dec. 31, 2018 | ||
Derivative inception date | Dec. 29, 2015 | ||
Derivative in Net liability position | $ 4,100,000 | $ 4,100,000 | |
Loss in accumulated other comprehensive income | (4,096,000) | $ (3,015,000) | |
Net hedging losses on the interest rate swaps | (500,000) | (927,000) | |
Amount to be reclassified from accumulated and other comprehensive income in next twelve months | $ 1,800,000 | $ 1,800,000 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Valued on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset - current | $ 578 | $ 388 |
Derivative asset - noncurrent | 852 | 368 |
Derivative liability - current | (2,361) | (2,098) |
Derivative liability - noncurrent | (3,165) | (1,673) |
Derivative assets and liabilities, Total | (4,096) | (3,015) |
Significant Other Observable Inputs Level 2 Member | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset - current | 578 | 388 |
Derivative asset - noncurrent | 852 | 368 |
Derivative liability - current | (2,361) | (2,098) |
Derivative liability - noncurrent | (3,165) | (1,673) |
Derivative assets and liabilities, Total | $ (4,096) | $ (3,015) |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivatives' Cash Flow Hedging Relationships (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of after tax of gain/(loss) recognized in Other Comprehensive Income on Derivatives (effective portion) | $ (4,096,000) | $ (3,015,000) | |
Pre-tax amount of gain/(loss) reclassified from Accumulated Other Comprehensive Income into Income (effective portion) | $ (500,000) | (927,000) | |
Interest Expense [Member] | Forward Starting Interest Rate Swap Contract [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of after tax of gain/(loss) recognized in Other Comprehensive Income on Derivatives (effective portion) | (4,096,000) | $ (3,015,000) | |
Pre-tax amount of gain/(loss) reclassified from Accumulated Other Comprehensive Income into Income (effective portion) | $ (927,000) |
Restructuring and Impairment 59
Restructuring and Impairment Charges - Summary of Impairment and Restructuring Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment charges | $ 4,000 | $ 1,891 |
Wheeling Plant [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Impairment of tangible assets | 328 | 361 |
Restructuring charges and contract costs | 1,749 | 3,275 |
Restructuring and impairment charges | 2,077 | 3,636 |
Reserve beginning balance | 2,290 | |
Charges | 3,636 | |
Paid in 2016 | (4,051) | |
Reserve ending balance | 1,875 | 1,875 |
Wheeling Plant [Member] | Severance and Other Employee Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Reserve beginning balance | 445 | |
Charges | 869 | |
Paid in 2016 | (1,298) | |
Reserve ending balance | 16 | 16 |
Wheeling Plant [Member] | Site Closure and Other Associated Cost [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Reserve beginning balance | 1,845 | |
Charges | 2,767 | |
Paid in 2016 | (2,753) | |
Reserve ending balance | $ 1,859 | $ 1,859 |
Restructuring and Impairment 60
Restructuring and Impairment Charges - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment charges | $ 4,000 | $ 1,891 |
Impairment assets and inventory at Wheeling Plant | 300 | 400 |
Wheeling Plant [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment charges | 2,077 | 3,636 |
Severance and Other Employee Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring charges | $ 1,700 | $ 3,300 |