Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 28, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | STONERIDGE INC | |
Entity Central Index Key | 1,043,337 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | sri | |
Entity Common Stock Shares Outstanding | 28,169,087 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 44,220 | $ 50,389 |
Accounts receivable, less reserves of $926 and $1,630, respectively | 137,577 | 113,225 |
Inventories, net | 76,997 | 60,117 |
Prepaid expenses and other current assets | 27,388 | 17,162 |
Total current assets | 286,182 | 240,893 |
Long-term assets: | ||
Property, plant and equipment, net | 102,690 | 91,500 |
Intangible assets, net | 76,682 | 39,260 |
Goodwill | 36,241 | 931 |
Investments and other long-term assets, net | 19,198 | 21,945 |
Total long-term assets | 234,811 | 153,636 |
Total assets | 520,993 | 394,529 |
Current liabilities: | ||
Current portion of debt | 6,524 | 8,626 |
Accounts payable | 78,914 | 62,594 |
Accrued expenses and other current liabilities | 41,496 | 41,489 |
Total current liabilities | 126,934 | 112,709 |
Long-term liabilities: | ||
Revolving credit facility | 132,000 | 67,000 |
Long-term debt, net | 5,906 | 8,060 |
Deferred income taxes | 19,559 | 9,760 |
Other long-term liabilities | 28,254 | 4,923 |
Total long-term liabilities | 185,719 | 89,743 |
Shareholders' equity: | ||
Preferred Shares, without par value, 5,000 shares authorized, none issued | ||
Common Shares, without par value, 60,000 shares authorized, 28,966 and 28,966 shares issued and 28,169 and 27,850 shares outstanding at June 30, 2017 and December 31, 2016, respectively, with no stated value | ||
Additional paid-in capital | 225,364 | 206,504 |
Common Shares held in treasury, 796 and 1,116 shares at June 30, 2017 and December 31, 2016, respectively, at cost | (7,072) | (5,632) |
Retained earnings | 65,307 | 45,356 |
Accumulated other comprehensive loss | (75,259) | (67,913) |
Total Stoneridge Inc. shareholders' equity | 208,340 | 178,315 |
Noncontrolling interest | 13,762 | |
Total shareholders' equity | 208,340 | 192,077 |
Total liabilities and shareholders' equity | $ 520,993 | $ 394,529 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, reserves (in dollars) | $ 926 | $ 1,630 |
Preferred shares, authorized | 5,000,000 | 5,000,000 |
Preferred shares, no par value | ||
Preferred shares, issued | 0 | 0 |
Common shares, authorized | 60,000,000 | 60,000,000 |
Common shares, no par value | ||
Common shares, issued | 28,966,000 | 28,966,000 |
Common shares, outstanding | 28,169,000 | 27,850,000 |
Common shares held in treasury, shares | 796,000 | 1,116,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 209,111 | $ 186,903 | $ 413,422 | $ 349,519 |
Costs and expenses: | ||||
Cost of goods sold | 145,697 | 134,152 | 288,857 | 251,607 |
Selling, general and administrative | 35,704 | 29,247 | 69,970 | 55,019 |
Design and development | 12,034 | 9,878 | 23,755 | 20,761 |
Operating income | 15,676 | 13,626 | 30,840 | 22,132 |
Interest expense, net | 1,518 | 1,840 | 2,928 | 3,354 |
Equity in earnings of investee | (555) | (153) | (735) | (296) |
Other expense (income), net | 605 | (406) | 795 | (225) |
Income before income taxes | 14,108 | 12,345 | 27,852 | 19,299 |
Provision for income taxes | 5,189 | 1,350 | 9,760 | 2,195 |
Net income | 8,919 | 10,995 | 18,092 | 17,104 |
Net loss attributable to noncontrolling interest | (100) | (576) | (130) | (1,706) |
Net income attributable to Stoneridge, Inc. | $ 9,019 | $ 11,571 | $ 18,222 | $ 18,810 |
Earnings per share attributable to Stoneridge, Inc.: | ||||
Basic (in dollars per share) | $ 0.32 | $ 0.42 | $ 0.65 | $ 0.68 |
Diluted (in dollars per share) | $ 0.32 | $ 0.41 | $ 0.64 | $ 0.67 |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 28,133,432 | 27,790,639 | 28,025,805 | 27,733,288 |
Diluted (in shares) | 28,517,442 | 28,262,154 | 28,530,679 | 28,207,754 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Statement Of Other Comprehensive Income [Abstract] | |||||
Net income | $ 8,919 | $ 10,995 | $ 18,092 | $ 17,104 | |
Less: Net loss attributable to noncontrolling interest | (100) | (576) | (130) | (1,706) | |
Net income attributable to Stoneridge, Inc. | 9,019 | 11,571 | 18,222 | 18,810 | |
Other comprehensive income (loss), net of tax attributable to Stoneridge, Inc.: | |||||
Foreign currency translation | 6,276 | 1,833 | 9,339 | 6,561 | |
Benefit plan liability | |||||
Unrealized gain (loss) on derivatives | [1] | (7) | 41 | 310 | (409) |
Other comprehensive income, net of tax attributable to Stoneridge, Inc. | 6,269 | 1,874 | 9,649 | 6,152 | |
Comprehensive income attributable to Stoneridge, Inc. | $ 15,288 | $ 13,445 | $ 27,871 | $ 24,962 | |
[1] | Net of tax benefit of $(3) and $0 for the three months ended June 30, 2017 and 2016, respectively. Net of tax expense of $167 and $0 for the six months ended June 30, 2017 and 2016, respectively. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement Of Other Comprehensive Income [Abstract] | ||||
Tax expense (benefit) for unrealized gain (loss) on derivatives | $ (3) | $ 0 | $ 167 | $ 0 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
OPERATING ACTIVITIES: | ||
Net income | $ 18,092 | $ 17,104 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 10,538 | 9,606 |
Amortization, including accretion of deferred financing costs | 3,200 | 1,725 |
Deferred income taxes | 5,450 | 548 |
Earnings of equity method investee | (735) | (296) |
Gain on sale of fixed assets | (4) | (188) |
Share-based compensation expense | 4,065 | 2,888 |
Tax benefit related to share-based compensation expense | (758) | |
Change in fair value of contingent consideration | 2,347 | |
Changes in operating assets and liabilities, net of effect of business combination: | ||
Accounts receivable, net | (13,494) | (28,536) |
Inventories, net | (6,739) | (2,448) |
Prepaid expenses and other assets | (4,174) | (5,388) |
Accounts payable | 11,675 | 19,430 |
Accrued expenses and other liabilities | (2,442) | 3,349 |
Net cash provided by operating activities | 27,021 | 17,794 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (15,167) | (12,006) |
Proceeds from sale of fixed assets | 20 | 354 |
Business acquisition, net of cash acquired | (77,538) | |
Net cash used for investing activities | (92,685) | (11,652) |
FINANCING ACTIVITIES: | ||
Acquisition of noncontrolling interest, including transaction costs | (1,796) | |
Revolving credit facility borrowings | 84,000 | |
Revolving credit facility payment | (19,000) | |
Proceeds from issuance of debt | 1,901 | 11,800 |
Repayments of debt | (6,174) | (15,611) |
Other financing costs | (61) | |
Repurchase of Common Shares to satisfy employee tax withholding | (2,207) | (1,384) |
Net cash provided by (used for) financing activities | 56,663 | (5,195) |
Effect of exchange rate changes on cash and cash equivalents | 2,832 | (24) |
Net change in cash and cash equivalents | (6,169) | 923 |
Cash and cash equivalents at beginning of period | 50,389 | 54,361 |
Cash and cash equivalents at end of period | 44,220 | 55,284 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,755 | 3,015 |
Cash paid for income taxes, net | $ 3,424 | 1,733 |
Supplemental disclosure of non-cash operating and financing activities: | ||
Bank payment of vendor payables under short-term debt obligations | $ 2,122 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | (1) Basis of Presentation The accompanying condensed consolidated financial statements have been prepared by Stoneridge, Inc. (the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to the SEC's rules and regulations. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year. While the Company believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's 2016 Form 10-K. On January 31, 2017, the Company acquired Exploitatiemaatschappij Berghaaf B.V. (“Orlaco”), an electronics business which designs, manufactures and sells a variety of camera-based vision systems, monitors and related products. The acquisition was accounted for as a business combination, and accordingly, the Company’s condensed consolidated financial statements herein include the results of Orlaco from the acquisition date to June 30, 2017. See Note 3 to the condensed consolidated financial statements for additional details regarding the Orlaco acquisition. The Company had a 74% controlling interest in PST Electronica Ltda. (“PST”) from December 31, 2011 through May 15, 2017 . On May 16, 2017, the Company acquired the remaining 26% noncontrolling interest in PST, which was accounted for as an equity transaction. As such, PST is now a wholly owned subsidiary. See Note 15 to the condensed consolidated financial statements for additional details regarding the acquisition of PST’s noncontrolling interest. Also, see the impact of the adoption of various accounting standards below on the condensed consolidated financial statements herein. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 6 Months Ended |
Jun. 30, 2017 | |
Recently Issued Accounting Standards [Abstract] | |
Recently Issued Accounting Standards | (2) Recently Issued Accounting Standards Recently Adopted Accounting Standards In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, “Compensation-Stock Compensation (Topic 718)”, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. If an award is not probable of vesting at the time a change is made , the new guidance clarifies that no new measurement date will be required if there is no change to the fair value, vesting conditions, and classification. As early adoption is permitted, the Company adopted this standard in the second quarter of 2017, which did not have a material impact on its condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment (Topic 350)”. It eliminates Step 2 from the goodwill impairment test. As a result, an entity should recognize an impairment charge for the amount by which the carrying amount of goodwill exceeds the reporting unit's fair value, not to exceed the carrying amount of goodwill. The Company adopted this standard on January 1, 2017, which did not have a material impact on its condensed consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718)” , which is intended to simplify several aspects of the accounting for share-based payment award transactions including how excess tax benefits should be classified in the Company’s condensed consolidated financial statements. The new standard simplifies the treatment of share based payment transactions by recognizing the impact of excess tax benefits or deficiencies related to exercised or vested awards in income tax expense in the period of exercise or vesting. The new standard also modifies the diluted earnings per share calculation using the treasury stock method by eliminating the excess tax benefits or deficiencies from the calculation. These changes have been recognized prospectively. The presentation of excess tax benefits in the condensed stateme nt of consolidated cash flows was also modified to be included with other income tax cash flows as an operating activity. The Company adopted this standard as of January 1, 2017 utilizing the prospective transition method for excess tax benefits in the condensed consolidated statement of cash flows . The Company had unrecognized tax benefits related to share-based payment awards of $1,729 as of December 31, 2016 , which upon adoption was recorded in other long-term assets with a corresponding increase to retained earnings associated with the cumulative effect of the accounting change. In July 2015, the FASB issued ASU 2015-11 “Simplifying the Measurement of Inventory”, which requires that inventory be measured at the lower of cost or net realizable value. Prior to the issuance of the new guidance, inventory was measured at the lower of cost or market. Replacing the concept of market with the single measurement of net realizable value is intended to reduce cost and complexity. The Company adopted this standard as of January 1, 2017, which did not have a material impact on the its condensed consolidated financial statements or disclosures. Accounting Standards Not Yet Adopted In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business”. It revises the definition of a business and provides a framework to evaluate when an input and a substantive process are present in an acquisition to be considered a business. This guidance is effective for annual periods beginning after December 15, 2017. The Company expects to adopt this standard as of January 1, 2018, which is not expected to have a material impact on its condensed consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments (Topic 230)”, which provides guidance on the presentation and classification of certain cash receipts and cash payments in the statement of cash flows in order to reduce diversity in practice. This ASU is effective for interim and annual periods beginning after December 15, 2017 with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which will require that a lessee recognize assets and liabilities on the balance sheet for all leases with a lease term of more than twelve months, with the result being the recognition of a right of use asset and a lease liability. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company expects to adopt this standard as of January 1, 2019. The Company is currently evaluating the impact of adopting this standard on its condensed consolidated financial statements, which will require right of use assets and lease liabilities be recorded in the condensed consolidated balance sheet for operating leases. In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers”, which is the new comprehensive revenue recognition standard that will supersede existing revenue recognition guidance under U.S. GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. This ASU allows for both retrospective and prospective methods of adoption. The new standard will become effective for annual and interim periods beginning after December 15, 2017. Currently, the Company does not expect the adoption of this standard to have a material impact on its results of operations or financial position; however, the Company expects expand ed disclosures consistent with the requirements of the new standard. In particular, t he Company does not expect any changes to how it accounts for reimbursable pre-production costs, currently accounted for as a cost reduction. The Company will adopt this standard January 1, 2018 and expects to use the modified retrospective transition method. Under the modified retrospective method, the Company would recognize the cumulative effect of initially applying the standard as an adjustment to opening retained earnings at the date of initial application. |
Acquisition of Orlaco
Acquisition of Orlaco | 6 Months Ended |
Jun. 30, 2017 | |
Acquisition of Orlaco [Abstract] | |
Acquisition of Orlaco | (3) Acquisition of Orlaco On January 31, 2017 , Stoneridge B.V., an indirect wholly-owned subsidiary of Stoneridge, Inc., entered into and closed an agreement to acquire Orlaco. Orlaco designs, manufactures and sells a variety of camera-based vision systems, monitors and related electronic products primarily to the heavy off-road machinery, commercial vehicle, lifting crane and warehousing and logistics industries. Stoneridge and Orlaco jointly developed the MirrorEye mirror replacement system, which is a system solution to improve the safety and fuel economy of commercial vehicles. The MirrorEye system integrates Orlaco’s vision processing technology and Stoneridge’s driver information capabilities as well as the combined software capabilities of both companies. The acquisition of Orlaco enhances the Stoneridge’s Electronics segment global technical capabilities in vision systems and facilitates entry into new markets. The aggregate consideration for the Orlaco acquisition was €74,939 ( $79,675 ), which included customary estimated adjustments to the purchase price. The Company paid €67,439 ( $71,701 ) in cash, and €7,500 ( $7,974 ) is held in an escrow account to secure the payment obligations of the seller under the terms of the purchase agreement. The purchase price is subject to certain customary adjustments set forth in the purchase agreement. The escrow amount will be transferred promptly following the completion of the escrow period. The Company may also be required pay up to an additional €7,500 as contingent consideration (“earn-out consideration”) if certain performance targets are achieved during the first two years. The acquisition date fair value of the total consideration transferred consisted of the following: Cash $ 79,675 Fair value of earn-out consideration and other adjustments 4,208 Total purchase price $ 83,883 The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (including measurement period adjustments). The purchase price and associated allocation is preliminary pending completion of the valuation of acquired inventory, property, plant and equipment, intangible assets and deferred income taxes and may be subsequently adjusted to reflect final valuation results and purchase price adjustments. Based upon information obtained, certain of the fair value amounts previously estimated were adjusted during the measurement period. These measurement period adjustments related to updated valuation reports and appraisals received from our external valuation specialists, as well as revisions to internal estimates. The changes in estimates recorded at June 30, 2017 include an increase in inventory of $265 ; an increase in intangible assets of $113 ; an increase in accrued liabilities of $29 ; a decrease in accounts receivable of $201 and a decrease in earn-out consideration of $1,007 . The measurement period and working capital adjustments resulted in a decrease to goodwill $1,411 . At January 31, 2017 Cash $ 2,165 Accounts receivable 7,929 Inventory 9,409 Prepaid and other current assets 298 Property, plant and equipment 6,668 Identifiable intangible assets 38,739 Other long-term assets 690 Total identifiable assets acquired 65,898 Accounts payable 3,020 Other current liabilities 834 Deferred tax liabilities 9,994 Warranty liability 1,462 Total liabilities assumed 15,310 Net identifiable assets acquired 50,588 Goodwill 33,295 Net assets acquired $ 83,883 Assets a cquired and liabilities assumed were recorded at estimated fair values based on management's estimates, available information, and reasonable and supportable assumptions. Also, the Company utilized a third-party to assist with certain estimates of fair values, including: · Fair value estimate for inventory was based on a comparative sales method · Fair value estimate for property, plant and equipment was based on appraised values utilizing cost and market approaches · Fair values for intangible assets were based on a combination of market and income approaches, including the relief from royalty method · Fair value for the earn-out consideration was based on a Monte Carlo simulation utilizing forecast ed earnings before interest, taxes, depreciation and amortization (“ EBITDA ”) for the 2017 and 2018 measurement period These non-recurring fair value meas urements are classified within L evel 3 of the fair value hierarchy. Goodwill is calculated as the excess of the fair value of consideration transferred over the fair market value of the identifiable assets and liabilities and represents the future economic benefits arising from other assets acquired that could not be separately recognized. The goodwill is not deductible for income tax purposes. Of the $38,739 of acquired identifiable intangible assets, $27,518 was provisionally assigned to customer lists with a 15 -year useful life; $5,142 was provisionally assigned to trademarks with a 20 year useful life; and $6,079 was provisionally assigned to technology with a 7 year weighted-average useful life. The preliminary estimated fair value of the earn-out consideration was $4,102 which was adjusted to $3,243 as of the January 31, 2017 acquisition date. The Company recognized $41 and $1,259 of acquisition related costs in the condensed consolidated statement of operations as a component of selling, general and administrative expense for the three and six months ended June 30, 2017, re spectively . Included in the Company's statement of operations for the three and six months ended June 30 , 2017 are post- acquisition sales of $17,313 and $28,454 , and net (loss) income of $(547) and $45 , respectively , related to Orlaco which are included in the Electronics segment. The Company’s statement of operations also included $657 and $1,636 of expense in cost of goods sold for the three and six months ended June 30, 2017, respectively, associated with the step up of the Orlaco inventory to fair value and the $2,103 fair value adjustment for earn-out consideration in selling, general and administrative expenses for the three and six months ended June 30, 2017. The following unaudited pro forma information reflects the Company’s condensed consolidated results of operations as if the acquisition had taken place on January 1, 2016. The unaudited pro forma information is not necessarily indicative of the results of operations that the Company would have reported had the transaction actually occurred at the beginning of these periods, nor is it necessarily indicative of future results. Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 Net sales $ 209,111 $ 201,397 $ 418,452 $ 378,892 Net income attributable to Stoneridge, Inc. and subsidiaries $ 9,019 $ 12,889 $ 18,326 $ 21,789 The unaudited pro forma financial information presented in the table above has been adjusted to give effect to adjustments that are directly related to the business combination and are factually supportable. These adjustments include, but are not limited to, depreciation and amortization related to fair value adjustments to property, plant, and equipment and finite-lived intangible assets. Also, an adjustment has been made for management fees expensed by Orlaco. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2017 | |
Inventories [Abstract] | |
Inventories | (4) Inventories Inventories are valued at the lower of cost (using either the first-in, first-out (“FIFO”) or average cost methods) or net realizable value. The Company evaluates and adjusts as necessary its excess and obsolescence reserve on a quarterly basis. Excess inventories are quantities of items that exceed anticipated sales or usage for a reasonable period. The Company has guidelines for calculating provisions for excess inventories based on the number of months of inventories on-hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period. Inventory cost includes material, labor and overhead. Inventories consisted of the following: June 30, December 31, 2017 2016 Raw materials $ 44,926 $ 35,665 Work-in-progress 8,559 7,483 Finished goods 23,512 16,969 Total inventories, net $ 76,997 $ 60,117 Inventory valued using the FIFO method was $ 53,731 and $37,765 at June 30, 2017 and December 31, 2016, respectively. Inventory valued using the average cost method was $23,266 and $22,352 at June 30, 2017 and December 31, 2016, respectively. . |
Goodwill and Intangibles
Goodwill and Intangibles | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangibles [Abstract] | |
Goodwill and Intangibles | (5) Goodwill and Intangibles Goodwill Goodwill was $36,241 and $931 at June 30, 2017 and December 31, 2016 , respectively all of which relate s to the Electronics segment. The increase in goodwill is rel ated to the Orlaco acquisition as further discussed in Note 3. Goodwill is not amortized, but instead is tested for impairment at least annually, or earlier when events and circumstances indicate that it is more likely than not that such assets have been impaired. Intangibles Acquisition Accumulated As of June 30, 2017 cost amortization Net Customer lists $ 56,239 $ (10,737) $ 45,502 Tradenames 23,302 (5,059) 18,243 Technology 17,139 (4,202) 12,937 Other 41 (41) - Total $ 96,721 $ (20,039) $ 76,682 Acquisition Accumulated As of December 31, 2016 cost amortization Net Customer lists $ 27,476 $ (9,138) $ 18,338 Tradenames 18,116 (4,558) 13,558 Technology 10,862 (3,498) 7,364 Other 41 (41) - Total $ 56,495 $ (17,235) $ 39,260 The Co mpany recorded amortization expense of $1,646 and $807 related to finite-lived intangible assets for the three month period ended June 30 , 2017 and 2016, respectively, and $3,039 and $1,533 for the six month period ended June 30, 2017 and 2016, respectively. The Company currently estimates annual amortization expense to be $6,200 for 2017 and $6,300 for 2018 , 2019 , 2020 and 2021 . |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Financial Instruments and Fair Value Measurements [Abstract] | |
Financial Instruments and Fair Value Measurements | (6) Financial Instruments and Fair Value Measurements Financial Instruments A financial instrument is cash or a contract that imposes an obligation to deliver, or conveys a right to receive cash or another financial instrument. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are considered to be representative of fair value because of the short maturity of these instruments. Derivative Instruments and Hedging Activities On June 30, 2017, the Company had open foreign currency forward contracts which are used solely for hedging and not for speculative purposes. Management believes that its use of these instruments to reduce risk is in the Company's best interest. The counterparties to these financial instruments are financial institutions with investment grade credit ratings. Foreign Currency Exchange Rate Risk The Company conducts business internationally and therefore is exposed to foreign currency exchange rate risk. The Company uses derivative financial instruments as cash flow and fair value hedges to manage its exposure to fluctuations in foreign currency exchange rates by reducing the effect of such fluctuations on foreign currency denominated intercompany transactions, inventory purchases and other foreign currency exposures. The currencies hedged by the Company during 2017 and 2016 included the euro and Mexican peso. In addition, the Company hedged the U.S. dollar against the Swedish krona and euro on behalf of its European subsidiaries in 2016. These forward contracts were executed to hedge forecasted transactions and certain transactions have been accounted for as cash flow hedges. As such, the effective portion of the unrealized gain or loss was deferred and reported in the Company’s condensed consolidated balance sheets as a component of accumulated other comprehensive loss. The cash flow hedges were highly effective. The effectiveness of the transactions has been and will be measured on an ongoing basis using regression analysis and forecasted future purchases of the currency. In certain instances, the foreign currency forward contracts do not qualify for hedge accounting or are not designated as hedges, and therefore are marked-to-market with gains and losses recognized in the Company's condensed consolidated statement of operations as a component of other expense (income) , net. The Company's foreign currency forward contracts offset a portion of the gains and losses on the underlying foreign currency denominated transactions as follows: Euro-denominated Foreign Currency Forward Contract At June 30, 2017 and December 31, 2016, the Company held foreign currency forward contracts with underlying notional amounts of $1,187 and $1,601 , respectively, to reduce the exposure related to the Company's euro-denominated intercompany loans. The current contract expires in June 2018 . The euro-denominated foreign currency forward contract was not designated as a hedging instrument. The Company recognized a loss of $108 and a gain of $ 43 for the three months ended June 30, 2017 and 201 6, respectively, in the condensed consolidated statements of operations as a component of other expense (income), net related to the euro-denominated contract. For the six months ended June 30, 2017 and 2016, the Company recognized a loss of $128 and $39 , respectively, related to this contract. Mexican peso-denominated Foreign Currency Forward Contracts – Cash Flow Hedge The Company holds Mexican peso-denominated foreign currency forward contracts with notional amounts at June 30, 2017 of $2,815 which expire ratably on a monthly basis from July 2017 through December 2017, compared to a notional amount of $5,699 at December 31, 2016. The Company evaluated the effectiveness of the Mexican peso-denominated foreign currency forward contracts held as of June 30 , 2017 and December 31, 2016 and concluded that the hedges were highly effective. The notional amounts and fair values of derivative instruments in the condensed consolidated balance sheets were as follows: Prepaid expenses Accrued expenses and Notional amounts (A) and other current assets other current liabilities June 30, December 31, June 30, December 31, June 30, December 31, 2017 2016 2017 2016 2017 2016 Derivatives designated as hedging instruments: Cash flow hedges: Forward currency contracts $2,815 $5,699 $449 $0 $0 $28 Derivatives not designated as hedging instruments: Forward currency contracts $1,187 $1,601 $0 $0 $1 $3 (A) Notional amounts represent the gross contract in U.S. dollars of the derivatives outstanding. Gross amounts recorded for the cash flow hedges in other comprehensive income and in net income for the three months ended June 30 are as follows: Gain (loss) reclassified from Gain (loss) recorded in other other comprehensive income comprehensive income into net income 2017 2016 2017 2016 Derivatives designated as cash flow hedges: Forward currency contracts $ 145 $ (33) $ 155 $ (74) Gross amounts recorded for the cash flow hedges in other comprehensive income and in net income for the six months ended June 30 are as follows: Gain (loss) reclassified from Gain (loss) recorded in other other comprehensive income comprehensive income into net income 2017 2016 2017 2016 Derivatives designated as cash flow hedges: Forward currency contracts $ 661 $ (527) $ 184 $ (118) Gains and losses reclassified from other comprehensive income into net income were recognized in cost of goods sold in the Company's condensed consolidated statements of operations. The net deferred gain of $ 449 on the cash flow hedge derivatives will be reclassified from other comprehensive income to the condensed consolidated statements of operations through December 2017. Fair Value Measurements The Company’s assets and liabilities are measured at fair value on a recurring basis and are categorized using the three levels of the fair value hierarchy based on the reliability of the inputs used. Fair values estimated using Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Fair values estimated using Level 2 inputs, other than quoted prices, are observable for the asset or liability, either directly or indirectly and include among other things, quoted prices for similar assets or liabilities in markets that are active or inactive as well as inputs other than quoted prices that are observable. For forward currency contracts , inputs include foreign currency exchange rates . Fair values estimated using Level 3 inputs consist of significant unobservable inputs. The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the three levels of the fair value hierarchy based on the reliability of inputs used. June 30, 2017 December 31, 2016 Fair values estimated using Level 1 Level 2 Level 3 Fair value inputs inputs inputs Fair value Financial assets carried at fair value: Forward currency contracts $ 449 $ - $ 449 $ - $ - Total financial assets carried at fair value $ 449 $ - $ 449 $ - $ - Financial liabilities carried at fair value: Forward currency contracts $ 1 $ - $ 1 $ - $ 31 Earn-out consideration 15,577 - - 15,577 - Total financial liabilities carried at fair value $ 15,578 $ - $ 1 $ 15,577 $ 31 The following table sets forth a summary of the change in fair value of the Company’s Level 3 financial liabilities related to earn-out consideration that are measured at fair value on a recurring basis. Orlaco PST Total Balance at December 31, 2016 $ - $ - $ - Fair value on acquisition date 3,243 10,400 13,643 Change in fair value 2,103 244 2,347 Foreign currency adjustments 224 (637) (413) Balance at June 30, 2017 $ 5,570 $ 10,007 $ 15,577 The increase in fair value of earn-out consideration related to the Orlaco acquisition is due to actual performance exceeding forecasted performance. The additional increase in the fair value of earn-out consideration was due the reduced time from the current period end to the payment date as well as foreign currency. The increase in fair value for PST was due to the reduced time from the current period end to the payment date, which was more than offset by foreign currency translation. The fair value of the Orlaco and PST earn-out consideration is based on forecasted EBITDA during the performance periods. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the six months ended June 30, 2017. Except for the fair value of assets acquired and liabilities assumed related to the Orlaco acquisition discussed in Note 3, there were no non-recurring fair value measurements for the periods presented. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | (7) Share-Based Compensation Compensation expense for share-based compensation arrangements, which is recognized in the condensed consolidated statements of operations as a component of selling, general and administrative expenses, was $1,726 and $ 1 ,928 for the three months ended June 30 , 2017 and 2016, respectively. For the six months ended June 30, 2017 total share-based compensation was $4,065 compared to $2,888 for the six months ended June 30, 2016. The three and six months ended June 30, 2016 included $545 related to modification of the retirement notice provisions of certain awards. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt [Abstract] | |
Debt | (8) Debt Debt consisted of the following at June 30, 2017 and December 31, 2016: June 30, December 31, Interest rates at 2017 2016 June 30, 2017 Maturity Revolving Credit Facility Credit facility $ 132,000 $ 67,000 2.51 - 2.66% September 2021 Debt PST short-term obligations 2,094 5,097 5.44% - 8.00% 2017 - 2018 PST long-term notes 10,275 11,452 9.5% - 15.4% 2018 - 2021 Other 61 137 Total debt 12,430 16,686 Less: current portion (6,524) (8,626) Total long-term debt, net $ 5,906 $ 8,060 Revolving Cred it Facility On November 2, 2007, the Company entered into an asset-based credit facility, which permits borrowing up to a maximum level of $100,000 . The Company entered into an Amended and Restated Credit and Security Agreement and a Second Amended and Restated Credit and Security Agreement on September 20, 2010 and December 1, 2011, respectively. On September 12, 2014, the Company entered into a Third Amended and Restated Credit Agreement (the “Amended Agreement” or “Credit Facility” ). The Amended Agreement provides for a $300,000 revolving credit facility, which replace d the Company’s existing $100,000 asset-based credit facility and includes a l etter of credit subfacility, swing line subfacility and multicurrency subfacility. The Amended Agreement also has an accordion feature which allows the Company to increase the availability by up to $80,000 upon the satisfaction of certain conditions. The Amended Agreement extend ed the ter mination date to September 12, 2019 from December 1, 2016. On March 26, 2015, the Company entered into Amendment No. 1 to the Amended Agreement which modified the definition of Consolidated EBITDA to allow for the add back of cash premiums and other non-cash charges related to the amendment and restatement of the Amended Agreement and the early extinguishment of the Company’s 9.5% Senior Secured Notes. Consolidated EBITDA is used in computing the Company’s leverage ratio and interest coverage ratio which are covenants within the Amended Agreement. On February 23, 2016, the Company entered into Amendment No. 2 to the Amended Agreement which amended and waived any default or potential defaults with respect to the pledging as collateral additional shares issued by a wholly owned subsidiary and newly issued shares associated with the formation of a new subsidiary. On August 12, 2016 , the Company entered into Amendment No. 3 to the Amended Agreement which extended of the expiration date of the Agreement by two years to September 12, 2021 , increased the borrowing sub-limit for the Company’s foreign subsidiaries by $30,000 to $80,000 , increased the basket of permitted loans and investments in foreign subsidiaries by $5,000 to $30,000 , and provided additional flexibility to the Company for certain permitted corporate transactions involving its foreign subsidiaries as defined in the Agreement. As a result of Amendment No. 3, the Company capitalized deferred financing costs of $339 , which will be amortized over the remaining term of the Credit Facility. On January 30, 2017, the Company entered into Consent and Amendment No. 4 to the Amended Agreement which amended certain definitions, schedules and exhibits of the Credit Facility, consented to a Dutch Reorganization, and consented to the Orlaco acquisition. As a result of Amendment No. 4, the Company capitalized deferred financing costs of $61 , which will be amortized over the remaining term of the Credit Facility . Borrowings under the Amended Agreement bear interest at either the Base Rate , as defined, or the LIBOR Rate, at the Company’s option, plus the applicable margin as set f orth in the Amended Agreement. The Company is also subject to a commitment fee ranging from 0.20% to 0.35% based on the Company’s leverage ratio. The Amended Agreement requires the Company to maintain a maximum leverage ratio of 3.00 to 1.00, and a minimum interest coverage ratio of 3.50 to 1.00 and places a maximum annual limit on capital expenditures. The Amended Agreement also contains other affirmative and negative covenants and events of default that are customary for credit arrangements of this type including covenants which place restrictions and/or limitations on the Company’s ability to borrow money, make capital expenditures and pay dividends. Borrowings outstanding on the Credit Facility was $132,000 and $67,000 at June 30, 2017 and December 31, 2016, respectively. Borrowings increased under the Credit Facility were to fund the Orlaco acquisition described in Note 3 during the first quarter which were partially offset by subsequent voluntary principal payments. The Company was in compliance with all Credit Facility covenants at June 30, 2017 and December 31, 2016 . The Company also has outstanding letters of credit of $3,367 and $3,399 at June 30, 2017 and December 31, 2016, respectively . Debt PST maintains several short-term obligations and long- term notes used for working capital purposes which have fixed interest rate s . The weighted-average interest rates of short-term and long-term debt of PST at June 30, 2017 were 6.5% and 12.8% , r espectively . Depending on the specific note, interest is payable either monthly or annually. Principal repayments on PST debt at June 30, 2017 are as follows: $ 6,474 from July 2017 through June 2018, $ 2,174 from July 2018 through December 2018, $ 2,567 in 2019, $ 602 in 20 20, and $552 in 202 1 . PST was in compliance with all debt covenants at June 30, 2017 and December 31, 2016 . The Company's wholly-owned subsidiary located in Stockholm, Sweden, has an overdraft credit line which allows overdrafts on the subsidiary's bank account up to a maximum level of 20,000 Swedish krona, or $2,373 and $2,196 , at June 30, 2017 and December 31, 201 6 , respectively. At June 30, 2017 and December 31, 201 6 , there was no balance outstandi ng on this bank account . |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (9) Earnings Per Share Basic earnings per share was computed by divi ding net income by the weighted- average number of Common Shares outstand ing for each respective period. Diluted earnings per share was calculated by dividing net income by the weighted-average of all potentially dilutive Common Shares that were outstanding during the periods presented. As the Company adopted ASU 2016-09 on January 1, 2017 utilizing the prospective transition method, the weighted-average dilutive Common Shares calculation excludes the excess tax benefit from the treasury stock method for the three and six months ended June 30, 2017, while the calculation includes the excess tax benefits using the treasury stock method for the three and six months ended June 30, 2016. Weighted-average Common Shares outstanding used in calculating basic and diluted earnings per share were as follows: Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 Basic weighted-average Common Shares outstanding 28,133,432 27,790,639 28,025,805 27,733,288 Effect of dilutive shares 384,010 471,515 504,874 474,466 Diluted weighted-average Common Shares outstanding 28,517,442 28,262,154 28,530,679 28,207,754 There were no performance- based rest ricted Common Shares outstanding at June 30, 2017 or 2016. There were 753,150 and 819,914 performance-based right to receive Common Shares outstanding at June 30, 2017 and 2016, respectively. These right to receive Common Shares are included in the computation of diluted earnings per share based on the number of Common Shares that would be issuable if the end of the quarter were the end of the contingency period . |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss by Component | 6 Months Ended |
Jun. 30, 2017 | |
Changes in Accumulated Other Comprehensive Loss by Component [Abstract] | |
Changes in Accumulated Other Comprehensive Loss by Component | ( 10 ) Changes in Accumulated Other Comprehensive Loss by Component Changes in accumulated other comprehensive loss for the three months ended June 30 , 2017 and 2016 were as follows: Foreign Unrealized Benefit currency gain (loss) plan translation on derivatives liability Total Balance at April 1, 2017 $ (64,832) $ 299 $ - $ (64,533) Other comprehensive income before reclassifications 6,276 94 - 6,370 Amounts reclassified from accumulated other comprehensive loss - (101) - (101) Net other comprehensive income (loss), net of tax 6,276 (7) - 6,269 Reclassification of foreign currency translation associated with noncontrolling interest acquired (16,995) - - (16,995) Balance at June 30, 2017 $ (75,551) $ 292 $ - $ (75,259) Balance at April 1, 2016 $ (65,568) $ (60) $ 84 $ (65,544) Other comprehensive income (loss) before reclassifications 1,833 (33) - 1,800 Amounts reclassified from accumulated other comprehensive loss - 74 - 74 Net other comprehensive income, net of tax 1,833 41 - 1,874 Balance at June 30, 2016 $ (63,735) $ (19) $ 84 $ (63,670) Changes in accumulated other comprehensive loss for the six months ended June 30 , 2017 and 2016 were as follows: Foreign Unrealized Benefit currency gain (loss) plan translation on derivatives liability Total Balance at January 1, 2017 $ (67,895) $ (18) $ - $ (67,913) Other comprehensive income before reclassifications 9,339 430 - 9,769 Amounts reclassified from accumulated other comprehensive loss - (120) - (120) Net other comprehensive income, net of tax 9,339 310 - 9,649 Reclassification of foreign currency translation associated with noncontrolling interest acquired (16,995) - - (16,995) Balance at June 30, 2017 $ (75,551) $ 292 $ - $ (75,259) Balance at January 1, 2016 $ (70,296) $ 390 $ 84 $ (69,822) Other comprehensive income (loss) before reclassifications 6,561 (527) - 6,034 Amounts reclassified from accumulated other comprehensive loss - 118 - 118 Net other comprehensive income (loss), net of tax 6,561 (409) - 6,152 Balance at June 30, 2016 $ (63,735) $ (19) $ 84 $ (63,670) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | (11 ) Commitments and Contingencies In the ordinary course of business, the Company is subject to a broad range of claims and legal proceedings that relate to contractual allegations, product liability, tax audits, patent infringement, employment-related matters and environmental matters. The Company establishes accruals for matters which it believes that losses are probable and can be reasonably estimable. Although it is not possible to predict with certainty the outcome of these matters, the Company is of the opinion that the ultimate resolution of these matters will not have a material adverse effect on its consolidated results of operations or financial position. As a result of environmental studies performed at the Company’s former facility located in Sarasota, Florida, the Company became aware of soil and groundwater contamination at the site. The Company engaged an environmental engineering consultant to assess the level of contamination and to develop a remediation and monitoring plan for the site. Soil remediation at the site was completed during the year ended December 31, 2010. As the remedial action plan has been approved by the Florida Department of Environmental Protection, groundwater remediation began in the fourth quarter of 2015. During the three and six months ended June 30 , 2017 and 2016 , environmental remediation costs incurred were immaterial. At June 30, 2017 and December 31, 201 6 , the Company accrued a remaining undiscounted liability of $269 and $446 , respectively, related to future remediation costs. At June 30, 2017 and December 31, 201 6 , $203 and $370 , r espectively, were recorded as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets while the remaining amount was recorded as a component of other long-term liabilities. A majority of the costs associated with the recorded liability will be incurred at the start of the groundwater remediation, with the balance relating to monitoring costs to be incurred over multiple years. The recorded liability is based on assumptions in the remedial action plan. Although the Company sold the Sarasota facility and related property in December 2011, the liability to remediate the site contamination remains the responsibility of the Company. Due to the ongoing site remediation, the closing terms of the sale agreement included a requirement for the Company to maintain a $2,000 letter of credi t for the benefit of the buyer. The Company has a legal proceeding, Verde v. Stoneridge, Inc. et al ., currently pending in the United States District Court for the Eastern District of Texas, Cause No. 6:14-cv-00225- KNM. The plaintiff filed this putative class action against the Company and others on March 26, 2014. The plaintiff alleges that the Company was involved in the vertical chain of manufacture, distribution, and sale of a control device (“CD”) that was incorporated into a Dodge Ram truck purchased by Plaintiff in 2006. Plaintiff alleges that the Company breached express warranties and indemnification provisions by supplying a defective CD that was not capable of performing its intended function. The putative class consists of all Texas residents who own manual transmission Chrysler vehicles model years 1997–2007 equipped with the subject CD. Plaintiff seeks recovery of economic loss damages incurred by him and the putative class members associated with inspecting and replacing the allegedly defective CD, as well as attorneys’ fees and costs. Plaintiff filed a motion for class certification seeking to certify a class of Texas residents who own or lease certain automobiles sold by Chrysler from 1997–2007. Plaintiff alleges this putative class would include approximately 120,000 people. In the motion for class certification, the Plaintiff states that damages are no more than $1 per person. A hearing on the Plaintiff’s motion for class certification was held with the United States District Court (the “Court”) on November 16, 2015. On April 8, 2016, the Magistrate Judge granted the Company’s motion for partial summary judgment dismissing the Plaintiff’s indemnification claim; that ruling was later adopted by the Court . On November 7, 2016, the Magistrate Judge issued a Report and Recommendation Concerning Class Certification, in which she recommended denying the Plaintiff’s motion for class certification. The Plaintiff filed an objection to the Report and Recommendation concerning a motion for reconsideration concerning class certification. On May 23, 2017, the District Judge adopted the Magistrate Judge’s Report and Recommendation Concerning Class Certification, and on May 30, 2017, the Magistrate Judge denied as moot the plaintiff’s motion for reconsideration. The Plaintiff did not seek interlocutory review of the District Judge’s decision, and the case is now proceeding as a single-plaintiff case. The Company believes the likelihood of loss is not probable or reasonably estimable, and therefore no liability has been recorded for these claims at June 30 , 2017. Royal v. Stoneridge, Inc. et al. is a legal proceeding currently pending in the United States District Court for the Western District of Oklahoma, Case No. 5:14-cv-01410-F. Plaintiffs filed this putative class action against the Company, Stoneridge Control Devices, Inc., and others on December 19, 2014. Plaintiffs allege that the Company was involved in the vertical chain of manufacture, distribution, and sale of a CD that was incorporated into Dodge Ram trucks purchased by Plaintiffs between 1999 and 2006. Plaintiffs allege that the Company and Stoneridge Control Devices, Inc. breached various express and implied warranties, including the implied warranty of merchantability. Plaintiffs also seek indemnity from the Company and Stoneridge Control Devices, Inc. The putative class consists of all owners of vehicles equipped with the subject CD, which includes various Dodge Ram trucks and other manual transmission vehicles manufactured from 1997–2007, which Plaintiffs allege is more than one million vehicles. Plaintiffs seek recovery of economic loss damages associated with inspecting and replacing the allegedly defective CD, diminished value of the subject CDs and the trucks in which they were installed, and attorneys’ fees and costs. The amount of compensatory or other damages sought by Plaintiffs and the putative class members is unknown. On January 12, 2016, the United States District Court granted in part , the Company’s and Stoneridge Control Devices, Inc.’s motions to dismiss, and dismissed four of the Plaintiffs’ five claims against the Company and Stoneridge Control Devices, Inc. Plaintiffs filed a motion for reconsideration of the United States District Court’s ruling, which was denied. The Company is vigorously defending itself against the Plaintiffs’ allegations, and has and will continue to challenge the claims as well as class action certification. The class certification hearing is scheduled for August 7, 2017. The Company believes the likelihood of loss is not probable or reasonably estimable, and therefore no liability has been recorded for these claims at June 30 , 2017 . On May 24, 2013, the State Revenue Services of São Paulo issued a tax deficiency notice against PST claiming that the vehicle tracking and monitoring services it provides should be classified as communication services, and therefore subject to the State Value Added Tax – ICMS. The State Revenue Services assessment imposed the 25.0% ICMS tax on all revenues of PST related to the vehicle tracking and monitoring services rendered during the period from January 2009 through December 2010. The Brazilian real (“R$”) and U.S. dollar equivalent (“$”) of the aggregate tax assessment is approximately R$92,500 ( $28,000 ) which is comprised of Value Added Tax – ICMS of R$13,200 ( $4,000 ) interest of R$11,400 ( $3,500 ) and penalties of R$67,900 ( $20,500 ) . The Company believes that the vehicle tracking and monitoring services are non-communication services, as defined under Brazilian tax law, subject to the municipal ISS tax, not communication services subject to state ICMS tax as claimed by the State Revenue Services of São Paulo. PST has, and will continue to collect the municipal ISS tax on the vehicle tracking and monitoring services in compliance with Brazilian tax law and will defend its tax position. PST has received a legal opinion that the merits of the case are favorable to PST, determining among other things that the imposition on the subsidiary of the State ICMS by the State Revenue Services of São Paulo is not in accordance with the Brazilian tax code. Management believes, based on the legal opinion of the Company’s Brazilian legal counsel and the results of the Brazil Administrative Court's ruling in favor of another vehicle tracking and monitoring company related to the tax deficiency notice it received, the likelihood of loss is not probable although it may take years to resolve. As a result of the above, as of June 30, 2017 and December 31, 201 6 , no accrual has been recorded with respect to the tax assessment. An unfavorable judgment on this issue for the years assessed and for subsequent years could result in significant costs to PST and adversely affect its results of operations. There have been no significant changes to the facts and circumstances related to this notice for the three months ended June 30, 2017 . In addition, PST has civil, labor and other tax contingencies for which the likelihood of loss is deemed to be reasonably possible, but not probable, by the Company’s legal advisors in Brazil. As a result, no provision has been recorded with respect to these contingencies, which amounted to R$45,600 ( $13,800 ) and R$31,800 ( $9,800 ) at June 30, 2017 and December 31, 201 6 , respectively. An unfavorable outcome on these contingencies could result in significant cost to PST and adversely affect its results of operations. Product Warranty and Recall Amounts accrued for product warranty and recall claims are established based on the Company's best estimate of the amounts necessary to settle existing and future claims on products sold as of the balance sheet dates. These accruals are based on several factors including past experience, production changes, industry developments and various other considerations including insurance coverage. The Company can provide no assurances that it will not experience material claims or that it will not incur significant costs to defend or settle such claims beyond the amounts accrued or beyond what the Company may recover from its suppliers. The current portion of product warranty and recall is included as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets. Product warranty and recall included $3,303 and $2,617 of a long-term liability at June 30, 2017 and December 31, 201 6 , respectively, which is included as a component of other long-term liabilities in the condensed consolidated balance sheets. The following provides a reconciliation of changes in product warranty and recall liability: Six months ended June 30 2017 2016 Product warranty and recall at beginning of period $ 9,344 $ 6,419 Accruals for products shipped during period 3,288 1,835 Assumed warranty liability related to Orlaco 1,462 - Aggregate changes in pre-existing liabilities due to claim developments 1,248 (145) Settlements made during the period (6,804) (948) Product warranty and recall at end of period $ 8,538 $ 7,161 |
Business Realignment and Corpor
Business Realignment and Corporate Headquarter Relocation | 6 Months Ended |
Jun. 30, 2017 | |
Business Realignment and Corporate Headquarter Relocation [Abstract] | |
Business Realignment and Corporate Headquarter Relocation | (1 2 ) Business Realignment and Corporate Headquarter Re location Business Realignment The Company regularly evaluates the performance of its businesses and cost structures, including personnel, and makes necessary changes thereto in order to optimize its results. The Company also evaluates the required skill sets of its personnel and periodically makes strategic changes. As a consequence of these actions, the Company incurs severance related costs which are referred to as business realignment charges. Business realignment charges by reportable segment were as follows: Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 Electronics (A) $ 56 $ - $ 56 $ 1,180 PST (B) 267 309 438 1,031 Total business realignment charges $ 323 $ 309 $ 494 $ 2,211 (A) Severance costs for the three and six months ended June 30 , 2017 related to cost of goods sold (“COGS”) were $56 . There were no s everance costs f or the three months ended June 30, 2016. Severance costs for the six months ended June 30, 2016 related to selling, general and administrative (“SG&A”) and design and development (“D&D”) were $196 and $984 , respectively. (B) Severance costs for the three months ended June 30 , 2017 related to COGS and SG&A were $248 and $19 , respectively. Severance costs for the three months ended June 30, 2016 related to COGS, SG&A and D&D were $108 , $160 and $41 , respectively. Severance costs for the six months ended June 30 , 2017 related to COGS and SG&A were $338 and $100 , respectively. Severance costs for the six months ended June 30, 2016 related to COGS, SG&A and D&D were $287 , $628 and $116 , respectively. Business realignment charges classified by statement of operations line item were as follows: Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 Cost of goods sold $ 304 $ 108 $ 394 $ 287 Selling, general and administrative 19 160 100 824 Design and development - 41 - 1,100 Total business realignment charges $ 323 $ 309 $ 494 $ 2,211 Corporate Headquarter Relocation In March 2016 , the Company announced the relocation of its corporate headquarters from Warren, Ohio to Novi, Michigan. As a result, the Company incurred relocation costs of $272 for the three and six months ended June 2016 which were recorded within SG&A expenses in the condensed consolidated statements of o perations. In connection with the headquarter relocation, t he Company was approved for a Michigan Business Development Program grant of up to $1,400 based upon the number of new jobs created in Michigan through 2021 . As a result of the attainment of the first milestone , grant income of $33 8 was recognized for the three and six months ended June 30, 2 017 within SG&A expense in the c onden sed consolidated statements of o perations. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | (13 ) Income Taxes The Company computes its consolidated income tax provision each quarter based on a projected annual effective tax rate, as required. The Company is required to reduce deferred tax assets by a valuation allowance if, based on all available evidence, it is considered more likely than not that some portion or all of the benefit of the deferred tax assets will not be realized in future periods. The Company also records the income tax impact of certain discrete, unusual or infrequently occurring items including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. When a company maintains a valuation allowance in a particular jurisdiction, no net income tax expense (benefit) will typically be provided on income (loss) for that jurisdiction on an annual basis. Jurisdictions with projected income that maintain a valuation allowance typically will form part of the projected annual effective tax rate calculation discussed above. However, jurisdictions with a projected loss for the year that maintain a valuation allowance are excluded from the projected annual effective income tax rate calculation. Instead, the income tax expense (benefit) for these jurisdictions is computed separately. The actual year to date income tax expense (benefit) is the product of the most current projected annual effective income tax rate and the actual year to date pre-tax income (loss) adjusted for any discrete tax items. The income tax expense (benefit) for a particular quarter, except for the first quarter, is the difference between the year to date calculation of income tax expense (benefit) and the year to date calculation for the prior quarter. Therefore, the actual effective income tax rate during a particular quarter can vary significantly based upon the jurisdictional mix and timing of actual earnings compared to projected annual earnings, permanent items, earnings for those jurisdictions that maintain a valuation allowance, tax associated with jurisdictions excluded from the projected annual effective income tax rate calculation and discrete items. The Company recognized income tax expense of $ 5,189 and 1,350 for federal, state and foreign income taxes for the three months ended June 30, 2017 and 2016, respectively. The increase in income tax expense for the three months ended June 30, 2017 compared to the same period for 2016 was primarily related to the release of the U.S. federal, certain state and foreign valuation allowances in the fourth quarter of 2016 that were previously recorded against certain deferred tax assets . T he effective tax rate increased to 36.8% in the second quarter of 2017 from 10.9% in the second quarter of 2016 primarily due the continued strong performance of the U.S. operations, which due to a full valuation allowance positively impacted the effective tax rate in 2016, as well as the impact in the second quarter of 2017 of the non-deductible fair value adjustment to earn-out consideration related to the Orlaco acquisition. The Company recognized income tax expense of $9,760 and $2,195 from continuing operations for federal, state and foreign income taxes for the six months ended June 30, 2017 and 2016, respectively. The increase in tax expense for the six months ended June 30, 2017 compared to the same period for 2016 was primarily due to the release of the U.S. federal, certain state and foreign valuation allowances in the fourth quarter of 2016 that were previously recorded against certain deferred tax assets. The effective tax increased to 35.0% in the first half of 2017 from 11.4% in the first half of 2016 primarily due to the continued strong performance of the U.S. operations, which due to a full valuation allowance, favorably impacted the effective tax rate in 2016, as well as the impact in the first half of 2017 of the non-deductible fair value adjustment to earn-out consideration related to the Orlaco acquisition. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | (1 4 ) Segment Reporting Operating segments are defined as components of an enterprise that are evaluated regularly by the Company's chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company's chief operating decision maker is the chief executive officer. The Company has three reportable segments , Control Devic es, Electronics, and PST , which also represent its operating segments. The Control Devices reportable segment produces sensors, switches, valves and actuators. The Electronics reportable segment produces electronic instrument clusters, electronic control units and driver information systems and includes the recently acquired Orlaco business which designs and manufactures a variety of camera-based vision systems, monitors and related products using its vision processing technology. The PST reportable segment designs and manufactures electronic vehicle security alarms, convenience accessories, vehicle tracking devices and monitoring services and in-vehicle audio and video devices. The accounting policies of the Company's reportable segments are the same as those described in Note 2, “Summary of Significant Accounting Policies” of the Company's 2016 Form 10-K. The Company's management evaluates the performance of its reportable segments based primarily on revenues from external customers and operating income . Inter-segment sales are accounted for on terms similar to those to third parties and are eliminated upon consolidation. The financial information presented below is for our three reportable operating segments and includes adjustments for unallocated corporate costs and intercompany eliminations, where applicable. Such costs and eliminations do not meet the requirements for being classified as an operating segment. Corporate costs include various support functions, such as information technology, corporate finance, legal, executive administration and human resources. A summary of financial information by reportable segment is as follows: Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 Net Sales: Control Devices $ 114,001 $ 108,889 $ 232,874 $ 201,257 Inter-segment sales 1,368 485 2,151 1,018 Control Devices net sales 115,369 109,374 235,025 202,275 Electronics 71,610 57,761 135,415 110,397 Inter-segment sales 10,223 8,184 21,579 15,211 Electronics net sales 81,833 65,945 156,994 125,608 PST 23,500 20,253 45,133 37,865 Inter-segment sales - - - - PST net sales 23,500 20,253 45,133 37,865 Eliminations (11,591) (8,669) (23,730) (16,229) Total net sales $ 209,111 $ 186,903 $ 413,422 $ 349,519 Operating Income (Loss): Control Devices $ 19,924 $ 18,297 $ 39,008 $ 31,814 Electronics 2,814 4,495 8,371 8,315 PST 1,123 (1,091) 1,702 (4,208) Unallocated Corporate (A) (8,185) (8,075) (18,241) (13,789) Total operating income $ 15,676 $ 13,626 $ 30,840 $ 22,132 Depreciation and Amortization: Control Devices $ 2,687 $ 2,475 $ 5,386 $ 4,784 Electronics 2,241 1,040 3,811 2,080 PST 2,096 2,231 4,184 4,081 Unallocated Corporate 96 124 195 194 Total depreciation and amortization (B) $ 7,120 $ 5,870 $ 13,576 $ 11,139 Interest Expense, net: Control Devices $ 11 $ 55 $ 65 $ 116 Electronics 6 124 44 163 PST 532 1,002 1,104 1,752 Unallocated Corporate 969 659 1,715 1,323 Total interest expense, net $ 1,518 $ 1,840 $ 2,928 $ 3,354 Capital Expenditures: Control Devices $ 4,347 $ 3,304 $ 7,795 $ 6,031 Electronics 1,684 854 4,034 3,985 PST 1,041 1,022 1,925 1,876 Unallocated Corporate (C) 830 9 1,413 114 Total capital expenditures $ 7,902 $ 5,189 $ 15,167 $ 12,006 June 30, December 31, 2017 2016 Total Assets: Control Devices $ 157,853 $ 150,623 Electronics 234,363 99,964 PST 105,284 107,405 Corporate (C) 359,494 287,031 Eliminations (336,001) (250,494) Total assets $ 520,993 $ 394,529 (A) Unallocated Corporate expenses include, among other items, finance, legal, human resources and information technology costs and share-based compensation. (B) These amounts represent depreciation and amortization on property, plant and equipment and certain intangible assets. (C) Assets located at Corporate consist primarily of cash, intercompany loan receivables, fixed assets for the corporate headquarter building, equity investments and investments in subsidiaries. The following tables present net sales and long-term assets for each of the geographic areas in which the Company operates: Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 Net Sales: North America $ 121,487 $ 114,250 $ 244,873 $ 213,369 South America 23,500 20,253 45,133 37,865 Europe and Other 64,124 52,400 123,416 98,285 Total net sales $ 209,111 $ 186,903 $ 413,422 $ 349,519 June 30, December 31, 2017 2016 Long-term Assets: North America $ 74,594 $ 73,835 South America 61,015 63,497 Europe and Other 99,202 16,304 Total long-term assets $ 234,811 $ 153,636 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2017 | |
Investments [Abstract] | |
Investments | (1 5 ) Investments Minda Stoneridge Instruments Ltd. The Company has a 49% interest in Minda Stoneridge Instruments Ltd. (“Minda”) , a company based in India that manufactures electronics, instrumentation equipment and sensors primarily for the motorcycle and commercial vehicle market s . The investment is accounted for under the equity method of accounting. The Company's investment in Minda , recorded as a component of investments and other long-term assets, net on the condensed consolidated balance sheets, was $9,108 and $7,952 at June 30, 2017 and December 31, 201 6 , respectively. Equity in earnings of Minda included in the condensed consolidated statements of operations was $555 and $153 , for the three months ended June 30, 2017 and 2016 , respectively. Equity in earnings of Minda included in the condensed consolidated statements of operations was $735 and $296 , for the six months ended June 30, 2017 and 2016 , respectively. PST Eletrônica Ltda. The Company had a 74% controlling interest in PST from December 31, 2011 through May 15, 2017 . On May 16, 2017, the Company acquired the 26% noncontrolling interest in PST for $1,500 in cash along with earn-out consideration. The Company will be required to pay additional earn-out consideration, which is not capped, based on PST’s financial performance in either 2020 or 2021. The fair value of the earn-out consideration of $10,400 was based on discounted cash flows utilizing forecasted EBITDA in 2020 and 2021. The transaction was accounted for as an equity transaction, and therefore no gain or loss was recognized in the statement of operations or comprehensive income. The noncontrolling interest balance on the May 16, 2017 acquisition date was $14,458 , of which $31,453 and $(16,995) was related to the carrying value of the investment and foreign currency translation, respectively, and accordingly these amounts were reclassified to Additional Paid-in Capital and Accumulated Other Comprehensive Loss, respectively. Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 Noncontrolling interest at beginning of period $ 14,489 $ 13,370 $ 13,762 $ 13,310 Net loss (100) (576) (130) (1,706) Foreign currency translation 69 1,377 826 2,567 Comprehensive income (loss) (31) 801 696 861 Acquisition of noncontrolling interest (14,458) - (14,458) - Noncontrolling interest at end of period $ - $ 14,171 $ - $ 14,171 PST has dividends payable to former noncontrolling interest holders of $20,451 Brazilian real ( $6,185 ) at June 30, 2017, which includes the dividend declared on May 1 6, 2017 of $9,610 Brazilian real ( $3,0 92 ). The dividend is payable on or before January 1, 2020, and is subject to monetary correction based on the Brazilian consumer price inflation index. |
Acquisition of Orlaco (Tables)
Acquisition of Orlaco (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Acquisition of Orlaco [Abstract] | |
Schedule of Total Consideration Transferred | The acquisition date fair value of the total consideration transferred consisted of the following: Cash $ 79,675 Fair value of earn-out consideration and other adjustments 4,208 Total purchase price $ 83,883 |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (including measurement period adjustments). The purchase price and associated allocation is preliminary pending completion of the valuation of acquired inventory, property, plant and equipment, intangible assets and deferred income taxes and may be subsequently adjusted to reflect final valuation results and purchase price adjustments. Based upon information obtained, certain of the fair value amounts previously estimated were adjusted during the measurement period. These measurement period adjustments related to updated valuation reports and appraisals received from our external valuation specialists, as well as revisions to internal estimates. The changes in estimates recorded at June 30, 2017 include an increase in inventory of $265 ; an increase in intangible assets of $113 ; an increase in accrued liabilities of $29 ; a decrease in accounts receivable of $201 and a decrease in earn-out consideration of $1,007 . The measurement period and working capital adjustments resulted in a decrease to goodwill $1,411 . At January 31, 2017 Cash $ 2,165 Accounts receivable 7,929 Inventory 9,409 Prepaid and other current assets 298 Property, plant and equipment 6,668 Identifiable intangible assets 38,739 Other long-term assets 690 Total identifiable assets acquired 65,898 Accounts payable 3,020 Other current liabilities 834 Deferred tax liabilities 9,994 Warranty liability 1,462 Total liabilities assumed 15,310 Net identifiable assets acquired 50,588 Goodwill 33,295 Net assets acquired $ 83,883 |
Pro Forma Results of Operations | The following unaudited pro forma information reflects the Company’s condensed consolidated results of operations as if the acquisition had taken place on January 1, 2016. The unaudited pro forma information is not necessarily indicative of the results of operations that the Company would have reported had the transaction actually occurred at the beginning of these periods, nor is it necessarily indicative of future results. Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 Net sales $ 209,111 $ 201,397 $ 418,452 $ 378,892 Net income attributable to Stoneridge, Inc. and subsidiaries $ 9,019 $ 12,889 $ 18,326 $ 21,789 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventories [Abstract] | |
Schedule of Inventory, Current | Inventory cost includes material, labor and overhead. Inventories consisted of the following: June 30, December 31, 2017 2016 Raw materials $ 44,926 $ 35,665 Work-in-progress 8,559 7,483 Finished goods 23,512 16,969 Total inventories, net $ 76,997 $ 60,117 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangibles [Abstract] | |
Schedule of Intangibles | Intangibles Acquisition Accumulated As of June 30, 2017 cost amortization Net Customer lists $ 56,239 $ (10,737) $ 45,502 Tradenames 23,302 (5,059) 18,243 Technology 17,139 (4,202) 12,937 Other 41 (41) - Total $ 96,721 $ (20,039) $ 76,682 Acquisition Accumulated As of December 31, 2016 cost amortization Net Customer lists $ 27,476 $ (9,138) $ 18,338 Tradenames 18,116 (4,558) 13,558 Technology 10,862 (3,498) 7,364 Other 41 (41) - Total $ 56,495 $ (17,235) $ 39,260 |
Financial Instruments and Fai26
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Financial Instruments and Fair Value Measurements [Abstract] | |
Notional Amounts and Fair Values of Derivative Instruments in the Consolidated Balance | The notional amounts and fair values of derivative instruments in the condensed consolidated balance sheets were as follows: Prepaid expenses Accrued expenses and Notional amounts (A) and other current assets other current liabilities June 30, December 31, June 30, December 31, June 30, December 31, 2017 2016 2017 2016 2017 2016 Derivatives designated as hedging instruments: Cash flow hedges: Forward currency contracts $2,815 $5,699 $449 $0 $0 $28 Derivatives not designated as hedging instruments: Forward currency contracts $1,187 $1,601 $0 $0 $1 $3 (A) Notional amounts represent the gross contract in U.S. dollars of the derivatives outstanding. |
Amounts Recorded for the Cash Flow Hedges in Other Comprehensive Income (Loss) in Shareholders' Equity and in Net Income | Gross amounts recorded for the cash flow hedges in other comprehensive income and in net income for the three months ended June 30 are as follows: Gain (loss) reclassified from Gain (loss) recorded in other other comprehensive income comprehensive income into net income 2017 2016 2017 2016 Derivatives designated as cash flow hedges: Forward currency contracts $ 145 $ (33) $ 155 $ (74) Gross amounts recorded for the cash flow hedges in other comprehensive income and in net income for the six months ended June 30 are as follows: Gain (loss) reclassified from Gain (loss) recorded in other other comprehensive income comprehensive income into net income 2017 2016 2017 2016 Derivatives designated as cash flow hedges: Forward currency contracts $ 661 $ (527) $ 184 $ (118) |
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the three levels of the fair value hierarchy based on the reliability of inputs used. |
Summary of the Change in Fair Value of the Level 3 Financial Liabilities Related to Contingent Consideration | June 30, 2017 December 31, 2016 Fair values estimated using Level 1 Level 2 Level 3 Fair value inputs inputs inputs Fair value Financial assets carried at fair value: Forward currency contracts $ 449 $ - $ 449 $ - $ - Total financial assets carried at fair value $ 449 $ - $ 449 $ - $ - Financial liabilities carried at fair value: Forward currency contracts $ 1 $ - $ 1 $ - $ 31 Earn-out consideration 15,577 - - 15,577 - Total financial liabilities carried at fair value $ 15,578 $ - $ 1 $ 15,577 $ 31 The following table sets forth a summary of the change in fair value of the Company’s Level 3 financial liabilities related to earn-out consideration that are measured at fair value on a recurring basis. Orlaco PST Total Balance at December 31, 2016 $ - $ - $ - Fair value on acquisition date 3,243 10,400 13,643 Change in fair value 2,103 244 2,347 Foreign currency adjustments 224 (637) (413) Balance at June 30, 2017 $ 5,570 $ 10,007 $ 15,577 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt [Abstract] | |
Schedule of Debt | Debt consisted of the following at June 30, 2017 and December 31, 2016: June 30, December 31, Interest rates at 2017 2016 June 30, 2017 Maturity Revolving Credit Facility Credit facility $ 132,000 $ 67,000 2.51 - 2.66% September 2021 Debt PST short-term obligations 2,094 5,097 5.44% - 8.00% 2017 - 2018 PST long-term notes 10,275 11,452 9.5% - 15.4% 2018 - 2021 Other 61 137 Total debt 12,430 16,686 Less: current portion (6,524) (8,626) Total long-term debt, net $ 5,906 $ 8,060 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted-Average Number of Shares | Weighted-average Common Shares outstanding used in calculating basic and diluted earnings per share were as follows: Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 Basic weighted-average Common Shares outstanding 28,133,432 27,790,639 28,025,805 27,733,288 Effect of dilutive shares 384,010 471,515 504,874 474,466 Diluted weighted-average Common Shares outstanding 28,517,442 28,262,154 28,530,679 28,207,754 |
Changes in Accumulated Other 29
Changes in Accumulated Other Comprehensive Loss by Component (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Changes in Accumulated Other Comprehensive Loss by Component [Abstract] | |
Changes in Accumulated Other Comprehensive Loss by Component | Changes in accumulated other comprehensive loss for the three months ended June 30 , 2017 and 2016 were as follows: Foreign Unrealized Benefit currency gain (loss) plan translation on derivatives liability Total Balance at April 1, 2017 $ (64,832) $ 299 $ - $ (64,533) Other comprehensive income before reclassifications 6,276 94 - 6,370 Amounts reclassified from accumulated other comprehensive loss - (101) - (101) Net other comprehensive income (loss), net of tax 6,276 (7) - 6,269 Reclassification of foreign currency translation associated with noncontrolling interest acquired (16,995) - - (16,995) Balance at June 30, 2017 $ (75,551) $ 292 $ - $ (75,259) Balance at April 1, 2016 $ (65,568) $ (60) $ 84 $ (65,544) Other comprehensive income (loss) before reclassifications 1,833 (33) - 1,800 Amounts reclassified from accumulated other comprehensive loss - 74 - 74 Net other comprehensive income, net of tax 1,833 41 - 1,874 Balance at June 30, 2016 $ (63,735) $ (19) $ 84 $ (63,670) Changes in accumulated other comprehensive loss for the six months ended June 30 , 2017 and 2016 were as follows: Foreign Unrealized Benefit currency gain (loss) plan translation on derivatives liability Total Balance at January 1, 2017 $ (67,895) $ (18) $ - $ (67,913) Other comprehensive income before reclassifications 9,339 430 - 9,769 Amounts reclassified from accumulated other comprehensive loss - (120) - (120) Net other comprehensive income, net of tax 9,339 310 - 9,649 Reclassification of foreign currency translation associated with noncontrolling interest acquired (16,995) - - (16,995) Balance at June 30, 2017 $ (75,551) $ 292 $ - $ (75,259) Balance at January 1, 2016 $ (70,296) $ 390 $ 84 $ (69,822) Other comprehensive income (loss) before reclassifications 6,561 (527) - 6,034 Amounts reclassified from accumulated other comprehensive loss - 118 - 118 Net other comprehensive income (loss), net of tax 6,561 (409) - 6,152 Balance at June 30, 2016 $ (63,735) $ (19) $ 84 $ (63,670) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Schedule of Product Warranty and Recall Liability | The following provides a reconciliation of changes in product warranty and recall liability: Six months ended June 30 2017 2016 Product warranty and recall at beginning of period $ 9,344 $ 6,419 Accruals for products shipped during period 3,288 1,835 Assumed warranty liability related to Orlaco 1,462 - Aggregate changes in pre-existing liabilities due to claim developments 1,248 (145) Settlements made during the period (6,804) (948) Product warranty and recall at end of period $ 8,538 $ 7,161 |
Business Realignment and Corp31
Business Realignment and Corporate Headquarter Relocation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Realignment and Corporate Headquarter Relocation [Abstract] | |
Schedule of Restructuring and Related Costs | Business realignment charges by reportable segment were as follows: Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 Electronics (A) $ 56 $ - $ 56 $ 1,180 PST (B) 267 309 438 1,031 Total business realignment charges $ 323 $ 309 $ 494 $ 2,211 (A) Severance costs for the three and six months ended June 30 , 2017 related to cost of goods sold (“COGS”) were $56 . There were no s everance costs f or the three months ended June 30, 2016. Severance costs for the six months ended June 30, 2016 related to selling, general and administrative (“SG&A”) and design and development (“D&D”) were $196 and $984 , respectively. (B) Severance costs for the three months ended June 30 , 2017 related to COGS and SG&A were $248 and $19 , respectively. Severance costs for the three months ended June 30, 2016 related to COGS, SG&A and D&D were $108 , $160 and $41 , respectively. Severance costs for the six months ended June 30 , 2017 related to COGS and SG&A were $338 and $100 , respectively. Severance costs for the six months ended June 30, 2016 related to COGS, SG&A and D&D were $287 , $628 and $116 , respectively. |
Schedule of Business Realignment Charges Classified by Statement of Operations | Business realignment charges classified by statement of operations line item were as follows: Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 Cost of goods sold $ 304 $ 108 $ 394 $ 287 Selling, general and administrative 19 160 100 824 Design and development - 41 - 1,100 Total business realignment charges $ 323 $ 309 $ 494 $ 2,211 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | A summary of financial information by reportable segment is as follows: Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 Net Sales: Control Devices $ 114,001 $ 108,889 $ 232,874 $ 201,257 Inter-segment sales 1,368 485 2,151 1,018 Control Devices net sales 115,369 109,374 235,025 202,275 Electronics 71,610 57,761 135,415 110,397 Inter-segment sales 10,223 8,184 21,579 15,211 Electronics net sales 81,833 65,945 156,994 125,608 PST 23,500 20,253 45,133 37,865 Inter-segment sales - - - - PST net sales 23,500 20,253 45,133 37,865 Eliminations (11,591) (8,669) (23,730) (16,229) Total net sales $ 209,111 $ 186,903 $ 413,422 $ 349,519 Operating Income (Loss): Control Devices $ 19,924 $ 18,297 $ 39,008 $ 31,814 Electronics 2,814 4,495 8,371 8,315 PST 1,123 (1,091) 1,702 (4,208) Unallocated Corporate (A) (8,185) (8,075) (18,241) (13,789) Total operating income $ 15,676 $ 13,626 $ 30,840 $ 22,132 Depreciation and Amortization: Control Devices $ 2,687 $ 2,475 $ 5,386 $ 4,784 Electronics 2,241 1,040 3,811 2,080 PST 2,096 2,231 4,184 4,081 Unallocated Corporate 96 124 195 194 Total depreciation and amortization (B) $ 7,120 $ 5,870 $ 13,576 $ 11,139 Interest Expense, net: Control Devices $ 11 $ 55 $ 65 $ 116 Electronics 6 124 44 163 PST 532 1,002 1,104 1,752 Unallocated Corporate 969 659 1,715 1,323 Total interest expense, net $ 1,518 $ 1,840 $ 2,928 $ 3,354 Capital Expenditures: Control Devices $ 4,347 $ 3,304 $ 7,795 $ 6,031 Electronics 1,684 854 4,034 3,985 PST 1,041 1,022 1,925 1,876 Unallocated Corporate (C) 830 9 1,413 114 Total capital expenditures $ 7,902 $ 5,189 $ 15,167 $ 12,006 June 30, December 31, 2017 2016 Total Assets: Control Devices $ 157,853 $ 150,623 Electronics 234,363 99,964 PST 105,284 107,405 Corporate (C) 359,494 287,031 Eliminations (336,001) (250,494) Total assets $ 520,993 $ 394,529 (A) Unallocated Corporate expenses include, among other items, finance, legal, human resources and information technology costs and share-based compensation. (B) These amounts represent depreciation and amortization on property, plant and equipment and certain intangible assets. (C) Assets located at Corporate consist primarily of cash, intercompany loan receivables, fixed assets for the corporate headquarter building, equity investments and investments in subsidiaries. |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following tables present net sales and long-term assets for each of the geographic areas in which the Company operates: Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 Net Sales: North America $ 121,487 $ 114,250 $ 244,873 $ 213,369 South America 23,500 20,253 45,133 37,865 Europe and Other 64,124 52,400 123,416 98,285 Total net sales $ 209,111 $ 186,903 $ 413,422 $ 349,519 June 30, December 31, 2017 2016 Long-term Assets: North America $ 74,594 $ 73,835 South America 61,015 63,497 Europe and Other 99,202 16,304 Total long-term assets $ 234,811 $ 153,636 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Investments [Abstract] | |
Schedule of Noncontrolling Interest | Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 Noncontrolling interest at beginning of period $ 14,489 $ 13,370 $ 13,762 $ 13,310 Net loss (100) (576) (130) (1,706) Foreign currency translation 69 1,377 826 2,567 Comprehensive income (loss) (31) 801 696 861 Acquisition of noncontrolling interest (14,458) - (14,458) - Noncontrolling interest at end of period $ - $ 14,171 $ - $ 14,171 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) - PST Eletronicaltda [Member] | May 15, 2017 | Dec. 31, 2011 | Apr. 30, 2017 | Dec. 31, 2016 | May 15, 2017 | May 16, 2017 |
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage ownership in consolidated subsidiary | 74.00% | 74.00% | 74.00% | 74.00% | 74.00% | |
Percentage of additional noncontrolling interest acquired | 26.00% |
Recently Issued Accounting St35
Recently Issued Accounting Standards (Narrative) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Recently Issued Accounting Standards [Abstract] | |
Cumulative effect of the accounting change for unrecognzized tax benefits | $ 1,729 |
Acquisition of Orlaco (Narrativ
Acquisition of Orlaco (Narrative) (Details) € in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2017EUR (€) | Jan. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jan. 31, 2017USD ($) | |
Business Acquisition [Line Items] | |||||||
Cost of goods sold | $ 145,697 | $ 134,152 | $ 288,857 | $ 251,607 | |||
Orlaco [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition agreement date | Jan. 31, 2017 | ||||||
Total cash paid at closing | € 74,939 | $ 79,675 | |||||
Cash paid to seller at closing | 67,439 | $ 71,701 | |||||
Aquisition payment held in escrow to secure payment for working capital and other adustments | 7,500 | 7,974 | |||||
Increase in inventory | $ 265 | ||||||
Increase in intangible assets | 113 | ||||||
Increase in accrued liabilities | 29 | ||||||
Increase (decrease) in accounts receivable | (201) | ||||||
Increase (decrease) in earn-out consideration | (1,007) | ||||||
Intangible assets aquired | 38,739 | ||||||
Deferred tax liabilities acquired | 9,994 | ||||||
Increase (decrease) in goodwill | (1,411) | ||||||
Acquisition related costs | 41 | 1,259 | |||||
Post-acquisition sales | 17,313 | 28,454 | |||||
Post-acquisition net income (loss) | (547) | 45 | |||||
Expense related to fair value adjustment for earn-out consideration | 2,103 | 2,103 | |||||
Orlaco [Member] | Scenario, Previously Reported [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Estimated fair value of earn-out consideration | 4,102 | ||||||
Orlaco [Member] | Earnout Consideration [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Maximum additional earnout consideration | € | € 7,500 | ||||||
Estimated fair value of earn-out consideration | 3,243 | ||||||
Orlaco [Member] | Fair Value Adjustment to Inventory [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Expense related to inventory fair value step up | $ 657 | $ 1,636 | |||||
Customer Lists [Member] | Orlaco [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets aquired | 27,518 | ||||||
Intangible asset useful life | 15 years | 15 years | |||||
Trademarks [Member] | Orlaco [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets aquired | 5,142 | ||||||
Intangible asset useful life | 20 years | 20 years | |||||
Technology [Member] | Orlaco [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets aquired | $ 6,079 | ||||||
Intangible asset useful life | 7 years | 7 years |
Acquisition of Orlaco (Schedule
Acquisition of Orlaco (Schedule of Total Consideration Transferred) (Details) - 1 months ended Jan. 31, 2017 - Orlaco [Member] € in Thousands, $ in Thousands | EUR (€) | USD ($) |
Business Acquisition [Line Items] | ||
Cash paid at closing | € 74,939 | $ 79,675 |
Fair value of earn-out liability and other adjustments | 4,208 | |
Total fair value | $ 83,883 |
Acquisition of Orlaco (Schedu38
Acquisition of Orlaco (Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Jan. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 36,241 | $ 931 | |
Orlaco [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 2,165 | ||
Accounts receivable | 7,929 | ||
Inventory | 9,409 | ||
Prepaids and other current assets | 298 | ||
Property, plant and equipment | 6,668 | ||
Identifiable intangible assets | 38,739 | ||
Other long-term assets | 690 | ||
Total identifiable assets acquired | 65,898 | ||
Accounts payable | 3,020 | ||
Other current liabilities | 834 | ||
Deferred tax liabilities | 9,994 | ||
Warranty liabilitity | 1,462 | ||
Total liabilities assumed | 15,310 | ||
Net identifiable assets acquired | 50,588 | ||
Goodwill | 33,295 | ||
Net assets acquired | $ 83,883 |
Acquisition of Orlaco (Pro Form
Acquisition of Orlaco (Pro Forma Results of Operations) (Details) - Orlaco [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 209,111 | $ 201,397 | $ 418,452 | $ 378,892 |
Net income attributable to Stoneridge, Inc. and subsidiaries | $ 9,019 | $ 12,889 | $ 18,326 | $ 21,789 |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Inventories [Abstract] | ||
Inventory amount, FIFO | $ 53,731 | $ 37,765 |
Inventory amount, weighted average cost | $ 23,266 | $ 22,352 |
Inventories (Schedule of Invent
Inventories (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Inventories [Abstract] | ||
Raw materials | $ 44,926 | $ 35,665 |
Work-in-progress | 8,559 | 7,483 |
Finished goods | 23,512 | 16,969 |
Total inventories, net | $ 76,997 | $ 60,117 |
Goodwill and Intangibles (Narra
Goodwill and Intangibles (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Goodwill | $ 36,241 | $ 36,241 | $ 931 | ||
Amortization expense | 1,646 | $ 807 | 3,039 | $ 1,533 | |
Amortization expense 2017 | 6,200 | 6,200 | |||
Amortization expense 2018 | 6,300 | 6,300 | |||
Amortization expense 2019 | 6,300 | 6,300 | |||
Amortization expense 2020 | 6,300 | 6,300 | |||
Amortization expense 2021 | 6,300 | 6,300 | |||
Electronics [Member] | |||||
Goodwill | $ 36,241 | $ 36,241 | $ 931 |
Goodwill and Intangibles (Sched
Goodwill and Intangibles (Schedule of Intangibles) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Acquisition cost | $ 96,721 | $ 96,721 | $ 56,495 | ||
Accumulated amortization | (20,039) | (20,039) | (17,235) | ||
Net | 76,682 | 76,682 | 39,260 | ||
Amortization of Intangible Assets | 1,646 | $ 807 | 3,039 | $ 1,533 | |
Finite-Lived Intangible Assets, Net | 76,682 | 76,682 | 39,260 | ||
Customer Lists [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquisition cost | 56,239 | 56,239 | 27,476 | ||
Accumulated amortization | (10,737) | (10,737) | (9,138) | ||
Net | 45,502 | 45,502 | 18,338 | ||
Finite-Lived Intangible Assets, Net | 45,502 | 45,502 | 18,338 | ||
Tradenames [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquisition cost | 23,302 | 23,302 | 18,116 | ||
Accumulated amortization | (5,059) | (5,059) | (4,558) | ||
Net | 18,243 | 18,243 | 13,558 | ||
Finite-Lived Intangible Assets, Net | 18,243 | 18,243 | 13,558 | ||
Technology [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquisition cost | 17,139 | 17,139 | 10,862 | ||
Accumulated amortization | (4,202) | (4,202) | (3,498) | ||
Net | 12,937 | 12,937 | 7,364 | ||
Finite-Lived Intangible Assets, Net | 12,937 | 12,937 | 7,364 | ||
Other [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquisition cost | 41 | 41 | 41 | ||
Accumulated amortization | $ (41) | $ (41) | $ (41) |
Financial Instruments and Fai44
Financial Instruments and Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Forward currency asset contracts | $ 449 | $ 449 | ||||
Forward currency liabilities contracts | 1 | 1 | $ 31 | |||
Earn-out liability | 15,577 | 15,577 | ||||
Transfers in or out of Level 3 | 0 | |||||
Euro-Denominated Foreign Currency Forward Contracts [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Gain (loss) on derivative instruments held for trading purposes, net | (108) | $ 43 | (128) | $ (39) | ||
Cash Flow Hedging [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
(Gain) loss from cash flow hedge derivatives to be reclassified | (449) | (449) | ||||
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Forward Currency Contracts [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Notional amounts | 2,815 | 2,815 | 5,699 | [1] | ||
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Mexican Peso-Denominated Foreign Currency Forward Contracts [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Notional amounts | 2,815 | 2,815 | 5,699 | |||
Not Designated as Hedging Instrument [Member] | Forward Currency Contracts [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Notional amounts | 1,187 | 1,187 | 1,601 | [1] | ||
Not Designated as Hedging Instrument [Member] | Euro-Denominated Foreign Currency Forward Contracts [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Notional amounts | $ 1,187 | $ 1,187 | $ 1,601 | |||
[1] | Notional amounts represent the gross contract in U.S. dollars of the derivatives outstanding. |
Financial Instruments and Fai45
Financial Instruments and Fair Value Measurements (Schedule of Derivative Instruments in Statement of Financial Position, Fair Value) (Details) - Forward Currency Contracts [Member] - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | |
Not Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Notional amounts | $ 1,187 | $ 1,601 | [1] |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Notional amounts | 2,815 | 5,699 | [1] |
Other Assets [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair value of other derivatives | 0 | 0 | |
Other Assets [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Cash flow hedges , other derivatives | 449 | 0 | |
Other Liabilities [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair value of other derivatives | (1) | (3) | |
Other Liabilities [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Cash flow hedges , other derivatives | $ 0 | $ (28) | |
[1] | Notional amounts represent the gross contract in U.S. dollars of the derivatives outstanding. |
Financial Instruments and Fai46
Financial Instruments and Fair Value Measurements (Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)) (Details) - Designated as Hedging Instrument [Member] - Forward Currency Contracts [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Derivatives designated as cash flow hedges: | ||||
Gain (loss) recorded in other comprehensive income | $ 145 | $ (33) | $ 661 | $ (527) |
Gain (loss) reclassified from other comprehensive income into net income | $ 155 | $ (74) | $ 184 | $ (118) |
Financial Instruments and Fai47
Financial Instruments and Fair Value Measurements (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Financial assets carried at fair value: | ||
Forward currency asset contracts | $ 449 | |
Total financial assets carried at fair value | 449 | |
Financial liabilities carried at fair value: | ||
Forward currency liabilities contracts | 1 | $ 31 |
Earn-out consideration | 15,577 | |
Total financial liabilities carried at fair value | 15,578 | $ 31 |
Fair Value, Inputs, Level 2 [Member] | ||
Financial assets carried at fair value: | ||
Forward currency asset contracts | 449 | |
Total financial assets carried at fair value | 449 | |
Financial liabilities carried at fair value: | ||
Forward currency liabilities contracts | 1 | |
Total financial liabilities carried at fair value | 1 | |
Fair Value, Inputs, Level 3 [Member] | ||
Financial liabilities carried at fair value: | ||
Earn-out consideration | 15,577 | |
Total financial liabilities carried at fair value | $ 15,577 |
Financial Instruments and Fai48
Financial Instruments and Fair Value Measuements (Summary of the Change in Fair Value of the Level 3 Financial Liabilities Related to Contingent Consideration) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Financial liability, Beginning balance | $ 0 |
Fair value on acquisition date | 13,643 |
Change in fair value | 2,347 |
Foreign currency adjustments | (413) |
Financial liability, Ending balance | 15,577 |
Orlaco [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Financial liability, Beginning balance | 0 |
Fair value on acquisition date | 3,243 |
Change in fair value | 2,103 |
Foreign currency adjustments | 224 |
Financial liability, Ending balance | 5,570 |
PST Eletronicaltda [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Financial liability, Beginning balance | 0 |
Fair value on acquisition date | 10,400 |
Change in fair value | 244 |
Foreign currency adjustments | (637) |
Financial liability, Ending balance | $ 10,007 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Additional stock compensation expense in connection with modification of retirement notice provisions of certain awards | $ 545 | $ 545 | ||
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,726 | $ 1,928 | $ 4,065 | $ 2,888 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) SEK in Thousands, $ in Thousands | 6 Months Ended | 11 Months Ended | ||||||||
Jun. 30, 2017SEK | Jun. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Jan. 30, 2017USD ($) | Dec. 31, 2016SEK | Dec. 31, 2016USD ($) | Aug. 12, 2016USD ($) | Sep. 12, 2014USD ($) | Oct. 04, 2010 | Nov. 02, 2007USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Borrowings outstanding | $ 132,000 | $ 67,000 | ||||||||
Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt interest rate | 9.50% | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capitalized deferred financing costs | $ 339 | |||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000 | $ 100,000 | ||||||||
Increase in maximum borrowing capacity of credit facility | $ 80,000 | |||||||||
Borrowings outstanding | $ 132,000 | 67,000 | ||||||||
Line of credit expiration date | Sep. 12, 2019 | |||||||||
Maximum leverage ratio | 300.00% | 300.00% | ||||||||
Minimum interest coverage ratio | 350.00% | 350.00% | ||||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility, commitment fee percentage | 0.35% | |||||||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility, commitment fee percentage | 0.20% | |||||||||
Asset-Based Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000 | |||||||||
Letter of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding letters of credit | $ 3,367 | 3,399 | ||||||||
Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit Facility covenant compliance | The Company was in compliance with all Credit Facility covenants at June 30, 2017 and December 31, 2016 | |||||||||
Amendment Three [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facilty amendement date | Aug. 12, 2016 | |||||||||
Length of the amended extension to the expiration date on debt | 2 years | |||||||||
Line of credit expiration date | Sep. 12, 2021 | |||||||||
Amendment Four [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capitalized deferred financing costs | $ 61 | |||||||||
PST Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes covenant compliance | PST was in compliance with all debt covenants at June 30, 2017 and December 31, 2016. | |||||||||
PST Eletronicaltda [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, weighted average interest rate | 12.80% | 12.80% | ||||||||
Short-term debt, weighted average interest rate | 6.50% | 6.50% | ||||||||
PST Eletronicaltda [Member] | Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
July 2017 through June 2018 | $ 6,474 | |||||||||
July 2018 to December 2018 | 2,174 | |||||||||
2,019 | 2,567 | |||||||||
2,020 | 602 | |||||||||
2,021 | 552 | |||||||||
Borrowing Sub-Limit for the Company's Foreign Subsidiaries [Member] | Amendment Three [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Sub-limit for foreign subsidiary borrowings | 80,000 | |||||||||
Increase in sub-limit for foreign subsidiary borrowings | 30,000 | |||||||||
Permitted Loans and Investments in Foreign Subsidiaries [Member] | Amendment Three [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Increase in permitted loans and investments in foregin subsidiaries. | $ 5,000 | |||||||||
Amount of permitted loans and investments in foregin subsidiaries | 30,000 | |||||||||
Electronics [Member] | Line of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | SEK 20,000 | 2,373 | SEK 20,000 | 2,196 | ||||||
Borrowings outstanding | $ 0 | $ 0 |
Debt (Schedule of Debt) (Detail
Debt (Schedule of Debt) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | Oct. 04, 2010 | |
Debt Instrument [Line Items] | |||
Revolving credit facility | $ 132,000 | $ 67,000 | |
Debt: | |||
Total debt | 12,430 | 16,686 | |
Less: current portion | (6,524) | (8,626) | |
Total long-term debt, net | 5,906 | 8,060 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Revolving credit facility | $ 132,000 | 67,000 | |
Debt: | |||
Debt, maturity | September 2,021 | ||
Maximum [Member] | Revolving Credit Facility [Member] | |||
Debt: | |||
Interest rate | 2.66% | ||
Minimum [Member] | Revolving Credit Facility [Member] | |||
Debt: | |||
Interest rate | 2.51% | ||
Senior Notes [Member] | |||
Debt: | |||
Debt interest rate | 9.50% | ||
PST Short-Term Notes [Member] | |||
Debt Instrument [Line Items] | |||
Short-term debt [Member] | $ 2,094 | 5,097 | |
Debt: | |||
Debt maturity period range start | 2,017 | ||
Debt maturity period range end | 2,018 | ||
PST Short-Term Notes [Member] | Maximum [Member] | |||
Debt: | |||
Interest rate | 8.00% | ||
PST Short-Term Notes [Member] | Minimum [Member] | |||
Debt: | |||
Interest rate | 5.44% | ||
PST Long-Term Notes [Member] | |||
Debt: | |||
Total long-term debt, net | $ 10,275 | 11,452 | |
Debt maturity period range start | 2,018 | ||
Debt maturity period range end | 2,021 | ||
PST Long-Term Notes [Member] | Maximum [Member] | |||
Debt: | |||
Interest rate | 15.40% | ||
PST Long-Term Notes [Member] | Minimum [Member] | |||
Debt: | |||
Interest rate | 9.50% | ||
Other [Member] | |||
Debt: | |||
Total debt | $ 61 | $ 137 |
Earnings Per Share (Narative) (
Earnings Per Share (Narative) (Details) - shares | Jun. 30, 2017 | Jun. 30, 2016 |
Performance Based Restricted Common Shares [Member] | ||
Performance based restricted common shares outstanding | 0 | 0 |
Performance Based Right to Receive Common Shares [Member] | ||
Common shares, non-vested | 753,150 | 819,914 |
Earnings Per Share (Weighted Av
Earnings Per Share (Weighted Average Shares Oustanding Used in Calculating Basic and Diluted Net Income Per Share) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Basic weighted-average common shares outstanding | 28,133,432 | 27,790,639 | 28,025,805 | 27,733,288 |
Effect of dilutive shares | 384,010 | 471,515 | 504,874 | 474,466 |
Diluted weighted-average common shares outstanding | 28,517,442 | 28,262,154 | 28,530,679 | 28,207,754 |
Changes in Accumulated Other 54
Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | ||
Changes in Accumulated Other Comprehensive Loss by Component [Abstract] | |||||||||
Foreign currency translation, Beginning balance | $ (64,832) | $ (65,568) | $ (67,895) | $ (70,296) | |||||
Foreign currency translation, Other comprehensive income (loss) before reclassifications | 6,276 | 1,833 | 9,339 | 6,561 | |||||
Foreign currency translation, Amounts reclassified from accumulated other comprehensive loss | |||||||||
Foreign currency translation, Net other comprehensive income (loss), net of tax | 6,276 | 1,833 | 9,339 | 6,561 | |||||
Foreign currency translation, Reclassification of foreign currency translation associated with noncontrolling interest acquired | (16,995) | (16,995) | |||||||
Foreign currency translation, Ending balance | (75,551) | (63,735) | (75,551) | (63,735) | |||||
Unrealized gain (loss) on hedging activities, Beginning balance | 299 | (60) | (18) | 390 | |||||
Unrealized gain (loss) on hedging activities, Other comprehensive income (loss) before reclassifications | 94 | (33) | 430 | (527) | |||||
Unrealized gain (loss) on hedging activities, Amounts reclassified from accumulated other comprehensive loss | (101) | 74 | (120) | 118 | |||||
Unrealized gain (loss) on hedging activities, Net other comprehensive income (loss), net of tax | [1] | (7) | 41 | 310 | (409) | ||||
Unrealized gain (loss) on hedging activities, Ending balance | 292 | (19) | 292 | (19) | |||||
Benefit plan liability, Beginning balance | 84 | 84 | |||||||
Benefit plan liability, Other comprehensive loss before reclassifications | |||||||||
Benefit plan liability, Amounts reclassified from accumulated other comprehensive loss | |||||||||
Benefit plan liability, Net other comprehensive income (loss), net of tax | |||||||||
Benefit plan liability, Ending balance | 84 | 84 | |||||||
Total, Other comprehensive income (loss) before reclassifications | 6,370 | 1,800 | 9,769 | 6,034 | |||||
Total, Amounts reclassified from accumulated other comprehensive loss | (101) | 74 | (120) | 118 | |||||
Net other comprehensive income (loss), net of tax | 6,269 | 1,874 | 9,649 | 6,152 | |||||
Accumulated other comprehensive income (loss), net of tax, total | $ (75,259) | $ (63,670) | $ (75,259) | $ (63,670) | $ (64,533) | $ (67,913) | $ (65,544) | $ (69,822) | |
[1] | Net of tax benefit of $(3) and $0 for the three months ended June 30, 2017 and 2016, respectively. Net of tax expense of $167 and $0 for the six months ended June 30, 2017 and 2016, respectively. |
Commitments and Contingencies55
Commitments and Contingencies (Narrative) (Details) BRL in Thousands, $ in Thousands, item in Millions | 6 Months Ended | 24 Months Ended | ||||
Jun. 30, 2017USD ($)itemcustomer | Dec. 31, 2010 | Jun. 30, 2017BRL | Jun. 30, 2017USD ($) | Dec. 31, 2016BRL | Dec. 31, 2016USD ($) | |
Short-term Debt [Line Items] | ||||||
Environmental remediation accrued undiscounted liability | $ 269 | $ 446 | ||||
Number of people the plaintiff states have damages | customer | 120,000 | |||||
Number of vehicles the plaintiff states are effected | item | 1 | |||||
Maximum loss per plaintiff | $ 1 | |||||
Litigation liability | 0 | |||||
Product warranty and recall accrual | 3,303 | 2,617 | ||||
Accrued Expenses and Other Current Liabilities [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Environmental remediation accrued undiscounted liability | 203 | 370 | ||||
Letter of Credit [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Line of credit | 2,000 | |||||
PST Eletronicaltda [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Loss contingencies aggregate tax assessment not accrued | BRL 92,500 | 28,000 | ||||
Percentage of state value added tax | 25.00% | |||||
PST Eletronicaltda [Member] | Civil, labor and other tax contingencies [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Loss contingency, estimate of possible loss | 45,600 | 13,800 | BRL 31,800 | $ 9,800 | ||
PST Eletronicaltda [Member] | Value Added Tax [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Loss contingencies aggregate tax assessment not accrued | 13,200 | 4,000 | ||||
PST Eletronicaltda [Member] | Interest On Tax [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Loss contingencies aggregate tax assessment not accrued | 11,400 | 3,500 | ||||
PST Eletronicaltda [Member] | Penalties On Tax [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Loss contingencies aggregate tax assessment not accrued | BRL 67,900 | $ 20,500 |
Commitments and Contingencies56
Commitments and Contingencies (Reconciliation of Changes in Product Warranty and Recall Liability) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Commitments and Contingencies [Abstract] | ||
Product warranty and recall at beginning of period | $ 9,344 | $ 6,419 |
Accruals for products shipped during period | 3,288 | 1,835 |
Acquired warranty liability related to acquisition | 1,462 | |
Aggregate changes in pre-existing liabilities due to claim developments | 1,248 | (145) |
Settlements made during the period | (6,804) | (948) |
Product warranty and recall at end of period | $ 8,538 | $ 7,161 |
Business Realignment and Corp57
Business Realignment and Corporate Headquarter Relocation (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Apr. 25, 2016 | |
Selling, General and Administrative Expenses [Member] | Corporate Headquarter Relocation [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Grant income | $ 338 | $ 338 | |||
Selling, General and Administrative Expenses [Member] | Headquarter Relocation [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Headquarter relocation costs | $ 272 | $ 272 | |||
Maximum [Member] | Corporate Headquarter Relocation [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Grant awarded | $ 1,400 |
Business Realignment and Corp58
Business Realignment and Corporate Headquarter Relocation (Schedule of Restructuring and Related Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Restructuring Cost and Reserve [Line Items] | |||||
Total business realignment charges | $ 323 | $ 309 | $ 494 | $ 2,211 | |
Cost of Goods Sold [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total business realignment charges | 304 | 108 | 394 | 287 | |
Selling, General and Administrative Expenses [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total business realignment charges | 19 | 160 | 100 | 824 | |
Design and Development [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total business realignment charges | 41 | 1,100 | |||
Electronics [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total business realignment charges | [1] | 56 | 56 | 1,180 | |
Electronics [Member] | Cost of Goods Sold [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | 56 | 0 | 56 | ||
Electronics [Member] | Selling, General and Administrative Expenses [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | 196 | ||||
Electronics [Member] | Design and Development [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | 984 | ||||
PST Segment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total business realignment charges | [2] | 267 | 309 | 438 | 1,031 |
PST Segment [Member] | Cost of Goods Sold [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | 248 | 108 | 338 | 287 | |
PST Segment [Member] | Selling, General and Administrative Expenses [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | $ 19 | 160 | $ 100 | 628 | |
PST Segment [Member] | Design and Development [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | $ 41 | $ 116 | |||
[1] | Severance costs for the three and six months ended June 30, 2017 related to cost of goods sold (“COGS”) were $56. There were no severance costs for the three months ended June 30, 2016. Severance costs for the six months ended June 30, 2016 related to selling, general and administrative (“SG&A”) and design and development (“D&D”) were $196 and $984, respectively. | ||||
[2] | Severance costs for the three months ended June 30, 2017 related to COGS and SG&A were $248 and $19, respectively. Severance costs for the three months ended June 30, 2016 related to COGS, SG&A and D&D were $108, $160 and $41, respectively. |
Business Realignment and Corp59
Business Realignment and Corporate Headquarter Relocation (Schedule of Business Realignment Charges Classified by Statement of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total business realignment charges | $ 323 | $ 309 | $ 494 | $ 2,211 |
Cost of Goods Sold [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total business realignment charges | 304 | 108 | 394 | 287 |
Design and Development [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total business realignment charges | 41 | 1,100 | ||
Selling, General and Administrative Expenses [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total business realignment charges | $ 19 | $ 160 | $ 100 | $ 824 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Taxes [Abstract] | ||||
Provision for income taxes | $ 5,189 | $ 1,350 | $ 9,760 | $ 2,195 |
Effective income tax rate | 36.80% | 10.90% | 35.00% | 11.40% |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2017segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Reporting (Schedule of
Segment Reporting (Schedule of Segment Reporting Information, by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | ||
Net Sales: | ||||||
Total net sales | $ 209,111 | $ 186,903 | $ 413,422 | $ 349,519 | ||
Operating Income (Loss) | ||||||
Total operating income (loss) | 15,676 | 13,626 | 30,840 | 22,132 | ||
Total income before income taxes | 14,108 | 12,345 | 27,852 | 19,299 | ||
Interest Expense, net: | ||||||
Interest expense, net | 1,518 | 1,840 | 2,928 | 3,354 | ||
Capital Expenditures: | ||||||
Capital expenditures | 15,167 | 12,006 | ||||
Total Assets: | ||||||
Total assets | 520,993 | 520,993 | $ 394,529 | |||
Continuing Operations [Member] | ||||||
Net Sales: | ||||||
Total net sales | 209,111 | 186,903 | 413,422 | 349,519 | ||
Depreciation and Amortization: | ||||||
Total depreciation and amortization | [1] | 7,120 | 5,870 | 13,576 | 11,139 | |
Interest Expense, net: | ||||||
Interest expense, net | 1,518 | 1,840 | 2,928 | 3,354 | ||
Capital Expenditures: | ||||||
Capital expenditures | 7,902 | 5,189 | 15,167 | 12,006 | ||
Total Assets: | ||||||
Total assets | 520,993 | 520,993 | 394,529 | |||
Operating Segments [Member] | Continuing Operations [Member] | ||||||
Operating Income (Loss) | ||||||
Total operating income (loss) | 15,676 | 13,626 | 30,840 | 22,132 | ||
Intersegment Eliminations [Member] | Continuing Operations [Member] | ||||||
Net Sales: | ||||||
Total net sales | (11,591) | (8,669) | (23,730) | (16,229) | ||
Total Assets: | ||||||
Total assets | (336,001) | (336,001) | (250,494) | |||
Electronics [Member] | ||||||
Net Sales: | ||||||
Total net sales | 81,833 | 65,945 | 156,994 | 125,608 | ||
Electronics [Member] | Operating Segments [Member] | Continuing Operations [Member] | ||||||
Net Sales: | ||||||
Total net sales | 71,610 | 57,761 | 135,415 | 110,397 | ||
Operating Income (Loss) | ||||||
Total operating income (loss) | 2,814 | 4,495 | 8,371 | 8,315 | ||
Depreciation and Amortization: | ||||||
Total depreciation and amortization | 2,241 | 1,040 | 3,811 | 2,080 | ||
Interest Expense, net: | ||||||
Interest expense, net | 6 | 124 | 44 | 163 | ||
Capital Expenditures: | ||||||
Capital expenditures | 1,684 | 854 | 4,034 | 3,985 | ||
Total Assets: | ||||||
Total assets | 234,363 | 234,363 | 99,964 | |||
Electronics [Member] | Inter-Segment [Member] | Continuing Operations [Member] | ||||||
Net Sales: | ||||||
Total net sales | 10,223 | 8,184 | 21,579 | 15,211 | ||
Control Devices [Member] | ||||||
Net Sales: | ||||||
Total net sales | 115,369 | 109,374 | 235,025 | 202,275 | ||
Control Devices [Member] | Operating Segments [Member] | Continuing Operations [Member] | ||||||
Net Sales: | ||||||
Total net sales | 114,001 | 108,889 | 232,874 | 201,257 | ||
Operating Income (Loss) | ||||||
Total operating income (loss) | 19,924 | 18,297 | 39,008 | 31,814 | ||
Depreciation and Amortization: | ||||||
Total depreciation and amortization | 2,687 | 2,475 | 5,386 | 4,784 | ||
Interest Expense, net: | ||||||
Interest expense, net | 11 | 55 | 65 | 116 | ||
Capital Expenditures: | ||||||
Capital expenditures | 4,347 | 3,304 | 7,795 | 6,031 | ||
Total Assets: | ||||||
Total assets | 157,853 | 157,853 | 150,623 | |||
Control Devices [Member] | Inter-Segment [Member] | Continuing Operations [Member] | ||||||
Net Sales: | ||||||
Total net sales | 1,368 | 485 | 2,151 | 1,018 | ||
Corporate [Member] | Continuing Operations [Member] | ||||||
Interest Expense, net: | ||||||
Interest expense, net | 969 | 659 | 1,715 | 1,323 | ||
Capital Expenditures: | ||||||
Capital expenditures | [2] | 830 | 9 | 1,413 | 114 | |
Total Assets: | ||||||
Total assets | [2] | 359,494 | 359,494 | 287,031 | ||
Corporate [Member] | Operating Segments [Member] | Continuing Operations [Member] | ||||||
Operating Income (Loss) | ||||||
Total operating income (loss) | [3] | (8,185) | (8,075) | (18,241) | (13,789) | |
Depreciation and Amortization: | ||||||
Total depreciation and amortization | 96 | 124 | 195 | 194 | ||
PST [Member] | ||||||
Net Sales: | ||||||
Total net sales | 23,500 | 20,253 | 45,133 | 37,865 | ||
PST [Member] | Operating Segments [Member] | Continuing Operations [Member] | ||||||
Net Sales: | ||||||
Total net sales | 23,500 | 20,253 | 45,133 | 37,865 | ||
Operating Income (Loss) | ||||||
Total operating income (loss) | 1,123 | (1,091) | 1,702 | (4,208) | ||
Depreciation and Amortization: | ||||||
Total depreciation and amortization | 2,096 | 2,231 | 4,184 | 4,081 | ||
Interest Expense, net: | ||||||
Interest expense, net | 532 | 1,002 | 1,104 | 1,752 | ||
Capital Expenditures: | ||||||
Capital expenditures | 1,041 | 1,022 | 1,925 | 1,876 | ||
Total Assets: | ||||||
Total assets | 105,284 | 105,284 | $ 107,405 | |||
PST [Member] | Inter-Segment [Member] | Continuing Operations [Member] | ||||||
Net Sales: | ||||||
Total net sales | ||||||
[1] | These amounts represent depreciation and amortization on property, plant and equipment and certain intangible assets. | |||||
[2] | Assets located at Corporate consist primarily of cash, intercompany loan receivables, fixed assets for the corporate headquarter building, equity investments and investments in subsidiaries. | |||||
[3] | Unallocated Corporate expenses include, among other items, finance, legal, human resources and information technology costs and share-based compensation. |
Segment Reporting (Schedule o63
Segment Reporting (Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Net Sales: | |||||
Total net sales | $ 209,111 | $ 186,903 | $ 413,422 | $ 349,519 | |
Long-term Assets: | |||||
Total long-term assets | 234,811 | 234,811 | $ 153,636 | ||
Continuing Operations [Member] | |||||
Net Sales: | |||||
Total net sales | 209,111 | 186,903 | 413,422 | 349,519 | |
Long-term Assets: | |||||
Total long-term assets | 234,811 | 234,811 | 153,636 | ||
Continuing Operations [Member] | North America [Member] | |||||
Net Sales: | |||||
Total net sales | 121,487 | 114,250 | 244,873 | 213,369 | |
Long-term Assets: | |||||
Total long-term assets | 74,594 | 74,594 | 73,835 | ||
Continuing Operations [Member] | South America [Member] | |||||
Net Sales: | |||||
Total net sales | 23,500 | 20,253 | 45,133 | 37,865 | |
Long-term Assets: | |||||
Total long-term assets | 61,015 | 61,015 | 63,497 | ||
Continuing Operations [Member] | Europe and Other [Member] | |||||
Net Sales: | |||||
Total net sales | 64,124 | $ 52,400 | 123,416 | $ 98,285 | |
Long-term Assets: | |||||
Total long-term assets | $ 99,202 | $ 99,202 | $ 16,304 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) BRL in Thousands | May 16, 2017USD ($) | May 15, 2017 | Dec. 31, 2011 | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Apr. 30, 2017 | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | May 15, 2017 | Jun. 30, 2017BRL | Jun. 30, 2017USD ($) | May 16, 2017BRL | May 16, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||
Cash payment at closing | $ 1,796,000 | ||||||||||||||||
Noncontrolling interest | $ 13,762,000 | ||||||||||||||||
Income (loss) from equity method investments | $ 555,000 | $ 153,000 | 735,000 | $ 296,000 | |||||||||||||
PST Eletronicaltda [Member] | |||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||
Percentage ownership in consolidated subsidiary | 74.00% | 74.00% | 74.00% | 74.00% | 74.00% | ||||||||||||
Percentage of additional noncontrolling interest acquired | 26.00% | 26.00% | |||||||||||||||
Noncontrolling interest | 14,171,000 | 14,171,000 | $ 13,762,000 | $ 14,458,000 | $ 14,489,000 | $ 13,370,000 | $ 13,310,000 | ||||||||||
Dividends payable | BRL 20,451 | $ 6,185,000 | BRL 9,610 | 3,092,000 | |||||||||||||
PST Eletronicaltda [Member] | Noncontrolling Interest [Member] | |||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||
Cash payment at closing | $ 1,500,000 | ||||||||||||||||
Fair value of earn-out liability | $ 10,400,000 | ||||||||||||||||
Carrying value of investment | 31,453,000 | ||||||||||||||||
Carrying value of foreign currency translation | $ (16,995,000) | ||||||||||||||||
Minda Stoneridge Instruments Ltd [Member] | |||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||
Equity method investment, ownership percentage | 49.00% | 49.00% | |||||||||||||||
Equity method investments | $ 7,952,000 | $ 9,108,000 | |||||||||||||||
Income (loss) from equity method investments | $ 555,000 | $ 153,000 | $ 735,000 | $ 296,000 |
Investments (Schedule of Noncon
Investments (Schedule of Noncontrolling Interest) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Noncontrolling interest at beginning of period | $ 13,762 | |||
Net loss attributable to noncontrolling interest | $ (100) | $ (576) | (130) | $ (1,706) |
PST Eletronicaltda [Member] | ||||
Noncontrolling interest at beginning of period | 14,489 | 13,370 | 13,762 | 13,310 |
Net loss attributable to noncontrolling interest | (100) | (576) | (130) | (1,706) |
Foreign currency translation | 69 | 1,377 | 826 | 2,567 |
Comprehensive income (loss) related to noncontrolling interest | (31) | 801 | 696 | 861 |
Acquisition of noncontrolling interest | $ (14,458) | $ (14,458) | ||
Noncontrolling interest at end of period | $ 14,171 | $ 14,171 |