Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 24, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Tower International, Inc. | |
Entity Central Index Key | 1,485,469 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | towr | |
Entity Common Stock, Shares Outstanding | 20,604,024 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 72,107 | $ 123,688 |
Accounts receivable, net of allowance of $1,531 and $1,385 | 293,093 | 239,319 |
Inventories (Note 4) | 86,398 | 78,745 |
Assets held for sale (Note 5) | 32,361 | 44,250 |
Prepaid tooling, notes receivable, and other | 59,715 | 78,481 |
Total current assets | 543,674 | 564,483 |
Property, plant, and equipment, net | 550,434 | 535,272 |
Goodwill (Note 7) | 62,118 | 63,665 |
Deferred tax asset | 76,890 | 83,035 |
Other assets, net | 14,005 | 13,642 |
Total assets | 1,247,121 | 1,260,097 |
LIABILITIES AND EQUITY | ||
Short-term debt and current maturities of capital lease obligations (Note 9) | 28,899 | 42,048 |
Accounts payable | 319,243 | 323,271 |
Accrued liabilities | 105,361 | 113,949 |
Liabilities held for sale (Note 5) | 13,818 | 17,336 |
Total current liabilities | 467,321 | 496,604 |
Long-term debt, net of current maturities (Note 9) | 343,790 | 344,738 |
Deferred tax liability | 4,660 | 4,807 |
Pension liability (Note 12) | 43,159 | 47,813 |
Other non-current liabilities | 90,488 | 96,263 |
Total non-current liabilities | 482,097 | 493,621 |
Total liabilities | 949,418 | 990,225 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 50,000,000 authorized and 0 issued and outstanding | ||
Common stock, $0.01 par value, 350,000,000 authorized, 22,397,362 issued and 20,604,024 outstanding at June 30, 2018, and 22,317,671 issued and 20,542,397 outstanding at December 31, 2017 | 224 | 223 |
Additional paid in capital | 345,980 | 344,153 |
Treasury stock, at cost, 1,793,338 and 1,775,274 shares as of June 30, 2018 and December 31, 2017 | (36,882) | (36,408) |
Accumulated surplus | 60,603 | 29,712 |
Accumulated other comprehensive loss (Note 13) | (72,222) | (67,808) |
Total stockholders' equity | 297,703 | 269,872 |
Total liabilities and stockholders' equity | $ 1,247,121 | $ 1,260,097 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Allowance for accounts receivable (in dollars) | $ 1,531 | $ 1,385 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 22,397,362 | 22,317,671 |
Common stock, shares outstanding | 20,604,024 | 20,542,397 |
Treasury stock, shares | 1,793,338 | 1,775,274 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Revenues (Note 3) | $ 556,007 | $ 489,925 | $ 1,119,513 | $ 987,515 |
Cost of sales | 491,948 | 428,807 | 995,608 | 870,097 |
Gross profit | 64,059 | 61,118 | 123,905 | 117,418 |
Selling, general, and administrative expenses | 30,869 | 29,007 | 63,103 | 58,232 |
Amortization expense (Note 7) | 108 | 113 | 220 | 216 |
Restructuring and asset impairment charges, net (Note 8) | 269 | 3,337 | 1,817 | 7,248 |
Operating income | 32,813 | 28,661 | 58,765 | 51,722 |
Interest expense | 5,255 | 1,807 | 10,417 | 2,260 |
Interest income | 112 | 86 | 269 | 133 |
Net periodic benefit income (Note 12) | 559 | 479 | 1,117 | 958 |
Other expense | 977 | 977 | 575 | |
Income before provision for income taxes, and income / (loss) from discontinued operations | 27,252 | 27,419 | 48,757 | 49,978 |
Provision for income taxes (Note 11) | 5,539 | 7,672 | 10,606 | 14,168 |
Income from continuing operations | 21,713 | 19,747 | 38,151 | 35,810 |
Income / (loss) from discontinued operations, net of tax (Note 5) | 663 | (489) | 1,525 | 861 |
Net income | 22,376 | 19,258 | 39,676 | 36,671 |
Less: Net income attributable to the noncontrolling interests | 42 | 110 | ||
Net income attributable to Tower International, Inc. | $ 22,376 | $ 19,216 | $ 39,676 | $ 36,561 |
Weighted average basic shares outstanding | 20,597,482 | 20,508,890 | 20,577,161 | 20,467,281 |
Weighted average diluted shares outstanding | 20,986,122 | 20,805,931 | 20,969,142 | 20,813,100 |
Basic income per share attributable to Tower International, Inc.: | ||||
Income per share from continuing operations (Note 14) | $ 1.05 | $ 0.96 | $ 1.85 | $ 1.74 |
Income / (loss) per share from discontinued operations (Note 14) | 0.03 | (0.02) | 0.07 | 0.04 |
Income per share (Note 14) | 1.09 | 0.94 | 1.93 | 1.79 |
Diluted income per share attributable to Tower International, Inc.: | ||||
Income per share from continuing operations (Note 14) | 1.04 | 0.95 | 1.82 | 1.72 |
Income / (loss) per share from discontinued operations (Note 14) | 0.03 | (0.02) | 0.07 | 0.04 |
Income per share (Note 14) | 1.07 | 0.92 | 1.89 | 1.76 |
Dividends declared per share | $ 0.12 | $ 0.11 | $ 0.24 | $ 0.22 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | ||||
Net income | $ 22,376 | $ 19,258 | $ 39,676 | $ 36,671 |
Other comprehensive income / (loss), net of tax: | ||||
Foreign currency translation adjustments, net of tax expense / (benefit) of $2.5 million, ($5.0 million), $1.4 million, and ($5.9 million) | (16,442) | 7,407 | (10,137) | 13,289 |
Unrealized gain / (loss) on qualifying cash flow hedge, net of tax expense / (benefit) of $0.5 million, ($0.3 million), $1.9 million, and ($2.8 million) | 1,608 | (539) | 5,723 | (4,613) |
Other comprehensive income / (loss), net of tax | (14,834) | 6,868 | (4,414) | 8,676 |
Total comprehensive income/(loss) | 7,542 | 26,126 | 35,262 | 45,347 |
Less: Comprehensive income attributable to noncontrolling interests | 42 | 162 | ||
Comprehensive income attributable to Tower International, Inc. | $ 7,542 | $ 26,084 | $ 35,262 | $ 45,185 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | ||||
Foreign currency translation adjustment, tax expense / (benefit) | $ 2.5 | $ (5) | $ 1.4 | $ (5.9) |
Unrealized loss on qualifying cash flow hedge, tax expense / (benefit) | $ 0.5 | $ (0.3) | $ 1.9 | $ (2.8) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
OPERATING ACTIVITIES: | ||
Net income | $ 39,676 | $ 36,671 |
Less: Income from discontinued operations, net of tax | 1,525 | 861 |
Income from continuing operations | 38,151 | 35,810 |
Adjustments required to reconcile income from continuing operations to net cash provided by / (used in) continuing operating activities: | ||
Deferred income tax provision | 7,133 | 9,965 |
Depreciation and amortization | 42,151 | 36,532 |
Non-cash share-based compensation | 1,609 | 1,098 |
Pension income, net of contributions | (4,655) | (4,851) |
Change in working capital and other operating items | (51,862) | (88,794) |
Net cash provided by / (used in) continuing operating activities | 32,527 | (10,240) |
INVESTING ACTIVITIES: | ||
Cash disbursed for purchases of property, plant, and equipment, net | (68,581) | (44,161) |
Proceeds from disposition of joint venture, net | 4,314 | 15,944 |
Net cash used in continuing investing activities | (64,267) | (28,217) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings | 45,184 | 373,853 |
Repayments of borrowings | (59,273) | (336,032) |
Original issuance discount | (1,808) | |
Debt financing costs | (4,747) | |
Dividend payment to Tower stockholders | (4,937) | (4,498) |
Proceeds from stock options exercised | 219 | 1,052 |
Purchase of treasury stock | (474) | (762) |
Net cash provided by / (used in) continuing financing activities | (19,281) | 27,058 |
Discontinued operations: | ||
Net cash from discontinued operating activities | 4,384 | 74 |
Net cash used in discontinued investing activities | (2,001) | (1,010) |
Net cash from / (used in) discontinued financing activities | (924) | 920 |
Net cash from / (used in) discontinued operations | 1,459 | (16) |
Effect of exchange rate changes on continuing cash and cash equivalents | (2,019) | 3,421 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (51,581) | (7,994) |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 123,688 | 123,688 |
End of period | 72,107 | 54,794 |
Supplemental Cash Flow Information: | ||
Interest paid, net of amounts capitalized | 10,635 | 11,817 |
Income taxes paid | 3,133 | 3,598 |
Non-cash Investing Activities: | ||
Capital expenditures in liabilities for purchases of property, plant, and equipment | $ 15,696 | $ 17,912 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Organization and Basis of Presentation [Abstract] | |
Organization and Basis of Presentation | Note 1. Organization and Basis of Presentation Tower International, Inc. and its subsidiaries (collectively referred to as the “Company” or “Tower International”), is a leading integrated global manufacturer of engineered automotive structural metal components and assemblies, primarily serving original equipment manufacturers (“OEMs”), including Ford, Volkswagen Group, Fiat-Chrysler, Volvo, Nissan, Daimler, Toyota, BMW, and Honda. Products include body structures, assemblies and other chassis structures, and lower vehicle systems and suspension components for small and large cars, crossovers, pickups, and sport utility vehicles (“SUVs”). The Company has strategically located production facilities in the United States, Germany, Belgium, Slovakia, Italy, Poland, Mexico, and the Czech Republic, supported by engineering and sales locations in the United States, Germany, Italy, Japan, China and India. The accompanying Condensed Consolidated Financial Statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the Condensed Consolidated Financial Statements includes normal recurring adjustments and reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of such financial statements. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the SEC. Although the Company believes that the disclosures are adequate to make the information presented not misleading, these Condensed Consolidated Financial Statements should be read in conjunction with the audited year-end financial statements and the notes thereto included in the most recent Annual Report on Form 10-K filed by the Company with the SEC. The interim results for the periods presented may not be indicative of the Company’s actual annual results. Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All intercompany transactions and balances have been eliminated upon consolidation. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
New Accounting Pronouncements [Abstract] | |
New Accounting Pronouncements | Note 2. New Accounting Pronouncements Recently Adopted Revenue Recognition On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) . This ASU outlines a single comprehensive model for entities to utilize to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that will be received in exchange for the goods and services. Additional disclosures are also required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In 2016, the FASB issued ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12, and ASU No. 2016-20, all of which amend the implementation guidance and illustrations in the new revenue standard. The Company implemented the new standard effective January 1, 2018 using the modified retrospective approach. Implementation of the standard did not have a material impact on the Company’s Condensed Consolidated Financial Statements as the Company’s method for recognizing revenue subsequent to the implementation of Accounting Standard Codification (“ASC”) No. 606 does not vary significantly from its revenue recognition practices under the prior revenue standard. The Company has included the additional disclosures required by the ASUs above (See Note 3 of the Condensed Consolidated Financial Statements). Retirement Benefits On March 10, 2017, the FASB issued ASU No. 2017-07 , Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . This ASU is designed to increase the transparency and usefulness of information about defined benefit costs for pension plans and other post-retirement benefit plans presented in employer financial statements. Effective October 1, 2006, the Company’s pension plan was frozen and the Company ceased accruing any additional benefits. The Company adopted the new standard effective January 1, 2018 and applied the guidance retrospectively, as required. As a result of adoption, the Company’s net periodic pension cost and net periodic postretirement benefit cost are reported within net periodic benefit income on the Condensed Consolidated Statement of Operations. The Company has included the disclosures required by ASU 2017-07. Hedge Accounting On August 28, 2017, the FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities . This ASU is designed to better align hedge accounting with an organization’s risk management activities in the financial statements. In addition, this ASU simplifies the application of hedge accounting guidance in areas where practice issues exist. The Company early adopted this ASU as of January 1, 2018. Upon adoption, the Company recorded a cumulative effect adjustment of $5.1 million and corresponding tax effect adjustment of $1.3 million to Accumulated Other Comprehensive Income (“AOCI”) from accumulated earnings. This adjustment is intended to ensure that the resulting AOCI balance represents the cumulative change in the hedging instruments’ fair value since hedge inception, less any amounts that should have been recognized in earnings under this ASU. Going forward, the earnings effect of the hedged items will be recorded in the same line item in the Condensed Consolidated Statements of Operations in which the earnings effect of the hedged item is reported when the hedged item affects earnings. Pending Adoption Leases On February 25, 2016, the FASB issued ASU No. 2016-02, Leases . This ASU introduces a lessee model that brings most leases on the balance sheet. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize an ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as financing or operating, with balance sheet classification affecting the pattern and classification of expense recognition in the income statement. This ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company expects to adopt the new standard on its effective date. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the Condensed Consolidated Financial Statements, with certain practical expedients available. The Company expects that this standard will have a material effect on its Condensed Consolidated Financial Statements. The Company is currently evaluating significant contracts and assessing the potential impacts. Based on the assessments performed thus far, the Company believes that it has certain manufacturing equipment leases currently classified as operating leases that will be classified as finance leases under the new standard. As of June 30, 2018 and December 31, 2017 , the Company estimates that the ROU asset and liability associated with these leases would be approximately $111 million and $72 million, respectively. This estimate is based upon the present value of the remaining minimum lease payments for equipment that is subject to lease agreements as of June 30, 2018 and December 31, 2017 . In addition, the Company has numerous real estate and equipment leases currently classified as operating leases that the Company believes will continue to be classified as operating leases under the new standard. The Company expects that the ROU assets and liabilities associated with these leases will be material, but has not yet quantified the total balance sheet impact for these leases. Goodwill Impairment On January 26, 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment . This ASU simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test, and is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption of the ASU is allowed for all entities beginning with any goodwill impairment test occurring and performed after January 1, 2017. The Company does not expect a material financial statement impact related to the adoption of this ASU. Stock Compensation On June 20, 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting . This ASU simplifies the accounting for share based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. This ASU is effective for annual and interim periods beginning after December 15, 2018 and early adoption is permitted. The Company does not expect a material financial statement impact related to the adoption of this ASU. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Revenue [Abstract] | |
Revenue | Note 3. Revenue On January 1, 2018, the Company adopted FASB ASC No. 606, Revenue from Contracts with Customers, using the modified retrospective method as applied to customer contracts that were not completed as of January 1, 2018. As a result, financial information for reporting periods beginning on or after January 1, 2018 are presented in accordance with FASB ASC No. 606, while comparative financial information has not been adjusted and continues to be reported in accordance with the Company’s revenue recognition policies prior to the adoption of FASB ASC No. 606. The Company enters into contracts with its customers that create enforceable rights and obligations. Each such contract requires the Company to supply products for specific vehicle programs. The Company has determined that each unit produced represents a separate performance obligation. The Company satisfies its performance obligations and recognizes revenue at a point in time when the customer has obtained control of the unit. Determining when control transfers requires management to make judgments that affect the timing of revenue recognized. The Company has determined that control has transferred when its products are shipped to its customers because the Company has a present right to payment at that time, legal title and risk of loss have passed to the customer and the customer is able to direct the use of, and obtain substantially all of the benefits from, the products. Invoices are generated upon shipment to the customer and are based on contractually agreed upon unit prices. The Company has payment terms with its customers that generally require payment within 30 to 60 days of invoice date . FASB ASC No. 606 provides a practical expedient that allows companies to exclude from the transaction price any amounts collected from customers for all sales (and other similar) taxes. We do not include sales and other taxes in our transaction price and thus do not recognize these amounts as revenue. Shipping and handling costs are accounted for as fulfillment costs and are included in cost of sales. It is common for the Company to negotiate pricing with its customers on an annual basis which can result in price adjustments over the program lives or other variable consideration adjustments. Based on extensive historical experience, the Company has concluded its estimate of variable consideration is not constrained. Therefore the Company accrues for these items using the most likely amount method in accordance with FASB ASC No. 606-10-32 and records adjustments to revenue throughout the year as negotiations progress and are finalized. In certain cases, the Company provides lump sum payments to its customers that are directly related to awarded programs. These payments are expected to be recovered over the life of the associated program; therefore, the Company capitalizes these payments and amortizes them into revenue over the life of the associated program. The Company participates in certain of its customers’ steel repurchase programs, under which it purchases steel directly from a customer’s designated steel supplier, for use in manufacturing products for that customer. The Company takes delivery and title to such steel and bears the risk of loss and obsolescence. The Company invoices its customers based upon annually negotiated selling prices, which inherently include a component for steel under such repurchase programs. Under guidance provided in FASB ASC No. 606-10-55, Principal versus Agent Considerations , the Company has risks and rewards of a principal and therefore, for sales transactions in which the Company participates in a customer’s steel resale program, revenue is recognized on a gross basis for the entire amount of the sales, including the component for purchases under that customer’s steel resale program. The purchases through customer resale programs have buffered the impact of price swings associated with the procurement of these metals. The remainder of the Company’s steel and aluminum purchasing requirements are met through contracts with mills, in which the Company negotiates its own price and seeks to pass through price increases and decreases to the Company’s customers. The Company enters into agreements to produce products for its customers at the beginning of a given vehicle program’s life. Once such agreements are entered into by the Company, it is obligated to fulfill the customers’ purchasing requirements for the entire production period of the vehicle programs, which range from three to ten years, and generally, the Company has no provisions to terminate such contracts. These contracts may be terminated by the Company’s customers at any time. Historically, terminations of these contracts have been minimal. Additionally, the Company monitors the aging of uncollected billings and adjusts its accounts receivable allowance on a quarterly basis, as necessary, based upon its evaluation of the probability of collection. The adjustments made by the Company due to the write-off of uncollectible amounts have been immaterial for all periods presented. At June 30, 2018 and December 31, 2017 the Company’s accounts receivable, net of allowances, were $ 293.1 million and $ 239.3 million, respectively. The Company did not have any material unbilled or deferred revenue recorded on the Condensed Consolidated Balance Sheet as of June 30, 2018 , or December 31, 2017 . For the three and six months ended June 30, 2018 , revenue recognized from performance obligations related to prior periods (for example, due to changes in transaction price) was not material. Revenue expected to be recognized in any future period related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less or contracts where revenue is recognized as invoiced, is not material. See Note 16 for disaggregation of revenue by reportable segment. The following table summarizes the Company’s vehicle platform mix as a percent of revenues by segment for the three months ended June 30, 2018: North America Europe Consolidated SUV (sport-utility vehicles) 55% 25% 45% Pickup 27% 0% 19% Small Car 3% 35% 13% Van 4% 22% 9% Large Car 7% 9% 8% MPV (multi-purpose vehicles) 2% 1% 2% All Other 2% 8% 4% 100% 100% 100% The following table summarizes the Company’s vehicle platform mix as a percent of revenues by segment for the six months ended June 30, 2018: North America Europe Consolidated SUV (sport-utility vehicles) 54% 24% 45% Pickup 28% 0% 19% Small Car 3% 37% 14% Van 4% 21% 9% Large Car 7% 8% 7% MPV (multi-purpose vehicles) 2% 2% 2% All Other 2% 8% 4% 100% 100% 100% |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2018 | |
Inventories [Abstract] | |
Inventories | Note 4. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Maintenance, repair, and non-productive inventory, which are considered consumables, are expensed when acquired and included in the Condensed Consolidated Statements of Operations as cost of sales. Inventories consist of the following (in thousands): June 30, 2018 December 31, 2017 Raw materials $ 43,787 $ 33,929 Work in process 16,140 16,112 Finished goods 26,471 28,704 Total inventory $ 86,398 $ 78,745 |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Assets Held for Sale [Abstract] | |
Discontinued Operations and Assets Held for Sale | Note 5. Discontinued Operations and Assets Held for Sale During the second quarter of 2016, the Company’s Board of Directors approved a plan to sell the Company’s remaining business operations in Brazil and China. At June 30, 2018 , the Brazilian business operation is considered held for sale in accordance with FASB ASC No. 360, Property, Plant, and Equipment, and presented as discontinued operations in the Condensed Consolidated Financial Statements, in accordance with FASB ASC No. 205, Discontinued Operations . At December 31, 2017 , both of the Brazilian and Chinese business operations were held for sale and presented as discontinued operations. The following table discloses select financial information of the discontinued operations of the Company’s Brazilian and Chinese business operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Revenues $ 13,766 $ 18,820 $ 29,111 $ 48,776 Loss from sale of Wuhu discontinued operation - (2,596) - (2,596) Income / (loss) from discontinued operations: Income before provision / (benefit) for income taxes 896 1,839 1,884 3,668 Provision / (benefit) for income taxes 233 (268) 359 211 Income / (loss) from discontinued operations $ 663 $ (489) $ 1,525 $ 861 China Joint Ventures In October of 2016, the Company entered into an agreement to sell its joint venture in Wuhu, China: Tower Automotive Company, Ltd (“Wuhu”). The sale agreement provided for the purchase of the Company’s equity in the joint venture for approximately $21 million, net of tax. The Company received proceeds of $4.5 million in the fourth quarter of 2016. On May 9, 2017, the Company completed the sale of its equity interest in Wuhu. During the second quarter of 2017, the Company received total net proceeds of $15.9 million related to the sale, which resulted in a total sales price that was less than the carrying value of the net assets of Wuhu. In addition, the Company incurred certain transaction related costs; therefore, a net loss of $2.6 million was recorded in the second quarter of 2017. Also, in October of 2016, the Company entered into an agreement to sell its joint venture in Ningbo, China: Tower DIT Automotive Products Co., Ltd (“Ningbo”). The sale agreement provided for purchase of the Company’s equity in the joint venture for approximately $4 million, net of tax. The Company completed the sale of Ningbo during the second quarter of 2018 and received proceeds of $4.3 million, net of tax. Wuhu and Ningbo have been presented as discontinued operations in our Consolidated Financial Statements, in accordance with FASB ASC No. 205. Brazil Operations During the second quarter of 2016, the Company’s Board of Directors approved a plan to sell the Company’s remaining business operations in Brazil. At June 30, 2018 , the remaining Brazilian business operations are considered held for sale in accordance with FASB ASC No. 360 and presented as discontinued operations in the Consolidated Financial Statements, in accordance with FASB ASC No. 205. The assets and liabilities held for sale are recorded at the lower of carrying value or fair value less costs to sell and are summarized by category in the following table (in thousands): June 30, 2018 December 31, 2017 ASSETS Current assets $ 21,373 $ 24,024 Property, plant, and equipment, net 24,507 29,239 Other assets, net 4,881 9,387 Fair value adjustment (18,400) (18,400) Total assets held for sale $ 32,361 $ 44,250 LIABILITIES Short-term debt and current maturities of capital lease obligations $ 727 $ 1,129 Accounts payable 10,444 11,877 Total current liabilities 11,171 13,006 Long-term debt, net of current maturities 766 1,223 Other non-current liabilities 1,881 3,107 Total non-current liabilities 2,647 4,330 Total liabilities held for sale $ 13,818 $ 17,336 |
Tooling
Tooling | 6 Months Ended |
Jun. 30, 2018 | |
Tooling [Abstract] | |
Tooling | Note 6. Tooling Tooling represents costs incurred by the Company in the development of new tooling used in the manufacture of the Company’s products. All pre-production tooling costs incurred for tools that the Company will not own and that will be used in producing products supplied under long-term supply agreements are expensed as incurred, unless the supply agreement provides the Company with the noncancellable right to use the tools or the reimbursement of such costs is contractually guaranteed by the customer. Generally, the customer agrees to reimburse the Company for certain of its tooling costs at the time the customer awards a contract to the Company. When the part for which tooling has been developed reaches a production-ready status, the Company is reimbursed by its customer for the cost of the tooling, at which time the tooling becomes the property of the customer. The Company has certain other tooling costs related to tools the Company has the contractual right to use during the life of the supply arrangement, which are capitalized and amortized over the life of the related product program. Customer-owned tooling is included in the Condensed Consolidated Balance Sheets in prepaid tooling, notes receivable, and other, while Company-owned and other tooling is included in other assets, net. The components of capitalized tooling costs are as follows (in thousands): June 30, 2018 December 31, 2017 Customer-owned tooling, net $ 45,397 $ 63,456 Company-owned tooling 308 277 Total tooling, net $ 45,705 $ 63,733 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | Note 7. Goodwill and Other Intangible Assets Goodwill The change in the carrying amount of goodwill is set forth below by reportable segment and on a consolidated basis (in thousands): Europe North America Consolidated Balance at December 31, 2017 $ 56,241 $ 7,424 $ 63,665 Currency translation adjustment (1,499) (48) (1,547) Balance at June 30, 2018 $ 54,742 $ 7,376 $ 62,118 Intangibles In the North America segment, an intangible asset of $3.6 million related to customer relationships was recorded in 2015, as part of the acquisition of a facility in Mexico. This intangible asset has a definite life and will be amortized on a straight-line basis over seven years, the estimated life of the related asset, which approximates the recognition of related revenues. The Company incurred amortization expense of $0.1 million and $0.2 million for the three and six months ended June 30, 2018 , respectively. The Company incurred amortization expense of $0.1 million and $0.2 million for the three and six months ended June 30, 2017 , respectively. |
Restructuring and Asset Impairm
Restructuring and Asset Impairment Charges | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Asset Impairment Charges [Abstract] | |
Restructuring and Asset Impairment Charges | Note 8. Restructuring and Asset Impairment Charges As of June 30, 2018 , the Company has executed various restructuring plans and may execute additional plans in the future to reduce corporate overhead, to realign manufacturing capacity to prevailing global automotive production levels, and to improve the utilization of remaining facilities. Estimates of restructuring charges are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring expenses, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established reserves. Restructuring and Asset Impairment Charges Net restructuring and asset impairment charges for each of the Company’s segments include the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Europe $ 543 $ 616 $ 928 $ 744 North America (274) 2,721 889 6,504 Consolidated $ 269 $ 3,337 $ 1,817 $ 7,248 The following table sets forth the Company’s net restructuring and asset impairment charges by type for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Employee termination costs $ 573 $ 3,172 $ 1,734 $ 6,867 Other exit costs (304) 165 83 381 Total restructuring expense $ 269 $ 3,337 $ 1,817 $ 7,248 The charges incurred during the six months ended June 30, 2018 and 2017 related primarily to the following actions: 2018 Actions During the three and six months ended June 30, 2018 , the charges incurred in the North America and Europe segments related to severance charges and ongoing maintenance expense of facilities closed as a result of prior actions. During the second quarter of 2018, the Company amended the lease agreements related to closed facilities which resulted in a $0.3 million adjustment to the liability previously recorded. As a result of these amendments, the Company will no longer record restructuring expense related to closed facilities. 2017 Actions During the three and six months ended June 30, 2017 , the charges incurred in the North America and Europe segments related to severance charges to reduce corporate overhead and ongoing maintenance expense of facilities closed as a result of prior actions. Restructuring Reserve The table below summarizes the activity in the restructuring reserve by segment, reflected in accrued liabilities and other non-current liabilities, for the above-mentioned actions through June 30, 2018 (in thousands): Europe North America Consolidated Balance at December 31, 2017 $ 977 $ 4,070 $ 5,047 Payments (1,216) (3,856) (5,072) Increase in liability 928 806 1,734 Balance at June 30, 2018 $ 689 $ 1,020 $ 1,709 Except as disclosed in the table above, the Company does not anticipate incurring additional material cash charges associated with the actions described above. The changes in the restructuring reserve set forth in the table above do not agree with the restructuring charges for the period, as certain items are expensed as incurred related to the actions described. The restructuring reserve decreased during the six months ended June 30, 2018 , reflecting primarily payments related to prior accruals and 2018 restructuring actions, offset partially by accruals for severance. During the six months ended June 30, 2018 , the Company incurred payments in Europe of $1.2 million and in North America of $3.9 million related to prior accruals and 2018 restructuring actions described above. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt [Abstract] | |
Debt | Note 9. Debt Short-Term Debt Short-term debt consists of the following (in thousands): June 30, 2018 December 31, 2017 Current maturities of debts (excluding capital leases) $ 28,899 $ 36,500 Current maturities of capital leases - 5,548 Total short-term debt $ 28,899 $ 42,048 Long-Term Debt Long-term debt consists of the following (in thousands): June 30, 2018 December 31, 2017 Term Loan Credit Facility (net of discount of $2,105 and $2,288 ) $ 354,877 $ 356,501 Amended Revolving Credit Facility - - Other foreign subsidiary indebtedness 25,284 32,885 Debt issue costs (7,472) (8,148) Total debt 372,689 381,238 Less: Current maturities of debts (excluding capital leases) (28,899) (36,500) Total long-term debt $ 343,790 $ 344,738 Term Loan Credit Facility On March 7, 2017, the Company amended the Term Loan Credit Agreement by entering into the Third Refinancing Term Loan Amendment and Restatement Agreement (“Third Term Loan Amendment”), pursuant to which, among other things, the outstanding term loans under the Term Loan Credit Agreement were refinanced in full. There were no additional borrowings associated with this refinancing. The aggregate principal amount of $358.9 million was outstanding under the Term Loan Credit Agreement upon amendment. The maturity date of the Term Loan Credit Facility is March 7, 2024 and the Term Loans bear interest at (i) the Alternate Base Rate plus a margin of 1.75% or (ii) the Adjusted LIBO Rate (calculated by multiplying the applicable LIBOR rate by a statutory reserve rate) plus a margin of 2.75% . The Term Loan Borrower’s obligations under the Term Loan Credit Facility are guaranteed by the Company on an unsecured basis and guaranteed by Term Loan Holdco and certain of the Company's other direct and indirect domestic subsidiaries on a secured basis (the “Subsidiary Guarantors”). The Term Loan Credit Facility is secured by (i) a first priority security interest in certain assets of the Term Loan Borrower and the Subsidiary Guarantors, other than, inter alia, accounts, chattel paper, inventory, cash deposit accounts, securities accounts, machinery, equipment and real property and all contract rights, and records and proceeds relating to the foregoing and (ii) on a second priority basis to all other assets of the Term Loan Borrower and the Subsidiary Guarantor which have been pledged on a first priority basis to the agent for the benefit of the lenders under the Amended Revolving Credit Facility described below. The Term Loan Credit Agreement includes customary covenants applicable to certain of the Company’s subsidiaries and includes customary events of default and amounts due thereunder may be accelerated upon the occurrence of an event of default. As of June 30, 2018 , the outstanding principal balance of the Term Loan Credit Facility was $354.9 million (net of a $2.1 million original issue discount) and the effective interest rate was 4.8125% per annum. Amended Revolving Credit Facility On March 7, 2017, the Company entered into a Fourth Amended and Restated Revolving Credit and Guaranty Agreement (“Fourth Amended Revolving Credit Facility Agreement”), by and among Tower Automotive Holdings USA, LLC, the Company, Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, the subsidiary guarantors named therein, the financial institutions from time to time party thereto as Lenders, and JPMorgan Chase Bank, N.A. as Issuing Lender, as Swing Line Lender, and as Administrative Agent for the Lenders. The Fourth Amended Revolving Credit Facility Agreement amended and restated, in its entirety, the Third Amended Revolving Credit Facility Agreement, dated as of September 17, 2014, by and among Tower Automotive Holdings USA, LLC (“the Borrower”), its domestic affiliate and domestic subsidiary guarantors named therein, and the lenders party thereto, and the Agent. The Fourth Amended Revolving Credit Facility Agreement provides for a cash flow revolving credit facility in the aggregate amount of up to $200 million. The Fourth Amended Revolving Credit Facility Agreement also provides for the issuance of letters of credit in an aggregate amount not to exceed $30 million, provided that the total amount of credit (inclusive of revolving loans and letters of credit) extended under the Fourth Amended Revolving Credit Facility Agreement is subject to an overall cap, on any date, of $200 million. The Company may request the issuance of Letters of Credit denominated in Dollars or Euros. The expiration date for the Amended Revolving Credit Facility is March 7, 2022 . Advances under the Amended Revolving Credit Facility bear interest at an alternate base rate plus a base rate margin or LIBOR plus a Eurodollar margin. The applicable margins are determined by the Company’s Total Net Leverage Ratio (as defined in the Fourth Amended Revolving Credit Facility Agreement). As of June 30, 2018 , the applicable margins were 2.25% per annum for LIBOR based borrowings and 1.25% per annum for base rate borrowings. The Company will pay a commitment fee at a rate equal to 0.50% per annum on the average daily unused total revolving credit commitment. The Amended Revolving Credit Facility is guaranteed by the Company on an unsecured basis and is guaranteed by certain of the Company’s other direct and indirect domestic subsidiaries on a secured basis. The Amended Revolving Credit Facility is secured (i) by a first priority security interest in certain assets of the Borrower and the Subsidiary Guarantors, including accounts, inventory, chattel paper, cash, deposit accounts, securities accounts, machinery, equipment and real property and all contract rights, and records and proceeds relating to the foregoing and (ii) on a second priority basis to all other assets of the Borrower and the Subsidiary Guarantors. The Borrower’s and each Subsidiary Guarantor’s pledge of such assets as security for the obligations under the Amended Revolving Credit Facility is evidenced by a Revolving Credit Security Agreement dated as of March 17, 2017, among the Borrower, the guarantors party thereto, and the Agent. The Fourth Amended Revolving Credit Facility Agreement contains customary covenants applicable to certain of the Company’s subsidiaries and includes customary events of default and amounts due there under may be accelerated upon the occurrence of an event of default. As of June 30, 2018 , there was $192.1 million of unutilized borrowing availability under the Amended Revolving Credit Facility. At that date, there were no borrowings and $7.9 million of letters of credit outstanding under the Amended Revolving Credit Facility. Other Foreign Subsidiary Indebtedness As of June 30, 2018 , other foreign subsidiary indebtedness of $25.3 million consisted of receivables factoring in Europe. The change in foreign subsidiary indebtedness from December 31, 2017 to June 30, 2018 is explained by the following (in thousands): Europe Balance at December 31, 2017 $ 32,885 Change in borrowings on credit facilities, net (8,880) Foreign exchange impact 1,279 Balance at June 30, 2018 $ 25,284 Generally, borrowings of foreign subsidiaries are made under credit agreements with commercial lenders and are used to fund working capital and other operating requirements. As of June 30, 2018 , the receivables factoring facilities balance available to the Company was $ 25.3 million (€ 21.6 million), of which the entire amount was drawn. These are uncommitted, demand facilities which are subject to termination at the discretion of the banks and bear interest rates based on the average three month EURIBOR plus a spread ranging from 2.50% to 3.00% . The effective annual interest rates as of June 30, 2018 ranged from 2.18% to 2.68% , with a weighted average interest rate of 2.5% per annum. Any receivables factoring under these facilities is with recourse and is secured by the accounts receivable factored. These receivables factoring transactions are recorded in the Company’s Condensed Consolidated Balance Sheets in short-term debt and current maturities of capital lease obligations. As of June 30, 2018 , the secured line of credit balance available to the Company was $9.8 million (€ 8.4 million) , of which no borrowings were outstanding. The facility bears an interest rate based on the EURIBOR plus a spread of 1.15% and matures in October 2018 . The facilities are secured by certain accounts receivable related to customer-owned tooling, real estate, and other assets, and are subject to negotiated prepayments upon the receipt of funds from completed customer projects. As of June 30, 2018 , the Company’s European subsidiaries had an asset-based revolving credit facility balance available to the Company of $40.9 million (€ 35 million), of which no borrowings were outstanding. Advances under this facility bear interest at the three month EURIBOR plus a margin or at EONIA plus a margin. The applicable margin is determined by the Company's total net leverage ratio as defined in the debt agreement. The applicable margin as of June 30, 2018 was 1.95% . The Company is required to pay a commitment fee at a rate equal to 0.6825% per annum on the average daily unused total revolving credit commitment. This facility has a maturity date of November 2022 . Availability on the credit facility is determined based upon the appraised value of certain machinery, equipment, and real estate, subject to a borrowing base availability limitation and customary covenants. Covenants As of June 30, 2018 , the Company was in compliance with the financial covenants that govern its credit agreements. Capital Leases The Company had capital lease obligations of $0 and $5.5 million as of June 30, 2018 and December 31, 2017 , respectively. These obligations are presented within short-term debt and current maturities of capital lease obligations in the Condensed Consolidated Balance Sheets. The Company’s capital lease obligation as of December 31, 2017 related to a manufacturing facility in Europe. The original term of the capital lease ended on March 31, 2018 and the Company completed the purchase of the facility utilizing the end of the lease term purchase option during the second quarter of 2018. Debt Issue Costs The Company had debt issuance costs, net of amortization, of $7.5 million and $8.2 million as of June 30, 2018 and December 31, 2017 , respectively. These amounts are reflected in the Condensed Consolidated Balance Sheets as a direct deduction from long-term debt, net of current maturities. The Company incurred interest expense related to the amortization of debt issue costs of $0.4 million and $0.7 million during the three and six months ended June 30, 2018 , respectively. The Company incurred interest expense related to the amortization of debt issue costs of $0.5 million and $ 1.3 million during the three and six months ended June 30, 2017 , respectively. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Financial Instruments[Abstract] | |
Derivative Financial Instruments | Note 10. Derivative Financial Instruments The Company’s derivative financial instruments include interest rate and cross currency swaps. The Company does not enter into derivative financial instruments for trading or speculative purposes. On an on-going basis, the Company monitors counterparty credit ratings. The Company considers credit non-performance risk to be low because the Company enters into agreements with commercial institutions that have at least an S&P, or equivalent, investment grade credit rating. On October 17, 2014, the Company entered into a $200 million variable rate to fixed rate interest rate swap for a portion of the Company’s Term Loan and a € 157.1 million cross currency swap based on the U.S. dollar / Euro exchange spot rate of $1.2733 which was the prevailing rate at the time of the transaction. The maturity date for both swap instruments was April 16, 2020 . During the year ended December 31, 2015, the Company reduced the notional amount of the interest rate swap from $200 million to $186.1 million and increased the notional amount on the cross currency swap from €157.1 million to €178 million. On March 7, 2017, the Company amended the variable rate to fixed rate interest rate swap, for a portion of the Company’s Term Loan. The U.S. dollar notional amount remained the same at $186.1 million, the fixed interest rate was changed from 5.09% to 5.628% per annum, and the maturity date was extended from April 16, 2020 to March 7, 2024 . Also on March 7, 2017, the Company amended the cross currency swap which hedges its net investment in Europe, based on the U.S. dollar / Euro exchange spot rate of $1.04795 . The Euro notional amount remained the same at €178 million, the interest rate was lowered from 3.40% to 2.85% , and the maturity date was extended from April 16, 2020 to March 7, 2024 . Both swaps were amended and restated in conjunction with the March 7, 2017 amendment to the Company’s Term Loan Credit Agreement. On August 31, 2017, the Company amended certain of its variable rate to fixed rate interest rate swaps, for a portion of the Company’s Term Loan. The U.S. dollar notional amount remained the same at $186.1 million, the fixed interest rate was changed from 5.628% to 5.878% per annum for certain swaps, and the maturity date remained at March 7, 2024 . The fair value of the swap will fluctuate with changes in interest rates. This amendment was considered a termination event per FASB ASC No. 815, Derivatives and Hedging ; therefore, the balance within AOCI will be frozen and recognized in results of operations over the remaining term of the hedged transaction. As of June 30, 2018 , $ 6.4 million was recorded in AOCI, and $0.3 million and $0.6 million were recognized in interest expense during the three and six months ended June 30, 2018 , respectively At June 30, 2018 and December 31, 2017 , the U.S. dollar / Euro exchange spot rate was $1.1670 and $1.2009 , respectively. The following amounts were recorded in the Condensed Consolidated Balance Sheets as being payable to counterparties under FASB ASC No. 815 (in thousands): Location June 30, 2018 December 31, 2017 Cross currency swap Other non-current liabilities $ 25,506 $ 27,001 Interest rate swap Other non-current liabilities 2,833 8,918 All derivative instruments are recorded at fair value. Effectiveness for net investment and cash flow hedges is initially assessed at the inception of the hedging relationship and on a quarterly basis thereafter. The change in fair value of the hedging instruments are recorded in other comprehensive income. The earnings effect of the hedged items is recorded in the Condensed Consolidated Statements of Operations as interest expense when the hedged item affects earnings. The cross currency swap qualifies as a net investment hedge of the Company’s European subsidiaries. The interest rate swap qualifies as a cash flow hedge of the interest payments related to the Company’s Term Loan. Prior to March 7, 2017, the Company had not accounted for the interest rate swap as a cash flow hedge, and all changes in fair value were recognized in the Condensed Consolidated Statements of Operations as interest expense, net. The following table presents the deferred gain / (loss) reported in AOCI at June 30, 2018 and December 31, 2017 (in thousands): Deferred gain in AOCI June 30, 2018 December 31, 2017 Cross currency swap $ 15,496 $ 9,849 Interest rate swap 91 (7,537) Total $ 15,587 $ 2,312 The following table presents the total amounts reported in interest expense (income) in the Condensed Consolidated Statement of Operations and the effects of hedging on those line items: Three Months Ended June 30, Six Months Ended June 30, 2018 2018 Interest expense $ 5,255 $ 10,417 Effect of hedging (363) (491) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | Note 11. Income Taxes During the three months ended June 30, 2018, the Company recorded income tax expense of $5.5 million on $27.3 million of pre-tax profit from continuing operations – for a worldwide effective tax rate of 20.3% . Included in the $5.5 million of worldwide tax expense was $3.2 million of deferred tax expense attributable to U.S. operations. The consolidated effective tax rate for the year 2018 decreased primarily due to the enactment of the Tax Cuts and Jobs Act (the “TCJA”) on December 22, 2017. The TCJA includes significant changes to the U.S. corporate income tax system. Among other items, the TCJA lowered the corporate income tax rate from 35% to 21% and created a new modified territorial tax system exempting foreign profits from U.S. taxation with some exceptions. It also required a one-time deemed repatriation of accumulated foreign earnings for the year ended December 31, 2017. To determine the amount of the deemed repatriation and any associated repatriation tax, the Company was required to determine, in addition to other factors, the amount of post-1986 profits or losses of each foreign subsidiary, as well as the amount of foreign income taxes paid on such profits or losses. As noted at year end, the Company made a reasonable estimate that no transition tax was due. This represented the Company's provisional estimate at year end and the Company did not make any additional measurement-period adjustments related to this item during the first quarter of 2018. The Company continues to gather additional information to more precisely compute the amount of its deemed repatriation, if any. The Company expects to fully complete its accounting for this item within the prescribed measurement period. During the three months ended June 30, 2017, the Company recorded income tax expense of $7.7 million on $27.4 million of pre-tax profit from continuing operations – for a worldwide effective tax rate of 28.1% . Included in the $7.7 million of worldwide tax expense was $5.6 million of deferred tax expense attributable to U.S. operations. During the six months ended June 30, 2018, the Company recorded income tax expense of $10.6 million on $48.8 million of pre-tax profit from continuing operations – for a worldwide effective tax rate of 21.8% . Included in the $10.6 million of worldwide tax expense was $5.9 million of deferred tax expense attributable to U.S. operations. The consolidated effective rate for the year 2018 decreased primarily due to the enactment of the TCJA. During the six months ended June 30, 2017, the Company recorded income tax expense of $14.2 million on $50 million of pre-tax profit from continuing operations – for a worldwide effective tax rate of 28.4% . Included in the $14.2 million of worldwide tax expense was $10.8 million of deferred tax expense attributable to U.S. operations. |
Retirement Plans
Retirement Plans | 6 Months Ended |
Jun. 30, 2018 | |
Retirement Plans [Abstract] | |
Retirement Plans | Note 12. Retirement Plans The Company sponsors a pension and various other postretirement benefit plans for its employees. Each plan serves a defined group of employees and has varying levels of Company contributions. The Company’s contributions to certain plans may be required by the terms of the Company’s collective bargaining agreements. The components of net periodic benefit cost are included within net periodic benefit income on the Consolidated Statement of Operations. The following tables provide the components of net periodic pension benefit cost and other post-retirement benefit cost (in thousands): Pension Benefits Other Benefits Three Months Ended June 30, Three Months Ended June 30, 2018 2017 2018 2017 Service cost $ 5 $ 5 $ 2 $ 2 Interest cost 1,835 1,924 128 136 Expected return on plan assets (a) (2,537) (2,555) - - Amortization of prior service credit (24) (24) 32 33 Net periodic benefit cost / (income) $ (721) $ (650) $ 162 $ 171 Pension Benefits Other Benefits Six Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Service cost $ 9 $ 10 $ 3 $ 4 Interest cost 3,671 3,848 256 272 Expected return on plan assets (a) (5,075) (5,110) - - Amortization of prior service credit (47) (48) 66 66 Net periodic benefit cost / (income) $ (1,442) $ (1,300) $ 325 $ 342 (a) Expected rate of return on plan assets is 7.40% for 2018 and was 7.40% for 2017 The Company expects its minimum pension funding requirements to be $ 6.1 million during 2018 . During the three and six months ended June 30, 2018 , the Company made contributions of $1.7 and $ 3.2 million, respectively. Additionally, during the three and six months ended June 30, 2018 , the Company contributed $1.7 and $3.3 million, respectively, to its defined contribution retirement plans. |
Stockholders' Equity and Noncon
Stockholders' Equity and Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders’ Equity and Noncontrolling Interests [Abstract] | |
Stockholders’ Equity and Noncontrolling Interests | Note 13. Stockholders’ Equity and Noncontrolling Interests The table below provides a reconciliation of the carrying amount of total stockholders’ equity, including stockholders’ equity attributable to Tower International, Inc. (“Tower”) and equity attributable to the noncontrolling interests (“NCI”) (in thousands): Six Months Ended June 30, 2018 2017 Tower NCI Total Tower NCI Total Stockholders' equity beginning balance $ 269,872 $ - $ 269,872 $ 207,795 $ 6,144 $ 213,939 Net income 39,676 - 39,676 36,561 110 36,671 Other comprehensive income / (loss): Foreign currency translation adjustments (10,137) - (10,137) 13,237 52 13,289 Unrealized loss on qualifying cash flow hedge 5,723 - 5,723 (4,613) - (4,613) Total comprehensive income 35,262 - 35,262 45,185 162 45,347 Vesting of RSUs - - - 2 - 2 Treasury stock (474) - (474) (762) - (762) Share based compensation expense 1,609 - 1,609 1,098 - 1,098 Proceeds from stock options exercised 219 - 219 1,052 - 1,052 Dividend paid (4,937) - (4,937) (4,498) - (4,498) Cumulative effect of the adoption of ASU No. 2016-09 - - - 5,329 - 5,329 Cumulative effect of the adoption of ASU No. 2017-12, net of tax of $1.3 million (3,848) - (3,848) - - - Noncontrolling interest dividends - Wuhu - - - - (6,306) (6,306) Stockholders' equity ending balance $ 297,703 $ - $ 297,703 $ 255,201 $ - $ 255,201 On June 17, 2016, the Company announced its Board of Directors’ authorization to repurchase up to $100 million of the Company’s issued and outstanding common stock from time to time in the open market, or in privately negotiated transactions. The Company expects to fund such repurchases from cash flow from operations, cash on hand, asset dispositions, and borrowings under its revolving credit facility. Through June 30, 2018 , the Company repurchased a total of 829,648 shares of common stock at an aggregate cost of $18.9 million under this repurchase program. During the six months ended June 30, 2018 , no shares have been repurchased under this repurchase program. The following table presents the components of accumulated other comprehensive loss (in thousands): As of June 30, 2018 As of December 31, 2017 Change Foreign currency translation adjustments, net of tax expense of $1.5 million and $0.1 million $ (34,998) $ (24,861) $ (10,137) Defined benefit plans, net of tax expense of $15 million and $15 million (38,249) (38,249) - Unrealized loss on qualifying cash flow hedge, net of tax (benefit) of ( $0.9 ) million and ( $2.8 ) million 1,025 (4,698) 5,723 Accumulated other comprehensive loss $ (72,222) $ (67,808) $ (4,414) The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended June 30, 2018 : Unrealized loss on Foreign Currency Qualifying cash flow Defined Benefit Translation Hedge Plan Adjustments Total Balance at March 31, 2018 $ (583) $ (38,249) $ (18,556) $ (57,388) Other comprehensive income before reclassification 1,608 - (16,442) (14,834) Net current-period other comprehensive income 1,608 - (16,442) (14,834) Balance at June 30, 2018 $ 1,025 $ (38,249) $ (34,998) $ (72,222) The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended June 30, 2017 : Unrealized loss on Foreign Currency Qualifying cash flow Defined Benefit Translation Hedge Plan Adjustments Total Balance at March 31, 2017 $ (4,074) $ (38,972) $ (38,581) $ (81,627) Other comprehensive loss before reclassification (539) - 7,407 6,868 Net current-period other comprehensive loss (539) - 7,407 6,868 Balance at June 30, 2017 $ (4,613) $ (38,972) $ (31,174) $ (74,759) The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the six months ended June 30, 2018 : Unrealized loss on Foreign Currency Qualifying cash flow Defined Benefit Translation Hedge Plan Adjustments Total Balance at December 31, 2017 $ (4,698) $ (38,249) $ (24,861) $ (67,808) Other comprehensive income before reclassification 5,723 - (10,137) (4,414) Net current-period other comprehensive income 5,723 - (10,137) (4,414) Balance at June 30, 2018 $ 1,025 $ (38,249) $ (34,998) $ (72,222) The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the six months ended June 30, 2017 : Unrealized loss on Foreign Currency Qualifying cash flow Defined Benefit Translation Hedge Plan Adjustments Total Balance at December 31, 2016 $ - $ (38,972) $ (44,411) $ (83,383) Other comprehensive loss before reclassification (4,613) - 13,237 8,624 Net current-period other comprehensive loss (4,613) - 13,237 8,624 Balance at June 30, 2017 $ (4,613) $ (38,972) $ (31,174) $ (74,759) |
Earnings per Share ("EPS")
Earnings per Share ("EPS") | 6 Months Ended |
Jun. 30, 2018 | |
Earnings per Share (“EPS”) [Abstract] | |
Earnings per Share (“EPS”) | Note 14. Earnings per Share (“EPS”) Basic earnings per share is calculated by dividing the net income attributable to Tower International, Inc. by the weighted average number of common shares outstanding. The share count for diluted earnings per share is computed on the basis of the weighted average number of common shares outstanding plus the effects of dilutive common stock equivalents (“CSEs”) outstanding during the period. CSEs, which are securities that may entitle the holder to obtain common stock, include outstanding stock options and restricted stock units. When the average price of the common stock during the period exceeds the exercise price of a stock option, the options are considered potentially dilutive CSEs. When there is a loss from continuing operations, potentially dilutive shares are excluded from the computation of earnings per share, as their effect would be anti-dilutive. The Company included the effects of all dilutive shares for the three and six months ended June 30, 2018 and June 30, 2017 . A summary of the information used to compute basic and diluted net income per share attributable to Tower International, Inc. is shown below (in thousands – except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Income from continuing operations $ 21,713 $ 19,747 $ 38,151 $ 35,810 Income / (loss) from discontinued operations, net of tax 663 (489) 1,525 861 Net income 22,376 19,258 39,676 36,671 Less: Net income attributable to the noncontrolling interests - 42 - 110 Net income attributable to Tower International, Inc. $ 22,376 $ 19,216 $ 39,676 $ 36,561 Basic income per share: Continuing operations $ 1.05 $ 0.96 $ 1.85 $ 1.74 Discontinued operations 0.03 (0.02) 0.07 0.04 Net income attributable to Tower International, Inc. 1.09 0.94 1.93 1.79 Basic weighted average shares outstanding 20,597,482 20,508,890 20,577,161 20,467,281 Diluted income per share: Continuing operations $ 1.04 $ 0.95 $ 1.82 $ 1.72 Discontinued operations 0.03 (0.02) 0.07 0.04 Net income attributable to Tower International, Inc. 1.07 0.92 1.89 1.76 Diluted weighted average shares outstanding 20,986,122 20,805,931 20,969,142 20,813,100 |
Share-Based and Long-Term Compe
Share-Based and Long-Term Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Share-Based and Long-Term Compensation [Abstract] | |
Share-Based and Long-Term Compensation | Note 15. Share-Based and Long-Term Compensation Share-Based Compensation 2010 Equity Incentive Plan (“the Plan”) The Company adopted an equity incentive plan in connection with its 2010 initial public offering that allows for the grant of stock options, restricted stock awards, other equity-based awards, and certain cash-based awards to be made pursuant to the Plan. The eligibility requirements and terms governing the allocation of any common stock and the receipt of other consideration under the Plan are determined by the Board of Directors and/or its Compensation Committee. At June 30, 2018 , 582,343 shares were available for future grants of options and other types of awards under the Plan. The following table summarizes the Company’s award activity during the six months ended June 30, 2018 : Options Restricted Stock Units Weighted Weighted Average Average Grant Outstanding at: Shares Exercise Price Shares Date Fair Value December 31, 2017 365,677 $ 12.22 213,022 $ 26.30 Granted - - 239,232 26.27 Options exercised or RSUs vested (17,466) 12.54 (62,225) 26.32 Forfeited - - (3,192) 26.16 June 30, 2018 348,211 $ 12.20 386,837 $ 26.28 Stock Options The exercise price of each stock option equals the market price of the Company’s common stock on the grant date. Compensation expense is recorded at the grant date fair value and is recognized on a straight-line basis over the applicable vesting periods. The Company’s stock options generally vest over three years, with a maximum term of ten years. The Company calculates the weighted average grant date fair value of each option granted using a Black-Scholes valuation model . During the three and six months ended June 30, 2018 and 2017 the Company did no t recognize any expense relating to the options as all of the expense associated with these options had been fully recognized in previous periods. As of June 30, 2018 , the Company had an aggregate of 348,211 stock options that had been granted, but had not yet been exercised. As of June 30, 2018 , the remaining average contractual life for these options is approximately three years. During the six months ended June 30, 2018 , 17,466 options were exercised, which had an aggregate intrinsic value of $0.2 million. As of June 30, 2018 , 348,211 stock options were exercisable, which had an aggregate intrinsic value of $6.8 million. During the six months ended June 30, 2018 , no stock options were granted, forfeited, or expired. Restricted Stock Units (“RSUs”) The grant date fair value of each RSU equals the market price of the Company’s common stock on its date of grant. Compensation expense is recorded at the grant date fair value, less an estimated forfeiture amount, and is recognized on a straight-line basis over the applicable vesting periods. The Company’s RSUs generally vest over a three year period. During the three and six months ended June 30, 2018 , the Company recognized expense relating to the RSUs of $0.9 million and $1.6 million, respectively. During the three and six months ended June 30, 2017 , the Company recognized expense relating to the RSUs of $0.6 million and $1.1 million, respectively. As of June 30, 2018 , the Company had $6.7 million of unrecognized compensation expense associated with these RSUs, which will be amortized on a straight-line basis over the next 21 months, on a weighted average basis. As of June 30, 2018 , the Company had an aggregate of 386,837 RSUs that had been granted, but had not yet vested. During the six months ended June 30, 2018 , 239,232 RSUs were granted and 3,192 RSUs were forfeited. During the first six months of 2018 , a total of 62,225 RSUs vested, resulting in the issuance of 62,225 shares. The fair value of these shares was $1.6 million. This total was reduced by shares repurchased to provide payment for certain individuals’ minimum statutory withholding tax. After offsets for withholding taxes, a total of 44,161 shares of common stock were issued. The Company paid $0.5 million to acquire 18,064 vested shares to cover the minimum statutory withholding taxes. Long-Term Compensation Performance Award Agreements Under the provisions of the 2010 Equity Incentive Plan, the Company grants certain awards annually in March pursuant to Performance Award Agreements to approximately 80 executives. These awards are designed to provide the executives with an incentive to participate in the long-term success and growth of the Company. The Performance Award Agreements provide for cash-based awards that vest upon payment. Pursuant to meeting the performance conditions set forth in the Performance Award Agreements, each award will be paid three years after it is granted. These awards are also subject to payment upon a change in control or termination of employment, if certain criteria are met. These awards represent unfunded, unsecured obligations of the Company. 2015 Awards One half of the awards granted in 2015 were based upon the Company's Adjusted EPS Growth Rate, which is defined as the Company’s cumulative Adjusted EPS for the performance period of the awards, stated in terms of a percentage growth rate. The Company's EPS was adjusted to exclude the effect of unusual, and/or nonrecurring items and then was divided by the number of fiscal years in the specified period, stated in terms of a percentage growth rate. The other half of the awards were based upon the Company's percentile ranking of total shareholder return, compared to a peer group of companies, for the performance period. Pursuant to meeting the performance conditions set forth in the Performance Award Agreements, the awards granted in 2015 were paid in the first quarter of 2018. 2016 and 2017 Awards One half of the awards granted in 2016 and 2017 will be based upon the Company’s Adjusted EBIT Growth Rate, which is defined as the Company’s cumulative Adjusted EBIT (earnings before interest and taxes) for the performance period of the awards, stated in terms of a percentage growth rate. The Company's EBIT will be adjusted to exclude the effect of extraordinary, unusual, and/or nonrecurring items and then will be divided by the number of fiscal years in the specified period, stated in terms of a percentage growth rate. The other half of the awards will be based upon the Company's percentile ranking of total shareholder return, compared to a peer group of companies, for the performance period. 2018 Awards One half of the awards granted in 2018 will be based upon the Company’s Adjusted EBITDA Growth Rate, which is defined as the Company’s cumulative Adjusted EBITDA for the performance period of the awards, stated in terms of a percentage growth rate. The other half of the awards will be based upon the Company's percentile ranking of total shareholder return, compared to a peer group of companies, for the performance period. The performance period of the awards granted in 2016 is January 1, 2016 through December 31, 2018. The performance period of the awards granted in 2017 is January 1, 2017 through December 31, 2019. The performance period of the awards granted in 2018 is January 1, 2018 through December 31, 2020. During the three and six months ended June 30, 2018 , the Company recorded expense related to all performance awards of $0.8 million and $1.9 million, respectively. During the three and six months ended June 30, 2017 , the Company recorded expense related to all performance awards of $0.9 million and $1.3 million, respectively. At June 30, 2018 , the Company had a liability of $4.2 million related to these awards, of which $2.4 million is payable in March 201 9 and is presented as other current liabilities in the Condensed Consolidated Balance Sheet, while the remaining $1.8 million is presented as other non-current liabilities in the Condensed Consolidated Balance Sheet. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Information [Abstract] | |
Segment Information | Note 16. Segment Information The Company defines its operating segments as components of its business where separate financial information is available. The Company’s operating segments are routinely evaluated by management. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The Company produces engineered structural metal components and assemblies primarily serving the global automotive industry. The Company’s operations have similar economic characteristics and share fundamental characteristics, including the nature of the products, production processes, margins, customers, and distribution channels. The Company’s products include body structures stampings, chassis structures (including frames), and complex welded assemblies for small and large cars, crossovers, pickups, and SUVs. The Company is comprised of two operating and reportable segments: Europe and North America. The Company measures segment operating performance based on Adjusted EBITDA. The Company uses segment Adjusted EBITDA as the basis for the CODM to evaluate the performance of each of the Company’s reportable segments. The following is a summary of select data for each of the Company’s reportable segments (in thousands): Europe North America Total Three Months Ended June 30, 2018: Revenues $ 173,844 $ 382,163 $ 556,007 Adjusted EBITDA 10,442 47,777 58,219 Capital Expenditures 15,170 24,469 39,639 Total Assets (a) 504,043 743,078 1,247,121 Three Months Ended June 30, 2017: Revenues $ 160,229 $ 329,696 $ 489,925 Adjusted EBITDA 13,628 39,137 52,765 Capital Expenditures 5,581 14,671 20,252 Total Assets (a) 520,469 726,072 1,246,541 Six Months Ended June 30, 2018: Revenues $ 345,483 774,030 1,119,513 Adjusted EBITDA 19,171 92,157 111,328 Capital Expenditures 33,250 35,331 68,581 Six Months Ended June 30, 2017: Revenues $ 320,381 667,134 987,515 Adjusted EBITDA 24,800 73,690 98,490 Capital Expenditures 12,551 31,610 44,161 (a) As of June 30, 2018 and 2017 , total assets include assets held for sale. Inter-segment sales are not significant for any period presented. The following is a reconciliation of income before provision for income taxes, and income / (loss) from discontinued operations to Adjusted EBITDA (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Income before provision for income taxes and income / (loss) from discontinued operations $ 27,252 27,419 48,757 49,978 Restructuring and asset impairment charges, net 269 3,337 1,817 7,248 Depreciation and amortization 20,756 18,766 42,151 36,532 Acquisition costs and other 200 109 301 184 Long-term compensation expense 1,731 1,892 3,394 2,804 Interest expense, net 5,143 1,721 10,148 2,127 Net periodic benefit income (559) (479) (1,117) (958) Lease expenses (a) 2,450 - 4,900 - Other expense (b) 977 - 977 575 Adjusted EBITDA $ 58,219 $ 52,765 $ 111,328 $ 98,490 (a) Represents lease expense incurred related to certain manufacturing equipment that is being leased. Beginning in 2019, FASB ASC No. 842, Leases , will change the financial reporting for leases. Certain of the Company’s manufacturing equipment leases currently classified as operating leases will be considered financing leases under the new standard which will require the Company to record the right of use asset as additional property, plant, and equipment and the associated liability as lease debt. (b) Represents costs incurred during the three and six months ended June 30, 2018 related to the investigation of an acquisition that did not transpire, and costs incurred during the six months ended June 30, 2017 to support the refinancing of the Company’s term debt. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Note 17. Fair Value of Financial Instruments FASB ASC No. 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants, at the measurement date under current market conditions (an exit price). The exit price is based upon the amount that the holder of the asset or liability would receive or need to pay in an actual transaction or in a hypothetical transaction if an actual transaction does not exist, at the measurement date. In some circumstances, the entry and exit price may be the same; however, they are conceptually different. Fair value is generally determined based upon quoted market prices in active markets for identical assets or liabilities. If quoted market prices are not available, we use valuation techniques that place greater reliance on observable inputs and less reliance on unobservable inputs. In measuring fair value, we may make adjustments for risks and uncertainties, if a market participant would include such an adjustment in its pricing. FASB ASC No. 820 establishes a fair value hierarchy that distinguishes between assumptions based upon market data, referred to as observable inputs, and the Company’s assumptions, referred to as unobservable inputs. Determining where an asset or liability falls within that hierarchy depends on the lowest level input that is significant to the fair value measurement as a whole. An adjustment to the pricing method used within either Level 1 or Level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The hierarchy consists of three broad levels as follows: Level 1: Quoted market prices in active markets for identical assets and liabilities; Level 2: Inputs, other than Level 1 inputs, that are either directly or indirectly observable; and Level 3: Unobservable inputs developed using estimates and assumptions that reflect those that market participants would use. At June 30, 2018 , the carrying value and estimated fair value of the Company’s total debt was $ 380.2 million and $ 379.3 million, respectively. At December 31, 2017 , the carrying value and estimated fair value of the Company’s total debt was $389.4 million and $392.1 million, respectively. The majority of the Company’s debt at June 30, 2018 and December 31, 2017 was comprised of the Term Loan Credit Facility, which can be traded between financial institutions. Accordingly, this debt has been classified as Level 2. The fair value was determined based upon quoted values. The remainder of the Company’s debt, primarily consisting of foreign subsidiary indebtedness, is asset-backed and is classified as Level 3. As this debt carries variable rates and minimal credit risk, the book value approximates the fair values. The Company has foreign currency exchange hedges and an interest rate swap that were measured at fair value on a recurring basis at June 30, 2018 and December 31, 2017 . These instruments are recorded in other non-current liabilities in the Company’s Condensed Consolidated Balance Sheets and the fair value is measured using Level 2 observable inputs such as foreign currency exchange rates, swap rates, cross currency basis swap spreads and interest rate spreads. At June 30, 2018 , the foreign currency exchange hedge (net investment hedge of the Company’s European subsidiaries) and the interest rate swap had liability fair values of $ 25.5 million and $2.8 million, respectively. There were no nonrecurring items that occurred during the six months ended June 30, 2018 that required the re-measurement of fair value. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 18. Commitments and Contingencies Environmental Matters The Company owns properties which have been affected by environmental releases. The Company is actively involved in investigation and/or remediation at several of these locations. Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The established liability for environmental matters is based upon management’s best estimates, on an undiscounted basis, of expected investigation/ remediation costs related to environmental contamination. It is possible that actual costs associated with these matters will exceed the environmental reserves established by the Company. Inherent uncertainties exist in the estimates, primarily due to unknown environmental conditions, changing governmental regulations, and legal standards regarding liability and evolving technologies for handling site remediation and restoration. At June 30, 2018 and December 31, 2017 , the Company had $1.3 million accrued for environmental matters. Contingent Matters The Company will establish an accrual for matters in which losses are probable and can be reasonably estimated. These types of matters may involve additional claims that, if granted, could require the Company to pay penalties or make other expenditures in amounts that will not be estimable at the time of discovery of the matter. In these cases, a liability will be recorded at the low end of the range if no amount within the range is a better estimate in accordance with FASB ASC No. 450, Accounting for Contingencies . Litigation The Company is subject to various legal actions and claims incidental to its business, including potential lawsuits with customers or suppliers. Litigation is subject to many uncertainties and the outcome of individual litigated matters is not probable or estimable. After discussions with counsel litigating these matters, it is the opinion of management that the outcome of such matters will not have a material impact on the Company’s financial position, results of operations, or cash flows. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19. Subsequent Events On July 27, 2018, the Company made a $50 million voluntary repayment on its Term Loan Credit Facility. In connection with this prepayment, the Company accelerated the amortization of the original issue discount and the associated debt issue costs by $1 million. |
Organization and Basis of Pre27
Organization and Basis of Presentation (Policy) | 6 Months Ended |
Jun. 30, 2018 | |
Organization and Basis of Presentation [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All intercompany transactions and balances have been eliminated upon consolidation. |
Inventories (Policy)
Inventories (Policy) | 6 Months Ended |
Jun. 30, 2018 | |
Inventories [Abstract] | |
Inventories | Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Maintenance, repair, and non-productive inventory, which are considered consumables, are expensed when acquired and included in the Condensed Consolidated Statements of Operations as cost of sales. |
Derivative Financial Instrume29
Derivative Financial Instruments (Policy) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Financial Instruments[Abstract] | |
Derivative Financial Instruments | The Company does not enter into derivative financial instruments for trading or speculative purposes. On an on-going basis, the Company monitors counterparty credit ratings. The Company considers credit non-performance risk to be low because the Company enters into agreements with commercial institutions that have at least an S&P, or equivalent, investment grade credit rating. |
Segment Information (Policy)
Segment Information (Policy) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Information [Abstract] | |
Segment Information | The Company defines its operating segments as components of its business where separate financial information is available. The Company’s operating segments are routinely evaluated by management. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The Company produces engineered structural metal components and assemblies primarily serving the global automotive industry. The Company’s operations have similar economic characteristics and share fundamental characteristics, including the nature of the products, production processes, margins, customers, and distribution channels. The Company’s products include body structures stampings, chassis structures (including frames), and complex welded assemblies for small and large cars, crossovers, pickups, and SUVs. The Company is comprised of two operating and reportable segments: Europe and North America. The Company measures segment operating performance based on Adjusted EBITDA. The Company uses segment Adjusted EBITDA as the basis for the CODM to evaluate the performance of each of the Company’s reportable segments. |
Commitments and Contingencies (
Commitments and Contingencies (Policy) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies [Abstract] | |
Contingent Matters | Contingent Matters The Company will establish an accrual for matters in which losses are probable and can be reasonably estimated. These types of matters may involve additional claims that, if granted, could require the Company to pay penalties or make other expenditures in amounts that will not be estimable at the time of discovery of the matter. In these cases, a liability will be recorded at the low end of the range if no amount within the range is a better estimate in accordance with FASB ASC No. 450, Accounting for Contingencies . |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue [Abstract] | |
Summary of Vehicle Platform Mix as a Percentage of Revenue | The following table summarizes the Company’s vehicle platform mix as a percent of revenues by segment for the three months ended June 30, 2018: North America Europe Consolidated SUV (sport-utility vehicles) 55% 25% 45% Pickup 27% 0% 19% Small Car 3% 35% 13% Van 4% 22% 9% Large Car 7% 9% 8% MPV (multi-purpose vehicles) 2% 1% 2% All Other 2% 8% 4% 100% 100% 100% The following table summarizes the Company’s vehicle platform mix as a percent of revenues by segment for the six months ended June 30, 2018: North America Europe Consolidated SUV (sport-utility vehicles) 54% 24% 45% Pickup 28% 0% 19% Small Car 3% 37% 14% Van 4% 21% 9% Large Car 7% 8% 7% MPV (multi-purpose vehicles) 2% 2% 2% All Other 2% 8% 4% 100% 100% 100% |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventories [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): June 30, 2018 December 31, 2017 Raw materials $ 43,787 $ 33,929 Work in process 16,140 16,112 Finished goods 26,471 28,704 Total inventory $ 86,398 $ 78,745 |
Discontinued Operations and A34
Discontinued Operations and Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Assets Held for Sale [Abstract] | |
Financial Information of the Discontinued Operations | The following table discloses select financial information of the discontinued operations of the Company’s Brazilian and Chinese business operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Revenues $ 13,766 $ 18,820 $ 29,111 $ 48,776 Loss from sale of Wuhu discontinued operation - (2,596) - (2,596) Income / (loss) from discontinued operations: Income before provision / (benefit) for income taxes 896 1,839 1,884 3,668 Provision / (benefit) for income taxes 233 (268) 359 211 Income / (loss) from discontinued operations $ 663 $ (489) $ 1,525 $ 861 |
Disclosure of Long Lived Assets Held for Sale | The assets and liabilities held for sale are recorded at the lower of carrying value or fair value less costs to sell and are summarized by category in the following table (in thousands): June 30, 2018 December 31, 2017 ASSETS Current assets $ 21,373 $ 24,024 Property, plant, and equipment, net 24,507 29,239 Other assets, net 4,881 9,387 Fair value adjustment (18,400) (18,400) Total assets held for sale $ 32,361 $ 44,250 LIABILITIES Short-term debt and current maturities of capital lease obligations $ 727 $ 1,129 Accounts payable 10,444 11,877 Total current liabilities 11,171 13,006 Long-term debt, net of current maturities 766 1,223 Other non-current liabilities 1,881 3,107 Total non-current liabilities 2,647 4,330 Total liabilities held for sale $ 13,818 $ 17,336 |
Tooling (Tables)
Tooling (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tooling [Abstract] | |
Components of Capitalized Tooling Costs | The components of capitalized tooling costs are as follows (in thousands): June 30, 2018 December 31, 2017 Customer-owned tooling, net $ 45,397 $ 63,456 Company-owned tooling 308 277 Total tooling, net $ 45,705 $ 63,733 |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Other Intangible Assets [Abstract] | |
Schedule of Goodwill | The change in the carrying amount of goodwill is set forth below by reportable segment and on a consolidated basis (in thousands): Europe North America Consolidated Balance at December 31, 2017 $ 56,241 $ 7,424 $ 63,665 Currency translation adjustment (1,499) (48) (1,547) Balance at June 30, 2018 $ 54,742 $ 7,376 $ 62,118 |
Restructuring and Asset Impai37
Restructuring and Asset Impairment Charges (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Asset Impairment Charges [Abstract] | |
Restructuring and Aset Impairment Charges | Net restructuring and asset impairment charges for each of the Company’s segments include the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Europe $ 543 $ 616 $ 928 $ 744 North America (274) 2,721 889 6,504 Consolidated $ 269 $ 3,337 $ 1,817 $ 7,248 |
Schedule of Restructuring Charges and Asset Impairment Charges | The following table sets forth the Company’s net restructuring and asset impairment charges by type for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Employee termination costs $ 573 $ 3,172 $ 1,734 $ 6,867 Other exit costs (304) 165 83 381 Total restructuring expense $ 269 $ 3,337 $ 1,817 $ 7,248 |
Schedule of Restructuring Liability by Segment | The table below summarizes the activity in the restructuring reserve by segment, reflected in accrued liabilities and other non-current liabilities, for the above-mentioned actions through June 30, 2018 (in thousands): Europe North America Consolidated Balance at December 31, 2017 $ 977 $ 4,070 $ 5,047 Payments (1,216) (3,856) (5,072) Increase in liability 928 806 1,734 Balance at June 30, 2018 $ 689 $ 1,020 $ 1,709 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of Short-term Debt | Short-term debt consists of the following (in thousands): June 30, 2018 December 31, 2017 Current maturities of debts (excluding capital leases) $ 28,899 $ 36,500 Current maturities of capital leases - 5,548 Total short-term debt $ 28,899 $ 42,048 |
Schedule of Long-term Debt | Long-term debt consists of the following (in thousands): June 30, 2018 December 31, 2017 Term Loan Credit Facility (net of discount of $2,105 and $2,288 ) $ 354,877 $ 356,501 Amended Revolving Credit Facility - - Other foreign subsidiary indebtedness 25,284 32,885 Debt issue costs (7,472) (8,148) Total debt 372,689 381,238 Less: Current maturities of debts (excluding capital leases) (28,899) (36,500) Total long-term debt $ 343,790 $ 344,738 |
Subsidiaries [Member] | Foreign Line of Credit [Member] | |
Schedule of Long-term Debt | The change in foreign subsidiary indebtedness from December 31, 2017 to June 30, 2018 is explained by the following (in thousands): Europe Balance at December 31, 2017 $ 32,885 Change in borrowings on credit facilities, net (8,880) Foreign exchange impact 1,279 Balance at June 30, 2018 $ 25,284 |
Derivative Financial Instrume39
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Financial Instruments[Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | At June 30, 2018 and December 31, 2017 , the U.S. dollar / Euro exchange spot rate was $1.1670 and $1.2009 , respectively. The following amounts were recorded in the Condensed Consolidated Balance Sheets as being payable to counterparties under FASB ASC No. 815 (in thousands): Location June 30, 2018 December 31, 2017 Cross currency swap Other non-current liabilities $ 25,506 $ 27,001 Interest rate swap Other non-current liabilities 2,833 8,918 |
Derivative Instruments, Gain (Loss) | The following table presents the deferred gain / (loss) reported in AOCI at June 30, 2018 and December 31, 2017 (in thousands): Deferred gain in AOCI June 30, 2018 December 31, 2017 Cross currency swap $ 15,496 $ 9,849 Interest rate swap 91 (7,537) Total $ 15,587 $ 2,312 |
Amounts Reported in Interest Expense in the Statement of Operations and the Effects of Hedging | The following table presents the total amounts reported in interest expense (income) in the Condensed Consolidated Statement of Operations and the effects of hedging on those line items: Three Months Ended June 30, Six Months Ended June 30, 2018 2018 Interest expense $ 5,255 $ 10,417 Effect of hedging (363) (491) |
Retirement Plans (Tables)
Retirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Retirement Plans [Abstract] | |
Components of Net Periodic Pension Benefit and Other Post-retirement Benefit Costs | The following tables provide the components of net periodic pension benefit cost and other post-retirement benefit cost (in thousands): Pension Benefits Other Benefits Three Months Ended June 30, Three Months Ended June 30, 2018 2017 2018 2017 Service cost $ 5 $ 5 $ 2 $ 2 Interest cost 1,835 1,924 128 136 Expected return on plan assets (a) (2,537) (2,555) - - Amortization of prior service credit (24) (24) 32 33 Net periodic benefit cost / (income) $ (721) $ (650) $ 162 $ 171 Pension Benefits Other Benefits Six Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Service cost $ 9 $ 10 $ 3 $ 4 Interest cost 3,671 3,848 256 272 Expected return on plan assets (a) (5,075) (5,110) - - Amortization of prior service credit (47) (48) 66 66 Net periodic benefit cost / (income) $ (1,442) $ (1,300) $ 325 $ 342 (a) Expected rate of return on plan assets is 7.40% for 2018 and was 7.40% for |
Stockholders' Equity and Nonc41
Stockholders' Equity and Noncontrolling Interests (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders’ Equity and Noncontrolling Interests [Abstract] | |
Schedule of Stockholders' Equity | The table below provides a reconciliation of the carrying amount of total stockholders’ equity, including stockholders’ equity attributable to Tower International, Inc. (“Tower”) and equity attributable to the noncontrolling interests (“NCI”) (in thousands): Six Months Ended June 30, 2018 2017 Tower NCI Total Tower NCI Total Stockholders' equity beginning balance $ 269,872 $ - $ 269,872 $ 207,795 $ 6,144 $ 213,939 Net income 39,676 - 39,676 36,561 110 36,671 Other comprehensive income / (loss): Foreign currency translation adjustments (10,137) - (10,137) 13,237 52 13,289 Unrealized loss on qualifying cash flow hedge 5,723 - 5,723 (4,613) - (4,613) Total comprehensive income 35,262 - 35,262 45,185 162 45,347 Vesting of RSUs - - - 2 - 2 Treasury stock (474) - (474) (762) - (762) Share based compensation expense 1,609 - 1,609 1,098 - 1,098 Proceeds from stock options exercised 219 - 219 1,052 - 1,052 Dividend paid (4,937) - (4,937) (4,498) - (4,498) Cumulative effect of the adoption of ASU No. 2016-09 - - - 5,329 - 5,329 Cumulative effect of the adoption of ASU No. 2017-12, net of tax of $1.3 million (3,848) - (3,848) - - - Noncontrolling interest dividends - Wuhu - - - - (6,306) (6,306) Stockholders' equity ending balance $ 297,703 $ - $ 297,703 $ 255,201 $ - $ 255,201 |
Components of Accumulated Other Comprehensive Loss | The following table presents the components of accumulated other comprehensive loss (in thousands): As of June 30, 2018 As of December 31, 2017 Change Foreign currency translation adjustments, net of tax expense of $1.5 million and $0.1 million $ (34,998) $ (24,861) $ (10,137) Defined benefit plans, net of tax expense of $15 million and $15 million (38,249) (38,249) - Unrealized loss on qualifying cash flow hedge, net of tax (benefit) of ( $0.9 ) million and ( $2.8 ) million 1,025 (4,698) 5,723 Accumulated other comprehensive loss $ (72,222) $ (67,808) $ (4,414) The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended June 30, 2018 : Unrealized loss on Foreign Currency Qualifying cash flow Defined Benefit Translation Hedge Plan Adjustments Total Balance at March 31, 2018 $ (583) $ (38,249) $ (18,556) $ (57,388) Other comprehensive income before reclassification 1,608 - (16,442) (14,834) Net current-period other comprehensive income 1,608 - (16,442) (14,834) Balance at June 30, 2018 $ 1,025 $ (38,249) $ (34,998) $ (72,222) The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended June 30, 2017 : Unrealized loss on Foreign Currency Qualifying cash flow Defined Benefit Translation Hedge Plan Adjustments Total Balance at March 31, 2017 $ (4,074) $ (38,972) $ (38,581) $ (81,627) Other comprehensive loss before reclassification (539) - 7,407 6,868 Net current-period other comprehensive loss (539) - 7,407 6,868 Balance at June 30, 2017 $ (4,613) $ (38,972) $ (31,174) $ (74,759) The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the six months ended June 30, 2018 : Unrealized loss on Foreign Currency Qualifying cash flow Defined Benefit Translation Hedge Plan Adjustments Total Balance at December 31, 2017 $ (4,698) $ (38,249) $ (24,861) $ (67,808) Other comprehensive income before reclassification 5,723 - (10,137) (4,414) Net current-period other comprehensive income 5,723 - (10,137) (4,414) Balance at June 30, 2018 $ 1,025 $ (38,249) $ (34,998) $ (72,222) The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the six months ended June 30, 2017 : Unrealized loss on Foreign Currency Qualifying cash flow Defined Benefit Translation Hedge Plan Adjustments Total Balance at December 31, 2016 $ - $ (38,972) $ (44,411) $ (83,383) Other comprehensive loss before reclassification (4,613) - 13,237 8,624 Net current-period other comprehensive loss (4,613) - 13,237 8,624 Balance at June 30, 2017 $ (4,613) $ (38,972) $ (31,174) $ (74,759) |
Earnings per Share ("EPS") (Tab
Earnings per Share ("EPS") (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings per Share (“EPS”) [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A summary of the information used to compute basic and diluted net income per share attributable to Tower International, Inc. is shown below (in thousands – except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Income from continuing operations $ 21,713 $ 19,747 $ 38,151 $ 35,810 Income / (loss) from discontinued operations, net of tax 663 (489) 1,525 861 Net income 22,376 19,258 39,676 36,671 Less: Net income attributable to the noncontrolling interests - 42 - 110 Net income attributable to Tower International, Inc. $ 22,376 $ 19,216 $ 39,676 $ 36,561 Basic income per share: Continuing operations $ 1.05 $ 0.96 $ 1.85 $ 1.74 Discontinued operations 0.03 (0.02) 0.07 0.04 Net income attributable to Tower International, Inc. 1.09 0.94 1.93 1.79 Basic weighted average shares outstanding 20,597,482 20,508,890 20,577,161 20,467,281 Diluted income per share: Continuing operations $ 1.04 $ 0.95 $ 1.82 $ 1.72 Discontinued operations 0.03 (0.02) 0.07 0.04 Net income attributable to Tower International, Inc. 1.07 0.92 1.89 1.76 Diluted weighted average shares outstanding 20,986,122 20,805,931 20,969,142 20,813,100 |
Share-Based and Long-Term Com43
Share-Based and Long-Term Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Share-Based and Long-Term Compensation [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes the Company’s award activity during the six months ended June 30, 2018 : Options Restricted Stock Units Weighted Weighted Average Average Grant Outstanding at: Shares Exercise Price Shares Date Fair Value December 31, 2017 365,677 $ 12.22 213,022 $ 26.30 Granted - - 239,232 26.27 Options exercised or RSUs vested (17,466) 12.54 (62,225) 26.32 Forfeited - - (3,192) 26.16 June 30, 2018 348,211 $ 12.20 386,837 $ 26.28 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Information [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following is a summary of select data for each of the Company’s reportable segments (in thousands): Europe North America Total Three Months Ended June 30, 2018: Revenues $ 173,844 $ 382,163 $ 556,007 Adjusted EBITDA 10,442 47,777 58,219 Capital Expenditures 15,170 24,469 39,639 Total Assets (a) 504,043 743,078 1,247,121 Three Months Ended June 30, 2017: Revenues $ 160,229 $ 329,696 $ 489,925 Adjusted EBITDA 13,628 39,137 52,765 Capital Expenditures 5,581 14,671 20,252 Total Assets (a) 520,469 726,072 1,246,541 Six Months Ended June 30, 2018: Revenues $ 345,483 774,030 1,119,513 Adjusted EBITDA 19,171 92,157 111,328 Capital Expenditures 33,250 35,331 68,581 Six Months Ended June 30, 2017: Revenues $ 320,381 667,134 987,515 Adjusted EBITDA 24,800 73,690 98,490 Capital Expenditures 12,551 31,610 44,161 (a) As of June 30, 2018 and 2017 , total assets include assets held for sale. |
Reconciliation of Adjusted EBITDA to Income loss Before Income Taxes | The following is a reconciliation of income before provision for income taxes, and income / (loss) from discontinued operations to Adjusted EBITDA (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Income before provision for income taxes and income / (loss) from discontinued operations $ 27,252 27,419 48,757 49,978 Restructuring and asset impairment charges, net 269 3,337 1,817 7,248 Depreciation and amortization 20,756 18,766 42,151 36,532 Acquisition costs and other 200 109 301 184 Long-term compensation expense 1,731 1,892 3,394 2,804 Interest expense, net 5,143 1,721 10,148 2,127 Net periodic benefit income (559) (479) (1,117) (958) Lease expenses (a) 2,450 - 4,900 - Other expense (b) 977 - 977 575 Adjusted EBITDA $ 58,219 $ 52,765 $ 111,328 $ 98,490 (a) Represents lease expense incurred related to certain manufacturing equipment that is being leased. Beginning in 2019, FASB ASC No. 842, Leases , will change the financial reporting for leases. Certain of the Company’s manufacturing equipment leases currently classified as operating leases will be considered financing leases under the new standard which will require the Company to record the right of use asset as additional property, plant, and equipment and the associated liability as lease debt. (b) Represents costs incurred during the three and six months ended June 30, 2018 related to the investigation of an acquisition that did not transpire, and costs incurred during the six months ended June 30, 2017 to support the refinancing of the Company’s term debt. |
New Accounting Pronouncements (
New Accounting Pronouncements (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accounting Standards Update 2016-02 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Effect of new ASU adoption on Right-of-use (ROU) assets | $ 111,000 | $ 72,000 |
Accounting Standards Update 2017-12 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect adjustment of adoption of new ASU | 5,100 | |
Effect of new ASU adoption on Right-of-use (ROU) assets | (3,848) | |
Tax effect adjustment | $ 1,300 |
Revenue (Narrative) (Details)
Revenue (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Payment terms, description | generally require payment within 30 to 60 days of invoice date | |
Accounts receivable | $ 293,093 | $ 239,319 |
Minimum [Member] | ||
Customer's purchasing requirements fulfillment per contract, production period | 3 years | |
Maximum [Member] | ||
Customer's purchasing requirements fulfillment per contract, production period | 10 years |
Revenue (Summary of Vechile Pla
Revenue (Summary of Vechile Platform Mix as a Percentage of Revenue) (Details) - Sales Revenue, Net [Member] | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Percentage of consolidated revenue | 100.00% | 100.00% |
SUV (Sport Utility Vehicles) [Member] | ||
Percentage of consolidated revenue | 45.00% | 45.00% |
Pickup [Member] | ||
Percentage of consolidated revenue | 19.00% | 19.00% |
Small Car [Member] | ||
Percentage of consolidated revenue | 13.00% | 14.00% |
Van [Member] | ||
Percentage of consolidated revenue | 9.00% | 9.00% |
Large Car [Member] | ||
Percentage of consolidated revenue | 8.00% | 7.00% |
MPV (Multi-Purpose Vehicles) [Member] | ||
Percentage of consolidated revenue | 2.00% | 2.00% |
All Other [Member] | ||
Percentage of consolidated revenue | 4.00% | 4.00% |
North America [Member] | ||
Percentage of consolidated revenue | 100.00% | 100.00% |
North America [Member] | SUV (Sport Utility Vehicles) [Member] | ||
Percentage of consolidated revenue | 55.00% | 54.00% |
North America [Member] | Pickup [Member] | ||
Percentage of consolidated revenue | 27.00% | 28.00% |
North America [Member] | Small Car [Member] | ||
Percentage of consolidated revenue | 3.00% | 3.00% |
North America [Member] | Van [Member] | ||
Percentage of consolidated revenue | 4.00% | 4.00% |
North America [Member] | Large Car [Member] | ||
Percentage of consolidated revenue | 7.00% | 7.00% |
North America [Member] | MPV (Multi-Purpose Vehicles) [Member] | ||
Percentage of consolidated revenue | 2.00% | 2.00% |
North America [Member] | All Other [Member] | ||
Percentage of consolidated revenue | 2.00% | 2.00% |
Europe [Member] | ||
Percentage of consolidated revenue | 100.00% | 100.00% |
Europe [Member] | SUV (Sport Utility Vehicles) [Member] | ||
Percentage of consolidated revenue | 25.00% | 24.00% |
Europe [Member] | Pickup [Member] | ||
Percentage of consolidated revenue | 0.00% | 0.00% |
Europe [Member] | Small Car [Member] | ||
Percentage of consolidated revenue | 35.00% | 37.00% |
Europe [Member] | Van [Member] | ||
Percentage of consolidated revenue | 22.00% | 21.00% |
Europe [Member] | Large Car [Member] | ||
Percentage of consolidated revenue | 9.00% | 8.00% |
Europe [Member] | MPV (Multi-Purpose Vehicles) [Member] | ||
Percentage of consolidated revenue | 1.00% | 2.00% |
Europe [Member] | All Other [Member] | ||
Percentage of consolidated revenue | 8.00% | 8.00% |
Inventories (Schedule of Invent
Inventories (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventories [Abstract] | ||
Raw materials | $ 43,787 | $ 33,929 |
Work in process | 16,140 | 16,112 |
Finished goods | 26,471 | 28,704 |
Total inventory | $ 86,398 | $ 78,745 |
Discontinued Operations and A49
Discontinued Operations and Assets Held for Sale (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from disposition of China JVs, net | $ 15,900 | $ 4,314 | $ 15,944 | |||
Brazilian and Chinese [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Loss from sale of Wuhu discontinued operation | $ (2,596) | $ (2,596) | ||||
Ningbo Joint Venture [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from disposition of China JVs, net | $ 4,300 | |||||
Tower Automotive (Wuhu) Company Limited and Tower (Ningbo) DIT Automotive Productions Company Limited [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from disposition of China JVs, net | $ 4,500 | |||||
Scenario, Plan [Member] | Ningbo Joint Venture [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from disposition of China JVs, net | $ 4,000 | |||||
Scenario, Plan [Member] | Tower Automotive (Wuhu) Company Limited and Tower (Ningbo) DIT Automotive Productions Company Limited [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from disposition of China JVs, net | $ 21,000 |
Discontinued Operations and A50
Discontinued Operations and Assets Held for Sale (Financial Information of the Discontinued Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income / (loss) from discontinued operations: | ||||
Income / (loss) from discontinued operations | $ 663 | $ (489) | $ 1,525 | $ 861 |
Brazilian and Chinese [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | 13,766 | 18,820 | 29,111 | 48,776 |
Loss from sale of Wuhu discontinued operation | (2,596) | (2,596) | ||
Income / (loss) from discontinued operations: | ||||
Income / (loss) before provision for income taxes and equity in income / (loss) of joint venture | 896 | 1,839 | 1,884 | 3,668 |
Provision / (benefit) for income taxes | 233 | (268) | 359 | 211 |
Income / (loss) from discontinued operations | $ 663 | $ (489) | $ 1,525 | $ 861 |
Discontinued Operations and A51
Discontinued Operations and Assets Held for Sale (Disclosure of Long Lived Assets Held for Sale) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
ASSETS | ||
Total assets held for sale | $ 32,361 | $ 44,250 |
LIABILITIES | ||
Total liabilities held for sale | 13,818 | 17,336 |
Brazil Operations [Member] | ||
ASSETS | ||
Current assets | 21,373 | 24,024 |
Property, plant, and equipment, net | 24,507 | 29,239 |
Other assets, net | 4,881 | 9,387 |
Fair value adjustment | (18,400) | (18,400) |
Total assets held for sale | 32,361 | 44,250 |
LIABILITIES | ||
Short-term debt and current maturities of capital lease obligations | 727 | 1,129 |
Accounts payable | 10,444 | 11,877 |
Total current liabilities | 11,171 | 13,006 |
Long-term debt, net of current maturities | 766 | 1,223 |
Other non-current liabilities | 1,881 | 3,107 |
Total non-current liabilities | 2,647 | 4,330 |
Total liabilities held for sale | $ 13,818 | $ 17,336 |
Tooling (Components of Capitali
Tooling (Components of Capitalized Tooling Costs) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Tooling [Abstract] | ||
Customer-owned tooling, net | $ 45,397 | $ 63,456 |
Company-owned tooling | 308 | 277 |
Total tooling, net | $ 45,705 | $ 63,733 |
Goodwill and Other Intangible53
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 108 | $ 113 | $ 220 | $ 216 | |
North America [Member] | Corporate Segment [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 100 | $ 100 | $ 200 | $ 200 | |
North America [Member] | Customer Relationships [Member] | Corporate Segment [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, amortization basis | amortized on a straight-line basis | ||||
Finite-lived intangible assets, useful life | 7 years | ||||
Finite-lived intangible assets acquired | $ 3,600 |
Goodwill and Other Intangible54
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Line Items] | |
Balance beginning | $ 63,665 |
Balance ending | 62,118 |
Corporate Segment [Member] | |
Goodwill [Line Items] | |
Balance beginning | 63,665 |
Currency translation adjustment | (1,547) |
Balance ending | 62,118 |
Corporate Segment [Member] | North America [Member] | |
Goodwill [Line Items] | |
Balance beginning | 7,424 |
Currency translation adjustment | (48) |
Balance ending | 7,376 |
Corporate Segment [Member] | Europe [Member] | |
Goodwill [Line Items] | |
Balance beginning | 56,241 |
Currency translation adjustment | (1,499) |
Balance ending | $ 54,742 |
Restructuring and Asset Impai55
Restructuring and Asset Impairment Charges (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||
Lease agreement amendment, liability adjustment | $ 300 | |
Corporate Segment [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Payments for restructuring | $ 5,072 | |
Corporate Segment [Member] | Europe [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Payments for restructuring | 1,216 | |
Corporate Segment [Member] | North America [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Payments for restructuring | $ 3,856 |
Restructuring and Asset Impai56
Restructuring and Asset Impairment Charges (Restructuring and Related Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges and asset impairments | $ 269 | $ 3,337 | $ 1,817 | $ 7,248 |
Corporate Segment [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges and asset impairments | 269 | 3,337 | 1,817 | 7,248 |
Corporate Segment [Member] | Europe [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges and asset impairments | 543 | 616 | 928 | 744 |
Corporate Segment [Member] | North America [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges and asset impairments | $ (274) | $ 2,721 | $ 889 | $ 6,504 |
Restructuring and Asset Impai57
Restructuring and Asset Impairment Charges (Schedule of Restructuring Charges and Asset Impairment Charges) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restructuring Charges [Abstract] | ||||
Employee termination costs | $ 573 | $ 3,172 | $ 1,734 | $ 6,867 |
Other exit costs | (304) | 165 | 83 | 381 |
Total restructuring expense | $ 269 | $ 3,337 | $ 1,817 | $ 7,248 |
Restructuring and Asset Impai58
Restructuring and Asset Impairment Charges (Schedule of Restructuring Liability by Segment) (Details) - Corporate Segment [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | $ 5,047 |
Payments | (5,072) |
Increase in liability | 1,734 |
Ending Balance | 1,709 |
Europe [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 977 |
Payments | (1,216) |
Increase in liability | 928 |
Ending Balance | 689 |
North America [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 4,070 |
Payments | (3,856) |
Increase in liability | 806 |
Ending Balance | $ 1,020 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) $ in Thousands, € in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018EUR (€) | Dec. 31, 2017USD ($) | Mar. 07, 2017USD ($) | |
Debt [Line Items] | |||||||
Line of credit facility, covenant compliance | the Company was in compliance with the financial covenants that govern its credit agreements. | ||||||
Deferred finance costs, net | $ 7,472 | $ 7,472 | $ 8,148 | ||||
Capital lease obligations | 5,548 | ||||||
Long-term debt | 372,689 | 372,689 | 381,238 | ||||
Interest expenses, related to amortization of debt issue cost | 400 | $ 500 | $ 700 | $ 1,300 | |||
Payments of financing costs | $ 4,747 | ||||||
Term Loan Credit Facility [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, interest rate terms | Term Loan Credit Facility is March 7, 2024 and the Term Loans bear interest at (i) the Alternate Base Rate plus a margin of 1.75% or (ii) the Adjusted LIBO Rate (calculated by multiplying the applicable LIBOR rate by a statutory reserve rate) plus a margin of 2.75%. | ||||||
Debt instrument, unamortized discount | $ 2,105 | $ 2,105 | 2,288 | ||||
Debt instrument, interest rate, basis for effective rate | 4.8125% | 4.8125% | 4.8125% | ||||
Long-term debt | $ 354,877 | $ 354,877 | 356,501 | ||||
Term Loan Credit Facility [Member] | Base Rate [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
Term Loan Credit Facility [Member] | Adjusted London Interbank Offered Rate [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.75% | ||||||
Third Refinancing Term Loan Amendment [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, expiration date | Mar. 7, 2024 | ||||||
Long-term debt | $ 358,900 | ||||||
Factoring Finance [Member] | Europe [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 25,300 | $ 25,300 | € 21.6 | ||||
Debt, weighted average interest rate | 2.50% | 2.50% | 2.50% | ||||
Factoring Finance [Member] | Europe [Member] | Minimum [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, interest rate, basis for effective rate | 2.18% | 2.18% | 2.18% | ||||
Factoring Finance [Member] | Europe [Member] | Minimum [Member] | Euro Interbank Offered Rate [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||
Factoring Finance [Member] | Europe [Member] | Maximum [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, interest rate, basis for effective rate | 2.68% | 2.68% | 2.68% | ||||
Factoring Finance [Member] | Europe [Member] | Maximum [Member] | Euro Interbank Offered Rate [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||
Fourth Amended Revolving Credit Facility [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, expiration date | Mar. 7, 2022 | ||||||
Line of credit facility, maximum borrowing capacity | 200,000 | ||||||
Line of credit facility, current borrowing capacity | $ 192,100 | $ 192,100 | |||||
Line of credit facility, commitment fee percentage | 0.50% | ||||||
Fourth Amended Revolving Credit Facility [Member] | Base Rate [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, applicable margin | 1.25% | 1.25% | 1.25% | ||||
Fourth Amended Revolving Credit Facility [Member] | LIBOR [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, applicable margin | 2.25% | 2.25% | 2.25% | ||||
Foreign Line of Credit [Member] | Europe [Member] | Secured Debt [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, expiration date | Oct. 31, 2017 | ||||||
Line of credit facility, current borrowing capacity | $ 9,800 | $ 9,800 | € 8.4 | ||||
Foreign Line of Credit [Member] | Europe [Member] | Secured Debt [Member] | Euro Interbank Offered Rate [Member] | |||||||
Debt [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.15% | ||||||
Letter of Credit [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 30,000 | ||||||
Long-term line of credit | 7,900 | $ 7,900 | |||||
Subsidiaries [Member] | Foreign Line of Credit [Member] | Europe [Member] | |||||||
Debt [Line Items] | |||||||
Long-term debt | $ 25,284 | $ 25,284 | $ 32,885 | ||||
Subsidiaries [Member] | Foreign Line of Credit [Member] | Europe [Member] | Secured Debt [Member] | |||||||
Debt [Line Items] | |||||||
Line of credit facility, expiration date | Nov. 1, 2022 | ||||||
Line of credit facility, applicable margin | 1.95% | 1.95% | 1.95% | ||||
Line of credit facility, current borrowing capacity | $ 40,900 | $ 40,900 | € 35 | ||||
Line of credit facility, commitment fee percentage | 0.6825% |
Debt (Schedule of Short-term De
Debt (Schedule of Short-term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt [Abstract] | ||
Current maturities of debts (excluding capital leases) | $ 28,899 | $ 36,500 |
Current maturities of capital leases | 5,548 | |
Total short-term debt | $ 28,899 | $ 42,048 |
Debt (Schedule of Long-term Deb
Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total debt | $ 372,689 | $ 381,238 |
Less: Current maturities of debts (excluding capital leases) | (28,899) | (36,500) |
Total long-term debt | 343,790 | 344,738 |
Debt issue costs | (7,472) | (8,148) |
Term Loan Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 354,877 | 356,501 |
Debt instrument, unamortized discount | 2,105 | 2,288 |
Europe [Member] | Subsidiaries [Member] | Foreign Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 25,284 | $ 32,885 |
Debt (Schedule of Debt - Other
Debt (Schedule of Debt - Other Foreign Subsidiary) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Line of Credit Facility [Line Items] | |
Balance at December 31, 2017 | $ 381,238 |
Balance at June 30, 2018 | 372,689 |
Foreign Line of Credit [Member] | Subsidiaries [Member] | Europe [Member] | |
Line of Credit Facility [Line Items] | |
Balance at December 31, 2017 | 32,885 |
Change in borrowings on credit facilities, net | (8,880) |
Foreign exchange impact | 1,279 |
Balance at June 30, 2018 | $ 25,284 |
Derivative Financial Instrume63
Derivative Financial Instruments (Narrative) (Details) $ in Thousands, € in Millions | Aug. 31, 2017USD ($) | Mar. 07, 2017USD ($)$ / item | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2016 | Dec. 31, 2017USD ($) | Apr. 16, 2015 | Jan. 23, 2015EUR (€) | Oct. 17, 2014USD ($)$ / item | Oct. 17, 2014EUR (€)$ / item |
Foreign currency exchange rate, remeasurement | 1.1670 | 1.1670 | 1.2009 | |||||||||
Accumulated other comprehensive income | $ 1,025 | $ 1,025 | $ (4,698) | |||||||||
Interest expense | 5,255 | $ 1,807 | $ 10,417 | $ 2,260 | ||||||||
Interest Rate Swap [Member] | ||||||||||||
Derivative, notional amount | $ 186,100 | $ 186,100 | $ 200,000 | |||||||||
Derivative, maturity date | Mar. 7, 2024 | Mar. 7, 2024 | Apr. 16, 2020 | Apr. 16, 2020 | ||||||||
Derivative, fixed interest rate | 5.878% | 5.628% | 5.09% | |||||||||
Accumulated other comprehensive income | 6,400 | $ 6,400 | ||||||||||
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | ||||||||||||
Interest expense | $ 300 | $ 600 | ||||||||||
Currency Swap [Member] | ||||||||||||
Derivative, notional amount | € | € 178 | € 157.1 | ||||||||||
Derivative, forward exchange strike price | $ / item | 1.04795 | 1.2733 | 1.2733 | |||||||||
Derivative, maturity date | Mar. 7, 2024 | Apr. 16, 2020 | Apr. 16, 2020 | |||||||||
Derivative, fixed interest rate | 2.85% | 3.40% |
Derivative Financial Instrume64
Derivative Financial Instruments (Schedule of Derivative Instruments in Statement of Financial Position, Fair Value) (Details) - Other Noncurrent Liabilities [Member] - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Interest Rate Swap [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative liability | $ 2,833 | $ 8,918 |
Currency Swap [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative liability | $ 25,506 | $ 27,001 |
Derivative Financial Instrume65
Derivative Financial Instruments (Derivative Instruments, Gain (Loss) -Deferred Gain in AOCI) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Total deferred gain / (loss) in AOCI | $ 15,587 | $ 2,312 |
Interest Rate Swap [Member] | ||
Total deferred gain / (loss) in AOCI | 91 | (7,537) |
Currency Swap [Member] | ||
Total deferred gain / (loss) in AOCI | $ 15,496 | $ 9,849 |
Derivative Financial Instrume66
Derivative Financial Instruments (Amounts Reported in Interest Expense in the Statement of Operations and the Effects of Hedging) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative Financial Instruments[Abstract] | ||||
Interest expense | $ 5,255 | $ 1,807 | $ 10,417 | $ 2,260 |
Effect of hedging | $ (363) | $ (491) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Taxes [Abstract] | ||||
Income tax expense (benefit) | $ 5,539 | $ 7,672 | $ 10,606 | $ 14,168 |
Income (loss) from continuing operations before equity method investments, income taxes, noncontrolling interest | $ 27,252 | $ 27,419 | $ 48,757 | $ 49,978 |
Effective tax rate | 20.30% | 28.10% | 21.80% | 28.40% |
Deferred federal income tax expense (benefit) | $ 3,200 | $ 5,600 | $ 5,900 | $ 10,800 |
Retirement Plans (Narrative ) (
Retirement Plans (Narrative ) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | |
Pension contributions | $ 1.7 | $ 3.2 | |
Defined contribution plan, employer discretionary contribution amount | $ 1.7 | $ 3.3 | |
Scenario, Forecast [Member] | |||
Pension contributions | $ 6.1 |
Retirement Plans (Components of
Retirement Plans (Components of Net Periodic Pension Benefit and Other Post-retirement Benefit Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit plan, assumptions used calculating net periodic benefit cost, expected long-term return on assets | 7.40% | 7.40% | 7.40% | 7.40% |
Pension Plan, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 5 | $ 5 | $ 9 | $ 10 |
Interest cost | 1,835 | 1,924 | 3,671 | 3,848 |
Expected return on plan assets | (2,537) | (2,555) | (5,075) | (5,110) |
Amortization of prior service credit | (24) | (24) | (47) | (48) |
Net periodic benefit cost / (income) | (721) | (650) | (1,442) | (1,300) |
Other Postretirement Benefit Plan, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 2 | 2 | 3 | 4 |
Interest cost | 128 | 136 | 256 | 272 |
Amortization of prior service credit | 32 | 33 | 66 | 66 |
Net periodic benefit cost / (income) | $ 162 | $ 171 | $ 325 | $ 342 |
Stockholders' Equity and Nonc70
Stockholders' Equity and Noncontrolling Interests (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | 24 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 17, 2016 | |
Stockholders’ Equity and Noncontrolling Interests [Abstract] | ||||
Stock repurchase program, authorized amount | $ 100,000 | |||
Treasury stock, shares, acquired | 0 | 829,648 | ||
Treasury Stock, Value, Acquired, Cost Method | $ 474 | $ 762 | $ 18,900 |
Stockholders' Equity and Nonc71
Stockholders' Equity and Noncontrolling Interests (Schedule of Stockholders Equity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 24 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | |
Stockholders' Equity and Noncontrolling Interests [Line Items] | |||||
Stockholders' equity beginning balance | $ 269,872 | $ 213,939 | |||
Net income | $ 22,376 | $ 19,258 | 39,676 | 36,671 | |
Other comprehensive income / (loss): | |||||
Foreign currency translation adjustments | (16,442) | 7,407 | (10,137) | 13,289 | |
Unrealized loss on qualifying cash flow hedge | 1,608 | (539) | 5,723 | (4,613) | |
Total comprehensive income/(loss) | 7,542 | 26,126 | 35,262 | 45,347 | |
Vesting of RSUs | 2 | ||||
Treasury stock | (474) | (762) | $ (18,900) | ||
Share based compensation expense | 1,609 | 1,098 | |||
Proceeds from stock options exercised | 219 | 1,052 | |||
Dividend paid | (4,937) | (4,498) | |||
Noncontrolling interest dividends | (6,306) | ||||
Stockholders' equity ending balance | 297,703 | 255,201 | 297,703 | 255,201 | 297,703 |
Accounting Standards Update 2016-09 [Member] | |||||
Other comprehensive income / (loss): | |||||
Cumulative effect of a change in accounting principle adoption | 5,329 | 5,329 | |||
Accounting Standards Update 2017-12 [Member] | |||||
Other comprehensive income / (loss): | |||||
Cumulative effect of a change in accounting principle adoption | (3,848) | (3,848) | (3,848) | ||
Tax effect adjustment | 1,300 | ||||
Tower International [Member] | |||||
Stockholders' Equity and Noncontrolling Interests [Line Items] | |||||
Stockholders' equity beginning balance | 269,872 | 207,795 | |||
Net income | 39,676 | 36,561 | |||
Other comprehensive income / (loss): | |||||
Foreign currency translation adjustments | (10,137) | 13,237 | |||
Unrealized loss on qualifying cash flow hedge | 5,723 | (4,613) | |||
Total comprehensive income/(loss) | 35,262 | 45,185 | |||
Vesting of RSUs | 2 | ||||
Treasury stock | (474) | (762) | |||
Share based compensation expense | 1,609 | 1,098 | |||
Proceeds from stock options exercised | 219 | 1,052 | |||
Dividend paid | (4,937) | (4,498) | |||
Stockholders' equity ending balance | 297,703 | 255,201 | 297,703 | 255,201 | 297,703 |
Tower International [Member] | Accounting Standards Update 2016-09 [Member] | |||||
Other comprehensive income / (loss): | |||||
Cumulative effect of a change in accounting principle adoption | $ 5,329 | 5,329 | |||
Tower International [Member] | Accounting Standards Update 2017-12 [Member] | |||||
Other comprehensive income / (loss): | |||||
Cumulative effect of a change in accounting principle adoption | $ (3,848) | $ (3,848) | $ (3,848) | ||
Noncontrolling Interest [Member] | |||||
Stockholders' Equity and Noncontrolling Interests [Line Items] | |||||
Stockholders' equity beginning balance | 6,144 | ||||
Net income | 110 | ||||
Other comprehensive income / (loss): | |||||
Foreign currency translation adjustments | 52 | ||||
Total comprehensive income/(loss) | 162 | ||||
Noncontrolling interest dividends | $ (6,306) |
Stockholders' Equity and Nonc72
Stockholders' Equity and Noncontrolling Interests (Components of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Stockholders’ Equity and Noncontrolling Interests [Abstract] | ||
Foreign currency translation adjustments, net of tax expense of $1.5 million and $0.1 million | $ (34,998) | $ (24,861) |
Defined benefit plans, net of tax of $15 million and $15 million | (38,249) | (38,249) |
Unrealized loss on qualifying cash flow hedge, net of tax (benefit) of ($0.9) million and ($2.8) million | 1,025 | (4,698) |
Accumulated other comprehensive loss | (72,222) | (67,808) |
Other comprehensive loss attributable to Tower, foreign currency translation adjustments | (10,137) | |
Unrealized loss on qualifying cash flow hedge, net of tax (benefit) | 5,723 | |
Other comprehensive loss attributable to Tower, accumulated other comprehensive loss | (4,414) | |
Foreign currency translation adjustment, tax | 1,500 | 100 |
Defined benefit plans, tax | 15,000 | 15,000 |
Unrealized loss on qualifying cash flow hedge, tax expense / (benefit) | $ (900) | $ (2,800) |
Stockholders' Equity and Nonc73
Stockholders' Equity and Noncontrolling Interests (Schedule of Changes in Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Member] | ||||
Stockholders' equity beginning balance | $ (57,388) | $ (81,627) | $ (67,808) | $ (83,383) |
Other comprehensive income before reclassification | (14,834) | 6,868 | (4,414) | 8,624 |
Net current-period other comprehensive income | (14,834) | 6,868 | (4,414) | 8,624 |
Stockholders' equity ending balance | (72,222) | (74,759) | (72,222) | (74,759) |
Unrealized loss on Qualifying cash flow Hedge [Member] | ||||
Stockholders' equity beginning balance | (583) | (4,074) | (4,698) | |
Other comprehensive income before reclassification | 1,608 | (539) | 5,723 | (4,613) |
Net current-period other comprehensive income | 1,608 | (539) | 5,723 | (4,613) |
Stockholders' equity ending balance | 1,025 | (4,613) | 1,025 | (4,613) |
Defined Benefit Plan [Member] | ||||
Stockholders' equity beginning balance | (38,249) | (38,972) | (38,249) | (38,972) |
Stockholders' equity ending balance | (38,249) | (38,972) | (38,249) | (38,972) |
Foreign Currency Translation Adjustments [Member] | ||||
Stockholders' equity beginning balance | (18,556) | (38,581) | (24,861) | (44,411) |
Other comprehensive income before reclassification | (16,442) | 7,407 | (10,137) | 13,237 |
Net current-period other comprehensive income | (16,442) | 7,407 | (10,137) | 13,237 |
Stockholders' equity ending balance | $ (34,998) | $ (31,174) | $ (34,998) | $ (31,174) |
Earnings per Share ("EPS") (Sch
Earnings per Share ("EPS") (Schedule of Earnings Per Share, Basic and Diluted) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings per Share (“EPS”) [Abstract] | ||||
Income from continuing operations | $ 21,713 | $ 19,747 | $ 38,151 | $ 35,810 |
Income / (loss) from discontinued operations, net of tax (Note 5) | 663 | (489) | 1,525 | 861 |
Net income | 22,376 | 19,258 | 39,676 | 36,671 |
Less: Net income attributable to the noncontrolling interests | 42 | 110 | ||
Net income / (loss) attributable to Tower International, Inc. | $ 22,376 | $ 19,216 | $ 39,676 | $ 36,561 |
Basic income / (loss) per share: | ||||
Continuing operations | $ 1.05 | $ 0.96 | $ 1.85 | $ 1.74 |
Discontinued operations | 0.03 | (0.02) | 0.07 | 0.04 |
Net income / (loss) attributable to Tower International, Inc. | $ 1.09 | $ 0.94 | $ 1.93 | $ 1.79 |
Basic weighted average shares outstanding | 20,597,482 | 20,508,890 | 20,577,161 | 20,467,281 |
Diluted income / (loss) per share: | ||||
Continuing operations | $ 1.04 | $ 0.95 | $ 1.82 | $ 1.72 |
Discontinued operations | 0.03 | (0.02) | 0.07 | 0.04 |
Net income attributable to Tower International, Inc. | $ 1.07 | $ 0.92 | $ 1.89 | $ 1.76 |
Diluted weighted average shares outstanding | 20,986,122 | 20,805,931 | 20,969,142 | 20,813,100 |
Share-Based and Long-Term Com75
Share-Based and Long-Term Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 582,343 | 582,343 | |||
Share based compensation expense | $ 1,609 | $ 1,098 | |||
Other liabilities, noncurrent | $ 90,488 | $ 90,488 | $ 96,263 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Expiration period | 10 years | ||||
Weighted average grant date fair value, model used | Black-Scholes valuation model | ||||
Stock or unit option plan expense | $ 0 | $ 0 | $ 0 | 0 | |
Options outstanding | 348,211 | 348,211 | 365,677 | ||
Options, remaining average contractual life | 3 years | ||||
Options, excercised | 17,466 | ||||
Options, excercised, intrinsic value | $ 200 | ||||
Options, exercisable, intrinsic value | $ 6,800 | $ 6,800 | |||
Options, exercisable number | 348,211 | 348,211 | |||
Shares options granted | |||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period, other than options | 3 years | ||||
Restricted stock or unit expense | $ 900 | 600 | $ 1,600 | 1,100 | |
Unrecognized compensation expense | $ 6,700 | $ 6,700 | |||
Equity instruments other than options, nonvested | 386,837 | 386,837 | 213,022 | ||
Equity instruments other than option, granted | 239,232 | ||||
Equity instruments other than options, forfeited | 3,192 | ||||
Equity instruments other than options, vested | 62,225 | ||||
Equity instruments other than options, issued | 62,225 | ||||
Equity instruments other than options, issued, value | $ 1,600 | ||||
Restricted stock, shares issued net of shares for tax withholdings | 44,161 | ||||
Stock repurchased during period, value | $ 500 | ||||
Stock repurchased during period, shares | 18,064 | ||||
Performance Award [Member] | Equity Incentive Plan 2010 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Deferred compensation, expense | $ 800 | $ 900 | $ 1,900 | $ 1,300 | |
Other liabilities, current | 2,400 | 2,400 | |||
Other liabilities | 4,200 | 4,200 | |||
Other liabilities, noncurrent | $ 1,800 | $ 1,800 |
Share-Based and Long-Term Com76
Share-Based and Long-Term Compensation (Disclosure of Share-based Compensation Arrangements by Share-based Payment Award) (Details) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Shares, Outstanding, Beginning | shares | 365,677 |
Options Shares, Granted | shares | |
Options Shares, Options exercised or RSUs issued | shares | (17,466) |
Options Shares, Forfeited | shares | |
Options Shares, Outstanding, Ending | shares | 348,211 |
Options, Weighted Average Exercise Price, Outstanding, Beginning (in dollars per share) | $ / shares | $ 12.22 |
Options, Weighted Average Exercise Price, Granted (in dollars per share) | $ / shares | |
Options, Weighted Average Exercise Price, Options exercised or RSUs issued (in dollars per share) | $ / shares | 12.54 |
Options, Weighted Average Exercise Price, Forfeited (in dollars per share) | $ / shares | |
Options, Weighted Average Exercise Price, Outstanding, Ending (in dollars per share) | $ / shares | $ 12.20 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock Units, Outstanding, Beginning | shares | 213,022 |
Equity instruments other than option, granted | shares | 239,232 |
Restricted Stock Units, Options exercised or RSUs issued | shares | (62,225) |
Restricted Stock Units, Forfeited | shares | (3,192) |
Restricted Stock Units, Outstanding, Ending | shares | 386,837 |
Restricted Stock Units, Weighted Average Grant Date Fair Value, Outstanding, Beginning (in dollars per share) | $ / shares | $ 26.30 |
Restricted Stock Units, Weighted Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 26.27 |
Restricted Stock Units, Weighted Average Grant Date Fair Value, Options exercised or RSUs issued (in dollars per share) | $ / shares | 26.32 |
Restricted Stock Units, Weighted Average Grant Date Fair Value, Forfeited (in dollars per share) | $ / shares | 26.16 |
Restricted Stock Units, Weighted Average Grant Date Fair Value, Outstanding, Ending (in dollars per share) | $ / shares | $ 26.28 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2018segment | |
Segment Information [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segment Information (Schedule o
Segment Information (Schedule of Segment Reporting Information, by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||
Revenues (Note 3) | $ 556,007 | $ 489,925 | $ 1,119,513 | $ 987,515 | |
Adjusted EBITDA | 58,219 | 52,765 | 111,328 | 98,490 | |
Capital Expenditures | 39,639 | 20,252 | 68,581 | 44,161 | |
Total assets | 1,247,121 | 1,246,541 | 1,247,121 | 1,246,541 | $ 1,260,097 |
Europe [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues (Note 3) | 173,844 | 160,229 | 345,483 | 320,381 | |
Adjusted EBITDA | 10,442 | 13,628 | 19,171 | 24,800 | |
Capital Expenditures | 15,170 | 5,581 | 33,250 | 12,551 | |
Total assets | 504,043 | 520,469 | 504,043 | 520,469 | |
North America [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues (Note 3) | 382,163 | 329,696 | 774,030 | 667,134 | |
Adjusted EBITDA | 47,777 | 39,137 | 92,157 | 73,690 | |
Capital Expenditures | 24,469 | 14,671 | 35,331 | 31,610 | |
Total assets | $ 743,078 | $ 726,072 | $ 743,078 | $ 726,072 |
Segment Information (Reconcilia
Segment Information (Reconciliation of Adjusted EBITDA to Income loss Before Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Information [Abstract] | ||||
Income before provision for income taxes, equity in profit of joint venture, and loss from discontinued operations | $ 27,252 | $ 27,419 | $ 48,757 | $ 49,978 |
Restructuring and asset impairment charges, net (Note 8) | 269 | 3,337 | 1,817 | 7,248 |
Depreciation and amortization | 20,756 | 18,766 | 42,151 | 36,532 |
Acquisition costs and other | 200 | 109 | 301 | 184 |
Long-term compensation expense | 1,731 | 1,892 | 3,394 | 2,804 |
Interest expense, net | 5,143 | 1,721 | 10,148 | 2,127 |
Net periodic benefit income | (559) | (479) | (1,117) | (958) |
Lease expenses | 2,450 | 4,900 | ||
Other expense | 977 | 977 | 575 | |
Adjusted EBITDA | $ 58,219 | $ 52,765 | $ 111,328 | $ 98,490 |
Fair Value of Financial Instr80
Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of total debt | $ 380.2 | $ 389.4 |
Long-term debt, fair value | 379.3 | $ 392.1 |
Currency Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities fair value disclosure (European suibsidiaries) | 25.5 | |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities fair value disclosure (European suibsidiaries) | $ 2.8 |
Commitments and Contingencies81
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Commitments and Contingencies [Abstract] | ||
Environmental exit costs, costs accrued to date | $ 1.3 | $ 1.3 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Term Loan Credit Facility [Member] - Subsequent Event [Member] $ in Millions | Jul. 27, 2018USD ($) |
Subsequent Event [Line Items] | |
Amortization of debt issue discount and debt issue costs | $ 1 |
Repayment of term loan credit facility | $ 50 |