Document and Entity Information
Document and Entity Information - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jul. 23, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ACCURIDE CORP | ||
Entity Central Index Key | 817,979 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 47,950,118 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | Q2 | ||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 30,847 | $ 29,773 |
Customer receivables, net of allowance for doubtful accounts of $437 and $327 in 2015 and 2014, respectively | 71,263 | 56,271 |
Other receivables | 6,428 | 7,299 |
Inventories | 40,724 | 43,065 |
Deferred income taxes | 2,687 | 2,687 |
Prepaid expenses and other current assets | 10,899 | 10,785 |
Total current assets | 162,848 | 149,880 |
PROPERTY, PLANT AND EQUIPMENT, net | 206,174 | 212,183 |
OTHER ASSETS: | ||
Goodwill | 100,697 | 100,697 |
Other intangible assets, net | 113,884 | 117,963 |
Deferred financing costs, net of accumulated amortization of $5,791 and $5,077 in 2015 and 2014, respectively | 4,313 | 5,012 |
Deferred income taxes | 2,797 | 1,289 |
Pension asset | 11,048 | 9,518 |
Other | 1,939 | 1,880 |
TOTAL | 603,700 | 598,422 |
CURRENT LIABILITIES: | ||
Accounts payable | 65,573 | 56,452 |
Accrued payroll and compensation | 8,375 | 10,620 |
Accrued interest payable | 12,462 | 12,428 |
Accrued workers compensation | 2,961 | 3,137 |
Accrued and other liabilities | 14,374 | 14,434 |
Total current liabilities | 103,745 | 97,071 |
LONG-TERM DEBT | 316,760 | 323,234 |
DEFERRED INCOME TAXES | 16,704 | 14,837 |
NON-CURRENT INCOME TAXES PAYABLE | 6,534 | 6,534 |
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY | 63,092 | 82,157 |
PENSION BENEFIT PLAN LIABILITY | 30,321 | 32,348 |
OTHER LIABILITIES | $ 10,112 | $ 11,438 |
COMMITMENTS AND CONTINGENCIES (Note 6) | ||
STOCKHOLDERS' EQUITY: | ||
Preferred Stock, $0.01 par value; 10,000,000 shares authorized | $ 0 | $ 0 |
Common Stock, $0.01 par value; 80,000,000 shares authorized, 47,950,118 and 47,718,818 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively, and additional paid-in-capital | 443,669 | 442,631 |
Accumulated other comprehensive loss | (30,798) | (49,638) |
Accumulated deficiency | (356,439) | (362,190) |
Total stockholders' equity | 56,432 | 30,803 |
TOTAL | $ 603,700 | $ 598,422 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Customer receivables, allowance for doubtful accounts | $ 437 | $ 327 |
OTHER ASSETS: | ||
Deferred financing costs, accumulated amortization | $ 5,791 | $ 5,077 |
STOCKHOLDERS' EQUITY: | ||
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 80,000,000 | 80,000,000 |
Common Stock, shares issued (in shares) | 47,950,118 | 47,718,818 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) [Abstract] | ||||
NET SALES | $ 185,380 | $ 181,575 | $ 369,039 | $ 348,359 |
COST OF GOODS SOLD | 159,474 | 159,153 | 322,202 | 308,914 |
Gross profit | 25,906 | 22,422 | 46,837 | 39,445 |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 11,722 | 10,118 | 23,325 | 20,572 |
Income from operations | 14,184 | 12,304 | 23,512 | 18,873 |
OTHER INCOME (EXPENSE) [Abstract] | ||||
Interest expense, net | (8,354) | (8,487) | (16,704) | (16,907) |
Other loss, net | (84) | (169) | (1,256) | (699) |
Income before income taxes from continuing operations | 5,746 | 3,648 | 5,552 | 1,267 |
INCOME TAX (BENEFIT) EXPENSE | (378) | (1,461) | 8 | (557) |
Net income from continuing operations | 6,124 | 5,109 | 5,544 | 1,824 |
DISCONTINUED OPERATIONS, NET OF TAX | 215 | 186 | 207 | (102) |
Net income | 6,339 | 5,295 | 5,751 | 1,722 |
OTHER COMPREHENSIVE INCOME, NET OF TAX: | ||||
Amounts reclassified from accumulated other comprehensive income (loss) | 17,566 | 140 | 18,840 | 473 |
COMPREHENSIVE INCOME | $ 23,905 | $ 5,435 | $ 24,591 | $ 2,195 |
Weighted average common shares outstanding-basic (in shares) | 47,991 | 47,737 | 47,907 | 47,667 |
Basic income per common share - continuing operations (in dollars per share) | $ 0.13 | $ 0.11 | $ 0.12 | $ 0.04 |
Basic income per common share - discontinued operations (in dollars per share) | 0 | 0 | 0 | 0 |
Basic income per common share (in dollars per share) | $ 0.13 | $ 0.11 | $ 0.12 | $ 0.04 |
Weighted average common shares outstanding-diluted (in shares) | 49,286 | 49,003 | 48,554 | 48,299 |
Diluted income per common share - continuing operations (in dollars per share) | $ 0.13 | $ 0.11 | $ 0.12 | $ 0.04 |
Diluted income per common share - discontinued operations (in dollars per share) | 0 | 0 | 0 | 0 |
Diluted income per common share (in dollars per share) | $ 0.13 | $ 0.11 | $ 0.12 | $ 0.04 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Common Stock and Additional Paid-in-Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficiency [Member] | Total |
BALANCE at Dec. 31, 2013 | $ 440,479 | $ (18,712) | $ (359,883) | $ 61,884 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net Income | 0 | 0 | 1,722 | 1,722 |
Share-based compensation expense | 1,209 | 0 | 0 | 1,209 |
Tax impact of forfeited vested shares | (304) | 0 | 0 | (304) |
Other comprehensive income, net of tax | 0 | 473 | 0 | 473 |
BALANCE at Jun. 30, 2014 | 441,384 | (18,239) | (358,161) | 64,984 |
BALANCE at Mar. 31, 2014 | 440,725 | (18,379) | (363,456) | 58,890 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net Income | 0 | 0 | 5,295 | 5,295 |
Share-based compensation expense | 710 | 0 | 0 | 710 |
Tax impact of forfeited vested shares | (51) | 0 | 0 | (51) |
Other comprehensive income, net of tax | 0 | 140 | 0 | 140 |
BALANCE at Jun. 30, 2014 | 441,384 | (18,239) | (358,161) | 64,984 |
BALANCE at Dec. 31, 2014 | 442,631 | (49,638) | (362,190) | 30,803 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net Income | 0 | 0 | 5,751 | 5,751 |
Share-based compensation expense | 1,449 | 0 | 0 | 1,449 |
Tax impact of forfeited vested shares | (411) | 0 | 0 | (411) |
Other comprehensive income, net of tax | 0 | 18,840 | 0 | 18,840 |
BALANCE at Jun. 30, 2015 | 443,669 | (30,798) | (356,439) | 56,432 |
BALANCE at Mar. 31, 2015 | 442,931 | (48,364) | (362,778) | 31,789 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net Income | 0 | 0 | 6,339 | 6,339 |
Share-based compensation expense | 786 | 0 | 0 | 786 |
Tax impact of forfeited vested shares | (48) | 0 | 0 | (48) |
Other comprehensive income, net of tax | 0 | 17,566 | 0 | 17,566 |
BALANCE at Jun. 30, 2015 | $ 443,669 | $ (30,798) | $ (356,439) | $ 56,432 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income | $ 5,751 | $ 1,722 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation of property, plant and equipment | 16,930 | 16,443 |
Amortization - deferred financing costs and debt discount | 1,239 | 1,239 |
Amortization - other intangible assets | 4,079 | 4,059 |
Loss on disposal of assets | 98 | 406 |
Provision for deferred income taxes | (463) | (15) |
Non-cash stock-based compensation | 1,449 | 1,209 |
Changes in certain assets and liabilities: | ||
Receivables | (14,121) | (21,651) |
Inventories | 2,341 | (6,887) |
Prepaid expenses and other assets | (1,642) | (4,389) |
Accounts payable | 7,346 | 16,098 |
Accrued and other liabilities | (4,387) | (3,974) |
Net cash provided by operating activities | 18,620 | 4,260 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (9,244) | (14,748) |
Proceeds from sale of property, plant, and equipment | 0 | 1,235 |
Purchase of intangible asset | 0 | (671) |
Net cash used in investing activities | (9,244) | (14,184) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from revolver | 16,000 | 10,000 |
Payments on revolver | (23,000) | 0 |
Principal payments on capital leases | (1,288) | (1,599) |
Other Financing Payments | (14) | 0 |
Net cash (used in) provided by financing activities | (8,302) | 8,401 |
Net increase (decrease) in cash and cash equivalents | 1,074 | (1,523) |
Cash and cash equivalents, beginning of period | 29,773 | 33,426 |
Cash and cash equivalents, end of period | 30,847 | 31,903 |
Supplemental cash flow information: | ||
Cash paid for interest | 15,394 | 15,683 |
Cash paid for income taxes | 1,629 | 1,137 |
Non-cash transactions: | ||
Purchases of property, plant and equipment in accounts payable | $ 4,168 | $ 3,388 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 1 - Summary of Significant Accounting Policies Basis of Presentation The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015. The unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto disclosed in Accuride's Annual Report on Form 10-K for the year ended December 31, 2014. Management's Estimates and Assumptions Earnings Per Common Share Three Months Ended June 30, Six Months Ended June 30, (In thousands except per share data) 2015 2014 2015 2014 Numerator: Net income from continuing operations $ 6,124 $ 5,109 $ 5,544 $ 1,824 Net income (loss) from discontinued operations 215 186 207 (102 ) Net income $ 6,339 $ 5,295 $ 5,751 $ 1,722 Denominator: Weighted average shares outstanding – Basic 47,991 47,737 47,907 47,667 Weighted average shares outstanding – Diluted 49,286 49,003 48,554 48,299 Basic income per common share From continuing operations $ 0.13 $ 0.11 $ 0.12 $ 0.04 From discontinued operations — — — — Basic income per common share $ 0.13 $ 0.11 $ 0.12 $ 0.04 Diluted income per common share From continuing operations $ 0.13 $ 0.11 $ 0.12 $ 0.04 From discontinued operations — — — — Diluted income per common share $ 0.13 $ 0.11 $ 0.12 $ 0.04 As of June 30, 2015, there were options exercisable for 144,095 shares that were not included in the computation of diluted earnings per share because the effect would be anti-dilutive. As of June 30, 2014, there were options exercisable for 149,094 shares that were not included in the computation of diluted earnings per share because the effect would be anti-dilutive. Share-Based Compensation As of June 30, 2015, there was approximately $5.0 million of unrecognized pre-tax compensation expense related to share-based awards not yet vested that will be recognized over a weighted-average period of 1.8 years. Income Tax Interim Financial Reporting We have assessed the need to maintain a valuation allowance for deferred tax assets based on an assessment of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance. Due to our recent history of U.S. operating and taxable losses, the inconsistency of income, and the uncertainty of our financial outlook, we continue to maintain a full valuation allowance against our domestic deferred tax assets. Deferred tax assets in our foreign jurisdictions are more likely than not to be recognized, therefore, no valuation allowance has been recorded for these assets. Recent Accounting Pronouncements – Revenue From Contracts With Customers. Revenue from Contracts with Customers, On June 19, 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could Be Achieved after the Requisite Service Period. On August 27, 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern On January 9, 2015 , the FASB issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items (Topic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. On February 18, 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. On April 15, 2015, the FASB issued ASU 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. On April 7, 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | Note 2 – Discontinued Operations The Company has recognized certain operating results related to its Imperial Group business in Discontinued Operations. The following table presents sales and income attributable to Discontinued Operations. Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2015 2014 2015 2014 Net sales $ — $ — $ — $ — Loss from operations (11 ) (10 ) (21 ) (21 ) Other income (expense) 226 196 228 (81 ) Discontinued Operations $ 215 $ 186 $ 207 $ (102 ) |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventories [Abstract] | |
Inventories | Note 3 - Inventories Inventories at June 30, 2015 and December 31, 2014, on a first-in, first-out ("FIFO") basis, were as follows: (In thousands) June 30, 2015 December 31, 2014 Raw materials $ 7,844 $ 8,244 Work in process 12,198 14,073 Finished manufactured goods 20,682 20,748 Total inventories $ 40,724 $ 43,065 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | Note 4 - Goodwill and Other Intangible Assets The following represents the carrying amount of goodwill, on a reportable segment basis: (In thousands) Wheels Brillion Iron Works Total Balance as of December 31, 2014 $ 96,283 $ 4,414 $ 100,697 Balance as of June 30, 2015 $ 96,283 $ 4,414 $ 100,697 The changes in the carrying amount of other intangible assets for the period December 31, 2014 to June 30, 2015, by reportable segment, are as follows: (In thousands) Wheels Brillion Iron Works Total Balance as of December 31, 2014 $ 115,465 $ 2,498 $ 117,963 Amortization (3,995 ) (84 ) (4,079 ) Balance as of June 30, 2015 $ 111,470 $ 2,414 $ 113,884 The changes in the carrying amount of other intangible assets for the period December 31, 2013 to June 30, 2014, by reportable segment, are as follows: (In thousands) Wheels Brillion Iron Works Total Balance as of December 31, 2013 $ 122,764 $ 2,666 $ 125,430 Additions 671 — 671 Amortization (3,975 ) (84 ) (4,059 ) Balance as of June 30, 2014 $ 119,460 $ 2,582 $ 122,042 The summary of goodwill and other intangible assets is as follows: As of June 30, 2015 As of December 31, 2014 (In thousands) Weighted Average Useful Lives Gross Amount Accumulated Amortization Carrying Amount Gross Amount Accumulated Amortization Carrying Amount Goodwill — $ 100,697 $ — $ 100,697 $ 100,697 $ — $ 100,697 Other intangible assets: Trade names — $ 25,200 $ — $ 25,200 $ 25,200 $ — $ 25,200 Technology 10.6 39,169 24,671 14,498 39,169 23,158 16,011 Customer relationships 16.8 127,304 53,118 74,186 127,304 50,552 76,752 Other intangible assets $ 191,673 $ 77,789 $ 113,884 $ 191,673 $ 73,710 $ 117,963 We estimate that our annual amortization expense for our other intangible assets for 2015 through 2019 will be approximately $8.2 million. |
Pension and Other Postretiremen
Pension and Other Postretirement Benefit Plans | 6 Months Ended |
Jun. 30, 2015 | |
Pension and Other Postretirement Benefit Plans [Abstract] | |
Pension and Other Postretirement Benefit Plans | Note 5 - Pension and Other Postretirement Benefit Plans Components of net periodic benefit cost for the three and six months ended June 30: For the Three Months ended June 30, For the Six Months ended June 30, Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) 2015 2014 2015 2014 2015 2014 2015 2014 Service cost-benefits earned during the period $ 179 $ 270 $ 101 $ 87 $ 356 $ 534 $ 204 $ 172 Interest cost on projected benefit obligation 2,370 2,697 754 883 4,724 5,351 1,614 1,759 Expected return on plan assets (2,785) (3,213) — — (5,557) (6,368) — — Amortization of prior service (credit) cost 11 11 (93) (9) 22 22 (102) (18) Amortization of loss 320 51 94 80 631 101 195 157 Total benefit cost charged (credited) to income $ 95 $ (184) $ 856 $ 1,041 $ 176 $ (360) $ 1,911 $ 2,070 As of June 30, 2015, $3.2 million has been contributed in 2015 to our sponsored pension plans. We presently anticipate contributing an additional $4.5 million to fund our pension plans during 2015 for a total of $7.7 million. Certain of our post-retirement benefit programs were re-measured as of May 31, 2015 to reflect post-65 health benefits transitioning from a self-insured plan to a Medicare Advantage Plan. The transition to the Medicare Advantage plan will provide comparable benefits while taking advantage of certain government subsidies which help manage the continually rising costs of medical and prescription drug coverage. The re-measurement resulted in a liability reduction of $17.9 million and corresponding gain in Accumulated Other Comprehensive Income. This re-measurement takes into account the impact of the anticipated future program cost savings and current interest rate environments. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 – Commitments and Contingencies We are from time to time involved in various legal proceedings of a character normally incidental to our business. We do not believe that the outcome of these proceedings will have a material adverse effect on our consolidated financial condition or results of our operations and cash flows. In addition to environmental laws that regulate our ongoing operations, we are also subject to environmental remediation liability. Under the federal Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") and analogous state laws, we may be subject to joint and several liability without regard to fault or the legality of the original conduct as a result of the release or threatened release of hazardous materials into the environment regardless of when the release occurred. We are currently involved in several matters relating to the investigation and/or remediation of locations where we have arranged for the disposal of foundry wastes. Such matters include situations in which we have been named or are believed to be potentially responsible parties in connection with the contamination of these offsite disposal locations. Additionally, environmental remediation may be required to address soil and groundwater contamination identified at certain of our facilities. As of June 30, 2015, we had an environmental reserve of approximately $1.5 million, related primarily to our foundry operations. This reserve is based on management's review of potential liabilities as well as cost estimates related thereto. Any expenditure required for us to comply with applicable environmental laws and/or pay for any remediation efforts will not be reduced or otherwise affected by the existence of the environmental reserve. Our environmental reserve may not be adequate to cover our future costs related to the sites associated with the environmental reserve, and any additional costs may have a material adverse effect on our business, results of operations or financial condition. The discovery of additional environmental issues, the modification of existing laws or regulations or the promulgation of new ones, more vigorous enforcement by regulators, the imposition of joint and several liability under CERCLA or analogous state laws, or other unanticipated events could also result in a material adverse effect on our consolidated financial statements. The Iron and Steel Foundry National Emission Standard for Hazardous Air Pollutants ("NESHAP") was developed pursuant to Section 112(d) of the Clean Air Act and requires major sources of hazardous air pollutants to achieve compliance with emission limits representative of maximum achievable control technology. Based on currently available information, we do not anticipate material costs regarding ongoing compliance with the NESHAP; however if we are found to be out of compliance with NESHAP, we could incur a liability that could have a material adverse effect on our consolidated financial statements. Management does not believe that the outcome of any currently pending environmental proceeding will have a material adverse effect on our consolidated financial statements. As of June 30, 2015, we had approximately 2,186 employees, of which 496 were salaried employees with the remainder paid hourly. Unions represent approximately 1,438 of our employees, which is approximately 66 percent of our total employees. Each of our unionized facilities has a separate contract with the union that represents the workers employed at such facility. The union contracts expire at various times over the next few years with the exception of our union contract that covers the hourly employees at our Monterrey, Mexico, facility, which expires on an annual basis in January unless otherwise renewed. The 2015 negotiations in Monterrey were completed prior to the expiration of our union contract. In 2014, we successfully negotiated new bargaining agreements for our Erie, Pennsylvania and Rockford, Illinois facilities, which will expire on September 3, 2018 and March 25, 2019, respectively. The previous contract at our London, Ontario facility expired on March 12, 2015, but our previously negotiated successor agreement became effective on March 13, 2015 and runs through March 12, 2018. No other collective bargaining agreements expire in 2015. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Financial Instruments [Abstract] | |
Financial Instruments | Note 7 – Financial Instruments We have determined the estimated fair value amounts of financial instruments using available market information and other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. A fair value hierarchy accounting standard exists for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. The hierarchy consists of three levels: Level 1 Quoted market prices in active markets for identical assets or 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 developed by us, which reflect those that a market participant would use. The carrying amounts of cash and cash equivalents, customer receivables, and accounts payable approximate fair value because of the relatively short maturity of these instruments. The fair value of our 9.5% senior secured notes based on market quotes, which we determined to be Level 1 inputs, at June 30, 2015 was approximately $319.2 million compared to the carrying amount of $306.8 million. The fair value of our 9.5% senior secured notes based on market quotes, which we determined to be Level 1 inputs, at December 31, 2014 was approximately $319.2 million compared to the carrying amount of $306.2 million. The Company believes the fair value of our variable interest rate Asset Based Loan ("ABL") facility at June 30, 2015 and December 31, 2014 equals the carrying value of $10.0 million and $17.0 million, respectively. As of June 30, 2015 and December 31, 2014 we had no other financial instruments. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 8 – Segment Reporting Based on our continual monitoring of the long-term economic characteristics, products and production processes, class of customer, and distribution methods of our operating segments, we have identified each of our operating segments below as reportable segments. We believe this segmentation is appropriate based upon operating decisions and performance assessments by our President and Chief Executive Officer. The accounting policies of the reportable segments are the same as described in Note 1, Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the year ended December 31, 2014. Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2015 2014 2014 2014 Net sales: Wheels $ 114,356 $ 101,155 $ 222,692 $ 193,373 Gunite 47,006 48,304 84,746 92,277 Brillion Iron Works 24,018 32,116 61,601 62,709 Consolidated total $ 185,380 $ 181,575 $ 369,039 $ 348,359 Operating income (loss): Wheels $ 17,405 $ 11,857 $ 30,657 $ 21,599 Gunite 7,338 7,243 10,079 10,521 Brillion Iron Works (1,470 ) 489 726 1,764 Corporate / Other (9,089 ) (7,285 ) (17,950 ) (15,011 ) Consolidated total $ 14,184 $ 12,304 $ 23,512 $ 18,873 Excluded from net sales above, are inter-segment sales from Brillion Iron Works to Gunite, as shown in the table below: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2015 2014 2015 2014 Inter-segment sales $ 1,733 $ 3,929 $ 3,908 $ 7,770 As of (In thousands) June 30, 2015 December 31, 2014 Total assets: Wheels $ 447,532 $ 441,835 Gunite 62,553 59,600 Brillion Iron Works 52,155 55,226 Corporate / Other 41,460 41,761 Consolidated total $ 603,700 $ 598,422 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt [Abstract] | |
Debt | Note 9 - Debt As of June 30, 2015, total debt was $316.8 million consisting of $306.8 million of our outstanding 9.5% senior secured notes, net of discount, and a $10.0 million draw on our ABL facility. As of December 31, 2014, total debt was $323.2 million consisting of $306.2 million of our outstanding 9.5% senior secured notes, net of discount, and a $17.0 million draw on our ABL facility. Our credit documents The ABL Facility provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sub-limits of up to $10.0 million for swingline loans and $20.0 million for letters of credit. Borrowings under the ABL Facility bear interest through maturity at a variable rate based upon, at our option, either LIBOR or the base rate (which is the greatest of one-half of 1.00% in excess of the federal funds rate, 1.00% in excess of the one-month LIBOR rate and the Agent's prime rate), plus, in each case, an applicable margin. The applicable margin for loans under the first-in last-out term facility that are (i) LIBOR loans ranges, based on the our average excess availability, from 2.75% to 3.25% per annum and (ii) base rate loans ranges, based on our average excess availability, from 1.00% to 1.50%. The applicable margin for other advances under the ABL Facility that are (i) LIBOR loans ranges, based on our average excess availability, from 1.75% to 2.25% and (ii) base rate loans ranges, based on our average excess availability, from 0.00% to 0.50%. We must also pay an unused line fee equal to 0.25% per annum to the lenders under the ABL Facility if utilization under the facility is greater than or equal to 50.0% of the total available commitments under the facility, or an unused line fee equal to 0.375% per annum if utilization under the facility is less than 50.0% of the total available commitments under the facility. Customary letter of credit fees are also payable, as applicable. |
Guarantor and Non-guarantor Fin
Guarantor and Non-guarantor Financial Statements | 6 Months Ended |
Jun. 30, 2015 | |
Guarantor and Non-guarantor Financial Statements [Abstract] | |
Guarantor and Non-guarantor Financial Statements | Note 10 – Guarantor and Non-guarantor Financial Statements Our senior secured notes are, jointly and severally, fully and unconditionally guaranteed, on a senior basis, by all of our existing and future 100% owned domestic subsidiaries ("Guarantor Subsidiaries"). The non-guarantor subsidiaries are our foreign subsidiaries and discontinued operations. The following condensed financial information illustrates the composition of the combined Guarantor Subsidiaries: CONDENSED CONSOLIDATING BALANCE SHEETS June 30, 2015 (In thousands) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total ASSETS Cash and cash equivalents $ 21,713 $ — $ 9,134 $ — $ 30,847 Customer and other receivables, net 51,354 20,783 5,554 — 77,691 Intercompany receivable — 32,364 86,585 (118,949 ) — Inventories 20,373 17,397 3,362 (408 ) 40,724 Other current assets 6,774 2,037 4,775 — 13,586 Total current assets 100,214 72,581 109,410 (119,357 ) 162,848 Property, plant and equipment, net 78,031 97,703 30,440 — 206,174 Goodwill 96,283 4,414 — — 100,697 Other intangible assets, net 111,470 2,414 — — 113,884 Investments in and advances to subsidiaries and affiliates 165,788 — — (165,788 ) — Deferred income taxes — 35,640 4,819 (37,662 ) 2,797 Other non-current assets 5,907 345 11,048 — 17,300 TOTAL $ 557,693 $ 213,097 $ 155,717 $ (322,807 ) $ 603,700 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 17,395 $ 36,894 $ 11,284 $ — $ 65,573 Intercompany payable 87,645 — 31,712 (119,357 ) — Accrued payroll and compensation 1,278 6,011 1,086 — 8,375 Accrued interest payable 12,462 — — — 12,462 Accrued and other liabilities 4,309 9,956 3,070 — 17,335 Total current liabilities 123,089 52,861 47,152 (119,357 ) 103,745 Long term debt 316,760 — — — 316,760 Deferred and non-current income taxes 47,326 10,615 2,959 (37,662 ) 23,238 Other non-current liabilities 14,086 71,875 17,564 — 103,525 Stockholders' equity 56,432 77,746 88,042 (165,788 ) 56,432 TOTAL $ 557,693 $ 213,097 $ 155,717 $ (322,807 ) $ 603,700 December 31, 2014 (In thousands) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total ASSETS Cash and cash equivalents $ 22,710 $ — $ 7,063 $ — $ 29,773 Customer and other receivables, net 35,630 20,994 6,543 403 63,570 Intercompany receivables 191,272 5,086 53,055 (249,413 ) — Inventories 18,693 21,352 3,423 (403 ) 43,065 Other current assets 4,970 3,386 5,116 — 13,472 Total current assets 273,275 50,818 75,200 (249,413 ) 149,880 Property, plant and equipment, net 78,603 101,648 31,932 — 212,183 Goodwill 96,283 4,414 — — 100,697 Other intangible assets, net 115,465 2,498 — — 117,963 Investments in and advances to subsidiaries and affiliates 128,372 — — (128,372 ) — Other non-current assets 3,118 3,774 10,807 — 17,699 TOTAL $ 695,116 $ 163,152 $ 117,939 $ (377,785 ) $ 598,422 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 15,209 $ 31,931 $ 9,312 $ — $ $56,452 Intercompany payable 249,407 — 6 (249,413 ) — Accrued payroll and compensation 4,002 5,458 1,160 — 10,620 Accrued interest payable 12,428 — — — 12,428 Accrued and other liabilities 4,183 10,060 3,328 — 17,571 Total current liabilities 285,229 47,449 13,806 (249,413 ) 97,071 Long term debt 323,234 — — — 323,234 Deferred and non-current income taxes 41,775 (20,736 ) 332 — 21,371 Other non-current liabilities 14,075 93,245 18,623 — 125,943 Stockholders' equity 30,803 43,194 85,178 (128,372 ) 30,803 TOTAL $ 695,116 $ 163,152 $ 117,939 $ (377,785 ) $ 598,422 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2015 (In thousands) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total Net sales $ 135,630 $ 78,921 $ 32,116 $ (61,287 ) $ 185,380 Cost of goods sold 123,642 67,974 28,737 (60,879 ) 159,474 Gross profit 11,988 10,947 3,379 (408 ) 25,906 Operating expenses 11,434 250 38 — 11,722 Income (loss) from operations 554 10,697 3,341 (408 ) 14,184 Other income (expense): Interest income (expense), net (8,754 ) (51 ) 451 — (8,354 ) Equity in earnings of subsidiaries 14,299 — — (14,299 ) — Other income (expense), net 290 — (374 ) — (84 ) Income (loss) before income taxes from continuing operations 6,389 10,646 3,418 (14,707 ) 5,746 Income tax (benefit) provision 50 (490 ) 62 — (378 ) Income (loss) from continuing operations 6,339 11,136 3,356 (14,707 ) 6,124 Discontinued operations, net of tax — — 215 — 215 Net income (loss) $ 6,339 $ 11,136 $ 3,571 $ (14,707 ) $ 6,339 Comprehensive income (loss) $ 23,905 $ 28,034 $ 3,727 $ (31,761 ) $ 23,905 Three Months Ended June 30, 2014 (In thousands) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total Net sales $ 123,044 $ 76,532 $ 33,669 $ (51,670 ) $ 181,575 Cost of goods sold 108,284 69,982 32,065 (51,178 ) 159,153 Gross profit 14,760 6,550 1,604 (492 ) 22,422 Operating expenses 9,843 222 53 — 10,118 Income (loss) from operations 4,917 6,328 1,551 (492 ) 12,304 Other income (expense): Interest income (expense), net (8,766 ) (59 ) 338 — (8,487 ) Equity in earnings of subsidiaries 8,388 — — (8,388 ) — Other income (expense), net (800 ) 63 568 — (169 ) Income (loss) before income taxes from continuing operations 3,739 6,332 2,457 (8,880 ) 3,648 Income tax (benefit) provision (1,556 ) — 95 — (1,461 ) Income (loss) from continuing operations 5,295 6,332 2,362 (8,880 ) 5,109 Discontinued operations, net of tax — — 186 — 186 Net income (loss) $ 5,295 $ 6,332 $ 2,548 $ (8,880 ) $ 5,295 Comprehensive income (loss) $ 5,435 $ 6,322 $ 2,687 $ (9,009 ) $ 5,435 Six Months Ended June 30, 2015 (In thousands) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total Net sales $ 255,129 $ 168,164 $ 63,886 $ (118,140 ) $ 369,039 Cost of goods sold 230,878 149,991 58,764 (117,431 ) 322,202 Gross profit 24,251 18,173 5,122 (709 ) 46,837 Operating expenses 22,737 504 84 — 23,325 Income (loss) from operations 1,514 17,669 5,038 (709 ) 23,512 Other income (expense): Interest income (expense), net (17,442 ) (105 ) 843 — (16,704 ) Equity in earnings of subsidiaries 21,912 — — (21,912 ) — Other income (expense), net (279 ) — (977 ) — (1,256 ) Income (loss) before income taxes from continuing operations 5,705 17,564 4,904 (22,621 ) 5,552 Income tax (benefit) provision (46 ) (347 ) 401 — 8 Income (loss) from continuing operations 5,751 17,911 4,503 (22,621 ) 5,544 Discontinued operations, net of tax — — 207 — 207 Net income (loss) $ 5,751 $ 17,911 $ 4,710 $ (22,621 ) $ 5,751 Comprehensive income (loss) $ 24,591 $ 34,899 $ 6,028 $ (40,927 ) $ 24,591 Six Months Ended June 30, 2014 (In thousands) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total Net sales $ 231,575 $ 150,834 $ 66,323 $ (100,373 ) $ 348,359 Cost of goods sold 207,166 139,686 61,504 (99,442 ) 308,914 Gross profit 24,409 11,148 4,819 (931 ) 39,445 Operating expenses 19,965 502 105 — 20,572 Income (loss) from operations 4,444 10,646 4,714 (931 ) 18,873 Other income (expense): Interest income (expense), net (17,423 ) (120 ) 636 — (16,907 ) Equity in earnings of subsidiaries 14,061 — — (14,061 ) — Other income (expense), net (877 ) 126 52 — (699 ) Income (loss) before income taxes from continuing operations 205 10,652 5,402 (14,992 ) 1,267 Income tax (benefit) provision (1,517 ) 143 817 — (557 ) Income (loss) from continuing operations 1,722 10,509 4,585 (14,992 ) 1,824 Discontinued operations, net of tax — — (102 ) — (102 ) Net income (loss) $ 1,722 $ 10,509 $ 4,483 $ (14,992 ) $ 1,722 Comprehensive income (loss) $ 2,195 $ 10,486 $ 4,957 $ (15,443 ) $ 2,195 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2015 (In thousands) Parent Company Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 5,751 $ 17,911 $ 4,710 $ (22,621 ) $ 5,751 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 5,558 9,418 1,954 — 16,930 Amortization – deferred financing costs 1,239 — — — 1,239 Amortization – other intangible assets 3,995 84 — — 4,079 Loss on disposal of assets 123 37 (62 ) — 98 Deferred income taxes 27 (490 ) — — (463 ) Non-cash stock-based compensation 1,449 — — — 1,449 Equity in earnings of subsidiaries and affiliates (21,912 ) — — 21,912 — Change in other operating items 18,869 (29,152 ) (889 ) 709 (10,463 ) Net cash provided by (used in) operating activities 15,099 (2,192 ) 5,713 — 18,620 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant, and equipment (4,776 ) (3,990 ) (478 ) — (9,244 ) Proceeds from notes receivable (48,107 ) (19,700 ) — 67,807 — Payments on notes receivable 67,829 46,892 — (114,721 ) — Other — — — — — Net cash provided by (used in) investing activities 14,946 23,202 (478 ) (46,914 ) (9,244 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from notes payable 35,700 48,107 — (67,807 ) 16,000 Payments on notes payable (69,892 ) (67,829 ) — 114,721 (23,000 ) Principal payments on capital leases 3,164 (1,288 ) (3,164 ) — (1,288 ) Other (14 ) — — — (14 ) Net cash provided by (used in) financing activities (31,042 ) (21,010 ) (3,164 ) 46,914 (8,302 ) Net increase (decrease) in cash and cash equivalents (997 ) — 2,071 — 1,074 Cash and cash equivalents, beginning of period 22,710 — 7,063 — 29,773 Cash and cash equivalents, end of period $ 21,713 $ — $ 9,134 $ — $ 30,847 Six Months Ended June 30, 2014 (In thousands) Parent Company Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 1,722 $ 10,509 $ 4,483 $ (14,992 ) $ 1,722 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 5,488 8,864 2,091 — 16,443 Amortization – deferred financing costs 1,239 — — — 1,239 Amortization – other intangible assets 3,975 84 — — 4,059 (Gain) loss on disposal of assets 322 57 27 — 406 Deferred income taxes (292 ) — 277 — (15 ) Non-cash stock-based compensation 1,209 — — — 1,209 Equity in earnings of subsidiaries and affiliates (14,061 ) — — 14,061 - Change in other operating items 9,268 (29,191 ) (1,811 ) 931 (20,803 ) Net cash provided by (used in) operating activities 8,870 (9,677 ) 5,067 — 4,260 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant, and equipment (6,236 ) (8,356 ) (156 ) — (14,748 ) Proceeds from notes receivable (64,880 ) (66,615 ) (45 ) 131,540 — Payment on notes receivable 25,568 45,700 45 (71,313 ) — Other (671 ) 1,235 — — 564 Net cash provided by (used in) investing activities (46,219 ) (28,036 ) (156 ) 60,227 (14,184 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from notes payable 76,615 64,925 — (131,540 ) 10,000 Payments on notes payable (45,700 ) (25,613 ) — 71,313 — Other — (1,599 ) — — (1,599 ) Net cash provided by (used in) financings activities 30,915 37,713 — (60,227 ) 8,401 Net increase (decrease) in cash and cash equivalents (6,434 ) — 4,911 — (1,523 ) Cash and cash equivalents, beginning of period 31,018 — 2,408 — 33,426 Cash and cash equivalents, end of period $ 24,584 $ — $ 7,319 $ — $ 31,903 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) by Component | 6 Months Ended |
Jun. 30, 2015 | |
Reclassifications out of Accumulated Other Comprehensive Income (Loss): [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | Note 11 – Changes in Accumulated Other Comprehensive Income (Loss) by Component Defined Benefit Pension Defined Benefit Post-Retirement Total Balance as of March 31, 2014 (In thousands) $ (20,433 ) $ 2,054 $ (18,379 ) Amounts reclassified from accumulated other comprehensive loss: Actuarial costs (reclassified to salaries, wages, and benefits) 51 80 131 Prior service costs (reclassified to salaries, wages, and benefits) 11 (9 ) 2 Foreign currency translation related to pension and postretirement plans 237 (241 ) (4 ) Income Tax (Expense) or Benefit $ (178 ) $ 189 $ 11 Other comprehensive income (loss), net of tax 121 19 140 Balance as of June 30, 2014 (In thousands) $ (20,312 ) $ 2,073 $ (18,239 ) Defined Benefit Pension Defined Benefit Post-Retirement Total Balance as of December 31, 2013 (In thousands) $ (20,429 ) $ 1,717 $ (18,712 ) Amounts reclassified from accumulated other comprehensive loss: Actuarial costs (reclassified to salaries, wages, and benefits) 101 157 258 Prior service costs (reclassified to salaries, wages, and benefits) 22 (18 ) 4 Foreign currency translation related to pension and postretirement plans 261 28 289 Income Tax (Expense) or Benefit $ (267 ) $ 189 $ (78 ) Other comprehensive income (loss), net of tax 117 356 473 Balance as of June 30, 2014 (In thousands) $ (20,312 ) $ 2,073 $ (18,239 ) Defined Benefit Pension Defined Benefit Post-Retirement Total Balance as of March 31, 2015 (In thousands) $ (39,209 ) $ (9,155 ) $ (48,364 ) Amounts reclassified from accumulated other comprehensive loss: Actuarial costs (reclassified to salaries, wages, and benefits) 320 94 414 Prior service costs (reclassified to salaries, wages, and benefits) 11 (93 ) (82 ) Foreign currency translation related to pension and postretirement plans (180 ) (51 ) (231 ) Remeasurements — 17,871 17,871 Income Tax (Expense) or Benefit $ 62 $ (468 ) $ (406 ) Other comprehensive income (loss), net of tax 213 17,353 17,566 Balance as of June 30, 2015 (In thousands) $ (38,996 ) $ 8,198 $ (30,798 ) Defined Benefit Pension Defined Benefit Post-Retirement Total Balance as of December 31, 2014 (In thousands) $ (40,160 ) $ (9,478 ) $ (49,638 ) Amounts reclassified from accumulated other comprehensive loss: Actuarial costs (reclassified to salaries, wages, and benefits) 631 195 826 Prior service costs (reclassified to salaries, wages, and benefits) 22 (102 ) (80 ) Foreign currency translation related to pension and postretirement plans 705 270 975 Remeasurements - 17,871 17,871 Income Tax (Expense) or Benefit $ (194 ) $ (558 ) $ (752 ) Other comprehensive income (loss), net of tax 1,164 17,676 18,840 Balance as of June 30, 2015 (In thousands) $ (38,996 ) $ 8,198 $ (30,798 ) Certain of our post-retirement benefit programs were re-measured as of May 31, 2015 to reflect post-65 health benefits transitioning from a self-insured plan to a Medicare Advantage Plan. The transition to the Medicare Advantage plan will provide comparable benefits while taking advantage of certain government subsidies which help manage the continually rising costs of medical and prescription drug coverage. The re-measurement resulted in a liability reduction of $17.9 million and corresponding gain in Accumulated Other Comprehensive Income. This re-measurement takes into account the impact of the anticipated future program cost savings and current interest rate environments. |
Basis of Presentation and Sum18
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015. The unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto disclosed in Accuride's Annual Report on Form 10-K for the year ended December 31, 2014. |
Management's Estimates and Assumptions | Management's Estimates and Assumptions |
Earnings Per Common Share | Earnings Per Common Share Three Months Ended June 30, Six Months Ended June 30, (In thousands except per share data) 2015 2014 2015 2014 Numerator: Net income from continuing operations $ 6,124 $ 5,109 $ 5,544 $ 1,824 Net income (loss) from discontinued operations 215 186 207 (102 ) Net income $ 6,339 $ 5,295 $ 5,751 $ 1,722 Denominator: Weighted average shares outstanding – Basic 47,991 47,737 47,907 47,667 Weighted average shares outstanding – Diluted 49,286 49,003 48,554 48,299 Basic income per common share From continuing operations $ 0.13 $ 0.11 $ 0.12 $ 0.04 From discontinued operations — — — — Basic income per common share $ 0.13 $ 0.11 $ 0.12 $ 0.04 Diluted income per common share From continuing operations $ 0.13 $ 0.11 $ 0.12 $ 0.04 From discontinued operations — — — — Diluted income per common share $ 0.13 $ 0.11 $ 0.12 $ 0.04 As of June 30, 2015, there were options exercisable for 144,095 shares that were not included in the computation of diluted earnings per share because the effect would be anti-dilutive. As of June 30, 2014, there were options exercisable for 149,094 shares that were not included in the computation of diluted earnings per share because the effect would be anti-dilutive. |
Stock-Based Compensation | Share-Based Compensation As of June 30, 2015, there was approximately $5.0 million of unrecognized pre-tax compensation expense related to share-based awards not yet vested that will be recognized over a weighted-average period of 1.8 years. |
Income Taxes | Income Tax Interim Financial Reporting We have assessed the need to maintain a valuation allowance for deferred tax assets based on an assessment of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance. Due to our recent history of U.S. operating and taxable losses, the inconsistency of income, and the uncertainty of our financial outlook, we continue to maintain a full valuation allowance against our domestic deferred tax assets. Deferred tax assets in our foreign jurisdictions are more likely than not to be recognized, therefore, no valuation allowance has been recorded for these assets. |
Recent Accounting Adoptions | Recent Accounting Pronouncements – Revenue From Contracts With Customers. Revenue from Contracts with Customers, On June 19, 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could Be Achieved after the Requisite Service Period. On August 27, 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern On January 9, 2015 , the FASB issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items (Topic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. On February 18, 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. On April 15, 2015, the FASB issued ASU 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. On April 7, 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. |
Basis of Presentation and Sum19
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Computation of basic and diluted earnings per common share | Earnings Per Common Share Three Months Ended June 30, Six Months Ended June 30, (In thousands except per share data) 2015 2014 2015 2014 Numerator: Net income from continuing operations $ 6,124 $ 5,109 $ 5,544 $ 1,824 Net income (loss) from discontinued operations 215 186 207 (102 ) Net income $ 6,339 $ 5,295 $ 5,751 $ 1,722 Denominator: Weighted average shares outstanding – Basic 47,991 47,737 47,907 47,667 Weighted average shares outstanding – Diluted 49,286 49,003 48,554 48,299 Basic income per common share From continuing operations $ 0.13 $ 0.11 $ 0.12 $ 0.04 From discontinued operations — — — — Basic income per common share $ 0.13 $ 0.11 $ 0.12 $ 0.04 Diluted income per common share From continuing operations $ 0.13 $ 0.11 $ 0.12 $ 0.04 From discontinued operations — — — — Diluted income per common share $ 0.13 $ 0.11 $ 0.12 $ 0.04 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations [Abstract] | |
Sales and income from operations attributable to discontinued operations | The following table presents sales and income attributable to Discontinued Operations. Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2015 2014 2015 2014 Net sales $ — $ — $ — $ — Loss from operations (11 ) (10 ) (21 ) (21 ) Other income (expense) 226 196 228 (81 ) Discontinued Operations $ 215 $ 186 $ 207 $ (102 ) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventories [Abstract] | |
Inventories on a FIFO basis | Inventories at June 30, 2015 and December 31, 2014, on a first-in, first-out ("FIFO") basis, were as follows: (In thousands) June 30, 2015 December 31, 2014 Raw materials $ 7,844 $ 8,244 Work in process 12,198 14,073 Finished manufactured goods 20,682 20,748 Total inventories $ 40,724 $ 43,065 |
Goodwill and Other Intangible22
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Other Intangible Assets [Abstract] | |
Carrying amount of goodwill on a reportable segment basis | The following represents the carrying amount of goodwill, on a reportable segment basis: (In thousands) Wheels Brillion Iron Works Total Balance as of December 31, 2014 $ 96,283 $ 4,414 $ 100,697 Balance as of June 30, 2015 $ 96,283 $ 4,414 $ 100,697 |
Carrying amount of other intangible assets by reportable segment | The changes in the carrying amount of other intangible assets for the period December 31, 2014 to June 30, 2015, by reportable segment, are as follows: (In thousands) Wheels Brillion Iron Works Total Balance as of December 31, 2014 $ 115,465 $ 2,498 $ 117,963 Amortization (3,995 ) (84 ) (4,079 ) Balance as of June 30, 2015 $ 111,470 $ 2,414 $ 113,884 The changes in the carrying amount of other intangible assets for the period December 31, 2013 to June 30, 2014, by reportable segment, are as follows: (In thousands) Wheels Brillion Iron Works Total Balance as of December 31, 2013 $ 122,764 $ 2,666 $ 125,430 Additions 671 — 671 Amortization (3,975 ) (84 ) (4,059 ) Balance as of June 30, 2014 $ 119,460 $ 2,582 $ 122,042 |
Summary of goodwill and other intangible assets | The summary of goodwill and other intangible assets is as follows: As of June 30, 2015 As of December 31, 2014 (In thousands) Weighted Average Useful Lives Gross Amount Accumulated Amortization Carrying Amount Gross Amount Accumulated Amortization Carrying Amount Goodwill — $ 100,697 $ — $ 100,697 $ 100,697 $ — $ 100,697 Other intangible assets: Trade names — $ 25,200 $ — $ 25,200 $ 25,200 $ — $ 25,200 Technology 10.6 39,169 24,671 14,498 39,169 23,158 16,011 Customer relationships 16.8 127,304 53,118 74,186 127,304 50,552 76,752 Other intangible assets $ 191,673 $ 77,789 $ 113,884 $ 191,673 $ 73,710 $ 117,963 |
Pension and Other Postretirem23
Pension and Other Postretirement Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Pension and Other Postretirement Benefit Plans [Abstract] | |
Components of net periodic benefit cost | Components of net periodic benefit cost for the three and six months ended June 30: For the Three Months ended June 30, For the Six Months ended June 30, Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) 2015 2014 2015 2014 2015 2014 2015 2014 Service cost-benefits earned during the period $ 179 $ 270 $ 101 $ 87 $ 356 $ 534 $ 204 $ 172 Interest cost on projected benefit obligation 2,370 2,697 754 883 4,724 5,351 1,614 1,759 Expected return on plan assets (2,785) (3,213) — — (5,557) (6,368) — — Amortization of prior service (credit) cost 11 11 (93) (9) 22 22 (102) (18) Amortization of loss 320 51 94 80 631 101 195 157 Total benefit cost charged (credited) to income $ 95 $ (184) $ 856 $ 1,041 $ 176 $ (360) $ 1,911 $ 2,070 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Net sales and operating income by segment | Based on our continual monitoring of the long-term economic characteristics, products and production processes, class of customer, and distribution methods of our operating segments, we have identified each of our operating segments below as reportable segments. We believe this segmentation is appropriate based upon operating decisions and performance assessments by our President and Chief Executive Officer. The accounting policies of the reportable segments are the same as described in Note 1, Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the year ended December 31, 2014. Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2015 2014 2014 2014 Net sales: Wheels $ 114,356 $ 101,155 $ 222,692 $ 193,373 Gunite 47,006 48,304 84,746 92,277 Brillion Iron Works 24,018 32,116 61,601 62,709 Consolidated total $ 185,380 $ 181,575 $ 369,039 $ 348,359 Operating income (loss): Wheels $ 17,405 $ 11,857 $ 30,657 $ 21,599 Gunite 7,338 7,243 10,079 10,521 Brillion Iron Works (1,470 ) 489 726 1,764 Corporate / Other (9,089 ) (7,285 ) (17,950 ) (15,011 ) Consolidated total $ 14,184 $ 12,304 $ 23,512 $ 18,873 Excluded from net sales above, are inter-segment sales from Brillion Iron Works to Gunite, as shown in the table below: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2015 2014 2015 2014 Inter-segment sales $ 1,733 $ 3,929 $ 3,908 $ 7,770 |
Assets by segment | As of (In thousands) June 30, 2015 December 31, 2014 Total assets: Wheels $ 447,532 $ 441,835 Gunite 62,553 59,600 Brillion Iron Works 52,155 55,226 Corporate / Other 41,460 41,761 Consolidated total $ 603,700 $ 598,422 |
Guarantor and Non-guarantor F25
Guarantor and Non-guarantor Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Guarantor and Non-guarantor Financial Statements [Abstract] | |
CONDENSED CONSOLIDATED BALANCE SHEETS | CONDENSED CONSOLIDATING BALANCE SHEETS June 30, 2015 (In thousands) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total ASSETS Cash and cash equivalents $ 21,713 $ — $ 9,134 $ — $ 30,847 Customer and other receivables, net 51,354 20,783 5,554 — 77,691 Intercompany receivable — 32,364 86,585 (118,949 ) — Inventories 20,373 17,397 3,362 (408 ) 40,724 Other current assets 6,774 2,037 4,775 — 13,586 Total current assets 100,214 72,581 109,410 (119,357 ) 162,848 Property, plant and equipment, net 78,031 97,703 30,440 — 206,174 Goodwill 96,283 4,414 — — 100,697 Other intangible assets, net 111,470 2,414 — — 113,884 Investments in and advances to subsidiaries and affiliates 165,788 — — (165,788 ) — Deferred income taxes — 35,640 4,819 (37,662 ) 2,797 Other non-current assets 5,907 345 11,048 — 17,300 TOTAL $ 557,693 $ 213,097 $ 155,717 $ (322,807 ) $ 603,700 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 17,395 $ 36,894 $ 11,284 $ — $ 65,573 Intercompany payable 87,645 — 31,712 (119,357 ) — Accrued payroll and compensation 1,278 6,011 1,086 — 8,375 Accrued interest payable 12,462 — — — 12,462 Accrued and other liabilities 4,309 9,956 3,070 — 17,335 Total current liabilities 123,089 52,861 47,152 (119,357 ) 103,745 Long term debt 316,760 — — — 316,760 Deferred and non-current income taxes 47,326 10,615 2,959 (37,662 ) 23,238 Other non-current liabilities 14,086 71,875 17,564 — 103,525 Stockholders' equity 56,432 77,746 88,042 (165,788 ) 56,432 TOTAL $ 557,693 $ 213,097 $ 155,717 $ (322,807 ) $ 603,700 December 31, 2014 (In thousands) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total ASSETS Cash and cash equivalents $ 22,710 $ — $ 7,063 $ — $ 29,773 Customer and other receivables, net 35,630 20,994 6,543 403 63,570 Intercompany receivables 191,272 5,086 53,055 (249,413 ) — Inventories 18,693 21,352 3,423 (403 ) 43,065 Other current assets 4,970 3,386 5,116 — 13,472 Total current assets 273,275 50,818 75,200 (249,413 ) 149,880 Property, plant and equipment, net 78,603 101,648 31,932 — 212,183 Goodwill 96,283 4,414 — — 100,697 Other intangible assets, net 115,465 2,498 — — 117,963 Investments in and advances to subsidiaries and affiliates 128,372 — — (128,372 ) — Other non-current assets 3,118 3,774 10,807 — 17,699 TOTAL $ 695,116 $ 163,152 $ 117,939 $ (377,785 ) $ 598,422 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 15,209 $ 31,931 $ 9,312 $ — $ $56,452 Intercompany payable 249,407 — 6 (249,413 ) — Accrued payroll and compensation 4,002 5,458 1,160 — 10,620 Accrued interest payable 12,428 — — — 12,428 Accrued and other liabilities 4,183 10,060 3,328 — 17,571 Total current liabilities 285,229 47,449 13,806 (249,413 ) 97,071 Long term debt 323,234 — — — 323,234 Deferred and non-current income taxes 41,775 (20,736 ) 332 — 21,371 Other non-current liabilities 14,075 93,245 18,623 — 125,943 Stockholders' equity 30,803 43,194 85,178 (128,372 ) 30,803 TOTAL $ 695,116 $ 163,152 $ 117,939 $ (377,785 ) $ 598,422 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2015 (In thousands) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total Net sales $ 135,630 $ 78,921 $ 32,116 $ (61,287 ) $ 185,380 Cost of goods sold 123,642 67,974 28,737 (60,879 ) 159,474 Gross profit 11,988 10,947 3,379 (408 ) 25,906 Operating expenses 11,434 250 38 — 11,722 Income (loss) from operations 554 10,697 3,341 (408 ) 14,184 Other income (expense): Interest income (expense), net (8,754 ) (51 ) 451 — (8,354 ) Equity in earnings of subsidiaries 14,299 — — (14,299 ) — Other income (expense), net 290 — (374 ) — (84 ) Income (loss) before income taxes from continuing operations 6,389 10,646 3,418 (14,707 ) 5,746 Income tax (benefit) provision 50 (490 ) 62 — (378 ) Income (loss) from continuing operations 6,339 11,136 3,356 (14,707 ) 6,124 Discontinued operations, net of tax — — 215 — 215 Net income (loss) $ 6,339 $ 11,136 $ 3,571 $ (14,707 ) $ 6,339 Comprehensive income (loss) $ 23,905 $ 28,034 $ 3,727 $ (31,761 ) $ 23,905 Three Months Ended June 30, 2014 (In thousands) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total Net sales $ 123,044 $ 76,532 $ 33,669 $ (51,670 ) $ 181,575 Cost of goods sold 108,284 69,982 32,065 (51,178 ) 159,153 Gross profit 14,760 6,550 1,604 (492 ) 22,422 Operating expenses 9,843 222 53 — 10,118 Income (loss) from operations 4,917 6,328 1,551 (492 ) 12,304 Other income (expense): Interest income (expense), net (8,766 ) (59 ) 338 — (8,487 ) Equity in earnings of subsidiaries 8,388 — — (8,388 ) — Other income (expense), net (800 ) 63 568 — (169 ) Income (loss) before income taxes from continuing operations 3,739 6,332 2,457 (8,880 ) 3,648 Income tax (benefit) provision (1,556 ) — 95 — (1,461 ) Income (loss) from continuing operations 5,295 6,332 2,362 (8,880 ) 5,109 Discontinued operations, net of tax — — 186 — 186 Net income (loss) $ 5,295 $ 6,332 $ 2,548 $ (8,880 ) $ 5,295 Comprehensive income (loss) $ 5,435 $ 6,322 $ 2,687 $ (9,009 ) $ 5,435 Six Months Ended June 30, 2015 (In thousands) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total Net sales $ 255,129 $ 168,164 $ 63,886 $ (118,140 ) $ 369,039 Cost of goods sold 230,878 149,991 58,764 (117,431 ) 322,202 Gross profit 24,251 18,173 5,122 (709 ) 46,837 Operating expenses 22,737 504 84 — 23,325 Income (loss) from operations 1,514 17,669 5,038 (709 ) 23,512 Other income (expense): Interest income (expense), net (17,442 ) (105 ) 843 — (16,704 ) Equity in earnings of subsidiaries 21,912 — — (21,912 ) — Other income (expense), net (279 ) — (977 ) — (1,256 ) Income (loss) before income taxes from continuing operations 5,705 17,564 4,904 (22,621 ) 5,552 Income tax (benefit) provision (46 ) (347 ) 401 — 8 Income (loss) from continuing operations 5,751 17,911 4,503 (22,621 ) 5,544 Discontinued operations, net of tax — — 207 — 207 Net income (loss) $ 5,751 $ 17,911 $ 4,710 $ (22,621 ) $ 5,751 Comprehensive income (loss) $ 24,591 $ 34,899 $ 6,028 $ (40,927 ) $ 24,591 Six Months Ended June 30, 2014 (In thousands) Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total Net sales $ 231,575 $ 150,834 $ 66,323 $ (100,373 ) $ 348,359 Cost of goods sold 207,166 139,686 61,504 (99,442 ) 308,914 Gross profit 24,409 11,148 4,819 (931 ) 39,445 Operating expenses 19,965 502 105 — 20,572 Income (loss) from operations 4,444 10,646 4,714 (931 ) 18,873 Other income (expense): Interest income (expense), net (17,423 ) (120 ) 636 — (16,907 ) Equity in earnings of subsidiaries 14,061 — — (14,061 ) — Other income (expense), net (877 ) 126 52 — (699 ) Income (loss) before income taxes from continuing operations 205 10,652 5,402 (14,992 ) 1,267 Income tax (benefit) provision (1,517 ) 143 817 — (557 ) Income (loss) from continuing operations 1,722 10,509 4,585 (14,992 ) 1,824 Discontinued operations, net of tax — — (102 ) — (102 ) Net income (loss) $ 1,722 $ 10,509 $ 4,483 $ (14,992 ) $ 1,722 Comprehensive income (loss) $ 2,195 $ 10,486 $ 4,957 $ (15,443 ) $ 2,195 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2015 (In thousands) Parent Company Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 5,751 $ 17,911 $ 4,710 $ (22,621 ) $ 5,751 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 5,558 9,418 1,954 — 16,930 Amortization – deferred financing costs 1,239 — — — 1,239 Amortization – other intangible assets 3,995 84 — — 4,079 Loss on disposal of assets 123 37 (62 ) — 98 Deferred income taxes 27 (490 ) — — (463 ) Non-cash stock-based compensation 1,449 — — — 1,449 Equity in earnings of subsidiaries and affiliates (21,912 ) — — 21,912 — Change in other operating items 18,869 (29,152 ) (889 ) 709 (10,463 ) Net cash provided by (used in) operating activities 15,099 (2,192 ) 5,713 — 18,620 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant, and equipment (4,776 ) (3,990 ) (478 ) — (9,244 ) Proceeds from notes receivable (48,107 ) (19,700 ) — 67,807 — Payments on notes receivable 67,829 46,892 — (114,721 ) — Other — — — — — Net cash provided by (used in) investing activities 14,946 23,202 (478 ) (46,914 ) (9,244 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from notes payable 35,700 48,107 — (67,807 ) 16,000 Payments on notes payable (69,892 ) (67,829 ) — 114,721 (23,000 ) Principal payments on capital leases 3,164 (1,288 ) (3,164 ) — (1,288 ) Other (14 ) — — — (14 ) Net cash provided by (used in) financing activities (31,042 ) (21,010 ) (3,164 ) 46,914 (8,302 ) Net increase (decrease) in cash and cash equivalents (997 ) — 2,071 — 1,074 Cash and cash equivalents, beginning of period 22,710 — 7,063 — 29,773 Cash and cash equivalents, end of period $ 21,713 $ — $ 9,134 $ — $ 30,847 Six Months Ended June 30, 2014 (In thousands) Parent Company Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 1,722 $ 10,509 $ 4,483 $ (14,992 ) $ 1,722 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 5,488 8,864 2,091 — 16,443 Amortization – deferred financing costs 1,239 — — — 1,239 Amortization – other intangible assets 3,975 84 — — 4,059 (Gain) loss on disposal of assets 322 57 27 — 406 Deferred income taxes (292 ) — 277 — (15 ) Non-cash stock-based compensation 1,209 — — — 1,209 Equity in earnings of subsidiaries and affiliates (14,061 ) — — 14,061 - Change in other operating items 9,268 (29,191 ) (1,811 ) 931 (20,803 ) Net cash provided by (used in) operating activities 8,870 (9,677 ) 5,067 — 4,260 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant, and equipment (6,236 ) (8,356 ) (156 ) — (14,748 ) Proceeds from notes receivable (64,880 ) (66,615 ) (45 ) 131,540 — Payment on notes receivable 25,568 45,700 45 (71,313 ) — Other (671 ) 1,235 — — 564 Net cash provided by (used in) investing activities (46,219 ) (28,036 ) (156 ) 60,227 (14,184 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from notes payable 76,615 64,925 — (131,540 ) 10,000 Payments on notes payable (45,700 ) (25,613 ) — 71,313 — Other — (1,599 ) — — (1,599 ) Net cash provided by (used in) financings activities 30,915 37,713 — (60,227 ) 8,401 Net increase (decrease) in cash and cash equivalents (6,434 ) — 4,911 — (1,523 ) Cash and cash equivalents, beginning of period 31,018 — 2,408 — 33,426 Cash and cash equivalents, end of period $ 24,584 $ — $ 7,319 $ — $ 31,903 |
Changes in Accumulated Other 26
Changes in Accumulated Other Comprehensive Income (Loss) by Component (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Reclassifications out of Accumulated Other Comprehensive Income (Loss): [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Defined Benefit Pension Defined Benefit Post-Retirement Total Balance as of March 31, 2014 (In thousands) $ (20,433 ) $ 2,054 $ (18,379 ) Amounts reclassified from accumulated other comprehensive loss: Actuarial costs (reclassified to salaries, wages, and benefits) 51 80 131 Prior service costs (reclassified to salaries, wages, and benefits) 11 (9 ) 2 Foreign currency translation related to pension and postretirement plans 237 (241 ) (4 ) Income Tax (Expense) or Benefit $ (178 ) $ 189 $ 11 Other comprehensive income (loss), net of tax 121 19 140 Balance as of June 30, 2014 (In thousands) $ (20,312 ) $ 2,073 $ (18,239 ) Defined Benefit Pension Defined Benefit Post-Retirement Total Balance as of December 31, 2013 (In thousands) $ (20,429 ) $ 1,717 $ (18,712 ) Amounts reclassified from accumulated other comprehensive loss: Actuarial costs (reclassified to salaries, wages, and benefits) 101 157 258 Prior service costs (reclassified to salaries, wages, and benefits) 22 (18 ) 4 Foreign currency translation related to pension and postretirement plans 261 28 289 Income Tax (Expense) or Benefit $ (267 ) $ 189 $ (78 ) Other comprehensive income (loss), net of tax 117 356 473 Balance as of June 30, 2014 (In thousands) $ (20,312 ) $ 2,073 $ (18,239 ) Defined Benefit Pension Defined Benefit Post-Retirement Total Balance as of March 31, 2015 (In thousands) $ (39,209 ) $ (9,155 ) $ (48,364 ) Amounts reclassified from accumulated other comprehensive loss: Actuarial costs (reclassified to salaries, wages, and benefits) 320 94 414 Prior service costs (reclassified to salaries, wages, and benefits) 11 (93 ) (82 ) Foreign currency translation related to pension and postretirement plans (180 ) (51 ) (231 ) Remeasurements — 17,871 17,871 Income Tax (Expense) or Benefit $ 62 $ (468 ) $ (406 ) Other comprehensive income (loss), net of tax 213 17,353 17,566 Balance as of June 30, 2015 (In thousands) $ (38,996 ) $ 8,198 $ (30,798 ) Defined Benefit Pension Defined Benefit Post-Retirement Total Balance as of December 31, 2014 (In thousands) $ (40,160 ) $ (9,478 ) $ (49,638 ) Amounts reclassified from accumulated other comprehensive loss: Actuarial costs (reclassified to salaries, wages, and benefits) 631 195 826 Prior service costs (reclassified to salaries, wages, and benefits) 22 (102 ) (80 ) Foreign currency translation related to pension and postretirement plans 705 270 975 Remeasurements - 17,871 17,871 Income Tax (Expense) or Benefit $ (194 ) $ (558 ) $ (752 ) Other comprehensive income (loss), net of tax 1,164 17,676 18,840 Balance as of June 30, 2015 (In thousands) $ (38,996 ) $ 8,198 $ (30,798 ) |
Basis of Presentation and Sum27
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator [Abstract] | ||||
Net income from continuing operations | $ 6,124 | $ 5,109 | $ 5,544 | $ 1,824 |
Net income (loss) from discontinuing operations | 215 | 186 | 207 | (102) |
Net income | $ 6,339 | $ 5,295 | $ 5,751 | $ 1,722 |
Denominator [Abstract] | ||||
Weighted average shares outstanding - Basic (in shares) | 47,991,000 | 47,737,000 | 47,907,000 | 47,667,000 |
Weighted average shares outstanding - Diluted (in shares) | 49,286,000 | 49,003,000 | 48,554,000 | 48,299,000 |
Basic income (loss) per common share: | ||||
Basic income per common share - continuing operations (in dollars per share) | $ 0.13 | $ 0.11 | $ 0.12 | $ 0.04 |
Basic income per common share - discontinued operations (in dollars per share) | 0 | 0 | 0 | 0 |
Basic income per common share (in dollars per share) | 0.13 | 0.11 | 0.12 | 0.04 |
Diluted income (loss) per common share | ||||
Diluted income per common share - continuing operations (in dollars per share) | 0.13 | 0.11 | 0.12 | 0.04 |
Diluted income per common share - discontinued operations (in dollars per share) | 0 | 0 | 0 | 0 |
Diluted income per common share (in dollars per share) | $ 0.13 | $ 0.11 | $ 0.12 | $ 0.04 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Options exercisable which were not included in computation of diluted earnings per share (in shares) | 144,095 | 149,094 | ||
Stock-Based Compensation [Abstract] | ||||
Share-based compensation expense recognized | $ 786 | $ 710 | $ 1,449 | $ 1,209 |
Unrecognized pre-tax compensation expense related to share-based awards not yet vested | $ 5,000 | $ 5,000 | ||
Weighted-average period of recognition | 1 year 9 months 18 days |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Discontinued operations [Abstract] | ||||
Net sales | $ 0 | $ 0 | $ 0 | $ 0 |
Loss from operations | (11) | (10) | (21) | (21) |
Other Income (Expense) | 226 | 196 | 228 | (81) |
Discontinued operations | $ 215 | $ 186 | $ 207 | $ (102) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventories on a FIFO basis [Abstract] | ||
Raw materials | $ 7,844 | $ 8,244 |
Work in process | 12,198 | 14,073 |
Finished manufactured goods | 20,682 | 20,748 |
Total inventories | $ 40,724 | $ 43,065 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | |
Goodwill by reportable segment [Roll Forward] | ||||
Balance as of December 31, 2014 | $ 100,697 | |||
Balance as of June 30, 2015 | 100,697 | |||
Other intangible assets by reportable segment [Roll Forward] | ||||
Beginning Balance | 117,963 | $ 125,430 | ||
Additions | 671 | |||
Amortization | (4,079) | (4,059) | ||
Ending Balance | 113,884 | 122,042 | ||
Goodwill [Abstract] | ||||
Gross Amount | $ 100,697 | $ 100,697 | ||
Accumulated Amortization | 0 | 0 | ||
Carrying Amount | 100,697 | 100,697 | 100,697 | |
Other intangible assets [Abstract] | ||||
Gross Amount | 191,673 | 191,673 | ||
Accumulated Amortization | 77,789 | 73,710 | ||
Carrying Amount | 113,884 | 125,430 | 113,884 | 117,963 |
Estimated amortization expense for other intangible assets, 2015 | 8,200 | |||
Estimated amortization expense for other intangible assets, 2016 | 8,200 | |||
Estimated amortization expense for other intangible assets, 2017 | 8,200 | |||
Estimated amortization expense for other intangible assets, 2018 | 8,200 | |||
Estimated amortization expense for other intangible assets, 2019 | 8,200 | |||
Trade names [Member] | ||||
Other intangible assets by reportable segment [Roll Forward] | ||||
Beginning Balance | 25,200 | |||
Ending Balance | 25,200 | |||
Other intangible assets [Abstract] | ||||
Gross Amount | 25,200 | 25,200 | ||
Accumulated Amortization | 0 | 0 | ||
Carrying Amount | 25,200 | 25,200 | 25,200 | |
Technology [Member] | ||||
Other intangible assets by reportable segment [Roll Forward] | ||||
Beginning Balance | 16,011 | |||
Ending Balance | $ 14,498 | |||
Other intangible assets [Abstract] | ||||
Weighted Average Useful Lives | 10 years 7 months 6 days | |||
Gross Amount | 39,169 | 39,169 | ||
Accumulated Amortization | 24,671 | 23,158 | ||
Carrying Amount | $ 14,498 | 14,498 | 16,011 | |
Customer relationships [Member] | ||||
Other intangible assets by reportable segment [Roll Forward] | ||||
Beginning Balance | 76,752 | |||
Ending Balance | $ 74,186 | |||
Other intangible assets [Abstract] | ||||
Weighted Average Useful Lives | 16 years 9 months 18 days | |||
Gross Amount | 127,304 | 127,304 | ||
Accumulated Amortization | 53,118 | 50,552 | ||
Carrying Amount | $ 74,186 | 74,186 | 76,752 | |
Wheels [Member] | ||||
Goodwill by reportable segment [Roll Forward] | ||||
Balance as of December 31, 2014 | 96,283 | |||
Balance as of June 30, 2015 | 96,283 | |||
Other intangible assets by reportable segment [Roll Forward] | ||||
Beginning Balance | 115,465 | 122,764 | ||
Additions | 671 | |||
Amortization | (3,995) | (3,975) | ||
Ending Balance | 111,470 | 119,460 | ||
Goodwill [Abstract] | ||||
Carrying Amount | 96,283 | 96,283 | 96,283 | |
Other intangible assets [Abstract] | ||||
Carrying Amount | 115,465 | 122,764 | 111,470 | 115,465 |
Brillion Iron Works [Member] | ||||
Goodwill by reportable segment [Roll Forward] | ||||
Balance as of December 31, 2014 | 4,414 | |||
Balance as of June 30, 2015 | 4,414 | |||
Other intangible assets by reportable segment [Roll Forward] | ||||
Beginning Balance | 2,498 | 2,666 | ||
Additions | 0 | |||
Amortization | (84) | (84) | ||
Ending Balance | 2,414 | 2,582 | ||
Goodwill [Abstract] | ||||
Carrying Amount | 4,414 | 4,414 | 4,414 | |
Other intangible assets [Abstract] | ||||
Carrying Amount | $ 2,498 | $ 2,666 | $ 2,414 | $ 2,498 |
Pension and Other Postretirem31
Pension and Other Postretirement Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Components of net periodic benefit cost [Abstract] | ||||
Defined benefit plans employer contributions toward sponsored pension plans | $ 3,200 | $ 3,200 | ||
Anticipated contribution during current fiscal year | 4,500 | |||
Aggregate contribution towards sponsored pension plans | 7,700 | 7,700 | ||
Remeasurements | 17,871 | 17,871 | ||
Pension Benefits [Member] | ||||
Components of net periodic benefit cost [Abstract] | ||||
Service cost-benefits earned during the period | 179 | $ 270 | 356 | $ 534 |
Interest cost on projected benefit obligation | 2,370 | 2,697 | 4,724 | 5,351 |
Expected return on plan assets | (2,785) | (3,213) | (5,557) | (6,368) |
Amortization of net transition (asset) obligation | 0 | 0 | ||
Amortization of prior service (credit) cost | 11 | 11 | 22 | 22 |
Amortization of (gain)/loss | 320 | 51 | 631 | 101 |
Other one-time charges | 0 | 0 | ||
Total benefits cost (credited) charged to income | 95 | (184) | 176 | (360) |
Other Benefits [Member] | ||||
Components of net periodic benefit cost [Abstract] | ||||
Service cost-benefits earned during the period | 101 | 87 | 204 | 172 |
Interest cost on projected benefit obligation | 754 | 883 | 1,614 | 1,759 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of net transition (asset) obligation | 0 | 0 | ||
Amortization of prior service (credit) cost | (93) | (9) | (102) | (18) |
Amortization of (gain)/loss | 94 | 80 | 195 | 157 |
Other one-time charges | 0 | 0 | ||
Total benefits cost (credited) charged to income | $ 856 | $ 1,041 | $ 1,911 | $ 2,070 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Jun. 30, 2015 $ in Millions | USD ($)Employee |
Commitments and Contingencies [Abstract] | |
Environmental reserve | $ | $ 1.5 |
Total number of employees | 2,186 |
Number of salaried employees | 496 |
Employees represented by unions | 1,438 |
Percentage of employees represented by unions (in hundredths) | 66.00% |
Number of employees covered under Rockford, Illinois facility | 282 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior secured notes, interest (in hundredths) | 9.50% | 9.50% |
9.5% senior secured notes, carrying value | $ 306.8 | $ 306.2 |
Fair value of ABL facility | 10 | 17 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
9.5% senior secured notes, fair value | $ 319.2 | $ 319.2 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net sales and operating income by segment [Abstract] | ||||
Net sales | $ 185,380 | $ 181,575 | $ 369,039 | $ 348,359 |
Income (loss) from operations | 14,184 | 12,304 | 23,512 | 18,873 |
Wheels [Member] | ||||
Net sales and operating income by segment [Abstract] | ||||
Net sales | 114,356 | 101,155 | 222,692 | 193,373 |
Income (loss) from operations | 17,405 | 11,857 | 30,657 | 21,599 |
Gunite [Member] | ||||
Net sales and operating income by segment [Abstract] | ||||
Net sales | 47,006 | 48,304 | 84,746 | 92,277 |
Income (loss) from operations | 7,338 | 7,243 | 10,079 | 10,521 |
Brillion Iron Works [Member] | ||||
Net sales and operating income by segment [Abstract] | ||||
Net sales | 24,018 | 32,116 | 61,601 | 62,709 |
Income (loss) from operations | (1,470) | 489 | 726 | 1,764 |
Corporate / Other [Member] | ||||
Net sales and operating income by segment [Abstract] | ||||
Income (loss) from operations | (9,089) | (7,285) | (17,950) | (15,011) |
Inter-segment sales [Member] | ||||
Net sales and operating income by segment [Abstract] | ||||
Net sales | $ 1,733 | $ 3,929 | $ 3,908 | $ 7,770 |
Segment Reporting, Asset reconc
Segment Reporting, Asset reconciliation (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Reconciliation of assets by segment [Abstract] | ||
Total assets | $ 603,700 | $ 598,422 |
Wheels [Member] | ||
Reconciliation of assets by segment [Abstract] | ||
Total assets | 447,532 | 441,835 |
Gunite [Member] | ||
Reconciliation of assets by segment [Abstract] | ||
Total assets | 62,553 | 59,600 |
Brillion Iron Works [Member] | ||
Reconciliation of assets by segment [Abstract] | ||
Total assets | 52,155 | 55,226 |
Corporate / Other [Member] | ||
Reconciliation of assets by segment [Abstract] | ||
Total assets | $ 41,460 | $ 41,761 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Jul. 29, 2010 | Jun. 30, 2015 | Dec. 31, 2014 | Jul. 11, 2013 |
Debt Instrument [Line Items] | ||||
Total debt | $ 316,760 | $ 323,234 | ||
9.5% senior secured notes, net of discount | $ 306,800 | $ 306,200 | ||
Senior secured notes, interest (in hundredths) | 9.50% | 9.50% | ||
9.5% senior secured notes [Member] | ||||
Debt Instrument [Line Items] | ||||
9.5% senior secured notes, net of discount | $ 306,800 | $ 306,200 | ||
Senior secured notes, interest (in hundredths) | 9.50% | 9.50% | ||
ABL Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowed amount from credit facility | $ 10,000 | $ 17,000 | $ 45,300 | |
Excess availability of facility as a percentage of commitment to maintain fixed charge coverage ratio, minimum (in hundredths) | 10.00% | |||
Minimum ratio of adjusted EBITDA | 1 | |||
Credit facility principal amount | $ 75,000 | $ 100,000 | ||
Increase the availability under facility | $ 25,000 | |||
Credit facility maturity date | Jul. 29, 2015 | Jul. 11, 2018 | ||
Aggregate availability subject to certain conditions | $ 100,000 | |||
Interest rate terms | Borrowings under the ABL Facility bear interest through maturity at a variable rate based upon, at our option, either LIBOR or the base rate (which is the greatest of one-half of 1.00% in excess of the federal funds rate, 1.00% in excess of the one-month LIBOR rate and the Agent’s prime rate), plus, in each case, an applicable margin. | |||
Unused line fee if utilization under the facility is greater than or equal to 50% (in hundredths) | 0.50% | 0.25% | ||
Unused line fee if utilization under the facility is less than 50.0% (in hundredths) | 0.75% | 0.375% | ||
Utilization percentage of commitments (in hundredths) | 50.00% | 50.00% | ||
ABL Credit Facility [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread (in hundredths) | 3.50% | |||
ABL Credit Facility [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread (in hundredths) | 2.75% | |||
ABL Credit Facility [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility principal amount | $ 90,000 | |||
ABL Credit Facility [Member] | First-in Last-out Term Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility principal amount | 10,000 | |||
Increase the availability under facility | $ 50,000 | |||
ABL Credit Facility [Member] | First-in Last-out Term Facility [Member] | Minimum [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread (in hundredths) | 2.75% | |||
ABL Credit Facility [Member] | First-in Last-out Term Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread (in hundredths) | 1.00% | |||
ABL Credit Facility [Member] | First-in Last-out Term Facility [Member] | Maximum [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread (in hundredths) | 3.25% | |||
ABL Credit Facility [Member] | First-in Last-out Term Facility [Member] | Maximum [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread (in hundredths) | 1.50% | |||
ABL Credit Facility [Member] | Swingline Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate availability subject to certain conditions | $ 10,000 | $ 10,000 | ||
ABL Credit Facility [Member] | Letter of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate availability subject to certain conditions | $ 20,000 | $ 20,000 | ||
ABL Credit Facility [Member] | Other Advances [Member] | Minimum [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread (in hundredths) | 1.75% | |||
ABL Credit Facility [Member] | Other Advances [Member] | Minimum [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread (in hundredths) | 0.00% | |||
ABL Credit Facility [Member] | Other Advances [Member] | Maximum [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread (in hundredths) | 2.25% | |||
ABL Credit Facility [Member] | Other Advances [Member] | Maximum [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread (in hundredths) | 0.50% |
Guarantor and Non-guarantor F37
Guarantor and Non-guarantor Financial Statements, Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Guarantor and Non-guarantor Financial Statements [Abstract] | ||||||
Percentage of ownership in domestic subsidiaries (in hundredths) | 100.00% | |||||
ASSETS | ||||||
Cash and cash equivalents | $ 30,847 | $ 29,773 | $ 31,903 | $ 33,426 | ||
Customer and other receivables, net | 77,691 | 63,570 | ||||
Intercompany receivable | 0 | 0 | ||||
Inventories | 40,724 | 43,065 | ||||
Other current assets | 13,586 | 13,472 | ||||
Total current assets | 162,848 | 149,880 | ||||
Property, plant, and equipment, net | 206,174 | 212,183 | ||||
Goodwill | 100,697 | 100,697 | ||||
Intangible assets, net | 113,884 | 117,963 | 122,042 | 125,430 | ||
Investments in and advances to subsidiaries and affiliates | 0 | 0 | ||||
Deferred income taxes | 2,797 | |||||
Other non-current assets | 17,300 | 17,699 | ||||
TOTAL | 603,700 | 598,422 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Accounts payable | 65,573 | 56,452 | ||||
Intercompany payable | 0 | 0 | ||||
Accrued payroll and compensation | 8,375 | 10,620 | ||||
Accrued interest payable | 12,462 | 12,428 | ||||
Accrued and other liabilities | 17,335 | 17,571 | ||||
Total current liabilities | 103,745 | 97,071 | ||||
Long term debt | 316,760 | 323,234 | ||||
Deferred and non-current income taxes | 23,238 | 21,371 | ||||
Other non-current liabilities | 103,525 | 125,943 | ||||
Stockholders' equity | 56,432 | $ 31,789 | 30,803 | 64,984 | $ 58,890 | 61,884 |
TOTAL | 603,700 | 598,422 | ||||
Eliminations [Member] | ||||||
ASSETS | ||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | ||
Customer and other receivables, net | 0 | 403 | ||||
Intercompany receivable | (118,949) | (249,413) | ||||
Inventories | (408) | (403) | ||||
Other current assets | 0 | 0 | ||||
Total current assets | (119,357) | (249,413) | ||||
Property, plant, and equipment, net | 0 | 0 | ||||
Goodwill | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Investments in and advances to subsidiaries and affiliates | (165,788) | (128,372) | ||||
Deferred income taxes | (37,662) | |||||
Other non-current assets | 0 | 0 | ||||
TOTAL | (322,807) | (377,785) | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Accounts payable | 0 | 0 | ||||
Intercompany payable | (119,357) | (249,413) | ||||
Accrued payroll and compensation | 0 | 0 | ||||
Accrued interest payable | 0 | 0 | ||||
Accrued and other liabilities | 0 | 0 | ||||
Total current liabilities | (119,357) | (249,413) | ||||
Long term debt | 0 | 0 | ||||
Deferred and non-current income taxes | (37,662) | 0 | ||||
Other non-current liabilities | 0 | 0 | ||||
Stockholders' equity | (165,788) | (128,372) | ||||
TOTAL | (322,807) | (377,785) | ||||
Parent [Member] | ||||||
ASSETS | ||||||
Cash and cash equivalents | 21,713 | 22,710 | 24,584 | 31,018 | ||
Customer and other receivables, net | 51,354 | 35,630 | ||||
Intercompany receivable | 0 | 191,272 | ||||
Inventories | 20,373 | 18,693 | ||||
Other current assets | 6,774 | 4,970 | ||||
Total current assets | 100,214 | 273,275 | ||||
Property, plant, and equipment, net | 78,031 | 78,603 | ||||
Goodwill | 96,283 | 96,283 | ||||
Intangible assets, net | 111,470 | 115,465 | ||||
Investments in and advances to subsidiaries and affiliates | 165,788 | 128,372 | ||||
Deferred income taxes | 0 | |||||
Other non-current assets | 5,907 | 3,118 | ||||
TOTAL | 557,693 | 695,116 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Accounts payable | 17,395 | 15,209 | ||||
Intercompany payable | 87,645 | 249,407 | ||||
Accrued payroll and compensation | 1,278 | 4,002 | ||||
Accrued interest payable | 12,462 | 12,428 | ||||
Accrued and other liabilities | 4,309 | 4,183 | ||||
Total current liabilities | 123,089 | 285,229 | ||||
Long term debt | 316,760 | 323,234 | ||||
Deferred and non-current income taxes | 47,326 | 41,775 | ||||
Other non-current liabilities | 14,086 | 14,075 | ||||
Stockholders' equity | 56,432 | 30,803 | ||||
TOTAL | 557,693 | 695,116 | ||||
Guarantor Subsidiaries [Member] | ||||||
ASSETS | ||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | ||
Customer and other receivables, net | 20,783 | 20,994 | ||||
Intercompany receivable | 32,364 | 5,086 | ||||
Inventories | 17,397 | 21,352 | ||||
Other current assets | 2,037 | 3,386 | ||||
Total current assets | 72,581 | 50,818 | ||||
Property, plant, and equipment, net | 97,703 | 101,648 | ||||
Goodwill | 4,414 | 4,414 | ||||
Intangible assets, net | 2,414 | 2,498 | ||||
Investments in and advances to subsidiaries and affiliates | 0 | 0 | ||||
Deferred income taxes | 35,640 | |||||
Other non-current assets | 345 | 3,774 | ||||
TOTAL | 213,097 | 163,152 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Accounts payable | 36,894 | 31,931 | ||||
Intercompany payable | 0 | 0 | ||||
Accrued payroll and compensation | 6,011 | 5,458 | ||||
Accrued interest payable | 0 | 0 | ||||
Accrued and other liabilities | 9,956 | 10,060 | ||||
Total current liabilities | 52,861 | 47,449 | ||||
Long term debt | 0 | 0 | ||||
Deferred and non-current income taxes | 10,615 | (20,736) | ||||
Other non-current liabilities | 71,875 | 93,245 | ||||
Stockholders' equity | 77,746 | 43,194 | ||||
TOTAL | 213,097 | 163,152 | ||||
Non-guarantor Subsidiaries [Member] | ||||||
ASSETS | ||||||
Cash and cash equivalents | 9,134 | 7,063 | $ 7,319 | $ 2,408 | ||
Customer and other receivables, net | 5,554 | 6,543 | ||||
Intercompany receivable | 86,585 | 53,055 | ||||
Inventories | 3,362 | 3,423 | ||||
Other current assets | 4,775 | 5,116 | ||||
Total current assets | 109,410 | 75,200 | ||||
Property, plant, and equipment, net | 30,440 | 31,932 | ||||
Goodwill | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Investments in and advances to subsidiaries and affiliates | 0 | 0 | ||||
Deferred income taxes | 4,819 | |||||
Other non-current assets | 11,048 | 10,807 | ||||
TOTAL | 155,717 | 117,939 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Accounts payable | 11,284 | 9,312 | ||||
Intercompany payable | 31,712 | 6 | ||||
Accrued payroll and compensation | 1,086 | 1,160 | ||||
Accrued interest payable | 0 | 0 | ||||
Accrued and other liabilities | 3,070 | 3,328 | ||||
Total current liabilities | 47,152 | 13,806 | ||||
Long term debt | 0 | 0 | ||||
Deferred and non-current income taxes | 2,959 | 332 | ||||
Other non-current liabilities | 17,564 | 18,623 | ||||
Stockholders' equity | 88,042 | 85,178 | ||||
TOTAL | $ 155,717 | $ 117,939 |
Guarantor and Non-guarantor F38
Guarantor and Non-guarantor Financial Statements, Condensed Consolidated Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | ||||
Net sales | $ 185,380 | $ 181,575 | $ 369,039 | $ 348,359 |
Cost of goods sold | 159,474 | 159,153 | 322,202 | 308,914 |
Gross profit | 25,906 | 22,422 | 46,837 | 39,445 |
Operating expenses | 11,722 | 10,118 | 23,325 | 20,572 |
Income from operations | 14,184 | 12,304 | 23,512 | 18,873 |
Other income (expense): | ||||
Interest expense, net | (8,354) | (8,487) | (16,704) | (16,907) |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Other income (expense), net | (84) | (169) | (1,256) | (699) |
Income before income taxes from continuing operations | 5,746 | 3,648 | 5,552 | 1,267 |
Income tax provision (benefit) | (378) | (1,461) | 8 | (557) |
Net income from continuing operations | 6,124 | 5,109 | 5,544 | 1,824 |
Discontinued operations, net of tax | 215 | 186 | 207 | (102) |
Net income | 6,339 | 5,295 | 5,751 | 1,722 |
Comprehensive income | 23,905 | 5,435 | 24,591 | 2,195 |
Eliminations [Member] | ||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | ||||
Net sales | (61,287) | (51,670) | (118,140) | (100,373) |
Cost of goods sold | (60,879) | (51,178) | (117,431) | (99,442) |
Gross profit | (408) | (492) | (709) | (931) |
Operating expenses | 0 | 0 | 0 | 0 |
Income from operations | (408) | (492) | (709) | (931) |
Other income (expense): | ||||
Interest expense, net | 0 | 0 | 0 | 0 |
Equity in earnings of subsidiaries | (14,299) | (8,388) | (21,912) | (14,061) |
Other income (expense), net | 0 | 0 | 0 | 0 |
Income before income taxes from continuing operations | (14,707) | (8,880) | (22,621) | (14,992) |
Income tax provision (benefit) | 0 | 0 | 0 | 0 |
Net income from continuing operations | (14,707) | (8,880) | (22,621) | (14,992) |
Discontinued operations, net of tax | 0 | 0 | 0 | 0 |
Net income | (14,707) | (8,880) | (22,621) | (14,992) |
Comprehensive income | (31,761) | (9,009) | (40,927) | (15,443) |
Parent [Member] | ||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | ||||
Net sales | 135,630 | 123,044 | 255,129 | 231,575 |
Cost of goods sold | 123,642 | 108,284 | 230,878 | 207,166 |
Gross profit | 11,988 | 14,760 | 24,251 | 24,409 |
Operating expenses | 11,434 | 9,843 | 22,737 | 19,965 |
Income from operations | 554 | 4,917 | 1,514 | 4,444 |
Other income (expense): | ||||
Interest expense, net | (8,754) | (8,766) | (17,442) | (17,423) |
Equity in earnings of subsidiaries | 14,299 | 8,388 | 21,912 | 14,061 |
Other income (expense), net | 290 | (800) | (279) | (877) |
Income before income taxes from continuing operations | 6,389 | 3,739 | 5,705 | 205 |
Income tax provision (benefit) | 50 | (1,556) | (46) | (1,517) |
Net income from continuing operations | 6,339 | 5,295 | 5,751 | 1,722 |
Discontinued operations, net of tax | 0 | 0 | 0 | 0 |
Net income | 6,339 | 5,295 | 5,751 | 1,722 |
Comprehensive income | 23,905 | 5,435 | 24,591 | 2,195 |
Guarantor Subsidiaries [Member] | ||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | ||||
Net sales | 78,921 | 76,532 | 168,164 | 150,834 |
Cost of goods sold | 67,974 | 69,982 | 149,991 | 139,686 |
Gross profit | 10,947 | 6,550 | 18,173 | 11,148 |
Operating expenses | 250 | 222 | 504 | 502 |
Income from operations | 10,697 | 6,328 | 17,669 | 10,646 |
Other income (expense): | ||||
Interest expense, net | (51) | (59) | (105) | (120) |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Other income (expense), net | 0 | 63 | 0 | 126 |
Income before income taxes from continuing operations | 10,646 | 6,332 | 17,564 | 10,652 |
Income tax provision (benefit) | (490) | 0 | (347) | 143 |
Net income from continuing operations | 11,136 | 6,332 | 17,911 | 10,509 |
Discontinued operations, net of tax | 0 | 0 | 0 | 0 |
Net income | 11,136 | 6,332 | 17,911 | 10,509 |
Comprehensive income | 28,034 | 6,322 | 34,899 | 10,486 |
Non-guarantor Subsidiaries [Member] | ||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | ||||
Net sales | 32,116 | 33,669 | 63,886 | 66,323 |
Cost of goods sold | 28,737 | 32,065 | 58,764 | 61,504 |
Gross profit | 3,379 | 1,604 | 5,122 | 4,819 |
Operating expenses | 38 | 53 | 84 | 105 |
Income from operations | 3,341 | 1,551 | 5,038 | 4,714 |
Other income (expense): | ||||
Interest expense, net | 451 | 338 | 843 | 636 |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Other income (expense), net | (374) | 568 | (977) | 52 |
Income before income taxes from continuing operations | 3,418 | 2,457 | 4,904 | 5,402 |
Income tax provision (benefit) | 62 | 95 | 401 | 817 |
Net income from continuing operations | 3,356 | 2,362 | 4,503 | 4,585 |
Discontinued operations, net of tax | 215 | 186 | 207 | (102) |
Net income | 3,571 | 2,548 | 4,710 | 4,483 |
Comprehensive income | $ 3,727 | $ 2,687 | $ 6,028 | $ 4,957 |
Guarantor and Non-guarantor F39
Guarantor and Non-guarantor Financial Statements, Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income | $ 6,339 | $ 5,295 | $ 5,751 | $ 1,722 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation | 16,930 | 16,443 | ||
Amortization - deferred financing costs and debt discount | 1,239 | 1,239 | ||
Amortization - other intangible assets | 4,079 | 4,059 | ||
(Gain) loss on disposal of assets | 98 | 406 | ||
Deferred income taxes | (463) | (15) | ||
Non-cash stock-based compensation | 786 | 710 | 1,449 | 1,209 |
Equity in earnings of subsidiaries and affiliates | 0 | 0 | ||
Change in other operating items | (10,463) | (20,803) | ||
Net cash provided by operating activities | 18,620 | 4,260 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of property, plant and equipment | (9,244) | (14,748) | ||
Proceeds from notes receivable | 0 | 0 | ||
Payments on notes receivable | 0 | 0 | ||
Other | 0 | 564 | ||
Net cash used in investing activities | (9,244) | (14,184) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Payments of notes payable | (23,000) | 0 | ||
Proceeds from notes payable | 16,000 | 10,000 | ||
Principal payments on capital leases | (1,288) | (1,599) | ||
Other | (14) | (1,599) | ||
Net cash (used in) provided by financing activities | (8,302) | 8,401 | ||
Net increase (decrease) in cash and cash equivalents | 1,074 | (1,523) | ||
Cash and cash equivalents, beginning of period | 29,773 | 33,426 | ||
Cash and cash equivalents, end of period | 30,847 | 31,903 | 30,847 | 31,903 |
Eliminations [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income | (14,707) | (8,880) | (22,621) | (14,992) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation | 0 | 0 | ||
Amortization - deferred financing costs and debt discount | 0 | 0 | ||
Amortization - other intangible assets | 0 | 0 | ||
(Gain) loss on disposal of assets | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Non-cash stock-based compensation | 0 | 0 | ||
Equity in earnings of subsidiaries and affiliates | 21,912 | 14,061 | ||
Change in other operating items | 709 | 931 | ||
Net cash provided by operating activities | 0 | 0 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of property, plant and equipment | 0 | 0 | ||
Proceeds from notes receivable | 67,807 | 131,540 | ||
Payments on notes receivable | (114,721) | (71,313) | ||
Other | 0 | 0 | ||
Net cash used in investing activities | (46,914) | 60,227 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Payments of notes payable | 114,721 | 71,313 | ||
Proceeds from notes payable | (67,807) | (131,540) | ||
Principal payments on capital leases | 0 | |||
Other | 0 | 0 | ||
Net cash (used in) provided by financing activities | 46,914 | (60,227) | ||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents, beginning of period | 0 | 0 | ||
Cash and cash equivalents, end of period | 0 | 0 | 0 | 0 |
Parent [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income | 6,339 | 5,295 | 5,751 | 1,722 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation | 5,558 | 5,488 | ||
Amortization - deferred financing costs and debt discount | 1,239 | 1,239 | ||
Amortization - other intangible assets | 3,995 | 3,975 | ||
(Gain) loss on disposal of assets | 123 | 322 | ||
Deferred income taxes | 27 | (292) | ||
Non-cash stock-based compensation | 1,449 | 1,209 | ||
Equity in earnings of subsidiaries and affiliates | (21,912) | (14,061) | ||
Change in other operating items | 18,869 | 9,268 | ||
Net cash provided by operating activities | 15,099 | 8,870 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of property, plant and equipment | (4,776) | (6,236) | ||
Proceeds from notes receivable | (48,107) | (64,880) | ||
Payments on notes receivable | 67,829 | 25,568 | ||
Other | 0 | (671) | ||
Net cash used in investing activities | 14,946 | (46,219) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Payments of notes payable | (69,892) | (45,700) | ||
Proceeds from notes payable | 35,700 | 76,615 | ||
Principal payments on capital leases | 3,164 | |||
Other | (14) | 0 | ||
Net cash (used in) provided by financing activities | (31,042) | 30,915 | ||
Net increase (decrease) in cash and cash equivalents | (997) | (6,434) | ||
Cash and cash equivalents, beginning of period | 22,710 | 31,018 | ||
Cash and cash equivalents, end of period | 21,713 | 24,584 | 21,713 | 24,584 |
Guarantor Subsidiaries [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income | 11,136 | 6,332 | 17,911 | 10,509 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation | 9,418 | 8,864 | ||
Amortization - deferred financing costs and debt discount | 0 | 0 | ||
Amortization - other intangible assets | 84 | 84 | ||
(Gain) loss on disposal of assets | 37 | 57 | ||
Deferred income taxes | (490) | 0 | ||
Non-cash stock-based compensation | 0 | 0 | ||
Equity in earnings of subsidiaries and affiliates | 0 | 0 | ||
Change in other operating items | (29,152) | (29,191) | ||
Net cash provided by operating activities | (2,192) | (9,677) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of property, plant and equipment | (3,990) | (8,356) | ||
Proceeds from notes receivable | (19,700) | (66,615) | ||
Payments on notes receivable | 46,892 | 45,700 | ||
Other | 0 | 1,235 | ||
Net cash used in investing activities | 23,202 | (28,036) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Payments of notes payable | (67,829) | (25,613) | ||
Proceeds from notes payable | 48,107 | 64,925 | ||
Principal payments on capital leases | (1,288) | |||
Other | 0 | (1,599) | ||
Net cash (used in) provided by financing activities | (21,010) | 37,713 | ||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents, beginning of period | 0 | 0 | ||
Cash and cash equivalents, end of period | 0 | 0 | 0 | 0 |
Non-guarantor Subsidiaries [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income | 3,571 | 2,548 | 4,710 | 4,483 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation | 1,954 | 2,091 | ||
Amortization - deferred financing costs and debt discount | 0 | 0 | ||
Amortization - other intangible assets | 0 | 0 | ||
(Gain) loss on disposal of assets | (62) | 27 | ||
Deferred income taxes | 0 | 277 | ||
Non-cash stock-based compensation | 0 | 0 | ||
Equity in earnings of subsidiaries and affiliates | 0 | 0 | ||
Change in other operating items | (889) | (1,811) | ||
Net cash provided by operating activities | 5,713 | 5,067 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of property, plant and equipment | (478) | (156) | ||
Proceeds from notes receivable | 0 | (45) | ||
Payments on notes receivable | 0 | 45 | ||
Other | 0 | 0 | ||
Net cash used in investing activities | (478) | (156) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Payments of notes payable | 0 | 0 | ||
Proceeds from notes payable | 0 | 0 | ||
Principal payments on capital leases | (3,164) | |||
Other | 0 | 0 | ||
Net cash (used in) provided by financing activities | (3,164) | 0 | ||
Net increase (decrease) in cash and cash equivalents | 2,071 | 4,911 | ||
Cash and cash equivalents, beginning of period | 7,063 | 2,408 | ||
Cash and cash equivalents, end of period | $ 9,134 | $ 7,319 | $ 9,134 | $ 7,319 |
Changes in Accumulated Other 40
Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Accumulated other comprehensive income (loss), beginning balance | $ (48,364) | $ (18,379) | $ (49,638) | $ (18,712) |
Amounts reclassified from accumulated other comprehensive income (loss) | 17,566 | 140 | 18,840 | 473 |
Accumulated other comprehensive income (loss), ending balance | (30,798) | (18,239) | (30,798) | (18,239) |
Amounts reclassified from accumulated other comprehensive loss: | ||||
Actuarial costs (reclassified to salaries, wages, and benefits) | 414 | 131 | 826 | 258 |
Prior service costs (reclassified to salaries, wages, and benefits) | (82) | 2 | (80) | 4 |
Foreign currency translation related to pension and postretirement plans | (231) | (4) | 975 | 289 |
Remeasurements | 17,871 | 17,871 | ||
Income tax provision AOCI (benefit) | (406) | 11 | (752) | (78) |
Amounts reclassified from accumulated other comprehensive income (loss) | 17,566 | 140 | 18,840 | 473 |
Pension Plan [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Accumulated other comprehensive income (loss), beginning balance | (39,209) | (20,433) | (40,160) | (20,429) |
Amounts reclassified from accumulated other comprehensive income (loss) | 213 | 121 | 1,164 | 117 |
Accumulated other comprehensive income (loss), ending balance | (38,996) | (20,312) | (38,996) | (20,312) |
Amounts reclassified from accumulated other comprehensive loss: | ||||
Actuarial costs (reclassified to salaries, wages, and benefits) | 320 | 51 | 631 | 101 |
Prior service costs (reclassified to salaries, wages, and benefits) | 11 | 11 | 22 | 22 |
Foreign currency translation related to pension and postretirement plans | (180) | 237 | 705 | 261 |
Remeasurements | 0 | 0 | ||
Income tax provision AOCI (benefit) | 62 | (178) | (194) | (267) |
Amounts reclassified from accumulated other comprehensive income (loss) | 213 | 121 | 1,164 | 117 |
Post Retirement Plan [Member] | Accumulated Defined Benefit Plans Adjustment [Member] | ||||
Amounts reclassified from accumulated other comprehensive loss: | ||||
Remeasurements | 17,871 | 17,871 | ||
Post Retirement Plan [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Accumulated other comprehensive income (loss), beginning balance | (9,155) | 2,054 | (9,478) | 1,717 |
Amounts reclassified from accumulated other comprehensive income (loss) | 17,353 | 19 | 17,676 | 356 |
Accumulated other comprehensive income (loss), ending balance | 8,198 | 2,073 | 8,198 | 2,073 |
Amounts reclassified from accumulated other comprehensive loss: | ||||
Actuarial costs (reclassified to salaries, wages, and benefits) | 94 | 80 | 195 | 157 |
Prior service costs (reclassified to salaries, wages, and benefits) | (93) | (9) | (102) | (18) |
Foreign currency translation related to pension and postretirement plans | (51) | (241) | 270 | 28 |
Remeasurements | 17,871 | 17,871 | ||
Income tax provision AOCI (benefit) | (468) | 189 | (558) | 189 |
Amounts reclassified from accumulated other comprehensive income (loss) | $ 17,353 | $ 19 | $ 17,676 | $ 356 |