Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SUP | |
Entity Registrant Name | SUPERIOR INDUSTRIES INTERNATIONAL INC | |
Entity Central Index Key | 0000095552 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 25,591,930 | |
Smaller Reporting Company | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 1-6615 | |
Entity Tax Identification Number | 95-2594729 | |
Entity Address, Address Line One | 26600 Telegraph Road | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Southfield | |
Entity Address, State or Province | MI | |
Entity Address, Postal Zip Code | 48033 | |
City Area Code | 248 | |
Local Phone Number | 352-7300 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
NET SALES | $ 301,112 | $ 357,693 |
Cost of sales | 277,951 | 324,571 |
GROSS PROFIT | 23,161 | 33,122 |
Selling, general and administrative expenses | 12,535 | 14,483 |
Impairment of goodwill and indefinite-lived intangibles | 193,641 | |
INCOME (LOSS) FROM OPERATIONS | (183,015) | 18,639 |
Interest expense, net | (11,850) | (11,873) |
Other income, net | 1,323 | 127 |
CONSOLIDATED INCOME (LOSS) BEFORE INCOME TAXES | (193,542) | 6,893 |
Income tax benefit (provision) | 3,460 | (4,943) |
NET INCOME (LOSS) ATTRIBUTABLE TO SUPERIOR | $ (190,082) | $ 1,950 |
LOSS PER SHARE – BASIC | $ (7.84) | $ (0.24) |
LOSS PER SHARE – DILUTED | $ (7.84) | $ (0.24) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income (loss) attributable to Superior | $ (190,082) | $ 1,950 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation loss | (35,533) | (7,349) |
Change in unrecognized gains (losses) on derivative instruments: | ||
Change in fair value of derivatives | (58,426) | 6,414 |
Tax benefit (provision) | 13,129 | (1,488) |
Change in unrecognized gains (losses) on derivative instruments, net of tax | (45,297) | 4,926 |
Defined benefit pension plan: | ||
Actuarial gains on pension obligations, net of curtailments and amortization | 72 | 52 |
Tax (provision) | (17) | (11) |
Pension changes, net of tax | 55 | 41 |
Other comprehensive loss, net of tax | (80,775) | (2,382) |
Comprehensive loss attributable to Superior | $ (270,857) | $ (432) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 282,163 | $ 77,927 |
Accounts receivable, net | 70,243 | 76,786 |
Inventories, net | 169,864 | 168,470 |
Income taxes receivable | 4,431 | 4,630 |
Other current assets | 28,119 | 26,375 |
Total current assets | 554,820 | 354,188 |
Property, plant and equipment, net | 503,213 | 529,282 |
Deferred income tax assets, net | 52,305 | 38,607 |
Goodwill | 184,832 | |
Intangibles, net | 117,980 | 137,078 |
Other non-current assets | 55,476 | 67,880 |
Total assets | 1,283,794 | 1,311,867 |
Current liabilities: | ||
Accounts payable | 138,774 | 123,112 |
Short-term debt | 56,853 | 4,010 |
Accrued expenses | 79,991 | 60,845 |
Income taxes payable | 166 | 3,148 |
Total current liabilities | 275,784 | 191,115 |
Long-term debt (less current portion) | 752,991 | 611,025 |
Non-current income tax liabilities | 7,058 | 6,523 |
Deferred income tax liabilities, net | 8,041 | 12,369 |
Other non-current liabilities | 99,988 | 71,640 |
Commitments and contingent liabilities (Note 17) | ||
Mezzanine equity: | ||
Preferred stock, $0.01 par value Authorized - 1,000,000 shares Issued and outstanding - 150,000 shares outstanding at March 31, 2020 and December 31, 2019 | 165,397 | 160,980 |
European non-controlling redeemable equity | 2,225 | 6,525 |
Shareholders’ equity (deficit): | ||
Common stock, $0.01 par value Authorized - 100,000,000 shares Issued and outstanding - 25,474,477 and 25,128,158 shares at March 31, 2020 and December 31, 2019 | 92,678 | 93,331 |
Accumulated other comprehensive loss | (180,853) | (100,078) |
Retained earnings | 60,485 | 258,437 |
Total shareholders’ equity (deficit) | (27,690) | 251,690 |
Total liabilities, mezzanine equity and shareholders’ equity (deficit) | $ 1,283,794 | $ 1,311,867 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 150,000 | 150,000 |
Preferred stock, shares outstanding | 150,000 | 150,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,474,477 | 25,128,158 |
Common stock, shares outstanding | 25,474,477 | 25,128,158 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (190,082) | $ 1,950 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 24,392 | 23,331 |
Income tax, non-cash changes | (5,849) | (1,719) |
Impairment of goodwill and indefinite-lived intangibles | 193,641 | |
Stock-based compensation | (653) | 504 |
Amortization of debt issuance costs | 1,385 | 953 |
Other non-cash items | (3,600) | 2,291 |
Accounts receivable | (423) | (31,270) |
Inventories | (5,209) | 7,463 |
Other assets and liabilities | 2,897 | 9,680 |
Accounts payable | 16,904 | 5,287 |
Income taxes | (2,090) | 10,221 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 31,313 | 28,691 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to property, plant and equipment | (13,865) | (13,392) |
Other investing activities | 1,461 | |
NET CASH USED IN INVESTING ACTIVITIES | (13,865) | (11,931) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of long-term debt | 11,690 | |
Repayments of debt | (22,600) | (1,000) |
Cash dividends paid | (3,392) | (6,128) |
Purchase of non-controlling redeemable shares | (4,190) | (1,411) |
Payments related to tax withholdings for stock-based compensation | (108) | |
Proceeds from borrowings on revolving credit facility | 213,825 | 25,000 |
Repayments of borrowings on revolving credit facility | (5,992) | (25,000) |
Other financing activities | (292) | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 189,049 | (8,647) |
Effect of exchange rate changes on cash | (2,261) | (1,938) |
Net increase in cash and cash equivalents | 204,236 | 6,175 |
Cash and cash equivalents at the beginning of the period | 77,927 | 47,464 |
Cash and cash equivalents at the end of the period | $ 282,163 | $ 53,639 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Unrecognized Gains (Losses) on Derivative Instruments | Pension Obligations | Cumulative Translation Adjustment | Retained Earnings |
Beginning of period at Dec. 31, 2018 | $ 373,265 | $ 87,723 | $ (3,205) | $ (3,000) | $ (99,290) | $ 391,037 |
Beginning of the period (in shares) at Dec. 31, 2018 | 25,019,237 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Consolidated net income (loss) | 1,950 | 1,950 | ||||
Change in unrecognized gains/losses on derivative instruments, net of tax | 4,926 | 4,926 | ||||
Change in employee benefit plans, net of taxes | 41 | 41 | ||||
Net foreign currency translation adjustment | (7,349) | (7,349) | ||||
Common stock issued, net of shares withheld for employee taxes (in shares) | 54,123 | |||||
Stock-based compensation | 396 | $ 396 | ||||
Cash dividend declared | (2,323) | (2,323) | ||||
Redeemable preferred dividend and accretion | (7,771) | (7,771) | ||||
European non-controlling redeemable equity dividend | (121) | (121) | ||||
End of period at Mar. 31, 2019 | 363,014 | $ 88,119 | 1,721 | (2,959) | (106,639) | 382,772 |
End of the period (in shares) at Mar. 31, 2019 | 25,073,360 | |||||
Beginning of period at Dec. 31, 2018 | 373,265 | $ 87,723 | (3,205) | (3,000) | (99,290) | 391,037 |
Beginning of the period (in shares) at Dec. 31, 2018 | 25,019,237 | |||||
End of period at Dec. 31, 2019 | $ 251,690 | $ 93,331 | 9,951 | (5,571) | (104,458) | 258,437 |
End of the period (in shares) at Dec. 31, 2019 | 25,128,158 | 25,128,158 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Consolidated net income (loss) | $ (190,082) | (190,082) | ||||
Change in unrecognized gains/losses on derivative instruments, net of tax | (45,297) | (45,297) | ||||
Change in employee benefit plans, net of taxes | 55 | 55 | ||||
Net foreign currency translation adjustment | (35,533) | (35,533) | ||||
Common stock issued, net of shares withheld for employee taxes (in shares) | 346,319 | |||||
Stock-based compensation | (653) | $ (653) | ||||
Redeemable preferred dividend and accretion | (7,850) | (7,850) | ||||
European non-controlling redeemable equity dividend | (20) | (20) | ||||
End of period at Mar. 31, 2020 | $ (27,690) | $ 92,678 | $ (35,346) | $ (5,516) | $ (139,991) | $ 60,485 |
End of the period (in shares) at Mar. 31, 2020 | 25,474,477 | 25,474,477 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Shareholders' Equity (Deficit) (Parenthetical) | 3 Months Ended |
Mar. 31, 2019$ / shares | |
Statement Of Stockholders Equity [Abstract] | |
Cash dividend declared per share | $ 0.09 |
Nature of Operations and Presen
Nature of Operations and Presentation of Condensed Consolidated Financial Statements | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of Operations and Presentation of Condensed Consolidated Financial Statements | NOTE 1 – NATURE OF OPERATIONS AND PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Nature of Operations Superior Industries International, Inc.’s (referred herein as the “Company,” “Superior,” or “we” and “our”) principal business is the design and manufacture of aluminum wheels for sale to original equipment manufacturers (OEMs) in North America and Europe and aftermarket distributors in Europe. We employ approximately 8,400 employees, operating in eight manufacturing facilities in North America and Europe with a combined annual manufacturing capacity of approximately 20 million wheels. We are one of the largest suppliers to global OEMs and we believe we are the #1 European aluminum wheel aftermarket manufacturer and supplier. Our OEM aluminum wheels accounted for approximately 93 percent of our sales in the first quarter of 2020 and are primarily sold for factory installation on vehicle models manufactured by BMW (including Mini), Daimler AG Company (Mercedes-Benz, AMG, Smart), FCA, Ford, GM, Honda, Jaguar-Land Rover, Mazda, Mitsubishi, Nissan, PSA, Renault, Subaru, Suzuki, Toyota, VW Group (Volkswagen, Audi, SEAT, Skoda, Porsche, Bentley) and Volvo. We also sell aluminum wheels to the European aftermarket under the brands ATS, RIAL, ALUTEC and ANZIO. North America and Europe represent the principal markets for our products, but we have a global presence and diversified customer base consisting of North American, European and Asian OEMs. We have determined that our North American and European operations should be treated as separate reporting segments as further described in Note 5, “Business Segments.” Presentation of Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the SEC’s requirements for quarterly reports on Form 10-Q and U.S. Generally Accepted Accounting Principles (“GAAP”) and, in our opinion, contain all adjustments, of a normal and recurring nature, which are necessary for fair presentation of (i) the condensed consolidated statements of income (loss) for the three-month periods ended March 31, 2020 and March 31, 2019, (ii) the condensed consolidated statements of comprehensive income (loss) for the three-month periods ended March 31, 2020 and March 31, 2019, (iii) the condensed consolidated balance sheets at March 31, 2020 and December 31, 2019, (iv) the condensed consolidated statements of cash flows for the three-month periods ended March 31, 2020 and March 31, 2019, and (v) the condensed consolidated statements of shareholders’ equity (deficit) for the three-month periods ended March 31, 2020 and March 31, 2019. This Quarterly Report on Form 10-Q should be read in conjunction with our consolidated financial statements and notes thereto filed with the Securities and Exchange Commission (“SEC”) in our 2019 Annual Report on Form 10-K. Interim financial reporting standards require us to make estimates that are based on assumptions regarding the outcome of future events and circumstances not known at that time, including the use of estimated effective tax rates. Inevitably, some assumptions will not materialize, unanticipated events or circumstances may occur which vary from those estimates and such variations may significantly affect our future results. Additionally, interim results may not be indicative of our results for future interim periods or our annual results. Certain prior year amounts have been reclassified to conform with the current year presentation. Cash Paid for Interest and Taxes and Non-Cash Investing Activities Cash paid for interest was $6.0 million and $6.6 million for the three months ended March 31, 2020 and March 31, 2019, respectively. Net cash income taxes paid (refunded) was $4.4 million and $(1.6) million for the three months ended March 31, 2020 and March 31, 2019, respectively. As of March 31, 2020 and 2019, $ 4.1 New Accounting Standards Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement .” Effective January 1, 2020, the Company adopted ASU 2018-13 which allows companies to remove, modify and add certain disclosures related to fair value measurements. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statement disclosures. Accounting Standards Issued but Not Yet Adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (ASU 2016-13), which requires entities to use a new impairment model based on current expected credit losses (“CECL”) rather than incurred losses. Under CECL, estimated credit losses would incorporate relevant information about past events, current conditions and reasonable and supportable forecasts and any expected credit losses would be recognized at the time of sale. As a smaller reporting company (as defined under SEC regulations), the Company is not required to adopt the new standard until fiscal years beginning after December 31, 2022. We are evaluating the impact this new standard will have on our financial statements and disclosures. ASU 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans.” In August 2018, the FASB issued an ASU entitled “Compensation - Retirement Benefits - Defined Benefit Plans - General Subtopic 715-20 - Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans” (ASU 2018-14), which is designed to improve the effectiveness of disclosures by removing and adding disclosures related to defined benefit plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020. We are evaluating the impact this new standard will have on our financial statement disclosures. ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In March 2020, the FASB issued ASU 2020-04 entitled “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides temporary optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The relief provided by this guidance is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform initiatives being undertaken in an effort to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The optional amendments of this guidance are effective for all entities upon adoption. We are currently assessing the impact of this update on our consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | NOTE 2 – REVENUE In accordance with ASC 606, “Revenue from Contracts with Customers,” the Company disaggregates revenue from contracts with customers into our operating segments, North America and Europe. Revenues by segment for the three months ended March 31, 2020 and 2019 are summarized in Note 5, “Business Segments.” The Company’s customer receivables and current and long-term contract liabilities balances as of March 31, 2020 and December 31, 2019 are as follows (in thousands): March 31, 2020 December 31, 2019 Customer receivables $ 64,455 $ 68,283 Contract liabilities—current 8,073 5,880 Contract liabilities—noncurrent 11,776 13,577 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 3 – FAIR VALUE MEASUREMENTS The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis, while other assets and liabilities are measured at fair value on a nonrecurring basis, such as when we have an asset impairment. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The carrying amounts for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short period of time until maturity. Cash and Cash Equivalents Cash and cash equivalents generally consist of cash, certificates of deposit and fixed deposits and money market funds with original maturities of three months or less. Derivative Financial Instruments Our derivatives are over-the-counter customized derivative transactions and are not exchange traded. We estimate the fair value of these instruments using industry-standard valuation models such as discounted cash flow. These models project future cash flows and discount the future amounts to a present value using market-based expectations for interest rates, foreign exchange rates, commodity prices and the contractual terms of the derivative instruments. The discount rate used is the relevant interbank deposit rate (e.g., LIBOR) plus an adjustment for non-performance risk. In certain cases, market data may not be available and we may use broker quotes and models to determine fair value. This includes situations where there is lack of liquidity for a particular currency or commodity or when the instrument is longer dated. The following tables categorize items measured at fair value at March 31, 2020 and December 31, 2019: Fair Value Measurement at Reporting Date Using March 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (Dollars in thousands) Assets Money market fund investment $ 175,019 $ 175,019 $ — $ — Derivative contracts 5,833 — 5,833 — Total 180,852 175,019 5,833 — Liabilities . Derivative contracts 61,705 — 61,705 — Total $ 61,705 $ — $ 61,705 $ — Fair Value Measurement at Reporting Date Using December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (Dollars in thousands) Assets Derivative contracts $ 21,973 $ — $ 21,973 $ — Total 21,973 — 21,973 — Liabilities Derivative contracts 8,709 — 8,709 — Total $ 8,709 $ — $ 8,709 $ — Debt Instruments The carrying values of the Company’s debt instruments vary from their fair values. The fair values were determined by reference to transacted prices of these securities (Level 2 input based on the U.S. GAAP fair value hierarchy). The estimated fair value, as well as the carrying value, of the Company’s debt instruments are shown below: March 31, 2020 December 31, 2019 (Dollars in thousands) Estimated aggregate fair value $ 674,318 $ 606,093 Aggregate carrying value (1) 824,060 630,635 (1) |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | NOTE 4 - DERIVATIVE FINANCIAL INSTRUMENTS Derivative Instruments and Hedging Activities We use derivatives to partially offset our exposure to foreign currency, interest rate, aluminum and other commodity price risk. We may enter into forward contracts, option contracts, swaps, collars or other derivative instruments to offset some of the risk on expected future cash flows and on certain existing assets and liabilities. However, we may choose not to hedge certain exposures for a variety of reasons including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange rates, interest rates, and aluminum or other commodity prices. To help protect gross margins from fluctuations in foreign currency exchange rates, certain of our subsidiaries, whose functional currency is the U.S. dollar or the Euro, hedge a portion of their forecasted foreign currency costs denominated in the Mexican Peso and Polish Zloty, respectively. We may hedge portions of our forecasted foreign currency exposure up to 48 months. We record all derivatives in the condensed consolidated balance sheets at fair value. Our accounting treatment for these instruments is based on the hedge designation. Gains or losses on cash flow hedges that are designated as hedging instruments are recorded in accumulated other comprehensive income (loss) (“AOCI”) until the hedged item is recognized in earnings, at which point accumulated gains or losses will be recognized in earnings and classified with the underlying hedged transaction. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates. The Company has derivatives that are designated as hedging instruments as well as derivatives that do not qualify for designation as hedging instruments. The following tables display the fair value of derivatives by balance sheet line item at March 31, 2020 and December 31, 2019: March 31, 2020 Other Current Assets Other Non-current Assets Accrued Liabilities Other Non-current Liabilities (Dollars in thousands) Foreign exchange forward contracts designated as hedging instruments $ 2,005 $ 178 $ 11,923 $ 27,995 Foreign exchange forward contracts not designated as hedging instruments 3,313 — 7,979 — Aluminum forward contracts designated as hedging instruments — — 1,225 — Natural gas forward contracts designated as hedging instruments 142 195 615 403 Interest rate swap contracts designated as hedging instruments — — 4,784 6,781 Total derivative financial instruments $ 5,460 $ 373 $ 26,526 $ 35,179 December 31, 2019 Other Current Assets Other Non-current Assets Accrued Liabilities Other Non-current Liabilities (Dollars in thousands) Foreign exchange forward contracts designated as hedging instruments $ 7,808 $ 12,821 $ 60 $ 100 Foreign exchange forward contracts not designated as hedging instruments 1,196 — 554 — Aluminum forward contracts designated as hedging instruments 60 — 127 — Natural gas forward contracts designated as hedging instruments 81 7 1,312 727 Interest rate swap contracts designated as hedging instruments — — 2,304 3,525 Total derivative financial instruments $ 9,145 $ 12,828 $ 4,357 $ 4,352 The following table summarizes the notional amount and estimated fair value of our derivative financial instruments: March 31, 2020 December 31, 2019 Notional U.S. Dollar Amount Fair Value Notional U.S. Dollar Amount Fair Value (Dollars in thousands) Foreign currency forward contracts designated as hedging instruments $ 448,494 $ (37,735 ) $ 449,181 $ 20,469 Foreign exchange forward contracts not designated as hedging instruments 83,102 (4,666 ) 73,491 642 Aluminum forward contracts designated as hedges 10,657 (1,225 ) 9,405 (67 ) Natural gas forward contracts designated as hedging instrument 6,478 (681 ) 5,816 (1,951 ) Interest rate swap contracts designated as hedging instrument 235,000 (11,565 ) 260,000 (5,829 ) Total derivative financial instruments $ 783,731 $ (55,872 ) $ 797,893 $ 13,264 Notional amounts are presented on a net basis. The notional amounts of the derivative financial instruments do not represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange rates or commodity prices. The following tables summarize the gain or loss recognized in AOCI for the three months ended March 31, 2020 and 2019, the amounts reclassified from AOCI into earnings and the amounts recognized directly into earnings for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 Amount of Gain or (Loss) Recognized in AOCI on Derivatives Amount of Pre-tax Gain or (Loss) Reclassified from AOCI into Income Amount of Pre-tax Gain or (Loss) Recognized in Income on Derivatives (Dollars in thousands) Derivative Contracts $ (45,297 ) $ (1,114 ) $ (5,439 ) Total $ (45,297 ) $ (1,114 ) $ (5,439 ) Three Months Ended March 31, 2019 Amount of Gain or (Loss) Recognized in AOCI on Derivatives Amount of Pre-tax Gain or (Loss) Reclassified from AOCI into Income Amount of Pre-tax Gain or (Loss) Recognized in Income on Derivatives (Dollars in thousands) Derivative Contracts $ 4,926 $ 836 $ 1,684 Total $ 4,926 $ 836 $ 1,684 |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Business Segments | NOTE 5 - BUSINESS SEGMENTS The North American and European businesses represent separate operating segments in view of significantly different markets, customers and products in each of these regions. Within each of these regions, markets, customers, products and production processes are similar and production can be readily transferred between production facilities. Moreover, our business within each region leverages common systems, processes and infrastructure. Accordingly, North America and Europe comprise the Company’s reportable segments. (Dollars in thousands) Net Sales Income from Operations Three months ended March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 North America $ 155,551 $ 185,116 $ 6,109 $ 6,199 Europe 145,561 172,577 (189,124 ) 12,440 $ 301,112 $ 357,693 $ (183,015 ) $ 18,639 (Dollars in thousands) Depreciation and Amortization Capital Expenditures Three months ended March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 North America $ 8,805 $ 7,866 $ 6,560 $ 6,128 Europe 15,587 15,465 7,305 7,264 $ 24,392 $ 23,331 $ 13,865 $ 13,392 (Dollars in thousands) Property, Plant and Equipment, net Goodwill and Intangible Assets March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019 North America $ 215,786 $ 237,372 $ — $ — Europe 287,427 291,910 117,980 321,910 $ 503,213 $ 529,282 $ 117,980 $ 321,910 (Dollars in thousands) Total Assets March 31, 2020 December 31, 2019 North America $ 604,880 $ 484,689 Europe 678,914 827,178 $ 1,283,794 $ 1,311,867 Geographic information Net sales by geographic location are as follows: Three Months Ended March 31, 2020 March 31, 2019 (Dollars in thousands) Net sales: U.S. $ 16,177 $ 28,256 Mexico 139,374 156,860 Germany 50,038 64,048 Poland 95,523 108,529 Consolidated net sales $ 301,112 $ 357,693 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 6 - INVENTORIES March 31, 2020 December 31, 2019 (Dollars in thousands) Raw materials $ 42,720 $ 44,245 Work in process 39,270 40,344 Finished goods 87,874 83,881 Inventories, net $ 169,864 $ 168,470 Service wheel and supplies inventory included in other non-current assets in the condensed consolidated balance sheets totaled $9.5 million and $10.6 million at March 31, 2020 and December 31, 2019, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 7 - PROPERTY, PLANT AND EQUIPMENT March 31, 2020 December 31, 2019 (Dollars in thousands) Land and buildings $ 146,908 $ 158,907 Machinery and equipment 801,813 856,961 Leasehold improvements and others 11,827 12,173 Construction in progress 39,188 30,179 999,736 1,058,220 Accumulated depreciation (496,523 ) (528,938 ) Property, plant and equipment, net $ 503,213 $ 529,282 Depreciation expense for the three months ended March 31, 2020 and 2019 was $18.3 million and $16.5 million, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | NOTE 8 - GOODWILL AND OTHER INTANGIBLE ASSETS At March 31, 2020, the impact of COVID-19 and uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets and is having a widespread adverse effect on the automotive industry, including reductions in both consumer demand and OEM automotive production. In response to the COVID-19 pandemic, our key customers temporarily closed nearly all their production facilities in Europe and North America (our primary markets) during the quarter ended March 31, 2020. As a result, we concluded that an interim test of our goodwill was required. More specifically, the Company concluded that the following events and circumstances, in the aggregate, indicated that it was more likely than not that the carrying value of our European reporting unit exceeded its fair value: (1) our European reporting unit’s carrying value was effectively set to fair value at December 31, 2019, due to the $102.2 million impairment charges to goodwill and indefinite-lived intangibles, (2) lower forecasted 2020 industry production volumes for Western and Central Europe, including those for our primary European customers, due to OEM shutdowns to mitigate COVID-19 spread and subsequent reduced production levels over the remainder of the year, as compared to our prior production forecasts (including estimates used in our 2019 assessment) and (3) the volatility in financial markets that has both increased European interest rates due to rising credit spreads and risk premiums and lowered median European automotive market multiples. Based on the results of our quantitative analysis, we recognized a non-cash goodwill impairment charge equal to the remaining goodwill balance of $182.6 million since the carrying value exceeded the fair value of the European reporting unit by more than the amount of the goodwill balance at March 31, 2020. we recognized a non-cash impairment charge of $11.0 million related to our aftermarket trade name indefinite-lived intangible asset which was primarily attributable to a further decline in forecasted aftermarket revenues and a decline in associated profitability. Total impairment charges of $193.6 million were recognized as a separate charge and included in income (loss) from operations. We utilized both an income and a market approach, weighted 75 percent and 25 percent respectively, to determine the fair value of the European reporting unit as part of our goodwill impairment assessment. The income approach is based on projected debt-free cash flow, which is discounted to the present value using discount factors that consider the timing and risk of cash flows. The discount rate used is the weighted average of an estimated cost of equity and of debt (“weighted average cost of capital”). The weighted average cost of capital is adjusted as necessary to reflect risk associated with the business of the European reporting unit. Financial projections are based on estimated production volumes, product prices and expenses, including raw material cost, wages, energy and other expenses. Other significant assumptions include terminal value cash flow and growth rates, future capital expenditures and changes in future working capital requirements. The market approach is based on the observed ratios of enterprise value to earnings before interest, taxes, depreciation and amortization (EBITDA) of comparable, publicly traded companies. The market approach fair value is determined by multiplying historical and anticipated financial metrics of the European reporting unit by the EBITDA pricing multiples derived from comparable, publicly traded companies. At March 31, 2020, we determined that the carrying value of the European reporting unit exceeded its fair value by an amount greater than the remaining goodwill balance. The decline in fair value was primarily due to significantly lower market multiples and increased discount rates, as well as further declines in forecasted industry production volumes in Western and Central Europe as a result of the COVID-19 pandemic and consequent economic instability. Forecasted revenues, EBITDA and cash flow for the European reporting unit also declined as compared to the prior year long-range plan due to lower forecasted industry production volumes which adversely impacted fair value under both the income and market approaches. In determining the fair value, the Company weighted the income and market approaches, 75 percent and 25 percent, respectively. Significant assumptions used under the income approach included a weighted average cost of capital (WACC) of 12.0 percent and a long-term growth rate of 1.5 percent, as compared to 10.0 percent and 2.0 percent, respectively, used in the 2019 assessment. In determining the WACC, management considered the level of risk inherent in the cash flow projections and current market conditions, including the significant increase in credit spreads and systemic market and Company specific risk premiums. The decline in the fair value under the market approach is attributable to the decline in the average EBITDA market multiple (4.9X EBITDA in 2020, 5.7X EBITDA in 2019) and lower forecasted EBITDA, as compared to the 2019 assessment performing Following is a summary of the Company’s finite-lived and indefinite-lived intangible assets and goodwill as of March 31, 2020 and December 31, 2019. As of March 31, 2020 Gross Carrying Amount Impairment Accumulated Amortization Currency Translation Net Carrying Amount Remaining Weighted Average Amortization Period (Dollars in thousands) Brand name $ 9,000 $ — $ (5,219 ) $ 49 $ 3,830 3-4 Technology 15,000 — (8,699 ) 85 6,386 2-4 Customer relationships 167,000 — (58,643 ) (593 ) 107,764 4-9 Total finite 191,000 — (72,561 ) (459 ) 117,980 Trade names 14,000 (13,772 ) — (228 ) — Indefinite Total intangibles $ 205,000 $ (13,772 ) $ (72,561 ) $ (687 ) $ 117,980 Three Months Ended March 31, 2020 Beginning Balance Ending Balance Gross Accumulated Impairment Net Balance Impairment Currency Translation Gross Accumulated Impairment Net Balance (Dollars in thousands) Goodwill $ 284,337 $ (99,505 ) $ 184,832 $ (182,528 ) $ (2,304 ) $ 282,033 $ (282,033 ) $ — As of December 31, 2019 Gross Carrying Amount Impairment Accumulated Amortization Currency Translation Net Carrying Amount Remaining Weighted Average Amortization Period (Dollars in thousands) Brand name $ 9,000 $ — $ (4,778 ) $ 110 $ 4,332 3-4 Technology 15,000 — (7,963 ) 183 7,220 2-4 Customer relationships 167,000 — (53,681 ) 954 114,273 4-9 Total finite 191,000 — (66,422 ) 1,247 125,825 Trade names 14,000 (2,733 ) — (14 ) 11,253 Indefinite Total intangibles $ 205,000 $ (2,733 ) $ (66,422 ) $ 1,233 $ 137,078 Year Ended December 31, 2019 Beginning Balance Ending Balance Gross Accumulated Impairment Net Balance Impairment Currency Translation Gross Accumulated Impairment Net Balance (Dollars in thousands) Goodwill $ 291,434 $ — $ 291,434 $ (99,505 ) $ (7,097 ) $ 284,337 $ (99,505 ) $ 184,832 Amortization expense for these intangible assets was $6.1 million and $6.8 million 19.8 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 9 – DEBT A summary of long-term debt and the related weighted average interest rates is shown below: March 31, 2020 (Dollars in Thousands) Debt Instrument Total Debt Debt Issuance Costs (1) Total Debt, Net Weighted Average Interest Rate Term Loan Facility $ 349,200 $ (9,054 ) $ 340,146 5.0 % 6.00% Senior Notes due 2025 239,797 (5,162 ) 234,635 6.0 % Corporate Revolving Credit Facility 156,000 — 156,000 4.3 % European CapEx Loans 24,271 — 24,271 2.2 % European Revolving Credit Facility 51,926 — 51,926 1.6 % Finance Leases 2,866 — 2,866 3.0 % $ 824,060 $ (14,216 ) 809,844 Less: Current portion (56,853 ) Long-term debt $ 752,991 December 31, 2019 (Dollars in Thousands) Debt Instrument Total Debt Debt Issuance Costs (1) Total Debt, Net Weighted Average Interest Rate Term Loan Facility $ 371,800 $ (10,192 ) $ 361,608 5.7 % 6.00% Senior Notes due 2025 243,074 (5,408 ) 237,666 6.0 % European CapEx Loan 12,693 — 12,693 2.2 % Finance Leases 3,068 — 3,068 2.9 % $ 630,635 $ (15,600 ) 615,035 Less: Current portion (4,010 ) Long-term debt $ 611,025 (1) Unamortized portion Senior Notes On June 15, 2017, the Company issued €250.0 million aggregate principal amount of 6.00% Senior Notes (“Notes”) due June 15, 2025. Interest on the Notes is payable semiannually, on June 15 and December 15. The Company may redeem the Notes, in whole or in part, on or after June 15, 2020 at redemption prices of 103.000% and 101.500% of the principal amount thereof, if the redemption occurs during the 12-month period beginning June 15, 2020 or 2021, respectively, and a redemption price of 100% of the principal amount thereof on or after June 15, 2022, in each case plus accrued and unpaid interest to, but not including, the applicable redemption date. In addition, the Company may redeem some or all of the Notes prior to June 15, 2020 at a price equal to 100.0% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest, if any, up to, but not including, the redemption date. Prior to June 15, 2020, the Company may redeem up to 40% of the aggregate principal amount of the Notes using the proceeds of certain equity offerings at a certain redemption price. If we experience a change of control or sell certain assets, the Company may be required to offer to purchase the Notes from the holders. The Notes are senior unsecured obligations ranking equally in right of payment with all of its existing and future senior indebtedness and senior in right of payment to any subordinated indebtedness. The Notes are effectively subordinated in right of payment to the existing and future secured indebtedness of the Company, including the Senior Secured Credit Facilities (as defined below), to the extent of the assets securing such indebtedness. Guarantee The Notes are unconditionally guaranteed by all material wholly-owned direct and indirect domestic restricted subsidiaries of the Company (the “Subsidiary Guarantors”), with customary exceptions including, among other things, where providing such guarantees is not permitted by law, regulation or contract, or would result in adverse tax consequences. Covenants Subject to certain exceptions, the indenture governing the Notes contains restrictive covenants that, among other things, limit the ability of the Company and the Subsidiary Guarantors to: (i) incur additional indebtedness or issue certain preferred stock; (ii) pay dividends on, or make distributions in respect of, their capital stock; (iii) make certain investments or other restricted payments; (iv) sell certain assets or issue capital stock of restricted subsidiaries; (v) create liens; (vi) merge, consolidate, transfer or dispose of substantially all of their assets; and (vii) engage in certain transactions with affiliates. These covenants are subject to several important limitations and exceptions that are described in the indenture. The indenture provides for customary events of default that include, among other things (subject in certain cases to customary grace and cure periods): (i) nonpayment of principal, premium, if any, and interest, when due; (ii) breach of covenants in the indenture; (iii) a failure to pay certain judgments; and (iv) certain events of bankruptcy and insolvency. If an event of default occurs and is continuing, the Bank of New York Mellon, London Branch (“the Trustee”) or holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. These events of default are subject to several important qualifications, limitations and exceptions that are described in the indenture. As of March 31, 2020, the Company was in compliance with all covenants under the indenture governing the Notes. Senior Secured Credit Facilities On March 22, 2017, the Company entered into a senior secured credit agreement (“Credit Agreement”) with Citibank, N.A, as Administrative Agent, Collateral Agent and Issuing Bank, JP Morgan Chase N.A., Royal Bank of Canada and Deutsche Bank A.G. New York Branch as Joint Lead Arrangers and Joint Book Runners, and the other lenders party thereto (collectively, the “Lenders”). The Credit Agreement consisted of a $400.0 million senior secured term loan facility (“Term Loan Facility”), which matures on May 23, 2024, and a $160.0 million revolving credit facility maturing on May 23, 2022 (“Revolving Credit Facility” and, together with the Term Loan Facility, the USD Senior Secured Credit Facilities (“USD SSCF”)). Borrowings under the Term Loan Facility will bear interest at a rate equal to, at the Company’s option, either (a) LIBOR for the relevant interest period, adjusted for statutory requirements, subject to a floor of 0.00 percent per annum, plus an applicable rate of 4.00 percent or (b) a base rate, subject to a floor of 2.00 percent per annum, equal to the highest of (1) the rate of interest in effect as publicly announced by the administrative agent as its prime rate, (2) the federal funds rate plus 0.50 percent and (3) LIBOR for an interest period of one month plus 1.00 percent, in each case, plus an applicable rate of 3.00 Borrowings under the Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) LIBOR for the relevant interest period, with a floor of 0.00 percent per annum, plus the applicable rate or (b) a base rate, with a floor of 0.00 percent, equal to the highest of (1) the rate of interest in effect as publicly announced by the administrative agent as its prime rate, (2) the federal funds effective rate plus 0.50 percent and (3) LIBOR for an interest period of one month plus 1.00 percent, in each case, plus the applicable rate. The applicable rates for borrowings under the Revolving Credit Facility and commitment fees for unused commitments under the Revolving Credit Facility are based upon the First Lien Net Leverage Ratio effective for the preceding quarter, with LIBOR applicable rates ranging between 3.50 percent and 3.00 percent, currently 3.50 percent, base rate applicable rates between 2.50 percent and 2.00 percent, currently 2.50 percent and commitment fees between 0.50 percent and 0.25 percent, currently 0.50 percent. Commitment fees are included in our consolidated financial statements line, interest expense. As of March 31, 2020, the Company had repaid $50.8 million under the Term Loan Facility resulting in a balance of $349.2 million. In addition, the Company had borrowings outstanding of $156.0 million under the Revolving Credit Facility, outstanding letters of credit of $3.6 million and available unused commitments under this facility of $0.4 million as of March 31, 2020. Guarantees and Collateral Security Our obligations under the Credit Agreement are unconditionally guaranteed by all material wholly-owned direct and indirect domestic restricted subsidiaries of the Company, with customary exceptions including, among other things, where providing such guarantees is not permitted by law, regulation or contract or would result in adverse tax consequences. The guarantees of such obligations, will be secured, subject to permitted liens and other exceptions, by substantially all of our assets and the Subsidiary Guarantors’ assets, including but not limited to: (i) a perfected pledge of all of the capital stock issued by each of the Company’s direct wholly-owned domestic restricted subsidiaries or any guarantor (subject to certain exceptions) and up to 65 percent of the capital stock issued by each direct wholly-owned foreign restricted subsidiary of the Company or any guarantor (subject to certain exceptions) and (ii) perfected security interests in and mortgages on substantially all tangible and intangible personal property and material fee-owned real property of the Company and the guarantors (subject to certain exceptions and exclusions). Covenants The Credit Agreement contains a number of restrictive covenants that, among other things, restrict, subject to certain exceptions, our ability to incur additional indebtedness and guarantee indebtedness, create or incur liens, engage in mergers or consolidations, sell, transfer or otherwise dispose of assets, make investments, acquisitions, loans or advances, pay dividends, distributions or other restricted payments, or repurchase our capital stock, prepay, redeem, or repurchase any subordinated indebtedness, enter into agreements which limit our ability to incur liens on our assets or that restrict the ability of restricted subsidiaries to pay dividends or make other restricted payments to us, and enter into certain transactions with our affiliates, and, solely with respect to the Revolving Credit Facility, requires a Total Net Leverage Ratio (calculated as defined in the Credit Agreement) of not more than 4.5 to 1.0 as of each fiscal quarter-end when outstanding borrowings and undrawn letters of credit exceeding $20 million under the Revolving Credit Facility exceed 35% of the $160 million commitment amount. In addition, the Credit Agreement contains customary default provisions, representations and warranties and other covenants. The Credit Agreement also contains a provision permitting the Lenders to accelerate the repayment of all loans outstanding under the Senior Secured Credit Facilities during an event of default. As of March 31, 2020, the Company was in compliance with all covenants under the Credit Agreement. European Debt In connection with the acquisition of Uniwheels, AG, the Company assumed $70.7 million of outstanding debt. At March 31, 2020, $12.6 million of the assumed debt remained outstanding and bears interest at 2.2 percent. During the second quarter of 2019, the Company amended its European Revolving Credit Facility (“EUR SSCF”), increasing the available borrowing limit from €30.0 million to €45.0 million and extending the term to May 22, 2022. On January 31, 2020, the available borrowing limit of the EUR SSCF was increased from €45.0 million to €60.0 million. All other terms of the EUR SSCF remained unchanged. At March 31, 2020, the Company had borrowings outstanding of $51.9 million (€47 million), outstanding letters of credit of $0.4 million (€0.4 million) and available unused commitments under this facility of $13.9 million (€12.6 million). The EUR SSCF bears interest at Euribor (with a floor of zero) plus a margin (ranging from 1.55 percent to 3.0 percent based on the net debt leverage ratio of Superior Industries Europe AG and its wholly owned subsidiaries, collectively “Superior Europe AG”), currently 1.55 percent. The annual commitment fee for unused commitments (ranging from 0.50 percent to 1.05 percent based on the net debt leverage ratio of Superior Europe AG), is currently 0.50 percent per annum. In addition, a management fee is assessed equal to 0.07 percent of borrowings outstanding at each month end. The commitment and management fees are both included in interest expense. Superior Europe AG has pledged substantially all of its assets, including land and buildings, receivables, inventory, and other moveable assets (other than collateral associated with the equipment loan) as collateral under the EUR SSCF. The EUR SSCF is subject to a number of restrictive covenants that, among other things, restrict, subject to certain exceptions, the ability of Superior Europe AG to incur additional indebtedness and guarantee indebtedness, create or incur liens, engage in mergers or consolidations, sell, transfer or otherwise dispose of assets, make investments, acquisitions, loans or advances, pay dividends or distributions, or repurchase our capital stock, prepay, redeem, or repurchase any subordinated indebtedness, and enter into agreements which limit our ability to incur liens on our assets. At March 31, 2020, Superior Europe AG was in compliance with all covenants under the EUR SSCF. During the fourth quarter of 2019, the Company entered into new equipment loan agreements totaling $13.4 million (€12.0 million) which bear interest at 2.3 percent and mature on September 30, 2027. Interest and principal repayments are due quarterly. The funds are used to finance costs incurred to acquire certain property, plant and equipment at the Company’s Werdohl, Germany plant. The loans are secured with liens on the financed equipment and are subject to covenants that, among other things, include a material adverse change default provision pursuant to which the lender could accelerate the loan maturity, as well as a provision that |
Redeemable Preferred Stock
Redeemable Preferred Stock | 3 Months Ended |
Mar. 31, 2020 | |
Text Block [Abstract] | |
Redeemable Preferred Stock | NOTE 10 - REDEEMABLE PREFERRED STOCK During 2017, we issued 150,000 shares of Series A (140,202 shares) and Series B (9,798 shares) Perpetual Convertible Preferred Stock, par value $0.01 per share to TPG Growth III Sidewall, L.P. (“TPG”) for an aggregate purchase price of $150.0 million. On August 30, 2017, the Series B shares were converted into Series A redeemable preferred stock, the “redeemable preferred stock,” after approval by our shareholders. The redeemable preferred stock has an initial stated value of $1,000 per share, par value of $0.01 per share and liquidation preference over common stock. The redeemable preferred stock is convertible into shares of our common stock equal to the number of shares determined by dividing the sum of the stated value and any accrued and unpaid dividends by the conversion price of $28.162. The redeemable preferred stock accrues dividends at a rate of 9 percent per annum, payable at our election either in-kind or in cash and is also entitled to participate in dividends on common stock in an amount equal to that which would have been due had the shares been converted into common stock. We may mandate conversion of the redeemable preferred stock if the price of the common stock exceeds $84.49. TPG may redeem the shares upon the occurrence of any of the following events (referred to as a “redemption event”): a change in control, recapitalization, merger, sale of substantially all of the Company’s assets, liquidation or delisting of the Company’s common stock. In addition, as originally issued, TPG has the right, at its option, to unconditionally redeem the shares at any time after May 23, 2024, subsequently extended to September 14, 2025 (the “redemption date”). We may, at our option, redeem in whole at any time all of the shares of redeemable preferred stock outstanding. At redemption by either party, the redemption value will be the greater of two times the initial face value ($150.0 million) and any accrued unpaid dividends or dividends paid-in-kind, currently $300.0 million, or the product of the number of common shares into which the redeemable preferred stock could be converted (5.3 million shares currently) and the then current market price of the common stock. We have determined that the conversion option and the redemption option exercisable upon occurrence of a “redemption event” which are embedded in the redeemable preferred stock must be accounted for separately from the redeemable preferred stock as a derivative liability. Since the redeemable preferred stock may be redeemed at the option of the holder, but is not mandatorily redeemable, the redeemable preferred stock has been classified as mezzanine equity and initially recognized at fair value of $150.0 million (the proceeds on the date of issuance) less issuance costs of $3.7 million, resulting in an initial value of $146.3 million. This amount has been further reduced by $10.9 million assigned to the embedded derivative liability at date of issuance, resulting in an adjusted initial value of $135.5 million. The difference between the adjusted initial value of $135.5 million and the redemption value of $300 million was being accreted over the seven-year period from the date of issuance through May 23, 2024 (the original date at which the holder had the unconditional right to redeem the shares, deemed to be the earliest likely redemption date) using the effective interest method. The accretion to the carrying value of the redeemable preferred stock is treated as a deemed dividend, recorded as a charge to retained earnings and deducted in computing earnings per share (analogous to the treatment for stated and participating dividends paid on the redeemable preferred stock). On November 7, 2018, the Company filed a Certificate of Correction to the Certificate of Designations for the preferred stock, which became effective upon filing and corrected the redemption date to September 14, 2025. This resulted in a modification of the redeemable preferred stock. As a result of the modification, the carrying value of the redeemable preferred stock decreased $17.2 million (which was credited to retained earnings, treated as a deemed dividend and is added back to compute earnings per share) and the period for accretion of the carrying value to the redemption value has been extended to September 14, 2025. The accretion has been adjusted to amortize the excess of the redemption value over the carrying value over the period through September 14, 2025. The accumulated accretion net of the modification adjustment as of March 31, 2020 is $29.9 million resulting in an adjusted redeemable preferred stock balance of $165.4 million. |
European Non-Controlling Redeem
European Non-Controlling Redeemable Equity | 3 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
European Non-Controlling Redeemable Equity | NOTE 11 – EUROPEAN NON-CONTROLLING REDEEMABLE EQUITY On May 30, 2017, the Company acquired 92.3 percent of the outstanding shares of Uniwheels, Inc. Subsequently, the Company commenced a delisting and associated tender offer for the remaining shares. On January 17, 2018, the Company entered into a Domination and Profit and Loss Transfer agreement (“DPLTA”) retroactively effective as of January 1, 2018 pursuant to which we offered to purchase the remaining outstanding shares at €62.18. This price may be subject to change based on appraisal proceedings initiated by the minority shareholders which have not yet been concluded. The Company must also pay an annual dividend of €3.23 as long as the DPLTA is in effect. For any shares tendered prior to the annual dividend payment, we must pay interest at a statutory rate, currently 4.12 percent, in place of the dividend. As a result, non-controlling interests with a carrying value of $51.9 million were reclassified from stockholders’ equity to mezzanine equity as of January 1, 2018 because non-controlling interests with redemption rights (not within the Company’s control) are considered redeemable and must be classified outside shareholders’ equity. As a result of purchases pursuant to the tender offer and the DPLTA, the Company has increased its ownership to 99.8 percent as of March 31, 2020. In addition, the carrying value of the non-controlling interests must be adjusted to redemption value since they are currently redeemable. The following table summarizes the European non-controlling redeemable equity activity through the period ended March 31, 2020 (in thousands): Balance at December 31, 2018 $ 13,849 Dividends accrued 566 Dividends paid (848 ) Translation adjustment (361 ) Purchase of shares (6,681 ) Balance at December 31, 2019 6,525 Dividends accrued 20 Dividends paid (35 ) Translation adjustment (95 ) Purchase of shares (4,190 ) Balance at March 31, 2020 $ 2,225 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 12 – EARNINGS PER SHARE Basic earnings per share is computed by dividing net income (loss) attributable to Superior, after deducting preferred dividends and accretion and European non-controlling redeemable equity dividends, by the weighted average number of common shares outstanding. For purposes of calculating diluted earnings per share, the weighted average shares outstanding includes the dilutive effect of outstanding stock options and time and performance based restricted stock units under the treasury stock method. The redeemable preferred shares discussed in Note 10, “Redeemable Preferred Stock” are not included in the diluted earnings per share because the conversion would be anti-dilutive for the three-month periods ended March 31, 2020 and March 31, 2019. Three Months Ended March 31, 2020 March 31, 2019 (Dollars in thousands, except per share amounts) Basic Earnings Per Share: Reported net income (loss) attributable to Superior $ (190,082 ) $ 1,950 Less: Redeemable preferred stock dividends and accretion (7,850 ) (7,771 ) Less: European non-controlling redeemable equity dividend (20 ) (121 ) Basic numerator $ (197,952 ) $ (5,942 ) Basic loss per share $ (7.84 ) $ (0.24 ) Weighted average shares outstanding - Basic 25,243 25,034 Diluted Earnings Per Share: Reported net income (loss) attributable to Superior $ (190,082 ) $ 1,950 Less: Redeemable preferred stock dividends and accretion (7,850 ) (7,771 ) Less: European non-controlling redeemable equity dividend (20 ) (121 ) Diluted numerator $ (197,952 ) $ (5,942 ) Diluted loss per share $ (7.84 ) $ (0.24 ) Weighted average shares outstanding - Basic 25,243 25,034 Dilutive effect of common share equivalents — — Weighted average shares outstanding - Diluted 25,243 25,034 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 - INCOME TAXES The estimated annual effective tax rate is forecasted quarterly using actual historical information and forward-looking estimates and applied to year-to-date ordinary income. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances, settlements with taxing authorities and effects of changes in tax laws or rates, are reported in the interim period in which they occur. The income tax benefit for the three months ended March 31, 2020, was $3.5 million on pre-tax loss of $193.5 million, resulting in an effective income tax rate of a 1.8 percent. The effective tax rate was lower than the statutory rate primarily due to the mix of earnings among tax jurisdictions, recognition of a valuation allowance on non-deductible interest and the impairment of goodwill for which there is no corresponding tax benefit. The income tax provision for the three months ended March 31, 2019, was $4.9 million on pre-tax income of $6.9 million, resulting in an effective income tax rate of 71.7%. The effective tax rate was higher than the statutory rate primarily due to the US taxation of foreign earnings under the Global Intangible Low-Tax Income (“GILTI”) provisions, and the recognition of a valuation allowance on non-deductible interest, offset with a benefit due to the mix of earnings among tax jurisdictions. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | NOTE 14 - LEASES The Company determines whether an arrangement is or contains a lease at the inception of the arrangement. Operating leases are included in other non-current assets, accrued expenses and other non-current liabilities in our condensed consolidated balance sheets. Finance leases are included in property, plant and equipment, net, short-term debt and long-term debt (less current portion) in our condensed consolidated balance sheets. Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. Since we generally do not have access to the interest rate implicit in the lease, the Company uses our incremental borrowing rate (for fully collateralized debt) at the inception of the lease in determining the present value of the lease payments. The implicit rate is, however, used where readily available. Lease expense under operating leases is recognized on a straight-line basis over the term of the lease. Certain of our leases contain both lease and non-lease components, which are accounted for separately. The Company has operating and finance leases for office facilities, a data center and certain equipment. The remaining terms of our leases range from over one year to just under nine years. Certain leases include options to extend the lease term for up to ten years, as well as options to terminate which have been excluded from the term of the lease since exercise of these options is not reasonably certain. Lease expense and cash flow for the three months ended March 31, 2020 and 2019 and operating and finance lease assets and liabilities, average lease term and average discount rate as of March 31, 2020 and December 31, 2019 are as follows: Three Months Ended March 31, 2020 March 31, 2019 Lease Expense Finance lease expense: Amortization of right-of-use assets $ 354 $ 516 Interest on lease liabilities 22 14 Operating lease expense 845 853 Total lease expense $ 1,221 $ 1,383 Cash Flow Components Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from finance leases $ 22 $ 14 Operating cash outflows from operating leases $ 891 $ 828 Financing cash outflows from finance leases $ 292 $ 325 Right-of-use assets obtained in exchange for new finance lease liabilities, net of terminations and disposals $ 148 $ 556 Right-of-use assets obtained in exchange for operating lease liabilities (including adoption impact of $18.2 million) net of terminations and disposals $ 65 $ 18,285 March 31, 2020 December 31, 2019 Balance Sheet Information Operating leases: Other non-current assets $ 14,417 $ 15,201 Accrued liabilities $ (2,888 ) $ (2,949 ) Other non-current liabilities (12,363 ) (13,282 ) Total operating lease liabilities $ (15,251 ) $ (16,231 ) Finance leases: Property and equipment gross $ 4,949 $ 4,821 Accumulated depreciation (2,472 ) (2,118 ) Property and equipment, net $ 2,477 $ 2,703 Current portion of long-term debt $ (998 ) $ (1,023 ) Long-term debt (1,868 ) (2,045 ) Total finance lease liabilities $ (2,866 ) $ (3,068 ) Lease Term and Discount Rates Weighted-average remaining lease term - finance leases (years) 4.1 4.1 Weighted-average remaining lease term - operating leases (years) 6.4 6.4 Weighted-average discount rate - finance leases 3.0 % 2.9 % Weighted-average discount rate - operating leases 3.9 % 3.9 % Summarized future minimum payments under our leases as of March 31, 2020 are as follows: March 31, 2020 Finance Leases Operating Leases Lease Maturities (in thousands) Nine remaining months of 2020 $ 951 $ 2,728 2021 926 2,987 2022 528 2,461 2023 126 2,122 2024 120 2,008 Thereafter 428 4,885 Total 3,079 17,191 Less: Imputed Interest (213 ) (1,940 ) Total lease liabilities, net of interest $ 2,866 $ 15,251 |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plans | NOTE 15 – RETIREMENT PLANS We have an unfunded salary continuation plan covering certain directors, officers and other key members of management. Subject to certain vesting requirements, the plan provides for a benefit based on final average compensation, which becomes payable on the employee’s death or upon attaining age 65, if retired. The plan was closed to new participants effective February 3, 2011. For the three months ended March 31, 2020, payments to retirees or their beneficiaries totaled approximately $0.4 million. We presently anticipate benefit payments in 2020 to total approximately $1.3 million. The following table summarizes the components of net periodic pension cost for the three months ended March 31, 2020 and 2019. Three Months Ended March 31, 2020 March 31, 2019 (Dollars in thousands) Interest cost $ 251 $ 286 Net amortization 72 52 Net periodic pension cost $ 323 $ 338 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | NOTE 16 - STOCK-BASED COMPENSATION Equity Incentive Plan Our 2018 Equity Incentive Plan (the “Plan”) was approved by stockholders in May 2018. The Plan authorizes us to issue up to 4.35 million shares of common stock, along with non-qualified stock options, stock appreciation rights, restricted stock and performance units to our officers, key employees, non-employee directors and consultants. At March 31, 2020, there were 0.2 million shares available for future grants under this Plan. No more than 1.2 million shares may be used under the Plan as “full value” awards, which include restricted stock and performance units. It is our policy to issue shares from authorized but not issued shares upon the exercise of stock options. Under the terms of the Plan, each year eligible participants are granted time value restricted stock units (“RSUs”), vesting ratably over a three-year period, and performance restricted stock units (“PSUs”), with three-year cliff vesting. Upon vesting, each restricted stock award is exchangeable for one share of the Company’s common stock, with accrued dividends. Other Awards On May 16, 2019 the Company granted the following equity awards to our new President and Chief Executive Officer in connection with the 2019 Inducement Grant Plan (the “Inducement Plan”): (i) an initial award consisting of (a) 666,667 PSUs at target, vesting in three approximately equal installments, to the extent the performance metrics are satisfied, during each of three performance periods and (b) 333,333 RSUs, vesting in approximately equal installments on February 28, 2020, 2021 and 2022; (ii) a 2019-2021 PSU grant, with the target number of 316,832 PSUs, which will vest to the extent the performance metrics are satisfied; and (iii) a 2019 RSU grant of 158,416 RSUs, vesting in approximately equal installments on February 28, 2020, 2021 and 2022. The PSU awards may be earned at up to 200% of target depending on the level of achievement of the performance metrics. Restricted stock unit and restricted performance stock unit activity for the three months ended March 31, 2020 is summarized in the following table: Equity Incentive Awards Restricted Stock Units Weighted Average Grant Date Fair Value Performance Shares Weighted Average Grant Date Fair Value Options Weighted Average Exercise Price Balance at December 31, 2019 1,047,256 $ 5.39 1,548,793 $ 7.17 50,250 $ 18.86 Granted 474,317 3.26 948,636 3.25 — — Settled (284,270 ) 6.22 (245,713 ) 5.05 — — Forfeited or expired (7,776 ) 4.78 (44,827 ) 20.95 (10,000 ) 17.45 Balance at March 31, 2020 1,229,527 $ 4.38 2,206,889 $ 5.33 40,250 $ 19.21 Vested or expected to vest at March 31, 2020 940,277 $ 4.57 207,184 $ 10.72 27,465 $ 19.34 For the first quarter of 2020, stock-based compensation income was $0.2 million, as compared to expense for the first quarter of 2019 of $0.5 million. The year-over-year reduction in expense, is due to the reduction of our estimates regarding the achievement of the performance metrics for certain PSU awards, to zero, in light of the COVID-19 global pandemic. This change in estimate resulted in a reversal of $1.2 million of previously accrued expenses. Unrecognized stock-based compensation expense related to non-vested awards of $5.2 million is expected to be recognized over a weighted average period of approximately 2.2 years as of March 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 17 – COMMITMENTS AND CONTINGENCIES Purchase Commitments When market conditions warrant, we may enter into purchase commitments to secure the supply of certain commodities used in the manufacture of our products, such as aluminum, natural gas and other raw materials. Prices under our aluminum contracts are based on a market index, the London Mercantile Exchange (LME), and regional premiums for processing, transportation and alloy components which are adjusted quarterly for purchases in the ensuing quarter. Changes in aluminum prices are generally passed through to our OEM customers and adjusted on a quarterly basis. Certain of our purchase agreements include volume commitments; however, any excess commitments are generally negotiated with suppliers and those which have occurred in the past have been carried over to future periods. Contingencies We are party to various legal and environmental proceedings incidental to our business. Certain claims, suits and complaints arising in the ordinary course of business have been filed or are pending against us. Based on facts now known, we believe all such matters are adequately provided for, covered by insurance, are without merit and/or involve such amounts that would not materially adversely affect our consolidated results of operations, cash flows or financial position. |
Receivables Factoring
Receivables Factoring | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Receivables Factoring | NOTE 18 – RECEIVABLES FACTORING The Company sells certain customer trade receivables on a non-recourse basis under factoring arrangements with designated financial institutions. These transactions are accounted for as sales and cash proceeds are included in cash provided by operating activities. Factoring arrangements incorporate customary representations and warranties, including representations as to validity of amounts due, completeness of performance obligations and absence of commercial disputes. During the three months ended March 31, 2020 and March 31, 2019, the Company sold trade receivables totaling $69.9 million and $111.7 million, respectively, and incurred factoring fees of $0.2 million and $0.4 million, respectively. As of March 31, 2020 and December 31, 2019, $55.3 million and $49.6 million, respectively, of receivables had been factored under the arrangements. The collective limit under our factoring arrangements as of March 31, 2020 was $116.7 million, while the collective limit under our factoring arrangements as of December 31, 2019 was $117.3 million. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | NOTE 19 – RESTRUCTURING During the third quarter of 2019, the Company initiated a plan to significantly reduce production and manufacturing operations at its Fayetteville, Arkansas location. As a result, the Company recognized a non-cash charge of $13.0 million in cost of sales, comprised of (1) $7.6 million of accelerated depreciation for excess equipment, (2) $3.2 million relating to the write-down of certain supplies inventory to net salvage value, (3) $1.6 million of employee severance and (4) $0.6 million of accelerated amortization of right of use assets under operating leases. In addition, relocation costs for redeployment of machinery and equipment of $1.8 million were recognized in the fourth quarter of 2019. During the three months ended March 31, 2020, we recognized additional relocation costs for redeployment of machinery and equipment of $0.7 million. Additional relocation costs are expected to be incurred over the next nine months. As of March 31, 2020, $0.7 million of the restructuring severance accrual remains. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 20 – SUBSEQUENT EVENTS COVID-19 On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. In Europe and North America (our primary markets), federal, state and local governments have either recommended or mandated actions to slow the transmission of COVID-19. Most U.S. states and most countries have implemented shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions that prohibit non-essential employees from going to work. Borders between countries have been closed to contain the spread of COVID-19 contagion. We are complying with these government restrictions to reduce the transmission of COVID-19. The impact of COVID-19 developments and uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets and is having a widespread adverse effect on the automotive industry, including reductions in consumer demand and OEM automotive production. While the full extent of the impact is unknown and the current situation is evolving rapidly, our key customers temporarily closed nearly all of their production facilities in Europe and North America during the quarter ended March 31, 2020. While navigating through this period of volatility and uncertainty, Superior’s top priorities are: • Ensuring the health and safety of our employees • Maintaining the financial health of the Company, and • Being prepared to serve our customers once the COVID-19 pandemic subsides. Consistent with these priorities, to ensure the health and safety of our employees globally and respond to the current industry production environment, we began closing production at our European facilities in late March 2020. In North America, our manufacturing operations ceased production in early April 2020. Production remained suspended at the majority of our global facilities for the month of April 2020. As of May 8, 2020, most OEMs’ facilities in Europe have reopened and many of the facilities in North America are expected to open throughout May. Superior has reopened three of its four facilities in Europe and expects to reopen the fourth in June based on demand and in line with identified safety precautions. In North America, the Company anticipates reopening its facilities in line with production demand, finished goods levels, and in accordance with local government requirements. Superior has developed a Safe Work Playbook for implementation at all global facilities prior to employees returning to work. We have also instituted a Global Employee Health & Safety (“EH&S”) Steering Team, led by our Director of EH&S, and comprised of our global and regional leaders from Operations and Human Resources. The purpose of the EH&S Steering Team is to ensure the Safe Work Playbook leverages global best practices and to ensure the consistent and complete implementation of the policies across our global footprint, including all policies and protocols in compliance with local rules and regulations. We have invested in facility updates to ensure social distancing, including changes in cafeteria layout and practices, transportation services and marked spacing throughout our manufacturing facilities. Formalized protocols have been implemented to measure employee temperatures prior to entering any Superior work environment to proactively identify potential COVID-19 symptoms. Formalized protocols and checklists will be used to ensure deep cleaning of equipment between plant shifts. Company-provided employee transportation vehicles will be sanitized after every route, with limited seating to ensure spacing between employees. Finally, we have established Personal Protective Equipment (“PPE”) levels for each location, based on local requirements, and the purchasing controls are in place to ensure adequate supplies. In the event of a COVID-19 incident, the local COVID-19 response team will immediately execute the defined protocols, including isolation of any employee showing symptoms, and conduct traceability activities to identify and quarantine all potentially exposed individuals. The duration of these actions will be dependent on how the COVID-19 situation evolves in each of our locations. As a result of the onset of the COVID 19 pandemic and the ensuing economic uncertainty, in March 2020 we have drawn $156.0 million on our U.S. Revolving Credit Facility. Additionally, we drew on our European Revolving Credit Facility. The outstanding balance on our European Revolving Credit Facility was $51.9 million (or €47 million) as of March 31, 2020. To maintain and enhance our liquidity (totaling $296.5 million, including cash on-hand $282.2 million at March 31, 2020) during our customers’ announced shutdown periods, we have: • reduced both the CEO’s base salary and the cash compensation of the non-employee Board of Directors members to $0 for April and May • implemented salary reductions, layoffs, furloughs and reduced selected employee benefits across our global workforce in accordance with local laws and regulations • put on hold all non-critical capital expenditures • reduced purchases of direct materials • eliminated discretionary spending • implemented regional cash disbursement councils, comprised of cross-functional leaders, who review and approve all cash disbursements, and • established an on-going communication protocol with our key suppliers and vendors to negotiate mutually acceptable credit terms and monitor productive material availability within our supply chain. To further bolster our liquidity position, we are applying for various COVID-19 related subsidies, tax benefits and low-interest rate loans available to us. Withdrawal of Nomination of Director Candidate by D.C. Capital Partners, L.P. On May 5, 2020, we entered into a Nomination Withdrawal Agreement (the “Agreement”) with D.C. Capital Partners, L.P., a Delaware limited partnership (“D.C. Capital”) that contemplates the appointment of Raynard D. Benvenuti to our Board of Directors immediately following our 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”), but no later than July 10, 2020. Pursuant to the Agreement, D.C. Capital agreed to irrevocably withdraw its notice of nomination previously provided to us notifying us as to D.C. Capital’s nomination of Mr. Benvenuti for election to our Board of Directors at the 2020 Annual Meeting. D.C. Capital and its affiliates also agreed, in pertinent part, that (i) it will not submit any director nominations, stockholder proposals, and/or other business in connection with the 2020 Annual Meeting, and (ii) subject to certain conditions, would cause all of its shares of the Company’s common stock beneficially owned, directly or indirectly, by it and/or its affiliates to be present at the 2020 Annual Meeting for quorum purposes and to vote such shares (A) in favor of the director nominees recommended by our Board of Directors, and (B) against any nominees to serve on the Board that have not been recommended by our Board of Directors. Under the terms of the Agreement, we agreed to reimburse D.C. Capital for its reasonable and documented fees and expenses incurred in connection with the matters related to the preparation of D.C. Capital’s nomination process and related correspondence with the Company, D.C. Capital’s engagement with the Company, and the preparation of the Agreement in an amount not to exceed, in the aggregate, $75,000. Withdrawal of Nomination of Director Candidate by GAMCO Asset Management Inc. On May 6, 2020, the Company was informed by GAMCO Asset Management Inc. (“GAMCO”) that it had irrevocably withdrawn its notice of nomination dated January 23, 2020, notifying the Company as to GAMCO’s nomination of Walter M. Schenker for election to the Board at the 2020 Annual Meeting, and, accordingly, its nomination of Mr. Schenker for election to the Board at the 2020 Annual Meeting. |
Nature of Operations and Pres_2
Nature of Operations and Presentation of Condensed Consolidated Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Superior Industries International, Inc.’s (referred herein as the “Company,” “Superior,” or “we” and “our”) principal business is the design and manufacture of aluminum wheels for sale to original equipment manufacturers (OEMs) in North America and Europe and aftermarket distributors in Europe. We employ approximately 8,400 employees, operating in eight manufacturing facilities in North America and Europe with a combined annual manufacturing capacity of approximately 20 million wheels. We are one of the largest suppliers to global OEMs and we believe we are the #1 European aluminum wheel aftermarket manufacturer and supplier. Our OEM aluminum wheels accounted for approximately 93 percent of our sales in the first quarter of 2020 and are primarily sold for factory installation on vehicle models manufactured by BMW (including Mini), Daimler AG Company (Mercedes-Benz, AMG, Smart), FCA, Ford, GM, Honda, Jaguar-Land Rover, Mazda, Mitsubishi, Nissan, PSA, Renault, Subaru, Suzuki, Toyota, VW Group (Volkswagen, Audi, SEAT, Skoda, Porsche, Bentley) and Volvo. We also sell aluminum wheels to the European aftermarket under the brands ATS, RIAL, ALUTEC and ANZIO. North America and Europe represent the principal markets for our products, but we have a global presence and diversified customer base consisting of North American, European and Asian OEMs. We have determined that our North American and European operations should be treated as separate reporting segments as further described in Note 5, “Business Segments.” |
Presentation of Condensed Consolidated Financial Statements | Presentation of Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the SEC’s requirements for quarterly reports on Form 10-Q and U.S. Generally Accepted Accounting Principles (“GAAP”) and, in our opinion, contain all adjustments, of a normal and recurring nature, which are necessary for fair presentation of (i) the condensed consolidated statements of income (loss) for the three-month periods ended March 31, 2020 and March 31, 2019, (ii) the condensed consolidated statements of comprehensive income (loss) for the three-month periods ended March 31, 2020 and March 31, 2019, (iii) the condensed consolidated balance sheets at March 31, 2020 and December 31, 2019, (iv) the condensed consolidated statements of cash flows for the three-month periods ended March 31, 2020 and March 31, 2019, and (v) the condensed consolidated statements of shareholders’ equity (deficit) for the three-month periods ended March 31, 2020 and March 31, 2019. This Quarterly Report on Form 10-Q should be read in conjunction with our consolidated financial statements and notes thereto filed with the Securities and Exchange Commission (“SEC”) in our 2019 Annual Report on Form 10-K. Interim financial reporting standards require us to make estimates that are based on assumptions regarding the outcome of future events and circumstances not known at that time, including the use of estimated effective tax rates. Inevitably, some assumptions will not materialize, unanticipated events or circumstances may occur which vary from those estimates and such variations may significantly affect our future results. Additionally, interim results may not be indicative of our results for future interim periods or our annual results. Certain prior year amounts have been reclassified to conform with the current year presentation. |
Cash Paid for Interest and Taxes and Non-Cash Investing Activities | Cash Paid for Interest and Taxes and Non-Cash Investing Activities Cash paid for interest was $6.0 million and $6.6 million for the three months ended March 31, 2020 and March 31, 2019, respectively. Net cash income taxes paid (refunded) was $4.4 million and $(1.6) million for the three months ended March 31, 2020 and March 31, 2019, respectively. As of March 31, 2020 and 2019, $ 4.1 |
New Accounting Standards | New Accounting Standards Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement .” Effective January 1, 2020, the Company adopted ASU 2018-13 which allows companies to remove, modify and add certain disclosures related to fair value measurements. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statement disclosures. Accounting Standards Issued but Not Yet Adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (ASU 2016-13), which requires entities to use a new impairment model based on current expected credit losses (“CECL”) rather than incurred losses. Under CECL, estimated credit losses would incorporate relevant information about past events, current conditions and reasonable and supportable forecasts and any expected credit losses would be recognized at the time of sale. As a smaller reporting company (as defined under SEC regulations), the Company is not required to adopt the new standard until fiscal years beginning after December 31, 2022. We are evaluating the impact this new standard will have on our financial statements and disclosures. ASU 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans.” In August 2018, the FASB issued an ASU entitled “Compensation - Retirement Benefits - Defined Benefit Plans - General Subtopic 715-20 - Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans” (ASU 2018-14), which is designed to improve the effectiveness of disclosures by removing and adding disclosures related to defined benefit plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020. We are evaluating the impact this new standard will have on our financial statement disclosures. ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In March 2020, the FASB issued ASU 2020-04 entitled “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides temporary optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The relief provided by this guidance is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform initiatives being undertaken in an effort to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The optional amendments of this guidance are effective for all entities upon adoption. We are currently assessing the impact of this update on our consolidated financial statements. |
Fair Value Measurements | The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis, while other assets and liabilities are measured at fair value on a nonrecurring basis, such as when we have an asset impairment. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The carrying amounts for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short period of time until maturity. |
Derivatives, Methods of Accounting, Hedging Derivatives | Derivative Instruments and Hedging Activities We use derivatives to partially offset our exposure to foreign currency, interest rate, aluminum and other commodity price risk. We may enter into forward contracts, option contracts, swaps, collars or other derivative instruments to offset some of the risk on expected future cash flows and on certain existing assets and liabilities. However, we may choose not to hedge certain exposures for a variety of reasons including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange rates, interest rates, and aluminum or other commodity prices. To help protect gross margins from fluctuations in foreign currency exchange rates, certain of our subsidiaries, whose functional currency is the U.S. dollar or the Euro, hedge a portion of their forecasted foreign currency costs denominated in the Mexican Peso and Polish Zloty, respectively. We may hedge portions of our forecasted foreign currency exposure up to 48 months. We record all derivatives in the condensed consolidated balance sheets at fair value. Our accounting treatment for these instruments is based on the hedge designation. Gains or losses on cash flow hedges that are designated as hedging instruments are recorded in accumulated other comprehensive income (loss) (“AOCI”) until the hedged item is recognized in earnings, at which point accumulated gains or losses will be recognized in earnings and classified with the underlying hedged transaction. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates. The Company has derivatives that are designated as hedging instruments as well as derivatives that do not qualify for designation as hedging instruments. |
Derivatives, Methods of Accounting, Derivatives Not Designated or Qualifying as Hedges | Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Company's Customer Receivables and Current and Long-term Contract Liabilities | The Company’s customer receivables and current and long-term contract liabilities balances as of March 31, 2020 and December 31, 2019 are as follows (in thousands): March 31, 2020 December 31, 2019 Customer receivables $ 64,455 $ 68,283 Contract liabilities—current 8,073 5,880 Contract liabilities—noncurrent 11,776 13,577 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Items Measured at Fair Value | The following tables categorize items measured at fair value at March 31, 2020 and December 31, 2019: Fair Value Measurement at Reporting Date Using March 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (Dollars in thousands) Assets Money market fund investment $ 175,019 $ 175,019 $ — $ — Derivative contracts 5,833 — 5,833 — Total 180,852 175,019 5,833 — Liabilities . Derivative contracts 61,705 — 61,705 — Total $ 61,705 $ — $ 61,705 $ — Fair Value Measurement at Reporting Date Using December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (Dollars in thousands) Assets Derivative contracts $ 21,973 $ — $ 21,973 $ — Total 21,973 — 21,973 — Liabilities Derivative contracts 8,709 — 8,709 — Total $ 8,709 $ — $ 8,709 $ — |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The estimated fair value, as well as the carrying value, of the Company’s debt instruments are shown below: March 31, 2020 December 31, 2019 (Dollars in thousands) Estimated aggregate fair value $ 674,318 $ 606,093 Aggregate carrying value (1) 824,060 630,635 (1) |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Derivatives by Balance Sheet Line Item | The following tables display the fair value of derivatives by balance sheet line item at March 31, 2020 and December 31, 2019: March 31, 2020 Other Current Assets Other Non-current Assets Accrued Liabilities Other Non-current Liabilities (Dollars in thousands) Foreign exchange forward contracts designated as hedging instruments $ 2,005 $ 178 $ 11,923 $ 27,995 Foreign exchange forward contracts not designated as hedging instruments 3,313 — 7,979 — Aluminum forward contracts designated as hedging instruments — — 1,225 — Natural gas forward contracts designated as hedging instruments 142 195 615 403 Interest rate swap contracts designated as hedging instruments — — 4,784 6,781 Total derivative financial instruments $ 5,460 $ 373 $ 26,526 $ 35,179 December 31, 2019 Other Current Assets Other Non-current Assets Accrued Liabilities Other Non-current Liabilities (Dollars in thousands) Foreign exchange forward contracts designated as hedging instruments $ 7,808 $ 12,821 $ 60 $ 100 Foreign exchange forward contracts not designated as hedging instruments 1,196 — 554 — Aluminum forward contracts designated as hedging instruments 60 — 127 — Natural gas forward contracts designated as hedging instruments 81 7 1,312 727 Interest rate swap contracts designated as hedging instruments — — 2,304 3,525 Total derivative financial instruments $ 9,145 $ 12,828 $ 4,357 $ 4,352 |
Summary of Notional Amount and Estimated Fair Value of Derivative Financial Instruments | The following table summarizes the notional amount and estimated fair value of our derivative financial instruments: March 31, 2020 December 31, 2019 Notional U.S. Dollar Amount Fair Value Notional U.S. Dollar Amount Fair Value (Dollars in thousands) Foreign currency forward contracts designated as hedging instruments $ 448,494 $ (37,735 ) $ 449,181 $ 20,469 Foreign exchange forward contracts not designated as hedging instruments 83,102 (4,666 ) 73,491 642 Aluminum forward contracts designated as hedges 10,657 (1,225 ) 9,405 (67 ) Natural gas forward contracts designated as hedging instrument 6,478 (681 ) 5,816 (1,951 ) Interest rate swap contracts designated as hedging instrument 235,000 (11,565 ) 260,000 (5,829 ) Total derivative financial instruments $ 783,731 $ (55,872 ) $ 797,893 $ 13,264 |
Summary of Gain or Loss Recognized in AOCI | The following tables summarize the gain or loss recognized in AOCI for the three months ended March 31, 2020 and 2019, the amounts reclassified from AOCI into earnings and the amounts recognized directly into earnings for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 Amount of Gain or (Loss) Recognized in AOCI on Derivatives Amount of Pre-tax Gain or (Loss) Reclassified from AOCI into Income Amount of Pre-tax Gain or (Loss) Recognized in Income on Derivatives (Dollars in thousands) Derivative Contracts $ (45,297 ) $ (1,114 ) $ (5,439 ) Total $ (45,297 ) $ (1,114 ) $ (5,439 ) Three Months Ended March 31, 2019 Amount of Gain or (Loss) Recognized in AOCI on Derivatives Amount of Pre-tax Gain or (Loss) Reclassified from AOCI into Income Amount of Pre-tax Gain or (Loss) Recognized in Income on Derivatives (Dollars in thousands) Derivative Contracts $ 4,926 $ 836 $ 1,684 Total $ 4,926 $ 836 $ 1,684 |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary of Net Sales and Results of Operations and Total Assets by Reportable Segment | (Dollars in thousands) Net Sales Income from Operations Three months ended March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 North America $ 155,551 $ 185,116 $ 6,109 $ 6,199 Europe 145,561 172,577 (189,124 ) 12,440 $ 301,112 $ 357,693 $ (183,015 ) $ 18,639 (Dollars in thousands) Depreciation and Amortization Capital Expenditures Three months ended March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 North America $ 8,805 $ 7,866 $ 6,560 $ 6,128 Europe 15,587 15,465 7,305 7,264 $ 24,392 $ 23,331 $ 13,865 $ 13,392 (Dollars in thousands) Property, Plant and Equipment, net Goodwill and Intangible Assets March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019 North America $ 215,786 $ 237,372 $ — $ — Europe 287,427 291,910 117,980 321,910 $ 503,213 $ 529,282 $ 117,980 $ 321,910 (Dollars in thousands) Total Assets March 31, 2020 December 31, 2019 North America $ 604,880 $ 484,689 Europe 678,914 827,178 $ 1,283,794 $ 1,311,867 |
Net Sales by Geographic Location | Net sales by geographic location are as follows: Three Months Ended March 31, 2020 March 31, 2019 (Dollars in thousands) Net sales: U.S. $ 16,177 $ 28,256 Mexico 139,374 156,860 Germany 50,038 64,048 Poland 95,523 108,529 Consolidated net sales $ 301,112 $ 357,693 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | March 31, 2020 December 31, 2019 (Dollars in thousands) Raw materials $ 42,720 $ 44,245 Work in process 39,270 40,344 Finished goods 87,874 83,881 Inventories, net $ 169,864 $ 168,470 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | March 31, 2020 December 31, 2019 (Dollars in thousands) Land and buildings $ 146,908 $ 158,907 Machinery and equipment 801,813 856,961 Leasehold improvements and others 11,827 12,173 Construction in progress 39,188 30,179 999,736 1,058,220 Accumulated depreciation (496,523 ) (528,938 ) Property, plant and equipment, net $ 503,213 $ 529,282 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Finite-Lived and Indefinite-Lived Intangible Assets | Following is a summary of the Company’s finite-lived and indefinite-lived intangible assets and goodwill as of March 31, 2020 and December 31, 2019. As of March 31, 2020 Gross Carrying Amount Impairment Accumulated Amortization Currency Translation Net Carrying Amount Remaining Weighted Average Amortization Period (Dollars in thousands) Brand name $ 9,000 $ — $ (5,219 ) $ 49 $ 3,830 3-4 Technology 15,000 — (8,699 ) 85 6,386 2-4 Customer relationships 167,000 — (58,643 ) (593 ) 107,764 4-9 Total finite 191,000 — (72,561 ) (459 ) 117,980 Trade names 14,000 (13,772 ) — (228 ) — Indefinite Total intangibles $ 205,000 $ (13,772 ) $ (72,561 ) $ (687 ) $ 117,980 Three Months Ended March 31, 2020 Beginning Balance Ending Balance Gross Accumulated Impairment Net Balance Impairment Currency Translation Gross Accumulated Impairment Net Balance (Dollars in thousands) Goodwill $ 284,337 $ (99,505 ) $ 184,832 $ (182,528 ) $ (2,304 ) $ 282,033 $ (282,033 ) $ — As of December 31, 2019 Gross Carrying Amount Impairment Accumulated Amortization Currency Translation Net Carrying Amount Remaining Weighted Average Amortization Period (Dollars in thousands) Brand name $ 9,000 $ — $ (4,778 ) $ 110 $ 4,332 3-4 Technology 15,000 — (7,963 ) 183 7,220 2-4 Customer relationships 167,000 — (53,681 ) 954 114,273 4-9 Total finite 191,000 — (66,422 ) 1,247 125,825 Trade names 14,000 (2,733 ) — (14 ) 11,253 Indefinite Total intangibles $ 205,000 $ (2,733 ) $ (66,422 ) $ 1,233 $ 137,078 Year Ended December 31, 2019 Beginning Balance Ending Balance Gross Accumulated Impairment Net Balance Impairment Currency Translation Gross Accumulated Impairment Net Balance (Dollars in thousands) Goodwill $ 291,434 $ — $ 291,434 $ (99,505 ) $ (7,097 ) $ 284,337 $ (99,505 ) $ 184,832 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt and Related Weighted Average Interest Rates | A summary of long-term debt and the related weighted average interest rates is shown below: March 31, 2020 (Dollars in Thousands) Debt Instrument Total Debt Debt Issuance Costs (1) Total Debt, Net Weighted Average Interest Rate Term Loan Facility $ 349,200 $ (9,054 ) $ 340,146 5.0 % 6.00% Senior Notes due 2025 239,797 (5,162 ) 234,635 6.0 % Corporate Revolving Credit Facility 156,000 — 156,000 4.3 % European CapEx Loans 24,271 — 24,271 2.2 % European Revolving Credit Facility 51,926 — 51,926 1.6 % Finance Leases 2,866 — 2,866 3.0 % $ 824,060 $ (14,216 ) 809,844 Less: Current portion (56,853 ) Long-term debt $ 752,991 December 31, 2019 (Dollars in Thousands) Debt Instrument Total Debt Debt Issuance Costs (1) Total Debt, Net Weighted Average Interest Rate Term Loan Facility $ 371,800 $ (10,192 ) $ 361,608 5.7 % 6.00% Senior Notes due 2025 243,074 (5,408 ) 237,666 6.0 % European CapEx Loan 12,693 — 12,693 2.2 % Finance Leases 3,068 — 3,068 2.9 % $ 630,635 $ (15,600 ) 615,035 Less: Current portion (4,010 ) Long-term debt $ 611,025 (1) Unamortized portion |
European Non-Controlling Rede_2
European Non-Controlling Redeemable Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Summary of Redeemable Noncontrolling Interests | The following table summarizes the European non-controlling redeemable equity activity through the period ended March 31, 2020 Balance at December 31, 2018 $ 13,849 Dividends accrued 566 Dividends paid (848 ) Translation adjustment (361 ) Purchase of shares (6,681 ) Balance at December 31, 2019 6,525 Dividends accrued 20 Dividends paid (35 ) Translation adjustment (95 ) Purchase of shares (4,190 ) Balance at March 31, 2020 $ 2,225 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended March 31, 2020 March 31, 2019 (Dollars in thousands, except per share amounts) Basic Earnings Per Share: Reported net income (loss) attributable to Superior $ (190,082 ) $ 1,950 Less: Redeemable preferred stock dividends and accretion (7,850 ) (7,771 ) Less: European non-controlling redeemable equity dividend (20 ) (121 ) Basic numerator $ (197,952 ) $ (5,942 ) Basic loss per share $ (7.84 ) $ (0.24 ) Weighted average shares outstanding - Basic 25,243 25,034 Diluted Earnings Per Share: Reported net income (loss) attributable to Superior $ (190,082 ) $ 1,950 Less: Redeemable preferred stock dividends and accretion (7,850 ) (7,771 ) Less: European non-controlling redeemable equity dividend (20 ) (121 ) Diluted numerator $ (197,952 ) $ (5,942 ) Diluted loss per share $ (7.84 ) $ (0.24 ) Weighted average shares outstanding - Basic 25,243 25,034 Dilutive effect of common share equivalents — — Weighted average shares outstanding - Diluted 25,243 25,034 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Lease Expense, Cash Flow, Operating and Finance Lease Assets and Liabilities, Average Lease Term and Average Discount Rate | Lease expense and cash flow for the three months ended March 31, 2020 and 2019 and operating and finance lease assets and liabilities, average lease term and average discount rate as of March 31, 2020 and December 31, 2019 are as follows: Three Months Ended March 31, 2020 March 31, 2019 Lease Expense Finance lease expense: Amortization of right-of-use assets $ 354 $ 516 Interest on lease liabilities 22 14 Operating lease expense 845 853 Total lease expense $ 1,221 $ 1,383 Cash Flow Components Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from finance leases $ 22 $ 14 Operating cash outflows from operating leases $ 891 $ 828 Financing cash outflows from finance leases $ 292 $ 325 Right-of-use assets obtained in exchange for new finance lease liabilities, net of terminations and disposals $ 148 $ 556 Right-of-use assets obtained in exchange for operating lease liabilities (including adoption impact of $18.2 million) net of terminations and disposals $ 65 $ 18,285 March 31, 2020 December 31, 2019 Balance Sheet Information Operating leases: Other non-current assets $ 14,417 $ 15,201 Accrued liabilities $ (2,888 ) $ (2,949 ) Other non-current liabilities (12,363 ) (13,282 ) Total operating lease liabilities $ (15,251 ) $ (16,231 ) Finance leases: Property and equipment gross $ 4,949 $ 4,821 Accumulated depreciation (2,472 ) (2,118 ) Property and equipment, net $ 2,477 $ 2,703 Current portion of long-term debt $ (998 ) $ (1,023 ) Long-term debt (1,868 ) (2,045 ) Total finance lease liabilities $ (2,866 ) $ (3,068 ) Lease Term and Discount Rates Weighted-average remaining lease term - finance leases (years) 4.1 4.1 Weighted-average remaining lease term - operating leases (years) 6.4 6.4 Weighted-average discount rate - finance leases 3.0 % 2.9 % Weighted-average discount rate - operating leases 3.9 % 3.9 % |
Schedule of Future Minimum Rental Payments Under Finance and Operating Leases | Summarized future minimum payments under our leases as of March 31, 2020 are as follows: March 31, 2020 Finance Leases Operating Leases Lease Maturities (in thousands) Nine remaining months of 2020 $ 951 $ 2,728 2021 926 2,987 2022 528 2,461 2023 126 2,122 2024 120 2,008 Thereafter 428 4,885 Total 3,079 17,191 Less: Imputed Interest (213 ) (1,940 ) Total lease liabilities, net of interest $ 2,866 $ 15,251 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Summary of Components of Net Periodic Pension Cost | The following table summarizes the components of net periodic pension cost for the three months ended March 31, 2020 and 2019. Three Months Ended March 31, 2020 March 31, 2019 (Dollars in thousands) Interest cost $ 251 $ 286 Net amortization 72 52 Net periodic pension cost $ 323 $ 338 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Restricted Stock Unit and Restricted Performance Stock Unit Activity | Restricted stock unit and restricted performance stock unit activity for the three months ended March 31, 2020 is summarized in the following table: Equity Incentive Awards Restricted Stock Units Weighted Average Grant Date Fair Value Performance Shares Weighted Average Grant Date Fair Value Options Weighted Average Exercise Price Balance at December 31, 2019 1,047,256 $ 5.39 1,548,793 $ 7.17 50,250 $ 18.86 Granted 474,317 3.26 948,636 3.25 — — Settled (284,270 ) 6.22 (245,713 ) 5.05 — — Forfeited or expired (7,776 ) 4.78 (44,827 ) 20.95 (10,000 ) 17.45 Balance at March 31, 2020 1,229,527 $ 4.38 2,206,889 $ 5.33 40,250 $ 19.21 Vested or expected to vest at March 31, 2020 940,277 $ 4.57 207,184 $ 10.72 27,465 $ 19.34 |
Nature of Operations and Pres_3
Nature of Operations and Presentation of Condensed Consolidated Financial Statements - Additional Information (Detail) Wheel in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)EmployeeManufacturingFacilityWheel | Mar. 31, 2019USD ($) | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Number of employees | Employee | 8,400 | |
Number of manufacturing facilities | ManufacturingFacility | 8 | |
Annual capacity of manufacturing wheels | Wheel | 20 | |
Cash paid for interest | $ 6 | $ 6.6 |
Net cash income taxes paid (refunded) | 4.4 | (1.6) |
Noncash or part noncash acquisition, fixed assets acquired | $ 4.1 | $ 9 |
Sales [Member] | Customer Concentration Risk [Member] | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Concentration risk, percentage | 93.00% |
Revenue - Summary of Company's
Revenue - Summary of Company's Customer Receivables and Current and Long-term Contract Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Contract With Customer Asset And Liability [Abstract] | ||
Customer receivables | $ 64,455 | $ 68,283 |
Contract liabilities—current | 8,073 | 5,880 |
Contract liabilities—noncurrent | $ 11,776 | $ 13,577 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring (Detail) - Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Money market fund investment | $ 175,019 | |
Derivative contracts | 5,833 | $ 21,973 |
Total | 180,852 | 21,973 |
Liabilities | ||
Derivative contracts | 61,705 | 8,709 |
Total | 61,705 | 8,709 |
Level 1 [Member] | ||
Assets | ||
Money market fund investment | 175,019 | |
Total | 175,019 | |
Level 2 [Member] | ||
Assets | ||
Derivative contracts | 5,833 | 21,973 |
Total | 5,833 | 21,973 |
Liabilities | ||
Derivative contracts | 61,705 | 8,709 |
Total | $ 61,705 | $ 8,709 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative Instrument Detail [Abstract] | ||
Estimated aggregate fair value | $ 674,318 | $ 606,093 |
Aggregate carrying value | $ 824,060 | $ 630,635 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative instruments objectives | We use derivatives to partially offset our exposure to foreign currency, interest rate, aluminum and other commodity price risk. We may enter into forward contracts, option contracts, swaps, collars or other derivative instruments to offset some of the risk on expected future cash flows and on certain existing assets and liabilities. |
Maximum length of time, foreign currency cash flow hedge | 48 months |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Fair Value of Derivatives by Balance Sheet Line Item (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | $ 5,460 | $ 9,145 |
Other Non-current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | 373 | 12,828 |
Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative liabilities | 26,526 | 4,357 |
Other Non-current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative liabilities | 35,179 | 4,352 |
Designated as Hedging Instrument [Member] | Other Current Assets [Member] | Natural Gas [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | 142 | 81 |
Designated as Hedging Instrument [Member] | Other Non-current Assets [Member] | Natural Gas [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | 195 | 7 |
Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | Natural Gas [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative liabilities | 615 | 1,312 |
Designated as Hedging Instrument [Member] | Other Non-current Liabilities [Member] | Natural Gas [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative liabilities | 403 | 727 |
Foreign Exchange Forward Contracts [Member] | Designated as Hedging Instrument [Member] | Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | 2,005 | 7,808 |
Foreign Exchange Forward Contracts [Member] | Designated as Hedging Instrument [Member] | Other Non-current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | 178 | 12,821 |
Foreign Exchange Forward Contracts [Member] | Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative liabilities | 11,923 | 60 |
Foreign Exchange Forward Contracts [Member] | Designated as Hedging Instrument [Member] | Other Non-current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative liabilities | 27,995 | 100 |
Foreign Exchange Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | 3,313 | 1,196 |
Foreign Exchange Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative liabilities | 7,979 | 554 |
Aluminum Forward Contracts [Member] | Designated as Hedging Instrument [Member] | Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative assets | 60 | |
Aluminum Forward Contracts [Member] | Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative liabilities | 1,225 | 127 |
Interest Rate Swap Contracts Designated as Hedges [Member] | Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative liabilities | 4,784 | 2,304 |
Interest Rate Swap Contracts Designated as Hedges [Member] | Designated as Hedging Instrument [Member] | Other Non-current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative liabilities | $ 6,781 | $ 3,525 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Summary of Notional Amount and Estimated Fair Value of Derivative Financial Instruments (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Notional Amount | $ 783,731 | $ 797,893 |
Derivative, Fair Value, Net | (55,872) | 13,264 |
Designated as Hedging Instrument [Member] | Natural Gas [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Notional Amount | 6,478 | 5,816 |
Derivative, Fair Value, Net | (681) | (1,951) |
Designated as Hedging Instrument [Member] | Foreign Exchange Forward Contracts Designated as Hedging Instruments [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Notional Amount | 448,494 | 449,181 |
Derivative, Fair Value, Net | (37,735) | 20,469 |
Designated as Hedging Instrument [Member] | Aluminum Forward Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Notional Amount | 10,657 | 9,405 |
Derivative, Fair Value, Net | (1,225) | (67) |
Designated as Hedging Instrument [Member] | Interest Rate Swap Contracts Designated as Hedges [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Notional Amount | 235,000 | 260,000 |
Derivative, Fair Value, Net | (11,565) | (5,829) |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward Contracts Designated as Hedging Instruments [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Notional Amount | 83,102 | 73,491 |
Derivative, Fair Value, Net | $ (4,666) | $ 642 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Summary of Gain or Loss Recognized in AOCI (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivatives, Fair Value [Line Items] | ||
Amount of Gain or (Loss) Recognized in AOCI on Derivatives | $ (45,297) | $ 4,926 |
Amount of Pre-tax Gain or (Loss) Reclassified from AOCI into Income | (1,114) | 836 |
Amount of Pre-tax Gain or (Loss) Recognized in Income on Derivatives | (5,439) | 1,684 |
Derivative [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Amount of Gain or (Loss) Recognized in AOCI on Derivatives | (45,297) | 4,926 |
Amount of Pre-tax Gain or (Loss) Reclassified from AOCI into Income | (1,114) | 836 |
Amount of Pre-tax Gain or (Loss) Recognized in Income on Derivatives | $ (5,439) | $ 1,684 |
Business Segments - Summary of
Business Segments - Summary of Net Sales and Results of Operations and Total Assets by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net Sales | $ 301,112 | $ 357,693 | |
Income from Operations | (183,015) | 18,639 | |
Depreciation and Amortization | 24,392 | 23,331 | |
Capital Expenditures | 13,865 | 13,392 | |
Property, Plant and Equipment, net | 503,213 | $ 529,282 | |
Goodwill and Intangible Assets | 117,980 | 321,910 | |
Total assets | 1,283,794 | 1,311,867 | |
North America [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net Sales | 155,551 | 185,116 | |
Income from Operations | 6,109 | 6,199 | |
Depreciation and Amortization | 8,805 | 7,866 | |
Capital Expenditures | 6,560 | 6,128 | |
Property, Plant and Equipment, net | 215,786 | 237,372 | |
Total assets | 604,880 | 484,689 | |
Europe [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net Sales | 145,561 | 172,577 | |
Income from Operations | (189,124) | 12,440 | |
Depreciation and Amortization | 15,587 | 15,465 | |
Capital Expenditures | 7,305 | $ 7,264 | |
Property, Plant and Equipment, net | 287,427 | 291,910 | |
Goodwill and Intangible Assets | 117,980 | 321,910 | |
Total assets | $ 678,914 | $ 827,178 |
Business Segments - Net Sales b
Business Segments - Net Sales by Geographic Location (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | $ 301,112 | $ 357,693 |
U.S. [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 16,177 | 28,256 |
Mexico [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 139,374 | 156,860 |
Germany [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 50,038 | 64,048 |
Poland [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | $ 95,523 | $ 108,529 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 42,720 | $ 44,245 |
Work in process | 39,270 | 40,344 |
Finished goods | 87,874 | 83,881 |
Inventories, net | $ 169,864 | $ 168,470 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Inventory, non-current | $ 9.5 | $ 10.6 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 999,736 | $ 1,058,220 |
Accumulated depreciation | (496,523) | (528,938) |
Property, plant and equipment, net | 503,213 | 529,282 |
Land and Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 146,908 | 158,907 |
Production Machinery and Technical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 801,813 | 856,961 |
Leasehold Improvements and Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 11,827 | 12,173 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 39,188 | $ 30,179 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 18.3 | $ 16.5 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Non-cash impairment charge recognized | $ 13,772 | $ (2,733) | |
Impairment charges | $ 193,600 | $ 102,200 | |
Weighted income approach to determine the fair value of the company's reporting units | 75.00% | ||
Weighted market approach to determine the fair value of the company's reporting units | 25.00% | ||
Amortization of intangible assets | $ 6,100 | $ 6,800 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2020 | 24,500 | ||
2021 | 24,500 | ||
2022 | 21,700 | ||
2023 | 19,800 | ||
2024 | $ 19,800 | ||
Market Approach Valuation Technique [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Fair value measurements valuation process multiple used | 4.9X EBITDA | 5.7X EBITDA | |
Measurement Input, Discount Rate [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Discount rate | 12.00% | 10.00% | |
Measurement Input, Long-term Revenue Growth Rate [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Long-term growth rate | 1.50% | 2.00% | |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Non-cash impairment charge recognized | $ 11,000 | ||
European Operations [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amount of fair value in excess of carrying value | $ 182,600 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Finite-Lived and Indefinite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets, Gross Carrying Amount | $ 191,000 | $ 191,000 |
Accumulated Amortization | (72,561) | (66,422) |
Finite-lived Intangible Assets, Currency Translation | (459) | 1,247 |
Finite lived Intangible Assets, Net | 117,980 | 125,825 |
Indefinite lived Intangible Assets, Gross Carrying Amount | 14,000 | 14,000 |
Indefinite lived Intangible Assets, Gross Carrying Amount, Impairment | (13,772) | 2,733 |
Indefinite lived Intangible Assets, Currency Translation | (228) | (14) |
Indefinite lived Intangible Assets, Net | 11,253 | |
Gross Carrying Amount | 205,000 | 205,000 |
Impairment | (13,772) | (2,733) |
Currency Translation | (687) | 1,233 |
Intangibles, net | 117,980 | 137,078 |
Goodwill Gross, Beginning Balance | 284,337 | 291,434 |
Goodwill Accumulated Impairment, Beginning Balance | (99,505) | |
Goodwill Net Balance,Beginning Balance | 184,832 | 291,434 |
Goodwill, Impairment | (182,528) | (99,505) |
Goodwill, Currency Translation | (2,304) | (7,097) |
Goodwill Gross, Ending Balance | 282,033 | 284,337 |
Goodwill Accumulated Impairment, Ending Balance | (282,033) | (99,505) |
Goodwill, Ending Balance | 184,832 | |
Indefinite lived Intangible Assets, Gross Carrying Amount, Impairment | 13,772 | (2,733) |
Brand Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets, Gross Carrying Amount | 9,000 | 9,000 |
Accumulated Amortization | (5,219) | (4,778) |
Finite-lived Intangible Assets, Currency Translation | 49 | 110 |
Finite lived Intangible Assets, Net | $ 3,830 | $ 4,332 |
Brand Name [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Amortization Period | 3 years | 3 years |
Brand Name [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Amortization Period | 4 years | 4 years |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets, Gross Carrying Amount | $ 15,000 | $ 15,000 |
Accumulated Amortization | (8,699) | (7,963) |
Finite-lived Intangible Assets, Currency Translation | 85 | 183 |
Finite lived Intangible Assets, Net | $ 6,386 | $ 7,220 |
Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Amortization Period | 2 years | 2 years |
Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Amortization Period | 4 years | 4 years |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets, Gross Carrying Amount | $ 167,000 | $ 167,000 |
Accumulated Amortization | (58,643) | (53,681) |
Finite-lived Intangible Assets, Currency Translation | (593) | 954 |
Finite lived Intangible Assets, Net | $ 107,764 | $ 114,273 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Amortization Period | 4 years | 4 years |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Amortization Period | 9 years | 9 years |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt and Related Weighted Average Interest Rates (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total Debt | $ 824,060 | $ 630,635 |
Debt Issuance Costs | (14,216) | (15,600) |
Total Debt, Net | 809,844 | 615,035 |
Less: Current portion | (56,853) | (4,010) |
Long-term debt | 752,991 | 611,025 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 349,200 | 371,800 |
Debt Issuance Costs | (9,054) | (10,192) |
Total Debt, Net | $ 340,146 | $ 361,608 |
Weighted Average Interest Rate | 5.00% | 5.70% |
Senior Notes [Member] | Senior Notes, 6.00%, due 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | $ 239,797 | $ 243,074 |
Debt Issuance Costs | (5,162) | (5,408) |
Total Debt, Net | $ 234,635 | $ 237,666 |
Weighted Average Interest Rate | 6.00% | 6.00% |
Corporate Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | $ 156,000 | |
Total Debt, Net | $ 156,000 | |
Weighted Average Interest Rate | 4.30% | |
European CapEx Loans [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | $ 24,271 | $ 12,693 |
Total Debt, Net | $ 24,271 | $ 12,693 |
Weighted Average Interest Rate | 2.20% | 2.20% |
European Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | $ 51,926 | |
Total Debt, Net | $ 51,926 | |
Weighted Average Interest Rate | 1.60% | |
Finance Leases [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | $ 2,866 | $ 3,068 |
Total Debt, Net | $ 2,866 | $ 3,068 |
Weighted Average Interest Rate | 3.00% | 2.90% |
Debt - Summary of Long-Term D_2
Debt - Summary of Long-Term Debt and Related Weighted Average Interest Rates (Parenthetical) (Detail) | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 15, 2017 |
Senior Notes, 6.00%, due 2025 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate stated, percentage | 6.00% | 6.00% | 6.00% |
Debt - Additional Information (
Debt - Additional Information (Detail) | Sep. 30, 2017 | Jun. 15, 2017EUR (€) | Mar. 22, 2017USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020EUR (€) | Dec. 31, 2019USD ($) | Jun. 30, 2019EUR (€) | Mar. 31, 2020EUR (€) | Jan. 31, 2020EUR (€) | Dec. 31, 2019EUR (€) | Mar. 31, 2019EUR (€) | May 30, 2017USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Debt default, holder percent to declare all notes due, minimum | 30.00% | 30.00% | ||||||||||
Term loan facility balance | $ 824,060,000 | $ 630,635,000 | ||||||||||
Long-term debt | 809,844,000 | 615,035,000 | ||||||||||
Long-term debt, current | 56,853,000 | $ 4,010,000 | ||||||||||
European Operations [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 12,600,000 | $ 70,700,000 | ||||||||||
Senior Notes, 6.00%, due 2025 [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Face Amount | € | € 250,000,000 | |||||||||||
Debt instrument, interest rate stated, percentage | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | |||||||
Term loan facility balance | $ 239,797,000 | $ 243,074,000 | ||||||||||
Long-term debt | 234,635,000 | $ 237,666,000 | ||||||||||
Senior Secured Term Loan Facility [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amount of term loan facility | $ 400,000,000 | |||||||||||
Line of credit facility maturity date | May 23, 2024 | |||||||||||
Repayments under term loan facility | 50,800,000 | |||||||||||
Term loan facility balance | 349,200,000 | |||||||||||
Amount outstanding | 3,600,000 | |||||||||||
Senior Secured Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 0.00% | |||||||||||
Senior Secured Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 4.00% | |||||||||||
Senior Secured Term Loan Facility [Member] | Base Rate [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 2.00% | |||||||||||
Senior Secured Term Loan Facility [Member] | Federal Funds Effective Swap Rate [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||||||
Senior Secured Term Loan Facility [Member] | One Month London Interbank Offered Rate (LIBOR) [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||||||||
Senior Secured Term Loan Facility [Member] | One Month LIBOR Plus Margin [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 3.00% | |||||||||||
Equipment Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, interest rate stated, percentage | 2.30% | 2.30% | ||||||||||
Long-term debt | $ 13,400,000 | € 12,000,000 | ||||||||||
Proceeds from long term debt | $ 11,700,000 | € 10,600,000 | ||||||||||
Debt Instrument Redemption Period One [Member] | Senior Notes, 6.00%, due 2025 [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption percentage | 103.00% | |||||||||||
Debt Instrument Redemption Period Two [Member] | Senior Notes, 6.00%, due 2025 [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption percentage | 101.50% | 40.00% | 40.00% | |||||||||
Debt Instrument Redemption Period Three [Member] | Senior Notes, 6.00%, due 2025 [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption percentage | 100.00% | |||||||||||
Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fees percentage | 0.50% | |||||||||||
Outstanding borrowings and undrawn letters of credit threshold amount | $ 20,000,000 | |||||||||||
Line of credit facility, commitment amount | $ 160,000,000 | |||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fees percentage | 0.50% | |||||||||||
Net leverage ratio | 1.00% | 1.00% | ||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fees percentage | 0.25% | |||||||||||
Net leverage ratio | 4.50% | 4.50% | ||||||||||
Line of credit facility borrowing capacity percentage | 35.00% | 35.00% | ||||||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 3.50% | |||||||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 3.50% | |||||||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 3.00% | |||||||||||
Revolving Credit Facility [Member] | Base Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 2.50% | |||||||||||
Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 2.50% | |||||||||||
Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 2.00% | |||||||||||
Revolving Credit Facility [Member] | Senior Secured Term Loan Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amount of term loan facility | $ 160,000,000 | |||||||||||
Line of credit facility maturity date | May 23, 2022 | |||||||||||
Outstanding borrowings | $ 156,000,000 | |||||||||||
Revolving Credit Facility [Member] | Senior Secured Term Loan Facility [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amount of availability | $ 400,000 | |||||||||||
Term Loan Facility [Member] | Senior Secured Term Loan Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of capital stock issued | 65.00% | 65.00% | ||||||||||
Equipment Loan [Member] | European Operations [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, interest rate stated, percentage | 2.20% | 2.20% | ||||||||||
European Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Outstanding borrowings | $ 51,900,000 | € 47,000,000 | ||||||||||
Amount outstanding | 400,000 | 400,000 | ||||||||||
Amount of availability | 13,900,000 | € 12,600,000 | ||||||||||
Percentage of management fee | 0.07% | |||||||||||
Debt instrument expiry date | May 22, 2022 | |||||||||||
European Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Current borrowing capacity under line of credit | € | € 45,000,000 | € 30,000,000 | ||||||||||
Annual commitment fee | 0.50% | |||||||||||
European Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Current borrowing capacity under line of credit | € | € 45,000,000 | € 60,000,000 | ||||||||||
Annual commitment fee | 1.05% | |||||||||||
European Revolving Credit Facility [Member] | Euribor [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 0.00% | |||||||||||
European Revolving Credit Facility [Member] | Euribor [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 1.55% | |||||||||||
European Revolving Credit Facility [Member] | Euribor [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 3.00% | |||||||||||
European Revolving Credit Facility [Member] | Equipment Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument expiry date | Sep. 30, 2027 | |||||||||||
Quarterly payment | $ 473,000 | € 427,700 | ||||||||||
Quarterly payment, start date | Dec. 31, 2020 | Dec. 31, 2020 |
Redeemable Preferred Stock - Ad
Redeemable Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 07, 2018 | Aug. 30, 2017 | Mar. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2019 |
Temporary Equity [Line Items] | |||||
Temporary equity, stock issued during period, shares, new issues | 150,000 | 150,000 | 150,000 | ||
Proceeds from issuance of redeemable preferred shares | $ 150,000 | ||||
Temporary equity, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Convertible Preferred Stock, Redemption Value | $ 300,000 | ||||
Preferred stock redemption extended date | Sep. 14, 2025 | Sep. 14, 2025 | |||
Issuance costs | $ 3,700 | ||||
Proceeds from issuance of redeemable preferred shares, net of issuance costs | 146,300 | ||||
Embedded derivative liability | 10,900 | ||||
Adjusted proceeds from issuance of redeemable preferred shares | $ 135,500 | ||||
Redemption period | 7 years | ||||
Carrying value of redeemable preferred stock | $ 17,200 | ||||
Accumulated accretion value net of modification adjustment | $ 29,900 | ||||
Redeemable preferred stock | 165,397 | $ 160,980 | |||
Convertible Preferred Stock Redemption Period Two [Member] | |||||
Temporary Equity [Line Items] | |||||
Convertible Preferred Stock, Redemption Value | $ 300,000 | ||||
Convertible preferred stock, redemption value percent of stated value | 200.00% | ||||
Convertible preferred stock, face value | $ 150,000 | ||||
Common stock, shares issued upon conversion of preferred stock | 5,300,000 | ||||
Series A Redeemable Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary equity, stock issued during period, shares, new issues | 140,202 | ||||
Temporary equity, par value | $ 0.01 | ||||
Temporary equity, liquidation preference per share | 1,000 | ||||
Temporary equity, conversion price | $ 28.162 | ||||
Preferred stock, dividend rate, percentage | 9.00% | ||||
Convertible preferred stock, threshold stock price trigger | $ 84.49 | ||||
Series B Redeemable Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary equity, stock issued during period, shares, new issues | 9,798 |
European Non-Controlling Rede_3
European Non-Controlling Redeemable Equity - Additional Information (Detail) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020USD ($) | Mar. 31, 2020€ / shares | May 30, 2017 | |
Redeemable Noncontrolling Interest [Line Items] | |||
Percentage of voting interest acquired | 99.80% | 92.30% | |
Domination and Profit Loss Transfer Agreement [Member] | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Share price per share | € 62.18 | ||
Guaranteed annual dividend for each share that is not tendered | € 3.23 | ||
Guaranteed annual statutory rate for each share that is tendered | 4.12% | ||
Non-controlling interests with carrying value reclassified from stockholders' equity to mezzanine equity | $ | $ 51.9 |
European Non-Controlling Rede_4
European Non-Controlling Redeemable Equity - Summary of Redeemable Noncontrolling Interests (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Redeemable Noncontrolling Interest [Line Items] | |||
Dividends accrued | $ 20 | $ 121 | |
Redeemable Noncontrolling Interest [Member] | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Beginning balance | 6,525 | $ 13,849 | $ 13,849 |
Dividends accrued | 20 | 566 | |
Dividends paid | (35) | (848) | |
Translation adjustment | (95) | (361) | |
Purchase of shares | (4,190) | (6,681) | |
Ending Balance | $ 2,225 | $ 6,525 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Basic Earnings Per Share: | ||
Reported net income (loss) attributable to Superior | $ (190,082) | $ 1,950 |
Less: Redeemable preferred stock dividends and accretion | (7,850) | (7,771) |
Less: European non-controlling redeemable equity dividend | (20) | (121) |
Basic numerator | $ (197,952) | $ (5,942) |
Basic loss per share | $ (7.84) | $ (0.24) |
Weighted average shares outstanding - Basic | 25,243 | 25,034 |
Diluted Earnings Per Share: | ||
Reported net income (loss) attributable to Superior | $ (190,082) | $ 1,950 |
Less: Redeemable preferred stock dividends and accretion | (7,850) | (7,771) |
Less: European non-controlling redeemable equity dividend | (20) | (121) |
Diluted numerator | $ (197,952) | $ (5,942) |
Diluted loss per share | $ (7.84) | $ (0.24) |
Weighted average shares outstanding - Basic | 25,243 | 25,034 |
Weighted average shares outstanding - Diluted | 25,243 | 25,034 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision (benefit) | $ (3,460) | $ 4,943 |
Pre-tax income (loss) | $ (193,542) | $ 6,893 |
Effective income tax rate | 1.80% | 71.70% |
Leases - Additional Information
Leases - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020 | |
Operating Leased Assets [Line Items] | |
Lessee, operating lease, option to extend | Certain leases include options to extend the lease term for up to ten years |
Minimum [Member] | |
Operating Leased Assets [Line Items] | |
Lessee, operating lease, term of contract | 1 year |
Maximum [Member] | |
Operating Leased Assets [Line Items] | |
Lessee, operating lease, term of contract | 9 years |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expense, Cash Flow, Operating and Finance Lease Assets and Liabilities, Average Lease Term and Average Discount Rate (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Finance lease expense: | |||
Amortization of right-of-use assets | $ 354 | $ 516 | |
Interest on lease liabilities | 22 | 14 | |
Operating lease expense | 845 | 853 | |
Total lease expense | 1,221 | 1,383 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash outflows from finance leases | 22 | 14 | |
Operating cash outflows from operating leases | 891 | 828 | |
Financing cash outflows from finance leases | 292 | 325 | |
Right-of-use assets obtained in exchange for new finance lease liabilities, net of terminations and disposals | 148 | 556 | |
Right-of-use assets obtained in exchange for operating lease liabilities (including adoption impact of $18.2 million) net of terminations and disposals | 65 | $ 18,285 | |
Operating leases: | |||
Other non-current assets | 14,417 | $ 15,201 | |
Accrued liabilities | (2,888) | (2,949) | |
Other non-current liabilities | (12,363) | (13,282) | |
Total operating lease liabilities | (15,251) | (16,231) | |
Property and equipment gross | 4,949 | 4,821 | |
Accumulated depreciation | (2,472) | (2,118) | |
Property and equipment, net | 2,477 | 2,703 | |
Current portion of long-term debt | (998) | (1,023) | |
Long-term debt | (1,868) | (2,045) | |
Total finance lease liabilities | $ (2,866) | $ (3,068) | |
Weighted-average remaining lease term - finance leases (years) | 4 years 1 month 6 days | 4 years 1 month 6 days | |
Weighted-average remaining lease term - operating leases (years) | 6 years 4 months 24 days | 6 years 4 months 24 days | |
Weighted-average discount rate - finance leases | 3.00% | 2.90% | |
Weighted-average discount rate - operating leases | 3.90% | 3.90% |
Leases - Schedule of Lease Ex_2
Leases - Schedule of Lease Expense, Cash Flow, Operating and Finance Lease Assets and Liabilities, Average Lease Term and Average Discount Rate (Parenthetical) (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Lessee Lease Description [Line Items] | |||
Operating lease, right-of-use asset | $ 14,417 | $ 15,201 | |
ASU 2016-2 [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease, right-of-use asset | $ 18,200 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments For Finance and Operating Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Nine remaining months of 2020 | $ 951 | |
Finance Leases, 2021 | 926 | |
Finance Leases, 2022 | 528 | |
Finance Leases, 2023 | 126 | |
Finance Leases, 2024 | 120 | |
Finance Leases, Thereafter | 428 | |
Finance Leases, Total | 3,079 | |
Finance Leases, Less: Imputed Interest | (213) | |
Finance Leases, Total lease liabilities, net of interest | 2,866 | $ 3,068 |
Nine remaining months of 2020 | 2,728 | |
Operating Leases, 2021 | 2,987 | |
Operating Leases, 2022 | 2,461 | |
Operating Leases, 2023 | 2,122 | |
Operating Leases, 2024 | 2,008 | |
Operating Leases, Thereafter | 4,885 | |
Operating Leases, Total | 17,191 | |
Operating Leases, Less: Imputed Interest | (1,940) | |
Operating Leases, Total lease liabilities, net of interest | $ 15,251 | $ 16,231 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)Age | |
Compensation And Retirement Disclosure [Abstract] | |
Age for benefits | Age | 65 |
Payments to retirees | $ 0.4 |
Anticipated benefit payments | $ 1.3 |
Retirement Plans - Schedule of
Retirement Plans - Schedule of Net Benefit Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | ||
Interest cost | $ 251 | $ 286 |
Net amortization | 72 | 52 |
Net periodic pension cost | $ 323 | $ 338 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ in Millions | May 16, 2019shares | Mar. 31, 2020USD ($)PerformanceMetricshares | Mar. 31, 2019USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorizes issuance of common stock | 4,350,000 | ||
Number of shares available for grant | 200,000 | ||
Maximum shares that may be used as full value awards | 1,200,000 | ||
Stock-based compensation credit | $ | $ 0.2 | ||
Stock-based compensation expense | $ | $ 0.5 | ||
Accrued expense reversed | $ | 1.2 | ||
Amount of unrecognized stock-based compensation expense | $ | $ 5.2 | ||
Weighted average period for recognition | 2 years 2 months 12 days | ||
Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Grants in period | 474,317 | ||
Restricted Stock Units [Member] | President and Chief Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in period | 333,333 | ||
Performance Shares Unit [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Grants in period | 948,636 | ||
PSU awards earnings expected target | 200.00% | ||
Number of performance metrics associated with award | PerformanceMetric | 0 | ||
Performance Shares Unit [Member] | President and Chief Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Grants in period | 666,667 | ||
Shares awarded under the plan, vesting description | (a) 666,667 PSUs at target, vesting in three approximately equal installments, to the extent the performance metrics are satisfied, during each of three performance periods and (b) 333,333 RSUs, vesting in approximately equal installments on February 28, 2020, 2021 and 2022; (ii) a 2019-2021 PSU grant, with the target number of 316,832 PSUs, which will vest to the extent the performance metrics are satisfied; and (iii) a 2019 RSU grant of 158,416 RSUs, vesting in approximately equal installments on February 28, 2020, 2021 and 2022. The PSU awards may be earned at up to 200% of target depending on the level of achievement of the performance metrics. | ||
2019-2021 PSU [Member] | President and Chief Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in period | 316,832 | ||
2019 RSU [Member] | President and Chief Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in period | 158,416 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Unit and Restricted Performance Stock Unit Activity (Detail) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of Options Outstanding | |
Number of Options Outstanding, Beginning balance (in shares) | shares | 50,250 |
Forfeited or expired (in shares) | shares | (10,000) |
Number of Options Outstanding, Ending balance (in shares) | shares | 40,250 |
Options vested or expected to vest, Outstanding (in shares) | shares | 27,465 |
Weighted Average Exercise Price | |
Weighted Average Exercise Price, Beginning balance (in dollars per share) | $ / shares | $ 18.86 |
Forfeited or expired (in dollars per share) | $ / shares | 17.45 |
Weighted Average Exercise Price, Ending balance (in dollars per share) | $ / shares | 19.21 |
Vested or expected to vest (in dollar per share) | $ / shares | $ 19.34 |
Restricted Stock Units [Member] | |
Number of Awards | |
Number of Awards, Beginning balance (in shares) | shares | 1,047,256 |
Granted (in shares) | shares | 474,317 |
Settled (in shares) | shares | (284,270) |
Forfeited or expired (in shares) | shares | (7,776) |
Number of Awards, Ending balance (in shares) | shares | 1,229,527 |
Number of Awards, vested or expected to vest, Outstanding (in shares) | shares | 940,277 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value, Beginning balance (in dollars per share) | $ / shares | $ 5.39 |
Granted (in dollars per share) | $ / shares | 3.26 |
Settled (in dollars per share) | $ / shares | 6.22 |
Forfeited or expired (in dollars per share) | $ / shares | 4.78 |
Weighted Average Grant Date Fair Value, Ending balance (in dollars per share) | $ / shares | 4.38 |
Vested or expected to vest (in dollar per share) | $ / shares | $ 4.57 |
Performance Shares Unit [Member] | |
Number of Awards | |
Number of Awards, Beginning balance (in shares) | shares | 1,548,793 |
Granted (in shares) | shares | 948,636 |
Settled (in shares) | shares | (245,713) |
Forfeited or expired (in shares) | shares | (44,827) |
Number of Awards, Ending balance (in shares) | shares | 2,206,889 |
Number of Awards, vested or expected to vest, Outstanding (in shares) | shares | 207,184 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value, Beginning balance (in dollars per share) | $ / shares | $ 7.17 |
Granted (in dollars per share) | $ / shares | 3.25 |
Settled (in dollars per share) | $ / shares | 5.05 |
Forfeited or expired (in dollars per share) | $ / shares | 20.95 |
Weighted Average Grant Date Fair Value, Ending balance (in dollars per share) | $ / shares | 5.33 |
Vested or expected to vest (in dollar per share) | $ / shares | $ 10.72 |
Receivables Factoring - Additio
Receivables Factoring - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accounts Receivable Additional Disclosures [Abstract] | |||
Trade receivables | $ 69,900,000 | $ 111,700,000 | |
Factoring fees | 200,000 | $ 400,000 | |
Collective limit under factoring arrangements | 116,700,000 | $ 117,300,000 | |
Factored receivables yet not collected | $ 55,300,000 | $ 49,600,000 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - Fayetteville, Arkansas Manufacturing Facility [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||
Accelerated depreciation | $ 7.6 | |
Restructuring charge, write-down of inventory to net salvage value | 3.2 | |
Restructuring charge, employee severance | 1.6 | |
Restructuring charge, accelerated amortization of right of use assets | 0.6 | |
Relocation costs | $ 0.7 | $ 1.8 |
Relocation costs recognition period | 9 months | |
Restructuring severance accrual | $ 0.7 | |
Cost of Sales [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Non-cash restructuring charge | $ 13 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) € in Millions | May 05, 2020USD ($) | Mar. 11, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020EUR (€) | Dec. 31, 2019USD ($) |
Subsequent Event [Line Items] | |||||
Total Debt | $ 824,060,000 | $ 630,635,000 | |||
Cash and cash equivalents | 282,163,000 | $ 77,927,000 | |||
COVID-19 [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash and cash equivalents | 296,500,000 | ||||
Cash on-hand | 282,200,000 | ||||
Base salary of CEO and cash compensation of non-employee Board of Directors | $ 0 | ||||
European Revolving Credit Facility [Member] | |||||
Subsequent Event [Line Items] | |||||
Total Debt | 51,926,000 | ||||
European Revolving Credit Facility [Member] | COVID-19 [Member] | |||||
Subsequent Event [Line Items] | |||||
Outstanding balance | 51,900,000 | € 47 | |||
D.C. Capital Partners, L.P. [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Maximum amount of reimbursement on director nomination expenses | $ 75,000 | ||||
Revolving Credit Facility [Member] | COVID-19 [Member] | |||||
Subsequent Event [Line Items] | |||||
Total Debt | $ 156,000,000 |