ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
20-1945088
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
ý
|
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Sales
|
$
|
857,553
|
|
|
$
|
860,821
|
|
|
$
|
1,695,159
|
|
|
$
|
1,660,871
|
|
Cost of products sold
|
711,444
|
|
|
706,863
|
|
|
1,414,791
|
|
|
1,376,041
|
|
||||
Gross profit
|
146,109
|
|
|
153,958
|
|
|
280,368
|
|
|
284,830
|
|
||||
Selling, administration & engineering expenses
|
81,873
|
|
|
84,079
|
|
|
161,244
|
|
|
160,390
|
|
||||
Amortization of intangibles
|
3,997
|
|
|
3,672
|
|
|
8,433
|
|
|
7,220
|
|
||||
Restructuring
|
3,756
|
|
|
7,429
|
|
|
6,845
|
|
|
26,269
|
|
||||
Operating profit
|
56,483
|
|
|
58,778
|
|
|
103,846
|
|
|
90,951
|
|
||||
Interest expense, net of interest income
|
(10,919
|
)
|
|
(9,268
|
)
|
|
(25,927
|
)
|
|
(18,425
|
)
|
||||
Equity earnings
|
1,745
|
|
|
1,355
|
|
|
2,981
|
|
|
3,131
|
|
||||
Other income (expense), net
|
(28,633
|
)
|
|
2,111
|
|
|
(28,803
|
)
|
|
13,188
|
|
||||
Income before income taxes
|
18,676
|
|
|
52,976
|
|
|
52,097
|
|
|
88,845
|
|
||||
Income tax expense
|
4,424
|
|
|
16,442
|
|
|
16,488
|
|
|
31,183
|
|
||||
Net income
|
14,252
|
|
|
36,534
|
|
|
35,609
|
|
|
57,662
|
|
||||
Net income attributable to noncontrolling interests
|
(1,058
|
)
|
|
(38
|
)
|
|
(2,680
|
)
|
|
(179
|
)
|
||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
13,194
|
|
|
$
|
36,496
|
|
|
$
|
32,929
|
|
|
$
|
57,483
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.78
|
|
|
$
|
2.14
|
|
|
$
|
1.96
|
|
|
$
|
3.37
|
|
Diluted
|
$
|
0.72
|
|
|
$
|
1.98
|
|
|
$
|
1.82
|
|
|
$
|
3.14
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
$
|
18,619
|
|
|
$
|
42,435
|
|
|
$
|
39,349
|
|
|
$
|
19,679
|
|
Comprehensive income attributable to noncontrolling interests
|
(1,034
|
)
|
|
(49
|
)
|
|
(2,832
|
)
|
|
(299
|
)
|
||||
Comprehensive income attributable to Cooper-Standard Holdings Inc.
|
$
|
17,585
|
|
|
$
|
42,386
|
|
|
$
|
36,517
|
|
|
$
|
19,380
|
|
|
December 31, 2014
|
|
June 30, 2015
|
||||
|
|
|
(unaudited)
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
267,270
|
|
|
$
|
204,810
|
|
Accounts receivable, net
|
377,032
|
|
|
468,502
|
|
||
Tooling receivable
|
124,015
|
|
|
145,334
|
|
||
Inventories
|
166,531
|
|
|
182,840
|
|
||
Prepaid expenses
|
25,626
|
|
|
34,842
|
|
||
Other
|
93,524
|
|
|
76,244
|
|
||
Total current assets
|
1,053,998
|
|
|
1,112,572
|
|
||
Property, plant and equipment, net
|
716,013
|
|
|
785,322
|
|
||
Goodwill
|
135,169
|
|
|
151,978
|
|
||
Intangibles, net
|
82,309
|
|
|
80,308
|
|
||
Deferred tax assets
|
41,059
|
|
|
43,921
|
|
||
Other assets
|
104,219
|
|
|
86,659
|
|
||
Total assets
|
$
|
2,132,767
|
|
|
$
|
2,260,760
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Debt payable within one year
|
$
|
36,789
|
|
|
$
|
60,259
|
|
Accounts payable
|
322,422
|
|
|
347,246
|
|
||
Payroll liabilities
|
94,986
|
|
|
120,392
|
|
||
Accrued liabilities
|
75,005
|
|
|
101,994
|
|
||
Total current liabilities
|
529,202
|
|
|
629,891
|
|
||
Long-term debt
|
749,085
|
|
|
743,445
|
|
||
Pension benefits
|
191,805
|
|
|
178,159
|
|
||
Postretirement benefits other than pensions
|
60,287
|
|
|
58,595
|
|
||
Deferred tax liabilities
|
5,001
|
|
|
17,497
|
|
||
Other liabilities
|
44,692
|
|
|
42,014
|
|
||
Total liabilities
|
1,580,072
|
|
|
1,669,601
|
|
||
Redeemable noncontrolling interest
|
3,981
|
|
|
—
|
|
||
7% Cumulative participating convertible preferred stock, $0.001 par value, 10,000,000 shares authorized at December 31, 2014, and June 30, 2015; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
||||
Common stock, $0.001 par value, 190,000,000 shares authorized at December 31, 2014 and June 30, 2015; 18,685,634 shares issued and 17,039,328 outstanding at December 31, 2014 and 18,919,531 shares issued and 17,273,225 outstanding at June 30, 2015
|
17
|
|
|
17
|
|
||
Additional paid-in capital
|
492,959
|
|
|
504,022
|
|
||
Retained earnings
|
195,233
|
|
|
252,473
|
|
||
Accumulated other comprehensive loss
|
(139,243
|
)
|
|
(177,346
|
)
|
||
Total Cooper-Standard Holdings Inc. equity
|
548,966
|
|
|
579,166
|
|
||
Noncontrolling interests
|
(252
|
)
|
|
11,993
|
|
||
Total equity
|
548,714
|
|
|
591,159
|
|
||
Total liabilities and equity
|
$
|
2,132,767
|
|
|
$
|
2,260,760
|
|
|
Six Months Ended June 30,
|
||||||
|
2014
|
|
2015
|
||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
35,609
|
|
|
$
|
57,662
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
48,293
|
|
|
48,754
|
|
||
Amortization of intangibles
|
8,433
|
|
|
7,220
|
|
||
Stock-based compensation expense
|
7,829
|
|
|
4,964
|
|
||
Equity earnings, net of dividends related to earnings
|
(712
|
)
|
|
(1,214
|
)
|
||
Loss on extinguishment of debt
|
30,488
|
|
|
—
|
|
||
Gain on divestiture
|
(1,882
|
)
|
|
—
|
|
||
Gain on remeasurement of previously held equity interest
|
—
|
|
|
(14,199
|
)
|
||
Deferred income taxes
|
3,284
|
|
|
1,457
|
|
||
Other
|
(297
|
)
|
|
823
|
|
||
Changes in operating assets and liabilities
|
(76,846
|
)
|
|
(48,863
|
)
|
||
Net cash provided by operating activities
|
54,199
|
|
|
56,604
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(110,827
|
)
|
|
(95,904
|
)
|
||
Acquisition of business, net of cash acquired
|
—
|
|
|
(34,396
|
)
|
||
Return on equity investments
|
951
|
|
|
—
|
|
||
Proceeds from sale of investment
|
3,216
|
|
|
—
|
|
||
Proceeds from sale of fixed assets and other
|
2,173
|
|
|
2,220
|
|
||
Net cash used in investing activities
|
(104,487
|
)
|
|
(128,080
|
)
|
||
Financing activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt, net of debt issuance costs
|
738,865
|
|
|
—
|
|
||
Repurchase of Senior Notes and Senior PIK Toggle Notes
|
(675,615
|
)
|
|
—
|
|
||
Increase (decrease) in short-term debt, net
|
(394
|
)
|
|
1,509
|
|
||
Borrowings on long-term debt
|
6,497
|
|
|
—
|
|
||
Principal payments on long-term debt
|
(125
|
)
|
|
(3,931
|
)
|
||
Purchase of noncontrolling interests
|
—
|
|
|
(1,262
|
)
|
||
Proceeds from exercise of warrants
|
6,892
|
|
|
—
|
|
||
Taxes withheld and paid on employees' share based payment awards
|
(3,842
|
)
|
|
(1,121
|
)
|
||
Other
|
(317
|
)
|
|
(133
|
)
|
||
Net cash provided by (used in) financing activities
|
71,961
|
|
|
(4,938
|
)
|
||
Effects of exchange rate changes on cash and cash equivalents
|
1,342
|
|
|
13,954
|
|
||
Changes in cash and cash equivalents
|
23,015
|
|
|
(62,460
|
)
|
||
Cash and cash equivalents at beginning of period
|
184,370
|
|
|
267,270
|
|
||
Cash and cash equivalents at end of period
|
$
|
207,385
|
|
|
$
|
204,810
|
|
Cash and cash equivalents
|
$
|
7,079
|
|
Accounts receivable
|
24,197
|
|
|
Inventories
|
12,708
|
|
|
Prepaid expenses
|
13,045
|
|
|
Other current assets
|
21,189
|
|
|
Property, plant, and equipment
|
80,914
|
|
|
Goodwill
|
18,066
|
|
|
Intangibles
|
7,367
|
|
|
Other assets
|
14,311
|
|
|
Total assets acquired
|
198,876
|
|
|
Debt payable within one year
|
19,164
|
|
|
Accounts payable
|
41,059
|
|
|
Other current liabilities
|
16,599
|
|
|
Other liabilities
|
9,864
|
|
|
Total liabilities assumed
|
86,686
|
|
|
Noncontrolling interest
|
11,709
|
|
|
Net assets acquired including noncontrolling interest
|
$
|
100,481
|
|
|
North America
|
|
Europe
|
|
South America
|
|
Asia Pacific
|
|
Total
|
||||||||||
Balance at January 1, 2015
|
$
|
117,609
|
|
|
$
|
12,366
|
|
|
$
|
—
|
|
|
$
|
5,194
|
|
|
$
|
135,169
|
|
Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
18,066
|
|
|
18,066
|
|
|||||
Foreign exchange translation
|
(420
|
)
|
|
(1,025
|
)
|
|
—
|
|
|
188
|
|
|
(1,257
|
)
|
|||||
Balance at June 30, 2015
|
$
|
117,189
|
|
|
$
|
11,341
|
|
|
$
|
—
|
|
|
$
|
23,448
|
|
|
$
|
151,978
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
Customer relationships
|
$
|
133,471
|
|
|
$
|
(59,773
|
)
|
|
$
|
73,698
|
|
Developed technology
|
9,252
|
|
|
(6,842
|
)
|
|
2,410
|
|
|||
Other
|
6,701
|
|
|
(500
|
)
|
|
6,201
|
|
|||
Balance at December 31, 2014
|
$
|
149,424
|
|
|
$
|
(67,115
|
)
|
|
$
|
82,309
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
137,227
|
|
|
$
|
(64,901
|
)
|
|
$
|
72,326
|
|
Developed technology
|
8,941
|
|
|
(7,186
|
)
|
|
1,755
|
|
|||
Other
|
10,777
|
|
|
(4,550
|
)
|
|
6,227
|
|
|||
Balance at June 30, 2015
|
$
|
156,945
|
|
|
$
|
(76,637
|
)
|
|
$
|
80,308
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Employee separation costs
|
$
|
1,043
|
|
|
$
|
1,063
|
|
|
$
|
1,043
|
|
|
$
|
15,067
|
|
Other exit costs
|
2,919
|
|
|
4,635
|
|
|
5,351
|
|
|
9,005
|
|
||||
Asset impairments
|
—
|
|
|
428
|
|
|
—
|
|
|
428
|
|
||||
|
$
|
3,962
|
|
|
$
|
6,126
|
|
|
$
|
6,394
|
|
|
$
|
24,500
|
|
|
Employee Separation Costs
|
|
Other Exit Costs
|
|
Asset Impairments
|
|
Total
|
||||||||
Balance at January 1, 2015
|
$
|
10,824
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,824
|
|
Expense
|
15,067
|
|
|
9,005
|
|
|
428
|
|
|
24,500
|
|
||||
Cash payments and foreign exchange translation
|
(3,585
|
)
|
|
(7,598
|
)
|
|
(428
|
)
|
|
(11,611
|
)
|
||||
Balance at June 30, 2015
|
$
|
22,306
|
|
|
$
|
1,407
|
|
|
$
|
—
|
|
|
$
|
23,713
|
|
|
December 31, 2014
|
|
June 30, 2015
|
||||
Finished goods
|
$
|
45,485
|
|
|
$
|
52,760
|
|
Work in process
|
36,498
|
|
|
42,332
|
|
||
Raw materials and supplies
|
84,548
|
|
|
87,748
|
|
||
|
$
|
166,531
|
|
|
$
|
182,840
|
|
|
December 31, 2014
|
|
June 30, 2015
|
||||
Term loan
|
$
|
742,902
|
|
|
$
|
739,420
|
|
Other borrowings
|
42,972
|
|
|
64,284
|
|
||
Total debt
|
$
|
785,874
|
|
|
$
|
803,704
|
|
Less current portion
|
(36,789
|
)
|
|
(60,259
|
)
|
||
Total long-term debt
|
$
|
749,085
|
|
|
$
|
743,445
|
|
|
Pension Benefits
|
||||||||||||||
|
Three Months Ended June 30,
|
||||||||||||||
|
2014
|
|
2015
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Service cost
|
$
|
213
|
|
|
$
|
867
|
|
|
$
|
232
|
|
|
$
|
876
|
|
Interest cost
|
3,370
|
|
|
1,812
|
|
|
3,084
|
|
|
1,289
|
|
||||
Expected return on plan assets
|
(4,764
|
)
|
|
(972
|
)
|
|
(4,421
|
)
|
|
(869
|
)
|
||||
Amortization of prior service cost and recognized actuarial loss
|
16
|
|
|
230
|
|
|
276
|
|
|
668
|
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
||||
Net periodic benefit cost (income)
|
$
|
(1,165
|
)
|
|
$
|
1,937
|
|
|
$
|
(829
|
)
|
|
$
|
2,085
|
|
|
|
|
|
|
|
|
|
||||||||
|
Pension Benefits
|
||||||||||||||
|
Six Months Ended June 30,
|
||||||||||||||
|
2014
|
|
2015
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Service cost
|
$
|
426
|
|
|
$
|
1,728
|
|
|
$
|
464
|
|
|
$
|
1,765
|
|
Interest cost
|
6,740
|
|
|
3,614
|
|
|
6,168
|
|
|
2,584
|
|
||||
Expected return on plan assets
|
(9,528
|
)
|
|
(1,930
|
)
|
|
(8,842
|
)
|
|
(1,729
|
)
|
||||
Amortization of prior service cost and recognized actuarial loss
|
32
|
|
|
461
|
|
|
552
|
|
|
1,347
|
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
241
|
|
||||
Net periodic benefit cost (income)
|
$
|
(2,330
|
)
|
|
$
|
3,873
|
|
|
$
|
(1,658
|
)
|
|
$
|
4,208
|
|
|
Other Postretirement Benefits
|
||||||||||||||
|
Three Months Ended June 30,
|
||||||||||||||
|
2014
|
|
2015
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Service cost
|
$
|
106
|
|
|
$
|
138
|
|
|
$
|
109
|
|
|
$
|
99
|
|
Interest cost
|
397
|
|
|
190
|
|
|
353
|
|
|
176
|
|
||||
Amortization of prior service credit and recognized actuarial gain
|
(481
|
)
|
|
(73
|
)
|
|
(396
|
)
|
|
(5
|
)
|
||||
Other
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
28
|
|
|
$
|
255
|
|
|
$
|
72
|
|
|
$
|
270
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other Postretirement Benefits
|
||||||||||||||
|
Six Months Ended June 30,
|
||||||||||||||
|
2014
|
|
2015
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Service cost
|
$
|
212
|
|
|
$
|
274
|
|
|
$
|
218
|
|
|
$
|
197
|
|
Interest cost
|
794
|
|
|
378
|
|
|
706
|
|
|
351
|
|
||||
Amortization of prior service credit and recognized actuarial gain
|
(962
|
)
|
|
(144
|
)
|
|
(792
|
)
|
|
(10
|
)
|
||||
Other
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
56
|
|
|
$
|
508
|
|
|
$
|
144
|
|
|
$
|
538
|
|
|
Three Months Ended June 30, 2014
|
||||||||||||||||||
|
Cumulative currency translation adjustment
|
|
Benefit plan
liability |
|
Unrealized gain on investment securities
(1)
|
|
Fair value change of derivatives
|
|
Accumulated other comprehensive loss
|
||||||||||
Balance at April 1, 2014
|
$
|
3,692
|
|
|
$
|
(33,413
|
)
|
|
$
|
1,146
|
|
|
$
|
78
|
|
|
$
|
(28,497
|
)
|
Other comprehensive income (loss) before reclassifications
|
5,591
|
|
|
175
|
|
|
—
|
|
|
76
|
|
|
5,842
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(251
|
)
|
|
(1,146
|
)
|
|
(55
|
)
|
|
(1,452
|
)
|
|||||
Net current period other comprehensive income (loss)
(2)
|
5,591
|
|
|
(76
|
)
|
|
(1,146
|
)
|
|
21
|
|
|
4,390
|
|
|||||
Balance at June 30, 2014
|
$
|
9,283
|
|
|
$
|
(33,489
|
)
|
|
$
|
—
|
|
|
$
|
99
|
|
|
$
|
(24,107
|
)
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The unrealized gain on investment securities that was reclassified out of accumulated other comprehensive income (loss) related to the gain on sale of investment of
$1,882
, which is recorded in other expense, net, less income tax expense of
$736
.
|
(2)
|
Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of
$(20)
. Other comprehensive income (loss) related to the unrealized gain on investment securities is net of a tax effect of
$736
. Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of
$(22)
.
|
|
Three Months Ended June 30, 2015
|
||||||||||||||
|
Cumulative currency translation adjustment
|
|
Benefit plan
liability |
|
Fair value change of derivatives
|
|
Accumulated other comprehensive loss
|
||||||||
Balance at April 1, 2015
|
$
|
(99,541
|
)
|
|
$
|
(81,100
|
)
|
|
$
|
(2,595
|
)
|
|
$
|
(183,236
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
7,177
|
|
|
(1,355
|
)
|
|
(436
|
)
|
|
5,386
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
415
|
|
|
89
|
|
|
504
|
|
||||
Net current period other comprehensive income (loss)
(2)
|
7,177
|
|
|
(940
|
)
|
|
(347
|
)
|
|
5,890
|
|
||||
Balance at June 30, 2015
|
$
|
(92,364
|
)
|
|
$
|
(82,040
|
)
|
|
$
|
(2,942
|
)
|
|
$
|
(177,346
|
)
|
|
|
|
|
|
|
|
|
(1)
|
Cumulative currency translation adjustment includes
$385
of other comprehensive loss related to intra-entity foreign currency transactions that are of a long-term investment nature.
|
(2)
|
Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of
$(264)
. Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of
$124
.
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||
|
Cumulative currency translation adjustment
|
|
Benefit plan
liability |
|
Unrealized gain on investment securities
(1)
|
|
Fair value change of derivatives
|
|
Accumulated other comprehensive loss
|
||||||||||
Balance at January 1, 2014
|
$
|
5,712
|
|
|
$
|
(33,406
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27,694
|
)
|
Other comprehensive income (loss) before reclassifications
|
3,571
|
|
|
334
|
|
|
1,146
|
|
|
149
|
|
|
5,200
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(417
|
)
|
|
(1,146
|
)
|
|
(50
|
)
|
|
(1,613
|
)
|
|||||
Net current period other comprehensive income (loss)
(2)
|
3,571
|
|
|
(83
|
)
|
|
—
|
|
|
99
|
|
|
3,587
|
|
|||||
Balance at June 30, 2014
|
$
|
9,283
|
|
|
$
|
(33,489
|
)
|
|
$
|
—
|
|
|
$
|
99
|
|
|
$
|
(24,107
|
)
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The unrealized gain on investment securities that was reclassified out of accumulated other comprehensive income (loss) related to the gain on sale of investment of
$1,882
, which is recorded in other expense, net, less income tax expense of
$736
.
|
(2)
|
Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of
$(94)
. Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of
$(81)
.
|
|
Six Months Ended June 30, 2015
|
||||||||||||||
|
Cumulative currency translation adjustment
(1)
|
|
Benefit plan
liability |
|
Fair value change of derivatives
|
|
Accumulated other comprehensive loss
|
||||||||
Balance at January 1, 2015
|
$
|
(50,371
|
)
|
|
$
|
(86,861
|
)
|
|
$
|
(2,011
|
)
|
|
$
|
(139,243
|
)
|
Other comprehensive income (loss) before reclassifications
(2)
|
(40,384
|
)
|
|
4,021
|
|
|
(1,119
|
)
|
|
(37,482
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(1,609
|
)
|
|
800
|
|
|
188
|
|
|
(621
|
)
|
||||
Net current period other comprehensive income (loss)
(3)
|
(41,993
|
)
|
|
4,821
|
|
|
(931
|
)
|
|
(38,103
|
)
|
||||
Balance at June 30, 2015
|
$
|
(92,364
|
)
|
|
$
|
(82,040
|
)
|
|
$
|
(2,942
|
)
|
|
$
|
(177,346
|
)
|
|
|
|
|
|
|
|
|
(1)
|
Includes
$300
reclassed to paid-in capital related to the purchase of noncontrolling interests.
|
(2)
|
Cumulative currency translation adjustment includes
$13,933
of other comprehensive loss related to intra-entity foreign currency transactions that are of a long-term investment nature.
|
(3)
|
Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of
$(544)
. Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of
$660
.
|
|
Gain (loss) reclassified
|
|
|
||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
||||||||||||
Details about accumulated other comprehensive income (loss) components
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
Location of gain (loss) reclassified into income
|
||||||||
Cumulative currency translation adjustment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,609
|
|
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value change of derivatives
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
$
|
81
|
|
|
$
|
(122
|
)
|
|
$
|
74
|
|
|
$
|
(290
|
)
|
|
Cost of products sold
|
|
81
|
|
|
(122
|
)
|
|
74
|
|
|
(290
|
)
|
|
Income before income taxes
|
||||
|
(26
|
)
|
|
33
|
|
|
(24
|
)
|
|
102
|
|
|
Income tax expense
|
||||
|
$
|
55
|
|
|
$
|
(89
|
)
|
|
$
|
50
|
|
|
$
|
(188
|
)
|
|
Consolidated net income
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of defined benefit and other postretirement benefit plans
|
|
|
|
|
|
|
|
|
|
||||||||
Prior service credits
|
$
|
169
|
|
|
$
|
85
|
|
|
$
|
251
|
|
|
$
|
172
|
|
|
(1)
|
Actuarial gains (losses)
|
226
|
|
|
(652
|
)
|
|
450
|
|
|
(1,265
|
)
|
|
(1)
|
||||
|
395
|
|
|
(567
|
)
|
|
701
|
|
|
(1,093
|
)
|
|
Income before income taxes
|
||||
|
(144
|
)
|
|
152
|
|
|
(284
|
)
|
|
293
|
|
|
Income tax expense
|
||||
|
$
|
251
|
|
|
$
|
(415
|
)
|
|
$
|
417
|
|
|
$
|
(800
|
)
|
|
Consolidated net income
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total reclassifications for the period
|
$
|
306
|
|
|
$
|
(504
|
)
|
|
$
|
467
|
|
|
$
|
621
|
|
|
|
(1)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. (See Note 7. “Pension and Postretirement Benefits other than Pensions” for additional details.)
|
|
Cooper-Standard Holdings Inc.
|
|
Noncontrolling Interests
|
|
Total Equity
|
|
Redeemable Noncontrolling Interest
|
||||||||
Equity at January 1, 2015
|
$
|
548,966
|
|
|
$
|
(252
|
)
|
|
$
|
548,714
|
|
|
$
|
3,981
|
|
Net income (loss)
|
57,483
|
|
|
224
|
|
|
57,707
|
|
|
(45
|
)
|
||||
Warrant exercise
(1)
|
5,013
|
|
|
—
|
|
|
5,013
|
|
|
—
|
|
||||
Other comprehensive income (loss)
|
(38,103
|
)
|
|
120
|
|
|
(37,983
|
)
|
|
—
|
|
||||
Stock-based compensation, net
|
3,042
|
|
|
—
|
|
|
3,042
|
|
|
—
|
|
||||
Acquisition of Shenya
|
—
|
|
|
11,709
|
|
|
11,709
|
|
|
—
|
|
||||
Shares issued under stock option plans
(1)
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
||||
Purchase of noncontrolling interest
|
2,862
|
|
|
192
|
|
|
3,054
|
|
|
(3,936
|
)
|
||||
Equity at June 30, 2015
|
$
|
579,166
|
|
|
$
|
11,993
|
|
|
$
|
591,159
|
|
|
$
|
—
|
|
(1)
|
The Company issued
183,077
shares from the exercise of warrants and
9,165
shares under stock option plans during the
six months ended June 30, 2015
.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
13,194
|
|
|
$
|
36,496
|
|
|
$
|
32,929
|
|
|
$
|
57,483
|
|
|
|
|
|
|
|
|
|
||||||||
Increase in fair value of share-based awards
|
94
|
|
|
12
|
|
|
—
|
|
|
17
|
|
||||
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders
|
$
|
13,288
|
|
|
$
|
36,508
|
|
|
$
|
32,929
|
|
|
$
|
57,500
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares of common stock outstanding
|
16,919,521
|
|
|
17,077,732
|
|
|
16,788,787
|
|
|
17,057,620
|
|
||||
Dilutive effect of:
|
|
|
|
|
|
|
|
||||||||
Restricted common stock
|
199,644
|
|
|
183,640
|
|
|
148,797
|
|
|
189,337
|
|
||||
Warrants
|
1,008,182
|
|
|
889,443
|
|
|
1,023,260
|
|
|
842,670
|
|
||||
Options
|
302,879
|
|
|
259,652
|
|
|
102,900
|
|
|
234,445
|
|
||||
Diluted weighted average shares of common stock outstanding
|
18,430,226
|
|
|
18,410,467
|
|
|
18,063,744
|
|
|
18,324,072
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
0.78
|
|
|
$
|
2.14
|
|
|
$
|
1.96
|
|
|
$
|
3.37
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
0.72
|
|
|
$
|
1.98
|
|
|
$
|
1.82
|
|
|
$
|
3.14
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||
Number of options
|
159,000
|
|
|
147,600
|
|
|
462,503
|
|
|
147,600
|
|
Exercise price
|
$66.23-70.20
|
|
|
$64.74-70.20
|
|
|
$25.52-70.20
|
|
|
$64.74-70.20
|
|
Restricted common stock
|
—
|
|
|
—
|
|
|
59,244
|
|
|
—
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Loss on extinguishment of debt
|
$
|
(30,288
|
)
|
|
$
|
—
|
|
|
$
|
(30,488
|
)
|
|
$
|
—
|
|
Gain on remeasurement of previously held equity interest
|
—
|
|
|
2,577
|
|
|
—
|
|
|
14,199
|
|
||||
Foreign currency gains (losses)
|
266
|
|
|
(185
|
)
|
|
798
|
|
|
(433
|
)
|
||||
Gains (losses) related to forward contracts
|
4
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
||||
Loss on sale of receivables
|
(497
|
)
|
|
(281
|
)
|
|
(961
|
)
|
|
(578
|
)
|
||||
Gain on sale of investment
|
1,882
|
|
|
—
|
|
|
1,882
|
|
|
—
|
|
||||
Other income (expense), net
|
$
|
(28,633
|
)
|
|
$
|
2,111
|
|
|
$
|
(28,803
|
)
|
|
$
|
13,188
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Sales to external customers:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
452,187
|
|
|
$
|
453,548
|
|
|
$
|
884,792
|
|
|
$
|
870,910
|
|
Europe
|
305,738
|
|
|
270,283
|
|
|
613,899
|
|
|
537,112
|
|
||||
South America
|
41,406
|
|
|
25,132
|
|
|
81,172
|
|
|
55,310
|
|
||||
Asia Pacific
|
58,222
|
|
|
111,858
|
|
|
115,296
|
|
|
197,539
|
|
||||
Consolidated
|
$
|
857,553
|
|
|
$
|
860,821
|
|
|
$
|
1,695,159
|
|
|
$
|
1,660,871
|
|
Intersegment sales:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
3,134
|
|
|
$
|
3,846
|
|
|
$
|
6,493
|
|
|
$
|
7,896
|
|
Europe
|
2,123
|
|
|
2,447
|
|
|
4,350
|
|
|
5,420
|
|
||||
South America
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||
Asia Pacific
|
1,625
|
|
|
1,658
|
|
|
3,472
|
|
|
2,836
|
|
||||
Eliminations and other
|
(6,882
|
)
|
|
(7,968
|
)
|
|
(14,315
|
)
|
|
(16,169
|
)
|
||||
Consolidated
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Segment profit (loss):
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
36,469
|
|
|
$
|
55,639
|
|
|
$
|
74,929
|
|
|
$
|
98,651
|
|
Europe
|
(12,863
|
)
|
|
2,827
|
|
|
(16,045
|
)
|
|
(1,611
|
)
|
||||
South America
|
(4,309
|
)
|
|
(7,499
|
)
|
|
(6,816
|
)
|
|
(12,630
|
)
|
||||
Asia Pacific
|
(621
|
)
|
|
2,009
|
|
|
29
|
|
|
4,435
|
|
||||
Income before income taxes
|
$
|
18,676
|
|
|
$
|
52,976
|
|
|
$
|
52,097
|
|
|
$
|
88,845
|
|
Restructuring cost included in segment profit (loss):
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
79
|
|
|
$
|
1,303
|
|
|
$
|
177
|
|
|
$
|
1,720
|
|
Europe
|
3,515
|
|
|
6,126
|
|
|
6,378
|
|
|
24,549
|
|
||||
South America
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Asia Pacific
|
162
|
|
|
—
|
|
|
290
|
|
|
—
|
|
||||
Consolidated
|
$
|
3,756
|
|
|
$
|
7,429
|
|
|
$
|
6,845
|
|
|
$
|
26,269
|
|
|
December 31,
2014 |
|
June 30,
2015 |
||||
Segment assets:
|
|
|
|
||||
North America
|
$
|
885,242
|
|
|
$
|
889,762
|
|
Europe
|
591,743
|
|
|
598,729
|
|
||
South America
|
105,547
|
|
|
85,451
|
|
||
Asia Pacific
|
300,302
|
|
|
493,437
|
|
||
Eliminations and other
|
249,933
|
|
|
193,381
|
|
||
Consolidated
|
$
|
2,132,767
|
|
|
$
|
2,260,760
|
|
|
December 31, 2014
|
|
June 30, 2015
|
||||
Other current assets:
|
|
|
|
||||
Forward foreign exchange contracts
|
$
|
370
|
|
|
$
|
571
|
|
Interest rate swaps
|
—
|
|
|
33
|
|
||
Other assets:
|
|
|
|
||||
Interest rate swaps
|
19
|
|
|
58
|
|
||
Total assets
|
$
|
389
|
|
|
$
|
662
|
|
|
|
|
|
||||
Accrued liabilities:
|
|
|
|
||||
Forward foreign exchange contracts
|
$
|
(1,999
|
)
|
|
$
|
(1,261
|
)
|
Interest rate swaps
|
(751
|
)
|
|
(2,318
|
)
|
||
Other liabilities:
|
|
|
|
||||
Interest rate swaps
|
(903
|
)
|
|
(1,936
|
)
|
||
Total liabilities
|
$
|
(3,653
|
)
|
|
$
|
(5,515
|
)
|
Level 1:
|
|
Observable inputs such as quoted prices in active markets;
|
|
|
|
Level 2:
|
|
Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
|
|
|
|
Level 3:
|
|
Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
|
December 31, 2014
|
|
June 30, 2015
|
|
Input
|
||||
Forward foreign exchange contracts - other current assets
|
$
|
370
|
|
|
$
|
571
|
|
|
Level 2
|
Forward foreign exchange contracts - accrued liabilities
|
(1,999
|
)
|
|
(1,261
|
)
|
|
Level 2
|
||
Interest rate swaps - other current assets
|
—
|
|
|
33
|
|
|
Level 2
|
||
Interest rate swaps - other assets
|
19
|
|
|
58
|
|
|
Level 2
|
||
Interest rate swaps - accrued liabilities
|
(751
|
)
|
|
(2,318
|
)
|
|
Level 2
|
||
Interest rate swaps - other liabilities
|
(903
|
)
|
|
(1,936
|
)
|
|
Level 2
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions of units)
|
2014
(1,2)
|
|
2015
(1)
|
|
% Change
|
|
2014
(1,2)
|
|
2015
(1)
|
|
% Change
|
||||
North America
|
4.4
|
|
|
4.5
|
|
|
2.5%
|
|
8.6
|
|
|
8.8
|
|
|
2.0%
|
Europe
|
5.4
|
|
|
5.3
|
|
|
(1.9)%
|
|
10.6
|
|
|
10.7
|
|
|
0.9%
|
South America
|
0.9
|
|
|
0.8
|
|
|
(16.0)%
|
|
1.9
|
|
|
1.6
|
|
|
(15.2)%
|
Asia Pacific
|
11.0
|
|
|
11.1
|
|
|
0.5%
|
|
22.4
|
|
|
22.7
|
|
|
1.4%
|
(1)
|
Production data based on IHS Automotive,
June 2015
.
|
(2)
|
Production data for
2014
has been updated to reflect actual production levels.
|
(1)
|
Production data based on IHS Automotive,
June 2015
.
|
(1)
|
Production data based on IHS Automotive,
June 2015
.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
|
(dollar amounts in thousands)
|
||||||||||||||
Sales
|
$
|
857,553
|
|
|
$
|
860,821
|
|
|
$
|
1,695,159
|
|
|
$
|
1,660,871
|
|
Cost of products sold
|
711,444
|
|
|
706,863
|
|
|
1,414,791
|
|
|
1,376,041
|
|
||||
Gross profit
|
146,109
|
|
|
153,958
|
|
|
280,368
|
|
|
284,830
|
|
||||
Selling, administration & engineering expenses
|
81,873
|
|
|
84,079
|
|
|
161,244
|
|
|
160,390
|
|
||||
Amortization of intangibles
|
3,997
|
|
|
3,672
|
|
|
8,433
|
|
|
7,220
|
|
||||
Restructuring
|
3,756
|
|
|
7,429
|
|
|
6,845
|
|
|
26,269
|
|
||||
Operating profit
|
56,483
|
|
|
58,778
|
|
|
103,846
|
|
|
90,951
|
|
||||
Interest expense, net of interest income
|
(10,919
|
)
|
|
(9,268
|
)
|
|
(25,927
|
)
|
|
(18,425
|
)
|
||||
Equity earnings
|
1,745
|
|
|
1,355
|
|
|
2,981
|
|
|
3,131
|
|
||||
Other income (expense), net
|
(28,633
|
)
|
|
2,111
|
|
|
(28,803
|
)
|
|
13,188
|
|
||||
Income before income taxes
|
18,676
|
|
|
52,976
|
|
|
52,097
|
|
|
88,845
|
|
||||
Income tax expense
|
4,424
|
|
|
16,442
|
|
|
16,488
|
|
|
31,183
|
|
||||
Net income
|
14,252
|
|
|
36,534
|
|
|
35,609
|
|
|
57,662
|
|
||||
Net income attributable to noncontrolling interests
|
(1,058
|
)
|
|
(38
|
)
|
|
(2,680
|
)
|
|
(179
|
)
|
||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
13,194
|
|
|
$
|
36,496
|
|
|
$
|
32,929
|
|
|
$
|
57,483
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
|
(dollar amounts in thousands)
|
||||||||||||||
Sales to external customers
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
452,187
|
|
|
$
|
453,548
|
|
|
$
|
884,792
|
|
|
$
|
870,910
|
|
Europe
|
305,738
|
|
|
270,283
|
|
|
613,899
|
|
|
537,112
|
|
||||
South America
|
41,406
|
|
|
25,132
|
|
|
81,172
|
|
|
55,310
|
|
||||
Asia Pacific
|
58,222
|
|
|
111,858
|
|
|
115,296
|
|
|
197,539
|
|
||||
Consolidated
|
$
|
857,553
|
|
|
$
|
860,821
|
|
|
$
|
1,695,159
|
|
|
$
|
1,660,871
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit (loss)
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
36,469
|
|
|
$
|
55,639
|
|
|
$
|
74,929
|
|
|
$
|
98,651
|
|
Europe
|
(12,863
|
)
|
|
2,827
|
|
|
(16,045
|
)
|
|
(1,611
|
)
|
||||
South America
|
(4,309
|
)
|
|
(7,499
|
)
|
|
(6,816
|
)
|
|
(12,630
|
)
|
||||
Asia Pacific
|
(621
|
)
|
|
2,009
|
|
|
29
|
|
|
4,435
|
|
||||
Income before income taxes
|
$
|
18,676
|
|
|
$
|
52,976
|
|
|
$
|
52,097
|
|
|
$
|
88,845
|
|
•
|
because similar measures are utilized in the calculation of the financial covenants and ratios contained in our financing arrangements;
|
•
|
in developing our internal budgets and forecasts;
|
•
|
as a significant factor in evaluating our management for compensation purposes;
|
•
|
in evaluating potential acquisitions;
|
•
|
in comparing our current operating results with corresponding historical periods and with the operational performance of other companies in our industry; and
|
•
|
in presentations to the members of our board of directors to enable our board of directors to have the same measurement basis of operating performance as is used by management in their assessments of performance and in forecasting and budgeting for our company.
|
•
|
they do not reflect our cash expenditures or future requirements for capital expenditure or contractual commitments;
|
•
|
they do not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
they do not reflect interest expense or cash requirements necessary to service interest or principal payments under our Term Loan Facility and Senior ABL Facility;
|
•
|
they do not reflect certain tax payments that may represent a reduction in cash available to us;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and
|
•
|
other companies, including companies in our industry, may calculate these measures differently and, as the number of differences in the way companies calculate these measures increases, the degree of their usefulness as a comparative measure correspondingly decreases.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
|
(dollar amounts in millions)
|
||||||||||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
13.2
|
|
|
$
|
36.5
|
|
|
$
|
32.9
|
|
|
$
|
57.5
|
|
Income tax expense
|
4.4
|
|
|
16.4
|
|
|
16.5
|
|
|
31.2
|
|
||||
Interest expense, net of interest income
|
10.9
|
|
|
9.3
|
|
|
25.9
|
|
|
18.4
|
|
||||
Depreciation and amortization
|
28.5
|
|
|
29.4
|
|
|
56.8
|
|
|
56.0
|
|
||||
EBITDA
|
$
|
57.0
|
|
|
$
|
91.6
|
|
|
$
|
132.1
|
|
|
$
|
163.1
|
|
Gain on remeasurement of previously held equity interest
(1)
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(14.2
|
)
|
||||
Loss on extinguishment of debt
(2)
|
30.3
|
|
|
—
|
|
|
30.5
|
|
|
—
|
|
||||
Restructuring
(3)
|
3.8
|
|
|
7.4
|
|
|
6.7
|
|
|
26.2
|
|
||||
Inventory write-up
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||
Stock-based compensation
(5)
|
0.7
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
||||
Acquisition costs
|
—
|
|
|
0.4
|
|
|
—
|
|
|
1.0
|
|
||||
Other
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
||||
Adjusted EBITDA
|
$
|
91.8
|
|
|
$
|
97.0
|
|
|
$
|
172.3
|
|
|
$
|
177.7
|
|
(1)
|
Gain on remeasurement of previously held equity interest in Shenya.
|
(2)
|
Loss on extinguishment of debt relating to the repurchase of our Senior Notes and Senior PIK Toggle Notes.
|
(3)
|
Includes non-cash restructuring and is net of noncontrolling interest.
|
(4)
|
Write-up of inventory to fair value for the Shenya acquisition.
|
(5)
|
Non-cash stock amortization expense and non-cash stock option expense for grants issued at emergence from bankruptcy.
|
2015
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions)
|
||||||
April 1 - April 30
|
274
|
|
|
$
|
60.72
|
|
|
—
|
|
|
$
|
40.2
|
|
May 1 - May 31
|
44
|
|
|
$
|
63.58
|
|
|
—
|
|
|
$
|
40.2
|
|
June 1 - June 30
|
391
|
|
|
$
|
63.18
|
|
|
—
|
|
|
$
|
40.2
|
|
Total
|
709
|
|
|
$
|
62.25
|
|
|
—
|
|
|
$
|
40.2
|
|
(1)
|
709
shares of common stock were deemed surrendered to the Company by participants in various benefit plans of the Company to satisfy the participants’ taxes related to vesting or delivery of time vesting restricted share units under those plans.
|
|
|
|
Exhibit
No.
|
|
Description of Exhibit
|
|
|
|
10.1*
|
|
Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Non-Employee Directors).
|
|
|
|
31.1*
|
|
Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
31.2*
|
|
Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
32.1*
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
32.2*
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
101.INS**
|
|
XBRL Instance Document
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
**
|
Submitted electronically with the Report.
|
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
|
|
|
||
July 31, 2015
|
|
|
|
/S/ JEFFREY S. EDWARDS
|
Date
|
|
|
|
Jeffrey S. Edwards
Chairman and Chief Executive Officer
|
|
|
|
||
July 31, 2015
|
|
|
|
/S/ MATTHEW W. HARDT
|
Date
|
|
|
|
Matthew W. Hardt
Chief Financial Officer
(Principal Financial Officer)
|
Exhibit
No.
|
|
Description of Exhibit
|
|
|
|
10.1*
|
|
Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Non-Employee Directors).
|
|
|
|
31.1*
|
|
Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
31.2*
|
|
Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
32.1*
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
32.2*
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
101.INS**
|
|
XBRL Instance Document
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
**
|
Submitted electronically with the Report.
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
|
|
|
By:
|
|
|
|
Agreed and acknowledged as of the date first above written:
|
|
|
Participant:
|
I, Jeffrey S. Edwards, certify that:
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Cooper-Standard Holdings Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
|
|
Date: July 31, 2015
|
|
|
|
By:
|
|
/S/ JEFFREY S. EDWARDS
|
|
|
|
|
|
|
Jeffrey S. Edwards
|
|
|
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Cooper-Standard Holdings Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
|
|
Date: July 31, 2015
|
|
|
|
By:
|
|
/S/ MATTHEW W. HARDT
|
|
|
|
|
|
|
Matthew W. Hardt
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
|
|
Date: July 31, 2015
|
|
|
|
By:
|
|
/S/ JEFFREY S. EDWARDS
|
|
|
|
|
|
|
Jeffrey S. Edwards
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
(Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|||
Date: July 31, 2015
|
|
|
|
By:
|
|
/S/ MATTHEW W. HARDT
|
|
|
|
|
|
|
Matthew W. Hardt
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial Officer)
|