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 September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales
|
$
|
855,656
|
|
|
$
|
827,531
|
|
|
$
|
2,597,457
|
|
|
$
|
2,488,402
|
|
Cost of products sold
|
690,984
|
|
|
679,083
|
|
|
2,101,000
|
|
|
2,055,124
|
|
||||
Gross profit
|
164,672
|
|
|
148,448
|
|
|
496,457
|
|
|
433,278
|
|
||||
Selling, administration & engineering expenses
|
92,368
|
|
|
79,065
|
|
|
268,498
|
|
|
239,455
|
|
||||
Amortization of intangibles
|
3,457
|
|
|
3,599
|
|
|
9,974
|
|
|
10,819
|
|
||||
Restructuring charges
|
10,430
|
|
|
8,540
|
|
|
33,468
|
|
|
34,809
|
|
||||
Other operating loss
|
—
|
|
|
—
|
|
|
155
|
|
|
—
|
|
||||
Operating profit
|
58,417
|
|
|
57,244
|
|
|
184,362
|
|
|
148,195
|
|
||||
Interest expense, net of interest income
|
(10,114
|
)
|
|
(9,487
|
)
|
|
(29,861
|
)
|
|
(27,912
|
)
|
||||
Equity in earnings of affiliates
|
1,386
|
|
|
911
|
|
|
5,823
|
|
|
4,042
|
|
||||
Other (expense) income, net
|
(518
|
)
|
|
(3,281
|
)
|
|
(8,589
|
)
|
|
9,907
|
|
||||
Income before income taxes
|
49,171
|
|
|
45,387
|
|
|
151,735
|
|
|
134,232
|
|
||||
Income tax expense
|
12,525
|
|
|
12,869
|
|
|
43,312
|
|
|
44,052
|
|
||||
Net income
|
36,646
|
|
|
32,518
|
|
|
108,423
|
|
|
90,180
|
|
||||
Net (income) loss attributable to noncontrolling interests
|
(284
|
)
|
|
214
|
|
|
(549
|
)
|
|
35
|
|
||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
36,362
|
|
|
$
|
32,732
|
|
|
$
|
107,874
|
|
|
$
|
90,215
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
2.08
|
|
|
$
|
1.89
|
|
|
$
|
6.20
|
|
|
$
|
5.26
|
|
Diluted
|
$
|
1.94
|
|
|
$
|
1.78
|
|
|
$
|
5.77
|
|
|
$
|
4.92
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
36,646
|
|
|
$
|
32,518
|
|
|
$
|
108,423
|
|
|
$
|
90,180
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustment
|
2,663
|
|
|
(27,727
|
)
|
|
12,330
|
|
|
(69,600
|
)
|
||||
Benefit plan liabilities adjustment, net of tax
(1)
|
(149
|
)
|
|
871
|
|
|
(620
|
)
|
|
5,692
|
|
||||
Fair value change of derivatives, net of tax
(2)
|
1,881
|
|
|
(371
|
)
|
|
(605
|
)
|
|
(1,302
|
)
|
||||
Other comprehensive income (loss), net of tax
|
4,395
|
|
|
(27,227
|
)
|
|
11,105
|
|
|
(65,210
|
)
|
||||
Comprehensive income
|
41,041
|
|
|
5,291
|
|
|
119,528
|
|
|
24,970
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interests
|
(266
|
)
|
|
467
|
|
|
(317
|
)
|
|
168
|
|
||||
Comprehensive income attributable to Cooper-Standard Holdings Inc.
|
$
|
40,775
|
|
|
$
|
5,758
|
|
|
$
|
119,211
|
|
|
$
|
25,138
|
|
(1)
|
Other comprehensive income (loss) related to the benefit plan liabilities is net of a tax effect of
$(174)
and
$(211)
for the
three months ended September 30, 2016
and
2015
, respectively, and
$(250)
and
$(755)
for the
nine months ended September 30, 2016
and
2015
, respectively.
|
(2)
|
Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of
$(676)
and
$170
for the
three months ended September 30, 2016
and
2015
, respectively, and
$129
and
$830
for the
nine months ended September 30, 2016
and
2015
, respectively.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
360,429
|
|
|
$
|
378,243
|
|
Accounts receivable, net
|
505,966
|
|
|
448,119
|
|
||
Tooling receivable
|
107,068
|
|
|
102,877
|
|
||
Inventories
|
161,012
|
|
|
149,645
|
|
||
Prepaid expenses
|
37,998
|
|
|
30,016
|
|
||
Other current assets
|
82,924
|
|
|
80,581
|
|
||
Total current assets
|
1,255,397
|
|
|
1,189,481
|
|
||
Property, plant and equipment, net
|
831,987
|
|
|
765,369
|
|
||
Goodwill
|
170,794
|
|
|
149,219
|
|
||
Intangibles assets, net
|
85,948
|
|
|
70,702
|
|
||
Deferred tax assets
|
44,845
|
|
|
49,299
|
|
||
Other assets
|
74,333
|
|
|
80,222
|
|
||
Total assets
|
$
|
2,463,304
|
|
|
$
|
2,304,292
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Debt payable within one year
|
$
|
53,139
|
|
|
$
|
45,494
|
|
Accounts payable
|
429,357
|
|
|
400,604
|
|
||
Payroll liabilities
|
129,712
|
|
|
127,609
|
|
||
Accrued liabilities
|
128,016
|
|
|
107,713
|
|
||
Total current liabilities
|
740,224
|
|
|
681,420
|
|
||
Long-term debt
|
726,688
|
|
|
732,418
|
|
||
Pension benefits
|
172,474
|
|
|
176,525
|
|
||
Postretirement benefits other than pensions
|
53,992
|
|
|
52,963
|
|
||
Deferred tax liabilities
|
1,645
|
|
|
4,914
|
|
||
Other liabilities
|
44,020
|
|
|
41,253
|
|
||
Total liabilities
|
1,739,043
|
|
|
1,689,493
|
|
||
7% Cumulative participating convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
||||
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,650,584 shares issued and 17,654,278 shares outstanding as of September 30, 2016, and 19,105,251 shares issued and 17,458,945 outstanding as of December 31, 2015
|
17
|
|
|
17
|
|
||
Additional paid-in capital
|
510,387
|
|
|
513,764
|
|
||
Retained earnings
|
395,178
|
|
|
306,713
|
|
||
Accumulated other comprehensive loss
|
(205,728
|
)
|
|
(217,065
|
)
|
||
Total Cooper-Standard Holdings Inc. equity
|
699,854
|
|
|
603,429
|
|
||
Noncontrolling interests
|
24,407
|
|
|
11,370
|
|
||
Total equity
|
724,261
|
|
|
614,799
|
|
||
Total liabilities and equity
|
$
|
2,463,304
|
|
|
$
|
2,304,292
|
|
|
Total Equity
|
|||||||||||||||||||||||||||||
|
Common Shares
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Cooper-Standard Holdings Inc. Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||
Balance as of December 31, 2015
|
17,458,945
|
|
|
$
|
17
|
|
|
$
|
513,764
|
|
|
$
|
306,713
|
|
|
$
|
(217,065
|
)
|
|
$
|
603,429
|
|
|
$
|
11,370
|
|
|
$
|
614,799
|
|
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
(473
|
)
|
|
—
|
|
|
(473
|
)
|
|
—
|
|
|
(473
|
)
|
|||||||
Repurchase of common stock
|
(350,000
|
)
|
|
—
|
|
|
(8,470
|
)
|
|
(15,330
|
)
|
|
—
|
|
|
(23,800
|
)
|
|
—
|
|
|
(23,800
|
)
|
|||||||
Warrant exercise
|
318,445
|
|
|
—
|
|
|
2,498
|
|
|
—
|
|
|
—
|
|
|
2,498
|
|
|
—
|
|
|
2,498
|
|
|||||||
Share based compensation, net
|
226,888
|
|
|
—
|
|
|
2,595
|
|
|
(3,606
|
)
|
|
—
|
|
|
(1,011
|
)
|
|
—
|
|
|
(1,011
|
)
|
|||||||
Consolidation of joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,300
|
|
|
13,300
|
|
|||||||
Dividends declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(580
|
)
|
|
(580
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
107,874
|
|
|
—
|
|
|
107,874
|
|
|
549
|
|
|
108,423
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,337
|
|
|
11,337
|
|
|
(232
|
)
|
|
11,105
|
|
|||||||
Balance as of September 30, 2016
|
17,654,278
|
|
|
$
|
17
|
|
|
$
|
510,387
|
|
|
$
|
395,178
|
|
|
$
|
(205,728
|
)
|
|
$
|
699,854
|
|
|
$
|
24,407
|
|
|
$
|
724,261
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
108,423
|
|
|
$
|
90,180
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
81,725
|
|
|
74,459
|
|
||
Amortization of intangibles
|
9,974
|
|
|
10,819
|
|
||
Share-based compensation expense
|
18,533
|
|
|
8,348
|
|
||
Equity in earnings, net of dividends related to earnings
|
(2,801
|
)
|
|
(2,125
|
)
|
||
Gain on remeasurement of previously held equity interest
|
—
|
|
|
(14,199
|
)
|
||
Deferred income taxes
|
295
|
|
|
5,765
|
|
||
Other
|
1,101
|
|
|
127
|
|
||
Changes in operating assets and liabilities
|
(35,205
|
)
|
|
(63,401
|
)
|
||
Net cash provided by operating activities
|
182,045
|
|
|
109,973
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(116,788
|
)
|
|
(129,661
|
)
|
||
Acquisition of businesses, net of cash acquired
|
(37,478
|
)
|
|
(34,396
|
)
|
||
Investment in joint ventures
|
—
|
|
|
(4,300
|
)
|
||
Cash from consolidation of joint venture
|
3,395
|
|
|
—
|
|
||
Proceeds from sale of fixed assets
|
156
|
|
|
4,846
|
|
||
Net cash used in investing activities
|
(150,715
|
)
|
|
(163,511
|
)
|
||
Financing activities:
|
|
|
|
||||
Increase in short-term debt, net
|
1,703
|
|
|
973
|
|
||
Principal payments on long-term debt
|
(9,787
|
)
|
|
(6,239
|
)
|
||
Purchase of noncontrolling interests
|
—
|
|
|
(1,262
|
)
|
||
Repurchase of common stock
|
(23,800
|
)
|
|
—
|
|
||
Proceeds from exercise of warrants
|
2,498
|
|
|
8,540
|
|
||
Taxes withheld and paid on employees' share based payment awards
|
(11,979
|
)
|
|
(1,330
|
)
|
||
Other
|
101
|
|
|
(173
|
)
|
||
Net cash (used in) provided by financing activities
|
(41,264
|
)
|
|
509
|
|
||
Effects of exchange rate changes on cash and cash equivalents
|
(7,880
|
)
|
|
17,743
|
|
||
Changes in cash and cash equivalents
|
(17,814
|
)
|
|
(35,286
|
)
|
||
Cash and cash equivalents at beginning of period
|
378,243
|
|
|
267,270
|
|
||
Cash and cash equivalents at end of period
|
$
|
360,429
|
|
|
$
|
231,984
|
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
Total
|
||||||||
Balance as of December 31, 2015
|
$
|
114,109
|
|
|
$
|
11,056
|
|
|
$
|
24,054
|
|
|
$
|
149,219
|
|
Acquisition
|
7,175
|
|
|
—
|
|
|
2,972
|
|
|
10,147
|
|
||||
Consolidation of joint venture
|
—
|
|
|
—
|
|
|
10,869
|
|
|
10,869
|
|
||||
Foreign exchange translation
|
790
|
|
|
384
|
|
|
(615
|
)
|
|
559
|
|
||||
Balance as of September 30, 2016
|
$
|
122,074
|
|
|
$
|
11,440
|
|
|
$
|
37,280
|
|
|
$
|
170,794
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
Customer relationships
|
$
|
135,482
|
|
|
$
|
(70,075
|
)
|
|
$
|
65,407
|
|
Developed technology
|
8,971
|
|
|
(8,449
|
)
|
|
522
|
|
|||
Other
|
21,668
|
|
|
(1,649
|
)
|
|
20,019
|
|
|||
Balance as of September 30, 2016
|
$
|
166,121
|
|
|
$
|
(80,173
|
)
|
|
$
|
85,948
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
115,285
|
|
|
$
|
(61,375
|
)
|
|
$
|
53,910
|
|
Developed technology
|
8,854
|
|
|
(7,673
|
)
|
|
1,181
|
|
|||
Other
|
16,290
|
|
|
(679
|
)
|
|
15,611
|
|
|||
Balance as of December 31, 2015
|
$
|
140,429
|
|
|
$
|
(69,727
|
)
|
|
$
|
70,702
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
North America
|
$
|
306
|
|
|
$
|
1,342
|
|
|
$
|
1,661
|
|
|
$
|
3,062
|
|
Europe
|
9,691
|
|
|
7,134
|
|
|
30,184
|
|
|
31,683
|
|
||||
Asia Pacific
|
433
|
|
|
64
|
|
|
1,623
|
|
|
64
|
|
||||
Total
|
$
|
10,430
|
|
|
$
|
8,540
|
|
|
$
|
33,468
|
|
|
$
|
34,809
|
|
|
|
Employee Separation Costs
|
|
Other Exit Costs
|
|
Total
|
||||||
Balance as of December 31, 2015
|
|
$
|
32,707
|
|
|
$
|
1,768
|
|
|
$
|
34,475
|
|
Expense
|
|
12,345
|
|
|
21,123
|
|
|
33,468
|
|
|||
Cash payments
|
|
(24,363
|
)
|
|
(21,248
|
)
|
|
(45,611
|
)
|
|||
Foreign exchange translation and other
|
|
1,251
|
|
|
181
|
|
|
1,432
|
|
|||
Balance as of September 30, 2016
|
|
$
|
21,940
|
|
|
$
|
1,824
|
|
|
$
|
23,764
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Finished goods
|
$
|
41,245
|
|
|
$
|
43,031
|
|
Work in process
|
36,669
|
|
|
32,863
|
|
||
Raw materials and supplies
|
83,098
|
|
|
73,751
|
|
||
|
$
|
161,012
|
|
|
$
|
149,645
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Term loan
|
$
|
725,489
|
|
|
$
|
729,841
|
|
Other borrowings
|
54,338
|
|
|
48,071
|
|
||
Total debt
|
$
|
779,827
|
|
|
$
|
777,912
|
|
Less current portion
|
(53,139
|
)
|
|
(45,494
|
)
|
||
Total long-term debt
|
$
|
726,688
|
|
|
$
|
732,418
|
|
|
Pension Benefits
|
||||||||||||||
|
Three Months Ended September 30,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Service cost
|
$
|
202
|
|
|
$
|
861
|
|
|
$
|
232
|
|
|
$
|
868
|
|
Interest cost
|
3,145
|
|
|
1,267
|
|
|
3,084
|
|
|
1,261
|
|
||||
Expected return on plan assets
|
(3,959
|
)
|
|
(788
|
)
|
|
(4,421
|
)
|
|
(830
|
)
|
||||
Amortization of prior service cost and actuarial loss
|
429
|
|
|
555
|
|
|
276
|
|
|
665
|
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
114
|
|
||||
Net periodic benefit (income) cost
|
$
|
(183
|
)
|
|
$
|
1,895
|
|
|
$
|
(829
|
)
|
|
$
|
2,078
|
|
|
|
|
|
|
|
|
|
||||||||
|
Pension Benefits
|
||||||||||||||
|
Nine Months Ended September 30,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Service cost
|
$
|
606
|
|
|
$
|
2,575
|
|
|
$
|
696
|
|
|
$
|
2,633
|
|
Interest cost
|
9,435
|
|
|
3,805
|
|
|
9,252
|
|
|
3,845
|
|
||||
Expected return on plan assets
|
(11,877
|
)
|
|
(2,367
|
)
|
|
(13,263
|
)
|
|
(2,559
|
)
|
||||
Amortization of prior service cost and actuarial loss
|
1,287
|
|
|
1,664
|
|
|
828
|
|
|
2,012
|
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
355
|
|
||||
Net periodic benefit (income) cost
|
$
|
(549
|
)
|
|
$
|
5,677
|
|
|
$
|
(2,487
|
)
|
|
$
|
6,286
|
|
|
Other Postretirement Benefits
|
||||||||||||||
|
Three Months Ended September 30,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Service cost
|
$
|
90
|
|
|
$
|
94
|
|
|
$
|
109
|
|
|
$
|
93
|
|
Interest cost
|
346
|
|
|
172
|
|
|
353
|
|
|
165
|
|
||||
Amortization of prior service credit and actuarial gain
|
(507
|
)
|
|
(16
|
)
|
|
(396
|
)
|
|
(5
|
)
|
||||
Other
|
1
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Net periodic benefit (income) cost
|
$
|
(70
|
)
|
|
$
|
250
|
|
|
$
|
72
|
|
|
$
|
253
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other Postretirement Benefits
|
||||||||||||||
|
Nine Months Ended September 30,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Service cost
|
$
|
270
|
|
|
$
|
280
|
|
|
$
|
327
|
|
|
$
|
290
|
|
Interest cost
|
1,038
|
|
|
510
|
|
|
1,059
|
|
|
516
|
|
||||
Amortization of prior service credit and actuarial gain
|
(1,521
|
)
|
|
(47
|
)
|
|
(1,188
|
)
|
|
(15
|
)
|
||||
Other
|
3
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Net periodic benefit (income) cost
|
$
|
(210
|
)
|
|
$
|
743
|
|
|
$
|
216
|
|
|
$
|
791
|
|
|
Three Months Ended September 30, 2016
|
||||||||||||||
|
Cumulative currency translation adjustment
|
|
Benefit plan
liabilities |
|
Fair value change of derivatives
|
|
Total
|
||||||||
Balance as of June 30, 2016
|
$
|
(120,780
|
)
|
|
$
|
(84,595
|
)
|
|
$
|
(4,766
|
)
|
|
$
|
(210,141
|
)
|
Other comprehensive income (loss) before reclassifications
|
2,681
|
|
(1)
|
(497
|
)
|
|
828
|
|
|
3,012
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
348
|
|
(2)
|
1,053
|
|
(3)
|
1,401
|
|
||||
Balance as of September 30, 2016
|
$
|
(118,099
|
)
|
|
$
|
(84,744
|
)
|
|
$
|
(2,885
|
)
|
|
$
|
(205,728
|
)
|
(1)
|
Includes
$511
of other comprehensive income related to intra-entity foreign currency balances that are of a long-term investment nature.
|
(2)
|
Includes actuarial losses of
$555
, offset by prior service credits of
$79
, net of tax of
$128
. See Note 7.
|
(3)
|
Includes losses related to the interest rate swap of
$803
included in interest expense, net of interest income, and losses related to foreign exchange contracts of
$769
included in cost of products sold, net of tax of
$519
.
|
|
Three Months Ended September 30, 2015
|
||||||||||||||
|
Cumulative currency translation adjustment
|
|
Benefit plan
liabilities |
|
Fair value change of derivatives
|
|
Total
|
||||||||
Balance as of June 30, 2015
|
$
|
(92,364
|
)
|
|
$
|
(82,040
|
)
|
|
$
|
(2,942
|
)
|
|
$
|
(177,346
|
)
|
Other comprehensive income (loss) before reclassifications
|
(27,474
|
)
|
(1)
|
481
|
|
|
(784
|
)
|
|
(27,777
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
390
|
|
(2)
|
413
|
|
(3)
|
803
|
|
||||
Balance as of September 30, 2015
|
$
|
(119,838
|
)
|
|
$
|
(81,169
|
)
|
|
$
|
(3,313
|
)
|
|
$
|
(204,320
|
)
|
(1)
|
Includes
$4,332
of other comprehensive loss related to intra-entity foreign currency balances that are of a long-term investment nature.
|
(2)
|
Includes actuarial losses of
$606
, offset by prior service credits of
$72
, net of tax of
$144
. See Note 7.
|
(3)
|
Includes losses related to foreign exchange contracts of
$635
included in cost of products sold, net of tax of
$222
.
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||
|
Cumulative currency translation adjustment
|
|
Benefit plan
liabilities |
|
Fair value change of derivatives
|
|
Total
|
||||||||
Balance as of December 31, 2015
|
$
|
(130,661
|
)
|
|
$
|
(84,124
|
)
|
|
$
|
(2,280
|
)
|
|
$
|
(217,065
|
)
|
Other comprehensive income (loss) before reclassifications
|
12,562
|
|
(1)
|
(1,638
|
)
|
|
(3,803
|
)
|
|
7,121
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
1,018
|
|
(2)
|
3,198
|
|
(3)
|
4,216
|
|
||||
Balance as of September 30, 2016
|
$
|
(118,099
|
)
|
|
$
|
(84,744
|
)
|
|
$
|
(2,885
|
)
|
|
$
|
(205,728
|
)
|
(1)
|
Includes
$9,699
of other comprehensive income related to intra-entity foreign currency balances that are of a long-term investment nature.
|
(2)
|
Includes actuarial losses of
$1,636
, offset by prior service credits of
$246
, net of tax of
$372
. See Note 7.
|
(3)
|
Includes losses related to the interest rate swap of
$2,393
included in interest expense, net of interest income, and losses related to foreign exchange contracts of
$2,380
included in cost of products sold, net of tax of
$1,575
.
|
|
Nine Months Ended September 30, 2015
|
||||||||||||||
|
Cumulative currency translation adjustment
|
|
Benefit plan
liabilities |
|
Fair value change of derivatives
|
|
Total
|
||||||||
Balance as of December 31, 2014
|
$
|
(50,371
|
)
|
|
$
|
(86,861
|
)
|
|
$
|
(2,011
|
)
|
|
$
|
(139,243
|
)
|
Other comprehensive income (loss) before reclassifications
|
(67,858
|
)
|
(1)
|
4,502
|
|
|
(1,903
|
)
|
|
(65,259
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(1,609
|
)
|
(2)
|
1,190
|
|
(3)
|
601
|
|
(4)
|
182
|
|
||||
Balance as of September 30, 2015
|
$
|
(119,838
|
)
|
|
$
|
(81,169
|
)
|
|
$
|
(3,313
|
)
|
|
$
|
(204,320
|
)
|
(1)
|
Includes
$18,265
of other comprehensive loss related to intra-entity foreign currency balances that are of a long-term investment nature.
|
(2)
|
Includes
$300
reclassed to paid-in capital related to the purchase of noncontrolling interests.
|
(3)
|
Includes actuarial losses of
$1,871
, offset by prior service credits of
$244
, net of tax of
$437
. See Note 7.
|
(4)
|
Includes losses related to foreign exchange contracts of
$925
included in cost of products sold, net of tax of
$324
.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
36,362
|
|
|
$
|
32,732
|
|
|
$
|
107,874
|
|
|
$
|
90,215
|
|
Increase (decrease) in fair value of share-based awards
|
37
|
|
|
(17
|
)
|
|
49
|
|
|
—
|
|
||||
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders
|
$
|
36,399
|
|
|
$
|
32,715
|
|
|
$
|
107,923
|
|
|
$
|
90,215
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares of common stock outstanding
|
17,469,156
|
|
|
17,294,155
|
|
|
17,388,541
|
|
|
17,137,331
|
|
||||
Dilutive effect of common stock equivalents
|
1,291,507
|
|
|
1,135,858
|
|
|
1,315,037
|
|
|
1,190,579
|
|
||||
Diluted weighted average shares of common stock outstanding
|
18,760,663
|
|
|
18,430,013
|
|
|
18,703,578
|
|
|
18,327,910
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
2.08
|
|
|
$
|
1.89
|
|
|
$
|
6.20
|
|
|
$
|
5.26
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
1.94
|
|
|
$
|
1.78
|
|
|
$
|
5.77
|
|
|
$
|
4.92
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Number of options
|
—
|
|
|
145,900
|
|
|
—
|
|
|
145,900
|
|
Exercise price
|
—
|
|
|
$64.74-70.20
|
|
|
—
|
|
|
$64.74-70.20
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Gain on remeasurement of previously held equity interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,199
|
|
Foreign currency losses
|
(331
|
)
|
|
(3,049
|
)
|
|
(2,035
|
)
|
|
(3,482
|
)
|
||||
Secondary offering underwriting fees
|
—
|
|
|
—
|
|
|
(5,900
|
)
|
|
—
|
|
||||
Loss on sale of receivables
|
(207
|
)
|
|
(232
|
)
|
|
(674
|
)
|
|
(810
|
)
|
||||
Miscellaneous income
|
20
|
|
|
—
|
|
|
20
|
|
|
—
|
|
||||
Other (expense) income, net
|
$
|
(518
|
)
|
|
$
|
(3,281
|
)
|
|
$
|
(8,589
|
)
|
|
$
|
9,907
|
|
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.
|
|
September 30, 2016
|
|
December 31, 2015
|
|
Input
|
||||
Forward foreign exchange contracts - other current assets
|
$
|
355
|
|
|
$
|
900
|
|
|
Level 2
|
Forward foreign exchange contracts - accrued liabilities
|
(507
|
)
|
|
(79
|
)
|
|
Level 2
|
||
Interest rate swaps - other current assets
|
35
|
|
|
32
|
|
|
Level 2
|
||
Interest rate swaps - other assets
|
46
|
|
|
38
|
|
|
Level 2
|
||
Interest rate swaps - accrued liabilities
|
(2,973
|
)
|
|
(2,991
|
)
|
|
Level 2
|
||
Interest rate swaps - other liabilities
|
(1,499
|
)
|
|
(1,739
|
)
|
|
Level 2
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales to external customers
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
450,795
|
|
|
$
|
456,352
|
|
|
$
|
1,361,183
|
|
|
$
|
1,327,262
|
|
Europe
|
242,773
|
|
|
247,275
|
|
|
794,411
|
|
|
784,387
|
|
||||
Asia Pacific
|
137,174
|
|
|
102,080
|
|
|
380,483
|
|
|
299,619
|
|
||||
South America
|
24,914
|
|
|
21,824
|
|
|
61,380
|
|
|
77,134
|
|
||||
Consolidated
|
$
|
855,656
|
|
|
$
|
827,531
|
|
|
$
|
2,597,457
|
|
|
$
|
2,488,402
|
|
|
|
|
|
|
|
|
|
||||||||
Intersegment sales
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
3,409
|
|
|
$
|
3,037
|
|
|
$
|
9,908
|
|
|
$
|
10,933
|
|
Europe
|
3,600
|
|
|
3,103
|
|
|
10,081
|
|
|
8,523
|
|
||||
Asia Pacific
|
1,426
|
|
|
2,196
|
|
|
3,925
|
|
|
5,032
|
|
||||
South America
|
1
|
|
|
28
|
|
|
5
|
|
|
45
|
|
||||
Eliminations
|
(8,436
|
)
|
|
(8,364
|
)
|
|
(23,919
|
)
|
|
(24,533
|
)
|
||||
Consolidated
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profit (loss)
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
55,031
|
|
|
$
|
58,327
|
|
|
$
|
169,857
|
|
|
$
|
156,978
|
|
Europe
|
(5,632
|
)
|
|
(4,766
|
)
|
|
(7,510
|
)
|
|
(6,377
|
)
|
||||
Asia Pacific
|
3,037
|
|
|
(690
|
)
|
|
6,073
|
|
|
3,745
|
|
||||
South America
|
(3,265
|
)
|
|
(7,484
|
)
|
|
(16,685
|
)
|
|
(20,114
|
)
|
||||
Consolidated
|
$
|
49,171
|
|
|
$
|
45,387
|
|
|
$
|
151,735
|
|
|
$
|
134,232
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Segment assets
|
|
|
|
||||
North America
|
$
|
956,265
|
|
|
$
|
864,647
|
|
Europe
|
708,615
|
|
|
631,309
|
|
||
Asia Pacific
|
575,745
|
|
|
508,704
|
|
||
South America
|
47,708
|
|
|
39,117
|
|
||
Eliminations and other
|
174,971
|
|
|
260,515
|
|
||
Consolidated
|
$
|
2,463,304
|
|
|
$
|
2,304,292
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions of units)
|
2016
(1)
|
|
2015
(1)
|
|
% Change
|
|
2016
(1)
|
|
2015
(1)
|
|
% Change
|
||||
North America
|
4.5
|
|
|
4.4
|
|
|
2.0%
|
|
13.5
|
|
|
13.2
|
|
|
2.7%
|
Europe
|
4.7
|
|
|
4.8
|
|
|
(1.8)%
|
|
16.1
|
|
|
15.7
|
|
|
2.6%
|
Asia Pacific
(2)
|
11.2
|
|
|
10.1
|
|
|
11.0%
|
|
34.4
|
|
|
32.6
|
|
|
5.4%
|
South America
|
0.7
|
|
|
0.8
|
|
|
(10.5)%
|
|
2.0
|
|
|
2.4
|
|
|
(16.2)%
|
(1)
|
Production data based on IHS Automotive,
October 2016
.
|
(2)
|
Includes China units of
6.0
and
4.8
for the
three months ended September 30, 2016
and
2015
, respectively, and
18.4
and
16.5
for the
nine months ended September 30, 2016
and
2015
, respectively.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||
|
(dollar amounts in thousands)
|
||||||||||||||||||||||
Sales
|
$
|
855,656
|
|
|
$
|
827,531
|
|
|
$
|
28,125
|
|
|
$
|
2,597,457
|
|
|
$
|
2,488,402
|
|
|
$
|
109,055
|
|
Cost of products sold
|
690,984
|
|
|
679,083
|
|
|
11,901
|
|
|
2,101,000
|
|
|
2,055,124
|
|
|
45,876
|
|
||||||
Gross profit
|
164,672
|
|
|
148,448
|
|
|
16,224
|
|
|
496,457
|
|
|
433,278
|
|
|
63,179
|
|
||||||
Selling, administration & engineering expenses
|
92,368
|
|
|
79,065
|
|
|
13,303
|
|
|
268,498
|
|
|
239,455
|
|
|
29,043
|
|
||||||
Amortization of intangibles
|
3,457
|
|
|
3,599
|
|
|
(142
|
)
|
|
9,974
|
|
|
10,819
|
|
|
(845
|
)
|
||||||
Restructuring charges
|
10,430
|
|
|
8,540
|
|
|
1,890
|
|
|
33,468
|
|
|
34,809
|
|
|
(1,341
|
)
|
||||||
Other operating loss
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
||||||
Operating profit
|
58,417
|
|
|
57,244
|
|
|
1,173
|
|
|
184,362
|
|
|
148,195
|
|
|
36,167
|
|
||||||
Interest expense, net of interest income
|
(10,114
|
)
|
|
(9,487
|
)
|
|
(627
|
)
|
|
(29,861
|
)
|
|
(27,912
|
)
|
|
(1,949
|
)
|
||||||
Equity in earnings of affiliates
|
1,386
|
|
|
911
|
|
|
475
|
|
|
5,823
|
|
|
4,042
|
|
|
1,781
|
|
||||||
Other (expense) income, net
|
(518
|
)
|
|
(3,281
|
)
|
|
2,763
|
|
|
(8,589
|
)
|
|
9,907
|
|
|
(18,496
|
)
|
||||||
Income before income taxes
|
49,171
|
|
|
45,387
|
|
|
3,784
|
|
|
151,735
|
|
|
134,232
|
|
|
17,503
|
|
||||||
Income tax expense
|
12,525
|
|
|
12,869
|
|
|
(344
|
)
|
|
43,312
|
|
|
44,052
|
|
|
(740
|
)
|
||||||
Net income
|
36,646
|
|
|
32,518
|
|
|
4,128
|
|
|
108,423
|
|
|
90,180
|
|
|
18,243
|
|
||||||
Net (income) loss attributable to noncontrolling interests
|
(284
|
)
|
|
214
|
|
|
(498
|
)
|
|
(549
|
)
|
|
35
|
|
|
(584
|
)
|
||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
36,362
|
|
|
$
|
32,732
|
|
|
$
|
3,630
|
|
|
$
|
107,874
|
|
|
$
|
90,215
|
|
|
$
|
17,659
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||
|
(dollar amounts in thousands)
|
||||||||||||||||||||||
Sales to external customers
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
450,795
|
|
|
$
|
456,352
|
|
|
$
|
(5,557
|
)
|
|
$
|
1,361,183
|
|
|
$
|
1,327,262
|
|
|
$
|
33,921
|
|
Europe
|
242,773
|
|
|
247,275
|
|
|
(4,502
|
)
|
|
794,411
|
|
|
784,387
|
|
|
10,024
|
|
||||||
Asia Pacific
|
137,174
|
|
|
102,080
|
|
|
35,094
|
|
|
380,483
|
|
|
299,619
|
|
|
80,864
|
|
||||||
South America
|
24,914
|
|
|
21,824
|
|
|
3,090
|
|
|
61,380
|
|
|
77,134
|
|
|
(15,754
|
)
|
||||||
Consolidated
|
$
|
855,656
|
|
|
$
|
827,531
|
|
|
$
|
28,125
|
|
|
$
|
2,597,457
|
|
|
$
|
2,488,402
|
|
|
$
|
109,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment profit (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
55,031
|
|
|
$
|
58,327
|
|
|
$
|
(3,296
|
)
|
|
$
|
169,857
|
|
|
$
|
156,978
|
|
|
$
|
12,879
|
|
Europe
|
(5,632
|
)
|
|
(4,766
|
)
|
|
(866
|
)
|
|
(7,510
|
)
|
|
(6,377
|
)
|
|
(1,133
|
)
|
||||||
Asia Pacific
|
3,037
|
|
|
(690
|
)
|
|
3,727
|
|
|
6,073
|
|
|
3,745
|
|
|
2,328
|
|
||||||
South America
|
(3,265
|
)
|
|
(7,484
|
)
|
|
4,219
|
|
|
(16,685
|
)
|
|
(20,114
|
)
|
|
3,429
|
|
||||||
Consolidated
|
$
|
49,171
|
|
|
$
|
45,387
|
|
|
$
|
3,784
|
|
|
$
|
151,735
|
|
|
$
|
134,232
|
|
|
$
|
17,503
|
|
•
|
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 September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(dollar amounts in thousands)
|
||||||||||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
36,362
|
|
|
$
|
32,732
|
|
|
$
|
107,874
|
|
|
$
|
90,215
|
|
Income tax expense
|
12,525
|
|
|
12,869
|
|
|
43,312
|
|
|
44,052
|
|
||||
Interest expense, net of interest income
|
10,114
|
|
|
9,487
|
|
|
29,861
|
|
|
27,912
|
|
||||
Depreciation and amortization
|
31,325
|
|
|
29,303
|
|
|
91,699
|
|
|
85,277
|
|
||||
EBITDA
|
$
|
90,326
|
|
|
$
|
84,391
|
|
|
$
|
272,746
|
|
|
$
|
247,456
|
|
Gain on remeasurement of previously held equity interest
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,199
|
)
|
||||
Restructuring charges
|
10,430
|
|
|
8,540
|
|
|
33,468
|
|
|
34,809
|
|
||||
Secondary offering underwriting fees and other expenses
(2)
|
—
|
|
|
—
|
|
|
6,500
|
|
|
—
|
|
||||
Amortization of inventory write-up
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,419
|
|
||||
Acquisition costs
|
—
|
|
|
353
|
|
|
—
|
|
|
1,352
|
|
||||
Other
|
—
|
|
|
60
|
|
|
155
|
|
|
222
|
|
||||
Adjusted EBITDA
|
$
|
100,756
|
|
|
$
|
93,344
|
|
|
$
|
312,869
|
|
|
$
|
271,059
|
|
(1)
|
Gain on remeasurement of previously held equity interest in Shenya.
|
(2)
|
Fees and other expenses associated with the March 2016 secondary offering.
|
(3)
|
Amortization of write-up of inventory to fair value for the Shenya acquisition.
|
|
|
|
Exhibit
No.
|
|
Description of Exhibit
|
|
|
|
10.1*
|
|
Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan Special Retention Award Agreement (stock-settled award).
|
|
|
|
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.
|
|
|
|
||
November 2, 2016
|
|
|
|
/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 Special Retention Award Agreement (stock-settled award).
|
|
|
|
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.
|
Grant Date
|
Award Value
|
Vesting
|
Performance Metric
|
Payout Denomination
|
July 26, 2016
|
[XXXXXX] USD
|
100% on July 26, 2019
(subject to continued employment and performance achievement)
|
Above Median Relative
Total Shareholder Return (TSR)
|
Cooper-Standard Common Stock
(if performance is met)
)
|
•
|
Type of Award:
Cash-denominated and stock-settled
|
•
|
Grant Frequency:
One-time, special grant to selected executives
|
•
|
Vesting:
100% on the third anniversary of the grant date, subject to continued service
|
•
|
Performance Period:
Three years, beginning on the grant date
|
•
|
Size of Individual Awards:
Target dollar value as recommended by the CEO
|
•
|
Performance Goal:
Award is earned if Cooper-Standard’s relative total shareholder return (“TSR”) during the Performance Period is above the median of the Comparator Group as defined below
|
•
|
TSR Calculation Methodology:
As follows:
|
—
|
TSR Beginning Stock Price Calculation
– average closing stock price for the 20 trading days immediately prior to the beginning of the Performance Period (for Cooper-Standard and the Comparator Group)
|
—
|
TSR Ending Stock Price Calculation
– average closing stock price for the last 20 trading days of the Performance Period (for Cooper-Standard and the Comparator Group)
|
—
|
Treatment of Dividends in TSR Calculation
– TSR calculation will assume reinvestment of dividends on the ex-dividend date (for Cooper-Standard and the Comparator Group, where applicable)
|
•
|
Comparator Group:
The Comparator Group is the subset of companies in Cooper-Standard’s 6-digit Global Industry Classification Standard (GICS) code (251010 – Automobile Components) that have revenues
and
market capitalizations of at least $250M
|
—
|
Refer to the
Exhibit
for the 26 companies in the Comparator Group along with corresponding size measure detail (size is not as relevant for relative TSR comparisons as it is for benchmarking compensation levels)
|
•
|
Changes in the Comparator Group During Performance Period:
The Comparator Group will be fixed based on index constituents at the
beginning
of the Performance Period; the following adjustments will apply to ensure a balanced assessment of relative performance:
|
—
|
Comparator Group companies that are acquired/merged during the Performance Period will be removed when calculating Cooper-Standard’s relative TSR percentile rank
|
—
|
Comparator Group companies that file for bankruptcy during the Performance Period would be treated as the worst performers for purposes of determining Cooper-Standard’s relative TSR percentile rank
|
•
|
Payout/Settlement Details:
If relative TSR is above the median of the Comparator Group, the recipient will receive a number of shares equal to the target dollar value divided by the closing stock price on the vesting date; payout to be made as soon as administratively feasible following the Performance Period
|
•
|
Tax Deductibility:
The awards would be considered performance-based compensation under IRC Section 162(m) and thus will be tax-deductible to the Company
|
•
|
Clawback:
Earned awards would be subject to the Company’s clawback policy, if applicable
|
•
|
Termination Provisions:
Forfeiture for termination of service for any reason (other than a change-in-control termination, as noted below)
|
•
|
Change-in-Control (“CIC”)
: Awards convert to time-vested cash upon a CIC and vest on the original vesting date, without pro-ration
|
—
|
Conversion to time-vested cash occurs assuming target performance if the CIC occurs in the first year of the performance period, otherwise based on relative TSR performance through the CIC date
|
—
|
Time-vested cash accelerates in the event of an involuntary termination without Cause within 24 months of the CIC date
|
—
|
If awards are not assumed/substituted by the acquiring, the award will vest immediately, using the same determination of performance indicated in this section above
|
COOPER-STANDARD
|
||||||||
Comparator Group - Size Measures
|
||||||||
($mil)
|
||||||||
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
|
|
Market
|
||||
Company
|
|
Revenue
(1)
|
|
Cap
(2)
|
||||
|
|
|
|
|
||||
American Axle & Manufacturing Holdings Inc.
|
|
$
|
3,903
|
|
|
$
|
1,108
|
|
Autoliv, Inc.
|
|
9,713
|
|
|
9,479
|
|
||
BorgWarner Inc.
|
|
8,308
|
|
|
6,424
|
|
||
Cooper Tire & Rubber Co.
|
|
2,959
|
|
|
1,645
|
|
||
Dana Holding Corporation
|
|
5,838
|
|
|
1,562
|
|
||
Delphi Automotive PLC
|
|
15,419
|
|
|
17,088
|
|
||
Dorman Products, Inc.
|
|
823
|
|
|
1,980
|
|
||
Drew Industries Incorporated
|
|
1,464
|
|
|
2,079
|
|
||
Federal-Mogul Holdings Corporation
|
|
7,481
|
|
|
1,405
|
|
||
Fox Factory Holding Corp
|
|
379
|
|
|
635
|
|
||
Gentex Corp.
|
|
1,625
|
|
|
4,462
|
|
||
Gentherm Incorporated
|
|
865
|
|
|
1,248
|
|
||
Johnson Controls Inc.
|
|
36,225
|
|
|
28,697
|
|
||
Lear Corp.
|
|
18,353
|
|
|
7,507
|
|
||
Magna International Inc.
|
|
33,262
|
|
|
13,774
|
|
||
Metaldyne Performance Group Inc.
|
|
3,022
|
|
|
932
|
|
||
Modine Manufacturing Company
|
|
1,353
|
|
|
417
|
|
||
Motorcar Parts of America, Inc.
|
|
369
|
|
|
504
|
|
||
Spartan Motors Inc.
|
|
556
|
|
|
250
|
|
||
Standard Motor Products Inc.
|
|
983
|
|
|
903
|
|
||
Stoneridge Inc.
|
|
645
|
|
|
416
|
|
||
Superior Industries International, Inc.
|
|
740
|
|
|
680
|
|
||
Tenneco Inc.
|
|
8,322
|
|
|
2,670
|
|
||
The Goodyear Tire & Rubber Company
|
|
16,110
|
|
|
6,824
|
|
||
Tower International, Inc.
|
|
1,971
|
|
|
436
|
|
||
Visteon Corporation
|
|
3,231
|
|
|
2,238
|
|
||
|
|
|
|
|||||
26 Companies
|
|
|
|
|||||
75th Percentile
|
|
$
|
8,318
|
|
|
$
|
5,934
|
|
Median
|
|
2,991
|
|
|
1,603
|
|
||
25th Percentile
|
|
895
|
|
|
736
|
|
||
|
|
|
|
|||||
Cooper-Standard
|
|
|
$3,405
|
|
|
|
$1,359
|
|
-- Percent Rank
|
|
57
|
%
|
|
43
|
%
|
||
|
|
|
|
|
||||
Notes:
|
|
|
|
|
||||
Source: Standard & Poor's Capital IQ Database
|
|
|
|
|
||||
(1)
Most recently reported four quarters
|
|
|
|
|
||||
(2)
As of June 30, 2016
|
|
|
|
|
||||
|
|
|
|
|
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: November 2, 2016
|
|
|
|
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: November 2, 2016
|
|
|
|
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: November 2, 2016
|
|
|
|
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: November 2, 2016
|
|
|
|
By:
|
|
/S/ MATTHEW W. HARDT
|
|
|
|
|
|
|
Matthew W. Hardt
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial Officer)
|