ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
|
20-1945088
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
ý
|
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
|
¨
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|
|
|
Emerging growth company
|
¨
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Page
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Item 1.
|
|
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Item 2.
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Item 3.
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Item 4.
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||
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Item 2.
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Item 6.
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||
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Three Months Ended March 31,
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||||||
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2017
|
|
2016
|
||||
Sales
|
$
|
902,051
|
|
|
$
|
862,497
|
|
Cost of products sold
|
731,966
|
|
|
702,673
|
|
||
Gross profit
|
170,085
|
|
|
159,824
|
|
||
Selling, administration & engineering expenses
|
87,634
|
|
|
83,458
|
|
||
Amortization of intangibles
|
3,595
|
|
|
3,278
|
|
||
Impairment charges
|
4,270
|
|
|
—
|
|
||
Restructuring charges
|
9,988
|
|
|
10,832
|
|
||
Other operating loss
|
—
|
|
|
155
|
|
||
Operating profit
|
64,598
|
|
|
62,101
|
|
||
Interest expense, net of interest income
|
(11,239
|
)
|
|
(9,752
|
)
|
||
Equity in earnings of affiliates
|
1,675
|
|
|
1,770
|
|
||
Other expense, net
|
(640
|
)
|
|
(7,816
|
)
|
||
Income before income taxes
|
54,394
|
|
|
46,303
|
|
||
Income tax expense
|
11,890
|
|
|
14,766
|
|
||
Net income
|
42,504
|
|
|
31,537
|
|
||
Net income attributable to noncontrolling interests
|
(798
|
)
|
|
(214
|
)
|
||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
41,706
|
|
|
$
|
31,323
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
2.35
|
|
|
$
|
1.80
|
|
Diluted
|
$
|
2.20
|
|
|
$
|
1.67
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net income
|
$
|
42,504
|
|
|
$
|
31,537
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Currency translation adjustment
|
10,291
|
|
|
18,327
|
|
||
Benefit plan liabilities adjustment, net of tax
|
(193
|
)
|
|
(1,724
|
)
|
||
Fair value change of derivatives, net of tax
|
1,093
|
|
|
(2,075
|
)
|
||
Other comprehensive income, net of tax
|
11,191
|
|
|
14,528
|
|
||
Comprehensive income
|
53,695
|
|
|
46,065
|
|
||
Comprehensive income attributable to noncontrolling interests
|
(981
|
)
|
|
(275
|
)
|
||
Comprehensive income attributable to Cooper-Standard Holdings Inc.
|
$
|
52,714
|
|
|
$
|
45,790
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
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(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
406,925
|
|
|
$
|
480,092
|
|
Accounts receivable, net
|
518,634
|
|
|
460,503
|
|
||
Tooling receivable
|
101,430
|
|
|
90,974
|
|
||
Inventories
|
160,587
|
|
|
146,449
|
|
||
Prepaid expenses
|
34,663
|
|
|
37,142
|
|
||
Other current assets
|
96,013
|
|
|
81,021
|
|
||
Total current assets
|
1,318,252
|
|
|
1,296,181
|
|
||
Property, plant and equipment, net
|
841,371
|
|
|
832,269
|
|
||
Goodwill
|
167,888
|
|
|
167,441
|
|
||
Intangible assets, net
|
78,198
|
|
|
81,363
|
|
||
Other assets
|
101,361
|
|
|
114,448
|
|
||
Total assets
|
$
|
2,507,070
|
|
|
$
|
2,491,702
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Debt payable within one year
|
$
|
33,470
|
|
|
$
|
33,439
|
|
Accounts payable
|
483,168
|
|
|
475,426
|
|
||
Payroll liabilities
|
118,062
|
|
|
144,812
|
|
||
Accrued liabilities
|
104,353
|
|
|
105,665
|
|
||
Total current liabilities
|
739,053
|
|
|
759,342
|
|
||
Long-term debt
|
728,470
|
|
|
729,480
|
|
||
Pension benefits
|
173,445
|
|
|
172,950
|
|
||
Postretirement benefits other than pensions
|
54,474
|
|
|
54,225
|
|
||
Other liabilities
|
42,228
|
|
|
53,914
|
|
||
Total liabilities
|
1,737,670
|
|
|
1,769,911
|
|
||
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; 19,825,486 shares issued and 17,856,180 shares outstanding as of March 31, 2017, and 19,686,917 shares issued and 17,690,611 outstanding as of December 31, 2016
|
18
|
|
|
17
|
|
||
Additional paid-in capital
|
513,415
|
|
|
513,934
|
|
||
Retained earnings
|
462,110
|
|
|
425,972
|
|
||
Accumulated other comprehensive loss
|
(231,555
|
)
|
|
(242,563
|
)
|
||
Total Cooper-Standard Holdings Inc. equity
|
743,988
|
|
|
697,360
|
|
||
Noncontrolling interests
|
25,412
|
|
|
24,431
|
|
||
Total equity
|
769,400
|
|
|
721,791
|
|
||
Total liabilities and equity
|
$
|
2,507,070
|
|
|
$
|
2,491,702
|
|
|
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, 2016
|
17,690,611
|
|
|
$
|
17
|
|
|
$
|
513,934
|
|
|
$
|
425,972
|
|
|
$
|
(242,563
|
)
|
|
$
|
697,360
|
|
|
$
|
24,431
|
|
|
$
|
721,791
|
|
Warrant exercises
|
21,304
|
|
|
—
|
|
|
580
|
|
|
—
|
|
|
—
|
|
|
580
|
|
|
—
|
|
|
580
|
|
|||||||
Share-based compensation, net
|
144,265
|
|
|
1
|
|
|
(1,099
|
)
|
|
(5,568
|
)
|
|
—
|
|
|
(6,666
|
)
|
|
—
|
|
|
(6,666
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
41,706
|
|
|
—
|
|
|
41,706
|
|
|
798
|
|
|
42,504
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,008
|
|
|
11,008
|
|
|
183
|
|
|
11,191
|
|
|||||||
Balance as of March 31, 2017
|
17,856,180
|
|
|
$
|
18
|
|
|
$
|
513,415
|
|
|
$
|
462,110
|
|
|
$
|
(231,555
|
)
|
|
$
|
743,988
|
|
|
$
|
25,412
|
|
|
$
|
769,400
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
42,504
|
|
|
$
|
31,537
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
28,262
|
|
|
26,927
|
|
||
Amortization of intangibles
|
3,595
|
|
|
3,278
|
|
||
Impairment charges
|
4,270
|
|
|
—
|
|
||
Share-based compensation expense
|
6,804
|
|
|
4,434
|
|
||
Equity in earnings of affiliates, net of dividends related to earnings
|
965
|
|
|
1,252
|
|
||
Other
|
7,661
|
|
|
(362
|
)
|
||
Changes in operating assets and liabilities
|
(90,510
|
)
|
|
(39,152
|
)
|
||
Net cash provided by operating activities
|
3,551
|
|
|
27,914
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(58,270
|
)
|
|
(55,090
|
)
|
||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(3,020
|
)
|
||
Proceeds from sale of fixed assets and other
|
33
|
|
|
(127
|
)
|
||
Net cash used in investing activities
|
(58,237
|
)
|
|
(58,237
|
)
|
||
Financing activities:
|
|
|
|
||||
Increase in short-term debt, net
|
142
|
|
|
2,295
|
|
||
Principal payments on long-term debt
|
(1,836
|
)
|
|
(2,436
|
)
|
||
Repurchase of common stock
|
—
|
|
|
(23,800
|
)
|
||
Proceeds from exercise of warrants
|
580
|
|
|
248
|
|
||
Taxes withheld and paid on employees' share based payment awards
|
(10,740
|
)
|
|
(1,714
|
)
|
||
Other
|
(117
|
)
|
|
28
|
|
||
Net cash used in financing activities
|
(11,971
|
)
|
|
(25,379
|
)
|
||
Effects of exchange rate changes on cash and cash equivalents
|
(6,510
|
)
|
|
(9,464
|
)
|
||
Changes in cash and cash equivalents
|
(73,167
|
)
|
|
(65,166
|
)
|
||
Cash and cash equivalents at beginning of period
|
480,092
|
|
|
378,243
|
|
||
Cash and cash equivalents at end of period
|
$
|
406,925
|
|
|
$
|
313,077
|
|
|
|
Employee Separation Costs
|
|
Other Exit Costs
|
|
Total
|
||||||
Balance as of December 31, 2016
|
|
$
|
21,927
|
|
|
$
|
2,311
|
|
|
$
|
24,238
|
|
Expense
|
|
6,754
|
|
|
3,234
|
|
|
9,988
|
|
|||
Cash payments
|
|
(14,253
|
)
|
|
(3,295
|
)
|
|
(17,548
|
)
|
|||
Foreign exchange translation and other
|
|
509
|
|
|
(133
|
)
|
|
376
|
|
|||
Balance as of March 31, 2017
|
|
$
|
14,937
|
|
|
$
|
2,117
|
|
|
$
|
17,054
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Finished goods
|
$
|
45,925
|
|
|
$
|
43,511
|
|
Work in process
|
37,015
|
|
|
32,839
|
|
||
Raw materials and supplies
|
77,647
|
|
|
70,099
|
|
||
|
$
|
160,587
|
|
|
$
|
146,449
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Land and improvements
|
$
|
67,868
|
|
|
$
|
71,002
|
|
Buildings and improvements
|
272,123
|
|
|
265,824
|
|
||
Machinery and equipment
|
900,612
|
|
|
864,337
|
|
||
Construction in progress
|
154,139
|
|
|
153,924
|
|
||
|
1,394,742
|
|
|
1,355,087
|
|
||
Accumulated depreciation
|
(553,371
|
)
|
|
(522,818
|
)
|
||
Property, plant and equipment, net
|
$
|
841,371
|
|
|
$
|
832,269
|
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
Total
|
||||||||
Balance as of December 31, 2016
|
$
|
121,996
|
|
|
$
|
10,753
|
|
|
$
|
34,692
|
|
|
$
|
167,441
|
|
Foreign exchange translation
|
30
|
|
|
128
|
|
|
289
|
|
|
447
|
|
||||
Balance as of March 31, 2017
|
$
|
122,026
|
|
|
$
|
10,881
|
|
|
$
|
34,981
|
|
|
$
|
167,888
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
Customer relationships
|
$
|
135,029
|
|
|
$
|
(76,374
|
)
|
|
$
|
58,655
|
|
Developed technology
|
8,801
|
|
|
(8,568
|
)
|
|
233
|
|
|||
Other
|
21,367
|
|
|
(2,057
|
)
|
|
19,310
|
|
|||
Balance as of March 31, 2017
|
$
|
165,197
|
|
|
$
|
(86,999
|
)
|
|
$
|
78,198
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
134,918
|
|
|
$
|
(73,088
|
)
|
|
$
|
61,830
|
|
Developed technology
|
8,762
|
|
|
(8,386
|
)
|
|
376
|
|
|||
Other
|
20,965
|
|
|
(1,808
|
)
|
|
19,157
|
|
|||
Balance as of December 31, 2016
|
$
|
164,645
|
|
|
$
|
(83,282
|
)
|
|
$
|
81,363
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Senior Notes
|
$
|
393,147
|
|
|
$
|
393,060
|
|
Term Loan
|
332,240
|
|
|
332,827
|
|
||
Other borrowings
|
36,553
|
|
|
37,032
|
|
||
Total debt
|
761,940
|
|
|
762,919
|
|
||
Less current portion
|
(33,470
|
)
|
|
(33,439
|
)
|
||
Total long-term debt
|
$
|
728,470
|
|
|
$
|
729,480
|
|
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.
|
|
March 31, 2017
|
|
December 31, 2016
|
|
Input
|
||||
Forward foreign exchange contracts - other current assets
|
$
|
1,482
|
|
|
$
|
764
|
|
|
Level 2
|
Forward foreign exchange contracts - accrued liabilities
|
(419
|
)
|
|
(535
|
)
|
|
Level 2
|
||
Interest rate swaps - other current assets
|
5
|
|
|
6
|
|
|
Level 2
|
||
Interest rate swaps - other assets
|
2
|
|
|
2
|
|
|
Level 2
|
||
Interest rate swaps - accrued liabilities
|
(1,805
|
)
|
|
(2,458
|
)
|
|
Level 2
|
||
Interest rate swaps - other liabilities
|
(392
|
)
|
|
(661
|
)
|
|
Level 2
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Aggregate fair value
|
$
|
738,998
|
|
|
$
|
735,850
|
|
Aggregate carrying value
(1)
|
$
|
739,150
|
|
|
$
|
740,000
|
|
|
Gain (loss) recognized in AOCI
|
||||||
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Foreign currency derivatives
|
$
|
941
|
|
|
$
|
(2,232
|
)
|
Interest rate swaps
|
126
|
|
|
(1,658
|
)
|
||
Total
|
$
|
1,067
|
|
|
$
|
(3,890
|
)
|
|
|
|
Gain (loss) reclassified from AOCI to income (effective portion)
|
|
Gain (loss) reclassified from AOCI to income (ineffective portion)
|
||||||||||||
|
|
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||||||||||
|
Location
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign currency derivatives
|
Cost of products sold
|
|
$
|
121
|
|
|
$
|
(209
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
Interest expense, net of interest income
|
|
(794
|
)
|
|
(795
|
)
|
|
85
|
|
|
—
|
|
||||
Total
|
|
|
$
|
(673
|
)
|
|
$
|
(1,004
|
)
|
|
$
|
85
|
|
|
$
|
—
|
|
|
Pension Benefits
|
||||||||||||||
|
Three Months Ended March 31,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Service cost
|
$
|
204
|
|
|
$
|
939
|
|
|
$
|
202
|
|
|
$
|
847
|
|
Interest cost
|
2,925
|
|
|
1,056
|
|
|
3,145
|
|
|
1,247
|
|
||||
Expected return on plan assets
|
(4,003
|
)
|
|
(657
|
)
|
|
(3,959
|
)
|
|
(769
|
)
|
||||
Amortization of prior service cost and actuarial loss
|
468
|
|
|
696
|
|
|
429
|
|
|
547
|
|
||||
Net periodic benefit (income) cost
|
$
|
(406
|
)
|
|
$
|
2,034
|
|
|
$
|
(183
|
)
|
|
$
|
1,872
|
|
|
Other Postretirement Benefits
|
||||||||||||||
|
Three Months Ended March 31,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Service cost
|
$
|
79
|
|
|
$
|
104
|
|
|
$
|
90
|
|
|
$
|
90
|
|
Interest cost
|
324
|
|
|
170
|
|
|
346
|
|
|
164
|
|
||||
Amortization of prior service credit and actuarial gain
|
(479
|
)
|
|
(4
|
)
|
|
(507
|
)
|
|
(15
|
)
|
||||
Other
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Net periodic benefit (income) cost
|
$
|
(75
|
)
|
|
$
|
270
|
|
|
$
|
(70
|
)
|
|
$
|
239
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Foreign currency losses
|
$
|
(672
|
)
|
|
$
|
(1,689
|
)
|
Secondary offering underwriting fees
|
—
|
|
|
(5,900
|
)
|
||
Losses on sales of receivables
|
(218
|
)
|
|
(227
|
)
|
||
Miscellaneous income
|
250
|
|
|
—
|
|
||
Other expense, net
|
$
|
(640
|
)
|
|
$
|
(7,816
|
)
|
|
Three Months Ended March 31,
|
|
||||||
|
2017
|
|
2016
|
|
||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
41,706
|
|
|
$
|
31,323
|
|
(1)
|
Increase in fair value of share-based awards
|
18
|
|
|
—
|
|
|
||
Diluted net income available to Cooper-Standard Holdings Inc. common stockholders
|
$
|
41,724
|
|
|
$
|
31,323
|
|
(1)
|
|
|
|
|
|
||||
Basic weighted average shares of common stock outstanding
|
17,742,994
|
|
|
17,442,364
|
|
|
||
Dilutive effect of common stock equivalents
|
1,229,556
|
|
|
1,304,236
|
|
(1)
|
||
Diluted weighted average shares of common stock outstanding
|
18,972,550
|
|
|
18,746,600
|
|
|
||
|
|
|
|
|
||||
Basic net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
2.35
|
|
|
$
|
1.80
|
|
(1)
|
|
|
|
|
|
||||
Diluted net income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
2.20
|
|
|
$
|
1.67
|
|
(1)
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
|
Cumulative currency translation adjustment
|
|
Benefit plan
liabilities |
|
Fair value change of derivatives
|
|
Total
|
||||||||
Balance as of December 31, 2016
|
$
|
(143,481
|
)
|
|
$
|
(97,612
|
)
|
|
$
|
(1,470
|
)
|
|
$
|
(242,563
|
)
|
Other comprehensive income (loss) before reclassifications
|
10,108
|
|
(1)
|
(657
|
)
|
(2)
|
726
|
|
(3)
|
10,177
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
464
|
|
(4)
|
367
|
|
(5)
|
831
|
|
||||
Balance as of March 31, 2017
|
$
|
(133,373
|
)
|
|
$
|
(97,805
|
)
|
|
$
|
(377
|
)
|
|
$
|
(231,555
|
)
|
(1)
|
Includes
$4,242
of other comprehensive income related to intra-entity foreign currency balances that are of a long-term investment nature.
|
(2)
|
Net of tax benefit of
$29
.
|
(3)
|
Net of tax expense of
$341
. See Note 8.
|
(4)
|
Includes actuarial losses of
$732
, offset by prior service credits of
$84
, net of tax of
$184
. See Note 10.
|
(5)
|
Net of tax benefit of
$221
. See Note 8.
|
|
Three Months Ended March 31, 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
|
18,266
|
|
(1)
|
(2,069
|
)
|
(2)
|
(2,748
|
)
|
(3)
|
13,449
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
345
|
|
(4)
|
673
|
|
(5)
|
1,018
|
|
||||
Balance as of March 31, 2016
|
$
|
(112,395
|
)
|
|
$
|
(85,848
|
)
|
|
$
|
(4,355
|
)
|
|
$
|
(202,598
|
)
|
(1)
|
Includes
$9,019
of other comprehensive loss related to intra-entity foreign currency balances that are of a long-term investment nature.
|
(2)
|
Net of tax benefit of
$121
.
|
(3)
|
Net of tax benefit of
$1,142
. See Note 8.
|
(4)
|
Includes actuarial losses of
$553
, offset by prior service credits of
$82
, net of tax of
$126
. See Note 10.
|
(5)
|
Net of tax benefit of
$331
. See Note 8.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Sales to external customers
|
|
|
|
||||
North America
|
$
|
484,238
|
|
|
$
|
449,701
|
|
Europe
|
261,506
|
|
|
269,326
|
|
||
Asia Pacific
|
132,591
|
|
|
127,079
|
|
||
South America
|
23,716
|
|
|
16,391
|
|
||
Consolidated
|
$
|
902,051
|
|
|
$
|
862,497
|
|
|
|
|
|
||||
Intersegment sales
|
|
|
|
||||
North America
|
$
|
3,598
|
|
|
$
|
3,649
|
|
Europe
|
3,581
|
|
|
3,351
|
|
||
Asia Pacific
|
831
|
|
|
1,319
|
|
||
South America
|
2
|
|
|
2
|
|
||
Eliminations
|
(8,012
|
)
|
|
(8,321
|
)
|
||
Consolidated
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Segment profit (loss)
|
|
|
|
||||
North America
|
$
|
62,281
|
|
|
$
|
54,233
|
|
Europe
|
(8,559
|
)
|
|
(2,608
|
)
|
||
Asia Pacific
|
3,477
|
|
|
2,500
|
|
||
South America
|
(2,805
|
)
|
|
(7,822
|
)
|
||
Consolidated income before income taxes
|
$
|
54,394
|
|
|
$
|
46,303
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Segment assets
|
|
|
|
||||
North America
|
$
|
1,005,052
|
|
|
$
|
985,809
|
|
Europe
|
536,960
|
|
|
582,385
|
|
||
Asia Pacific
|
589,393
|
|
|
611,849
|
|
||
South America
|
49,372
|
|
|
46,125
|
|
||
Eliminations and other
|
326,293
|
|
|
265,534
|
|
||
Consolidated
|
$
|
2,507,070
|
|
|
$
|
2,491,702
|
|
|
Three Months Ended March 31,
|
||||||
(In millions of units)
|
2017
(1)
|
|
2016
(1)
|
|
% Change
|
||
North America
|
4.6
|
|
|
4.5
|
|
|
2.5%
|
Europe
|
5.9
|
|
|
5.5
|
|
|
6.3%
|
Asia Pacific
(2)
|
12.5
|
|
|
11.9
|
|
|
5.3%
|
South America
|
0.7
|
|
|
0.6
|
|
|
19.0%
|
(1)
|
Production data based on IHS Automotive,
April 2017
.
|
(2)
|
Includes Greater China units of
6.9
and
6.5
for the
three months ended March 31, 2017
and
2016
, respectively.
|
|
Three Months Ended March 31,
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
|
(dollar amounts in thousands)
|
||||||||||
Sales
|
$
|
902,051
|
|
|
$
|
862,497
|
|
|
$
|
39,554
|
|
Cost of products sold
|
731,966
|
|
|
702,673
|
|
|
29,293
|
|
|||
Gross profit
|
170,085
|
|
|
159,824
|
|
|
10,261
|
|
|||
Selling, administration & engineering expenses
|
87,634
|
|
|
83,458
|
|
|
4,176
|
|
|||
Amortization of intangibles
|
3,595
|
|
|
3,278
|
|
|
317
|
|
|||
Impairment charges
|
4,270
|
|
|
—
|
|
|
4,270
|
|
|||
Restructuring charges
|
9,988
|
|
|
10,832
|
|
|
(844
|
)
|
|||
Other operating loss
|
—
|
|
|
155
|
|
|
(155
|
)
|
|||
Operating profit
|
64,598
|
|
|
62,101
|
|
|
2,497
|
|
|||
Interest expense, net of interest income
|
(11,239
|
)
|
|
(9,752
|
)
|
|
(1,487
|
)
|
|||
Equity in earnings of affiliates
|
1,675
|
|
|
1,770
|
|
|
(95
|
)
|
|||
Other expense, net
|
(640
|
)
|
|
(7,816
|
)
|
|
7,176
|
|
|||
Income before income taxes
|
54,394
|
|
|
46,303
|
|
|
8,091
|
|
|||
Income tax expense
|
11,890
|
|
|
14,766
|
|
|
(2,876
|
)
|
|||
Net income
|
42,504
|
|
|
31,537
|
|
|
10,967
|
|
|||
Net income attributable to noncontrolling interests
|
(798
|
)
|
|
(214
|
)
|
|
(584
|
)
|
|||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
41,706
|
|
|
$
|
31,323
|
|
|
$
|
10,383
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
|
(dollar amounts in thousands)
|
||||||||||
Sales to external customers
|
|
|
|
|
|
||||||
North America
|
$
|
484,238
|
|
|
$
|
449,701
|
|
|
$
|
34,537
|
|
Europe
|
261,506
|
|
|
269,326
|
|
|
(7,820
|
)
|
|||
Asia Pacific
|
132,591
|
|
|
127,079
|
|
|
5,512
|
|
|||
South America
|
23,716
|
|
|
16,391
|
|
|
7,325
|
|
|||
Consolidated
|
$
|
902,051
|
|
|
$
|
862,497
|
|
|
$
|
39,554
|
|
|
|
|
|
|
|
||||||
Segment profit (loss)
|
|
|
|
|
|
||||||
North America
|
$
|
62,281
|
|
|
$
|
54,233
|
|
|
$
|
8,048
|
|
Europe
|
(8,559
|
)
|
|
(2,608
|
)
|
|
(5,951
|
)
|
|||
Asia Pacific
|
3,477
|
|
|
2,500
|
|
|
977
|
|
|||
South America
|
(2,805
|
)
|
|
(7,822
|
)
|
|
5,017
|
|
|||
Consolidated income before income taxes
|
$
|
54,394
|
|
|
$
|
46,303
|
|
|
$
|
8,091
|
|
•
|
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 ABL Facility, Term Loan Facility and Senior Notes;
|
•
|
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 March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(dollar amounts in thousands)
|
||||||
Net income attributable to Cooper-Standard Holdings Inc.
|
$
|
41,706
|
|
|
$
|
31,323
|
|
Income tax expense
|
11,890
|
|
|
14,766
|
|
||
Interest expense, net of interest income
|
11,239
|
|
|
9,752
|
|
||
Depreciation and amortization
|
31,857
|
|
|
30,205
|
|
||
EBITDA
|
$
|
96,692
|
|
|
$
|
86,046
|
|
Restructuring charges
|
9,988
|
|
|
10,832
|
|
||
Impairment charges
(1)
|
4,270
|
|
|
—
|
|
||
Secondary offering underwriting fees and other expenses
(2)
|
—
|
|
|
6,500
|
|
||
Other
|
—
|
|
|
155
|
|
||
Adjusted EBITDA
|
$
|
110,950
|
|
|
$
|
103,533
|
|
(1)
|
Impairment charges related to fixed assets.
|
(2)
|
Fees and other expenses associated with the March 2016 secondary offering.
|
|
|
|
Exhibit
No.
|
|
Description of Exhibit
|
|
|
|
10.1*
|
|
Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan 2017 Performance Award Agreement (stock-settled award).
|
|
|
|
10.2*
|
|
Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan 2017 Performance Award Agreement (cash-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*
|
|
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to 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.
|
|
|
|
||
May 3, 2017
|
|
|
|
/S/ MATTHEW W. HARDT
|
Date
|
|
|
|
Matthew W. Hardt
Chief Financial Officer
(Principal Financial Officer)
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Exhibit
No.
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Description of Exhibit
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10.1*
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Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan 2017 Performance Award Agreement (stock-settled award).
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10.2*
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Form of Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan 2017 Performance Award Agreement (cash-settled award).
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31.1*
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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).
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31.2*
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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).
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32*
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Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS**
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XBRL Instance Document
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101.SCH**
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XBRL Taxonomy Extension Schema Document
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101.CAL**
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF**
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB**
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XBRL Taxonomy Label Linkbase Document
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101.PRE**
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Filed herewith.
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**
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Submitted electronically with the Report.
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COOPER-STANDARD HOLDINGS INC.
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By:
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Agreed and acknowledged as of the date first above written:
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Participant:
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COOPER-STANDARD HOLDINGS INC.
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By:
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Agreed and acknowledged as of the date first above written:
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Participant:
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I, Jeffrey S. Edwards, certify that:
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Cooper-Standard Holdings Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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Date: May 3, 2017
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By:
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/S/ JEFFREY S. EDWARDS
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Jeffrey S. Edwards
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Chairman and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Cooper-Standard Holdings Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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Date: May 3, 2017
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By:
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/S/ MATTHEW W. HARDT
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Matthew W. Hardt
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Chief Financial Officer
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(Principal Financial Officer)
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: May 3, 2017
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By:
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/S/ JEFFREY S. EDWARDS
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Jeffrey S. Edwards
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Chief Executive Officer
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(Principal Executive Officer)
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/S/ MATTHEW W. HARDT
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Matthew W. Hardt
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Chief Financial Officer
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(Principal Financial Officer)
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