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.)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.001 per share
|
|
CPS
|
|
New York Stock Exchange
|
Large accelerated filer
|
ý
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
Emerging growth company
|
¨
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
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|
|
|
|
Item 2.
|
||
Item 6.
|
||
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Sales
|
|
$
|
880,038
|
|
|
$
|
967,391
|
|
Cost of products sold
|
|
762,490
|
|
|
796,511
|
|
||
Gross profit
|
|
117,548
|
|
|
170,880
|
|
||
Selling, administration & engineering expenses
|
|
86,974
|
|
|
80,440
|
|
||
Amortization of intangibles
|
|
3,775
|
|
|
3,406
|
|
||
Restructuring charges
|
|
17,715
|
|
|
7,125
|
|
||
Operating profit
|
|
9,084
|
|
|
79,909
|
|
||
Interest expense, net of interest income
|
|
(11,932
|
)
|
|
(9,800
|
)
|
||
Equity in earnings of affiliates
|
|
2,358
|
|
|
1,687
|
|
||
Loss on refinancing and extinguishment of debt
|
|
—
|
|
|
(770
|
)
|
||
Other expense, net
|
|
(796
|
)
|
|
(1,719
|
)
|
||
(Loss) income before income taxes
|
|
(1,286
|
)
|
|
69,307
|
|
||
Income tax expense
|
|
2,331
|
|
|
11,891
|
|
||
Net (loss) income
|
|
(3,617
|
)
|
|
57,416
|
|
||
Net loss (income) attributable to noncontrolling interests
|
|
157
|
|
|
(624
|
)
|
||
Net (loss) income attributable to Cooper-Standard Holdings Inc.
|
|
$
|
(3,460
|
)
|
|
$
|
56,792
|
|
|
|
|
|
|
||||
(Loss) earnings per share:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.20
|
)
|
|
$
|
3.16
|
|
Diluted
|
|
$
|
(0.20
|
)
|
|
$
|
3.07
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net (loss) income
|
|
$
|
(3,617
|
)
|
|
$
|
57,416
|
|
Other comprehensive income:
|
|
|
|
|
||||
Currency translation adjustment
|
|
2,219
|
|
|
12,692
|
|
||
Benefit plan liabilities adjustment, net of tax
|
|
1,387
|
|
|
1,307
|
|
||
Fair value change of derivatives, net of tax
|
|
1,253
|
|
|
3,612
|
|
||
Other comprehensive income, net of tax
|
|
4,859
|
|
|
17,611
|
|
||
Comprehensive income
|
|
1,242
|
|
|
75,027
|
|
||
Comprehensive income attributable to noncontrolling interests
|
|
(247
|
)
|
|
(1,573
|
)
|
||
Comprehensive income attributable to Cooper-Standard Holdings Inc.
|
|
$
|
995
|
|
|
$
|
73,454
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
262,169
|
|
|
$
|
264,980
|
|
Accounts receivable, net
|
480,828
|
|
|
418,607
|
|
||
Tooling receivable
|
162,769
|
|
|
141,106
|
|
||
Inventories
|
186,272
|
|
|
175,572
|
|
||
Prepaid expenses
|
33,206
|
|
|
36,878
|
|
||
Other current assets
|
104,200
|
|
|
108,683
|
|
||
Assets held for sale
|
122,966
|
|
|
103,898
|
|
||
Total current assets
|
1,352,410
|
|
|
1,249,724
|
|
||
Property, plant and equipment, net
|
990,665
|
|
|
984,241
|
|
||
Operating lease right-of-use assets
|
92,508
|
|
|
—
|
|
||
Goodwill
|
142,106
|
|
|
143,681
|
|
||
Intangible assets, net
|
95,611
|
|
|
99,602
|
|
||
Other assets
|
141,522
|
|
|
145,855
|
|
||
Total assets
|
$
|
2,814,822
|
|
|
$
|
2,623,103
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Debt payable within one year
|
$
|
169,087
|
|
|
$
|
101,323
|
|
Accounts payable
|
452,979
|
|
|
452,320
|
|
||
Payroll liabilities
|
108,236
|
|
|
92,604
|
|
||
Accrued liabilities
|
107,707
|
|
|
98,907
|
|
||
Current operating lease liabilities
|
26,216
|
|
|
—
|
|
||
Liabilities held for sale
|
75,830
|
|
|
71,195
|
|
||
Total current liabilities
|
940,055
|
|
|
816,349
|
|
||
Long-term debt
|
738,077
|
|
|
729,805
|
|
||
Pension benefits
|
134,863
|
|
|
138,771
|
|
||
Postretirement benefits other than pensions
|
41,875
|
|
|
40,901
|
|
||
Long-term operating lease liabilities
|
68,905
|
|
|
—
|
|
||
Other liabilities
|
36,945
|
|
|
37,775
|
|
||
Total liabilities
|
1,960,720
|
|
|
1,763,601
|
|
||
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; 19,587,709 shares issued and 17,521,900 shares outstanding as of March 31, 2019, and 19,620,546 shares issued and 17,554,737 outstanding as of December 31, 2018
|
17
|
|
|
17
|
|
||
Additional paid-in capital
|
499,458
|
|
|
501,511
|
|
||
Retained earnings
|
565,864
|
|
|
576,025
|
|
||
Accumulated other comprehensive loss
|
(241,633
|
)
|
|
(246,088
|
)
|
||
Total Cooper-Standard Holdings Inc. equity
|
823,706
|
|
|
831,465
|
|
||
Noncontrolling interests
|
30,396
|
|
|
28,037
|
|
||
Total equity
|
854,102
|
|
|
859,502
|
|
||
Total liabilities and equity
|
$
|
2,814,822
|
|
|
$
|
2,623,103
|
|
|
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, 2018
|
17,554,737
|
|
|
$
|
17
|
|
|
$
|
501,511
|
|
|
$
|
576,025
|
|
|
$
|
(246,088
|
)
|
|
$
|
831,465
|
|
|
$
|
28,037
|
|
|
$
|
859,502
|
|
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,607
|
)
|
|
—
|
|
|
(2,607
|
)
|
|
—
|
|
|
(2,607
|
)
|
|||||||
Repurchase of common stock
|
(118,774
|
)
|
|
—
|
|
|
(2,057
|
)
|
|
(3,880
|
)
|
|
—
|
|
|
(5,937
|
)
|
|
—
|
|
|
(5,937
|
)
|
|||||||
Share-based compensation, net
|
85,937
|
|
|
—
|
|
|
4
|
|
|
(214
|
)
|
|
—
|
|
|
(210
|
)
|
|
—
|
|
|
(210
|
)
|
|||||||
Contribution from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,112
|
|
|
2,112
|
|
|||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,460
|
)
|
|
—
|
|
|
(3,460
|
)
|
|
(157
|
)
|
|
(3,617
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,455
|
|
|
4,455
|
|
|
404
|
|
|
4,859
|
|
|||||||
Balance as of March 31, 2019
|
17,521,900
|
|
|
$
|
17
|
|
|
$
|
499,458
|
|
|
$
|
565,864
|
|
|
$
|
(241,633
|
)
|
|
$
|
823,706
|
|
|
$
|
30,396
|
|
|
$
|
854,102
|
|
|
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, 2017
|
17,914,599
|
|
|
$
|
18
|
|
|
512,815
|
|
|
$
|
511,367
|
|
|
$
|
(197,631
|
)
|
|
$
|
826,569
|
|
|
$
|
28,520
|
|
|
$
|
855,089
|
|
|
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
8,639
|
|
|
(8,639
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation, net
|
151,288
|
|
|
—
|
|
|
(73
|
)
|
|
(4,714
|
)
|
|
—
|
|
|
(4,787
|
)
|
|
—
|
|
|
(4,787
|
)
|
|||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(2,682
|
)
|
|
—
|
|
|
—
|
|
|
(2,682
|
)
|
|
312
|
|
|
(2,370
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
56,792
|
|
|
—
|
|
|
56,792
|
|
|
624
|
|
|
57,416
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,662
|
|
|
16,662
|
|
|
949
|
|
|
17,611
|
|
|||||||
Balance as of March 31, 3018
|
18,065,887
|
|
|
$
|
18
|
|
|
$
|
510,060
|
|
|
$
|
572,084
|
|
|
$
|
(189,608
|
)
|
|
$
|
892,554
|
|
|
$
|
30,405
|
|
|
$
|
922,959
|
|
|
Balance as of December 31, 2018
|
|
Adjustments due to adoption of ASC 842
|
|
Balance as of January 1, 2019
|
||||||
|
|
|
|
|
|
||||||
Prepaid expenses
|
$
|
36,878
|
|
|
$
|
(2,704
|
)
|
|
$
|
34,174
|
|
Assets held for sale
|
103,898
|
|
|
9,559
|
|
|
113,457
|
|
|||
Operating lease right-of-use assets
|
—
|
|
|
102,268
|
|
|
102,268
|
|
|||
Accrued liabilities
|
98,907
|
|
|
(336
|
)
|
|
98,571
|
|
|||
Current operating lease liabilities
|
—
|
|
|
27,229
|
|
|
27,229
|
|
|||
Liabilities held for sale
|
71,195
|
|
|
9,561
|
|
|
80,756
|
|
|||
Long-term operating lease liabilities
|
—
|
|
|
75,276
|
|
|
75,276
|
|
|||
Retained earnings
|
576,025
|
|
|
(2,607
|
)
|
|
573,418
|
|
|
March 31, 2019
|
||
Assets held for sale
|
$
|
9,136
|
|
Operating lease right-of-use assets
|
92,508
|
|
|
Current operating lease liabilities
|
26,216
|
|
|
Liabilities held for sale
|
8,884
|
|
|
Long-term operating lease liabilities
|
68,905
|
|
Standard
|
Description
|
Impact
|
Effective Date
|
ASU 2017-12,
Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
|
Eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item.
|
Adoption resulted in the removal of the disclosure of the ineffective portion of the gain (loss) reclassified from Accumulated Other Comprehensive Income (“AOCI”) to income.
|
January 1, 2019
|
ASU 2018-16,
Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting
|
Adds the OIS rate based on SOFR as a U.S. benchmark interest rate to facilitate the LIBOR to SOFR transition and provide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies for both risk management and hedge accounting purposes.
|
No impact
|
January 1, 2019
|
Standard
|
Description
|
Impact
|
Effective Date
|
ASU 2018-13,
Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement
|
This amendment modifies the disclosure requirements for ASC Topic 820 by removing and modifying existing disclosure requirements as well as adding new disclosures.
|
The Company is undertaking a comprehensive evaluation of the impacts of adopting this standard and expects that the adoption of this standard will primarily result in additional quantitative disclosures for Level 3 fair value measurements.
|
January 1, 2020
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Accounts receivable, net
|
|
$
|
47,613
|
|
|
$
|
35,498
|
|
Tooling receivable
|
|
1,976
|
|
|
3,797
|
|
||
Inventories
|
|
14,149
|
|
|
13,774
|
|
||
Prepaid expenses
|
|
1,474
|
|
|
1,759
|
|
||
Other current assets
|
|
939
|
|
|
1,197
|
|
||
Property, plant and equipment, net
|
|
30,846
|
|
|
31,148
|
|
||
Operating lease right-of-use assets
|
|
9,136
|
|
|
—
|
|
||
Goodwill
|
|
13,500
|
|
|
13,500
|
|
||
Other assets
|
|
3,333
|
|
|
3,225
|
|
||
Total assets held for sale
|
|
$
|
122,966
|
|
|
$
|
103,898
|
|
|
|
|
|
|
||||
Accounts payable
|
|
$
|
41,546
|
|
|
$
|
38,065
|
|
Payroll liabilities
|
|
—
|
|
|
6,826
|
|
||
Accrued liabilities
|
|
573
|
|
|
1,000
|
|
||
Current operating lease liabilities
|
|
1,617
|
|
|
—
|
|
||
Pension benefits
|
|
15,993
|
|
|
15,894
|
|
||
Postretirement benefits other than pensions
|
|
8,696
|
|
|
9,281
|
|
||
Long-term operating lease liabilities
|
|
7,267
|
|
|
—
|
|
||
Other liabilities
|
|
138
|
|
|
129
|
|
||
Total liabilities related to assets held for sale
|
|
$
|
75,830
|
|
|
$
|
71,195
|
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
South America
|
|
Consolidated
|
||||||||||
Automotive
|
$
|
436,866
|
|
|
$
|
225,451
|
|
|
$
|
127,398
|
|
|
$
|
23,192
|
|
|
$
|
812,907
|
|
Commercial
|
6,339
|
|
|
8,425
|
|
|
—
|
|
|
23
|
|
|
14,787
|
|
|||||
Other
|
31,502
|
|
|
20,723
|
|
|
97
|
|
|
22
|
|
|
52,344
|
|
|||||
Revenue
|
$
|
474,707
|
|
|
$
|
254,599
|
|
|
$
|
127,495
|
|
|
$
|
23,237
|
|
|
$
|
880,038
|
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
South America
|
|
Consolidated
|
||||||||||
Automotive
|
$
|
488,737
|
|
|
$
|
260,656
|
|
|
$
|
149,169
|
|
|
$
|
26,450
|
|
|
$
|
925,012
|
|
Commercial
|
5,353
|
|
|
9,580
|
|
|
6
|
|
|
145
|
|
|
15,084
|
|
|||||
Other
|
5,088
|
|
|
22,165
|
|
|
—
|
|
|
42
|
|
|
27,295
|
|
|||||
Revenue
|
$
|
499,178
|
|
|
$
|
292,401
|
|
|
$
|
149,175
|
|
|
$
|
26,637
|
|
|
$
|
967,391
|
|
Product Line
|
|
Description
|
Sealing Systems
|
|
Protect vehicle interiors from weather, dust and noise intrusion for improved driving experience; provide aesthetic and functional class-A exterior surface treatment
|
Fuel & Brake Delivery Systems
|
|
Sense, deliver and control fluids to fuel and brake systems
|
Fluid Transfer Systems
|
|
Sense, deliver and control fluids and vapors for optimal powertrain & HVAC
operation
|
Anti-Vibration Systems
|
|
Control and isolate vibration and noise in the vehicle to improve ride and
handling
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
South America
|
|
Consolidated
|
||||||||||
Sealing systems
|
$
|
156,516
|
|
|
$
|
155,560
|
|
|
$
|
85,490
|
|
|
$
|
17,828
|
|
|
$
|
415,394
|
|
Fuel and brake delivery systems
|
131,703
|
|
|
35,298
|
|
|
25,191
|
|
|
5,335
|
|
|
197,527
|
|
|||||
Fluid transfer systems
|
113,448
|
|
|
22,798
|
|
|
15,361
|
|
|
74
|
|
|
151,681
|
|
|||||
Anti-vibration systems
|
56,457
|
|
|
20,649
|
|
|
1,453
|
|
|
—
|
|
|
78,559
|
|
|||||
Other
|
16,583
|
|
|
20,294
|
|
|
—
|
|
|
—
|
|
|
36,877
|
|
|||||
Consolidated
|
$
|
474,707
|
|
|
$
|
254,599
|
|
|
$
|
127,495
|
|
|
$
|
23,237
|
|
|
$
|
880,038
|
|
|
North America
|
|
Europe
|
|
Asia Pacific
|
|
South America
|
|
Consolidated
|
||||||||||
Sealing systems
|
$
|
172,811
|
|
|
$
|
184,452
|
|
|
$
|
117,890
|
|
|
$
|
19,909
|
|
|
$
|
495,062
|
|
Fuel and brake delivery systems
|
138,801
|
|
|
38,953
|
|
|
22,095
|
|
|
6,603
|
|
|
206,452
|
|
|||||
Fluid transfer systems
|
119,673
|
|
|
23,009
|
|
|
6,614
|
|
|
125
|
|
|
149,421
|
|
|||||
Anti-vibration systems
|
67,521
|
|
|
21,182
|
|
|
2,576
|
|
|
—
|
|
|
91,279
|
|
|||||
Other
|
372
|
|
|
24,805
|
|
|
—
|
|
|
—
|
|
|
25,177
|
|
|||||
Consolidated
|
$
|
499,178
|
|
|
$
|
292,401
|
|
|
$
|
149,175
|
|
|
$
|
26,637
|
|
|
$
|
967,391
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
Change
|
||||||
Contract assets
|
|
$
|
11,934
|
|
|
$
|
14,757
|
|
|
$
|
(2,823
|
)
|
Contract liabilities
|
|
(135
|
)
|
|
(143
|
)
|
|
8
|
|
|||
Net contract assets (liabilities)
|
|
$
|
11,799
|
|
|
$
|
14,614
|
|
|
$
|
(2,815
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
North America
|
$
|
7,133
|
|
|
$
|
1,104
|
|
Europe
|
7,553
|
|
|
5,529
|
|
||
Asia Pacific
|
2,886
|
|
|
438
|
|
||
South America
|
143
|
|
|
54
|
|
||
Total
|
$
|
17,715
|
|
|
$
|
7,125
|
|
|
Employee Separation Costs
|
|
Other Exit Costs
|
|
Total
|
||||||
Balance as of December 31, 2018
|
$
|
9,398
|
|
|
$
|
3,829
|
|
|
$
|
13,227
|
|
Expense
|
14,177
|
|
|
3,538
|
|
|
17,715
|
|
|||
Cash payments
|
(4,798
|
)
|
|
(2,107
|
)
|
|
(6,905
|
)
|
|||
Foreign exchange translation and other
|
(168
|
)
|
|
(520
|
)
|
|
(688
|
)
|
|||
Balance as of March 31, 2019
|
$
|
18,609
|
|
|
$
|
4,740
|
|
|
$
|
23,349
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Finished goods
|
$
|
55,061
|
|
|
$
|
50,999
|
|
Work in process
|
43,127
|
|
|
37,815
|
|
||
Raw materials and supplies
|
88,084
|
|
|
86,758
|
|
||
|
$
|
186,272
|
|
|
$
|
175,572
|
|
|
|
Three Months Ended March 31, 2019
|
||
Operating lease cost
|
|
$
|
8,680
|
|
Short-term lease cost
|
|
679
|
|
|
Variable lease cost
|
|
215
|
|
|
Finance lease cost:
|
|
|
||
Amortization of right-of-use assets
|
|
443
|
|
|
Interest on lease liabilities
|
|
455
|
|
|
Total lease cost
|
|
$
|
10,472
|
|
|
Three Months Ended March 31, 2019
|
||
Supplemental Cash Flows Information
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows for operating leases
|
$
|
8,656
|
|
Operating cash flows for finance leases
|
323
|
|
|
Financing cash flows for finance leases
|
267
|
|
|
Non-cash right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
164
|
|
|
Finance leases
|
9,452
|
|
|
|
|
||
Weighted Average Remaining Lease Term (in years)
|
|
||
Operating leases
|
5.5
|
|
|
Finance leases
|
12.0
|
|
|
|
|
||
Weighted Average Discount Rate
|
|
||
Operating leases
|
4.7
|
%
|
|
Finance leases
|
9.6
|
%
|
|
|
|
Year
|
|
Operating Leases
|
|
Finance Leases
|
||||
Remainder of 2019
|
|
$
|
24,480
|
|
|
$
|
2,056
|
|
2020
|
|
25,444
|
|
|
2,920
|
|
||
2021
|
|
17,580
|
|
|
2,717
|
|
||
2022
|
|
13,649
|
|
|
2,544
|
|
||
2023
|
|
11,844
|
|
|
2,305
|
|
||
Thereafter
|
|
25,897
|
|
|
21,494
|
|
||
Total future minimum lease payments
|
|
118,894
|
|
|
34,036
|
|
||
Less imputed interest
|
|
(14,889
|
)
|
|
(14,006
|
)
|
||
Total
|
|
$
|
104,005
|
|
|
$
|
20,030
|
|
|
|
|
|
|
||||
Amounts recognized in the condensed consolidated balance sheet as of March 31, 2019
|
||||||||
Debt payable within one year
|
|
$
|
—
|
|
|
$
|
1,937
|
|
Current operating lease liabilities
|
|
26,216
|
|
|
—
|
|
||
Liabilities held for sale
|
|
8,884
|
|
|
48
|
|
||
Long-term debt
|
|
—
|
|
|
18,045
|
|
||
Long-term operating lease liabilities
|
|
68,905
|
|
|
—
|
|
||
|
|
$
|
104,005
|
|
|
$
|
20,030
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Land and improvements
|
$
|
72,210
|
|
|
$
|
72,931
|
|
Buildings and improvements
|
314,061
|
|
|
313,722
|
|
||
Machinery and equipment
|
1,097,801
|
|
|
1,076,369
|
|
||
Construction in progress
|
194,401
|
|
|
192,533
|
|
||
|
1,678,473
|
|
|
1,655,555
|
|
||
Accumulated depreciation
|
(687,808
|
)
|
|
(671,314
|
)
|
||
Property, plant and equipment, net
|
$
|
990,665
|
|
|
$
|
984,241
|
|
|
North America
|
||
Balance as of December 31, 2018
|
$
|
143,681
|
|
Acquisitions
|
(1,689
|
)
|
|
Foreign exchange translation
|
114
|
|
|
Balance as of March 31, 2019
|
$
|
142,106
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
Customer relationships
|
$
|
156,884
|
|
|
$
|
(102,524
|
)
|
|
$
|
54,360
|
|
Other
|
46,170
|
|
|
(4,919
|
)
|
|
41,251
|
|
|||
Balance as of March 31, 2019
|
$
|
203,054
|
|
|
$
|
(107,443
|
)
|
|
$
|
95,611
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
157,286
|
|
|
$
|
(98,937
|
)
|
|
$
|
58,349
|
|
Other
|
45,401
|
|
|
(4,148
|
)
|
|
41,253
|
|
|||
Balance as of December 31, 2018
|
$
|
202,687
|
|
|
$
|
(103,085
|
)
|
|
$
|
99,602
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||
Senior Notes
|
394,578
|
|
|
394,399
|
|
Term Loan
|
327,879
|
|
|
328,485
|
|
ABL Facility
|
75,000
|
|
|
50,000
|
|
Finance leases
|
19,982
|
|
|
10,297
|
|
Other borrowings
|
89,725
|
|
|
47,947
|
|
Total debt
|
907,164
|
|
|
831,128
|
|
Less current portion
|
(169,087
|
)
|
|
(101,323
|
)
|
Total long-term debt
|
738,077
|
|
|
729,805
|
|
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, 2019
|
|
December 31, 2018
|
||||
Aggregate fair value
|
$
|
681,656
|
|
|
$
|
684,687
|
|
Aggregate carrying value
(1)
|
732,350
|
|
|
733,200
|
|
|
Gain Recognized in OCI
|
|||||||
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Forward foreign exchange contracts
|
|
$
|
1,943
|
|
|
$
|
4,925
|
|
Interest rate swaps
|
|
—
|
|
|
338
|
|
||
Total
|
|
$
|
1,943
|
|
|
$
|
5,263
|
|
|
|
|
Gain (Loss) Reclassified from AOCI to Income
|
||||||
|
|
|
Three Months Ended March 31,
|
||||||
|
Classification
|
|
2019
|
|
2018
|
||||
Forward foreign exchange contracts
|
Cost of products sold
|
|
$
|
325
|
|
|
$
|
485
|
|
Interest rate swaps
|
Interest expense, net of interest income
|
|
—
|
|
|
(211
|
)
|
||
Total
|
|
|
$
|
325
|
|
|
$
|
274
|
|
|
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Off-balance sheet arrangements
|
$
|
94,805
|
|
|
$
|
100,409
|
|
|
Off-Balance Sheet Arrangements
|
|||||||
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Accounts receivable factored
|
|
$
|
173,703
|
|
|
$
|
216,571
|
|
Costs
|
|
325
|
|
|
400
|
|
|
Pension Benefits
|
||||||||||||||
|
Three Months Ended March 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Service cost
|
$
|
189
|
|
|
$
|
1,111
|
|
|
$
|
213
|
|
|
$
|
1,096
|
|
Interest cost
|
2,952
|
|
|
1,060
|
|
|
2,706
|
|
|
1,070
|
|
||||
Expected return on plan assets
|
(4,155
|
)
|
|
(595
|
)
|
|
(4,354
|
)
|
|
(632
|
)
|
||||
Amortization of prior service cost and actuarial loss
|
781
|
|
|
616
|
|
|
601
|
|
|
688
|
|
||||
Net periodic benefit (income) cost
|
$
|
(233
|
)
|
|
$
|
2,192
|
|
|
$
|
(834
|
)
|
|
$
|
2,222
|
|
|
Other Postretirement Benefits
|
||||||||||||||
|
Three Months Ended March 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Service cost
|
$
|
41
|
|
|
$
|
117
|
|
|
$
|
77
|
|
|
$
|
126
|
|
Interest cost
|
259
|
|
|
203
|
|
|
300
|
|
|
198
|
|
||||
Amortization of prior service credit and actuarial gain
|
(742
|
)
|
|
38
|
|
|
(418
|
)
|
|
77
|
|
||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Net periodic benefit (income) cost
|
$
|
(442
|
)
|
|
$
|
358
|
|
|
$
|
(40
|
)
|
|
$
|
401
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Foreign currency losses
|
$
|
(284
|
)
|
|
$
|
(1,588
|
)
|
Components of net periodic benefit cost other than service cost
|
(417
|
)
|
|
(237
|
)
|
||
Losses on sales of receivables
|
(325
|
)
|
|
(325
|
)
|
||
Miscellaneous income
|
230
|
|
|
431
|
|
||
Other expense, net
|
$
|
(796
|
)
|
|
$
|
(1,719
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Income tax expense
|
$
|
2,331
|
|
|
$
|
11,891
|
|
(Loss) income before income taxes
|
(1,286
|
)
|
|
69,307
|
|
||
Effective tax rate
|
(181
|
)%
|
|
17
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net (loss) income attributable to Cooper-Standard Holdings Inc.
|
$
|
(3,460
|
)
|
|
$
|
56,792
|
|
Decrease in fair value of share-based awards
|
—
|
|
|
1
|
|
||
Diluted net (loss) income available to Cooper-Standard Holdings Inc. common stockholders
|
$
|
(3,460
|
)
|
|
$
|
56,793
|
|
|
|
|
|
||||
Basic weighted average shares of common stock outstanding
|
17,535,195
|
|
|
17,991,488
|
|
||
Dilutive effect of common stock equivalents
|
—
|
|
|
519,625
|
|
||
Diluted weighted average shares of common stock outstanding
|
17,535,195
|
|
|
18,511,113
|
|
||
|
|
|
|
||||
Basic net (loss) income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
(0.20
|
)
|
|
$
|
3.16
|
|
|
|
|
|
||||
Diluted net (loss) income per share attributable to Cooper-Standard Holdings Inc.
|
$
|
(0.20
|
)
|
|
$
|
3.07
|
|
|
Three Months Ended March 31,
|
|
||||||
|
2019
|
|
2018
|
|
||||
Foreign currency translation adjustment
|
|
|
|
|
||||
Balance at beginning of period
|
$
|
(141,255
|
)
|
|
$
|
(95,485
|
)
|
|
Other comprehensive income before reclassifications
|
1,815
|
|
(1)
|
11,743
|
|
(1)
|
||
Balance at end of period
|
$
|
(139,440
|
)
|
|
$
|
(83,742
|
)
|
|
Benefit plan liabilities
|
|
|
|
|
||||
Balance at beginning of period
|
$
|
(104,375
|
)
|
|
$
|
(100,749
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
877
|
|
(2)
|
(575
|
)
|
(2)
|
||
Amounts reclassified from accumulated other comprehensive income (loss)
|
510
|
|
(3)
|
(6,687
|
)
|
(4)
|
||
Balance at end of period
|
$
|
(102,988
|
)
|
|
$
|
(108,011
|
)
|
|
Fair value change of derivatives
|
|
|
|
|
||||
Balance at beginning of period
|
$
|
(458
|
)
|
|
$
|
(1,397
|
)
|
|
Other comprehensive income before reclassifications
|
1,490
|
|
(5)
|
3,982
|
|
(5)
|
||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(237
|
)
|
(6)
|
(440
|
)
|
(6)
|
||
Balance at end of period
|
$
|
795
|
|
|
$
|
2,145
|
|
|
Accumulated other comprehensive loss, ending balance
|
$
|
(241,633
|
)
|
|
$
|
(189,608
|
)
|
|
(1)
|
Includes other comprehensive income (loss) related to intra-entity foreign currency balances that are of a long-term investment nature of
$2,814
and
$2,287
for the
three months ended March 31, 2019
and
2018
, respectively.
|
(2)
|
Net of tax expense (benefit) of
$11
and
$(286)
for the
three months ended March 31, 2019
and
2018
, respectively.
|
(3)
|
Includes the effect of the amortization of prior service credits of
$79
, offset by the amortization of actuarial losses of
$773
, net of tax of
$184
. See
Note 14. "Pension and Postretirement Benefits Other Than Pensions"
.
|
(4)
|
Includes the effect of the adoption of ASU 2018-12 of
$8,569
and the amortization of prior service credits of
$78
, offset by curtailment loss of
$1,188
and the amortization of actuarial losses of
$1,025
, net of tax of
$253
. See
Note 14. "Pension and Postretirement Benefits Other Than Pensions"
.
|
(5)
|
Net of tax expense (benefit) of
$453
and
$1,281
for the
three months ended March 31, 2019
and
2018
, respectively. See
Note 12. "Fair Value Measurements and Financial Instruments"
.
|
(6)
|
Includes the effect of the adoption of ASU 2018-02 of
$70
for the three months ended March 31, 2018, net of tax expense (benefit) of
$88
and
$113
for the
three months ended March 31, 2019
and
2018
, respectively. See
Note 12. "Fair Value Measurements and Financial Instruments"
.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Sales
(1)
|
$
|
7,434
|
|
|
$
|
8,073
|
|
Purchases
(2)
|
325
|
|
|
174
|
|
||
Dividends received
(3)
|
4,917
|
|
|
4,508
|
|
|
|
2019
|
|
2018
|
||||||||||||||||||||
Three Months Ended March 31, 2019
|
|
External Sales
|
|
Intersegment Sales
|
|
Adjusted EBITDA
|
|
External Sales
|
|
Intersegment Sales
|
|
Adjusted EBITDA
|
||||||||||||
North America
|
|
$
|
474,707
|
|
|
$
|
3,451
|
|
|
$
|
57,564
|
|
|
$
|
499,178
|
|
|
$
|
3,626
|
|
|
$
|
86,776
|
|
Europe
|
|
254,599
|
|
|
3,085
|
|
|
9,441
|
|
|
292,401
|
|
|
3,707
|
|
|
22,968
|
|
||||||
Asia Pacific
|
|
127,495
|
|
|
741
|
|
|
767
|
|
|
149,175
|
|
|
1,719
|
|
|
13,490
|
|
||||||
South America
|
|
23,237
|
|
|
5
|
|
|
(1,386
|
)
|
|
26,637
|
|
|
14
|
|
|
(597
|
)
|
||||||
Eliminations and other
|
|
—
|
|
|
(7,282
|
)
|
|
—
|
|
|
—
|
|
|
(9,066
|
)
|
|
—
|
|
||||||
Consolidated
|
|
$
|
880,038
|
|
|
$
|
—
|
|
|
$
|
66,386
|
|
|
$
|
967,391
|
|
|
$
|
—
|
|
|
$
|
122,637
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Adjusted EBITDA
|
|
$
|
66,386
|
|
|
$
|
122,637
|
|
Restructuring charges
|
|
(17,715
|
)
|
|
(7,125
|
)
|
||
Project costs
|
|
(1,263
|
)
|
|
—
|
|
||
Loss on refinancing and extinguishment of debt
|
|
—
|
|
|
(770
|
)
|
||
EBITDA
|
|
$
|
47,408
|
|
|
$
|
114,742
|
|
Income tax expense
|
|
(2,331
|
)
|
|
(11,891
|
)
|
||
Interest expense, net of interest income
|
|
(11,932
|
)
|
|
(9,800
|
)
|
||
Depreciation and amortization
|
|
(36,605
|
)
|
|
(36,259
|
)
|
||
Net (loss) income attributable to Cooper-Standard Holdings Inc.
|
|
$
|
(3,460
|
)
|
|
$
|
56,792
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Segment assets
|
|
|
|
||||
North America
|
$
|
1,271,547
|
|
|
$
|
1,174,604
|
|
Europe
|
604,943
|
|
|
541,495
|
|
||
Asia Pacific
|
660,331
|
|
|
616,093
|
|
||
South America
|
61,744
|
|
|
54,629
|
|
||
Eliminations and other
|
216,257
|
|
|
236,282
|
|
||
Consolidated
|
$
|
2,814,822
|
|
|
$
|
2,623,103
|
|
|
Three Months Ended March 31,
|
||||||
(In millions of units)
|
2019
(1)
|
|
2018
(1)
|
|
% Change
|
||
North America
|
4.3
|
|
|
4.4
|
|
|
(2.5)%
|
Europe
|
5.6
|
|
|
5.9
|
|
|
(4.9)%
|
Asia Pacific
(2)
|
11.5
|
|
|
12.5
|
|
|
(7.5)%
|
South America
|
0.8
|
|
|
0.8
|
|
|
(4.7)%
|
(1)
|
Production data based on IHS Automotive,
April 2019
.
|
(2)
|
Includes Greater China units of
5.9
million and
6.8
million for the
three months ended March 31, 2019
and
2018
, respectively.
|
|
Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
|
(dollar amounts in thousands)
|
||||||||||
Sales
|
$
|
880,038
|
|
|
$
|
967,391
|
|
|
$
|
(87,353
|
)
|
Cost of products sold
|
762,490
|
|
|
796,511
|
|
|
(34,021
|
)
|
|||
Gross profit
|
117,548
|
|
|
170,880
|
|
|
(53,332
|
)
|
|||
Selling, administration & engineering expenses
|
86,974
|
|
|
80,440
|
|
|
6,534
|
|
|||
Amortization of intangibles
|
3,775
|
|
|
3,406
|
|
|
369
|
|
|||
Restructuring charges
|
17,715
|
|
|
7,125
|
|
|
10,590
|
|
|||
Operating profit
|
9,084
|
|
|
79,909
|
|
|
(70,825
|
)
|
|||
Interest expense, net of interest income
|
(11,932
|
)
|
|
(9,800
|
)
|
|
(2,132
|
)
|
|||
Equity in earnings of affiliates
|
2,358
|
|
|
1,687
|
|
|
671
|
|
|||
Loss on refinancing and extinguishment of debt
|
—
|
|
|
(770
|
)
|
|
770
|
|
|||
Other expense, net
|
(796
|
)
|
|
(1,719
|
)
|
|
923
|
|
|||
(Loss) income before income taxes
|
(1,286
|
)
|
|
69,307
|
|
|
(70,593
|
)
|
|||
Income tax expense
|
2,331
|
|
|
11,891
|
|
|
(9,560
|
)
|
|||
Net (loss) income
|
(3,617
|
)
|
|
57,416
|
|
|
(61,033
|
)
|
|||
Net loss (income) attributable to noncontrolling interests
|
157
|
|
|
(624
|
)
|
|
781
|
|
|||
Net (loss) income attributable to Cooper-Standard Holdings Inc.
|
$
|
(3,460
|
)
|
|
$
|
56,792
|
|
|
$
|
(60,252
|
)
|
|
Three Months Ended March 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
|
Volume / Mix*
|
|
Foreign Exchange
|
|
Other**
|
||||||||||||
|
(dollar amounts in thousands)
|
|||||||||||||||||||||||
Total sales
|
$
|
880,038
|
|
|
$
|
967,391
|
|
|
$
|
(87,353
|
)
|
|
|
$
|
(105,890
|
)
|
|
$
|
(36,540
|
)
|
|
$
|
55,077
|
|
|
Three Months Ended March 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
|
Volume / Mix*
|
|
Foreign Exchange
|
|
Cost Increases / (Decreases)**
|
||||||||||||
|
(dollar amounts in thousands)
|
|||||||||||||||||||||||
Cost of products sold
|
$
|
762,490
|
|
|
$
|
796,511
|
|
|
$
|
(34,021
|
)
|
|
|
$
|
(48,719
|
)
|
|
$
|
(33,635
|
)
|
|
$
|
48,333
|
|
Gross profit
|
117,548
|
|
|
170,880
|
|
|
(53,332
|
)
|
|
|
(57,171
|
)
|
|
(2,905
|
)
|
|
6,744
|
|
||||||
Gross profit percentage of sales
|
13.4
|
%
|
|
17.7
|
%
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
|
Volume / Mix
*
|
|
Foreign Exchange
|
|
Other
|
||||||||||||
|
(dollar amounts in thousands)
|
|||||||||||||||||||||||
Sales to external customers
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
474,707
|
|
|
$
|
499,178
|
|
|
$
|
(24,471
|
)
|
|
|
$
|
(56,899
|
)
|
|
$
|
(3,440
|
)
|
|
$
|
35,868
|
|
Europe
|
254,599
|
|
|
292,401
|
|
|
(37,802
|
)
|
|
|
(17,456
|
)
|
|
(21,169
|
)
|
|
823
|
|
||||||
Asia Pacific
|
127,495
|
|
|
149,175
|
|
|
(21,680
|
)
|
|
|
(31,965
|
)
|
|
(8,101
|
)
|
|
18,386
|
|
||||||
South America
|
23,237
|
|
|
26,637
|
|
|
(3,400
|
)
|
|
|
430
|
|
|
(3,830
|
)
|
|
—
|
|
||||||
Consolidated
|
$
|
880,038
|
|
|
$
|
967,391
|
|
|
$
|
(87,353
|
)
|
|
|
$
|
(105,890
|
)
|
|
$
|
(36,540
|
)
|
|
$
|
55,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
The impact of foreign currency exchange primarily relates to the Euro, Chinese Renminbi, Brazilian Real, Mexican Peso and the Canadian Dollar.
|
•
|
Other includes the net impact of acquisitions.
|
|
Three Months Ended March 31,
|
|
|
Variance Due To:
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
|
Volume / Mix
*
|
|
Foreign Exchange
|
|
Cost (Increases) / Decreases
|
|
Other
|
||||||||||||||
|
(dollar amounts in thousands)
|
|||||||||||||||||||||||||||
Segment adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
North America
|
$
|
57,564
|
|
|
$
|
86,776
|
|
|
$
|
(29,212
|
)
|
|
|
$
|
(29,496
|
)
|
|
$
|
(2,631
|
)
|
|
$
|
(1,768
|
)
|
|
$
|
4,683
|
|
Europe
|
9,441
|
|
22,968
|
|
(13,527
|
)
|
|
|
(10,299
|
)
|
|
(1,930
|
)
|
|
(964
|
)
|
|
(334
|
)
|
|||||||||
Asia Pacific
|
767
|
|
13,490
|
|
(12,723
|
)
|
|
|
(17,908
|
)
|
|
1,255
|
|
|
2,878
|
|
|
1,052
|
|
|||||||||
South America
|
(1,386)
|
|
(597)
|
|
(789
|
)
|
|
|
532
|
|
|
(324
|
)
|
|
(997
|
)
|
|
—
|
|
|||||||||
Consolidated adjusted EBITDA
|
$
|
66,386
|
|
|
$
|
122,637
|
|
|
$
|
(56,251
|
)
|
|
|
$
|
(57,171
|
)
|
|
$
|
(3,630
|
)
|
|
$
|
(851
|
)
|
|
$
|
5,401
|
|
•
|
The impact of foreign currency exchange is primarily driven by the Canadian Dollar, Mexican Peso, Chinese Renminbi and Euro.
|
•
|
The Cost (Increases) / Decreases category above includes:
|
◦
|
The increase in material cost pressure and general inflation;
|
◦
|
Launch related activity for engineering, prototypes and tooling;
|
◦
|
Net operational efficiencies of $25.0 million primarily driven by our North America and Europe segments;
|
•
|
Other includes the net impact of acquisitions.
|
•
|
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,
|
||||||
|
|
2019
|
|
2018
|
||||
|
(dollar amounts in thousands)
|
|||||||
Net (loss) income attributable to Cooper-Standard Holdings Inc.
|
|
$
|
(3,460
|
)
|
|
$
|
56,792
|
|
Income tax expense
|
|
2,331
|
|
|
11,891
|
|
||
Interest expense, net of interest income
|
|
11,932
|
|
|
9,800
|
|
||
Depreciation and amortization
|
|
36,605
|
|
|
36,259
|
|
||
EBITDA
|
|
$
|
47,408
|
|
|
$
|
114,742
|
|
Restructuring charges
|
|
17,715
|
|
|
7,125
|
|
||
Project costs
(1)
|
|
1,263
|
|
|
—
|
|
||
Loss on refinancing and extinguishment of debt
(2)
|
|
—
|
|
|
770
|
|
||
Adjusted EBITDA
|
|
$
|
66,386
|
|
|
$
|
122,637
|
|
(1)
|
Project costs related to acquisitions and planned divestiture.
|
(2)
|
Loss on refinancing and extinguishment of debt related to the applicable amendment of the Term Loan Facility entered into during such period.
|
Period
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
(2)
|
|
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)
|
||||
January 1, 2019 through January 31, 2019
|
|
85,131
|
|
|
69.83
|
|
|
85,000
|
|
|
128.7
|
|
February 1, 2019 through February 28, 2019
|
|
38,217
|
|
|
66.26
|
|
|
—
|
|
|
128.7
|
|
March 1, 2019 through March 31, 2019
|
|
402
|
|
|
58.18
|
|
|
—
|
|
|
128.7
|
|
Total
|
|
123,750
|
|
|
|
|
85,000
|
|
|
128.7
|
|
(1)
|
Includes shares repurchased by the Company to satisfy employee tax withholding requirements due upon the vesting of restricted stock awards.
|
(2)
|
Excluding commissions.
|
|
|
|
Exhibit
No.
|
|
Description of Exhibit
|
10.1*
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
10.3*
|
|
|
|
|
|
10.4*
|
|
|
|
|
|
10.5*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32**
|
|
|
|
|
|
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 with this Report.
|
**
|
Furnished with this Report.
|
***
|
Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
|
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
|
|
|
||
May 2, 2019
|
|
|
|
/S/ JONATHAN P. BANAS
|
Date
|
|
|
|
Jonathan P. Banas
Chief Financial Officer
(Principal Financial Officer)
|
1.
|
Grant of the Options
. The Company hereby grants to the Participant Options to purchase #Granted Shares on the terms and conditions set forth in this Agreement. The purchase price of the Shares subject to the Options shall be US $Option Price per Share (the “Option Price”). The Options are not intended to be treated as incentive stock options that comply with Section 422 of the Code.
|
2.
|
Vesting
.
|
3.
|
Exercise and Expiration of Option
.
|
4.
|
No Right to Continued Employment or Future Awards
. The granting of the Options shall impose no obligation on the Company or any of its Affiliates to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of the Participant. In addition, the granting of the Options shall impose no obligation on the Company or any of its Affiliates to make awards under the Plan to the Participant in the future.
|
5.
|
Transferability
. In accordance with the Plan, the Participant shall have the right to designate a beneficiary who will be entitled to exercise the Options, to the extent vested, following the Participant's death, all in the manner and to the extent set forth in this Agreement. The Participant may designate a beneficiary pursuant to procedures established by the Company (or the Plan’s administrative service provider). The Participant may change the beneficiary designation at any time. The last designation on file with the Plan’s administrative service provider as of the date of the Participant’s death shall be effective. If no designation of beneficiary is made, then any vested Options shall be exercisable following the Participant’s death by the Participant’s legal representative pursuant to his or her will or the laws of descent and distribution, all in the manner and to the extent set forth in this Agreement. The Participant cannot otherwise sell, transfer, or dispose of or pledge or hypothecate or assign the unvested Options.
|
6.
|
Taxes
. The Company and its Affiliates shall have the right and are hereby authorized to withhold, any applicable withholding taxes in respect of the Options, their exercise or any payment or transfer under or with respect to the Options and to take such other action as may be necessary to satisfy all obligations for the payment of such withholding taxes, including by deducting cash (or requiring an Affiliate to deduct cash) from any payments of any kind otherwise due to the Participant, or, withholding Shares otherwise deliverable hereunder to satisfy such tax obligations.
|
7.
|
Securities Laws
. Upon the acquisition of any Shares pursuant to the exercise of the Options, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.
|
8.
|
Notices
. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may designate in writing to the other. Any such notice shall be deemed effective upon receipt by the addressee.
|
9.
|
Choice of Law
.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.
|
10.
|
Options Subject to Plan
. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Options are subject to the Plan. The terms and provisions of the Plan as they may be amended from time to time are incorporated herein by reference. In the event of a conflict between any term or provision in this Agreement and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern.
|
11.
|
Recoupment
. This Award, and any Shares issued or other compensation received by the Participant under this Award, shall be subject to the provisions of any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation or listing standard that requires the Company to recoup or clawback compensation paid under this Award.
|
12.
|
Amendments
. The Company may amend this Award at any time, provided that the Participant’s consent to any amendment is required to the extent the amendment materially diminishes the rights of the Participant or cancels the Award. Notwithstanding the foregoing, the Company need not obtain Participant (or other interested party) consent for: (a) the adjustment or cancellation of an Award pursuant to the adjustment provisions of the Plan; (b) the modification of the Award to the extent deemed necessary to comply with any applicable law, the listing requirements of any principal securities exchange or market on which the Shares are then traded; (c) the modification of the Award to preserve favorable accounting or tax treatment of the Award for the Company; or (d) the modification of the Award to the extent the Committee determines that such action does not materially and adversely affect the value of an Award or that such action is in the best interest of the affected Participant or any other person(s) as may then have an interest in the Award.
|
13.
|
Committee Interpretation
. As a condition to the grant of this Award, the Participant agrees (with such agreement being binding upon the Participant’s legal representatives, guardians, legatees or beneficiaries) that this Agreement will be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement or the Plan, and any determination made by the Committee under this Agreement or the Plan, will be final, binding and conclusive.
|
14.
|
Data Privacy Consent
. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other option grant materials (“Data”) by and among, as applicable, the Company and its affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and the Company's affiliates may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The Participant understands that Data will be transferred to a designated third party external broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States or otherwise) may have different data privacy laws and regulations and thus the level of data protection provided may not be equivalent to the one offered in Participant’s country of residence.
|
15.
|
Signature in Counterparts
. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument.
|
|
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Agreed and acknowledged as of the date first above written:
|
|
|
|
|
|
Participant: Participant Name
|
|
Company Relative TSR as a Percentile of Median TSR of Comparator Group
|
Modification of Potential Number of PUs Vesting
|
25
th
Percentile or less
|
0.75x
|
26
th
Percentile to 74
th
Percentile
|
1.00x
|
75
th
Percentile or greater
|
1.25x*
|
|
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Agreed and acknowledged as of the date first above written:
|
|
|
|
|
|
Participant: Participant Name
|
|
•
|
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 the Company and the Comparator Group companies)
|
▪
|
TSR Ending Stock Price Calculation
- average closing stock price for the last 20 trading days of the Performance Period (for the Company and the Comparator Group companies)
|
▪
|
Treatment of Dividends in TSR Calculation
- TSR calculation will assume reinvestment of dividends on the ex-dividend date (for the Company and the Comparator Group companies, where applicable)
|
▪
|
Exchange Rate
- TSR and dividends (if applicable) of companies in the Comparator Group that are traded on international exchanges will be converted to USD using a published exchange rate on (1) each trading day prior to the beginning of the Performance Period to determine TSR Beginning Stock Price and (2) each trading day during the end of the Performance Period to determine TSR Ending Stock Price.
|
•
|
Comparator Group
: The Comparator Group comprises the following 21 companies:
|
Adient plc
|
American Axle & Manufacturing Holdings, Inc.
|
Aptiv PLC
|
Autoliv, Inc.
|
BorgWarner Inc.
|
Cooper Tire & Rubber Company
|
Dana Incorporated
|
Garrett Motion Inc.
|
Gentex Corporation
|
LCI Industries
|
Lear Corporation
|
Linamar Corporation
|
Magna International Inc.
|
Martinrea International Inc.
|
Standard Motor Products Inc.
|
Tenneco Inc.
|
TI Fluid Systems plc
|
The Goodyear Tire & Rubber Company
|
Tower International, Inc.
|
Veoneer, Inc.
|
Visteon Corporation
|
•
|
Changes in the Comparator Group During Performance Period
: The Comparator Group will be fixed based on the constituents at the beginning of the Performance Period; the following adjustments will apply to ensure a balanced/fair assessment of relative performance:
|
▪
|
Comparator Group companies that are acquired/merged during the Performance Period will be removed when calculating the Company’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 the Company’s relative TSR percentile rank
|
Company Relative TSR as a Percentile of Median TSR of Comparator Group
|
Modification of Potential Number of PUs Vesting
|
25
th
Percentile or less
|
0.75x
|
26
th
Percentile to 74
th
Percentile
|
1.00x
|
75
th
Percentile or greater
|
1.25x*
|
|
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Agreed and acknowledged as of the date first above written:
|
|
|
|
|
|
Participant: Participant Name
|
|
•
|
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 the Company and the Comparator Group companies)
|
▪
|
TSR Ending Stock Price Calculation
- average closing stock price for the last 20 trading days of the Performance Period (for the Company and the Comparator Group companies)
|
▪
|
Treatment of Dividends in TSR Calculation
- TSR calculation will assume reinvestment of dividends on the ex-dividend date (for the Company and the Comparator Group companies, where applicable)
|
▪
|
Exchange Rate
- TSR and dividends (if applicable) of companies in the Comparator Group that are traded on international exchanges will be converted to USD using a published exchange rate on (1) each trading day prior to the beginning of the Performance Period to determine TSR Beginning Stock Price and (2) each trading day during the end of the Performance Period to determine TSR Ending Stock Price.
|
•
|
Comparator Group
: The Comparator Group comprises the following 21 companies:
|
Adient plc
|
American Axle & Manufacturing Holdings, Inc.
|
Aptiv PLC
|
Autoliv, Inc.
|
BorgWarner Inc.
|
Cooper Tire & Rubber Company
|
Dana Incorporated
|
Garrett Motion Inc.
|
Gentex Corporation
|
LCI Industries
|
Lear Corporation
|
Linamar Corporation
|
Magna International Inc.
|
Martinrea International Inc.
|
Standard Motor Products Inc.
|
Tenneco Inc.
|
TI Fluid Systems plc
|
The Goodyear Tire & Rubber Company
|
Tower International, Inc.
|
Veoneer, Inc.
|
Visteon Corporation
|
•
|
Changes in the Comparator Group During Performance Period
: The Comparator Group will be fixed based on the constituents at the beginning of the Performance Period; the following adjustments will apply to ensure a balanced/fair assessment of relative performance:
|
▪
|
Comparator Group companies that are acquired/merged during the Performance Period will be removed when calculating the Company’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 the Company’s relative TSR percentile rank
|
|
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Agreed and acknowledged as of the date first above written:
|
|
|
|
|
|
Participant: Participant Name
|
|
|
|
|
|
|
COOPER-STANDARD HOLDINGS INC.
|
||
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Agreed and acknowledged as of the date first above written:
|
|
|
|
|
|
Participant: Participant Name
|
|
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: May 2, 2019
|
|
|
|
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: May 2, 2019
|
|
|
|
By:
|
|
/S/ JONATHAN P. BANAS
|
|
|
|
|
|
|
Jonathan P. Banas
|
|
|
|
|
|
|
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: May 2, 2019
|
|
|
|
By:
|
|
/S/ JEFFREY S. EDWARDS
|
|
|
|
|
|
|
Jeffrey S. Edwards
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/S/ JONATHAN P. BANAS
|
|
|
|
|
|
|
Jonathan P. Banas
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial Officer)
|