8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported) – February 25, 2014 (February 25, 2014)

COOPER-STANDARD HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	000-54305	20-1945088
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
39550 Orchard Hill Place Drive, Novi, Michigan		48375
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code (248) 596-5900

Check the appropriate box below in the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Item 7.01 Regulation FD Disclosure.

On February 25, 2014, the Company made available the presentation slides attached hereto as Exhibit 99.1 in the teleconference to discuss its fourth quarter and full year 2013 results. Exhibit 99.1 is incorporated by reference herein.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are furnished pursuant to Item 9.01 of Form 8-K:

99.1 Presentation slides from the teleconference to discuss the Company’s fourth quarter and full year 2013 results held on February 25, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Cooper-Standard Holdings Inc.
	/s/ Aleksandra A. Miziolek
Name:	Aleksandra A. Miziolek
Title:	Senior Vice President, General Counsel and Secretary

Date: February 25, 2014

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Presentation slides from the teleconference to discuss fourth quarter and full year 2013 results held on February 25, 2014.

EX-99.1

DRIVE

FOR PROFITABLE

GROWTH

Fourth Quarter and

Full Year Earning Call

February 25, 2014

Exhibit 99.1

2

2

2

Forward-Looking Statements

This

presentation

includes

“forward-looking

statements”

within

the

meaning

of

U.S.

federal

securities

laws,

and

we

intend

that

such

forward-looking

statements

be

subject

to

the

safe

harbor

created

thereby.

We

make

forward-looking

statements

in

this

presentation

and

may

make

such

statements

in

future

filings

with

the

SEC.

We

may

also

make

forward-looking

statements

in

our

press

releases

or

other

public

or

stockholder

communications.

These

forward-looking

statements

include

statements

concerning

our

plans,

objectives,

goals,

strategies,

future

events,

future

revenue

or

performance,

capital

expenditures,

financing

needs,

plans

or

intentions

relating

to

acquisitions,

business

trends,

and

other

information

that

is

not

historical

information.

When

used

in

this

presentation,

the

words

“estimates,”

“expects,”

“anticipates,”

“projects,”

“plans,”

“intends,”

“believes,”

“forecasts,”

or

future

or

conditional

verbs,

such

as

“will,”

“should,”

“could,”

or

“may,”

and

variations

of

such

words

or

similar

expressions

are

intended

to

identify

forward-looking

statements.

All

forward-looking

statements,

including,

without

limitation,

management’s

examination

of

historical

operating

trends

and

data

are

based

upon

our

current

expectations

and

various

assumptions.

Our

expectations,

beliefs,

and

projections

are

expressed

in

good

faith

and

we

believe

there

is

a

reasonable

basis

for

them.

However,

no

assurances

can

be

made

that

these

expectations,

beliefs

and

projections

will

be

achieved.

Forward-looking

statements

are

not

guarantees

of

future

performance

and

are

subject

to

significant

risks

and

uncertainties

that

may

cause

actual

results

or

achievements

to

be

materially

different

from

the

future

results

or

achievements

expressed

or

implied

by

the

forward-looking

statements.

There

are

a

number

of

risks

and

uncertainties

that

could

cause

our

actual

results

to

differ

materially

from

the

forward-looking

statements

contained

in

this

presentation.

Important

factors

that

could

cause

our

actual

results

to

differ

materially

from

the

forward-looking

statements

we

make

herein

include,

but

are

not

limited

to:

cyclicality

of

the

automotive

industry

with

the

possibility

of

further

material

contractions

in

automotive

sales

and

production

effecting

the

viability

of

our

customers

and

financial

condition

of

our

customers;

global

economic

uncertainty,

particularly

in

Europe;

loss

of

large

customers

or

significant

platforms;

our

ability

to

generate

sufficient

cash

to

service

our

indebtedness,

and

obtain

future

financing;

operating

and

financial

restrictions

imposed

on

us

by

our

bond

indentures

and

credit

agreement;

our

underfunded

pension

plans;

supply

shortages;

escalating

pricing

pressures

and

decline

of

volume

requirements

from

our

customers;

our

ability

to

meet

significant

increases

in

demand;

availability

and

increasing

volatility

in

cost

of

raw

materials

or

manufactured

components;

our

ability

to

continue

to

compete

successfully

in

the

highly

competitive

automotive

parts

industry;

risks

associated

with

our

non-U.S.

operations;

foreign

currency

exchange

rate

fluctuations;

our

ability

to

control

the

operations

of

joint

ventures

for

our

benefit;

the

effectiveness

of

our

continuous

improvement

program

and

other

cost

savings

plans;

product

liability

and

warranty

and

recall

claims

that

may

be

brought

against

us;

work

stoppages

or

other

labor

conditions;

natural

disasters;

our

ability

to

meet

our

customers’

needs

for

new

and

improved

products

in

a

timely

manner

or

cost-

effective

basis;

the

possibility

that

our

acquisition

strategy

may

not

be

successful;

our

legal

rights

to

our

intellectual

property

portfolio;

environmental

and

other

regulations;

the

possible

volatility

of

our

annual

effective

tax

rate;

significant

changes

in

discount

rates

and

the

actual

return

on

pension

assets;

the

possibility

of

future

impairment

charges

to

our

goodwill

and

long-lived

assets;

and

the

interests

of

our

major

stockholders

may

conflict

with

our

interests.

There

may

be

other

factors

that

may

cause

our

actual

results

to

differ

materially

from

the

forward-looking

statements.

All

forward-looking

statements

attributable

to

us

or

persons

acting

on

our

behalf

apply

only

as

of

the

date

of

this

presentation

and

are

expressly

qualified

in

their

entirety

by

the

cautionary

statements

included

herein.

We

undertake

no

obligation

to

update

or

revise

forward-looking

statements

to

reflect

events

or

circumstances

that

arise

after

the

date

made

or

to

reflect

the

occurrence

of

unanticipated

events.

3

Jeff Edwards

Chairman and

Chief Executive Officer

4

4

4

Industry Landscape

•

Global light vehicle production expected to grow 3.1% in 2014

–

North American vehicle production remains strong

–

European vehicle production stabilizing and is forecasted to grow by 1.6%

–

Emerging markets are mixed with strong growth continuing for China,

with slight softening in India and Russia

•

Material pricing and availability stable

•

North America supply base adjusting to current production run rates

5

5

5

2013 Business Update

•

Cooper Standard global sales grew by 7.3%  year-over-year

•

Full year adjusted EBITDA margin of 9.3% of sales

–

Sealing and Trim launch and significant product challenges impacting financial

performance

•

Investing in people, process improvements, technology and working closely

with our customers to address challenges

•

Expect to move past these issues by end of second quarter

•

Capital expenditure at 5.9% of sales as we invest for future growth

Asia Pacific 9.2%

North America and others 4.8%

South America 7.4%

Europe  6.8%

•

Returned $217.5 million to shareholders through share repurchases

6

6

6

Transition for Profitable Growth

•

Investing in people

–

Restaffing for execution

–

Product development

–

Innovation

•

Investing in capital

–

Asian growth

–

Europe restructuring

–

New product launches

–

Global technology processes

•

Investing in future programs

–

Tooling expenditures increasing working capital

–

Growing tooling requirements due to product

complexity

* Includes short-term and long-term tooling balances

7

7

7

Transition for Profitable Growth

Product Strategy

•

Focusing  on Sealing & Trim, Fuel & Brake

Delivery and Fluid Transfer Systems

–

Delivering innovation

–

Achieve #1 or #2 market leadership

–

Global product teams driving increased ROIC

–

Sell Thermal & Emissions business

Optimizing Footprint

•

Serbia start-up on schedule

–

Net annualized labor savings of $25M

•

Expansion in Aguascalientes nearing

completion

•

Establishing Shanghai Tech Center

Sremska Mitrovica,

Serbia

Aguascalientes, Mexico

8

Allen Campbell

Executive Vice President and

Chief Financial Officer

9

9

9

Track Record of Growing Sales

$ USD Billions

Note:

CAGR includes non-consolidated JV revenue

Numbers subject to rounding

Exceeding global light vehicle production CAGR of 9.1%

10

10

Q4 and Full Year 2013 Revenue

$ USD Millions

Note: Numbers subject to rounding

Q4 2012 -

$697

Q4 2013 -

$794

Full Year 2012 -

$2,881

Full Year 2013 -

$3,091

Q4 2013

Full Year 2013

11

11

Non-Consolidated Joint Venture Revenue

Joint Venture

Partner

Product

Country

Huayu-Cooper Sealing

SAIC/HASCO

Sealing

China

Nishikawa Cooper 

Nishikawa Rubber

Sealing

U.S.

Nishikawa Tachaplalert Cooper

Nishikawa Rubber

Sealing

Thailand

Sujan CSF India

Magnum Elastomers

AVS

India

$ million

12

12

2013 Revenue by Customers and Product

$ USD Millions

Note: Numbers subject to rounding

2013 Revenue -

$3,091

Revenue by Customers

Revenue by Product

13

13

Q4 and FY 2013 Performance

$ USD Millions, except EPS / %

Note: Numbers subject to rounding

Fourth Quarter

Full Year

2012

2013

2012

2013

$697.1

$794.2

Sales

$2,880.9

$3,090.5

99.7

105.1

Gross Profit

438.9

472.7

14.3 %

13.2%

% Margin

15.2%

15.3%

74.8

72.6

SA&E

281.3

293.4

(2.1)

14.6

Operating Profit (Loss)

103.3

142.1

(0.3%)

1.8%

% Margin

3.6%

4.6%

($9.9)

($20.8)

Net Income (Loss)

$102.8

$47.9

($0.70)

($1.44)

Fully Diluted EPS

$4.14

$2.24

$70.9

$58.7

Adjusted EBITDA

$298.0

$287.4

10.2%

7.4%

% Margin

10.3%

9.3%

14

14

•

North America

–

Execution challenges related to ramp up of new

technologies and product offerings in Sealing &

Trim

•

Net $13M of excess nonrecurring  costs in fourth quarter

–

Additional operating costs to meet accelerated

production volume

•

Europe

–

Excess manufacturing capacity and country mix

–

Weak volume at key customers

North America and Europe Operating Challenges

North America

Production Volume

Europe

Production Volume

millions

millions

15

15

EBITDA and Adjusted EBITDA Reconciliation

$ USD Millions

2012

2013

Net income

Income tax expense (benefit)

EBITDA

Restructuring, net of noncontrolling interest

Adjusted EBITDA

Twelve Months Ended Dec 31,

Interest expense, net of interest income

Depreciation and amortization

EBITDA and Adjusted EBITDA are Non-GAAP measures. See appendix.

$ 102.8

$ 298.0

$ 287.4

$ 47.9

Note: Numbers subject to rounding

Stock based compensation

Payment to former CEO and transition cost

(31.5)

44.8

122.7

$ 238.8

25.8

9.8

11.5

Noncontrolling interest deferred tax valuation reversal

2.0

45.6

54.9

111.1

$ 259.5

21.2

5.2

-

Acquisition related and other costs

1.5

-

-

Impairment charges

10.1

-

16

16

Full Year 2013 Cash Flow

Note: Numbers subject to rounding

$ USD Millions

(a) Includes $30 million tooling expense

17

17

Strong Capital Structure and Liquidity

Cash on Balance Sheet

$184.4

ABL Revolver commitments

(1)

150.0

Letters of Credit

(36.7)

$ 297.7

(1) Availability limited by borrowing base

Sufficient liquidity to support growth

•

Net leverage:

$ 500.0 M

•

Net leverage ratio:

1.7

•

Interest coverage ratio:

5.2 x

Key Financial Ratios

$ USD Millions

Liquidity

Pension Liability

•

Substantially all US Pension frozen with

minimum accrued interest requirements

•

2014 Pension contributions approximately

$15.0 million

$ USD Millions

Debt Maturity Table

18

18

2014 Guidance

Key Assumptions:

North American production

16.8 million

European (including Russia) production 

19.6 million

Average full year exchange rate 

$1.28/Euro

$ USD Millions

*G=Guidance

Revenues

Cash Taxes

Cash Restructuring

Return to double digit adjusted EBITDA margin and improved ROIC

$ USD Millions

Capital Expenditures

$ USD Millions

$ USD Millions

19

19

Summary

•

Focused on stabilizing North America and Europe businesses performance

–

Addressing launch and product complexity in Sealing & Trim business

•

Continue to make necessary infrastructure / capacity investments

–

Asia growth strategy

–

Serbia expansion

•

Evaluate partnerships and acquisition opportunities to advance our

strategic plan

Laser

focus

on

new

launches

and

achieving

double digit adjusted EBITDA margins

20

Q&A

21

Appendix

22

22

Net Leverage Ratio and Adj. EBITDA % Margin

as of December 31, 2013

($ USD Millions)

(1)

Includes non-cash restructuring.

(2)

Proportionate share of restructuring costs related to Cooper Standard France joint venture.

(3)

Non-cash stock amortization expense and non-cash stock option expense for grants issued at time of the Company's 2010 reorganization.

(4)

Write-up of inventory to fair value for the Jyco acquisition

(5)

Costs incurred in relation to the Jyco acquisition

Note: Numbers subject to rounding

Three Months Ended

Twelve Months

Ended

Mar 31,

2013

Jun 30,

2013

Sep 30,

2013

Dec 31,

2013

Dec 31, 2013

Net income (loss)

$         20.7

$        27.4

$        20.6

$      (20.8)

$                  47.9

Income tax expense

7.9

12.2

4.5

21.0

45.6

Interest expense, net of interest income

11.2

13.6

15.2

14.9

54.9

Depreciation and amortization

29.8

28.2

25.2

27.9

111.1

EBITDA

$         69.6

$        81.4

$        65.5

$        43.0

$               259.5

Restructuring

(1)

4.8

1.0

1.9

14.0

21.7

Noncontrolling interest restructuring

(2)

(0.7)

(0.1)

-

0.3

(0.5)

Stock-based compensation

(3)

2.7

0.5

1.1

0.9

5.2

Inventory write-up

(4)

-

-

0.3

-

0.3

Acquisition costs

(5)

-

-

0.7

0.2

0.9

Other

0.3

(0.3)

-

0.3

0.3

Adjusted EBITDA

$         76.7

$        82.5

$        69.5

$        58.7

$               287.4

Net Leverage

Debt payable within one year

28.3

Long-term debt

656.1

Less: cash and cash equivalents

(184.4)

Net Leverage

$               500.0

Net Leverage Ratio

1.7

Interest coverage ratio

5.2

Sales

$       747.6

$     784.7

$      764.1

$      794.2

$           3,090.5

Adjusted EBITDA as a percent of Sales

10.3%

10.5%

9.1%

7.4%

9.3%

23

23

EBITDA and Adjusted EBITDA –

Twelve Months Ended December 31, 2012

Note: Numbers subject to rounding

($ USD Millions)

(1)

Includes cash and non-cash restructuring.

(2)

Proportionate

share

of

restructuringcosts

related

to

FMEA

joint

venture.

(3)

Non-cash stock amortization expense and non-cash stock option expense for grants issued at emergence from bankruptcy.

(4)

Impairment charges related to goodwill ($2.8 million) and fixed assets ($7.3 million)

(5)

Executive compensation for retired CEO and recruiting costs related to search for new CEO

(6)

Noncontrolling interest deferred tax valuation reversal

Three Months Ended

Twelve

Months

Ended

Mar 31,

2012

Jun 30,

2012

Sep 30,

2012

Dec 31,

2012

Dec 31,

2012

Net income (loss)

$    23.8

$    77.3

$    11.6

$       (9.9)

$    102.8

Provision for income tax expense (benefit)

8.1

(46.2)

5.4

1.2

(31.5)

Interest expense, net of interest income

11.2

10.8

11.3

11.5

44.8

Depreciation and amortization

31.6

30.5

29.1

31.5

122.7

EBITDA

$    74.7

$    72.4

$    57.4

$      34.3

$    238.8

Restructuring

(1)

6.1

(0.5)

10.2

13.0

28.8

Noncontrolling interest restructuring

(2)

(0.3)

-

(0.2)

(2.5)

(3.0)

Stock-based compensation

(3)

2.7

2.2

2.4

2.5

9.8

Impairment charges

(4)

-

-

-

10.1

10.1

Payment to former CEO and transition cost

(5)

-

-

-

11.5

11.5

Noncontrolling deferred tax valuation reversal

(6)

-

-

-

2.0

2.0

Adjusted EBITDA

$    83.2

$    74.1

$    69.8

$      70.9

$    298.0

Sales

765.3

734.5

684.0

697.1

2,880.9

Adjusted EBITDA as a percent of Sales

10.9%

10.1%

10.2%

10.2%

10.3%

24

24

Non-GAAP Financial Measures

EBITDA and adjusted EBITDA are measures not recognized under Generally Accepted

Accounting Principles (GAAP) which exclude certain non-cash and non-recurring items.

When analyzing the company’s operating performance, investors should use EBITDA and

adjusted EBITDA in addition to, and not as alternatives for, net

income (loss), operating

income, or any other performance measure derived in accordance with GAAP, or as an

alternative to cash flow from operating activities as a measure of the company’s

performance. EBITDA and adjusted EBITDA have limitations as analytical tools and should

not

be

considered

in

isolation

or

as

substitutes

for

analysis

of

the

company’s

results

of

operations as reported under GAAP. Other companies may report EBITDA and adjusted

EBITDA differently and therefore Cooper Standard’s results may not be comparable to

other similarly titled measures of other companies.