-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C6MT48t2K2hsepAqmIE+yHtv7kTV22o2eMVZ2aYe1AIC2a7zs+tsQ10VHzfr0ArQ 3A1Mx0T0Fqp0ZgL6NCgFYw== 0001299933-05-003881.txt : 20050802 0001299933-05-003881.hdr.sgml : 20050802 20050802103245 ACCESSION NUMBER: 0001299933-05-003881 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050802 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050802 DATE AS OF CHANGE: 20050802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER TIRE & RUBBER CO CENTRAL INDEX KEY: 0000024491 STANDARD INDUSTRIAL CLASSIFICATION: TIRES AND INNER TUBES [3011] IRS NUMBER: 344297750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04329 FILM NUMBER: 05990362 BUSINESS ADDRESS: STREET 1: LIMA & WESTERN AVENUES CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: 4194231321 8-K 1 htm_6238.htm LIVE FILING Cooper Tire & Rubber Company (Form: 8-K)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):   August 2, 2005

Cooper Tire & Rubber Company
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-04329 344297750
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
701 Lima Avenue, Findlay, Ohio   45840
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   419-423-1321

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  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-4(c))


Item 2.02 Results of Operations and Financial Condition.

We are furnishing our earnings release dated August 2, 2005 that is filed as Exhibit 99 as part of this Form 8-K.





Item 8.01 Other Events.

The Company also announced today that its audit committee has completed its review of Cooper Tire’s stockholder rights plan (Three-Year Independent Director Evaluation). Cooper Tire’s Audit Committee determined, after considering a number of factors, that the rights plan continues to be in the best interests of Cooper Tire & Rubber Company and its stockholders and should be maintained in its current form; July 20, 2005, the Board of Directors of Cooper Tire & Rubber Company adopted the Audit Committee’s recommendation.





Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

(99) Press Release dated August 2, 2005






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 hereunto duly authorized.

         
    Cooper Tire & Rubber Company
          
August 2, 2005   By:   Eileen B. White
       
        Name: Eileen B. White
        Title: Corporate Controller (Principal Accounting Officer)


Exhibit Index


     
Exhibit No.   Description

 
99
  Press Release Dated August 2, 2005
EX-99 2 exhibit1.htm EX-99 EX-99

EXHIBIT 99

     
COOPER TIRE & RUBBER COMPANY   NEWS RELEASE
701 Lima Ave. – Findlay, OH 45840    
(419)423-1321 – www.coopertire.com    
[COOPER LOGO]
 
 
   
COMPANY CONTACT: Roger S. Hendriksen
(419) 427-4768
  FOR IMMEDIATE RELEASE
August 2, 2005

Cooper Tire & Rubber Company Reports
Second Quarter Results

Findlay, Ohio, August 2, 2005 — Cooper Tire & Rubber Company (NYSE:CTB) today reported a net loss of $7 million or 11 cents per share for the second quarter and a net loss of $2 million or 3 cents per share for the six month period ended June 30, 2005. The Company’s operations and results for the second quarter and the first half of the year were negatively impacted by the work stoppage in its Texarkana, Ark. production facility which began in March and continued into April. The work stoppage, which was resolved with the ratification of a 5-year contract on April 10, 2005, had the effect of reducing net income by $9 million or 15 cents per share in the second quarter and $14 million or 22 cents per share in the first half of the year.

During the quarter the Company repurchased $84 million of its publicly traded debt with maturity in 2009 through a public tender offer. The Company’s results reflect the $8 million in debt extinguishment costs incurred with the debt retirement. The results also reflect an income tax benefit of $11 million. Taxes for the quarter were calculated, as accounting rules require, utilizing anticipated effective tax rates forecasted for the full year.

Net sales for the Company increased to $511 million in the quarter compared to $509 million in the second quarter of 2004. For the first six months of the year, the Company had net sales of $1 billion, or a 4 percent increase compared to $989 million in the first half of 2004.

Commenting on the quarterly results, Cooper chairman, president and chief executive officer Thomas A. Dattilo said, “We have worked hard to overcome some very difficult operating conditions during the quarter and the first half of the year. We made good progress once the strike was behind us and that progress was clearly evident in June, but it was not enough to offset the broad impact on sales and disruption of our manufacturing operations in the first two months of the quarter.”

North American Tire Operations

Net sales for Cooper’s North American tire operations in the second quarter were $460 million, up 1 percent compared to the second quarter of 2004. The increase in sales was the result of significant improvements in price and mix, but these were almost completely offset by lower unit sales. The lower unit volume was partly the result of weaker than expected market demand for the industry overall and more particularly in the light truck replacement tire market segment. Industry shipments of replacement tires for passenger vehicles from Rubber Manufacturers’ Association (RMA) member companies increased just over 2 percent in the quarter while light truck replacement tire shipments decreased by more than 3 percent. In addition, the Company’s continuing reduction of broadline sales to less profitable distribution channels, as well as sales lost due to the production disruption in Texarkana and the resulting imbalance in tire inventory contributed to the lower overall unit sales.

Operating profit for North American tire operations was $2 million in the second quarter compared to $22 million in the second quarter of 2004. The lower operating profit was the result of lower overall sales volume, the impact of the strike in Texarkana and higher raw material costs. These were only partially offset by improved price and mix.

For the first six months of the year, North American tire operations sales were $924 million, up 5 percent compared to $884 million in sales during the first half of 2004. Operating profit for North American tire operations was $10 million in the first half compared to $35 million recorded in the same period a year ago.

Year-to-date, the Company’s tire unit volumes in North America are down 5 percent while industry volumes are up approximately 2 percent.

International Tire Operations

Net sales for Cooper’s international tire operations were $70 million in the second quarter of 2005, an increase of more than 11 percent compared to the $63 million in sales achieved in the second quarter of last year. The increase was driven by a 4 percent increase in unit sales, the positive impact of improved product price and mix, as well as favorable foreign currency exchange rates.

Operating profit for Cooper’s international tire operations was $2 million for the quarter compared to $4 million in the second quarter of last year. Expenses as a result of the startup of the Company’s operations in Asia and higher raw material costs were the most significant factors in the lower profit margin. These were partially offset by the higher overall unit sales volume in the Company’s European operations.

For the first six months of 2005, net sales for Cooper’s international tire operations were $136 million, an increase of 6 percent over the first half of 2004. Operating profit was $1 million in the first half of 2005 compared to $7 million in the same period a year ago.

Outlook

Providing some insight into the Company’s outlook for the second half of the year, Mr. Dattilo commented, “After a tough start to the year, our mission is to finish the year strong. We know what we have to do and I believe that we will. We have made progress in our manufacturing operations and processes. We are getting better at managing higher levels of production complexity related to the SKU proliferation in the marketplace and all the new tires we now offer. We are making progress in rationalizing our customer mix and we will continue to concentrate on our core independent dealer distribution. More importantly, we are seeing solid improvements in our order fill rates and our customer service levels that will help us generate stronger sales in the future.

“Increasing raw material costs will continue to be a major challenge for our company and our industry through at least the end of 2005. Natural rubber prices jumped significantly in the latter part of the second quarter and we see them remaining fairly steady for the next quarter. Stubbornly high oil prices and strong demand are driving most other materials higher as well, which is a direct contrast to the modest improvement we had anticipated. The higher cost of raw materials, compared to the same period last year, could impact our operating profit by as much as $35 to $40 million in the third quarter alone. As we have done in the past several quarters, we will need to offset these higher costs through our lean savings initiatives, improving our efficiency and through additional tire price increases if available.

“We will likely experience some lingering impact from the Texarkana strike in the rest of the year in the form of imbalanced inventory and lost sales of our premium light truck and sport truck products. But the new, more efficient equipment we have been installing and our plant expansions overall will put us in a better position to supply our customers with the products they need, when they need them. So we expect our sales in the third and fourth quarters should improve over last year.

“Considering all these factors and our internal plans, we remain confident that our results will show continuing improvement in the second half of the year. We expect modest operating margin improvement to about 4 percent in the third quarter and overall earnings in the range of 10 to 14 cents, which includes an impact of approximately 8 cents per share in the third quarter from the Texarkana strike and an estimated negative impact of 4 cents per share as a result of the unusual tax rate,” Dattilo concluded.

Board of Directors Actions

The Company also announced today that its audit committee has completed its review of Cooper Tire’s stockholder rights plan (Three-Year Independent Director Evaluation). Cooper Tire’s Audit Committee determined, after considering a number of factors, that the rights plan continues to be in the best interests of Cooper Tire & Rubber Company and its stockholders and should be maintained in its current form; July 20, 2005, the Board of Directors of Cooper Tire & Rubber Company adopted the Audit Committee’s recommendation.

Cooper’s management team will discuss the financial and operating results for the quarter in a conference call today at 11:00 a.m. Eastern time. Interested parties may access the audio portion of that conference call on the investor relations page of the Company’s web site at: www.coopertireandrubber.com

Company Description

Cooper Tire & Rubber Company is a global company that specializes in the design, manufacture and sales of passenger car, light truck, medium truck tires and subsidiaries that specialize in motorcycle and racing tires, as well as tread rubber and related equipment for the retread industry. With headquarters in Findlay, Ohio, Cooper Tire has 39 manufacturing, sales, distribution, technical and design facilities within its family of companies located around the world. For more information, visit Cooper Tire’s web site at: www.coopertireandrubber.com

Forward-Looking Statements

This report contains what the Company believes are “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995, regarding projections, expectations or matters that the Company anticipates may happen with respect to the future performance of the industries in which the Company operates, the economies of the United States and other countries, or the performance of the Company itself, which involve uncertainty
and risk. Such “forward-looking statements” are generally, though not always, preceded by
words such as “anticipates,” “expects,” “believes,” “projects,” “intends,” “plans,” “estimates,” and similar terms that connote a view to the future and are not merely recitations of historical fact. Such statements are made solely on the basis of the Company’s current views and perceptions of future events, and there can be no assurance that such statements will prove to be true. It is possible that actual results may differ materially from those projections or expectations due to a variety of factors, including but not limited to:

    changes in economic and business conditions in the world, especially the continuation of the global tensions and risks of further terrorist incidents that currently exist;

    increased competitive activity, including the inability to obtain and maintain price increases to offset higher production or material costs;

    the failure to achieve expected sales levels;

    consolidation among the Company’s competitors and customers;

    technology advancements;

    fluctuations in raw material and energy prices, including those of steel, crude petroleum and natural gas and the unavailability of such raw materials or energy sources;

    changes in interest and foreign exchange rates;

    increases in pension expense resulting from investment performance of the Company’s pension plan assets and changes in discount rate, salary increase rate, and expected return on plan assets assumptions;

    government regulatory initiatives, including the proposed and final regulations under the TREAD Act;

    changes in the Company’s customer relationships, including loss of particular business for competitive or other reasons;

    the impact of labor problems, including a strike brought against the Company or against one or more of its large customers;

    litigation brought against the Company;

    an adverse change in the Company’s credit ratings, which could increase its borrowing costs and/or hamper its access to the credit markets;

    the inability of the Company to execute the cost reduction/Asian strategies outlined for the coming year;

    the failure of the Company’s suppliers to timely deliver products in accordance with contract specifications; and

    the impact of reductions in the insurance program covering the principal risks to the Company, and other unanticipated events and conditions.

It is not possible to foresee or identify all such factors. Any forward-looking statements in this report are based on certain assumptions and analyses made by the Company in light of its
experience and perception of historical trends, current conditions, expected future developments
and other factors it believes are appropriate in the circumstances. Prospective investors are
cautioned that any such statements are not a guarantee of future performance and actual results
or developments may differ materially from those projected.

The Company makes no commitment to update any forward-looking statement included herein or to disclose any facts, events or circumstances that may affect the accuracy of any forward-looking statement.

Further information covering issues that could materially affect financial performance is contained in the Company’s periodic filings with the U. S. Securities and Exchange Commission.

(Statements of income and balance sheets follow...)

1

                                         
Cooper Tire & Rubber Company            
Consolidated Statements of Income            
(Dollar amounts in thousands except per share amounts)            
    Quarter Ended   Six Months Ended        
    June 30   June 30        
    2004   2005   2004   2005        
Net sales
  $ 509,186     $ 510,930     $ 989,196     $ 1,024,987          
Cost of products sold
    444,479       473,020       872,013       938,395          
 
                                       
Gross profit
    64,707       37,910       117,183       86,592          
Selling, general and administrative
    43,403       37,497       86,375       80,298          
Restructuring charges
    679             679                
 
                                       
Operating profit
    20,625       413       30,129       6,294          
Interest expense
    7,832       14,349       14,379       28,564          
Debt extinguishment cost
          8,441       0       8,441          
Interest Income
    (307 )     (4,520 )     (729 )     (10,134 )        
Other income — net
    206       (308 )     412       (1,537 )        
 
                                       
Income (loss) before taxes
    12,894       (17,549 )     16,067       (19,040 )        
Provision (credit) for taxes
    4,023       (11,131 )     5,013       (11,578 )        
 
                                       
Income (loss) from continuing operations
    8,871       (6,418 )     11,054       (7,462 )        
Income (loss) from discontinued operations,
                                       
net of income taxes
    25,108       (463 )     47,224       5,797          
 
                                       
Net Income
  $ 33,979       ($6,881 )   $ 58,278       ($1,665 )        
 
                                       
Basic earnings per share
                                       
Income (loss) from continuing operations
  $ 0.12       ($0.10 )   $ 0.15       ($0.11 )        
Income (loss) from discontinued operations
  $ 0.34       ($0.01 )   $ 0.64     $ 0.09          
 
                                       
Net Income
  $ 0.46       ($0.11 )   $ 0.79       ($0.03 )     *  
Diluted earnings per share
                                       
Income (loss) from continuing operations
  $ 0.12       ($0.10 )   $ 0.15       ($0.11 )        
Income (loss) from discontinued operations
  $ 0.33       ($0.01 )   $ 0.62     $ 0.09          
 
                                       
Net Income
  $ 0.45       ($0.11 )   $ 0.77       ($0.03 )     *  
Weighted average shares outstanding
                                       
Basic
    74,432       62,250       74,241       66,039          
Diluted
    75,444       62,250       75,243       66,039          
Depreciation
  $ 27,193     $ 26,704     $ 53,793     $ 52,351          
Amortization of intangibles
  $ 776     $ 753     $ 1,567     $ 1,485          
Capital expenditures
  $ 32,790     $ 53,921     $ 57,618     $ 89,118          
Segment information
                                       
Net sales
                                       
North American Tire
  $ 456,344     $ 459,807     $ 884,291     $ 923,677          
International Tire
    63,129       70,141       128,418       135,630          
Eliminations
    (10,287 )     (19,018 )     (23,513 )     (34,320 )        
Segment profit
                                       
North American Tire
  $ 21,898     $ 2,264     $ 34,981     $ 9,731          
International Tire
    3,661       1,602       6,696       766          
Unallocated corporate charges and eliminations
    (4,934 )     (3,453 )     (11,548 )     (4,203 )        
******************************
                                       
CONSOLIDATED BALANCE SHEETS
                                       
 
  June 30
                               
     
                       
 
    2004       2005                          
 
                                       
Assets
                                       
Current assets:
                                       
Cash and cash equivalents
  $ 10,748     $ 444,747                          
Short-Term Investments
          42,065                          
Accounts receivable
    346,970       367,563                          
Inventories
    242,741       329,931                          
Prepaid expenses, deferred income taxes and other
    50,948       59,011                          
Assets of discontinued operations and held for sale
    1,331,946       649                          
 
                                       
Total current assets
    1,983,353       1,243,966                          
Property, plant and equipment
    705,534       765,290                          
Goodwill
    45,225       48,172                          
Restricted cash
    1,766       13,362                          
Intangibles and other assets
    190,850       343,192                          
 
                                       
 
  $ 2,926,728     $ 2,413,982                          
 
                                       
Liabilities and Stockholders’ Equity
                                       
Current liabilities:
                                       
Notes payable
  $ 18,338     $ 98                          
Trade payables and accrued liabilities
    307,390       310,410                          
Income taxes
          1,266                          
Liabilities related to the sale of automotive operations
          2,855                          
Liabilities of discontinued operations
    363,509       68                          
 
                                       
Total current liabilities
    689,237       314,697                          
Long-term debt
    769,985       685,620                          
Postretirement benefits other than pensions
    153,348       175,879                          
Other long-term liabilities
    205,877       200,813                          
Long-term liabilities related to the sale of automotive operations
          22,214                          
Deferred income taxes
    30,620       44,227                          
Stockholders’ equity
    1,077,661       970,532                          
 
                                       
 
  $ 2,926,728     $ 2,413,982                          
 
                                       
* Amounts do not add to due rounding
                                       
These interim statements are subject to year-end adjustments
                                       

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