-----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, E2AdwUVjAx16Ih5H0QFsK30NrLh3EatoXnssck/r5UD0twfxOdIiZwkguCugfsKc jO+Bf2X3wE4M1EvSPXfhSQ== 0001299933-08-001080.txt : 20080228 0001299933-08-001080.hdr.sgml : 20080228 20080228072757 ACCESSION NUMBER: 0001299933-08-001080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080228 DATE AS OF CHANGE: 20080228 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: 08648443 BUSINESS ADDRESS: STREET 1: LIMA & WESTERN AVENUES CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: 4194231321 8-K 1 htm_25804.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):   February 28, 2008

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 February 28, 2008 that is filed as Exhibit 99 as part of this Form 8-K.





Item 9.01 Financial Statements and Exhibits.

(d)Exhibits:

(99)Press release, dated February 28, 2008






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
          
February 28, 2008   By:   /s/Jack Jay McCracken
       
        Name: Jack Jay McCracken
        Title: Assistant Secretary


Exhibit Index


     
Exhibit No.   Description

 
99
  Press release dated February 28, 2008
EX-99 2 exhibit1.htm EX-99 EX-99

EXHIBIT 99

     
COMPANY CONTACT: Curtis Schneekloth
(419) 427-4768
  FOR IMMEDIATE RELEASE
February 28, 2008

Cooper Tire & Rubber Company Reports
Continued Improvement in the Fourth Quarter

Fourth Quarter Highlights

  Net income for the quarter improved by $78 million to $51 million, or 82 cents per share. Continuing operations contributed 62 cents per share.

  The sale of the Oliver retread operations resulted in a $26.5 million gain.

  International Operations reported record sales of $228 million, up 29 percent.

  Operating profit in North America improved to 7.7 percent of net sales from a loss of 1.7 percent.

  International Operations operating profit of $3.8 million improved from a loss of $4.8 million.

  Three million shares were repurchased for $46 million.

Findlay, Ohio, February 28, 2008 — Cooper Tire & Rubber Company (NYSE:CTB) today reported net income of $51 million, or 82 cents per share, for the quarter ended December 31, 2007. Income from continuing operations increased $67 million from a loss of $28 million for the same period last year, resulting in earnings per share of 62 cents from continuing operations. The substantial earnings improvement was accompanied by a new record of $765 million in sales for the quarter, a 7 percent increase over the same period last year.

Improved pricing contributed to the dramatically increased earnings. The improvement was also supported by the ongoing cost and profit improvement initiatives successfully implemented throughout the year. As a result, operating profit improved to $43 million in the fourth quarter of 2007, compared with an operating loss of $18.7 million in the fourth quarter of 2006. Operating profit in the fourth quarter of 2006 includes $48 million of impairment related to goodwill and indefinite-lived intangible assets. In previously issued 2006 financial statements, this amount was classified below operating profit.

Net income from continuing operations for the quarter includes a benefit of approximately $12 million, or 19 cents per share, relating to adjustments to tax valuation allowances established in 2006 which are no longer required due to the reduction in the Company’s net deferred tax asset position. During the quarter, asset write-downs totaled $3.5 million.

For the year ended December 31, 2007, the Company’s net income improved to $120 million on $2.9 billion of sales. This is a $198 million improvement in net income over the prior year, and a 13.9 percent increase in net sales.

North American Tire Operations

North American Tire generated $45 million in operating profit from continuing operations in the quarter, an increase of $56 million compared with the fourth quarter of 2007. This improvement was the result of the Company’s cost savings and profit improvement initiatives and favorable pricing changes. These were partially offset by increased incentives, raw material costs and lower unit volumes.

The Company’s North American Tire operations reported sales of $585 million in the quarter, up 4 percent compared with the fourth quarter of 2006. This increase was driven by improved pricing. During 2007, the Company improved margins in North America while maintaining market share at 2006 levels.

During the quarter, the Company recognized a $26.5 million gain on the sale of the operations of the Oliver Rubber Company and received net cash proceeds of $66 million.

For the year ended 2007, North American operations generated $119 million of operating profit on $2.2 billion of net sales. This is an improvement of $159 million over operating profit during the same period a year ago.

International Tire Operations

The Company’s International Tire Operations reported sales of $228 million in the quarter, an increase of 29 percent compared with the fourth quarter of 2006. The segment’s operating profit improved by $8.6 million to $3.8 million from the prior year’s fourth quarter loss of $4.8 million. This increase was driven by higher unit volumes and pricing.

For the total year, operating profit for the segment improved to $29 million, a $19 million increase over the same period last year.

Management Commentary

Commenting on the results, Cooper Chairman and CEO Roy Armes said, “In the fourth quarter we continued our momentum and delivered another strong quarter. This effective execution allowed us to deliver on promises to improve the bottom line of the company. The $100 million in cost savings that we had pledged to achieve was realized, and we continued to position ourselves for improvement in 2008. The North American operations delivered revenue growth against a very strong comparable fourth quarter of 2006, and the manufacturing operations continued to see sequential improvements. Our International operations delivered strong revenue growth, and operating margins improved significantly over 2006.”

Outlook

“We expect our turnaround to continue in 2008,” Armes continued. “There are always potential risks in raw materials and the general economy, but we are confident we will execute on the areas within our control. We expect continuing raw material price increases in 2008, and believe our price increases in each region will help to mitigate those effects.”

“This continues to be an exciting time at Cooper and I am pleased by the attitude and focus of Cooper’s employees around the world,” Armes said. “We are optimistic that the actions we are taking and the plan we have developed will benefit all of Cooper’s stakeholders. We anticipate continued revenue growth and operational improvement in North America as we implement additional Six Sigma, LEAN and automation projects. Our International operations will also continue to increase in scale and have the opportunity to begin improving margins. This is the result of the continued ramp up of our recently constructed greenfield joint venture in China and the added capacity in our other Chinese joint venture. I believe we are well-positioned in 2008 to continue our improvement trend and are evolving into an even more customer-focused company through our products and services.”

Cooper’s management team will discuss the financial and operating results for the quarter in a conference call today at 11 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.coopertire.com.

Company Description

Cooper Tire & Rubber Company is a global company that specializes in the design, manufacture, marketing and sales of passenger car, light truck, medium truck tires and subsidiaries that specialize in motorcycle and racing tires. With headquarters in Findlay, Ohio, Cooper Tire has 67 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.coopertire.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 its cost reduction/Asian strategies;

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

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

  the failure of the Company to achieve the full cost reduction and profit improvement targets set forth in presentations made by senior management and filed on Forms 8-K on September 7, 2006, October 31, 2006, April 5, 2007, and January 16, 2008; and

  inability or failure to implement the Company’s strategic plan.

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 (“SEC”).

(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 December 31   Year Ended December 31
    2006   2007   2006   2007
Net sales
  $ 715,099     $ 765,130     $ 2,575,218     $ 2,932,575  
Cost of products sold
    643,516       672,000       2,382,150       2,617,161  
 
                               
Gross profit
    71,583       93,130       193,068       315,414  
Selling, general and administrative
    40,406       50,117       187,111       177,507  
Impairment of goodwill and indefinite-lived intangible asset
    47,973             47,973        
Restructuring charges
    1,921             3,236       3,515  
 
                               
Operating profit (loss)
    (18,717 )     43,013       (45,252 )     134,392  
Interest expense
    11,805       11,465       47,165       48,492  
Interest income
    (2,935 )     (5,710 )     (10,067 )     (18,004 )
Debt extinguishment
          1,017       (77 )     2,558  
Dividend from unconsolidated subsidiary
                (4,286 )     (2,007 )
Other income – net
    (576 )     (1,662 )     (1,992 )     (12,677 )
 
                               
Income (loss) from continuing operations before income taxes and noncontrolling shareholders’ interests
    (27,011 )     37,903       (75,995 )     116,030  
Income tax benefit (expense)
    (2,491 )     2,582       5,338       (15,835 )
 
                               
Income (loss) from continuing operations before noncontrolling shareholders’ interests
    (29,502 )     40,485       (70,657 )     100,195  
Noncontrolling shareholders’ interests, net of income taxes
    1,290       (2,015 )     (3,663 )     (8,760 )
 
                               
Income (loss) from continuing operations
    (28,212 )     38,470       (74,320 )     91,435  
Income (loss) from discontinued operations, net of income taxes
    579       (13,943 )     (4,191 )     1,660  
Gain on sale of discontinued operations, net of income taxes
          26,475             26,475  
 
                               
Net income (loss)
  $ (27,633 )   $ 51,002     $ (78,511 )   $ 119,570  
 
                               

2

                                 
    Quarter Ended December 31   Year Ended December 31
    2006   2007   2006   2007
Basic earnings (loss) per share Income (loss) from continuing operations
  $ (0.46 )   $ 0.62     $ (1.21 )   $ 1.48  
Income (loss) from discontinued operations
  $ 0.01   $ (0.23 )   $ (0.07 )   $ 0.03  
Gain on sale of discontinued operations
  $ -   $ 0.43     $     $ 0.43  
 
                               
Net income (loss)
  $ (0.45 )   $ 0.83 *   $ (1.28 )   $ 1.93 *
Diluted earnings (loss) per share Income (loss) from continuing operations
  $ (0.46 )   $ 0.62     $ (1.21 )   $ 1.46  
Income (loss) from discontinued operations
  $ 0.01   $ (0.22 )   $ (0.07 )   $ 0.03  
Gain on sale of discontinued operations
  $     $ 0.42     $     $ 0.42  
 
                               
Net income (loss)
  $ (0.45 )   $ 0.82     $ (1.28 )   $ 1.91  
Weighted average shares outstanding Basic
    61,345       61,684       61,338       61,938  
Diluted
    61,345       62,432       61,338       62,712  
Depreciation
  $ 33,589     $ 33,961     $ 127,693     $ 131,007  
Amortization
  $ 1,357     $ 1,402     $ 4,908     $ 5,925  
Capital expenditures
  $ 63,009     $ 37,201     $ 186,190     $ 140,972  
Segment information Net sales North American Tire
  $ 561,213     $ 585,276     $ 1,995,150     $ 2,209,822  
International Tire
    176,528       227,980       680,164       881,297  
Eliminations
    (22,642 )     (48,126 )     (100,096 )     (158,544 )
Segment profit (loss) North American Tire
    (11,448 )     45,004       (39,523 )     119,440  
International Tire
    (4,835 )     3,837       9,427       28,902  
Eliminations
    (568 )     (891 )     (1,673 )     (572 )
Unallocated corporate charges
    (1,866 )     (4,937 )     (13,483 )     (13,378 )

3

                                 
    Quarter Ended December 31   Year Ended December 31
    2006   2007   2006   2007
CONSOLIDATED BALANCE SHEETS
                               
 
  Dec 31, 2006   Dec 31, 2007                
 
                               
Assets
                               
 
                               
Current assets:
                               
Cash and cash equivalents
  $ 221,611     $ 345,947                  
Short-term investments
          49,765                  
Accounts receivable
    395,523       354,939                  
Inventories
    337,867       304,560                  
Other current assets
    17,644       134,713                  
Assets of discontinued operations
    59,699                        
 
                               
Total current assets
  $ 1,032,344     $ 1,189,924                  
Net property, plant and equipment
  $ 970,633     $ 991,776                  
Goodwill
    24,439       24,439                  
Restricted cash
    7,550       2,791                  
Intangibles and other assets
    200,549       87,938                  
 
                               
 
  $ 2,235,515     $ 2,296,868                  
 
                               
Liabilities and Stockholders’ Equity
                               
 
                               
Current liabilities:
                               
Notes payable
  $ 126,129     $ 86,384                  
Payable to noncontrolling owner
    19,527       10,364                  
Trade payables and accrued liabilities
    363,654       433,005                  
Income taxes
    4,695       1,450                  
Liabilities of discontinued operations
    13,483       1,332                  
 
                               
Total current liabilities
  $ 527,488     $ 532,535                  
Long-term debt
    513,213       464,608                  
Postretirement benefits other than pensions
  258,579     244,491                  
Other long-term liabilities
    217,743       163,723                  
Long-term liabilities of discontinued operations
    8,913       10,185                  
Noncontrolling shareholders’ interests
    69,688       89,035                  
Stockholders’ equity
    639,891       792,291                  
 
                               
 
  $ 2,235,515     $ 2,296,868                  
 
                               

• Amounts do not add due to rounding.
Certain amounts from 2006 have been reclassed to conform to 2007 presentation.

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