CPS-2014.3.30-10Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  ___________________________________ 
FORM 10-Q
  ___________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission File Number: 000-54305
   ______________________________
COOPER-STANDARD HOLDINGS INC.
(Exact name of registrant as specified in its charter)
   ______________________________
Delaware
 
20-1945088
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
39550 Orchard Hill Place Drive
Novi, Michigan 48375
(Address of principal executive offices)
(Zip Code)
(248) 596-5900
(Registrant’s telephone number, including area code)
 ______________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
¨
 
Accelerated filer
 
ý
Non-accelerated filer
 
¨
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  ý    No  ¨
As of April 28, 2014 there were 16,953,708 shares of the registrant’s common stock, $0.001 par value, outstanding.



COOPER-STANDARD HOLDINGS INC.
Form 10-Q
For the period ended March 31, 2014
 
 
 
Page
 
 
 
 
 
 
 
 
Item 1.
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
 
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 6.


2


PART I — FINANCIAL INFORMATION
Item 1.         Financial Statements
COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollar amounts in thousands except per share amounts) 
 
Three Months Ended March 31,
 
2013
 
2014
Sales
$
747,577

 
$
837,606

Cost of products sold
627,264

 
703,347

Gross profit
120,313

 
134,259

Selling, administration & engineering expenses
75,094

 
79,571

Amortization of intangibles
3,891

 
4,436

Restructuring
4,760

 
3,089

Operating profit
36,568

 
47,163

Interest expense, net of interest income
(11,207
)
 
(15,008
)
Equity earnings
2,735

 
1,236

Other income (expense), net
(332
)
 
30

Income before income taxes
27,764

 
33,421

Income tax expense
7,891

 
12,064

Net income
19,873

 
21,357

Net (income) loss attributable to noncontrolling interests
828

 
(1,622
)
Net income attributable to Cooper-Standard Holdings Inc.
$
20,701

 
$
19,735

Net income available to Cooper-Standard Holdings Inc. common stockholders
$
15,300

 
$
19,735

 
 
 
 
Earnings per share
 
 
 
Basic
$
0.92

 
$
1.18

Diluted
$
0.86

 
$
1.10

 
 
 
 
Comprehensive income
$
11,943

 
$
20,730

Comprehensive (income) loss attributable to noncontrolling interests
958

 
(1,798
)
Comprehensive income attributable to Cooper-Standard Holdings Inc.
$
12,901

 
$
18,932

The accompanying notes are an integral part of these financial statements.


3


COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands except share amounts)
 
 
December 31, 2013
 
March 31, 2014
 
 
 
(unaudited)
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
184,370

 
$
138,045

Accounts receivable, net
365,750

 
439,142

Tooling receivable
156,205

 
147,533

Inventories
179,766

 
188,589

Prepaid expenses
26,940

 
26,138

Other
82,301

 
85,095

Total current assets
995,332

 
1,024,542

Property, plant and equipment, net
732,902

 
757,258

Goodwill
139,701

 
139,318

Intangibles, net
101,436

 
97,814

Deferred tax assets
34,235

 
27,705

Other assets
99,148

 
101,276

Total assets
$
2,102,754

 
$
2,147,913

 
 
 
 
Liabilities and Equity
 
 
 
Current liabilities:
 
 
 
Debt payable within one year
$
28,329

 
$
31,853

Accounts payable
355,394

 
326,862

Payroll liabilities
97,146

 
116,308

Accrued liabilities
89,302

 
105,516

Total current liabilities
570,171

 
580,539

Long-term debt
656,095

 
661,291

Pension benefits
151,113

 
148,666

Postretirement benefits other than pensions
57,224

 
56,225

Deferred tax liabilities
11,146

 
11,447

Other liabilities
36,280

 
40,542

Total liabilities
1,482,029

 
1,498,710

Redeemable noncontrolling interests
5,153

 
5,320

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 at December 31, 2013 and March 31, 2014; 18,226,223 shares issued and 16,676,539 outstanding at December 31, 2013 and 18,498,843 shares issued and 16,949,159 outstanding at March 31, 2014
17

 
17

Additional paid-in capital
489,052

 
496,971

Retained earnings
156,775

 
176,339

Accumulated other comprehensive loss
(27,694
)
 
(28,497
)
Total Cooper-Standard Holdings Inc. equity
618,150

 
644,830

Noncontrolling interests
(2,578
)
 
(947
)
Total equity
615,572

 
643,883

Total liabilities and equity
$
2,102,754

 
$
2,147,913

The accompanying notes are an integral part of these financial statements.

4


COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands)
 
 
Three Months Ended 
 March 31,
 
2013
 
2014
Operating Activities:
 
 
 
Net income
$
19,873

 
$
21,357

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
Depreciation
25,956

 
23,816

Amortization of intangibles
3,891

 
4,436

Stock-based compensation expense
3,800

 
3,906

Equity earnings, net of dividends related to earnings
519

 
1,033

Deferred income taxes
862

 
6,830

Other
403

 
(881
)
Changes in operating assets and liabilities
(68,605
)
 
(56,626
)
Net cash provided by (used in) operating activities
(13,301
)
 
3,871

Investing activities:
 
 
 
Capital expenditures
(34,269
)
 
(63,817
)
Return on equity investments
2,120

 
951

Proceeds from sale of fixed assets and other
218

 
2,125

Net cash used in investing activities
(31,931
)
 
(60,741
)
Financing activities:
 
 
 
Increase in short term debt, net
4,897

 
2,289

Borrowings on long-term debt
—

 
4,435

Principal payments on long-term debt
(1,763
)
 
(121
)
Debt issuance costs
—

 
(671
)
Preferred stock cash dividends paid
(1,651
)
 
—

Purchase of noncontrolling interest
(1,911
)
 
—

Repurchase of common stock
(11,098
)
 
—

Proceeds from exercise of warrants
—

 
4,571

Other
(8
)
 
(927
)
Net cash provided by (used in) financing activities
(11,534
)
 
9,576

Effects of exchange rate changes on cash and cash equivalents
2,924

 
969

Changes in cash and cash equivalents
(53,842
)
 
(46,325
)
Cash and cash equivalents at beginning of period
270,555

 
184,370

Cash and cash equivalents at end of period
$
216,713

 
$
138,045

The accompanying notes are an integral part of these financial statements.


5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)


1. Overview
Basis of presentation
Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company,” “Cooper-Standard,” “we,” “our,” or “us”) is a leading manufacturer of sealing and trim, fuel and brake delivery, fluid transfer, thermal and emissions and anti-vibration systems (“AVS”) components, systems, subsystems, and modules. The Company’s products are primarily for use in passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. The Company conducts substantially all of its activities through its subsidiaries.
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (the "2013 Annual Report"), as filed with the SEC. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements include all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of the Company. Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. The operating results for the interim period ended March 31, 2014 are not necessarily indicative of results for the full year. In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.
Recent accounting pronouncements
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU changes the criteria for reporting discontinued operations and requires expanded disclosures about discontinued operations. The guidance is effective for fiscal years beginning on or after December 15, 2014 and should be applied prospectively. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the condensed consolidated financial statements.
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires that a liability related to an unrecognized tax benefit be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if certain criteria are met. The Company adopted this guidance effective January 1, 2014. The adoption of this ASU did not have a material impact on the condensed consolidated financial statements.
2. Goodwill and Intangibles
The changes in the carrying amount of goodwill by reportable operating segment for the three months ended March 31, 2014 are summarized as follows:
 
North America
 
Europe
 
South America
 
Asia Pacific
 
Total
Balance at January 1, 2014
$
119,870

 
$
14,460

 
$
—

 
$
5,371

 
$
139,701

Foreign exchange translation
(236
)
 
(7
)
 
—

 
(140
)
 
(383
)
Balance at March 31, 2014
$
119,634

 
$
14,453

 
$
—

 
$
5,231

 
$
139,318

Goodwill is not amortized, but is tested for impairment by reporting unit either annually or when events or circumstances indicate that impairment may exist. There were no indicators of potential impairment as of March 31, 2014.

6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)

The following table presents intangible assets and accumulated amortization balances of the Company as of December 31, 2013 and March 31, 2014, respectively:
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Customer relationships
$
135,483

 
$
(46,466
)
 
$
89,017

Developed technology
9,757

 
(5,817
)
 
3,940

Other
9,530

 
(1,051
)
 
8,479

Balance at December 31, 2013
$
154,770

 
$
(53,334
)
 
$
101,436

 
 
 
 
 
 
Customer relationships
$
136,430

 
$
(50,718
)
 
$
85,712

Developed technology
9,755

 
(6,207
)
 
3,548

Other
9,740

 
(1,186
)
 
8,554

Balance at March 31, 2014
$
155,925

 
$
(58,111
)
 
$
97,814


Amortization expense totaled $3,891 and $4,436 for the three months ended March 31, 2013 and 2014, respectively. Amortization expense is estimated to be approximately $15,800 for the year ending December 31, 2014.
3. Restructuring
Restructuring activities initiated prior to 2013
The Company implemented several restructuring initiatives in prior years including the closure or consolidation of facilities throughout the world, the establishment of a centralized shared services function in Europe and the reorganization of the Company’s operating structure. The Company commenced these initiatives prior to January 1, 2013 and continued to execute these initiatives during 2014. The majority of the costs associated with these initiatives were incurred shortly after the original implementation. However, the Company continues to incur costs on some of the initiatives related principally to the disposal of the respective facilities.
The following table summarizes the restructuring expense for these initiatives for the three months ended March 31, 2013 and 2014:
 
 
Three Months Ended March 31,
 
2013
 
2014
Employee separation costs
$
2,149

 
$
242

Other exit costs
903

 
288

Asset Impairments
87

 
—


$
3,139

 
$
530

The following table summarizes the activity in the restructuring liability for these initiatives for the three months ended March 31, 2014:
 
Employee Separation Costs
 
Other Exit Costs
 
Asset Impairments
 
 Total
Balance at January 1, 2014
$
819

 
$
16

 
$
—

 
$
835

Expense
242

 
288

 
—

 
530

Cash payments and foreign exchange translation
(283
)
 
(289
)
 
—

 
(572
)
Balance at March 31, 2014
$
778

 
$
15

 
$
—

 
$
793


7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)

Restructuring activities initiated in 2013
In the first quarter of 2013, the Company eliminated certain positions within the organization that resulted in restructuring expense of $1,621, all of which is paid. No additional expense is expected to be incurred related to this initiative.
In the third quarter of 2013, the Company initiated the closure of a facility in Korea and the transfer of equipment to another facility in Korea. The Company has recognized $750 of costs related to this initiative and, as of March 31, 2014, this initiative was substantially completed. For the three months ended March 31, 2014, the Company recorded $128 of other exit costs related to this initiative. As of March 31, 2014, the liability associated with this initiative is $16.
In the fourth quarter of 2013, the Company initiated the restructure of a facility in Europe. The estimated cost of this initiative is $21,100 and is expected to be completed in 2016. The Company has recognized $16,459 of costs related to this initiative. The following table summarizes the activity in the restructuring liability for this initiative for the three months ended March 31, 2014:
 
Employee Separation Costs
 
Other Exit Costs
 
Asset Impairments
 
Total
Balance at January 1, 2014
$
13,501

 
$
—

 
$
—

 
$
13,501

Expense
—

 
2,273

 
—

 
2,273

Cash payments and foreign exchange translation
(7
)
 
(2,273
)
 
—

 
(2,280
)
Balance at March 31, 2014
$
13,494

 
$
—

 
$
—

 
$
13,494

Restructuring activities initiated in 2014
In the first quarter of 2014, the Company initiated the restructure of a facility in Europe. The estimated cost of this initiative is $1,400 and is expected to be completed in 2014. For the three months ended March 31, 2014, the Company recorded $158 of other exit costs related to this initiative. As of March 31, 2014, there was no liability associated with this initiative.
4. Inventories
Inventories were comprised of the following at December 31, 2013 and March 31, 2014:
 
December 31,
2013
 
March 31,
2014
Finished goods
$
48,787

 
$
48,059

Work in process
38,929

 
43,914

Raw materials and supplies
92,050

 
96,616

 
$
179,766

 
$
188,589


5. Debt
Outstanding debt consisted of the following at December 31, 2013 and March 31, 2014:
 
 
December 31,
2013
 
March 31,
2014
Senior notes
 
$
450,000

 
$
450,000

Senior PIK toggle notes
 
196,484

 
196,686

Other borrowings
 
37,940

 
46,458

Total debt
 
$
684,424

 
$
693,144

Less current portion
 
(28,329
)
 
(31,853
)
Total long-term debt
 
$
656,095

 
$
661,291


8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)

Senior ABL Facility
On April 8, 2013 the Company and certain of its subsidiaries entered into the Amended and Restated Senior Loan and Security Agreement (“the Senior ABL Facility”), with certain lenders, which amended and restated the then existing of its senior secured asset-based revolving credit facility. The Senior ABL Facility provided for an aggregate revolving loan availability of up to $150,000, subject to borrowing base availability and certain provisions of the Senior ABL Facility, including a $50,000 letter of credit sub-facility and a $25,000 swing line sub-facility. The Senior ABL Facility also provided for an uncommitted $75,000 incremental loan facility, for a potential total Senior ABL Facility of $225,000 (if requested by the Company and the lenders agree to fund such increase). No consent of any lender (other than those participating in the increase) was required to effect any such increase. As of March 31, 2014, subject to borrowing base availability under the facility, the Company had $150,000 in availability less outstanding letters of credit of $37,023.

On April 4, 2014, the Company and certain of its subsidiaries entered into the Second Amended and Restated Loan Agreement (the "Amended Senior ABL Facility"), which amended and restated the existing Senior ABL facility in order to permit the Term Loan Facility (described below) and other related transactions and to implement other necessary conforming and administrative changes in connection with such transactions. The Amended Senior ABL Facility provides for an aggregate revolving loan availability of up to $150,000, subject to borrowing base availability and certain provisions of the Amended Senior ABL Facility, including a $60,000 letter of credit sub-facility and a $25,000 swing line sub-facility. The Amended Senior ABL Facility also provides for an uncommitted $105,000 incremental loan facility, for a potential total Amended Senior ABL Facility of $255,000 (if requested by the Company and the lenders agree to fund such increase). No consent of any lender (other than those participating in the increase) is required to effect any such increase.
Senior PIK Toggle Notes
On April 3, 2013, the Company issued $175,000 aggregate principal amount of its Senior PIK Toggle Notes (the “Senior PIK Toggle Notes”). The Senior PIK Toggle Notes bear an interest rate of 7.375% and mature on April 1, 2018. The Senior PIK Toggle Notes were issued pursuant to an indenture dated April 3, 2013. The Senior PIK Toggle Notes were issued at a discount of $3,938. On May 20, 2013, the Company issued an additional $25,000 Senior PIK Toggle Notes pursuant to the indenture dated April 3, 2013. The Senior PIK Toggle Notes were issued at a discount of $188.
Prepayment of the Notes
On March 21, 2014, the Company and Cooper-Standard Automotive Inc. commenced cash tender offers for any and all of the outstanding Senior PIK Toggle Notes and Senior Notes, respectively. Pursuant to these cash tender offers, on the early tender deadline of April 3, 2014, (i) $198,000 principal amount of the Senior PIK Toggle Notes had been tendered and not validly withdrawn, representing approximately 99.00% of the aggregate outstanding principal amount of the Senior PIK Toggle Notes and (ii) $220,328 principal amount of the Senior Notes had been tendered and not validly withdrawn, representing approximately 48.96% of the aggregate outstanding principal amount of the Senior Notes. On April 4, 2014, the Company purchased the Senior Notes and Senior PIK Toggle Notes tendered up to the early tender deadline and deposited sufficient funds with the trustee to redeem the remaining outstanding Senior Notes and Senior PIK Toggle Notes and pay accrued and unpaid interest thereon to, but not including, the redemption dates of April 21, 2014 and May 5, 2014, respectively. On April 18, 2014, the cash tender offers expired. On April 21, 2014, the Company purchased the additional Senior Notes (and Senior PIK Toggle Notes) tendered up to the expiration time and redeemed the remaining outstanding Senior Notes. The Company used borrowings under the Term Loan Facility, together with cash on hand, to finance the repurchase and redemption of the Senior PIK Toggle Notes and the Senior Notes. The approximate redemption prices for the Senior PIK Toggle Notes and the Senior Notes were 102.4% and 104.6%, respectively.
Term Loan Facility
On April 4, 2014, certain subsidiaries of the Company entered into a term loan facility (the “Term Loan Facility”) in order to (i) refinance the Senior PIK Toggle Notes due 2018 of the Company and the 8 1/2% Senior Notes due 2018 of Cooper-Standard Automotive Inc. (the "Senior Notes"), including applicable call premiums and accrued and unpaid interest, (ii) pay related fees and expenses and (iii) provide for working capital and other general corporate purposes. The Term Loan Facility provides for loans in an aggregate principal amount of $750,000 and may be expanded (or a new term loan facility added) by an amount that will not cause the consolidated first lien debt ratio to exceed 2.25 to 1.00 plus $300,000. All obligations of the borrower are guaranteed jointly and severally on a senior secured basis by the direct parent company of the borrower and each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. restricted subsidiary of the borrower. The

9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)

Term Loan Facility matures on April 4, 2021, unless earlier terminated. On April 4, 2014, the aggregate principal amount was fully drawn to refinance the Senior PIK Toggle Notes and the Senior Notes and to pay related fees and expenses.
6. Pension and Postretirement Benefits other than Pensions
The following tables disclose the amount of net periodic benefit cost for the three months ended March 31, 2013 and 2014 for the Company’s defined benefit plans and other postretirement benefit plans:
 
 Pension Benefits
 
Three Months Ended March 31,
 
2013
 
2014
 
 U.S.
 
 Non-U.S.
 
 U.S.
 
 Non-U.S.
Service cost
$
305

 
$
888

 
$
213

 
$
861

Interest cost
3,052

 
1,710

 
3,370

 
1,802

Expected return on plan assets
(4,342
)
 
(949
)
 
(4,764
)
 
(958
)
Amortization of prior service cost and recognized actuarial loss
344

 
330

 
16

 
231

Net periodic benefit cost (gain)
$
(641
)
 
$
1,979

 
$
(1,165
)
 
$
1,936

 
 
 Other Postretirement Benefits
 
Three Months Ended March 31,
 
2013
 
2014
 
 U.S.
 
 Non-U.S.
 
 U.S.
 
 Non-U.S.
Service cost
$
147

 
$
168

 
$
106

 
$
136

Interest cost
407

 
188

 
397

 
188

Amortization of prior service credit and recognized actuarial gain
(281
)
 
(36
)
 
(481
)
 
(71
)
Other
6

 
—

 
6

 
—

Net periodic benefit cost
$
279

 
$
320

 
$
28

 
$
253

7. Income Taxes
Under ASC Topic 270, “Interim Reporting,” the Company is required to determine its effective tax rate each quarter based upon its estimated annual effective tax rate. The Company is also required to record the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year where no tax benefit can be recognized are excluded from the estimated annual effective tax rate.
The effective tax rate for the three months ended March 31, 2014 was 36% as compared to 28% for the three months ended March 31, 2013. The higher effective tax rate for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 is primarily due to the tax benefits related to the retroactive reinstatement of the U.S. research and development tax credit under The American Taxpayer Relief Act of 2012 which was enacted in the three months ended March 31, 2013. The income tax rate for the three months ended March 31, 2014 varies from statutory rates due to income taxes on foreign earnings taxed at rates different from the U.S. statutory rate, the inability to record a tax benefit for pre-tax losses in certain foreign jurisdictions to the extent not offset by other categories of income, tax credits, income tax incentives, withholding taxes, and other permanent items. Further, the Company’s current and future provision for income taxes may be impacted by the recognition of valuation allowances in certain countries. The Company intends to maintain these allowances until it is more likely than not that the deferred tax assets will be realized. 

10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)

8. Accumulated Other Comprehensive Income (Loss), Equity and Redeemable Noncontrolling Interests
The changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2013 and 2014, net of related tax, are as follows:
 
Three Months Ended March 31, 2013
 
Cumulative currency translation adjustment
 
Benefit plan
liability
 
Unrealized gains on investment securities
 
Fair value change of derivatives
 
Accumulated other comprehensive loss
Balance at January 1, 2013
$
18,320

 
$
(64,018
)
 
$
—

 
$
250

 
$
(45,448
)
Other comprehensive income (loss) before reclassifications
(9,292
)
 
792

 
—

 
491

 
(8,009
)
Amounts reclassified from accumulated other comprehensive income (loss)
—

 
216

 
—

 
(7
)
 
209

Net current period other comprehensive income (loss)(1)
(9,292
)
 
1,008

 
—

 
484

 
(7,800
)
Balance at March 31, 2013
$
9,028

 
$
(63,010
)
 
$
—

 
$
734

 
$
(53,248
)
 
 
 
 
 
 
 
 
 
 
Amounts in parentheses indicate debits.

(1)
Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of $98. Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $(87).
 
Three Months Ended March 31, 2014
 
Cumulative currency translation adjustment
 
Benefit plan
liability
 
Unrealized gains on investment securities
 
Fair value change of derivatives
 
Accumulated other comprehensive loss
Balance at January 1, 2014
$
5,712

 
$
(33,406
)
 
$
—

 
$
—

 
$
(27,694
)
Other comprehensive income (loss) before reclassifications
(2,020
)
 
159

 
1,146

 
73

 
(642
)
Amounts reclassified from accumulated other comprehensive income (loss)
—

 
(166
)
 
—

 
5

 
(161
)
Net current period other comprehensive income (loss)(1)
(2,020
)
 
(7
)
 
1,146

 
78

 
(803
)
Balance at March 31, 2014
$
3,692

 
$
(33,413
)
 
$
1,146

 
$
78

 
$
(28,497
)
 
 
 
 
 
 
 
 
 
 
Amounts in parentheses indicate debits.

(1)
Other comprehensive income (loss) related to the benefit plan liability is net of a tax effect of $(74). Other comprehensive income (loss) related to the unrealized gains on investment securities is net of a tax effect of $(703). Other comprehensive income (loss) related to the fair value change of derivatives is net of a tax effect of $(59).


11
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)

The reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, 2013 and 2014 are as follows: 
 
 
Gain (loss) reclassified
 
 
 
 
Three Months Ended March 31,
 
 
Details about accumulated other comprehensive loss components
 
2013
 
2014
 
Location of gain (loss) reclassified into income
Fair value change of derivatives
 
 
 
 
 
 
Interest rate contracts
 
$
(40
)
 
$
—

 
Interest expense, net of interest income
Foreign exchange contracts
 
50

 
(7
)
 
Cost of products sold
 
 
10

 
(7
)
 
Income before income taxes
 
 
(3
)
 
2

 
Income tax expense
 
 
$
7

 
$
(5
)
 
Consolidated net income
 
 
 
 
 
 
 
Amortization of defined benefit and other postretirement benefit plans
 
 
 
 
 
 
Prior service credits
 
$
159

 
$
82

 
(1)
Actuarial losses
 
(472
)
 
224

 
(1)
 
 
(313
)
 
306

 
Income before income taxes
 
 
97

 
(140
)
 
Income tax expense
 
 
$
(216
)
 
$
166

 
Consolidated net income
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
(209
)
 
$
161

 
 
 
(1)
These accumulated other comprehensive income components are included in the computation of net periodic pension cost. (See Note 6. “Pension and Postretirement Benefits other than Pensions” for additional details.)
The following table summarizes the Company’s equity and redeemable noncontrolling interest activity for the three months ended March 31, 2014:
 
Cooper-Standard Holdings Inc.
 
Noncontrolling Interests
 
Total Equity
 
Redeemable Noncontrolling Interest
Equity at January 1, 2014
$
618,150

 
$
(2,578
)
 
$
615,572

 
$
5,153

Net income
19,735

 
1,621

 
21,356

 
1

Warrant exercise
4,571

 
—

 
4,571

 
—

Other comprehensive income (loss)
(803
)
 
10

 
(793
)
 
166

Stock-based compensation
3,631

 
—

 
3,631

 
—

Shares issued under stock option plans
(454
)
 
—

 
(454
)
 
—

Equity at March 31, 2014
$
644,830

 
$
(947
)
 
$
643,883

 
$
5,320

 
9. Net Income Per Share Attributable to Cooper-Standard Holdings Inc.
Basic net income per share attributable to Cooper-Standard Holdings Inc. was computed by dividing net income attributable to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding during the period excluding unvested restricted shares. Diluted net income per share attributable to Cooper-Standard Holdings Inc. was computed using the treasury stock method by dividing diluted net income available to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding, including the dilutive effect of common stock equivalents, using the average share price during the period.

12
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)

A summary of information used to compute basic and diluted net income per share attributable to Cooper-Standard Holdings Inc. is shown below:
 
Three Months Ended March 31,
 
2013
 
2014
Net income attributable to Cooper-Standard Holdings Inc.
$
20,701

 
$
19,735

Less: 7% Preferred stock dividends (paid or unpaid)
(1,677
)
 
—

Less: Undistributed earnings allocated to participating securities
(3,724
)
 
—

Net income available to Cooper-Standard Holdings Inc. common stockholders
$
15,300

 
$
19,735

 
 
 
 
Basic weighted average shares of common stock outstanding
16,621,120

 
16,656,600

Dilutive effect of:
 
 
 
Restricted common stock
252,817

 
151,772

Restricted 7% preferred stock
32,315

 
—

Warrants
693,043

 
1,038,338

Options
112,083

 
73,561

Diluted weighted average shares of common stock outstanding
17,711,378

 
17,920,271

 
 
 
 
Basic net income per share attributable to Cooper-Standard Holdings Inc.
$
0.92

 
$
1.18

 
 
 
 
Diluted net income per share attributable to Cooper-Standard Holdings Inc.
$
0.86

 
$
1.10

 

The effect of certain common stock equivalents was excluded from the computation of weighted average diluted shares outstanding as inclusion would have been antidilutive. A summary of common stock equivalents excluded from the computation of weighted average diluted shares outstanding is shown below:
 
 
Three Months Ended March 31,
 
2013
 
2014
Number of options
471,898

 
479,211

Exercise price
 $43.50-52.50

 
 $25.52-66.23

Restricted common stock
—

 
70,420

7% Preferred stock, as if converted
4,045,852

 
—

7% Preferred stock dividends, undistributed earnings and premium allocated to participating securities that would be added back in the diluted calculation
$
5,401

 
$
—

10. Stock-Based Compensation
Under the Company's Omnibus incentive plans, stock options, restricted common stock, restricted 7% preferred stock, unrestricted common stock and restricted stock units have been granted to key employees and directors. Total compensation expense recognized was $3,800 and $3,906 for the three months ended March 31, 2013 and 2014, respectively. 

13
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)

11. Other Income (Expense), Net
The components of other income (expense), net are as follows:
 
Three Months Ended March 31,
 
2013
 
2014
Foreign currency gains
$
260

 
$
532

Unrealized losses related to forward contracts
(188
)
 
(38
)
Loss on sale of receivables
(373
)
 
(464
)
Miscellaneous expense
(31
)
 
—

Other income (expense), net
$
(332
)
 
$
30

12. Related Party Transactions
Sales to Nishikawa Standard Company ("NISCO"), a 40% owned joint venture, totaled $11,570 and $10,850 for the three months ended March 31, 2013 and 2014, respectively. In March 2013, the Company received from NISCO a dividend of $4,000, consisting of $1,880 related to earnings and a $2,120 return on capital. In March 2014, the Company received from NISCO a dividend of $1,760, consisting of $809 related to earnings and a $951 return of capital.
Purchases of materials from Guyoung Technology Co. Ltd ("Guyoung"), a Korean corporation of which the Company owned approximately 20% and 17% of the common stock at March 31, 2013 and 2014, respectively, totaled $690 and $441 for the three months ended March 31, 2013 and 2014, respectively. In March, 2014, the Company received from Guyoung a dividend of $224, all of which was related to earnings. The Company recorded an unrealized gain on investment of $1,849 for the three months ended March 31, 2014. At March 31, 2014, the amortized cost and fair value of the investment was $1,299 and $3,148, respectively.
13. Business Segments
ASC 280, “Segment Reporting,” establishes the standards for reporting information about operating segments in financial statements. The Company organized, managed and reported its global business operations through two geographic segments in the first quarter of 2013. In April 2013, the Company implemented organizational and management changes of its global business operations resulting in four reportable segments associated with geographic regions. In applying the criteria set forth in ASC 280, the Company revised its segment disclosures beginning with the second quarter of 2013 from the two reportable segments, North America and International, to four reportable segments, North America, Europe, South America and Asia Pacific. The Company’s principal product lines within each of these segments are sealing and trim systems, fuel and brake delivery systems, fluid transfer systems, thermal and emissions systems, and anti-vibration systems. The Company evaluates segment performance based on segment profit before tax. The results of each segment include certain allocations for general, administrative, interest, and other shared costs. Prior periods have been revised to conform to the current period presentation.


14
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)

     The following tables detail information on the Company’s business segments:
 
Three Months Ended March 31,
 
2013
 
2014
Sales to external customers
 
 
 
North America
$
382,808

 
$
432,605

Europe
264,487

 
308,161

South America
45,402

 
39,766

Asia Pacific
54,860

 
57,074

Consolidated
$
747,557

 
$
837,606

Intersegment sales
 
 
 
North America
$
3,734

 
$
3,359

Europe
1,847

 
2,227

South America
—

 
—

Asia Pacific
2,105

 
1,847

Eliminations and other
(7,686
)
 
(7,433
)
Consolidated
$
—

 
$
—

Segment profit (loss)
 
 
 
North America
$
33,806

 
$
38,460

Europe
(6,053
)
 
(3,182
)
South America
(3,381
)
 
(2,507
)
Asia Pacific
3,392

 
650

Income before income taxes
$
27,764

 
$
33,421

Restructuring cost included in segment profit (loss)
 
 
 
North America
$
1,784

 
$
98

Europe
2,970

 
2,863

South America
—

 
—

Asia Pacific
6

 
128

Consolidated
$
4,760

 
$
3,089

 
 
December 31,
2013
 
March 31,
2014
Segment assets
 
 
 
North America
$
866,847

 
$
926,044

Europe
680,920

 
705,154

South America
138,469

 
144,275

Asia Pacific
243,736

 
245,378

Eliminations and other
172,782

 
127,062

Consolidated
$
2,102,754

 
$
2,147,913


15
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)

14. Guarantor and Non-Guarantor Subsidiaries
On May 27, 2010, Cooper-Standard Automotive Inc. (the “Issuer”), a wholly-owned subsidiary of Cooper-Standard Holdings Inc., issued 8.5% senior notes due 2018 (“the Senior Notes”) with a total principal amount of $450,000. Cooper-Standard Holdings Inc. and all wholly-owned domestic subsidiaries of Cooper-Standard Automotive Inc. (the “Guarantors”) unconditionally guarantee the Senior Notes. The following condensed consolidated financial data provides information regarding the financial position, results of operations, and cash flows of the Guarantors. The Guarantors account for their investments in the non-guarantor subsidiaries on the equity method. The principal elimination entries are to eliminate the investments in subsidiaries and intercompany balances and transactions.

 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2013

 
Parent
 
Issuer
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated Totals
 
(dollar amounts in millions)
Sales
$
—

 
$
145.2

 
$
165.7

 
$
486.3

 
$
(49.6
)
 
$
747.6

Cost of products sold
—

 
120.5

 
133.2

 
423.2

 
(49.6
)
 
627.3

Selling, administration, & engineering expenses
—

 
34.8

 
3.1

 
37.2

 
—

 
75.1

Amortization of intangibles
—

 
2.9

 
—

 
1.0

 
—

 
3.9

Restructuring
—

 
1.6

 
0.1

 
3.0

 
—

 
4.7

Operating profit (loss)
—

 
(14.6
)
 
29.3

 
21.9

 
—

 
36.6

Interest expense, net of interest income
—

 
(8.3
)
 
—

 
(2.9
)
 
—

 
(11.2
)
Equity earnings
—

 
1.0

 
0.9

 
0.8

 
—

 
2.7

Other income (expense), net
—

 
7.5

 
0.1

 
(7.9
)
 
—

 
(0.3
)
Income (loss) before income taxes
—

 
(14.4
)
 
30.3

 
11.9

 
—

 
27.8

Income tax expense (benefit)
—

 
(2.7
)
 
5.5

 
5.1

 
—

 
7.9

Income (loss) before equity in income of subsidiaries
—

 
(11.7
)
 
24.8

 
6.8

 
—

 
19.9

Equity in net income of subsidiaries
20.7

 
32.4

 
—

 
—

 
(53.1
)
 
—

Net income
20.7

 
20.7

 
24.8

 
6.8

 
(53.1
)
 
19.9

Net loss attributable to noncontrolling interests
—

 
—

 
—

 
0.8

 
—

 
0.8

Net income attributable to Cooper-Standard Holdings Inc.
$
20.7

 
$
20.7

 
$
24.8

 
$
7.6

 
$
(53.1
)
 
$
20.7

 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income
$
12.9

 
$
12.9

 
$
24.8

 
$
1.4

 
$
(40.1
)
 
$
11.9

Add: Comprehensive loss attributable to noncontrolling interests
—

 
—

 
—

 
1.0

 
—

 
1.0

Comprehensive income attributable to Cooper-Standard Holdings Inc.
$
12.9

 
$
12.9

 
$
24.8

 
$
2.4

 
$
(40.1
)
 
$
12.9


16
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2014

 
Parent
 
Issuer
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated Totals
 
(dollar amounts in millions)
Sales
$
—

 
$
155.3

 
$
175.1

 
$
557.5

 
$
(50.3
)
 
$
837.6

Cost of products sold
—

 
133.3

 
137.8

 
482.5

 
(50.3
)
 
703.3

Selling, administration, & engineering expenses
—

 
36.8

 
(0.2
)
 
43.0

 
—

 
79.6

Amortization of intangibles
—

 
2.9

 
—

 
1.5

 
—

 
4.4

Restructuring
—

 
—

 
0.1

 
3.0

 
—

 
3.1

Operating profit (loss)
—

 
(17.7
)
 
37.4

 
27.5

 
—

 
47.2

Interest expense, net of interest income
(4.0
)
 
(7.2
)
 
—

 
(3.8
)
 
—

 
(15.0
)
Equity earnings
—

 
0.3

 
—

 
0.9

 
—

 
1.2

Other income (expense), net
—

 
6.9

 
0.1

 
(7.0
)
 
—

 
—

Income (loss) before income taxes
(4.0
)
 
(17.7
)
 
37.5

 
17.6

 
—

 
33.4

Income tax expense (benefit)
(1.7
)
 
(7.0
)
 
15.8

 
5.0

 
—

 
12.1

Income (loss) before equity in income of subsidiaries
(2.3
)
 
(10.7
)
 
21.7

 
12.6

 
—

 
21.3

Equity in net income of subsidiaries
22.0

 
32.7

 
—

 
—

 
(54.7
)
 
—

Net income
19.7

 
22.0

 
21.7

 
12.6

 
(54.7
)
 
21.3

Net income attributable to noncontrolling interest
—

 
—

 
—

 
(1.6
)
 
—

 
(1.6
)
Net income attributable to Cooper-Standard Holdings Inc.
$
19.7

 
$
22.0

 
$
21.7

 
$
11.0

 
$
(54.7
)
 
$
19.7

 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income
$
18.9

 
$
21.2

 
$
21.7

 
$
11.4

 
$
(52.5
)
 
$
20.7

Less: Comprehensive income attributable to noncontrolling interests
—

 
—

 
—

 
(1.8
)
 
—

 
(1.8
)
Comprehensive income attributable to Cooper-Standard Holdings Inc.
$
18.9

 
$
21.2

 
$
21.7

 
$
9.6

 
$
(52.5
)
 
$
18.9


 

17
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)

CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2013
 
Parent
 
Issuer
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated Totals
 
(dollar amounts in millions)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
13.1

 
$
83.0

 
$
—

 
$
88.3

 
$
—

 
$
184.4

Accounts receivable, net
—

 
55.5

 
70.9

 
239.4

 
—

 
365.8

Tooling receivable
—

 
27.1

 
15.7

 
113.4

 
—

 
156.2

Inventories
—

 
24.6

 
32.3

 
122.9

 
—

 
179.8

Prepaid expenses
—

 
6.2

 
0.6

 
20.1

 
—

 
26.9

Other
—

 
26.4

 
0.7

 
55.2

 
—

 
82.3

Total current assets
13.1

 
222.8

 
120.2

 
639.3

 
—

 
995.4

Investments in affiliates and intercompany accounts, net
800.5

 
231.8

 
1,191.6

 
(110.2
)
 
(2,047.2
)
 
66.5

Property, plant, and equipment, net
—

 
103.6

 
58.6

 
570.7

 
—

 
732.9

Goodwill
—

 
111.1

 
—

 
28.6

 
—

 
139.7

Other assets
4.8

 
150.1

 
(40.8
)
 
54.2

 
—

 
168.3

 
$
818.4

 
$
819.4

 
$
1,329.6

 
$
1,182.6

 
$
(2,047.2
)
 
$
2,102.8

LIABILITIES & EQUITY
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Debt payable within one year
$
—

 
$
—

 
$
—

 
$
28.3

 
$
—

 
$
28.3

Accounts payable
—

 
53.8

 
54.6

 
247.0

 
—

 
355.4

Accrued liabilities
3.7

 
40.8

 
3.7

 
138.3

 
—

 
186.5

Total current liabilities
3.7

 
94.6

 
58.3

 
413.6

 
—

 
570.2

Long-term debt
196.5

 
450.0

 
—

 
9.6

 
—

 
656.1

Other liabilities
—

 
115.3

 
(0.1
)
 
140.5

 
—

 
255.7

Total liabilities
200.2

 
659.9

 
58.2

 
563.7

 
—

 
1,482.0

Redeemable noncontrolling interests
—

 
—

 
—

 
5.2

 
—

 
5.2

Total Cooper-Standard Holdings Inc. equity
618.2

 
159.5

 
1,271.4

 
616.3

 
(2,047.2
)
 
618.2

Noncontrolling interests
—

 
—

 
—

 
(2.6
)
 
—

 
(2.6
)
Total equity
618.2

 
159.5

 
1,271.4

 
613.7

 
(2,047.2
)
 
615.6

Total liabilities and equity
$
818.4

 
$
819.4

 
$
1,329.6

 
$
1,182.6

 
$
(2,047.2
)
 
$
2,102.8


 

18
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)

CONDENSED CONSOLIDATING BALANCE SHEET
March 31, 2014
 
 
Parent
 
Issuer
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated Totals
 
(dollar amounts in millions)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
13.1

 
$
56.3

 
$
—

 
$
68.6

 
$
—

 
$
138.0

Accounts receivable, net
—

 
77.1

 
88.2

 
273.8

 
—

 
439.1

Tooling receivable
—

 
22.9

 
18.9

 
105.7

 
—

 
147.5

Inventories
—

 
24.2

 
32.5

 
131.9

 
—

 
188.6

Prepaid expenses
—

 
5.6

 
0.6

 
19.9

 
—

 
26.1

Other
—

 
27.0

 
0.6

 
57.6

 
—

 
85.2

Total current assets
13.1

 
213.1

 
140.8

 
657.5

 
—

 
1,024.5

Investments in affiliates and intercompany accounts, net
829.4

 
237.4

 
1,200.8

 
(126.5
)
 
(2,076.0
)
 
65.1

Property, plant, and equipment, net
—

 
105.5

 
59.3

 
592.5

 
—

 
757.3

Goodwill
—

 
111.1

 
—

 
28.2

 
—

 
139.3

Other assets
6.4

 
155.2

 
(56.7
)
 
56.8

 
—

 
161.7

 
$
848.9

 
$
822.3

 
$
1,344.2

 
$
1,208.5

 
$
(2,076.0
)
 
$
2,147.9

LIABILITIES & EQUITY
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Debt payable within one year
$
—

 
$
0.5

 
$
—

 
$
31.4

 
$
—

 
$
31.9

Accounts payable
—

 
46.7

 
47.7

 
232.5

 
—

 
326.9

Accrued liabilities
7.4

 
56.2

 
3.5

 
154.6

 
—

 
221.7

Total current liabilities
7.4

 
103.4

 
51.2

 
418.5

 
—

 
580.5

Long-term debt
196.7

 
450.0

 
—

 
14.6

 
—

 
661.3

Other liabilities
—

 
111.8

 
(0.1
)
 
145.2

 
—

 
256.9

Total liabilities
204.1

 
665.2

 
51.1

 
578.3

 
—

 
1,498.7

Redeemable noncontrolling interests
—

 
—

 
—

 
5.3

 
—

 
5.3

Total Cooper-Standard Holdings Inc. equity
644.8

 
157.1

 
1,293.1

 
625.8

 
(2,076.0
)
 
644.8

Noncontrolling interests
—

 
—

 
—

 
(0.9
)
 
—

 
(0.9
)
Total equity
644.8

 
157.1

 
1,293.1

 
624.9

 
(2,076.0
)
 
643.9

Total liabilities and equity
$
848.9

 
$
822.3

 
$
1,344.2

 
$
1,208.5

 
$
(2,076.0
)
 
$
2,147.9




19
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
(Dollar amounts in thousands except Note 14, per share and share amounts)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2013
 
 
Parent
 
Issuer
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated Totals
 
(dollar amounts in millions)
OPERATING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
1.7

 
$
(4.4
)
 
$
(2.4
)
 
$
(8.2
)
 
$
—

 
$
(13.3
)
INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures
—

 
(6.4
)
 
(4.1
)
 
(23.8
)
 
—

 
(34.3
)
Return on equity investments
—

 
—

 
2.1

 
—

 
—

 
2.1

Proceeds from the sale of fixed assets
—

 
—

 
—

 
0.2

 
—

 
0.2

Net cash used in investing activities
—

 
(6.4
)
 
(2.0
)
 
(23.6
)
 
—

 
(32.0
)
FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
Increase in short-term debt
—

 
—

 
—

 
4.9

 
—

 
4.9

Principal payments on long-term debt
—

 
—

 
—

 
(1.8
)
 
—

 
(1.8
)
Purchase of noncontrolling interest
—

 
—

 
—

 
(1.9
)
 
—

 
(1.9
)
Repurchase of common stock
—

 
(11.1
)
 
—

 
—