Form 8-K Cooper-Standard Holdings For: Feb 24
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) – February 24, 2015 (February 24, 2015)
COOPER-STANDARD HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-54305 | 20-1945088 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
39550 Orchard Hill Place Drive, Novi, Michigan | 48375 | |||
(Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code (248) 596-5900
Check the appropriate box below in the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) |
Item 2.02 Results of Operations and Financial Condition.
On February 24, 2015, Cooper-Standard Holdings Inc. (the “Company”) issued a press release regarding its results of operations and financial condition for the fourth quarter and full year ended December 31, 2014. The press release is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On February 24, 2015, the Company made available the presentation slides attached hereto as Exhibit 99.2 in the teleconference to discuss its 2014 fourth quarter and full year results. Exhibit 99.2 is incorporated by reference herein.
The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are furnished pursuant to Item 9.01 of Form 8-K:
99.1 Press release dated February 24, 2015.
99.2 | Presentation slides from the teleconference to discuss the Company’s 2014 fourth quarter and full year results held on February 24, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Cooper-Standard Holdings Inc.
/s/ Aleksandra A. Miziolek
Name: Aleksandra A. Miziolek
Title: Senior Vice President, General
Counsel & Secretary
Date: February 24, 2015
EXHIBIT INDEX
Exhibit
Number Exhibit Description
99.1 Press release dated February 24, 2015.
99.2 | Presentation slides from the teleconference to discuss the Company’s 2014 fourth quarter and full year results held on February 24, 2015. |
COOPER STANDARD REPORTS FOURTH QUARTER, FULL YEAR 2014 FINANCIAL RESULTS AND PROVIDES 2015 GUIDANCE
• | Full year sales increased 5 percent, outpacing market |
• | Year-over-year improvement in operating profit |
• | Key agreements to expand business in Asia Pacific |
NOVI, Mich., Feb. 24, 2015 -- Cooper-Standard Holdings Inc. (NYSE: CPS), the parent company of Cooper Standard Automotive, a leading global supplier of systems and components for the automotive industry, today announced financial results for the fourth quarter and full year ended December 31, 2014. The Company also provided guidance for full year 2015.
“Our sales increased by five percent for the year, with improved operating profit. We also continued to execute our profitable growth strategy with two significant transactions in China. In addition, we introduced four breakthrough innovations and continued to upgrade our global infrastructure,” said Jeffrey Edwards, chairman and CEO, Cooper Standard. “Macroeconomic headwinds in Europe and Brazil, combined with foreign exchange volatility and soft sales on certain key platforms in North America, impacted results in the fourth quarter and full year. As we enter 2015, we remain committed to strengthening our operations and expanding our margins to enhance shareholder value.”
Fourth Quarter and Full Year 2014 Results
Cooper Standard reported revenue of $767.9 million for the fourth quarter of 2014, as compared to $794.2 million in the same quarter of the previous year. The decline was primarily driven by unfavorable foreign exchange of $31.5 million. Full year revenue was $3.2 billion, up from $3.1 billion in 2013, driven by an increase in production volume in North America, Europe and Asia Pacific. In addition, the Jyco acquisition, which was completed on July 31, 2013, provided $45.2 million of incremental sales. Full year sales were partially offset by unfavorable foreign exchange and customer price concessions.
Gross profit for the fourth quarter of 2014 was $117.8 million, as compared to $105.1 million for the fourth quarter of 2013. For the full year 2014, the Company generated a gross profit of $509.4 million, representing 15.7 percent of sales, compared to $472.7 million in 2013, or 15.3 percent of sales. The increase was driven by the favorable impact of continuous improvement, material cost savings and increased production volumes in North America, Europe and Asia Pacific.
Operating profit for the fourth quarter of 2014 was $7.1 million, as compared to $14.6 million in the same quarter in 2013. Favorable gross profit and lower restructuring charges of $8.2 million were more than offset by noncash impairment charges of $26.3 million and pension settlement charges of $3.6 million. Despite fourth quarter charges, full year operating profit was $164.5 million or 5.1 percent of sales, up from $142.1 million or 4.6 percent of sales driven by revenue growth, gross profit expansion, lower restructuring costs, and the gain on the sale of the Company’s thermal and emissions product line.
The Company reported a net loss of $12.8 million in the fourth quarter of 2014, compared to a net loss of $20.8 million in the same quarter of 2013. For the full year 2014, the Company reported a net income of $42.8 million or $2.39 per share on a fully diluted basis. This compares with net income of $47.9 million or $2.24 per share in 2013. Net income for the year also included $18.9 million (after tax) of debt extinguishment costs related to the Company's debt repurchase transactions that were completed in Q2 2014.
For the fourth quarter of 2014, Cooper Standard reported adjusted EBITDA of $72.1 million or 9.4 percent of sales, up from $58.7 million or 7.4 percent of sales in the same quarter in 2013. Adjusted EBITDA for the full year 2014 was $311.5 million, or 9.6 percent of sales, compared to $287.4 million, or 9.3 percent of sales in 2013.
2015 Guidance
For 2015, assuming North American vehicle production volume of 17.4 million units, European production volume of 20.3 million units and an average full year exchange rate of 1 Euro = $1.19 and 1 Canadian dollar = $0.84, the Company expects:
• | Consolidated Sales: $3.3 - $3.4 billion |
• | Capital Expenditures: $185 - $210 million |
• | Cash Restructuring Expenses: $35 - $45 million |
• | Cash Taxes: $45 - $55 million |
• | Adj. EBITDA Percent of Sales: 50 -75 bps improvement over 2014 |
Net Income to Adjusted EBITDA Reconciliation
The following table provides a reconciliation of EBITDA and adjusted EBITDA to net income, which is the most comparable U.S. GAAP financial measure:
Year Ended December 31, | Quarter Ended December 31, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
(dollar amounts in millions) | (dollar amounts in millions) | |||||||||||||||
Net income (loss) attributable to Cooper-Standard Holdings Inc. | $ | 47.9 | $ | 42.8 | $ | (20.8 | ) | $ | (12.8 | ) | ||||||
Income tax expense (benefit) | 45.6 | 42.8 | 21 | 7.4 | ||||||||||||
Interest expense, net of interest income | 54.9 | 45.6 | 14.9 | 10.3 | ||||||||||||
Depreciation and amortization | 111.1 | 112.6 | 27.9 | 27.9 | ||||||||||||
EBITDA | $ | 259.5 | $ | 243.8 | $ | 43 | $ | 32.8 | ||||||||
Loss on extinguishment of debt (1) | — | 30.5 | — | — | ||||||||||||
Impairment charges (2) | — | 26.3 | — | 26.3 | ||||||||||||
Restructuring (3) | 21.2 | 17.2 | 14.3 | 5.7 | ||||||||||||
Gain on divestiture (4) | — | (14.6 | ) | — | 3.3 | |||||||||||
Settlement charges (5) | — | 3.6 | — | 3.6 | ||||||||||||
Stock-based compensation (6) | 5.2 | 2.8 | 0.9 | — | ||||||||||||
Acquisition costs | 0.9 | 0.7 | 0.2 | 0.3 | ||||||||||||
Other | 0.6 | 1.2 | 0.3 | 0.1 | ||||||||||||
Adjusted EBITDA | $ | 287.4 | $ | 311.5 | $ | 58.7 | $ | 72.1 | ||||||||
(1) Loss on extinguishment of debt relating to the repurchase of our Senior Notes and Senior PIK Toggle Notes. | ||||||||||||||||
(2) Impairment charges in 2014 related to fixed assets of $24.6 million and intangible assets of $1.7 million. | ||||||||||||||||
(3) Includes non-cash restructuring and is net of non-controlling interest. | ||||||||||||||||
(4) Gain on sale of thermal and emissions product line. | ||||||||||||||||
(5) Settlement charges relating to the US pension plans that were amended to offer a one-time voluntary lump sum window to certain terminated vested participants. | ||||||||||||||||
(6) Non-cash stock amortization expense and non-cash stock option expense for grants issued at the time of 2010 reorganization. | ||||||||||||||||
Conference Call Details
Cooper Standard will host a conference call and webcast on February 24 at 9 a.m. ET to discuss its fourth quarter and full year 2014 results, provide a general business update and respond to investor questions.
An interactive webcast will also be available by clicking here.
To participate in the live question-and-answer session, callers in the United States and Canada should dial toll-free 800-949-4315 (international callers dial 678-825-8315) and provide the conference ID 84006788 or ask to be connected to the Cooper Standard teleconference. Callers should dial in at least five minutes prior to the start of the call. Financial and automotive analysts are invited to ask questions after the presentations are made.
Individuals unable to participate during the live teleconference or webcast may visit the investors' portion of the Cooper Standard website (www.ir.cooperstandard.com/events.cfm) for a webcast or podcast replay of the presentation.
About Cooper Standard
Cooper Standard, headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Products include sealing, fuel and brake delivery, fluid transfer and anti-vibration systems. Cooper Standard employs more than 27,000 people globally and operates in 20 countries around the world. For more information, please visit www.cooperstandard.com.
Forward Looking Statements
There are a number of risks and uncertainties that could cause the Company's actual results to differ materially from the forward-looking statements contained in this announcement. Important factors that could cause the Company's actual results to differ materially from the forward-looking statements made herein include, but are not limited to: prolonged or material contractions in automotive sales and production volumes, the Company's liquidity, the viability of the Company's supply base and the financial conditions of the Company's customers; loss of large customers or significant platforms; the Company's ability to obtain financing in the future; ability to generate sufficient cash to service all of the Company's indebtedness; operating and financial restrictions imposed on the Company by the term loan and credit agreement; underfunding of pension plans; availability and increasing volatility in costs of manufactured components and raw materials; escalating pricing pressures; the Company's ability to meet significant increases in demand; the Company's ability to successfully compete in the automotive parts industry; risks associated with the Company's non-U.S. operations; foreign currency exchange rate fluctuations; ability to control the operations of the Company's joint ventures for the Company’s sole benefit; effectiveness of continuous improvement programs and other cost savings plans; product liability, warranty and recall claims that may be brought against the Company; work stoppages or other labor conditions; natural disasters; ability to meet the Company's customers' needs for new and improved products on a timely or cost-effective basis; the possibility that the Company's acquisition strategy may not be successful; the ability of the Company's intellectual property portfolio to withstand legal challenges; a disruption in or the inability to successfully implement upgrades to the Company's information technology systems; environmental, health and safety laws and other laws and regulations; the possible volatility of the Company's annual effective tax rate; significant changes in discount rates and the actual return on pension assets and other factors; the possibility of future impairment charges to the Company's goodwill and long-lived assets; the concentration of stock ownership may allow a few owners to exert significant control over the Company; stock volatility; and dependence on the Company's subsidiaries for cash to satisfy the obligations of the holding Company.
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CPS_F
Contact for Analysts:
Glenn Dong
Cooper Standard
(248) 596-6031
Contact for Media:
Sharon Wenzl
Cooper Standard
(248) 596-6211
1 DRIVE FOR PROFITABLE GROWTH Fourth Quarter and Full Year 2014 Earnings Call February 24, 2015
2 2 Forward-Looking Statements There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this presentation. Important factors that could cause the Company's actual results to differ materially from the forward-looking statements made herein include, but are not limited to: prolonged or material contractions in automotive sales and production volumes, the Company's liquidity, the viability of the Company's supply base and the financial conditions of the Company's customers; loss of large customers or significant platforms; the Company's ability to obtain financing in the future; ability to generate sufficient cash to service all of the Company's indebtedness; operating and financial restrictions imposed on the Company by the term loan and credit agreement; underfunding of pension plans; availability and increasing volatility in costs of manufactured components and raw materials; escalating pricing pressures; the Company's ability to meet significant increases in demand; the Company's ability to successfully compete in the automotive parts industry; risks associated with the Company's non-U.S. operations; foreign currency exchange rate fluctuations; ability to control the operations of the Company's joint ventures for the Company’s sole benefit; effectiveness of continuous improvement programs and other cost savings plans; product liability, warranty and recall claims that may be brought against the Company; work stoppages or other labor conditions; natural disasters; ability to meet the Company's customers' needs for new and improved products on a timely or cost-effective basis; the possibility that the Company's acquisition strategy may not be successful; the ability of the Company's intellectual property portfolio to withstand legal challenges; a disruption in or the inability to successfully implement upgrades to the Company's information technology systems; environmental, health and safety laws and other laws and regulations; the possible volatility of the Company's annual effective tax rate; significant changes in discount rates and the actual return on pension assets and other factors; the possibility of future impairment charges to the Company's goodwill and long-lived assets; the concentration of stock ownership may allow a few owners to exert significant control over the Company; stock volatility; and dependence on the Company's subsidiaries for cash to satisfy the obligations of the holding Company.
3 Jeff Edwards Chairman and Chief Executive Officer
4 4 2014 Business Update • Increased full year sales to $3.244 billion, up 5.0% • Improved year-over-year Q4 adjusted EBITDA margin by 200 bps • Continued to improve sealing business margins • Agreed to acquire largest sealing company in China • Successful debt refinancing
5 5 Highlights • Breakthrough innovations • Asia Pacific growth • French JV acquisition • Spain re-entry • Thermal and Emissions product line divestiture • Improved safety performance by 22% in 2014 • Launched 102 new programs • Introduced Best Business Practices to drive margin expansion • Rolled-out Cooper Standard Operating Systems (CSOS) Business Operational
6 6 Revenue 2012 - 2017 $2.0 $2.5 $3.0 $3.5 $4.0 $4.5 2012 2013 2014 2015F 2016F 2017F Revenue Outpacing Industry Key Growth Drivers • Positioning to outpace competition on global platforms • Gaining significant China and North America market share • Developing new strategic partnerships • Commercializing break-through technology • Laser focused on filling product line white space across customer base Industry CAGR ≈ 3.4% CPS CAGR ≈ 5 - 6% Reflects Euro at 1.19 and Canadian dollar at .84 Industry CAGR calculated from January 2015 IHS Forecast $ Bi lli on U SD
7 7 Revenue Growth Note: Numbers subject to rounding 2014 Revenue by Product Lines - $3.2 billion Sealing 52% Fuel & Brake 20% Fluid Transfer 14% AVS 8% T&E Non- Automotive 2011-2014 Revenue by Customers * Others include Revenue to Tier ½ and commercial vehicle customers ($ million) OEM 2011 2014 2011- 2014 Change Tata Motors $ 45 $ 80 78% Daimler 75 133 76% Geely Motors 48 69 43% FCA 300 419 40% GM 404 508 26% BMW 50 59 19% Toyota 30 34 13% Ford 741 766 3% PSA 204 208 2% Renault/Nissan 107 103 -4% VAG 189 172 -9% Others* 660 694 5% $ 2,854 $ 3,244 14%
8 Allen Campbell Executive Vice President and Chief Financial Officer
9 Passion for Performance Full Year Sales Growth Outpacing Market Note: Numbers subject to rounding (1) Source : January 2015 IHS Forecast / Full year Q4 2013 - $794 Q4 2014 - $768 Full Year 2013 - $3,091 Full Year 2014 - $3,244 $ USD Millions Fourth Quarter Full Year $0 $100 $200 $300 $400 $500 North America Europe Asia Pacific South America $426 $270 $60 $38 $401 $259 $72 $36 $0 $250 $500 $750 $1,000 $1,250 $1,500 $1,750 North America Europe Asia Pacific South America $1,618 $1,076 $220 $177 $1,699 $1,138 $249 $158 Sales up 1.7x market (1)
10 10 Content Per Vehicle on Top Five Platforms Vehicle1 Content Per Vehicle2 Sealing F&B FTS AVS Ford F-150 ≈ $440 GM Silverado / Sierra/ Tahoe / Yukon / Escalade ≈ $170 Ford Focus / Escape 3 ≈ $95 Ford Fiesta / B Max / Ecosport 3 ≈ $130 Ford Mondeo / S-Max; Volvo S60 / V70; Tata Range Rover 4 ≈ $160 1 Ranking based on 2014 full year revenue 2 Approximate 3 Sales adjusted for cross platform products 4 This particular Volvo model is not global but the platform was designed as part of Ford’s global platform
11 11 Improved Q4 and FY 2014 Performance $ USD Millions, except Fully Diluted EPS / % Note: Numbers subject to rounding Fourth Quarter Full Year 2013 2014 2013 2014 $794.2 $767.9 Sales $3,090.5 $3,244.0 105.1 117.8 Gross Profit 472.7 509.4 13.2% 15.3% % Margin 15.3% 15.7% 72.6 73.1 SGA&E 293.4 301.7 14.6 7.1 Operating Profit 142.1 164.5 1.8% 0.9% % Margin 4.6% 5.1% ($20.8) ($12.8) Net Income (Loss) $47.9 $42.8 ($1.44) ($0.79) Fully Diluted EPS $2.24 $2.39 $58.7 $72.1 Adjusted EBITDA $287.4 $311.5 7.4% 9.4% % Margin 9.3% 9.6%
12 12 EBITDA and Adjusted EBITDA Reconciliation $ USD Millions 2014 Net income Income tax expense EBITDA Restructuring, net of noncontrolling interest Adjusted EBITDA Twelve Months Ended Dec 31, Interest expense, net of interest income Depreciation and amortization EBITDA and Adjusted EBITDA are Non-GAAP measures. See appendix. $ 311.5 $ 42.8 Note: Numbers subject to rounding See 10-K Filing for further details Stock based compensation - reorganization 42.8 45.6 112.6 $ 243.8 17.2 2.8 Acquisition related and other costs 1.9 2013 $ 287.4 $ 47.9 45.6 54.9 111.1 $ 259.5 21.2 5.2 1.5 Gain on sale of Thermal and Emissions - (14.6) Loss on extinguishment of debt - 30.5 Non-cash impairment charges 26.3 Pension settlement charges - 3.6 -
13 13 Full Year 2014 Cash Flow and Key Financial Ratios Note: Numbers subject to rounding Liquidity Cash Balance as of December 31, 2013 $ 184.4 Cash generated 82.9 Cash Balance as of December 31, 2014 $ 267.3 ABL Revolver 180.0 Letters of Credit (35.6) Total Liquidity $ 411.7 Key Financial Ratios EBITDA, Adjusted EBITDA and Financial Ratios are Non-GAAP measures. See appendix. • Net Leverage $ 519 M • Net Leverage to Adjusted EBITDA 1.7 x • Interest Coverage Ratio 6.8 x (1) Other include purchase of remaining equity interest of CS France JV , sale of fixed assets, foreign exchange, and others $ USD Millions $184 $163 $267 $214 $43 $192 $68 $29 $7 $0 $100 $200 $300 $400 $500 12/31/2013 Cash Balance Cash from business Changes in operating assets & liabilities Capital expenditures Subtotal Financing activities M&A Other 12/31/2014 Cash Balance
14 14 Current Headwinds Impacting Business 1.9 2.0 2.1 2.2 2.3 Q1 Q2 Q3 Q4 0.5 1.0 1.5 Q1 Q2 Q3 Q4 USD/CAD EUR/USD Detroit 3 Light Vehicle Production Light Vehicle Production - Brazil m ill io n u n it s m ill io n u n it s 2013 2014 Source: IHS Automotive Source: IHS Automotive Source: Bloomberg 0.8 0.9 0.9 1.0 1.1 1.2 1.3 1.4 1.5 4.0 5.0 6.0 Q1 Q2 Q3 Q4 m ill io n u n it s Light Vehicle Production - Europe Foreign exchange volatility North America Vehicle Mix Europe Soft Production Volume Brazil Challenging economic environment Source: IHS Automotive
15 15 2015 Guidance North American production 17.4 million units European (including Russia) production 20.3 million units Average full year exchange rate 1 EUR = $1.19 USD 1 CAD = $0.84 USD • Revenue $3.3 - $3.4 billion • Capital Expenditure $185 - $210 million • Restructuring $35 - $45 million • Cash Tax $45 - 55 million • Adj. EBITDA Margin 50-75 bps improvement Key Assumptions
16 Q&A
17 Appendix
18 18 Note: Numbers subject to rounding Adj. EBITDA % Margin – Twelve Months Ended December 31, 2014 (1) Includes noncash restructuring and is net of noncontrolling interest. (2) Non-cash stock amortization expense and non-cash stock option expense for grants issued at time of the Company’s 2010 reorganization. (3) Impairment charges in 2014 related to fixed assets of $24.6 million and intangible assets of $1.7 million.. (4) Loss on extinguishment of debt relating to the repurchase of our Senior Notes and Senior PIK Toggle Notes. (5) Gain on sale of thermal and emissions product line. (6) Settlement charges relating to the US pension plans that were amended to offer a one-time voluntary lump sum window to certain terminated vested participants. ($ USD Millions) Three Months Ended Twelve Months Ended 31-Mar-14 30-Jun-14 30-Sep-14 31-Dec-14 31-Dec-14 Net income (loss) $ 19.7 $ 13.2 $ 22.7 $ (12.8) $ 42.8 Income tax expense 12.1 4.4 18.9 7.4 42.8 Interest expense, net of interest income 15.0 10.9 9.4 10.3 45.6 Depreciation and amortization 28.3 28.5 28.0 27.9 112.6 EBITDA 75.1 57.0 79.0 32.8 243.8 Restructuring (1) 3.0 3.8 4.7 5.7 17.2 Stock-based compensation (2) 2.1 0.7 - - 2.8 Impairment Charges (3) - - - 26.3 26.3 Acquisition Costs - - 0.4 0.3 0.7 Loss on extinguishment of debt (4) 0.2 30.3 - - 30.5 Gain on divestiture (5) - - (17.9) 3.3 (14.6) Settlement charges (6) 3.6 3.6 Other 0.2 0.4 0.4 0.1 1.2 Adjusted EBITDA $ 80.6 $ 92.2 $ 66.6 $ 72.1 $ 311.5 Net Leverage Debt payable within one year $ 36.8 Long-term debt 749.1 Less: cash and cash equivalents (267.3) Net Leverage $ 518.6 Net Leverage Ratio 1.7 Interest coverage ratio 6.8 Sales $ 837.6 $ 857.6 $ 781.0 $ 767.9 $ 3,244.0 Adjusted EBITDA as a percent of Sales 9.6% 10.8% 8.5% 9.4% 9.6%
19 19 Adj. EBITDA % Margin - Twelve Months Ended December 31, 2013 ($ USD Millions) (1) Includes non-cash restructuring. (2) Proportionate share of restructuring costs related to Cooper Standard France joint venture. (3) Non-cash stock amortization expense and non-cash stock option expense for grants issued at time of the Company's 2010 reorganization. (4) Write-up of inventory to fair value for the Jyco acquisition. (5) Costs incurred in relation to the Jyco acquisition. Note: Numbers subject to rounding Three Months Ended Twelve Months Ended 31-Mar-13 30-Jun-13 30-Sep-13 31-Dec-13 31-Dec-13 Net income (loss) $20.7 $27.4 $20.6 $ (20.8) $47.9 Income tax expense 7.9 12.2 4.5 21.0 45.6 Interest expense, net of interest income 11.2 13.6 15.2 14.9 54.9 Depreciation and amortization 29.8 28.2 25.2 27.9 111.1 EBITDA 69.6 81.4 65.5 43.0 259.5 Restructuring (1) 4.8 1.0 1.9 14.0 21.7 Noncontrolling interest restructuring (2) (0.7) (0.1) - 0.3 (0.5) Stock-based compensation (3) 2.7 0.5 1.1 0.9 5.2 Inventory write-up (4) - - 0.3 - 0.3 Acquisition costs (5) - - 0.7 0.2 0.9 Other 0.3 (0.3) - 0.3 0.3 Adjusted EBITDA $76.7 $82.5 $69.5 $58.7 $287.4 Sales $747.6 $784.7 $764.1 $794.2 $3,090.5 Adjusted EBITDA as a percent of Sales 10.3% 10.5% 9.1% 7.4% 9.3%
20 20 Non-GAAP Financial Measures EBITDA and adjusted EBITDA are measures not recognized under Generally Accepted Accounting Principles (GAAP) which exclude certain non-cash and non-recurring items. Management considers EBITDA and adjusted EBITDA as key indicators of the Company's operating performance and believes that these and similar measures are widely used by investors, securities analysts and other interested parties in evaluating the Company's performance. Adjusted EBITDA is defined as net income adjusted to reflect income tax expense, interest expense net of interest income, depreciation and amortization, and certain non-recurring items that management does not consider to be reflective of the Company's core operating performance. When analyzing the company’s operating performance, investors should use EBITDA and adjusted EBITDA in addition to, and not as alternatives for, net income (loss), operating income, or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of the company’s performance. EBITDA and adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of the company’s results of operations as reported under GAAP. Other companies may report EBITDA and adjusted EBITDA differently and therefore Cooper Standard’s results may not be comparable to other similarly titled measures of other companies. In addition, in evaluating adjusted EBITDA, it should be noted that in the future Cooper Standard may incur expenses similar to or in excess of the adjustments in the above presentation. This presentation of adjusted EBITDA should not be construed as an inference that Cooper Standard's future results will be unaffected by unusual or non- recurring items.