INVESTOR PRESENTATION - Cooper Standard
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Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of U.S. federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Our use of words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” or future or conditional verbs, such as “will,” “should,” “could,” “would,” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we cannot assure you that these expectations, beliefs, and projections will be achieved. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. Among other items, such factors may include: prolonged or material contractions in automotive sales and production volumes; our inability to realize sales represented by awarded business; escalating pricing pressures; loss of large customers or significant platforms; our ability to successfully compete in the automotive parts industry; availability and increasing volatility in costs of manufactured components and raw materials; disruption in our supply base; possible variability of our working capital requirements; risks associated with our international operations; foreign currency exchange rate fluctuations; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness; our ability to obtain adequate financing sources in the future; operating and financial restrictions imposed on us under our debt instruments; the underfunding of our pension plans; significant changes in discount rates and the actual return on pension assets; effectiveness of continuous improvement programs and other cost savings plans; manufacturing facility closings or consolidation; our ability to execute new program launches; our ability to meet customers' needs for new and improved products; the possibility that our acquisitions and divestitures may not be successful; product liability, warranty and recall claims brought against us; laws and regulations, including environmental, health and safety laws and regulations; legal proceedings, claims or investigations against us; work stoppages or other labor disruptions; the ability of our intellectual property to withstand legal challenges; cyber-attacks or other disruptions in our information technology systems; the possible volatility of our annual effective tax rate; the possibility of future impairment charges to our goodwill and long-lived assets; and our dependence on our subsidiaries for cash to satisfy our obligations. You should not place undue reliance on these forward-looking statements. We undertake no obligation to publicly update or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except where we are expressly required to do so by law. This presentation also contains estimates and other information that is based on industry publications, surveys, and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information. 2
Cooper Standard - Value Drivers 1 Leading Market Positions in All Product Lines 2 Significant Organic Growth Opportunities via Increasing Content per Vehicle (“CPV”) and New Business Wins on High Volume Global Platforms 3 Advantaged Global Manufacturing Footprint Provides Access to High-volume Global Platforms 4 Value-added Technology Innovated by CPS – Driving Increased Sales, Margins, and Strong Customer Relationships 5 World-class Operations Initiatives Driving Operating Efficiencies and Improved Cost Structure 6 Strong Financial Profile With Focus on Cash Flow Generation and Margin Improvement 4
1 MARKET LEADER Core Product Lines 2016 Revenue by product / % of Total Revenue Sealing Systems Sealing Systems $1.8B / 52% #1 Globally #1 Globally Fuel & Brake Delivery Fuel & Brake Delivery Systems Systems $0.7B / 21% #2 Globally #2 Globally Fluid Transfer Fluid Transfer Systems Systems $0.5B / 14% #3 Globally #3 Globally Anti-Vibration Anti-Vibration Systems Systems $0.3B / 9% North American Leader Market position data by Booz & Co. (2013) and Boston Consulting Group (2016) 5
1 MARKET LEADER Large, Fragmented Markets Represent Significant Growth Potential Key Competitors CPS Henniges Sealing Systems Sealing Systems Hutchinson $1.8B / 52% Global Market Size: $8.3 billion Standard Profil 1 Market CPS Current Share: 24% Saar Gummi Toyoda Gosei #1 Globally #1 Globally Fuel & Brake Delivery CPS Fuel & Brake Delivery TI Automotive Systems Global Market Size: $6.3 billion Martinrea Systems $0.7B / 21% 2 Usui CPS Current Share: 9% Market Sanoh #2 Globally #2 Globally Fluid Transfer Avon Fluid Transfer CPS Systems Global Market Size: $6.8 billion Hutchinson Systems $0.5B / 14% Tristone CPS Current Share: 7% Market Teklas #3 Globally #3 Globally ContiTech Anti-Vibration Anti-Vibration Systems Global Market Size: $10.0 billion ContiTech Systems CPS $0.3B / 9% Hutchinson/Paulstra CPS Current Share: 3% TBVC North American Leader Market Tokai/Sumitomo Riko Market position data by Booz & Co. (2013) and Boston Consulting Group (2016) Global Market Size based on IHS light vehicle production data and average content per vehicle (1) includes non-consolidated JV (2) excludes Fuel Rails, included in product line revenue of $0.7B 6
2 ACCELERATING GROWTH Accelerating Growth and Innovation Three Key Drivers (“MEGATRENDS”) Will Impact the Industry for the Next Ten Years Emissions / Fuel Autonomous and Global Platforms Economy Legislation Connected Vehicles Globally • Produced in two or more regions • Requires weight reduction • Creates need for quieter interiors • Common global architectures: • Adherence to green materials & • Will affect vehicle ownership fewer platforms, more variants processes model and durability requirements • Well positioned suppliers gain • Introduces alternative powertrains market share • Technology is ready, policy is not • Public slow to adopt • Regional suppliers left behind 7
2 ACCELERATING GROWTH 2016 Growth Highlights +5.6% 161 $398m Revenue Growth excl. FX New Product Launches Net New Business1 Awards $3.47B in Sales was Company Record Majority on Global Platforms Majority on Global Platforms 1 Defined as annualized new sales awards net of replacement and runout business at currently forecasted vehicle production rates. 8
2 ACCELERATING GROWTH 2017 Planned New Product/Plant Launches • Planned launches up nearly 9% vs. Q1 Q2 Q3 Q4 Total 2016 North America 9 16 14 9 48 • Majority of new launches are on global platforms Europe 14 22 20 20 76 • Includes both new and replacement Asia Pacific 6 15 14 14 49 business South America 0 0 3 0 3 • Newly launched business, continued improvements in operating efficiency Total 29 53 51 43 176 and restructuring savings expected to drive higher margins in 2H 2017 9
3 ADVANTAGED GLOBAL FOOTPRINT Positioned to Win More Business on Global Platforms NORTH AMERICA SOUTH AMERICA EUROPE ASIA PACIFIC 52%* 2%* 30%* 16%* 34 Manufacturing 3 Manufacturing 24 Manufacturing 29 Manufacturing 8 R&D 1 Sales/Admin 8 R&D 5 R&D 4 Sales/Admin 4 Brazil 6 Sales/Admin 4 Admin/Sales 12 Other 6 Other 1 Other 30 US, 11 CA, 9 MEX 17 Eastern, 17 Western 15 China, 11 India, 6 Korea, 2 Japan, 1 Thailand * % of 2016 Total Revenue 10
3 ADVANTAGED GLOBAL FOOTPRINT Products Well Represented on Key Global Vehicles Global Projected Fuel and Fluid Anti- Vehicle Platform Units 1 Sealing Brake Transfer Vibration Ford F-150 1,024 • • • • GM Cruze 1,942 • • • GM Silverado 1,165 • • • Ford Explorer 160 • • • GM Malibu 852 • • • Ford Edge 898 • • • Ford Focus 2,028 • • • Daimler C-Class 1,121 • • Ford Fiesta 1,320 • • • • FCA 1500 618 • • (1) Average annual planned production for 2017 – 2021 in thousands. Source: IHS 11
3 ADVANTAGED GLOBAL FOOTPRINT Supporting Global Customers 2016 Revenue $3.47B RENAULT VW 6% FCA PSA 12% 7% Daimler GM 6% 20% Renault Nissan 3% Tata 3% Ford Other 30% BMW 9% 2% Geely 2% 12
3 ADVANTAGED GLOBAL FOOTPRINT Enhancing Revenue Diversification by Region 2004A 2016A Asia Pacific 4% South America 3% Asia Pacific South America 16% 2% North America Europe 70% North America 23% 52% Europe 30% 13
3 ADVANTAGED GLOBAL FOOTPRINT Strategic Expansion in Asia Accelerating Top-line Growth • Cooper Standard is currently #1 automotive (USD millions) sealing supplier in China ~ $600 • Rapidly growing fuel and brake business and $541 fluid transfer systems business • New fuel and brake plant to open in 2017 $435 • Available capacity to support rapid growth in $249 all product lines $220 • Strong backlog of booked business • New product/plant launches expected to drive increasing revenue and margin in back half of 2017 14
4 INNOVATION / VALUE-ADD TECHNOLOGY Providing Customer Solutions through Innovation Driving Sustainable Competitive Advantage for Cooper Standard Fortrex™ Sealing Reduces weight, improves performance, and offers appearance options ArmorHose™, ArmorHose™ II, and ArmorHose™ III Eliminates requirement for protective sleeves on hoses MagAlloy™ Coating Improves corrosion performance and product life utilizing proprietary technology Gen III Posi-Lock Quick Connector Simplifies systems; reduces mass and complexity 15
4 INNOVATION / VALUE-ADD TECHNOLOGY Fortrex™ Sealing Family Fortrex™ is a next generation lightweight elastomer that reduces mass and improves performance Fortrex™ material technologies will change the auto industry’s expectation involving weight, functional performance and finish part aesthetics for static weatherseal systems. 16
4 INNOVATION / VALUE-ADD TECHNOLOGY ArmorHose™ Family ArmorHose™ provides 100% abrasion coverage while reducing mass by 30% ArmorHose™ technology eliminates the need for abrasion sleeves by integrating the abrasion resistance directly into the hose construction. 17
4 INNOVATION / VALUE-ADD TECHNOLOGY Advancing Material Science and Innovation 1Q 2017 Update • Obtained significant production contract for Fortrex™ static sealing system on major SUV platform • Fortrex™ technology now validated static sealing systems and being quoted broadly with OEMs • Using artificial intelligence modeling to adapt and expand technology into additional applications • Supporting global customers through expansion of technical / innovation centers 18
4 INNOVATION / VALUE-ADD TECHNOLOGY Delivering Breakthrough Innovations to the Market 1Q 2017 Update $61m $70m $415m 1Q Annual Booked Business1 Pending Open Quotes Additional Targeted Quotes 2 5 49 Fortrex™ Production Contracts Fortrex™ Development Additional Active Innovation Contracts Projects 1 Commercialized innovation products include: MagAlloy™, ArmorHose™, ArmorHose™ TPV, Gen III Posi-Lock, TP Microdense, and Fortrex™ Includes new and replacement business. 19
5 WORLD-CLASS OPERATIONS INITIATIVE Advancing Toward World-Class Operations 15 Facilities achieved Diamond Plant status in 2016 • Safety • Customer Score Card • 6S • Operating Improvement • Product Quality • Scrap rate • Launch execution 20
5 WORLD-CLASS OPERATIONS INITIATIVE Improving Performance Through BBP BBP Metrics • Identifies areas to decrease conversion costs, increasing efficiencies and improving Opportunity for margins Accelerated Improvement • Accelerates continuous improvement with quantifiable targets by cost category CPS Benchmark • Plants target 30% gap closure to benchmark annually Annual Plant Performance 21
5 WORLD-CLASS OPERATIONS INITIATIVE Improving Performance Through BBP Over Time BBP Metrics • Overall plant improvement resets benchmark, challenging on-going improvement / consistency Opportunity for Accelerated • Speeds acquisition integration to Improvement realize synergies • Focus innovation resources at New CPS Benchmark top performing plants Annual Plant Performance Annual Performance Improvement Base Performance 22
FINANCIAL OVERVIEW 23
Financial Results (USD millions, except per share amounts) First Quarter (2) 2017 2016 Sales $902.1 $862.5 Gross Profit $170.1 $159.8 % Margin 18.9% 18.5% + 40 Bps Adjusted EBITDA1 $111.0 $103.5 % Margin 12.3% 12.0% + 30 Bps Net Income $41.7 $31.3 + 33% EPS (Fully diluted) $2.20 $1.67 1 Adjusted Net Income $55.9 $48.2 Adjusted EPS (Fully diluted) $2.95 $2.57 + 15% CAPEX $58.3 $55.1 % of Sales 6.5% 6.4% 1 See Appendix for definitions and reconciliation to U.S. GAAP. 2 Certain amounts have been recast due to the adoption of ASU 2016-09. 24
Consistent Margin Expansion TTM Adjusted EBITDA Margin1 12.0% 12.1% 11.6% 11.7% 11.3% 10.8% 10.5% 9.9% 9.6% 9.7% 9.1% 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2014 2015 2016 2017 1 See appendix for definitions and reconciliation to U.S. GAAP 25
Strong Balance Sheet and Credit Profile Gross Debt and Net Debt (USD millions) Liquidity Profile (USD millions) Net Debt Cash Cash Revolver $778 $762 $587 $313 $450 $180 $407 $137 $465 $407 $355 $313 1Q 2016 1Q 2017 1Q 2016 1Q 2017 Leverage Ratio (Gross Debt / TTM Adj. EBITDA1) Interest Coverage Ratio (TTM Adj. EBITDA1 / Interest) 2.0x 9.9x 9.9x 1.8x 1Q 2016 1Q 2017 1Q 2016 1Q 2017 1 See Appendix for definitions and reconciliation to GAAP. Numbers are subject to rounding 26
Priorities for Capital Allocation Win and Launch New Business Profitable Growth Organic growth Innovation Complete Europe Restructuring Defined program to enhance margins Strategic M&A Plug-ins with immediate synergies Stakeholders Share Repurchase ~ $100 million remaining authorization Return to Pay Down Debt Balance sheet flexibility 27
APPENDIX 28
Non-GAAP Financial Measures EBITDA, adjusted EBITDA, adjusted net income and adjusted earnings per share are measures not recognized under U.S. GAAP and which exclude certain non-cash and special items that may obscure trends and operating performance not indicative of the Company's core financial activities. Management considers EBITDA, adjusted EBITDA, adjusted net income and adjusted earnings per share to be 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. In addition, similar measures are utilized in the calculation of the financial covenants and ratios contained in the Company’s financing arrangements and management uses these measures for developing internal budgets and forecasting purposes. EBITDA is defined as net income adjusted to reflect income tax expense (benefit), interest expense net of interest income, depreciation and amortization, and adjusted EBITDA is defined as EBITDA further adjusted to reflect certain items that management does not consider to be reflective of the Company's core operating performance. Adjusted net income is defined as net income adjusted to reflect certain items that management does not consider to be reflective of the Company's core operating performance. Adjusted earnings per share is defined as adjusted net income divided by the weighted average number of basic and diluted shares. When analyzing the Company’s operating performance, investors should use EBITDA, adjusted EBITDA, adjusted net income and adjusted earnings per share as supplements to, and not as alternatives for, net income, operating income, or any other performance measure derived in accordance with U.S. GAAP, and not as an alternative to cash flow from operating activities as a measure of the Company’s liquidity. EBITDA, adjusted EBITDA, adjusted net income and adjusted earnings per share 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 U.S. GAAP. Other companies may report EBITDA, adjusted EBITDA, adjusted net income and adjusted earnings per share differently and therefore the Company's results may not be comparable to other similarly titled measures of other companies. In addition, in evaluating adjusted EBITDA and adjusted net income, it should be noted that in the future the Company may incur expenses similar to or in excess of the adjustments in the below presentation. This presentation of adjusted EBITDA and adjusted net income should not be construed as an inference that the Company's future results will be unaffected by special items. Reconciliations of EBITDA, adjusted EBITDA, and adjusted net income. 29
EBITDA and Adjusted EBITDA Reconciliation (USD thousands) Three Months Ended March 31, (1) 2017 2016 Net income attributable to Cooper-Standard Holdings Inc. $ 41,706 $ 31,323 Income tax expense 11,890 14,766 Interest expense, net of interest income 11,239 9,752 Depreciation and amortization 31,857 30,205 EBITDA $ 96,692 $ 86,046 Restructuring charges 9,988 10,832 Impairment charges (2) 4,270 — (3) Secondary offering underwriting fees and other expenses — 6,500 Other — 155 Adjusted EBITDA $ 110,950 $ 103,533 (1) Certain amounts have been recast due to the adoption of ASU 2016-09 (2) Impairment charges related to fixed assets. (3) Fees and other expenses associated with the March 2016 secondary offering. 30
Adjusted EBITDA Margin, Financial Ratios Twelve Months Ended March 31, 2017 Twelve Months (USD thousands) Three Months Ended Ended 30-Jun-16 (1) 30-Sep-16 31-Dec-16 31-Mar-17 31-Mar-17 Net income attibutable to Cooper Standard Holdings Inc. $ 40,189 $ 36,362 $ 31,114 $ 41,706 $ 149,371 Income tax expense 16,021 12,525 11,009 11,890 51,445 Interest expense, net of interest income 9,995 10,114 11,528 11,239 42,876 Depreciation and amortization 30,169 31,325 30,961 31,857 124,312 EBITDA $ 96,374 $ 90,326 $ 84,612 $ 96,692 $ 368,004 Restructuring charges 12,206 10,430 12,563 9,988 45,187 Impairment charges (2) - - 1,273 4,270 5,543 (3) Loss on refinancing and extinguishment of debt - - 5,104 - 5,104 Settlement charges (4) - - 281 - 281 Other - - - - - Adjusted EBITDA $ 108,580 $ 100,756 $ 103,833 $ 110,950 $ 424,119 Net Debt Debt payable within one year $33,470 Long-term debt 728,470 Less: cash and cash equivalents (406,925) Net Debt $ 355,015 Net Leverage Ratio (Net debt/Adjusted EBITDA) 0.8 Interest coverage ratio (Adjusted EBITDA/Interest expense) 9.9 Sales $ 879,304 $ 855,656 $ 875,434 $ 902,051 $ 3,512,445 Adjusted EBITDA Margin (Adj. EBITDA/Sales ) 12.3% 11.8% 11.9% 12.3% 12.1% (1) Certain amounts have been recast due to the adoption of ASU 2016-09 (2) Impairment charges related to fixed assets. (3) Loss on refinancing and extinguishment of debt relating to the refinancing of our term loan facility. (4) Settlement charges related to the initiative to de-risk the U.K pension plans. 31
Adjusted Net Income and Adjusted EPS (USD thousands except share and per share amounts) Three Months Ended March. 31, (1) 2017 2016 Net income attributable to Cooper-Standard Holdings Inc. $ 41,706 $ 31,323 Restructuring charges 9,988 10,832 Impairment charges (2) 4,270 — (3) Secondary offering underwriting fees and other expenses — 6,500 Other — 155 (4) Tax impact of adjusting items (95) (658) Adjusted net income $ 55,869 $ 48,152 Weighted average shares outstanding Basic 17,742,994 17,442,364 Diluted 18,972,550 18,746,600 Earnings per share Basic $ 2.35 $ 1.80 Diluted $ 2.20 $ 1.67 Adjusted earnings per share: Basic $ 3.15 $ 2.76 Diluted $ 2.95 $ 2.57 (1) Certain amounts have been recast due to the adoption of ASU 2016-09. (2) Impairment charges related to fixed assets. (3) Fees and other expenses associated with the March 2016 secondary offering. (4) Represents the elimination of the income tax impact of the above adjustments, by calculating the income tax impact of these adjusting items using the appropriate tax rate for the jurisdiction where the charges were incurred. 32
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