Filing Analysis
Cooper-Standard Holdings Inc. filed an 8-K to announce the release of its third quarter 2024 results for the period ended September 30, 2024. The company scheduled a conference call to discuss these preliminary financial results on November 1, 2024.
📋 Key Facts
- Reporting date: October 31, 2024
- Period covered: Third quarter ended September 30, 2024
- Event: Issuance of press release regarding results of operations and financial condition
- Conference call scheduled for November 1, 2024, at 9 a.m. ET
Cooper-Standard Holdings Inc. filed an 8-K to announce the release of its preliminary second quarter 2024 financial results and a scheduled conference call for August 2, 2024.
📋 Key Facts
- The company issued a press release regarding results of operations and financial condition for the Q2 period ended June 30, 2024.
- A conference call to discuss preliminary results is scheduled for August 2, 2024, at 9 a.m. ET.
- The filing serves as a formal notice of the release of earnings data (Item 2.02).
Cooper-Standard Holdings Inc. reported the results of its Annual Meeting of Stockholders held on May 16, 2024. The meeting included the election of directors, an advisory vote on executive compensation, and the ratification of Ernst & Young LLP as the independent auditor.
📋 Key Facts
- Annual Meeting held on May 16, 2024.
- Total shares outstanding/eligible to vote: 17,290,145; Shares present or represented by proxy: 13,571,752.
- Ten directors were elected for a term expiring at the 2025 Annual Meeting.
- Stockholders approved advisory compensation for named executive officers (8,824,151 votes in favor).
- Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending Dec 31, 2024.
Cooper-Standard Holdings Inc. entered into a Fourth Amendment to its Third Amended and Restated Loan Agreement, extending the termination date for $150 million in revolving commitments from March 2025 to May 2029. The amendment also introduces leverage-based interest rate step-downs and updates benchmark rates.
🚩 Red Flags
- The company is negotiating terms to avoid a looming debt maturity in March 2025 (though this amendment successfully extends it).
- Pricing step-downs are contingent on maintaining a leverage ratio of 3.50x or less, indicating financial performance is tied to interest expense reduction.
📋 Key Facts
- Extended termination date for $150M in revolving commitments from March 24, 2025, to May 6, 2029.
- Introduced pricing step-downs: interest rate margin reduced by 25 bps and commitment fees reduced by 12.5 bps if total consolidated indebtedness/EBITDA ratio is ≤ 3.50x.
- Replaced Canadian BA Rate with Term CORRA for CAD revolving loans.
- $30 million of the commitments will terminate on the original March 24, 2025 date unless specific conditions are met.
Cooper-Standard Holdings Inc. filed an 8-K to announce the release of its preliminary results of operations and financial condition for the fourth quarter and full year ended December 31, 2023.
📋 Key Facts
- The company issued a press release on February 15, 2024, regarding Q4 and Full Year 2023 results.
- A conference call to discuss the preliminary results was scheduled for February 16, 2024, at 9 a.m. ET.
- The filing is an announcement of earnings results (Item 2.02).
Cooper-Standard Holdings Inc. announced the appointment of Alison Nudd as Vice President and Chief Accounting Officer, effective March 1, 2024. Ms. Nudd is an internal promotion from her current role as VP, Global Internal Audit and Compliance.
📋 Key Facts
- Appointment of Alison Nudd as VP, Chief Accounting Officer effective March 1, 2024.
- Ms. Nudd previously served as VP, Global Internal Audit and Compliance since August 1, 2022.
- Annualized base salary for Ms. Nudd increased from $265,000 to $312,000.
- Annual Incentive Award target increased from 35% to 40% of base salary.
- Long-term incentive target for 2024-2026 increased from $120,000 to $140,000.
The Company announced the resignation of Amy Kulikowksi from her position as Vice President and Chief Accounting Officer. The departure is intended to be effective at the close of business on February 29, 2024.
🚩 Red Flags
- Departure of a key financial officer (Chief Accounting Officer) can sometimes precede internal control reviews or restatements, though no such issues are noted here.
📋 Key Facts
- Amy Kulikowksi is resigning from the role of Vice President and Chief Accounting Officer.
- The resignation was communicated on January 23, 2024.
- The effective date of departure is February 29, 2024.
- Reason for departure: To pursue other career opportunities.