Filed pursuant to Rule 424(b)3
File Number 333-124582

Supplement No. 1 to market-making prospectus dated May 12, 2006
The date of this Supplement is May 23, 2006
On May 15, 2006, Cooper Standard Holdings Inc. filed the attached Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006

or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-123708

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   [X]    No   [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Act. (check one):

Large accelerated filer             Accelerated filer             Non-accelerated filer    [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).       Yes       No   [X]

Number of shares of common stock of registrant outstanding, at April 30, 2006:

3,238,100 shares of common stock, $0.01 par value

    




PART I — FINANCIAL INFORMATION

Item 1.  Financial Statements.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 2005 AND 2006
(UNAUDITED)
(Dollar amounts in thousands)


  2005 2006
Sales $ 470,141   $ 540,371  
Cost of products sold   401,764     453,676  
Gross profit   68,377     86,695  
Selling, administration, & engineering expenses   43,748     48,836  
Amortization of intangibles   6,970     7,508  
Restructuring   243     2,223  
Operating profit   17,416     28,128  
Interest expense, net of interest income   (16,131   (20,267
Equity earnings (losses)   802     949  
Other income (expense)   (2,662   (957
Income (loss) before income taxes   (575   7,853  
Provision for income tax expense (benefit)   (97   2,371  
Net income (loss) $ (478 $ 5,482  

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

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CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)


  December 31,
2005
March 31,
2006
    (Unaudited)
Assets            
Current assets:            
Cash and cash equivalents $ 62,204   $ 42,987  
Accounts receivable, net   323,476     438,517  
Inventories, net   106,620     126,997  
Prepaid expenses   19,817     20,419  
Deferred tax assets   5,513     5,513  
Total current assets   517,630     634.433  
Property, plant, and equipment, net   464,634     571,297  
Goodwill   398,295     427,643  
Intangibles, net   286,200     307,022  
Other assets   67,461     84,272  
  $ 1,734,220   $ 2,024,667  
Liabilities and Stockholders' Equity            
Current liabilities:            
Debt payable within one year $ 11,602   $ 13,736  
Accounts payable   165,059     182,609  
Payroll liabilities   50,785     71,382  
Accrued liabilities   76,678     88,862  
Total current liabilities   304,124     356,589  
Long-term debt   890,847     1,101,103  
Pension benefits   50,140     60,632  
Postretirement benefits other than pensions   92,150     93,746  
Deferred tax liabilities   65,006     66,277  
Other long-term liabilities   19,723     21,461  
Stockholders' equity:            
Common stock, $0.01 par value, 3,500,000 shares authorized,
3,235,100 and 3,238,100 shares issued and outstanding
at December 31, 2005 and March 31, 2006, respectively
  32     32  
Additional paid-in capital   323,478     323,778  
Retained earnings   4,269     9,751  
Cumulative other comprehensive loss   (15,549   (8,702
Total stockholders' equity   312,230     324,859  
  $ 1,734,220   $ 2,024,667  

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

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2005 AND 2006
(UNAUDITED)
(Dollar amounts in thousands)


  2005 2006
Operating Activities:            
Net income (loss) $ (478 $ 5,482  
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
           
Depreciation   18,609     24,961  
Amortization   6,970     7,508  
Non-cash restructuring charges   28     9  
Amortization of debt issuance cost   924     1,075  
Changes in operating assets and liabilities   4,109     (40,910
Net cash provided by (used in) operating activities   30,162     (1,875
Investing activities:            
Property, plant, and equipment   (8,295   (15,586
Payment to stockholders related to 2004 Acquisition   (8,000    
Acquisition of FHS, net of cash acquired       (209,803
Proceeds from the sale of assets and other   506     114  
Net cash used in investing activities   (15,789   (225,275
Financing activities:            
Proceeds from issuance of long-term debt   183     214,858  
Principal payments on long-term debt   (2,224   (2,756
Proceeds from issuance of stock   250     300  
Debt issuance cost       (4,763
Other   517     (154
Net cash provided by (used in) financing activities   (1,274   207,485  
Effects of exchange rate changes on cash   1,911     448  
Changes in cash and cash equivalents   15,010     (19,217
Cash and cash equivalents at beginning of period   83,658     62,204  
Cash and cash equivalents at end of period $ 98,668   $ 42,987  

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands except per share amounts)

1.    Overview

Description of business

Cooper-Standard Holdings Inc. (the ‘‘Company’’), through its wholly-owned subsidiary Cooper-Standard Automotive Inc., is a leading global manufacturer of body sealing, fluid handling, and noise, vibration, and harshness control (‘‘NVH’’) components, systems, subsystems, and modules, primarily for use in passenger vehicles and light trucks primarily for global original equipment manufacturers (‘‘OEMs’’) and replacement markets. The Company conducts substantially all of its activities through its subsidiaries.

Basis of presentation

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 as of December 31, 2005, 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. Operating results for the three months ended March 31, 2006 are not necessarily indicative of results that may be expected for the year ending December 31, 2006.

2004 Acquisition

The Company acquired the Automotive segment of Cooper Tire & Rubber Company (‘‘Cooper Tire’’) on December 23, 2004 for a cash purchase price of $1,165,000, subject to adjustment based on the amount of cash and cash equivalents less debt obligations and the difference between targeted working capital and working capital at the closing date (hereafter, the ‘‘2004 Acquisition’’). Final settlement of the working capital adjustment resulted in a payment of $54,000 in April 2005. Additionally, the Company incurred approximately $24,000 of direct acquisition costs. The acquisition was funded through $318,000 of equity contributions, $200,000 of senior notes (the ‘‘Senior Notes’’), $350,000 of senior subordinated notes (the ‘‘Senior Subordinated Notes’’), and $350,000 of term loan facilities and a $125,000 of revolving credit facility (the ‘‘Senior Credit Facilities’’).

Acquisition of FHS

On February 6, 2006, the Company completed the acquisition of the automotive fluid handling systems business of ITT Industries, Inc. (‘‘FHS’’). FHS, based in Auburn Hills, Michigan, was a leading manufacturer of steel and plastic tubing for fuel and brake lines and quick-connects operating 15 facilities in seven countries. FHS was acquired for $205,000, subject to an adjustment based on the difference between targeted working capital and working capital at the closing date. Such adjustment is under review by the respective parties and is expected to be settled in the second quarter of 2006. Additionally, the Company incurred approximately $4,820 of direct acquisition costs, principally for investment banking, legal, and other professional services, for a total acquisition value under purchase accounting of $209,820.

The condensed consolidated financial statements of the Company reflect the acquisition under the purchase method of accounting, in accordance with Financial Accounting Standards Board (‘‘FASB’’) Statement of Financial Accounting Standards No. 141, ‘‘Business Combinations’’ (‘‘SFAS 141’’).

The acquisition of FHS was funded pursuant to an amendment to the Company's Senior Credit Facilities which established a Term Loan D facility, with a notional amount of $215,000. The Term

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Loan D facility was structured in two tranches, with $190,000 borrowed in US dollars and €20,725 borrowed in Euros, to take into consideration the value of the European assets acquired in the transaction. The Company incurred approximately $4,800 of issuance costs associated with these borrowings, primarily for loan arrangement and syndication services, which are included in Other Assets on the condensed consolidated balance sheet. The amendment to the Senior Credit Facilities provides for interest on Term Loan D borrowings at a rate equal to an applicable margin plus a base rate established by reference to various market-based rates and amends the interest rate margins previously applicable to Term Loan B and Term Loan C borrowings to mirror those applicable to Term Loan D borrowings, which were market levels at the time the facility closed. The amendment also includes modifications to certain covenants under the Senior Credit Facilities, although the financial thresholds remain unchanged.

The acquisition of FHS was accounted for as a purchase business combination and accordingly, the assets purchased and liabilities assumed were included in the Company’s condensed consolidated balance sheet as of March 31, 2006. The operating results of FHS were included in the condensed consolidated financial statements from the date of acquisition. The following summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. This allocation may change materially in the future as additional information becomes available, such as settlement of the working capital adjustment and final third party valuations of certain assets and liabilities.


Cash & cash equivalents $ 17  
Accounts receivable, net   59,932  
Inventories, net   26,019  
Prepaid expenses   309  
Property, plant, and equipment, net   110,374  
Goodwill   30,778  
Intangibles, net   26,600  
Other assets   19,773  
Total assets acquired   273,802  
Accounts payable   24,897  
Payroll liabilities   9,840  
Accrued liabilities   7,279  
Deferred income taxes   8,136  
Other long-term liabilities   13,830  
Total liabilities assumed   63,982  
Net assets acquired $ 209,820  

Petty cash, accounts receivable, other current assets, accounts payable, and other current liabilities were stated at historical carrying values given the short-term nature of these assets and liabilities. Inventories were recorded at fair value. Finished goods and work-in-process inventories were valued based on expected selling price less costs to complete, selling, and disposal costs, and a normal profit to the buyer. Raw material inventory was recorded at carrying value as such value approximates the replacement cost. The Company's pension obligations have been recorded in the allocation of purchase price at the projected benefit obligation less plan assets at fair market value, based on computations made by independent actuaries. Deferred income taxes have been provided in the condensed consolidated balance sheet based on the Company's estimates of the tax versus book basis of the assets acquired and liabilities assumed, adjusted to estimated fair values. Property, plant, and equipment and identifiable intangible assets have been recorded at estimated fair value based on valuations prepared by independent appraisers. Restructuring reserves have been recorded based on estimated severance and other exit costs related to terminated FHS employees.

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Identifiable intangible assets consist primarily of developed technology and customer contracts and relationships. Developed technology was valued based on the royalty savings method which allocates value based on what the Company would be willing to pay as a royalty to a third-party owner of the technology or trademark in order to exploit the economic benefits. The technologies that have been valued under this approach are innovative and technological advancements within our businesses. A total value of $8,600 has been allocated to developed technologies and trademarks and will be amortized on a straight-line basis over six to 12 years.

Customer contracts and relationships were valued using the income approach after considering a fair return on fixed assets, working capital, technology, and assembled workforce. A preliminary value of $9,000 has been assigned to customer contracts and will be amortized on a straight-line basis over the lives of the related contracts, estimated to average approximately nine years. A preliminary value of $9,000 has been assigned to customer relationships and will be amortized on a straight-line basis over 15 to 20 years.

Management believes that the carrying values of all other assets acquired and liabilities assumed approximate their fair values.

The resulting goodwill after all identifiable intangible assets have been valued was $30,778, some of which is tax deductible. Factors that contributed to a purchase price that resulted in recognition of goodwill included FHS's leading market positions, comprehensive product lines, and geographically diverse global manufacturing and sales bases.

The following unaudited pro forma financial data summarizes the results of operations for the three months ended March 31, 2005 and 2006, respectively, as if the acquisition of FHS had occurred as of January 1, 2005 and 2006, respectively. Pro forma adjustments include the removal of the results of operations of certain facilities retained by ITT Industries, Inc., liquidation of inventory fair value write-up as it had occurred during the reporting periods, depreciation and amortization to reflect the fair value of property, plant, and equipment and identified finite-lived intangible assets, the elimination of the amortization of unrecognized pension benefit losses, interest expense to reflect the Company's new capital structure, and certain corresponding adjustments to income tax expense. These unaudited pro forma amounts are not necessarily indicative of the results that would have been attained if the acquisition had occurred at January 1, 2005 or 2006 or that may be attained in the future and do not include other effects of the acquisition of FHS.


  2005 2006
Sales $ 577,673   $ 581,329  
Operating Profit   20,076     30,484  
Net income   (1,592   5,898  

Stock-based compensation

Effective January 1, 2006, the Company adopted SFAS No. 123(R), Share-Based Payment, using the prospective method. The prospective method requires compensation cost to be recognized beginning on the effective date based on the requirements of SFAS 123(R) for all share-based payments granted after the effective date. The Company has not granted such share-based payments during the first quarter of 2006. All awards granted prior to the effective date will be accounted for in accordance with Accounting Principles Board Opinion (‘‘APB’’) No. 25, Accounting for Stock Issued to Employees.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current year presentation.

Recent accounting pronouncements

In May 2005, the FASB issued SFAS No. 154, ‘‘Accounting Changes and Error Corrections’’ (‘‘SFAS 154’’). SFAS 154 requires retrospective application to prior-period financial statements of

6




changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 also redefines ‘‘restatement’’ as the revising of previously issued financial statements to reflect the correction of an error. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after Dec. 15, 2005. Adoption of SFAS 154 is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows.

In June 2005, the Emerging Issues Task Force (EITF) issued Issue No. 05-5, ‘‘Accounting for Early Retirement or Post-employment Programs with Specific Features (Such As Terms Specified in Altersteilzeit Early Retirement Arrangements)’’ (‘‘EITF 05-5’’). EITF 05-5 is effective for fiscal years beginning after Dec. 15, 2005. The Company has various programs that fall under the Altersteilzeit (‘‘ATZ’’) program and the implementation of this EITF did not have a material impact on the Company’s financial position, results of operations, or cash flows.

2.    Goodwill and Intangibles

In connection with the acquisition of FHS, the Company recorded goodwill totaling $30,778 at the date of the acquisition. Other changes to goodwill primarily consisted of deferred tax purchase accounting adjustments in connection with the 2004 Acquisition. The changes in the carrying amount of goodwill for the three months ended March 31, 2006 are summarized as follows:


  Sealing Fluid NVH Total
Balance at December 31, 2005 $ 76,523   $ 234,442   $ 87,330   $ 398,295  
Acquisition of FHS       30,778         30,778  
Other   (770   (672   12     (1,430
Balance at March 31, 2006 $ 75,753   $ 264,548   $ 87,342   $ 427,643  

The following table presents intangible assets and accumulated amortization balances of the Company as of December 31, 2005 and March 31, 2006, respectively:


  Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Amortization
Period
Customer contracts $ 141,000   $ (18,329 $ 122,671   7 to 8 years
Customer relationships   153,000     (7,813   145,187   20 years
Developed technology   18,200     (2,344   15,856   6 to 10 years
Other   2,756     (270   2,486    
Balance at December 31, 2005 $ 314,956   $ (28,756 $ 286,200    
Customer contracts $ 150,862   $ (23,099 $ 127,763   7 to 9 years
Customer relationships   163,014     (9,865   153,149   15 to 20 years
Developed technology   24,830     (3,011   21,819   6 to 12 years
Trademarks   2,000     (24   1,976   12 years
Other   2,759     (444   2,315    
Balance at March 31, 2006 $ 343,465   $ (36,443 $ 307,022    

Amortization expense totaled $6,970 and $7,508 for the three months ended March 31, 2005 and 2006, respectively. Estimated amortization expense will total approximately $31,000 for the year ending December 31, 2006.

3.    Restructuring

2005 Actions

During the first quarter of 2005, the Company initiated a restructuring initiative in Australia. This initiative was completed in the third quarter of 2005 at a total cost of approximately $326, of which

7




$243 was recognized during the first quarter of 2005. Total of 26 employees were affected, of which 20 were terminated as of March 31, 2005. The following table summarizes the activity for this initiative during the first quarter of 2005:


  Employee
Separation
Costs
Other Exit
Costs
Asset
Impairments
Total
Balance at January 1, 2005 $   $   $   $  
Expense incurred   215         28     243  
Cash payments   (215           (215
Utilization of reserve           (28   (28
Balance at March 31, 2005 $   $   $   $  

In connection with the 2004 Acquisition, the Company implemented a restructuring strategy whereby two manufacturing facilities in the United States will be closed and certain businesses will be exited. The closures will be completed in 2006 and 2007 at an estimated total cost of $11,700, excluding costs recorded through purchase accounting. The Company had an accrual of $8,460 at January 1, 2006 for employee severance costs and other exit costs related to these closures. During the first quarter of 2006, the Company recorded severance, asset impairment, and other exit costs of $202, $9, and $509, respectively, related to these previously announced actions. Approximately 425 employees will be terminated as part of these initiatives, of which 222 were terminated as of March 31, 2006.

The Company also recorded $1,503 of severance costs during the first quarter of 2006 associated with workforce reduction in Europe. A total of 88 employees were terminated in the first quarter of 2006 as part of this reduction.

The following table summarizes the activity for these initiatives during the first quarter of 2006:


  Employee
Separation
Costs
Other Exit
Costs
Asset
Impairments
Total
Balance at January 1, 2006 $ 7,365   $ 1,095   $   $ 8,460  
Expense incurred   1,705     509     9     2,223  
Cash payments   (2,975   (492       (3,467
Utilization of reserve           (9   (9
Balance at March 31, 2006 $ 6,095   $ 1,112   $   $ 7,207  

2006 Actions

In connection with the acquisition of FHS, the Company started the implementation of a restructuring strategy whereby the consolidation of the FHS business created redundant positions. The Company recorded reserves in purchase accounting totaling $1,684 through March 31, 2006 for employee severance costs for known actions. The Company is finalizing its restructuring strategy and will record any necessary adjustments to the recorded amounts as it finalizes its purchase price. The following table summarizes the activity for this initiative during the first quarter of 2006:


  Employee
Separation
Costs
Other Exit
Costs
Asset
Impairments
Total
Purchase price allocation $ 1,684   $   $   $ 1,684  
Cash payments   (70           (70
Balance at March 31, 2006 $ 1,614   $   $   $ 1,614  

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4.    Inventories

Inventories are comprised of the following:


  December 31,
2005
March 31,
2006
Finished goods $ 35,510   $ 37,119  
Work in process   19,880     33,694  
Raw materials and supplies   51,230     56,184  
  $ 106,620   $ 126,997  

In connection with the acquisition of FHS, a $2,136 fair value write-up was recorded to inventory at the date of the acquisition. Such inventory was liquidated as of March 31, 2006 and recorded as an increase to cost of products sold.

5.    Debt

Outstanding debt consisted of the following at December 31, 2005 and March 31, 2006:


  December 31,
2005
March 31,
2006
Senior Notes $ 200,000   $ 200,000  
Senior Subordinated Notes   350,000     350,000  
Term Loan A   47,517     46,144  
Term Loan B   113,850     113,562  
Term Loan C   183,150     182,688  
Term Loan D       214,622  
Revolving Credit Facility        
Capital leases and other borrowings   7,932     7,823  
Total debt   902,449     1,114,839  
Less: debt payable within one year   (11,602   (13,736
Total long-term debt $ 890,847   $ 1,101,103  

The Term Loan D facility consists of two tranches, with $189,525 outstanding in US dollars and €20,673 outstanding in Euros as of March 31, 2006. In addition, the Company had $13,041 of standby letters of credit outstanding under the Revolving Credit Facility as of March 31, 2006, leaving $111,959 of availability.

6.    Pension and Postretirement Benefits other than Pensions

In connection with the acquisition of FHS, the Company assumed assets and liabilities of certain defined benefit pension plans of FHS. The Company has not finalized its valuation of such plans. During the three months ended March 31, 2006, the Company recorded pension expenses of $528 related to those plans based on a preliminary valuation.

The following tables disclose the amount of net periodic benefit costs for the three month periods ended March 31, 2005 and 2006 for the Company’s defined benefit pension plans and other postretirement benefit plans, excluding the aforementioned plans acquired in connection with the acquisition of FHS:

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  Pension Benefits
  Three Months Ended March 31,
  2005 2006
  U.S. Non-U.S. U.S. Non-U.S.
Service cost $ 2,171   $ 825   $ 2,549   $ 841  
Interest cost   2,842     933     2,998     941  
Expected return on plan assets   (3,171   (840   (3,489   (870
Amortization of prior service cost
and recognized actuarial loss
          71      
Net periodic benefit cost $ 1,842   $ 918   $ 2,129   $ 912  

  Other Postretirement Benefits
  Three Months Ended March 31,
  2005 2006
Service cost $ 769   $ 857  
Interest cost   1,397     1,382  
Amortization of prior service cost
and recognized actuarial loss
      (22
Net periodic benefit cost $ 2,166   $ 2,217  

7.    Income Taxes

Under Accounting Principles Board Opinion No. 28, Interim Financial Reporting, the Company is required to compute its effective tax rate each quarter based upon its estimated annual effective tax rate. The effective tax rate for the three months ended March 31, 2005 was 17%, as compared to 30% for the three months ended March 31, 2006. The income tax rate for the three months ended March 31, 2006 varies from the United States statutory income tax rate primarily due to lower income tax rates in certain foreign jurisdictions, and the benefit of tax credits offset by the effect of losses in certain foreign jurisdictions for which valuation allowances are recorded.

8.    Comprehensive Income

On an annual basis, disclosure of comprehensive income is incorporated into the statement of stockholders’ equity, which is not presented on a quarterly basis. The components of comprehensive income (loss), net of related tax, are as follows:


  Three Months Ended March 31,
  2005 2006
Net income (loss) $ (478 $ 5,482  
Currency translation adjustment   (5,360   6,859  
Minimum pension liability       (12
Comprehensive income (loss) $ (5,838 $ 12,329  

9.    Other Income (Expense)

The components of other income (expense) are as follows:


  Three Months Ended March 31,
  2005 2006
Foreign currency gains (losses) $ (2,657 $ (436
Minority interest   (5   (521
Other income (expense) $ (2,662 $ (957

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10.    Related Party Transactions

In connection with the acquisition of FHS, the Company paid $1,000 of transaction advisory fees to each of its two primary stockholders in February 2006.

Sales to NISCO, a 50% owned joint venture, totaled $4,901 and $8,518 in the three months ended March 31, 2005 and 2006, respectively.

11.    Business Segments

The Company evaluates segment performance based on segment profit before tax. The following table details information on the Company's business segments:


  Three Months Ended March 31,
  2005 2006
Sales to external customers            
Sealing $ 230,187   $ 228,390  
Fluid   160,357     240,301  
NVH   79,465     71,680  
Eliminations and other   132      
Consolidated $ 470,141   $ 540,371  
Intersegment sales            
Sealing $ 18   $  
Fluid        
NVH   9,564     11,124  
Eliminations and other   (9,582   (11,124
Consolidated $   $  
Segment profit (loss)            
Sealing $ (2,058 $ 2,963  
Fluid   3,349     6,259  
NVH   (1,866   (1,369
Income before income taxes $ (575 $ 7,853  

  December 31,
2005
March 31,
2006
Segment assets            
Sealing $ 666,154   $ 656,069  
Fluid   737,716     1,048,140  
NVH   285,418     287,718  
Eliminations and other   44,932     32,740  
Consolidated $ 1,734,220   $ 2,024,667  

Restructuring costs included in segment profit for Sealing, Fluid, and NVH totaled $29, $214, and $0, respectively, for the three months ended March 31, 2005, and $2,004, $1 and $218, respectively, for the three months ended March 31, 2006.

12.    Guarantor and Non-Guarantor Subsidiaries

In connection with the 2004 Acquisition, Cooper-Standard Automotive Inc. (the ‘‘Issuer’’), a wholly-owned subsidiary, issued the Senior Notes and Senior Subordinated Notes with a total principal amount of $550,000. Cooper-Standard Holdings Inc. (the ‘‘Parent’’) and all wholly-owned domestic subsidiaries of Cooper-Standard Automotive Inc. (the ‘‘Guarantors’’) unconditionally guarantee the notes. The following condensed consolidated financial data provides information regarding the

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financial position, results of operations, and cash flows of the Guarantors. Separate financial statements of the Guarantors are not presented because management has determined that those would not be material to the holders of the notes. The Guarantors account for their investments in the non-guarantor subsidiaries under the equity method. The principal elimination entries are to eliminate the investments in subsidiaries and intercompany balances and transactions (dollars in millions).

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CONSOLIDATING STATEMENT OF INCOME
For the Three Months Ended March 31, 2005


  Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated
Totals
Sales $   $ 154.3   $ 84.8   $ 248.0   $ (17.0 $ 470.1  
Cost of products sold       146.7     68.1     204.0     (17.0   401.8  
Selling, administration, & engineering expenses       27.1     4.9     11.7         43.7  
Amortization of intangibles       7.0                 7.0  
Restructuring               0.2         0.2  
Operating profit (loss)       (26.5   11.8     32.1         17.4  
Interest expense, net of interest income       (13.5       (2.6       (16.1
Equity earnings (losses)       (0.1   0.9             0.8  
Other income (expense)       9.0         (11.7       (2.7
Income (loss) before income taxes       (31.1   12.7     17.8         (0.6
Provision for income tax expense (benefit)       (13.1   5.3     7.7         (0.1
Income (loss) before equity in income (loss) of subsidiaries       (18.0   7.4     10.1         (0.5
Equity in net income (loss) of subsidiaries   (0.5   17.5             (17.0    
NET INCOME (LOSS) $ (0.5 $ (0.5 $ 7.4   $ 10.1   $ (17.0 $ (0.5

CONSOLIDATING STATEMENT OF INCOME
For the Three Months Ended March 31, 2006


  Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated
Totals
Sales $   $ 137.0   $ 138.3   $ 293.7   $ (28.6 $ 540.4  
Cost of products sold       120.0     116.6     245.7     (28.6   453.7  
Selling, administration, & engineering expenses       25.0     12.0     11.9         48.9  
Amortization of intangibles       5.4     0.5     1.6         7.5  
Restructuring       0.3         1.9         2.2  
Operating profit (loss)       (13.7   9.2     32.6         28.1  
Interest expense, net of interest income       (17.1       (3.1       (20.2
Equity earnings           1.0             1.0  
Other income (expense)       9.1     (0.1   (10.0       (1.0
Income (loss) before income taxes       (21.7   10.1     19.5         7.9  
Provision for income tax expense (benefit)       (8.5   4.0     6.9         2.4  
Income (loss) before equity in income (loss) of subsidiaries       (13.2   6.1     12.6         5.5  
Equity in net income of subsidiaries   5.5     18.7             (24.2    
NET INCOME $ 5.5   $ 5.5   $ 6.1   $ 12.6   $ (24.2 $ 5.5  

13




CONSOLIDATING BALANCE SHEET
December 31, 2005


  Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated
Totals
ASSETS                                    
Current assets:                                    
Cash and cash equivalents $   $ 5.4   $   $ 56.8   $   $ 62.2  
Accounts receivable, net       85.6     59.3     178.6         323.5  
Inventories       32.6     18.6     55.4         106.6  
Other       11.1     (2.1   16.3         25.3  
Total current assets       134.7     75.8     307.1         517.6  
Investments in affiliates and
intercompany accounts, net
  312.2     (18.5   366.2     246.3     (878.1   28.1  
Property, plant, and equipment, net       113.3     85.6     265.7         464.6  
Goodwill       398.3                 398.3  
Other assets       309.9     0.6     15.1         325.6  
  $ 312.2   $ 937.7   $ 528.2   $ 834.2   $ (878.1 $ 1,734.2  
LIABILITIES & STOCKHOLDERS' EQUITY                                    
Current liabilities:                                    
Debt payable within one year $   $ 2.0   $   $ 9.6   $   $ 11.6  
Accounts payable       59.3     18.6     87.2         165.1  
Accrued liabilities       69.4     4.3     53.8