Cooper-Standard Holdings Inc.: Form 10-Q for the period ended Sep 30, 2018

This management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. Our historical results may not indicate, and should not be relied upon as an indication of, our future performance. Our forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. See “Forward-Looking Statements” below for a discussion of risks associated with reliance on forward-looking statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed below and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the U.S. Securities and Exchange Commission (“2017 Annual Report”) see Item 1A. “Risk Factors.” The following should be read in conjunction with our 2017 Annual Report and the other information included herein. Our discussion of trends and conditions supplements and updates such discussion included in our 2017 Annual Report. References in this quarterly report on Form 10-Q (the “Report”) to “we,” “our,” or the “Company” refer to Cooper-Standard Holdings Inc., together with its consolidated subsidiaries.

Executive Overview

Our Business

We design, manufacture and sell sealing, fuel and brake delivery, fluid transfer, and anti-vibration systems for use in passenger vehicles and light trucks manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. We operate our business along four segments: North America, Europe, Asia Pacific and South America. We are primarily a “Tier 1” supplier, with approximately 85% of our sales in 2017 made directly to major OEMs.

Subsequent to the end of the Company's third quarter, on November 2, 2018, the Company entered into a definitive agreement to divest the anti-vibration systems product line.

Recent Trends and Conditions

General Economic Conditions and Outlook

The global automotive industry is susceptible to uncertain economic conditions that could adversely impact new vehicle demand. Business conditions may vary significantly from period to period or region to region.

In North America, the U.S. economy has continued its momentum as a result of recent tax changes and decreased regulation on business and industry. However, geo-political uncertainty remains heightened due to ongoing trade tension between the U.S. and certain key trading partners and the pending implementation of the recently signed USMCA trade agreement between the United States, Mexico and Canada. The mix of vehicles produced continues to shift away from passenger cars into sport utility vehicles, crossover utility vehicles and light trucks. For the full year, growth in the sport utility, crossover and light truck categories is expected to mostly offset reduced passenger car production. Total light vehicle units produced in 2018 are expected to be down only slightly compared with 2017 levels.

In Europe, economic conditions remain generally strong with some regional variation and country specific exceptions. Overall, economic growth is expected to continue in the remainder of 2018, albeit at a somewhat slower pace than 2017 or the first three quarters of 2018. Improvements in Central European labor markets continue to drive improved consumer confidence and increased consumer spending. As a result, demand for light vehicles is increasing modestly. However, similar to North America, potential economic uncertainty related to international trade relations as well as the impact of Great Britain’s potential exit from the European Union could weigh on consumer confidence and economic growth going forward. Additionally, the implementation of new testing protocols for carbon emissions (WLTP) have had wide disruptive effects on light vehicle production, especially in Western Europe. This disruption is expected to continue through the remainder of 2018.

The Chinese economy started the year strong with robust infrastructure investment and strong retail growth. However, trade tensions between China and the United States have escalated, with multiple rounds of incremental tariffs having been imposed, creating the potential for further economic market disruption and decreased demand for western vehicle brands. Consumer preferences and an expanding middle class in China continue to drive crossover utility vehicle demand higher, while demand for passenger cars is expected to be down slightly year over year.

In Brazil, business and consumer confidence fell during the third quarter amid an uncertain political backdrop, rising inflation and the devaluation of the Real. Export demand for Brazilian-made vehicles has declined due largely to the deteriorating economic conditions in neighboring Argentina. Domestic demand for light vehicles has remained stable, however, as the banking sector has eased and expanded credit availability for automotive purchases. Due to a long history of economic and political volatility, we remain cautious about consumer confidence and vehicle demand in this region.

Our business is susceptible to inflationary pressures with respect to raw materials which may place operational and profitability burdens on the entire supply chain. Costs related to raw materials, such as steel, aluminum, and oil and oil-derived commodities, continue to be volatile. In addition, we expect commodity cost volatility to have a continual impact on future earnings and operating cash flows. As such, on an ongoing basis we work with our customers and suppliers to mitigate both inflationary pressures and our material-related cost exposures.

The current domestic and international political environment, including existing and potential changes to U.S. policies related to global trade and tariffs, have resulted in uncertainty surrounding the future state of the global economy. We continue to monitor the potential impacts of previously-announced tariffs, however we anticipate these and other tariffs to negatively impact material costs.

Production Levels

Our business is directly affected by the automotive vehicle production rates in North America, Europe, Asia Pacific and South America. New vehicle demand is driven by macroeconomics, including global trade relations, and other factors such as interest rates, manufacturer and dealer sales incentives, fuel prices, consumer confidence, employment levels, income growth trends and government and tax incentives. The industry could face uncertainties that may adversely impact consumer demand for vehicles as well as the future production environment.

In North America, third quarter total light vehicle production increased slightly compared to the same period a year ago. In the first nine months of the year, production was down slightly. Production of passenger cars declined while production of light trucks, sport utility vehicles and crossover vehicles increased, driven by consumer demand and preferences. We expect similar patterns to continue in the region throughout 2018. European light vehicle production was down in the third quarter compared to the same period last year, but up slightly through the first nine months of 2018. We expect production levels in Europe to be essentially flat for the full year. In the Asia Pacific region, light vehicle production decreased slightly in the third quarter but showed a slight increase through the first nine months of 2018. We expect slight year-over-year growth in the region for the full year, despite slowing growth in China.

Light vehicle production in certain regions for the three and nine months ended September 30, 2018 and 2017 was:

(In millions of units)

(1) Production data based on IHS Automotive, October 2018.

(2) Includes Greater China units of 6.3 million and 6.6 million for the three months ended September 30, 2018 and 2017, respectively, and 19.9 million and 19.6 million for the nine months ended September 30, 2018 and 2017, respectively.

Results of Operations

(dollar amounts in thousands)

31

Three Months Ended September 30, 2018 Compared with Three Months Ended September 30, 2017

Sales

Sales for the three months ended September 30, 2018 decreased 0.8%, compared to the three months ended September 30, 2017.

(dollar amounts in thousands)

* Net of customer price reductions

** Other includes the net impact of acquisitions and divestitures

Gross Profit

(dollar amounts in thousands)

* Net of customer price reductions

Cost of products sold is primarily comprised of material, labor, manufacturing overhead, freight, depreciation, warranty costs and other direct operating expenses. The Company’s material cost of products sold was approximately 51% and 50% of total cost of products sold for the three months ended September 30, 2018 and 2017, respectively. The most significant driver of the increase in cost of products sold was material cost pressure and wage inflation, partially offset by $10.4 million of net operating efficiencies.

Gross profit for the three months ended September 30, 2018 decreased 20.7% compared to the three months ended September 30, 2017. The decrease is due to volume and mix including customer price reductions, inflation, material cost pressure and $2.1 million of foreign exchange, partially offset by $10.4 million of net operating efficiencies.

Selling, Administration and Engineering Expense. Selling, administration and engineering expense includes administrative expenses as well as product engineering and design and development costs. Sales, administration and engineering expense for the three months ended September 30, 2018 was 9.5% of sales compared to 10.1% for the three months ended September 30, 2017. This decrease is due to lower compensation-related costs and efficiencies related to cost improvement initiatives.

Restructuring. Restructuring charges for the three months ended September 30, 2018 decreased $7.2 million compared to the three months ended September 30, 2017. The decrease was primarily driven by lower restructuring charges attributed to Europe, North America and Asia Pacific.

Interest Expense, Net. Net interest expense for the three months ended September 30, 2018 decreased $0.3 million compared to the three months ended September 30, 2017, primarily due to the repricing of the Term Loan Facility.

Other Expense, Net. Other expense for the three months ended September 30, 2018 decreased $5.1 million compared to the three months ended September 30, 2017 primarily due to lower components of net periodic benefit cost other than service cost.

Income Tax Expense. Income tax benefit for the three months ended September 30, 2018 was $1.2 million on earnings before income taxes of $31.5 million. This compares to income tax expense of $7.8 million on earnings before income taxes of $33.3 million for the same period of 2017. The effective tax rate for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 was lower primarily due to the lower U.S. statutory rate and benefits recorded from adjustments to provisional amounts recorded as a result of the U.S. Tax Cuts and Jobs Act in the three months ended September

30, 2018. The income tax rate for the three months ended September 30, 2018 varied from statutory rates primarily due to adjustments to provisional amounts recorded as a result of the U.S. Tax Cuts and Jobs Act, tax credits, the impact of income taxes on foreign earnings taxed at rates varying 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, income tax incentives, excess tax benefits related to share-based compensation and other permanent items.

Nine Months Ended September 30, 2018 Compared with Nine Months Ended September 30, 2017

Sales

Sales for the nine months ended September 30, 2018 increased 2.9%, compared to the nine months ended September 30, 2017.

(dollar amounts in thousands)

* Net of customer price reductions

** Other includes the net impact of acquisitions and divestitures.

Gross Profit

(dollar amounts in thousands)

* Net of customer price reductions

Cost of products sold is primarily comprised of material, labor, manufacturing overhead, freight, depreciation, warranty costs and other direct operating expenses. The Company’s material cost of products sold was approximately 51% of total cost of products sold for the nine months ended September 30, 2018 and 2017, respectively. The most significant driver of the increase in cost of products sold was material cost pressure and wage inflation, partially offset by $57.4 million of net operating efficiencies.

Gross profit for the nine months ended September 30, 2018 decreased 10.4% compared to the nine months ended September 30, 2017. The decrease is due to volume and mix including customer price reductions, inflation and material cost pressure, partially offset by $57.4 million of net operating efficiencies and $10.6 million of foreign exchange.

Selling, Administration and Engineering Expense. Selling, administration and engineering expense includes administrative expenses as well as product engineering and design and development costs. Sales, administration and engineering expense for the nine months ended September 30, 2018 was 8.7% of sales compared to 9.7% for the nine months ended September 30, 2017. This decrease is due to lower compensation-related costs and efficiencies related to cost improvement initiatives.

Restructuring. Restructuring charges for the nine months ended September 30, 2018 decreased $8.4 million compared to the nine months ended September 30, 2017. The decrease was primarily driven by lower restructuring expenses related to our European and Asia Pacific initiatives, partially offset by higher restructuring charges attributed to North America.

Interest Expense, Net. Net interest expense for the nine months ended September 30, 2018 decreased $2.0 million compared to the nine months ended September 30, 2017, primarily due to the repricing of the Term Loan Facility.

Loss on Refinancing and Extinguishment of Debt. Loss on refinancing and extinguishment of debt for the nine months ended September 30, 2018 and 2017 resulted from expensing debt issuance costs and unamortized original issue discount associated with our amended Term Loan Facility.

Other Expense, Net. Other expense for the nine months ended September 30, 2018 decreased $6.7 million compared to the nine months ended September 30, 2017 primarily due to lower components of net periodic benefit cost other than service cost and lower foreign currency losses.

Income Tax Expense. Income tax expense for the nine months ended September 30, 2018 was $19.8 million on earnings before income taxes of $153.1 million. This compares to income tax expense of $40.3 million on earnings before income taxes of $149.9 million for the same period of 2017. The effective tax rate for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 was lower primarily due to the lower U.S. statutory rate and benefits recorded from adjustments to provisional amounts recorded as a result of the U.S. Tax Cuts and Jobs Act in the nine months ended September 30, 2018. The income tax rate for the nine months ended September 30, 2018 varied from statutory rates primarily due to adjustments to provisional amounts recorded as a result of the U.S. Tax Cuts and Jobs Act, tax credits, the impact of income taxes on foreign earnings taxed at rates varying 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, income tax incentives, excess tax benefits related to share-based compensation and other permanent items.

Segment Results of Operations

Three Months Ended September 30, 2018 Compared with Three Months Ended September 30, 2017

Sales

(dollar amounts in thousands)

* Net of customer price reductions

• The impact of foreign currency exchange primarily relates to the Brazilian Real, Chinese Renminbi, Euro, and the Canadian Dollar.
• Other includes the net impact of acquisitions and divestitures.

Segment profit (loss)

(dollar amounts in thousands)

* Net of customer price reductions

• The impact of foreign currency exchange is primarily driven by the Brazilian Real, Chinese Renminbi and Euro.
• The Cost (Increases) / Decreases category above includes:
• The increase in material cost pressure and wage inflation;
• Net operational efficiencies of $10.4 million primarily driven by our North America and Europe segment;
• The decrease in selling, administrative and engineering expense, due to lower compensation-related costs and efficiencies related to cost improvement initiatives; and
• The Other category above includes changes in the net impact of acquisitions and divestitures, restructuring expense and non-recurring items, including:

The gain of $10.7 million related to the sale of land in our Europe segment;

• The non-recurrence of the prior period settlement charges of $5.9 million in our Europe segment and the foreign tax amnesty program expense of $3.1 million in our South America segment; and
• The $7.2 million decrease in restructuring expenses primarily related to our North America, Europe and Asia Pacific segments.

Nine Months Ended September 30, 2018 Compared with Nine Months Ended September 30, 2017

Sales

(dollar amounts in thousands)

* Net of customer price reductions

• The impact of foreign currency exchange primarily relates to the Euro and the Chinese Renminbi.
• Other includes the net impact of acquisitions and divestitures.

Segment profit (loss)

(dollar amounts in thousands)

* Net of customer price reductions

• The favorable impact of foreign currency exchange impact is primarily driven by the Euro and Chinese Renminbi, partially offset by the Polish Zloty, the Czech Koruna, and Brazilian Real.
• The Cost (Increases) / Decreases category above includes:
• Net operational efficiencies of $57.4 million primarily driven by our North America and Europe segments;
• The decrease in selling, administrative and engineering expense due to lower compensation-related costs and efficiencies related to cost improvement initiatives; and
• The increase in wage inflation and the increase in material cost pressure.
• The Other category above includes changes in the net impact of acquisitions and divestitures, restructuring expense, and non-recurring items, including:
• The non-recurrence of the prior period settlement charges of $5.9 million and impairment charges of $4.3 million in our Europe segment, and the foreign tax amnesty program expense of $3.1 million in our South America segment;
• The gain of $10.7 million related to the sale of land in our Europe segment; and
• The $8.4 million decrease in restructuring expenses related to our Europe and Asia Pacific segments, partially offset by higher restructuring charges in our North America segment.

Liquidity and Capital Resources

Short and Long-Term Liquidity Considerations and Risks

We intend to fund our ongoing working capital, capital expenditures, debt service and other funding requirements through a combination of cash flows from operations, cash on hand, borrowings under our senior asset-based revolving credit facility (“ABL Facility”) and receivables factoring. The Company utilizes intercompany loans and equity contributions to fund its worldwide operations. There may be country-specific regulations which may restrict or result in increased costs in the repatriation of these funds. See Note 10. “Debt” to the unaudited condensed consolidated financial statements included in Part 1, Item 1 of this Report for additional information.

Based on our current and anticipated levels of operations and the condition in our markets and industry, we believe that our cash flows from operations, cash on hand, borrowings under our ABL Facility and receivables factoring will enable us to meet our ongoing working capital, capital expenditures, debt service and other funding requirements for the next twelve months. However, our ability to fund our working capital needs, debt payments and other obligations, and to comply with the financial covenants, including borrowing base limitations, under our ABL Facility, depend on our future operating performance and cash flow and many factors outside of our control, including the costs of raw materials, the state of the overall automotive industry and financial and economic conditions and other factors.

Cash Flows

Operating Activities. Net cash provided by operations was $78.0 million for the nine months ended September 30, 2018, compared to net cash provided by operations of $105.1 million for the nine months ended September 30, 2017. The lower inflow was primarily due to changes in other accrued liabilities, including our discretionary pension contribution, partially offset by higher utilization of the accounts receivable factoring program.

Investing Activities. Net cash used in investing activities was $250.6 million for the nine months ended September 30, 2018, compared to $136.7 million for the nine months ended September 30, 2017. Cash used in investing activities consisted primarily of capital spending of $160.1 million and $137.4 million for the nine months ended September 30, 2018 and 2017, respectively, as well as cash paid for the acquisition of businesses, which consisted primarily of $92.7 million for the Lauren acquisition and $3.9 million for the AMI China acquisition. We anticipate that we will spend approximately $215 million to $225 million on capital expenditures in 2018.

Financing Activities. Net cash used in financing activities totaled $57.0 million for the nine months ended September 30, 2018, compared to $52.1 million for the nine months ended September 30, 2017. The increase was primarily due to the higher share repurchase activity and the purchase of a noncontrolling interest, partially offset by lower principal payments on long-term debt.

Share Repurchase Program

In June 2018, our Board of Directors approved a new common stock repurchase program (the “2018 Program”) authorizing us to repurchase, in the aggregate, up to $150 million of our outstanding common stock. Under the Program, repurchases may be made on the open market, through private transactions, accelerated share repurchases, round lot or block transactions on the New York Stock Exchange or otherwise, as determined by our management and in accordance with prevailing market conditions and federal securities laws and regulations. The 2018 Program, which is effective in November 2018, replaces the prior $125 million authorization to repurchase shares approved by the board in March 2016 (the “2016 Program”).

During the nine months ended September 30, 2018, we utilized $43.5 million of cash on hand to repurchase 327,788 shares of common stock, a portion of which was completed under an accelerated share repurchase ("ASR") program entered in June 2018. As of September 30, 2018, we had approximately $1.7 million of repurchase authorization remaining under the 2016 Program.

We expect to fund any future repurchases from cash on hand and future cash flows from operations. The specific timing and amount of repurchase will vary based on market and business conditions and other factors. We are not obligated to repurchase any number of shares or dollar amount under either program, and the programs may be discontinued at any time at our discretion.

Non-GAAP Financial Measures

In evaluating our business, management considers EBITDA and Adjusted EBITDA to be key indicators of our operating performance. Our management also uses EBITDA and Adjusted EBITDA:

• because similar measures are utilized in the calculation of the financial covenants and ratios contained in our financing arrangements;
• in developing our internal budgets and forecasts;
• as a significant factor in evaluating our management for compensation purposes;
• in evaluating potential acquisitions;
• in comparing our current operating results with corresponding historical periods and with the operational performance of other companies in our industry; and
• in presentations to the members of our board of directors to enable our board of directors to have the same measurement basis of operating performance as is used by management in their assessments of performance and in forecasting and budgeting for our company.

In addition, we believe EBITDA and Adjusted EBITDA and similar measures are widely used by investors, securities analysts and other interested parties in evaluating our performance. We define Adjusted EBITDA as net income (loss) plus income tax expense (benefit), interest expense, net of interest income, depreciation and amortization or EBITDA, as adjusted for items that management does not consider to be reflective of our core operating performance. These adjustments include, but are not limited to, restructuring costs, impairment charges, non-cash fair value adjustments and acquisition-related costs.

EBITDA and Adjusted EBITDA are not financial measurements recognized under U.S. GAAP, and when analyzing our operating performance, investors should use EBITDA and Adjusted EBITDA as a supplement to, and not as alternatives for, net income (loss), operating income, or any other performance measure derived in accordance with U.S. GAAP, nor as an alternative to cash flow from operating activities as a measure of our liquidity. EBITDA and Adjusted EBITDA have limitations as analytical tools, and they should not be considered in isolation or as substitutes for analysis of our results of operations as reported under U.S. GAAP. These limitations include:

• they do not reflect our cash expenditures or future requirements for capital expenditure or contractual commitments;
• they do not reflect changes in, or cash requirements for, our working capital needs;
• they do not reflect interest expense or cash requirements necessary to service interest or principal payments under our ABL Facility, Term Loan Facility and Senior Notes;
• they do not reflect certain tax payments that may represent a reduction in cash available to us;
• although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and
• other companies, including companies in our industry, may calculate these measures differently and, as the number of differences in the way companies calculate these measures increases, the degree of their usefulness as a comparative measure correspondingly decreases.

In addition, in evaluating Adjusted EBITDA, it should be noted that in the future, we may incur expenses similar to the adjustments in the below presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by special items.

The following table provides a reconciliation of EBITDA and Adjusted EBITDA from net income, which is the most comparable financial measure in accordance with U.S. GAAP:

(dollar amounts in thousands)

(1) Gain on sale of land in Europe that was contemplated in conjunction with our restructuring plan. See Note 6. “Restructuring.”

(2) Amortization of write-up of inventory to fair value for the Lauren acquisition.

(3) Non-cash settlement charges of $5.7 million and administrative fees of $0.2 million relating to U.K. pension plan.

(4) Relates to indirect taxes recorded in cost of products sold.

(5) Loss on refinancing and extinguishment of debt related to the applicable amendment of the Term Loan Facility entered into during such period.

(6) Non-cash impairment charges related to fixed assets.

Contingencies and Environmental Matters

The information concerning contingencies, including environmental contingencies and the amount currently held in reserve for environmental matters, contained in Note 21. “Commitments and Contingencies” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report, is incorporated herein by reference.

Recently Issued Accounting Pronouncements

See Note 1. “Overview” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report.

Critical Accounting Estimates

There have been no significant changes in our critical accounting estimates during the nine months ended September 30, 2018.

Forward-Looking Statements

This quarterly report on Form 10-Q 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; entering new markets; possible variability of our working capital requirements; risks associated with our international operations, including changes in laws, regulations, and policies governing the terms of foreign trade such as increased trade restrictions and tariffs; 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; changes in our assumptions used for evaluation of deemed repatriation tax and the remeasurement of our deferred tax assets and liabilities, including as a result of IRS issuing guidance on the Tax Cuts and Jobs Act that may change our assumptions; 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 quarterly report on Form 10-Q 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.

There have been no material changes to the quantitative and qualitative information about the Company’s market risk from those previously disclosed in the Company’s quarterly report on Form 10-Q for the first quarter ended March 31, 2018.

Evaluation of Disclosure Controls and Procedures

The Company has evaluated, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Based on that evaluation, the Company’s Chief Executive Officer along with the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Report.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2018 that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.