Cooper Standard Reports Record 2017 Results

NOVI, Mich., Feb. 15, 2018 /PRNewswire/ -- Cooper-Standard Holdings Inc. (NYSE: CPS) today reported record results for the fourth quarter and full year 2017.

Fourth Quarter 2017 Highlights

    --  Sales increased 7.1 percent to a record $937.9 million
    --  Net income totaled $28.5 million or $1.53 per fully diluted share
    --  Adjusted net income totaled $63.6 million or $3.42 per fully diluted
        share
    --  Adjusted EBITDA totaled $131.2 million, up 26.4 percent year-over-year
    --  Cash flow from operations totaled $208.9 million; free cash flow
        generated was $159.6 million

Full Year 2017 Highlights

    --  Sales increased 4.2 percent to a record $3.62 billion
    --  Strong net income of $135.3 million or $7.21 per fully diluted share
    --  Adjusted net income totaled $208.0 million or $11.08 per fully diluted
        share
    --  Adjusted EBITDA totaled $452.0 million, up 8.5 percent year-over-year
    --  Cash flow from operations totaled $313.5 million; free cash flow
        generated was $126.7 million

"Cooper Standard had another outstanding year in 2017," stated Jeffrey Edwards, Company chairman and CEO. "It was our best year ever in terms of employee safety and we set new all-time highs in sales, adjusted EBITDA and adjusted EBITDA margin. In addition, our progress in material science and product innovation and the establishment of our adjacent markets business are creating new and exciting opportunities for the future. Our outlook is positive and our global team of highly engaged employees remains focused on making further advancements toward world-class performance."

During the fourth quarter 2017, Cooper Standard generated net income of $28.5 million, or $1.53 per diluted share on sales of $937.9 million. These results included a $33.5 million charge related to recent tax reform legislation in the United States. Adjusted EBITDA for the quarter was $131.2 million. These results compare to a net income of $31.1 million or $1.65 per diluted share and adjusted EBITDA of $103.8 million on sales of $875.4 million in the fourth quarter of 2016. The Company's adjusted EBITDA margin for the fourth quarter 2017 was 14.0 percent compared to 11.9 percent in the fourth quarter 2016.

Fourth quarter 2017 net income excluding restructuring and other special items ("adjusted net income") totaled $63.6 million, or $3.42 per diluted share, compared to $48.1 million, or $2.56 per diluted share in the fourth quarter 2016.

For the full year 2017, the Company reported net income of $135.3 million, or $7.21 per diluted share on sales of $3.62 billion. These results included the $33.5 million charge in the fourth quarter related to recent tax reform legislation in the United States. Adjusted EBITDA for the year was $452.0 million. By comparison, the Company reported net income of $139.0 million, or $7.42 per diluted share, and adjusted EBITDA of $416.7 million on sales of $3.47 billion in 2016. The Company's adjusted EBITDA margin for 2017 was 12.5 percent compared to 12.0 percent in 2016.

Adjusted net income for the full year 2017 was $208.0 million or $11.08 per diluted share. This compares to adjusted net income of $194.9 million or $10.41 per diluted share in 2016.

Adjusted net income, adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share and free cash flow are non-GAAP measures. Reconciliations to the most directly comparable financial measures, calculated and presented in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), are provided in the attached supplemental schedules.

Notable Developments

During the fourth quarter, Cooper Standard launched 42 new customer programs and was awarded $107.6 million in annual net new business. For the full year 2017, the Company's annual net new business awards totaled $453.0 million, an increase of 13.8 percent compared to 2016.

New contract awards for the Company's recent product innovations totaled $45.1 million in the quarter, including the Company's fourth production contract for Fortrex(TM) sealing products. Since the first quarter of 2016, contract awards for innovation products total $464.0 million. Commercialized innovation products include: MagAlloy(TM); ArmorHose(TM); ArmorHose(TM) TPV; Gen III Posi-Lock(TM); TP Microdense; and Fortrex(TM).

Fourth Quarter Operational Overview

Consolidated

Fourth quarter 2017 sales increased by $62.5 million or 7.1 percent compared to the fourth quarter of 2016. The year-over-year increase is largely attributable to favorable volume and mix, favorable foreign exchange and the net positive impact of acquisitions and divestitures, partially offset by customer price adjustments.

Fourth quarter adjusted EBITDA increased by $27.4 million or 26.4 percent compared to the fourth quarter of 2016. The year-over-year variance is primarily attributable to favorable volume and mix, lower compensation related expense, restructuring savings and net material cost savings. These favorable items were partially offset by customer price adjustments and inflation.

North America

Cooper Standard's North America segment reported sales of $479.4 million in the fourth quarter of 2017, an increase of 5.3 percent when compared to $455.3 million in sales recorded in the fourth quarter of 2016. The increase was primarily attributable to improved volume and mix, and the acquisition of AMI, partially offset by customer price adjustments.

North America segment profit was $65.2 million, or 13.6 percent of sales, in the fourth quarter of 2017. This compared to segment profit of $49.9 million, or 11.0 percent of sales in the fourth quarter of 2016. The increase was primarily attributable to lower compensation related expense, favorable volume and mix, improved supply chain performance and net material costs, the acquisition of AMI and foreign exchange. These favorable items were partially offset by customer price adjustments, investments in innovation, and inflation.

Europe

Cooper Standard's Europe segment reported sales of $267.4 million in the fourth quarter of 2017 compared to $237.1 million in the fourth quarter of 2016. The increase was attributable to favorable volume and mix, and foreign exchange, partially offset by customer price adjustments.

The Europe segment reported a segment profit of $1.8 million in the fourth quarter of 2017, compared to a segment loss of $8.5 million in the fourth quarter of 2016. The year-over-year improvement was largely attributable to favorable volume and mix, and cost reductions related to restructuring, partially offset by customer price adjustments, commodity price pressure and inflation.

Asia Pacific

Cooper Standard's Asia Pacific segment reported sales of $163.2 million in the fourth quarter of 2017, an increase of 1.9 percent compared to $160.2 million in the fourth quarter of 2016.

The Asia Pacific segment reported segment loss of $1.1 million in the fourth quarter of 2017, compared to segment profit of $3.1 million in the fourth quarter 2016. The year-over-year change was primarily attributable to fixed asset impairment charges, wage inflation and customer price adjustments, partially offset by improved supply chain performance and net material costs.

South America

Cooper Standard's South America segment reported sales of $27.9 million in the fourth quarter of 2017 compared to $22.8 million in the fourth quarter of 2016. The increase was primarily attributable to favorable volume and mix.

The South America segment incurred a segment loss of $2.6 million in the fourth quarter of 2017 compared to a loss of $1.5 million in the fourth quarter of 2016. The year-over-year change is primarily attributable to expenses related to a tax amnesty program and foreign exchange, partially offset by improved operating efficiency and favorable volume and mix.

Liquidity and Cash Flow

At December 31, 2017, Cooper Standard had cash and cash equivalents totaling $516.0 million. Net cash provided by operating activities in the fourth quarter 2017 was $208.9 million compared to $181.7 million in the fourth quarter of 2016. Free cash flow (defined as net cash provided by operating activities minus capital expenditures) improved to $159.6 million in the fourth quarter of 2017 compared to $134.1 million in the fourth quarter of 2016. For the full year 2017, net cash provided by operating activities was $313.5 million compared to $363.7 million in 2016. Free cash flow for the full year 2017 was $126.7 million compared to $199.3 million in 2016.

In addition to cash and cash equivalents, the Company had $198.4 million available under its senior amended asset-based revolving credit facility ("ABL facility") for total liquidity of $714.3 million at December 31, 2017.

Total debt at December 31, 2017 was $758.2 million compared to $762.9 million at December 31, 2016. Net debt (defined as total debt minus cash and cash equivalents) at December 31, 2017 was $242.3 million compared to $282.8 million at December 31, 2016. Cooper Standard's net leverage ratio (defined as net debt divided by adjusted EBITDA) at December 31, 2017 was 0.5 times trailing 12 months adjusted EBITDA.

Outlook

The Company has issued 2018 full year guidance as follows:


                                                   Current Guidance
                                                   ----------------

    Sales                                            $3.55 - $3.60 billion
    -----                                            ---------------------

    Adjusted EBITDA Margin(1)                                12.7% - 13.3%
    ------------------------                                  ------------

    Capital Expenditures as a percent of
     sales                                                     5.5% - 5.9%
    ------------------------------------                        ----------

    Cash Restructuring                                   $25 - $35 million
    ------------------                                   -----------------

    Effective Tax Rate                                           20% - 24%
    ------------------                                            --------


         (1)    Adjusted EBITDA Margin is a
                 non-GAAP financial measure.
                 We do not provide guidance
                 on net income margin. Full-
                 year net income will include
                 special items that have not
                 yet occurred and are
                 difficult to predict with
                 reasonable certainty prior
                 to year-end.

Conference Call Details

Cooper Standard management will host a conference call and webcast on February 16 at 9 a.m. ET to discuss its fourth quarter and full year 2017 results, provide a general business update and respond to investor questions.

To participate in the live question-and-answer session, callers in the United States and Canada should dial toll-free 800-949-4315 (international callers dial 678-825-8315) and provide the conference ID 95008496 or ask to be connected to the Cooper Standard teleconference. Callers should dial in at least five minutes prior to the start of the call. Financial and automotive analysts are invited to ask questions after the presentations are made.

The interactive webcast and slide presentation can be accessed live or in replay on the investor relations page of the Cooper Standard website at www.ir.cooperstandard.com/events.cfm.

About Cooper Standard

Cooper Standard, headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Products include rubber and plastic sealing, fuel and brake lines, fluid transfer hoses and anti-vibration systems. Cooper Standard employs approximately 32,000 people globally and operates in 20 countries around the world. For more information, please visit www.cooperstandard.com.

Forward-Looking Statements

This press release 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, uncertainties and other factors 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; 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 press release 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.

CPS_F


    Contact for Analysts:               Contact for Media:

    Roger Hendriksen                    Sharon Wenzl

    Cooper Standard                     Cooper Standard

    (248) 596-6465                      (248) 596-6211

    roger.hendriksen@cooperstandard.com sswenzl@cooperstandard.com

Financial statements and related notes follow:


                                                                               COOPER-STANDARD HOLDINGS INC.

                                                                           CONSOLIDATED STATEMENTS OF NET INCOME

                                                              (Dollar amounts in thousands except share and per share amounts)


                                                  Quarter Ended December 31,                                     Year Ended December 31,

                                               2017                       2016                        2017                               2016
                                               ----                       ----                        ----                               ----

                                        (Unaudited)               (Unaudited)                (Unaudited)

    Sales                                              $937,914                                              $875,434                         $3,618,126  $3,472,891

    Cost of products sold                   759,770                                 707,049                               2,946,828             2,808,049
                                            -------                                 -------                               ---------             ---------

    Gross profit                            178,144                                 168,385                                 671,298               664,842

    Selling, administration &
     engineering expenses                    81,613                                  91,284                                 349,496               359,782

    Amortization of intangibles               3,493                                   3,592                                  14,056                13,566

    Impairment charges                       10,493                                   1,273                                  14,763                 1,273

    Restructuring charges                     6,917                                  12,563                                  35,137                46,031

    Other operating loss                          -                                      -                                      -                  155
                                                ---                                    ---                                    ---                  ---

    Operating profit                         75,628                                  59,673                                 257,846               244,035

    Interest expense, net of interest
     income                                (10,324)                               (11,528)                               (42,112)             (41,389)

    Equity in earnings of affiliates          1,784                                   2,054                                   5,519                 7,877

    Loss on refinancing and
     extinguishment of debt                       -                                (5,104)                                (1,020)              (5,104)

    Other expense, net                      (3,858)                                (2,070)                                (7,133)             (10,659)
                                             ------                                  ------                                  ------               -------

    Income before income taxes               63,230                                  43,025                                 213,100               194,760

    Income tax expense                       34,269                                  11,009                                  74,527                54,321
                                             ------                                  ------                                  ------                ------

    Net income                               28,961                                  32,016                                 138,573               140,439

    Net income attributable to
     noncontrolling interests                 (460)                                  (902)                                (3,270)              (1,451)
                                               ----                                    ----                                  ------                ------

    Net income attributable to Cooper-
     Standard Holdings Inc.                             $28,501                                               $31,114                           $135,303    $138,988
                                                        =======                                               =======                           ========    ========


    Weighted average shares outstanding

    Basic                                17,815,292                              17,671,669                              17,781,272            17,459,710

    Diluted                              18,591,378                              18,809,223                              18,776,653            18,730,378


    Earnings per share:

    Basic                                                 $1.60                                                 $1.76                              $7.61       $7.96
                                                          =====                                                 =====                              =====       =====

    Diluted                                               $1.53                                                 $1.65                              $7.21       $7.42
                                                          =====                                                 =====                              =====       =====


                           COOPER-STANDARD HOLDINGS INC.

                            CONSOLIDATED BALANCE SHEETS

                           (Dollar amounts in thousands)


                                               December 31,

                                    2017                        2016
                                    ----                        ----

    Assets                   (Unaudited)
    ------

    Current assets:

    Cash and cash
     equivalents                              $515,952                   $480,092

    Accounts
     receivable,
     net                         494,049                       460,503

    Tooling
     receivable                  112,561                        90,974

    Inventories                  170,196                       146,449

    Prepaid
     expenses                     33,205                        37,142

    Other current
     assets                      100,778                        81,021
                                 -------                        ------

    Total current
     assets                    1,426,741                     1,296,181

    Property,
     plant and
     equipment,
     net                         952,178                       832,269

    Goodwill                     171,852                       167,441

    Intangible
     assets, net                  69,091                        81,363

    Deferred tax
     assets                       33,834                        46,419

    Other assets                  71,952                        68,029
                                  ------                        ------

    Total assets                            $2,725,648                 $2,491,702
                                            ==========                 ==========

    Liabilities and Equity
    ----------------------

    Current liabilities:

    Debt payable
     within one
     year                                      $34,921                    $33,439

    Accounts
     payable                     523,296                       475,426

    Payroll
     liabilities                 123,090                       144,812

    Accrued
     liabilities                 145,650                       105,665
                                 -------                       -------

    Total current
     liabilities                 826,957                       759,342

    Long-term debt               723,325                       729,480

    Pension
     benefits                    180,173                       172,950

    Postretirement
     benefits other
     than pensions                61,921                        54,225

    Deferred tax
     liabilities                   9,511                         9,241

    Other
     liabilities                  68,672                        44,673
                                  ------                        ------

    Total
     liabilities               1,870,559                     1,769,911

    7% Cumulative
     participating
     convertible
     preferred
     stock                             -                            -

    Equity:

    Common stock                      18                            17

    Additional
     paid-in
     capital                     512,815                       513,934

    Retained
     earnings                    511,367                       425,972

    Accumulated
     other
     comprehensive
     loss                      (197,631)                    (242,563)
                                --------                      --------

    Total Cooper-
     Standard
     Holdings Inc.
     equity                      826,569                       697,360

    Noncontrolling
     interests                    28,520                        24,431
                                  ------                        ------

    Total equity                 855,089                       721,791
                                 -------                       -------

    Total
     liabilities
     and equity                             $2,725,648                 $2,491,702
                                            ==========                 ==========


                                                                    COOPER-STANDARD HOLDINGS INC.

                                                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                    (Dollar amounts in thousands)


                                                                           Year Ended December 31,

                                                           2017                     2016              2015
                                                           ----                     ----              ----

                                                    (Unaudited)

    Operating Activities:

    Net income                                                     $138,573                                $140,439            $111,770

    Adjustments to reconcile net income to net cash
     provided by operating activities:

    Depreciation                                        124,032                              109,094                   100,535

    Amortization of intangibles                          14,056                               13,566                    13,892

    Impairment charges                                   14,763                                1,273                    21,611

    Share-based compensation expense                     24,963                               24,032                    13,955

    Equity in earnings, net of
     dividends related to earnings                        (137)                             (4,855)                  (3,766)

    Loss on refinancing and
     extinguishment of debt                               1,020                                5,104                         -

    Gain on divestitures and sale of
     investment in affiliate                                  -                                   -                  (8,033)

    Gain on remeasurement of
     previously held equity interest                          -                                   -                 (14,199)

    Deferred income taxes                                11,076                                9,082                   (2,698)

    Other                                                 1,286                                1,591                       725

    Changes in operating assets and liabilities:

    Accounts and tooling receivable                    (26,428)                               (579)                 (72,546)

    Inventories                                        (13,929)                               6,651                    12,848

    Prepaid expenses                                      5,981                              (7,010)                    5,348

    Accounts payable                                     11,415                               70,066                    61,063

    Payroll and accrued liabilities                       8,879                                5,612                    75,424

    Other                                               (2,066)                            (10,369)                 (45,544)
                                                         ------                              -------                   -------

    Net cash provided by operating
     activities                                         313,484                              363,697                   270,385

    Investing activities:

    Capital expenditures                              (186,795)                           (164,368)                 (166,267)

    Proceeds from divestitures and
     sale of investment in affiliate                          -                                   -                   33,500

    Acquisition of businesses, net
     of cash acquired                                     (478)                            (37,478)                 (34,396)

    Investment in joint ventures                              -                                   -                  (4,300)

    Cash from consolidation of joint
     venture                                                  -                               3,395                         -

    Other                                              (13,349)                                 185                     5,069
                                                        -------                                  ---                     -----

    Net cash used in investing
     activities                                       (200,622)                           (198,266)                 (166,394)

    Financing activities:

    Proceeds from issuance of long-
     term debt, net of debt issuance
     costs                                                    -                             393,060                         -

    Repayment and refinancing of
     term loan facility                                       -                           (397,196)                         -

    Principal payments on long-term
     debt                                              (19,866)                            (10,747)                  (8,863)

    Purchase of noncontrolling
     interest                                                 -                                   -                  (1,262)

    Repurchase of common stock                         (55,123)                            (23,800)                        -

    Proceeds from exercise of
     warrants                                             2,373                                2,810                     9,277

    Increase (decrease) in short
     term debt, net                                      10,683                             (12,223)                  (9,008)

    Borrowings on long-term debt                              -                                   -                      151

    Taxes withheld and paid on
     employees' share-based payment
     awards                                            (13,297)                            (12,624)                  (2,028)

    Other                                                 (297)                             (2,196)                      143
                                                           ----                               ------                       ---

         Net cash used in financing
          activities                                   (75,527)                            (62,916)                 (11,590)

    Effects of exchange rate changes
     on cash and cash equivalents                       (1,475)                               (666)                   18,572
                                                         ------                                 ----                    ------

    Changes in cash and cash
     equivalents                                         35,860                              101,849                   110,973

    Cash and cash equivalents at
     beginning of period                                480,092                              378,243                   267,270
                                                        -------                              -------                   -------

    Cash and cash equivalents at end
     of period                                                     $515,952                                $480,092            $378,243
                                                                   ========                                ========            ========

Non-GAAP Measures

EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings per share and free cash flow 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 EBITDA margin, adjusted net income, adjusted earnings per share and free cash flow 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, 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 EBITDA margin is adjusted EBITDA presented as percentage of sales. 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. Free cash flow is defined as net cash provided by operating activities minus capital expenditures and is useful to both management and investors in evaluating the Company's ability to service and repay its debt.

When analyzing the Company's operating performance, investors should use EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings per share and free cash flow 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 EBITDA margin, adjusted net income, adjusted earnings per share and free cash flow 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 EBITDA margin, adjusted net income, adjusted earnings per share and free cash flow 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, adjusted EBITDA margin, adjusted net income and free cash flow follow.

Reconciliation of Non-GAAP Measures

EBITDA and Adjusted EBITDA

The following table provides reconciliation of EBITDA and adjusted EBITDA from net income (unaudited):


                                                                   Quarter Ended December 31,                               Year Ended December 31,

                                                               2017                      2016                           2017                        2016
                                                               ----                      ----                           ----                        ----

                                                                                       (dollar amounts in thousands)

    Net income attributable to Cooper-Standard Holdings Inc.            $28,501                                       $31,114                              $135,303    $138,988

    Income tax expense                                       34,269                              11,009                              74,527                   54,321

    Interest expense, net of interest income                 10,324                              11,528                              42,112                   41,389

    Depreciation and amortization                            38,675                              30,961                             138,088                  122,660
                                                             ------                              ------                             -------                  -------

    EBITDA                                                             $111,769                                       $84,612                              $390,030    $357,358

    Restructuring charges                                     6,917                              12,563                              35,137                   46,031

    Impairment charges (1)                                   10,493                               1,273                              14,763                    1,273

    Settlement charges (2)                                      525                                 281                               6,427                      281

    Foreign tax amnesty program (3)                           1,502                                   -                              4,623                        -

    Loss on refinancing and extinguishment of debt (4)            -                              5,104                               1,020                    5,104

    Secondary offering underwriting fees and other expenses
     (5)                                                         -                                  -                                  -                   6,500

    Other                                                         -                                  -                                  -                     155

    Adjusted EBITDA                                                    $131,206                                      $103,833                              $452,000    $416,702
                                                                       ========                                      ========                              ========    ========


    Sales                                                              $937,914                                      $875,434                            $3,618,126  $3,472,891

    Adjusted EBITDA Margin                                    14.0%                              11.9%                              12.5%                   12.0%


             (1)    Impairment charges related to fixed
                     assets.

             (2)    Non-cash settlement charges incurred
                     related to certain of our non-U.S.
                     pension plans.

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

             (4)    Loss on refinancing and
                     extinguishment of debt relating to
                     the May 2017 amendment of the Term
                     Loan Facility and the refinancing of
                     our Term Loan Facility in 2016.

             (5)    Fees and other expenses associated
                     with the March 2016 secondary
                     offering.

Adjusted Net Income and Adjusted Earnings Per Share

The following table provides reconciliation of net income to adjusted net income and the respective earnings per share amounts:

(Unaudited; Dollar amounts in thousands, except per share amounts)


                                             Quarter Ended December 31,                   Year Ended December 31,

                                               2017                    2016            2017                     2016
                                               ----                    ----            ----                     ----

    Net income attributable to Cooper-
     Standard Holdings Inc.                            $28,501                                $31,114                 $135,303  $138,988

    Restructuring charges                     6,917                             12,563                       35,137      46,031

    Impairment charges (1)                   10,493                              1,273                       14,763       1,273

    Settlement charges (2)                      525                                281                        6,427         281

    Foreign tax amnesty program (3)           1,502                                  -                       4,623           -

    Loss on refinancing and
     extinguishment of debt (4)                   -                             5,104                        1,020       5,104

    Secondary offering underwriting fees
     and other expenses (5)                       -                                 -                           -      6,500

    Other                                         -                                 -                           -        155

    Tax impact of adjusting items (6)       (3,912)                           (2,253)                     (8,855)    (3,385)

    Impact of U.S. tax reform (7)            33,484                                  -                      33,484           -

    Worthless security tax deduction (8)   (13,947)                                 -                    (13,947)          -

    Adjusted net income                                $63,563                                $48,082                 $207,955  $194,947
                                                       =======                                =======                 ========  ========


    Weighted average shares outstanding

    Basic                                17,815,292                         17,671,669                   17,781,272  17,459,710

    Diluted                              18,591,378                         18,809,223                   18,776,653  18,730,378


    Earnings per share:

    Basic                                                $1.60                                  $1.76                    $7.61     $7.96
                                                         =====                                  =====                    =====     =====

    Diluted                                              $1.53                                  $1.65                    $7.21     $7.42
                                                         =====                                  =====                    =====     =====


    Adjusted earnings per share:

    Basic                                                $3.57                                  $2.72                   $11.70    $11.17
                                                         =====                                  =====                   ======    ======

    Diluted                                              $3.42                                  $2.56                   $11.08    $10.41
                                                         =====                                  =====                   ======    ======


             (1)    Impairment charges related to fixed
                     assets.

             (2)    Non-cash settlement charges incurred
                     related to certain of our non-U.S.
                     pension plans.

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

             (4)    Loss on refinancing and
                     extinguishment of debt relating to
                     the May 2017 amendment of the Term
                     Loan Facility and the refinancing of
                     our Term Loan Facility in 2016.

             (5)    Fees and other expenses associated
                     with the March 2016 secondary
                     offering.

             (6)    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.

             (7)    Tax impact of the transition tax on
                     undistributed foreign earnings and
                     the tax effect of adjusting deferred
                     taxes for the Tax Cuts and Jobs Act
                     enacted into law on December 22,
                     2017.

             (8)    Discrete tax benefit recorded in Q4
                     2017.

Free Cash Flow

The following table defines free cash flow:
(Unaudited; Dollar amounts in thousands)


                                                      Quarter Ended December 31,                        Year Ended December 31,

                                                  2017                     2016            2017                   2016
                                                  ----                     ----            ----                   ----

    Net cash provided by operating activities             $208,934                              $181,652                          $313,484  $363,697

    Capital expenditures                      (49,349)                           (47,580)                 (186,795)             (164,368)
                                               -------                             -------                   --------              --------

    Free cash flow                                        $159,585                              $134,072                          $126,689  $199,329
                                                          ========                              ========                          ========  ========

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SOURCE Cooper-Standard Holdings Inc.