Cooper Standard Reports Fourth Quarter and Full Year 2018 Results

NOVI, Mich., Feb. 14, 2019 /PRNewswire/ -- Cooper-Standard Holdings Inc. (NYSE: CPS) today reported preliminary results for the fourth quarter and full year 2018.

Highlights

    --  Full year net income totaled $107.8 million or $5.89 per fully diluted
        share
    --  Full year adjusted net income totaled $160.7 million or $8.79 per fully
        diluted share
    --  Full year adjusted EBITDA totaled $376.5 million, or 10.4 percent of
        sales
    --  Net new business awards totaled $64 million in the quarter and $441
        million for the full year
    --  Sales awards for innovation products totaled $70 million in the quarter
        and $287 million for the full year

"Market conditions in Asia and Europe remained challenging during the fourth quarter and commodity costs continued to increase globally," stated Jeffrey Edwards, chairman and CEO, Cooper Standard. "While we anticipate similar headwinds in 2019, we are focused on executing our strategy to create value through innovation, improving operating efficiency and increasing returns on invested capital. Strong net new business awards in 2018 and a record number of new program launches planned for 2019, both in our automotive and non-automotive businesses, support our positive long-term outlook for profitable growth."

Consolidated Results*


                                                    Quarter Ended December 31,                                    Year Ended December 31,


                                          2018                        2017                      2018                          2017



                                                  
          (dollar amounts in millions except per share amounts)



     Sales                                     $
          872.0                                         $
           937.9                      $
        3,629.3 $
       3,618.1



     Net income (loss)                        $
          (23.1)                                         $
           28.5                        $
        107.8   $
       135.3



     Adjusted net income                        $
          27.5                                          $
           63.6                        $
        160.7   $
       208.0



     Earnings per diluted share               $
          (1.30)                                         $
           1.53                         $
        5.89    $
       7.21



     Adjusted earnings per diluted share        $
          1.53                                          $
           3.42                         $
        8.79   $
       11.08



     Adjusted EBITDA                            $
          76.4                                         $
           131.2                        $
        376.5   $
       452.0

The year-over-year change in fourth quarter sales was primarily attributable to unfavorable volume and mix, foreign exchange and customer price adjustments, partially offset by the net positive impact of acquisitions and divestitures. For the full year, favorable foreign exchange and the net positive impact of acquisitions and divestitures more than offset customer price adjustments and unfavorable volume and mix.

Net income for the fourth quarter and full year 2018 included the impact of non-cash impairment charges related to goodwill and other assets in the Company's Asia Pacific and Europe reporting units. It also included the tax benefit related to the reversal of the Company's valuation allowance on net deferred tax assets in France and on capital losses in the U.S. Adjusted net income, which excludes these and other special or non-operating items, was down in the fourth quarter and full year 2018 due largely to unfavorable volume and mix, customer price adjustments, higher material costs and general inflation, partially offset by operating efficiencies, lower sales, general, administrative and engineering (SGA&E) expense, and the lower statutory tax rate in the U.S.

The year-over-year change in fourth quarter and full year adjusted EBITDA is largely attributable to unfavorable volume and mix, customer price adjustments, higher raw material costs and general inflation, partially offset by operating efficiencies and lower SGA&E expense.

Adjusted net income, adjusted EBITDA and adjusted earnings per diluted share 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 56 new customer programs and was awarded $64 million in annual net new business. For the full year 2018, the Company's annual net new business awards totaled $441 million. New contract awards related to the Company's recent product innovations, including both new and replacement business, totaled $70 million for the quarter. Cooper Standard's expanding portfolio of commercialized innovation products includes: MagAlloy(TM); ArmorHose(TM); ArmorHose(TM) TPV; Gen III Posi-Lock(TM); TP Microdense; and Fortrex(TM).

During the fourth quarter, the Company announced an agreement to sell its anti-vibration systems business and the divestiture is expected to close early in the second quarter of 2019, subject to customary closing conditions.

Quarterly Segment Results

North America

Cooper Standard's North America segment reported sales of $476.4 million in the fourth quarter of 2018 compared to $479.4 million in the fourth quarter of 2017. The change was primarily attributable to unfavorable volume and mix and customer price adjustments, offset by incremental sales related to acquisitions.

North America segment profit was $51.3 million in the fourth quarter of 2018 compared to $65.2 million in the fourth quarter of 2017. The year-over-year change was primarily attributable to unfavorable volume and mix, higher material costs, customer price adjustments and inflation, partially offset by improvements in operating efficiency, lower compensation-related expense and other cost reduction initiatives.

Europe

Cooper Standard's Europe segment reported sales of $230.2 million in the fourth quarter of 2018 compared to $267.4 million in the fourth quarter of 2017. The change was attributable to unfavorable volume and mix, customer price adjustments and foreign exchange.

The Europe segment reported a segment loss of $57.2 million in the fourth quarter of 2018, compared to a segment profit of $1.8 million in the fourth quarter of 2017. The year-over-year change was largely attributable to $41.5 million of non-cash impairment charges related to goodwill, fixed assets and other intangible assets, unfavorable volume and mix, customer price adjustments, higher material costs and general inflation, partially offset by savings related to restructuring and other cost reduction initiatives.

Asia Pacific

Cooper Standard's Asia Pacific segment reported sales of $143.1 million in the fourth quarter of 2018 compared to $163.2 million in the fourth quarter of 2017. The change was largely attributable to unfavorable volume and mix, customer price adjustments and foreign exchange, partially offset by incremental sales related to acquisitions.

The Asia Pacific segment reported a segment loss of $68.6 million in the fourth quarter of 2018, compared to a segment loss of $1.1 million in the fourth quarter 2017. The year-over-year change was primarily attributable to $38.9 million of non-cash impairment charges related to goodwill and fixed assets in India and Korea, unfavorable volume and mix, customer price adjustments and inflation, partially offset by improvements in operating efficiency, savings related to restructuring and lower compensation-related expense.

South America

Cooper Standard's South America segment reported sales of $22.3 million in the fourth quarter of 2018 compared to $27.9 million in the fourth quarter of 2017. The change was primarily attributable to foreign exchange and unfavorable volume and mix.

The South America segment reported a segment loss of $3.7 million in the fourth quarter of 2018 compared to a loss of $2.6 million in the fourth quarter of 2017. The year-over-year change was primarily attributable to higher material costs.

Liquidity and Cash Flow

At December 31, 2018, Cooper Standard had cash and cash equivalents totaling $265.0 million. Net cash provided by operating activities in the fourth quarter 2018 was $71.4 million compared to $208.0 million in the fourth quarter of 2017. Free cash flow (defined as net cash provided by operating activities minus capital expenditures) was $13.4 million in the fourth quarter of 2018 compared to $158.7 million in the fourth quarter of 2017. For the full year 2018, net cash provided by operating activities was $149.4 million compared to $313.1 million in 2017. Free cash flow for the full year 2018 was $(68.7) million compared to $126.3 million in 2017.

In addition to cash and cash equivalents, the Company had $144.3 million available under its senior amended asset-based revolving credit facility ("ABL facility") for total liquidity of $409.3 million at December 31, 2018.

Total debt at December 31, 2018 was $831.1 million compared to $758.2 million at December 31, 2017. Net debt (defined as total debt minus cash and cash equivalents) at December 31, 2018 was $566.1 million compared to $242.3 million at December 31, 2017. Cooper Standard's net leverage ratio (defined as net debt divided by adjusted EBITDA) at December 31, 2018 was 1.5 times trailing 12 months adjusted EBITDA.

Outlook

The Company has issued 2019 full year guidance as follows:


                                                
              Current Guidance




              Sales                         
              $3.40 - $3.60 billion

    ---


              Adjusted EBITDA(1)              
              $300 - $340 million

    ---


              Capital Expenditures            
              $180 - $190 million

    ---


              Cash Restructuring                
              $15 - $25 million

    ---


              Effective Tax Rate                                   16% - 18%

    ---


                            (1) Adjusted EBITDA is a non-GAAP
                             financial measure. We have not
                             provided a reconciliation of
                             projected adjusted EBITDA to
                             projected net income because
                             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.  Due to this
                             uncertainty, we cannot reconcile
                             projected adjusted EBITDA to U.S.
                             GAAP net income without
                             unreasonable effort.

Conference Call Details

Cooper Standard management will host a conference call and webcast on February 15 at 9 a.m. ET to discuss its fourth quarter and full year 2018 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 877-374-4041 (international callers dial 253-237-1156) and provide the conference ID 9692137 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 21 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," "outlook," "guidance," "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 as a result of IRS issuing guidance on the Tax Cuts and Jobs Act; the possibility of future impairment charges to our goodwill and long-lived assets; our dependence on our subsidiaries for cash to satisfy our obligations; and other risks and uncertainties, including those detailed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission.

You should not place undue reliance on these forward-looking statements. Our forward-looking statements speak only as of the date of this press release and 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

    ---

*The financial results discussed throughout this release are presented on a preliminary basis. The Company's annual report on Form 10-K for the year ended Dec. 31, 2018 will include audited financial results.

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,


                                                                             2018                                            2017                           2018                                  2017

                                                                                                                                                                                                ---

                                                                      (Unaudited)                                    (Unaudited)                   (Unaudited)



        Sales                                                                      $
              871,987                                                          $
       937,914                          $
          3,629,293  $
         3,618,126



        Cost of products sold                                            760,331                                                      759,474                                    3,075,737                     2,946,687




        Gross profit                                                     111,656                                                      178,440                                      553,556                       671,439



        Selling, administration & engineering expenses                    75,892                                                       80,603                                      314,805                       340,963



        Amortization of intangibles                                        4,248                                                        3,493                                       14,844                        14,056



        Gain on sale of land                                                 337                                                                                                 (10,377)



        Goodwill impairment charges                                       45,281                                                                                                   45,281



        Other impairment charges                                          43,706                                                       10,493                                       43,706                        14,763



        Restructuring charges                                              9,881                                                        6,917                                       29,722                        35,137



        Operating profit (loss)                                         (67,689)                                                      76,934                                      115,575                       266,520



        Interest expense, net of interest income                        (11,248)                                                    (10,324)                                    (41,004)                     (42,112)



        Equity in earnings of affiliates                                   2,370                                                        1,784                                        6,718                         5,519



        Loss on refinancing and extinguishment of debt                         -                                                                                                   (770)                      (1,020)



        Other expense, net                                               (1,640)                                                     (5,164)                                     (5,613)                     (15,807)




        Income (loss) before income taxes                               (78,207)                                                      63,230                                       74,906                       213,100



        Income tax expense (benefit)                                    (49,514)                                                      34,269                                     (29,683)                       74,527




        Net income (loss)                                               (28,693)                                                      28,961                                      104,589                       138,573



        Net (income) loss attributable to noncontrolling interests         5,634                                                        (460)                                       3,177                       (3,270)




        Net income (loss) attributable to Cooper-Standard Holdings                $
              (23,059)                                                          $
       28,501                            $
          107,766    $
         135,303
    Inc.






        Weighted average shares outstanding



        Basic                                                         17,761,701                                                   17,815,292                                   17,894,718                    17,781,272



        Diluted                                                       17,761,701                                                   18,591,378                                   18,290,202                    18,776,653





        Earnings per share:



        Basic                                                                       $
              (1.30)                                                            $
       1.60                               $
          6.02       $
         7.61




        Diluted                                                                     $
              (1.30)                                                            $
       1.53                               $
          5.89       $
         7.21


                                           
              
                COOPER-STANDARD HOLDINGS INC.


                                            
              
                CONSOLIDATED BALANCE SHEETS


                                                 
              (Dollar amounts in thousands)




                                                             
              
                December 31,


                                                                2018                                  2017

                                                                                                      ---

                                    Assets               (Unaudited)

    ---


       Current assets:


        Cash and cash equivalents                                        $
              264,980                   $
        515,952


        Accounts receivable, net                             418,607                                 494,049


        Tooling receivable                                   141,106                                 112,561



       Inventories                                          175,572                                 170,196



       Prepaid expenses                                      36,878                                  33,205


        Other current assets                                 108,683                                 100,778


        Assets held for sale                                 103,898



        Total current assets                               1,249,724                               1,426,741


        Property, plant and
         equipment, net                                      984,241                                 952,178



       Goodwill                                             143,681                                 171,852


        Intangible assets, net                                99,602                                  69,091


        Deferred tax assets                                   70,007                                  33,834



       Other assets                                          75,848                                  71,952




       Total assets                                                   $
              2,623,103                 $
        2,725,648



                                    Liabilities and Equity

    ---


       Current liabilities:


        Debt payable within one
         year                                                            $
              101,323                    $
        34,921



       Accounts payable                                     452,320                                 523,296


        Payroll liabilities                                   92,604                                 123,090


        Accrued liabilities                                   98,907                                 145,650


        Liabilities held for sale                             71,195



        Total current liabilities                            816,349                                 826,957



       Long-term debt                                       729,805                                 723,325



       Pension benefits                                     138,771                                 180,173


        Postretirement benefits
         other than pensions                                  40,901                                  61,921


        Deferred tax liabilities                               8,233                                   9,511


        Other liabilities                                     29,542                                  68,672



        Total liabilities                                  1,763,601                               1,870,559


        7% Cumulative participating
         convertible preferred
         stock                                                     -



       Equity:



       Common stock                                              17                                      18


        Additional paid-in capital                           501,511                                 512,815


        Retained earnings                                    576,025                                 511,367


        Accumulated other
         comprehensive loss                                (246,088)                              (197,631)



        Total Cooper-Standard
         Holdings Inc. equity                                831,465                                 826,569


        Noncontrolling interests                              28,037                                  28,520




       Total equity                                         859,502                                 855,089



        Total liabilities and
         equity                                                        $
              2,623,103                 $
        2,725,648


                                                                                                        
       
           COOPER-STANDARD HOLDINGS INC.


                                                                                                      
       
         CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                          
       (Dollar amounts in thousands)




                                                                                                                                                                  
       
             Year Ended December 31,


                                                                                                                                                             2018                    2017                2016

                                                                                                                                                                                                        ---

                                                                                                                                                      (Unaudited)



     Operating Activities:



     Net income                                                                                                                                                   $
       104,589                               $
     138,573             $
     140,439



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



     Depreciation                                                                                                                                        131,854                             124,032                        109,094



     Amortization of intangibles                                                                                                                          14,844                              14,056                         13,566



     Gain on sale of land                                                                                                                               (10,377)



     Impairment charges                                                                                                                                   88,987                              14,763                          1,273



     Share-based compensation expense                                                                                                                      8,520                              24,963                         24,032



     Equity in earnings, net of dividends related to earnings                                                                                            (1,856)                              (137)                       (4,855)



     Loss on refinancing and extinguishment of debt                                                                                                          770                               1,020                          5,104



     Deferred income taxes                                                                                                                              (40,721)                             11,076                          9,082



     Other                                                                                                                                                 2,652                               1,286                          1,591



     Changes in operating assets and liabilities:



     Accounts and tooling receivable                                                                                                                      17,916                            (26,428)                         (579)



     Inventories                                                                                                                                           1,410                            (13,929)                         6,651



     Prepaid expenses                                                                                                                                    (4,647)                              5,981                        (7,010)



     Accounts payable                                                                                                                                   (32,502)                             11,415                         70,066



     Payroll and accrued liabilities                                                                                                                    (65,646)                              8,879                          5,612



     Other                                                                                                                                              (66,405)                            (2,444)                       (8,595)




     Net cash provided by operating activities                                                                                                           149,388                             313,106                        365,471



     Investing activities:



     Capital expenditures                                                                                                                              (218,071)                          (186,795)                      (164,368)



     Acquisition of businesses, net of cash acquired                                                                                                   (171,653)                              (478)                      (37,478)



     Cash from consolidation of joint venture                                                                                                                  -                                                            3,395



     Other                                                                                                                                                 6,733                            (13,349)                           185




     Net cash used for investing activities                                                                                                            (382,991)                          (200,622)                      (198,266)



     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                                                                                                                (3,437)                           (19,866)                      (10,747)



     Purchase of noncontrolling interest                                                                                                                 (2,450)



     Repurchase of common stock                                                                                                                         (59,955)                           (55,123)                      (23,800)



     Proceeds from exercise of warrants                                                                                                                        -                              2,373                          2,810



     Increase (decrease) in short term debt, net                                                                                                          65,198                              10,683                       (12,223)



     Taxes withheld and paid on employees' share-based payment awards                                                                                   (11,618)                           (13,297)                      (12,624)



     Other                                                                                                                                               (2,178)                              (297)                       (2,196)




     Net cash used for financing activities                                                                                                             (14,440)                           (75,527)                      (62,916)



     Effects of exchange rate changes on cash, cash equivalents and restricted cash                                                                      (3,019)                            (1,475)                         (666)




     Changes in cash, cash equivalents and restricted cash                                                                                             (251,062)                             35,482                        103,623



     Cash, cash equivalents and restricted cash at beginning of period                                                                                   518,461                             482,979                        379,356




     Cash, cash equivalents and restricted cash at end of period                                                                                                  $
       267,399                               $
     518,461             $
     482,979






     Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet:





     Cash and cash equivalents                                                                                                                                    $
       264,980                               $
     515,952             $
     480,092



     Restricted cash included in other current assets                                                                                                         18                                  88



     Restricted cash included in other assets                                                                                                              2,401                               2,421                          2,887




     Total cash, cash equivalents and restricted cash shown in the statement of cash flows                                                                        $
       267,399                               $
     518,461             $
     482,979

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,


                                                                                                                      2018                        2017                           2018                           2017

                                                                                                                                                                                                              ---

                                                                                                                                          
              (dollar amounts in thousands)



     Net income attributable to Cooper-Standard Holdings Inc.                                                             $
       (23,059)                                               $
      28,501                           $
             107,766    $
       135,303



     Income tax expense                                                                                          (49,514)                                      34,269                                    (29,683)                      74,527



     Interest expense, net of interest income                                                                      11,248                                       10,324                                      41,004                       42,112



     Depreciation and amortization                                                                                 37,427                                       38,675                                     146,698                      138,088




     EBITDA                                                                                                               $
       (23,898)                                              $
      111,769                           $
             265,785    $
       390,030



     Other impairment charges (1)                                                                                  43,706                                       10,493                                      43,706                       14,763



     Goodwill impairment charges (2)                                                                               39,818                                                                                  39,818



     Restructuring charges (3)                                                                                      9,881                                        6,917                                      29,722                       35,137



     Gain on sale of land (4)                                                                                         337                                                                                (10,377)



     Project costs (5)                                                                                              4,881                                                                                   4,881



     Amortization of inventory write-up (6)                                                                           925                                                                                   1,460



     Loss on refinancing and extinguishment of debt (7)                                                                 -                                                                                    770                        1,020



     Settlement charges (8)                                                                                           775                                          525                                         775                        6,427



     Foreign tax amnesty program (9)                                                                                    -                                       1,502                                                                   4,623



     Adjusted EBITDA                                                                                                        $
       76,425                                               $
      131,206                           $
             376,540    $
       452,000






     Sales                                                                                                                 $
       871,987                                               $
      937,914                         $
             3,629,293  $
       3,618,126



     Net income margin                                                                                              (2.6)
                                                                                                                         %                               3.0
            %                              3.0
            %                3.7
           %



     Adjusted EBITDA margin                                                                                 8.8
            %                              14.0
            %                             10.4
            %               12.5
           %



              (1)              Other non-cash impairment charges in
                                  2018 related to intangible assets of
                                  $791 and fixed assets of $42,915.
                                  Impairment charges in 2017 related
                                  to fixed assets of $14,763.



              (2)              Non-cash goodwill impairment charges
                                  in 2018 related to impairments at
                                  our Europe and Asia Pacific
                                  reporting units, net of
                                  approximately $5,463 attributable to
                                  our noncontrolling interests.



              (3)              Includes non-cash impairment charges
                                  related to restructuring.



              (4)              Gain on sale of land in Europe that
                                  was contemplated in conjunction with
                                  our restructuring plan.



              (5)              Project costs related to acquisitions
                                  and planned divestiture.



              (6)              Amortization of write-up of
                                  inventory to fair value for the 2018
                                  acquisitions.



              (7)              Loss on refinancing and
                                  extinguishment of debt relating to
                                  the March 2018 amendment and May
                                  2017 amendment of the Term Loan
                                  Facility.



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



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



     
                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):




                                                                                                                                                  Quarter Ended December 31,                                          Year Ended December 31,


                                                                                                                                2018                                2017                       2018                               2017

                                                                                                                                                                                                                                ---

                                                                                                                                             
              (dollar amounts in thousands, except per share amounts)



     Net income attributable to Cooper-Standard Holdings Inc.                                                                         $
              (23,059)                                         $
              28,501                        $
           107,766   $
        135,303



     Other impairment charges(1)                                                                                             43,706                                           10,493                                          43,706                     14,763



     Goodwill impairment charges(2)                                                                                          39,818                                                                                          39,818



     Restructuring charges(3)                                                                                                 9,881                                            6,917                                          29,722                     35,137



     Gain on sale of land(4)                                                                                                    337                                                                                        (10,377)



     Project Costs(5)                                                                                                         4,881                                                                                           4,881



     Amortization of inventory write-up(6)                                                                                      925                                                                                           1,460



     Loss on refinancing and extinguishment of debt(7)                                                                            -                                                                                            770                      1,020



     Settlement charges(8)                                                                                                      775                                              525                                             775                      6,427



     Foreign tax amnesty program(9)                                                                                               -                                           1,502                                                                     4,623



     Tax impact of adjusting items(10)                                                                                      (6,879)                                         (3,912)                                        (7,889)                   (8,855)



     Reversal of deferred tax valuation allowance (11)                                                                     (43,606)                                                                                       (43,606)



     Impact of U.S. tax reform(12)                                                                                              748                                           33,484                                         (6,322)                    33,484



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



     Adjusted net income                                                                                                                $
              27,527                                          $
              63,563                        $
           160,704   $
        207,955






     Weighted average shares outstanding



     Basic                                                                                                               17,761,701                                       17,815,292                                      17,894,718                 17,781,272



     Diluted (14)                                                                                                        17,761,701                                       18,591,378                                      18,290,202                 18,776,653





     Earnings per share:



     Basic                                                                                                                              $
              (1.30)                                           $
              1.60                           $
           6.02      $
        7.61




     Diluted                                                                                                                            $
              (1.30)                                           $
              1.53                           $
           5.89      $
        7.21






     Adjusted earnings per share:



     Basic                                                                                                                                $
              1.55                                            $
              3.57                           $
           8.98     $
        11.70




     Diluted                                                                                                                              $
              1.53                                            $
              3.42                           $
           8.79     $
        11.08


     
              (1)              Other non-cash impairment charges in
                                   2018 related to intangible assets of
                                   $791 and fixed assets of $42,915.
                                   Impairment charges in 2017 related
                                   to fixed assets of $14,763.


     
              (2)              Non-cash goodwill impairment charges
                                   in 2018 related to impairments at
                                   our Europe and Asia Pacific
                                   reporting units, net of
                                   approximately $5,463 attributable to
                                   our noncontrolling interests.


     
              (3)              Includes non-cash impairment charges
                                   related to restructuring.


     
              (4)              Gain on sale of land in Europe that
                                   was contemplated in conjunction with
                                   our restructuring plan.


     
              (5)              Project costs related to acquisitions
                                   and planned divestiture.


     
              (6)              Amortization of write-up of
                                   inventory to fair value for the 2018
                                   acquisitions.


     
              (7)              Loss on refinancing and
                                   extinguishment of debt relating to
                                   the March 2018 amendment and May
                                   2017 amendment of the Term Loan
                                   Facility.


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


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



              (10)              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.



              (11)              Relates to the reversal of the
                                   Company's valuation allowance on net
                                   deferred tax assets in France and on
                                   capital losses in the U.S.



              (12)              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.



              (13)              Discrete tax benefit recorded in Q4
                                   2017.



              (14)              For the purpose of calculating Q4
                                   2018 adjusted diluted earnings per
                                   share, the weighted average shares
                                   outstanding were 18,003,882.



     
                Free Cash Flow





     The following table defines free cash flow (unaudited):




                                                                          Quarter Ended December 31,                                 Year Ended December 31,


                                                                  2018                    2017                      2018                      2017

                                                                                                                                            ---

                                                                                 
              (dollar amounts in thousands)



     Net cash provided by operating activities                        $
      71,384                                         $
     208,016                          $
        149,388  $
      313,106



     Capital expenditures                                    (57,983)                           (49,349)                             (218,071)                  (186,795)




     Free cash flow                                                   $
      13,401                                         $
     158,667                         $
        (68,683) $
      126,311

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SOURCE Cooper-Standard Holdings Inc.