Cooper Standard Reports First Quarter Results, Reaffirms Adjusted EBITDA Guidance and Announces Two Significant New Fortrex(TM) Technology Agreements

NOVI, Mich., May 1, 2019 /PRNewswire/ -- Cooper-Standard Holdings Inc. (NYSE: CPS) today reported results for the first quarter 2019.

Summary

    --  Sales totaled $880.0 million
    --  Net loss of $3.5 million or $(0.20) per diluted share
    --  Adjusted EBITDA of $66.4 million or 7.5 percent of sales
    --  Adjusted net income of $11.8 million or $0.67 per diluted share
    --  Two significant new Fortrex(TM) technology agreements signed subsequent
        to quarter end
    --  Full year 2019 adjusted EBITDA guidance reaffirmed

"Our results were in line with our expectations for the quarter despite continuing global economic headwinds," said Jeffrey Edwards, chairman and CEO, Cooper Standard. "As market conditions remain challenging, we are aggressively implementing and accelerating additional cost improvement initiatives that will drive improved margins and cash flow going forward. Combined with the expected positive impact from a record number of planned new launches, we anticipate full year adjusted EBITDA results in line with our original guidance."

Consolidated Results


                                   Three Months Ended March 31,


                     2019                            2018



                        (dollar amounts in millions except
                         per share amounts)



     Sales                  $
            880.0                    $
      967.4


      Net (loss)
       income                $
            (3.5)                    $
      56.8


      Adjusted net
       income                 $
            11.8                     $
      63.8


      (Loss)
       earnings per
       diluted share        $
            (0.20)                    $
      3.07


      Adjusted
       earnings per
       diluted share          $
            0.67                     $
      3.45


      Adjusted
       EBITDA                 $
            66.4                    $
      122.6

The year-over-year change in first 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.

Net loss for the first quarter 2019 included the impact of restructuring charges related to headcount reduction actions, as well as project costs related to the recent sale of the Company's AVS business. Adjusted net income, which excludes these items, was down in the first quarter 2019 due largely to unfavorable volume and mix, customer price adjustments, higher material costs and general inflation, partially offset by operating efficiencies and other cost saving initiatives.

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 first quarter, Cooper Standard launched 43 new customer programs and was awarded $76 million in annual net new business. New contract awards related to the Company's recent product innovations, including both new and replacement business, totaled $81 million in the quarter. Cooper Standard's expanding portfolio of commercialized innovation products includes: MagAlloy(TM); ArmorHose(TM); ArmorHose(TM) TPV; Gen III Posi-Lock; TP Microdense; Microdense EPDM; flush mount glass sealing technology; and Fortrex(TM).

Subsequent to the end of the first quarter, Cooper Standard reached two new agreements to license Fortrex(TM) technology to develop and commercialize custom blended materials for applications outside of the automotive industry. The agreements are with a leading Chinese sportswear OEM with internationally recognized brands and a major North American producer of materials for the building and construction industry. Cooper Standard will also supply Fortrex(TM) materials to these companies for any next generation products arising under these agreements. The license agreements are further demonstration of the versatility of Fortrex(TM) chemistry and the diverse market applications that it can address.

Segment Results of Operations

Sales


                                             
           
          Three Months Ended March 31,                                                              
       
                Variance Due To:



                                     2019              2018                              Change                                              Volume /       Foreign Exchange             Other
                                                                                                                                        Mix*



                                                                                                   
             (dollar amounts in thousands)



     Sales to external customers



     North America                       $
     474,707                                            $
       499,178                                            $
              (24,471)                              $
      (56,899)         $
      (3,440) $
     35,868



     Europe                      254,599                    292,401                                            (37,802)                                                        (17,456)       (21,169)                   823



     Asia Pacific                127,495                    149,175                                            (21,680)                                                        (31,965)        (8,101)                18,386



     South America                23,237                     26,637                                             (3,400)                                                             430         (3,830)



     Consolidated                        $
     880,038                                            $
       967,391                                            $
              (87,353)                             $
      (105,890)        $
      (36,540) $
     55,077

*Net of customer price reductions

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

Adjusted EBITDA


                                   
             
        Three Months Ended March 31,                                        
      
           Variance Due To:


                                        2019                      2018                                       Change                               Volume /                         Foreign                            Cost                Other
                                                                                                                                   Mix*                       Exchange                        (Increases)
                                                                                                                                                                                              / Decreases



                                                                               
     (dollar amounts in thousands)



     Segment adjusted EBITDA



     North America                            $
      57,564                            $
              86,776             $
      (29,212)                           $
         (29,496)                 $
             (2,631)              $
         (1,768)       $
     4,683



     Europe                           9,441                    22,968                                     (13,527)                      (10,299)                          (1,930)                              (964)           (334)



     Asia Pacific                       767                    13,490                                     (12,723)                      (17,908)                           1,255                              2,878            1,052



     South America                  (1,386)                    (597)                                       (789)                          532                             (324)                              (997)




     Consolidated adjusted EBITDA             $
      66,386                           $
              122,637             $
      (56,251)                           $
         (57,171)                 $
             (3,630)                $
         (851)       $
     5,401

(* )Net of customer price reductions

    --  The impact of foreign currency exchange is primarily driven by the
        Canadian Dollar, Mexican Peso, Chinese Renminbi and Euro.
    --  The Cost (Increases) / Decreases category above includes:
        --  The increase in material cost pressure and general inflation;
        --  Launch related activity for engineering, prototypes and tooling;
        --  Net operational efficiencies of $25.0 million primarily driven by
            our North America and Europe segments;
    --  Other includes the net impact of acquisitions.

Liquidity and Cash Flow

At March 31, 2019, Cooper Standard had cash and cash equivalents totaling $262.2 million. Net cash used in operating activities in the first quarter 2019 was $1.8 million and free cash flow for the quarter (defined as net cash used in/provided by operating activities minus capital expenditures) was an outflow of $61.5 million. This compares favorably to the free cash outflow of $78.4 million in the first quarter of 2018.

In addition to cash and cash equivalents, the Company had $109.3 million available under its amended senior asset-based revolving credit facility ("ABL"), inclusive of outstanding letters of credit, for total liquidity of $371.5 million at March 31, 2019.

Total debt at March 31, 2019 was $907.2 million. Net debt (defined as total debt minus cash and cash equivalents) was $645 million. Cooper Standard's net leverage ratio (defined as net debt divided by trailing 12 months adjusted EBITDA) at March 31, 2019 was 2.0 times.

Subsequent to the end of the quarter, on April 1, 2019, the Company completed the sale of its AVS business. The total sale price of the transaction was $265.5 million, subject to certain adjustments. The estimated net cash proceeds after taxes and transaction-related expenses and fees are expected to be approximately $220 to $225 million.

In June 2018, the Company's board of directors approved a common stock repurchase program authorizing the Company to repurchase, in aggregate, up to $150.0 million of its outstanding common stock. During the first quarter of 2019, the Company used $5.9 million of cash on hand to repurchase 85,000 shares. As of March 31, 2019, approximately $128.7 million of repurchase authorization remained available under the 2018 program.

Outlook

Based on the results achieved in the first quarter and the industry and economic outlook for the rest of the year, the Company has revised its revenue guidance and reaffirmed its adjusted EBITDA guidance for the full year 2019 as summarized below:


                               
         Previous Guidance     
           Current Guidance
                                             (2/14/2019)




       Sales                
         $3.40 - $3.60 billion 
          $3.20 - $3.40 billion

    ---

        Adjusted EBITDA(1)     
         $300 - $340 million      
           Unchanged

    ---

        Capital Expenditures   
         $180 - $190 million      
           Unchanged

    ---

        Cash Restructuring       
         $15 - $25 million      
           Unchanged

    ---

        Effective Tax Rate                     16% - 18%     
           Unchanged

    ---

(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 May 2, 2019 at 9 a.m. ET to discuss its first quarter 2019 results, provide a general business update and respond to investor questions. A link to the live webcast of the call (listen only) and presentation materials will be available on Cooper Standard's Investor Relations website at www.ir.cooperstandard.com/events.cfm.

To participate by phone, callers in the United States and Canada should dial toll-free (877) 374-4041. International callers should dial (253) 237-1156. Provide the conference ID 3077994 or ask to be connected to the Cooper Standard conference call. Representatives of the investment community will have the opportunity to ask questions after the presentation. Callers should dial in at least five minutes prior to the start of the call.

Individuals unable to participate during the live call may visit the investors' portion of the Cooper Standard website (www.ir.cooperstandard.com) for a replay of the webcast.

About Cooper Standard

Cooper Standard, headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Products include sealing, fuel and brake delivery, and fluid transfer systems. Cooper Standard employs approximately 30,000 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; competitive threats and commercial risks associated with us 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, other disruptions in or the inability to implement upgrades to, 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

    ---

Financial statements and related notes follow:


                              
              
                COOPER-STANDARD HOLDINGS INC.


                     
              
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                       
              
                (Unaudited)


                  
              
                (Dollar amounts in thousands except per share amounts)




                                                              Three Months Ended March 31,


                                            2019                               2018

                                                                               ---


     Sales                                        $
              880,038                           $
       967,391


      Cost of products sold              762,490                                         796,511




     Gross profit                       117,548                                         170,880


      Selling, administration
       & engineering expenses             86,974                                          80,440


      Amortization of
       intangibles                         3,775                                           3,406


      Restructuring charges               17,715                                           7,125


      Operating profit                     9,084                                          79,909


      Interest expense, net of
       interest income                  (11,932)                                        (9,800)


      Equity in earnings of
       affiliates                          2,358                                           1,687


      Loss on refinancing and
       extinguishment of debt                  -                                          (770)


      Other expense, net                   (796)                                        (1,719)



      (Loss) income before
       income taxes                      (1,286)                                         69,307


      Income tax expense                   2,331                                          11,891



      Net (loss) income                  (3,617)                                         57,416


      Net loss (income)
       attributable to
       noncontrolling
       interests                             157                                           (624)



      Net (loss) income
       attributable to Cooper-
       Standard Holdings Inc.                      $
              (3,460)                           $
       56,792





      Weighted average shares outstanding



     Basic                           17,535,195                                      17,991,488



     Diluted                         17,535,195                                      18,511,113





     (Loss) earnings per share:



     Basic                                         $
              (0.20)                             $
       3.16




     Diluted                                       $
              (0.20)                             $
       3.07


                                                 
             
               COOPER-STANDARD HOLDINGS INC.


                                             
              
              CONDENSED CONSOLIDATED BALANCE SHEETS


                                                 
             
               (Dollar amounts in thousands)


                                                                 March 31, 2019                                     December 31, 2018

                                                                                                             ---

                                                             (unaudited)



       
                
                  Assets

    ---


       Current assets:


        Cash and cash equivalents                                                   $
              262,169                             $
       264,980


        Accounts receivable, net                                        480,828                             418,607


        Tooling receivable                                              162,769                             141,106



       Inventories                                                     186,272                             175,572



       Prepaid expenses                                                 33,206                              36,878


        Other current assets                                            104,200                             108,683


        Assets held for sale                                            122,966                             103,898



        Total current assets                                          1,352,410                           1,249,724


        Property, plant and
         equipment, net                                                 990,665                             984,241


        Operating lease right-of-
         use assets                                                      92,508



       Goodwill                                                        142,106                             143,681


        Intangible assets, net                                           95,611                              99,602



       Other assets                                                    141,522                             145,855



       Total assets                                                              $
              2,814,822                           $
       2,623,103





                                    Liabilities and Equity

    ---


       Current liabilities:


        Debt payable within one
         year                                                                       $
              169,087                             $
       101,323



       Accounts payable                                                452,979                             452,320


        Payroll liabilities                                             108,236                              92,604


        Accrued liabilities                                             107,707                              98,907


        Current operating lease
         liabilities                                                     26,216


        Liabilities held for sale                                        75,830                              71,195



        Total current liabilities                                       940,055                             816,349



       Long-term debt                                                  738,077                             729,805



       Pension benefits                                                134,863                             138,771


        Postretirement benefits
         other than pensions                                             41,875                              40,901


        Long-term operating lease
         liabilities                                                     68,905


        Other liabilities                                                36,945                              37,775



        Total liabilities                                             1,960,720                           1,763,601


        7% Cumulative participating
         convertible preferred
         stock                                                                -



       Equity:



       Common stock                                                         17                                  17


        Additional paid-in capital                                      499,458                             501,511


        Retained earnings                                               565,864                             576,025


        Accumulated other
         comprehensive loss                                           (241,633)                          (246,088)



        Total Cooper-Standard
         Holdings Inc. equity                                           823,706                             831,465


        Noncontrolling interests                                         30,396                              28,037




       Total equity                                                    854,102                             859,502


        Total liabilities and
         equity                                                                   $
              2,814,822                           $
       2,623,103


                                                    
              
                COOPER-STANDARD HOLDINGS INC.


                                           
              
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                             
              
                (Unaudited)


                                                    
              
                (Dollar amounts in thousands)




                                                                                           Three Months Ended March 31,


                                                                                        2019                                2018

                                                                                                                            ---


     Operating Activities:



     Net (loss) income                                                                        $
              (3,617)                                $
     57,416


      Adjustments to reconcile net (loss) income to net cash
       provided by operating activities:



     Depreciation                                                                    32,830                                32,853



     Amortization of intangibles                                                      3,775                                 3,406


      Share-based compensation expense                                                 3,186                                 3,875


      Equity in earnings of affiliates, net of
       dividends related to earnings                                                   2,559                                 2,821


      Loss on refinancing and extinguishment
       of debt                                                                             -                                  770



     Other                                                                              531                                 1,242


      Changes in operating assets and
       liabilities                                                                  (41,112)                            (112,939)



      Net cash used in operating activities                                          (1,848)                             (10,556)



     Investing activities:



     Capital expenditures                                                          (59,633)                             (67,858)


      Acquisition of businesses, net of cash
       acquired                                                                        (452)                              (3,223)


      Proceeds from sale of fixed assets and
       other                                                                             102                                   889



      Net cash used in investing activities                                         (59,983)                             (70,192)



     Financing activities:


      Principal payments on long-term debt                                           (1,012)                                (887)


      Increase (decrease) in short-term debt,
       net                                                                            65,791                               (1,123)


      Purchase of noncontrolling interests                                                 -                              (2,450)



     Repurchase of common stock                                                     (6,550)


      Taxes withheld and paid on employees'
       share-based payment awards                                                    (2,706)                              (9,621)


      Contribution from noncontrolling
       interest and other                                                              1,827                                 (881)



      Net cash provided by (used in) financing
       activities                                                                     57,350                              (14,962)


      Effects of exchange rate changes on
       cash, cash equivalents and restricted
       cash                                                                            1,477                                  (69)



      Changes in cash, cash equivalents and
       restricted cash                                                               (3,004)                             (95,779)


      Cash, cash equivalents and restricted
       cash at beginning of period                                                   267,399                               518,461



      Cash, cash equivalents and restricted
       cash at end of period                                                                   $
              264,395                                $
     422,682






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


                                                                           
              
                Balance as of


                                                                              March 31, 2019                                       December 31, 2018

                                                                                                                            ---


     Cash and cash equivalents                                                                $
              262,169                                $
     264,980


      Restricted cash included in other
       current assets                                                                     20                                    18


      Restricted cash included in other assets                                         2,206                                 2,401


      Total cash, cash equivalents and
       restricted cash shown in the statement
       of cash flows                                                                           $
              264,395                                $
     267,399

Non-GAAP Measures

EBITDA, adjusted EBITDA, adjusted net income, adjusted earnings per share, net debt 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 net income, adjusted earnings per share, net debt 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 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 basic and diluted earnings per share is defined as adjusted net income divided by the weighted average number of basic and diluted shares, respectively, outstanding during the period. Net debt is defined as total debt minus cash and cash equivalents. 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 net income, adjusted earnings per share, net debt 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 net income, adjusted earnings per share, net debt 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 net income, adjusted earnings per share, net debt 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 net income and free cash flow follow.



     
                Reconciliation of Non-GAAP Measures


                                                                                   
              
                EBITDA and Adjusted EBITDA
                                                                                                       (Unaudited)
                                                                                              (Dollar amounts in thousands)





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




                                                                                                                                                      Three Months Ended March 31,


                                                                                                                                             2019                          2018

                                                                                                                                                                           ---


     Net (loss) income attributable to Cooper-Standard Holdings Inc.                                                                             $
          (3,460)                             $
     56,792



     Income tax expense                                                                                                                    2,331                                      11,891



     Interest expense, net of interest income                                                                                             11,932                                       9,800



     Depreciation and amortization                                                                                                        36,605                                      36,259




     EBITDA                                                                                                                                       $
          47,408                             $
     114,742



     Restructuring charges                                                                                                                17,715                                       7,125



     Project costs (1)                                                                                                                     1,263



     Loss on refinancing and extinguishment of debt (2)                                                                                        -                                        770



     Adjusted EBITDA                                                                                                                              $
          66,386                             $
     122,637






     Sales                                                                                                                                       $
          880,038                             $
     967,391



     Net (loss) income margin                                                                                                              (0.4)
                                                                                                                                                %                                 5.9
         %



     Adjusted EBITDA margin                                                                                                          7.5
          %                                12.7
         %



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



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


                                                                  
              
                Adjusted Net Income and Adjusted Earnings Per Share
                                                                                                  (Unaudited)
                                                                            (Dollar amounts in thousands, except per share amounts)





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




                                                                                                                                                       Three Months Ended March 31,


                                                                                                                                            2019                        2018

                                                                                                                                                                        ---


     Net (loss) income attributable to Cooper-Standard Holdings Inc.                                                                            $
         (3,460)                           $
        56,792



     Restructuring charges                                                                                                               17,715                                    7,125



     Project costs (1)                                                                                                                    1,263



     Loss on refinancing and extinguishment of debt (2)                                                                                       -                                     770



     Tax impact of adjusting items (3)                                                                                                  (3,681)                                   (901)



     Adjusted net income                                                                                                                         $
         11,837                            $
        63,786






     Weighted average shares outstanding:



     Basic                                                                                                                           17,535,195                               17,991,488



     Diluted (4)                                                                                                                     17,535,195                               18,511,113





     (Loss) earnings per share:



     Basic                                                                                                                                       $
         (0.20)                             $
        3.16




     Diluted                                                                                                                                     $
         (0.20)                             $
        3.07






     Adjusted earnings per share:



     Basic                                                                                                                                         $
         0.68                              $
        3.55




     Diluted (4)                                                                                                                                   $
         0.67                              $
        3.45



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



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



              (3)              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.



              (4)              For the purpose of calculating Q1
                                  2019 adjusted diluted earnings per
                                  share, the weighted average shares
                                  outstanding were 17,623,821.


                                    
              
                Free Cash Flow
                                                 (Unaudited)
                                        (Dollar amounts in thousands)





     The following table defines free cash flow:




                                                          Three Months Ended March 31,


                                        2019                                2018

                                                                            ---

      Net
       cash
       used
       in
       operating
       activities                               $
              (1,848)                         $
     (10,556)


       Capital
       expenditures                 (59,633)                                       (67,858)



       Free
       cash
       flow                                    $
              (61,481)                         $
     (78,414)

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SOURCE Cooper-Standard Holdings Inc.