Cooper Standard Reports Second Quarter Results and Announces Significant New Fortrex(TM) Technology Agreement

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

Second Quarter 2019 Summary

    --  Sales totaled $764.8 million
    --  Net income of $145.3 million or $8.36 per diluted share
    --  Adjusted EBITDA of $58.1 million or 7.6 percent of sales
    --  Adjusted net income of $5.4 million or $0.31 per diluted share
    --  Contract awards related to innovation products for annualized sales of
        $171 million
    --  Significant new Fortrex(TM) technology agreement signed subsequent to
        quarter end

"Our results for the quarter were once again negatively impacted by continuing weak production volume and mix in China and Europe, as well as the slower than expected ramp up of an important new vehicle platform in North America," said Jeffrey Edwards, chairman and CEO, Cooper Standard. "Looking ahead, we expect these challenging market dynamics to continue at least through the end of the year, and we have revised our full-year outlook accordingly.

"We are working to mitigate these headwinds as much as possible by accelerating planned restructuring and further streamlining the business under our global management structure," Edwards added. "We expect these actions will help us to improve our overall efficiency in the near-term and better position the Company for long-term profitable growth. We remain on track with our new program launches, cost reduction initiatives and the strategic diversification of our business."

Consolidated Results


                                                     Three Months Ended June 30,                                Six Months Ended June 30,


                                          2019                     2018                   2019                        2018



                                               
         (dollar amounts in millions except per share amounts)



     Sales                                     $
         764.8                                    $
            928.3                           $
        1,644.8 $
        1,895.7



     Net income                                $
         145.3                                     $
            41.9                             $
        141.8    $
        98.7



     Adjusted net income                         $
         5.4                                     $
            50.3                              $
        17.2   $
        114.1



     Earnings per diluted share                 $
         8.36                                     $
            2.28                              $
        8.11    $
        5.36



     Adjusted earnings per diluted share        $
         0.31                                     $
            2.74                              $
        0.99    $
        6.19



     Adjusted EBITDA                            $
         58.1                                    $
            107.9                             $
        124.5   $
        230.5

The year-over-year change in second quarter sales was primarily attributable to the sale of the Company's Anti-Vibration Systems (AVS) business, unfavorable volume and mix, and foreign exchange.

Net income for the second quarter 2019 included a $189.9 million gain on the sale of the AVS business, certain project costs related to acquisitions and divestitures, and restructuring charges related to headcount reduction actions. Adjusted net income, which excludes these items and their related tax impact, declined in the second quarter 2019 compared to the prior year due largely to unfavorable volume and mix, general inflation, customer price adjustments and higher material costs, 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

The Company continues at a record pace for new program launches and contract awards related to recent product innovations. During the second quarter, the Company successfully launched 84 new customer programs, an increase of 75 percent compared to the second quarter of 2018. Also during the quarter, the Company received new contract awards related to product innovations, including both new and replacement business, totaling $171 million in annualized sales. These awards included the first production order for FlushSeal(TM) glass sealing technology on an all-new electric vehicle platform. In the first six months of the year, contract awards related to product innovations totaled $252 million in annualized sales. Net new business awards received during the second quarter and in the first six months of the year totaled $53 million and $129 million in annualized sales, respectively. Cooper Standard's expanding portfolio of commercialized innovation products includes: MagAlloy(TM); ArmorHose(TM); ArmorHose(TM) TPV; LightHose; Gen III Posi-Lock; TP Microdense; Microdense EPDM; FlushSeal(TM) glass sealing technology; and Fortrex(TM).

Subsequent to the end of the second quarter, Cooper Standard signed a new Fortrex(TM) technology agreement with a multinational industrial products manufacturer based in Asia. Under the agreement, the customer is expected to initially focus on developing three to four new product applications using Fortrex(TM) technology. The new agreement, which is the third the Company has signed this year, is further demonstration of the versatility of the Fortrex(TM) chemistry platform and the diverse market applications that it can address.

Segment Results of Operations

Sales


                                                                  
          
          Three Months Ended June 30,                                                                  
            
                Variance Due To:



                                                         2019              2018                             Change                                              Volume /Mix*       Foreign Exchange                  Acquisitions/

                                                                                                                                                                                                                    Divestiture,

                                                                                                                                                                                                                         net

                                                                                                                                                                                                                             ---

                                                                                                                           
          (dollar amounts in thousands)



     Sales to external customers



     North America                                           $
     404,863                                           $
     477,608                                                   $
             (72,745)                                            $
      (39,189)           $
      (1,629) $
     (31,927)



     Europe                                          216,217                   279,124                                       (62,907)                                                                 (28,740)                    (13,686)                 (20,481)



     Asia Pacific                                    118,603                   147,994                                       (29,391)                                                                 (36,146)                     (8,061)                   14,816



     South America                                    25,123                    23,536                                          1,587                                                                     3,817                      (2,230)



     Consolidated                                            $
     764,806                                           $
     928,262                                                  $
             (163,456)                                           $
      (100,258)          $
      (25,606) $
     (37,592)






     
                * Net of customer price reductions

    --  The impact of foreign currency exchange primarily relates to the Euro,
        Chinese Renminbi, Brazilian Real and the Canadian Dollar.

Adjusted EBITDA


                                                                 
          
           Three Months Ended June 30,                                                                                     
          
     Variance Due To:


                                                         2019             2018                              Change                                     Volume /             Foreign Exchange                      Cost (Increases)
                                                                                                                                                                                                                    /Decreases         Acquisitions/

                                                                                                                                                        Mix*                                                                            Divestiture,
                                                                                                                                                                                                                                   net

                                                                                                                                                                                                                                                 ---

                                                                                                                                         
     (dollar amounts in thousands)



     Segment adjusted EBITDA



     North America                                           $
     54,867                                             $
      82,672                                           $
             (27,805)                                                           $
     (25,927)           $
       (583)         $
      2,286 $
     (3,581)



     Europe                                            6,082                    16,292                                         (10,210)                                                      (11,611)                                         (1,185)              2,498                   88



     Asia Pacific                                    (1,586)                   11,304                                         (12,890)                                                      (17,096)                                         (1,452)              5,821                (163)



     South America                                   (1,284)                  (2,361)                                           1,077                                                          1,298                                              206               (427)




     Consolidated adjusted EBITDA                            $
     58,079                                            $
      107,907                                           $
             (49,828)                                                           $
     (53,336)         $
       (3,014)        $
      10,178 $
     (3,656)






     
                * Net of customer price reductions

    --  The impact of foreign currency exchange is primarily driven by the
        Chinese Renminbi, Euro, Canadian Dollar, Mexican Peso, Polish Zloty and
        Czech Koruna.
    --  The Cost (Increases) / Decreases category above includes:
        --  The increase in commodity cost pressure, general inflation and
            tariffs;
        --  Launch related activity for engineering, prototypes and tooling; and
        --  Net operational efficiencies of $26.5 million primarily driven by
            our North America, Europe and Asia Pacific segments.

Liquidity and Cash Flow

At June 30, 2019, Cooper Standard had cash and cash equivalents totaling $310.8 million. Net cash used in operating activities in the second quarter 2019 was $7.1 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 $43.0 million.

In addition to cash and cash equivalents, the Company had $158.8 million available under its amended senior asset-based revolving credit facility ("ABL"), inclusive of outstanding letters of credit, for total liquidity of $469.6 million at June 30, 2019.

Total debt at June 30, 2019 was $792.2 million. Net debt (defined as total debt minus cash and cash equivalents) was $481.4 million. Cooper Standard's net leverage ratio (defined as net debt divided by trailing 12 months adjusted EBITDA) at June 30, 2019 was 1.8 times.

On April 1, 2019, the Company completed the sale of its AVS business. The total sale price of the transaction was $265.5 million and the Company received $243.4 million in cash proceeds after adjusting for certain liabilities assumed by the purchaser. The estimated net cash proceeds after taxes and transaction-related expenses and fees are expected to be approximately $215 to $220 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. In May 2019, the Company entered into an accelerated share repurchase ("ASR") agreement in the amount of $30.0 million. The ASR is expected to be completed no later than the third quarter of 2019. As of June 30, 2019, approximately $98.7 million remained available under the 2018 board of directors repurchase authorization.

Outlook

Based on the results achieved in the first two quarters and the industry and economic outlook for the rest of the year, the Company has revised its guidance for the full year 2019 as summarized below:


                              
         Previous Guidance  
        Current Guidance(1)
                                 
              (5/1/2019)




       Sales                
         $3.2 - $3.4 billion  
        $3.0 - $3.2 billion

    ---


       Adjusted EBITDA(2)   
         $300 - $340 million  
        $270 - $300 million

    ---

        Capital Expenditures 
         $180 - $190 million  
        $175 - $185 million

    ---


       Cash Restructuring     
         $15 - $25 million    
        $25 - $35 million

    ---


       Effective Tax Rate                   16% - 18%                21% - 25%

    ---



      
       
       1  Guidance is representative of
                  management's estimates and
                  expectations as of the date it is
                  published.  Current guidance as
                  presented in this press release is
                  reflective of June 2019 IHS
                  production forecasts for relevant
                  light vehicle platforms and models,
                  customer production schedules and
                  other internal assumptions.



       
       (2) Adjusted EBITDA is a non-GAAP
                  financial measure. The Company has
                  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, the Company 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 August 2, 2019 at 9 a.m. ET to discuss its second 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 8455478 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 and share amounts)




                                                                                        Three Months Ended June 30,                                        Six Months Ended June 30,


                                                                         2019                            2018                       2019                                         2018

                                                                                                                                                                               ---


     Sales                                                                   $
             764,806                                          $
             928,262                          $
           1,644,844  $
          1,895,653



     Cost of products sold                                           666,828                                      776,897                                       1,429,318                      1,573,408




     Gross profit                                                     97,978                                      151,365                                         215,526                        322,245



     Selling, administration & engineering expenses                   74,170                                       76,339                                         161,144                        156,779



     Gain on sale of business                                      (189,910)                                                                                  (189,910)



     Amortization of intangibles                                       5,148                                        3,399                                           8,923                          6,805



     Restructuring charges                                             5,927                                       10,013                                          23,642                         17,138



     Impairment charges                                                2,188                                                                                       2,188




     Operating profit                                                200,455                                       61,614                                         209,539                        141,523



     Interest expense, net of interest income                       (11,575)                                     (9,973)                                       (23,507)                      (19,773)



     Equity in earnings of affiliates                                  1,891                                        1,248                                           4,249                          2,935



     Loss on refinancing and extinguishment of debt                        -                                                                                                                    (770)



     Other expense, net                                              (1,781)                                       (557)                                        (2,577)                       (2,276)




     Income before income taxes                                      188,990                                       52,332                                         187,704                        121,639



     Income tax expense                                               44,239                                        9,130                                          46,570                         21,021




     Net income                                                      144,751                                       43,202                                         141,134                        100,618



     Net loss (income) attributable to noncontrolling interests          545                                      (1,325)                                            702                        (1,949)




     Net income attributable to Cooper-Standard Holdings Inc.                $
             145,296                                           $
             41,877                            $
           141,836     $
          98,669






     Weighted average shares outstanding



     Basic                                                        17,312,359                                   18,000,579                                      17,423,162                     17,996,058



     Diluted                                                      17,376,458                                   18,371,775                                      17,490,968                     18,419,952





     Earnings per share:



     Basic                                                                      $
             8.39                                             $
             2.33                               $
           8.14       $
          5.48




     Diluted                                                                    $
             8.36                                             $
             2.28                               $
           8.11       $
          5.36


                                                                  
       
         COOPER-STANDARD HOLDINGS INC.


                                                                
       
       CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                  
       
         (Dollar amounts in thousands)




                                                                                                            June 30, 2019                            December 31, 2018

                                                                                                                                              ---

                                                                                                       (unaudited)



       
                
                  Assets

    ---


       Current assets:



       Cash and cash equivalents                                                                                           $
        310,779                            $
       264,980



       Accounts receivable, net                                                                                  458,504                    418,607



       Tooling receivable                                                                                        177,191                    141,106



       Inventories                                                                                               184,435                    175,572



       Prepaid expenses                                                                                           32,154                     36,878



       Other current assets                                                                                       80,072                    108,683



       Assets held for sale                                                                                            -                   103,898




       Total current assets                                                                                    1,243,135                  1,249,724



       Property, plant and equipment, net                                                                        993,933                    984,241



       Operating lease right-of-use assets, net                                                                   94,646



       Goodwill                                                                                                  142,151                    143,681



       Intangible assets, net                                                                                     90,627                     99,602



       Other assets                                                                                              140,342                    145,855



       Total assets                                                                                                      $
        2,704,834                          $
       2,623,103






       
                
                  Liabilities and Equity

    ---


       Current liabilities:



       Debt payable within one year                                                                                         $
        54,447                            $
       101,323



       Accounts payable                                                                                          415,301                    452,320



       Payroll liabilities                                                                                       120,396                     92,604



       Accrued liabilities                                                                                        92,843                     98,907



       Current operating lease liabilities                                                                        25,730



       Liabilities held for sale                                                                                       -                    71,195




       Total current liabilities                                                                                 708,717                    816,349



       Long-term debt                                                                                            737,757                    729,805



       Pension benefits                                                                                          134,644                    138,771



       Postretirement benefits other than pensions                                                                47,868                     40,901



       Long-term operating lease liabilities                                                                      70,102



       Other liabilities                                                                                          46,594                     37,775




       Total liabilities                                                                                       1,745,682                  1,763,601



       7% Cumulative participating convertible preferred stock                                                         -



       Equity:



       Common stock                                                                                                   17                         17



       Additional paid-in capital                                                                                483,792                    501,511



       Retained earnings                                                                                         701,647                    576,025



       Accumulated other comprehensive loss                                                                    (249,211)                 (246,088)




       Total Cooper-Standard Holdings Inc. equity                                                                936,245                    831,465



       Noncontrolling interests                                                                                   22,907                     28,037




       Total equity                                                                                              959,152                    859,502



       Total liabilities and equity                                                                                      $
        2,704,834                          $
       2,623,103


                                                                                                       
              
              COOPER-STANDARD HOLDINGS INC.


                                                                                              
              
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                                
            
                (Unaudited)


                                                                                                       
              
              (Dollar amounts in thousands)




                                                                                                                                                                                    Six Months Ended June 30,


                                                                                                                                                                               2019                               2018

                                                                                                                                                                                                                  ---


     Operating Activities:



     Net income                                                                                                                                                                      $
              141,134                               $
     100,618



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



     Depreciation                                                                                                                                                           65,550                               66,367



     Amortization of intangibles                                                                                                                                             8,923                                6,805



     Gain on sale of business                                                                                                                                            (189,910)



     Impairment charges                                                                                                                                                      2,188



     Share-based compensation expense                                                                                                                                        6,482                               10,342



     Equity in earnings of affiliates, net of dividends related to earnings                                                                                                    668                                1,573



     Loss on refinancing and extinguishment of debt                                                                                                                              -                                 770



     Deferred income taxes                                                                                                                                                  19,117                                1,420



     Other                                                                                                                                                                   2,030                                1,029



     Changes in operating assets and liabilities                                                                                                                          (65,148)                            (90,613)




     Net cash (used in) provided by operating activities                                                                                                                   (8,966)                              98,311



     Investing activities:



     Capital expenditures                                                                                                                                                 (95,496)                           (106,699)



     Acquisition of businesses, net of cash acquired                                                                                                                         (452)                             (6,195)



     Proceeds from sale of business                                                                                                                                        243,362



     Proceeds from sale of fixed assets and other                                                                                                                            2,099                                (139)




     Net cash provided by (used in) investing activities                                                                                                                   149,513                            (113,033)



     Financing activities:



     Principal payments on long-term debt                                                                                                                                  (2,067)                             (2,062)



     (Decrease) increase in short-term debt, net                                                                                                                          (47,351)                                 224



     Purchase of noncontrolling interests                                                                                                                                  (4,797)                             (2,450)



     Repurchase of common stock                                                                                                                                           (36,550)                            (43,525)



     Taxes withheld and paid on employees' share-based payment awards                                                                                                      (2,733)                            (11,279)



     Contribution from noncontrolling interest and other                                                                                                                     2,277                                (327)




     Net cash used in financing activities                                                                                                                                (91,221)                            (59,419)



     Effects of exchange rate changes on cash, cash equivalents and restricted cash                                                                                        (2,882)                               (865)




     Changes in cash, cash equivalents and restricted cash                                                                                                                  46,444                             (75,006)



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




     Cash, cash equivalents and restricted cash at end of period                                                                                                                     $
              313,843                               $
     443,455






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


                                                                                                                                                                    
            
                Balance as of


                                                                                                                                                                      June 30, 2019                                      December 31, 2018

                                                                                                                                                                                                                  ---


     Cash and cash equivalents                                                                                                                                                       $
              310,779                               $
     264,980



     Restricted cash included in other current assets                                                                                                                           55                                   18



     Restricted cash included in other assets                                                                                                                                3,009                                2,401



     Total cash, cash equivalents and restricted cash shown in the statement of cash flows                                                                                           $
              313,843                               $
     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 a reconciliation of EBITDA and adjusted EBITDA from net income:




                                                                                                                           Three Months Ended June 30,                             Six Months Ended June 30,


                                                                                                            2019                            2018                  2019                          2018

                                                                                                                                                                                              ---


     Net income attributable to Cooper-Standard Holdings Inc.                                                   $
            145,296                                      $
      41,877                             $
             141,836     $
        98,669



     Income tax expense                                                                                  44,239                                            9,130                            46,570                         21,021



     Interest expense, net of interest income                                                            11,575                                            9,973                            23,507                         19,773



     Depreciation and amortization                                                                       37,868                                           36,914                            74,473                         73,173




     EBITDA                                                                                                     $
            238,978                                      $
      97,894                             $
             286,386    $
        212,636



     Gain on sale of business (1)                                                                     (189,910)                                                                        (189,910)



     Restructuring charges                                                                                5,927                                           10,013                            23,642                         17,138



     Impairment charges (2)                                                                               2,188                                                                             2,188



     Project costs (3)                                                                                      405                                                                             1,668



     Lease termination costs (4)                                                                            491                                                                               491



     Loss on refinancing and extinguishment of debt (5)                                                       -                                                                                                            770



     Adjusted EBITDA                                                                                             $
            58,079                                     $
      107,907                             $
             124,465    $
        230,544






     Sales                                                                                                      $
            764,806                                     $
      928,262                           $
             1,644,844  $
        1,895,653



     Net income margin                                                                                     19.0
                                                                                                               %                                   4.5
            %                    8.6
            %                  5.2
           %



     Adjusted EBITDA margin                                                                       7.6
            %                                  11.6
            %                    7.6
            %                 12.2
           %




     (1) 
     Gain on sale of AVS product line.



     (2) 
     Non-cash impairment charges related to fixed assets.



     (3) 
     Project costs recorded in selling, administration and engineering expense related to acquisitions and divestiture.



     (4) 
     Lease termination costs no longer recorded as restructuring charges in accordance with ASC 842.



     (5) 
     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 and share amounts)





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




                                                                                                                                                  Three Months Ended June 30,                              Six Months Ended June 30,


                                                                                                                                2019                               2018                     2019                       2018

                                                                                                                                                                                                                     ---


     Net income attributable to Cooper-Standard Holdings Inc.                                                                         $
              145,296                                       $
       41,877                         $
          141,836   $
        98,669



     Gain on sale of business (1)                                                                                         (189,910)                                                                           (189,910)



     Restructuring charges                                                                                                    5,927                                          10,013                                23,642                     17,138



     Impairment charges (2)                                                                                                   2,188                                                                                2,188



     Project costs (3)                                                                                                          405                                                                                1,668



     Lease termination costs (4)                                                                                                491                                                                                  491



     Loss on refinancing and extinguishment of debt (5)                                                                           -                                                                                                           770



     Tax impact of adjusting items (6)                                                                                       41,006                                         (1,595)                               37,325                    (2,496)



     Adjusted net income                                                                                                                $
              5,403                                       $
       50,295                          $
          17,240  $
        114,081






     Weighted average shares outstanding:



     Basic                                                                                                               17,312,359                                      18,000,579                            17,423,162                 17,996,058



     Diluted                                                                                                             17,376,458                                      18,371,775                            17,490,968                 18,419,952





     Earnings per share:



     Basic                                                                                                                               $
              8.39                                         $
       2.33                            $
          8.14     $
        5.48




     Diluted                                                                                                                             $
              8.36                                         $
       2.28                            $
          8.11     $
        5.36






     Adjusted earnings per share:



     Basic                                                                                                                               $
              0.31                                         $
       2.79                            $
          0.99     $
        6.34




     Diluted                                                                                                                             $
              0.31                                         $
       2.74                            $
          0.99     $
        6.19




     (1) 
     Gain on sale of AVS product line.



     (2) 
     Non-cash impairment charges related to fixed assets.



     (3) 
     Project costs recorded in selling, administration and engineering expense related to acquisitions and divestiture.



     (4) 
     Lease termination costs no longer recorded as restructuring charges in accordance with ASC 842.



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



     (6)   Represents the elimination of the income tax impact of the above adjustments by calculating the income tax impact of these adjusting items using the appropriate tax rate for the jurisdiction where the charges were incurred.


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





     The following table defines free cash flow:




                                                                           Three Months Ended June 30,                      Six Months Ended June 30,


                                                              2019                           2018            2019                       2018

                                                                                                                                      ---


     Net cash (used in) provided by operating activities           $
           (7,118)                              $
      108,867                           $
        (8,966)  $
      98,311



     Capital expenditures                                (35,863)                                  (38,841)                     (95,496)                  (106,699)




     Free cash flow                                               $
           (42,981)                               $
      70,026                         $
        (104,462) $
      (8,388)

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SOURCE Cooper-Standard Holdings Inc.