Cooper Standard Reports Third Quarter Results, Details Restructuring Plans

NOVI, Mich., Nov. 5, 2019 /PRNewswire/ -- Cooper-Standard Holdings Inc. (NYSE: CPS) today reported results for the third quarter 2019.

Third Quarter 2019 Summary

    --  Sales totaled $729.0 million
    --  Net loss of $13.9 million or $(0.82) per diluted share
    --  Adjusted EBITDA of $43.5 million or 6.0 percent of sales
    --  Adjusted net loss of $5.2 million or $(0.31) per diluted share
    --  Net new business awards totaled $132 million in projected annualized
        sales
    --  Continuing record pace for new program launches

"Production levels on certain key vehicle platforms in North America and Asia have remained well below expectations and have continued to negatively impact our financial results," said Jeffrey Edwards, chairman and CEO, Cooper Standard. "In addition, unfavorable outcomes of customer negotiations in China and the unanticipated UAW work stoppage in the United States further reduced sales and profits during the third quarter.

"We are continuing the aggressive implementation of several initiatives to reduce costs, optimize working capital and align our operations with lower light vehicle production in all regions," Edwards added. "We expect the successful execution of these initiatives, combined with record new program launches and further advancements within our non-automotive businesses will position us to drive improved results going forward."

Consolidated Results


                                                           Three Months Ended September 30,                                 Nine Months Ended September 30,


                                                 2019                        2018                      2019                         2018



                                                         
          (dollar amounts in millions except per share amounts)



     Sales                                            $
          729.0                                         $
           861.7                                 $
       2,373.9 $
       2,757.3



     Net income (loss)                               $
          (13.9)                                         $
           32.2                                   $
       128.0   $
       130.8



     Adjusted net income (loss)                       $
          (5.2)                                         $
           19.1                                    $
       12.1   $
       133.2



     Earnings (loss) per diluted share               $
          (0.82)                                         $
           1.77                                    $
       7.40    $
       7.13



     Adjusted earnings (loss) per diluted share      $
          (0.31)                                         $
           1.05                                    $
       0.70    $
       7.26



     Adjusted EBITDA                                   $
          43.5                                          $
           69.6                                   $
       168.0   $
       300.1

The year-over-year change in third quarter sales was primarily attributable to the sale of the Company's Anti-Vibration Systems (AVS) business, unfavorable volume and mix, customer price adjustments and foreign exchange, partially offset by incremental sales from acquisitions.

Net loss for the third quarter 2019 included restructuring charges related to headcount reduction actions, asset impairment charges related to fixed assets in Asia, an adjustment to the amount of the gain recognized on the second quarter sale of the AVS business, and certain project costs related to acquisitions and divestitures. Adjusted net loss, which excludes these items and their related tax impact, declined in the third quarter 2019 compared to the prior year period adjusted net income 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 (loss), adjusted EBITDA and adjusted earnings (loss) 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. During the third quarter, the Company successfully launched 71 new customer programs, an increase of 54 percent compared to the third quarter of 2018. Also during the quarter, the Company received net new business awards totaling $132 million in annualized sales. This brings the year-to-date total net new business awards to $261 million. New contract awards related to product innovations, including both new and replacement business, totaled $24 million in annualized sales in the third quarter and $276 million year-to-date. 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).

Cost Reduction and Restructuring Initiatives

The Company remains focused on reducing ongoing costs through improved operating efficiency and the further rightsizing of its operating footprint and overhead expenses. In addition to actions announced and implemented in 2018 and the first half of 2019, the Company is implementing several additional restructuring and cost reduction initiatives that are expected to reduce expenses in 2020 and beyond. These additional initiatives include the transition from a regional management structure to a leaner, more effective and efficient global organization structure, further rightsizing of selling, general, administrative and engineering (SGA&E) expense, and structural cost reductions through the closure of 10 facilities. Restructuring expense related to planned headcount reductions is expected to be $7 to $9 million with annualized savings resulting in a payback of less than one year. The restructuring expense related to facility closures is expected to be in the range of $20 to $25 million including $11 million in restructuring expense already incurred. The related structural cost savings are expected to drive a cash payback in less than two years.

Segment Results of Operations

Sales


                                                                 
             
          Three Months Ended September 30,                                                                
            
             Variance Due To:


                                                         2019                2018                                  Change                                               Volume /             Foreign                              Acquisitions/
                                                                                                                                                                   Mix*           Exchange                            Divestiture,

                                                                                                                                                                                                                                      net

                                                                                                                                                                                                                                          ---

                                                                                                                             
             (dollar amounts in thousands)



     Sales to external customers



     North America                                           $
       393,747                                                $
       471,553                                            $
            (77,806)                                                    $
     (29,319)             $
        (640) $
     (47,847)



     Europe                                          197,409                        228,332                                              (30,923)                                                    (5,490)                                   (9,715)             (15,718)



     Asia Pacific                                    112,642                        136,155                                              (23,513)                                                   (32,448)                                   (3,702)               12,637



     South America                                    25,223                         25,613                                                 (390)                                                      (254)                                     (136)



     Consolidated sales                                      $
       729,021                                                $
       861,653                                           $
            (132,632)                                                    $
     (67,511)          $
        (14,193) $
     (50,928)






     
                * Net of customer price reductions

    --  The impact of foreign currency exchange primarily relates to the Euro
        and Chinese Renminbi.

Adjusted EBITDA


                                                                  
            
          Three Months Ended September 30,                                                                              
              
        Variance Due To:


                                                          2019               2018                                  Change                                             Volume /           Foreign                               Cost             Acquisitions/
                                                                                                                                                            Mix*               Exchange                       (Increases) /         Divestiture,
                                                                                                                                                                                                                Decreases                net

                                                                                                                                                                                                                                                        ---

                                                                                                                                       
           (dollar amounts in thousands)



     Segment adjusted EBITDA



     North America                                            $
       62,603                                                $
     71,589                                              $
          (8,986)                                                               $
     (19,225)          $
     299          $
     12,387 $
     (2,447)



     Europe                                             6,750                           934                                             5,816                                                        (3,617)                                              768                9,438           (773)



     Asia Pacific                                    (22,921)                      (1,253)                                         (21,668)                                                      (21,845)                                             (80)                 327            (70)



     South America                                    (2,906)                      (1,699)                                          (1,207)                                                            26                                             (737)               (496)




     Consolidated adjusted EBITDA                             $
       43,526                                                $
     69,571                                             $
          (26,045)                                                               $
     (44,661)          $
     250          $
     21,656 $
     (3,290)






     
                * Net of customer price reductions

    --  The impact of foreign currency exchange is primarily driven by the
        Polish Zloty, Czech Koruna, Canadian Dollar and Mexican Peso.
    --  The Cost (Increases) / Decreases category above includes:
        --  The increase in commodity cost pressure, general inflation and
            tariffs;
        --  Reduction in compensation-related expenses;
        --  The one-time impact of commercial settlements in Asia Pacific; and
        --  Net operational efficiencies of $12.9 million primarily driven by
            our Europe and Asia Pacific segments.

Liquidity and Cash Flow

At September 30, 2019, Cooper Standard had cash and cash equivalents totaling $323.1 million. Net cash provided by operating activities in the third quarter 2019 was $38.9 million and free cash flow for the quarter (defined as net cash used in/provided by operating activities minus capital expenditures) was an inflow of $3.3 million.

In addition to cash and cash equivalents, the Company had $183.7 million available under its amended senior asset-based revolving credit facility ("ABL"), inclusive of outstanding letters of credit, for total liquidity of $506.8 million at September 30, 2019.

Total debt at September 30, 2019 was $803.5 million. Net debt (defined as total debt minus cash and cash equivalents) was $480.4 million. Cooper Standard's net leverage ratio (defined as net debt divided by trailing 12 months adjusted EBITDA) at September 30, 2019 was 2.0 times.

Outlook

Based on the results achieved in the first three 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)
                                                     (8/2/2019)




       Sales                    
              $3.0 - $3.2 billion      
              $3.0 - $3.1 billion

    ---


       Adjusted EBITDA(2)       
              $270 - $300 million      
              $190 - $210 million

    ---


       Capital Expenditures   
             $175 - $185 million       
             $165 - $175 million

    ---


       Cash Restructuring        
              $25 - $35 million        
              $35 - $40 million

    ---


       Effective Tax Rate                             21% - 25%                          25% - 29%

    ---



            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 October 2019 IHS
              production forecasts for relevant
              light vehicle platforms and models,
              customers' planned production
              schedules and other internal

     
     1     assumptions.


            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

     
     (2)  unreasonable effort.

Conference Call Details

Cooper Standard management will host a conference call and webcast on November 6, 2019 at 9 a.m. ET to discuss its third 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 5561738 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 September 30,                                Nine Months Ended September 30,


                                                                                     2019                               2018                       2019                                  2018

                                                                                                                                                                                       ---


              Sales                                                                        $
              729,021                                          $
       861,653                                 $
          2,373,865  $
         2,757,306



              Cost of products sold                                              659,313                                         741,998                                2,088,631                             2,315,406




              Gross profit                                                        69,708                                         119,655                                  285,234                               441,900



              Selling, administration & engineering expenses                      63,020                                          82,134                                  224,164                               238,913



              Gain on sale of business                                             1,730                                                                               (188,180)



              Gain on sale of land                                                     -                                       (10,714)                                                                     (10,714)



              Amortization of intangibles                                          4,250                                           3,791                                   13,173                                10,596



              Restructuring charges                                                5,572                                           2,703                                   29,214                                19,841



              Impairment charges                                                   1,958                                                                                   4,146




              Operating profit (loss)                                            (6,822)                                         41,741                                  202,717                               183,264



              Interest expense, net of interest income                          (10,351)                                        (9,983)                                (33,858)                             (29,756)



              Equity in earnings of affiliates                                     1,515                                           1,413                                    5,764                                 4,348



              Loss on refinancing and extinguishment of debt                           -                                                                                                                       (770)



              Other expense, net                                                   (514)                                        (1,697)                                 (3,091)                              (3,973)




              Income (loss) before income taxes                                 (16,172)                                         31,474                                  171,532                               153,113



              Income tax expense (benefit)                                         (574)                                        (1,190)                                  45,996                                19,831




              Net income (loss)                                                 (15,598)                                         32,664                                  125,536                               133,282



              Net (income) loss attributable to noncontrolling interests           1,745                                           (508)                                   2,447                               (2,457)




              Net income (loss) attributable to Cooper-Standard                           $
              (13,853)                                          $
       32,156                                   $
          127,983    $
         130,825
    Holdings Inc.






              Weighted average shares outstanding



              Basic                                                           16,880,736                                      17,828,358                               17,240,366                            17,939,544



              Diluted                                                         16,880,736                                      18,209,168                               17,304,794                            18,348,616





              Earnings (loss) per share:



              Basic                                                                         $
              (0.82)                                            $
       1.80                                      $
          7.42       $
         7.29




              Diluted                                                                       $
              (0.82)                                            $
       1.77                                      $
          7.40       $
         7.13


                                                                  
       
         COOPER-STANDARD HOLDINGS INC.


                                                                
       
       CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                  
       
         (Dollar amounts in thousands)


                                                                                                          September 30, 2019                            December 31, 2018

                                                                                                                                                 ---

                                                                                                        (unaudited)



       
                
                  Assets

    ---


       Current assets:



       Cash and cash equivalents                                                                                              $
        323,142                            $
       264,980



       Accounts receivable, net                                                                                     462,244                    418,607



       Tooling receivable                                                                                           158,826                    141,106



       Inventories                                                                                                  178,916                    175,572



       Prepaid expenses                                                                                              32,795                     36,878



       Other current assets                                                                                          71,901                    108,683



       Assets held for sale                                                                                               -                   103,898




       Total current assets                                                                                       1,227,824                  1,249,724



       Property, plant and equipment, net                                                                           961,793                    984,241



       Operating lease right-of-use assets, net                                                                      87,849



       Goodwill                                                                                                     142,104                    143,681



       Intangible assets, net                                                                                        88,325                     99,602



       Other assets                                                                                                 137,552                    145,855



       Total assets                                                                                                         $
        2,645,447                          $
       2,623,103






       
                
                  Liabilities and Equity

    ---


       Current liabilities:



       Debt payable within one year                                                                                            $
        67,419                            $
       101,323



       Accounts payable                                                                                             405,766                    452,320



       Payroll liabilities                                                                                           94,728                     92,604



       Accrued liabilities                                                                                          104,965                     98,907



       Current operating lease liabilities                                                                           24,004



       Liabilities held for sale                                                                                          -                    71,195




       Total current liabilities                                                                                    696,882                    816,349



       Long-term debt                                                                                               736,044                    729,805



       Pension benefits                                                                                             128,409                    138,771



       Postretirement benefits other than pensions                                                                   46,961                     40,901



       Long-term operating lease liabilities                                                                         64,102



       Other liabilities                                                                                             52,644                     37,775




       Total liabilities                                                                                          1,725,042                  1,763,601



       7% Cumulative participating convertible preferred stock                                                            -



       Equity:



       Common stock                                                                                                      17                         17



       Additional paid-in capital                                                                                   488,862                    501,511



       Retained earnings                                                                                            686,714                    576,025



       Accumulated other comprehensive loss                                                                       (277,175)                 (246,088)




       Total Cooper-Standard Holdings Inc. equity                                                                   898,418                    831,465



       Noncontrolling interests                                                                                      21,987                     28,037




       Total equity                                                                                                 920,405                    859,502



       Total liabilities and equity                                                                                         $
        2,645,447                          $
       2,623,103


                                                                                                                  
         
              COOPER-STANDARD HOLDINGS INC.


                                                                                                                
       
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                                      
            
                (Unaudited)


                                                                                                                  
         
              (Dollar amounts in thousands)




                                                                                                                                                                                                  Nine Months Ended September 30,


                                                                                                                                                                                        2019                                                    2018

                                                                                                                                                                                                                                                ---


     Operating Activities:



     Net income                                                                                                                                                                             $
          125,536                                                    $
     133,282



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



     Depreciation                                                                                                                                                                    98,795                                                             98,675



     Amortization of intangibles                                                                                                                                                     13,173                                                             10,596



     Gain on sale of business                                                                                                                                                     (188,180)



     Gain on sale of land                                                                                                                                                                 -                                                          (10,714)



     Impairment charges                                                                                                                                                               4,146



     Share-based compensation expense                                                                                                                                                10,293                                                             14,117



     Equity in earnings of affiliates, net of dividends related to earnings                                                                                                           (847)                                                               160



     Loss on refinancing and extinguishment of debt                                                                                                                                       -                                                               770



     Deferred income taxes                                                                                                                                                           19,576                                                              7,083



     Other                                                                                                                                                                            2,628                                                              1,583



     Changes in operating assets and liabilities                                                                                                                                   (55,213)                                                         (177,548)




     Net cash provided by operating activities                                                                                                                                       29,907                                                             78,004



     Investing activities:



     Capital expenditures                                                                                                                                                         (131,085)                                                         (160,088)



     Acquisition of businesses, net of cash acquired                                                                                                                                  (452)                                                          (98,673)



     Proceeds from sale of business                                                                                                                                                 243,362



     Proceeds from sale of fixed assets and other                                                                                                                                     2,084                                                              8,173




     Net cash provided by (used in) investing activities                                                                                                                            113,909                                                          (250,588)



     Financing activities:



     Principal payments on long-term debt                                                                                                                                           (3,556)                                                           (2,928)



     (Decrease) increase in short-term debt, net                                                                                                                                   (32,737)                                                             3,554



     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                                                                                                               (2,757)                                                          (11,571)



     Contribution from noncontrolling interests and other                                                                                                                             2,132                                                               (88)




     Net cash used in financing activities                                                                                                                                         (78,265)                                                          (57,008)



     Effects of exchange rate changes on cash, cash equivalents and restricted cash                                                                                                 (6,997)                                                           (3,045)




     Changes in cash, cash equivalents and restricted cash                                                                                                                           58,554                                                          (232,637)



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




     Cash, cash equivalents and restricted cash at end of period                                                                                                                            $
          325,953                                                    $
     285,824






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


                                                                                                                                                                                         
          
              Balance as of


                                                                                                                                                                          September 30, 2019                                      December 31, 2018

                                                                                                                                                                                                                                                ---


     Cash and cash equivalents                                                                                                                                                              $
          323,142                                                    $
     264,980



     Restricted cash included in other current assets                                                                                                                                    12                                                                 18



     Restricted cash included in other assets                                                                                                                                         2,799                                                              2,401



     Total cash, cash equivalents and restricted cash shown in the statement of cash flows                                                                                                  $
          325,953                                                    $
     267,399

Non-GAAP Measures

EBITDA, adjusted EBITDA, adjusted net income (loss), adjusted earnings (loss) 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 (loss), adjusted earnings (loss) 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 (loss) adjusted to reflect income tax expense (benefit), 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 (loss) is defined as net income (loss) 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 (loss) per share is defined as adjusted net income (loss) 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 (loss), adjusted earnings (loss) per share, net debt and free cash flow as supplements to, and not as alternatives for, net income (loss), 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 (loss), adjusted earnings (loss) 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 (loss), adjusted earnings (loss) 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 (loss), 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 (loss) 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 (loss) 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 (loss):




                                                                                                                                Three Months Ended September 30,                         Nine Months Ended September 30,


                                                                                                                   2019                               2018                 2019                          2018

                                                                                                                                                                                                       ---


     Net income (loss) attributable to Cooper-Standard Holdings Inc.                                                   $
              (13,853)                                    $
      32,156                                $
              127,983    $
       130,825



     Income tax expense (benefit)                                                                                (574)                                           (1,190)                           45,996                             19,831



     Interest expense, net of interest income                                                                   10,351                                              9,983                            33,858                             29,756



     Depreciation and amortization                                                                              37,495                                             36,098                           111,968                            109,271




     EBITDA                                                                                                              $
              33,419                                     $
      77,047                                $
              319,805    $
       289,683



     Gain on sale of business (1)                                                                                1,730                                                                           (188,180)



     Restructuring charges                                                                                       5,572                                              2,703                            29,214                             19,841



     Impairment charges (2)                                                                                      1,958                                                                               4,146



     Project costs (3)                                                                                             335                                                                               2,003



     Lease termination costs (4)                                                                                   512                                                                               1,003



     Gain on sale of land (5)                                                                                        -                                          (10,714)                                                           (10,714)



     Amortization of inventory write-up (6)                                                                          -                                               535                                                                 535



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




     Adjusted EBITDA                                                                                                     $
              43,526                                     $
      69,571                                $
              167,991    $
       300,115






     Sales                                                                                                              $
              729,021                                    $
      861,653                              $
              2,373,865  $
       2,757,306



     Net income (loss) margin                                                                                    (1.9)
                                                                                                                      %                                     3.7
            %                    5.4
            %                     4.7
            %



     Adjusted EBITDA margin                                                                              6.0
            %                                     8.1
            %                    7.1
            %                    10.9
            %




              (1)              Gain on sale of AVS product line.
                                  Adjustments to the gain recorded in
                                  the third quarter relate primarily
                                  to working capital adjustments.



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



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


                                Loss on refinancing and
                                  extinguishment of debt related to
                                  the applicable amendment of the Term
                                  Loan Facility entered into during

              (7)               such period.


                                                                                                                
              
                Adjusted Net Income (Loss) and Adjusted Earnings (Loss) Per Share

                                                                                                                                                 
              (Unaudited)

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





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




                                                                                                                                                              Three Months Ended September 30,                             Nine Months Ended September 30,


                                                                                                                                            2019                                2018                      2019                     2018

                                                                                                                                                                                                                                 ---


     Net income (loss) attributable to Cooper-Standard Holdings Inc.                                                                              $
              (13,853)                                        $
       32,156                                 $
          127,983   $
        130,825



     Gain on sale of business (1)                                                                                                         1,730                                                                            (188,180)



     Restructuring charges                                                                                                                5,572                                            2,703                               29,214                                19,841



     Impairment charges (2)                                                                                                               1,958                                                                                4,146



     Project costs (3)                                                                                                                      335                                                                                2,003



     Lease termination costs (4)                                                                                                            512                                                                                1,003



     Gain on sale of land (5)                                                                                                                 -                                        (10,714)                                                                 (10,714)



     Amortization of inventory write-up (6)                                                                                                   -                                             535                                                                       535



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



     Tax impact of adjusting items (8)                                                                                                  (1,435)                                           1,486                               35,890                               (1,010)



     Impact of U.S. tax reform (9)                                                                                                            -                                         (7,070)                                                                  (7,070)




     Adjusted net income (loss)                                                                                                                    $
              (5,181)                                        $
       19,096                                  $
          12,059   $
        133,177






     Weighted average shares outstanding:



     Basic                                                                                                                           16,880,736                                       17,828,358                           17,240,366                            17,939,544



     Diluted                                                                                                                         16,880,736                                       18,209,168                           17,304,794                            18,348,616





     Earnings (loss) per share:



     Basic                                                                                                                                          $
              (0.82)                                          $
       1.80                                    $
          7.42      $
        7.29




     Diluted                                                                                                                                        $
              (0.82)                                          $
       1.77                                    $
          7.40      $
        7.13






     Adjusted earnings (loss) per share:



     Basic                                                                                                                                          $
              (0.31)                                          $
       1.07                                    $
          0.70      $
        7.42




     Diluted                                                                                                                                        $
              (0.31)                                          $
       1.05                                    $
          0.70      $
        7.26




              (1)              Gain on sale of AVS product line.
                                  Adjustments to the gain recorded in
                                  the third quarter relate primarily
                                  to working capital adjustments.



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



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


                                Loss on refinancing and
                                  extinguishment of debt related to
                                  the applicable amendment of the Term
                                  Loan Facility entered into during

              (7)               such period.


                                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

              (8)               charges were incurred.


                                Tax impact of adjustments recorded to
                                  the transition tax on undistributed
                                  foreign earnings and the tax effect
                                  of adjusting deferred taxes for the
                                  Tax Cuts and Jobs Act enacted into

              (9)               law on December 22, 2017.


                                                                      
        
                Free Cash Flow

                                                                        
              (Unaudited)

                                                                     
        (Dollar amounts in thousands)





      The following table defines free cash flow:




                                                                        Three Months Ended September 30,                   Nine Months Ended September 30,


                                                              2019                      2018             2019                     2018

                                                                                                                                ---


     Net cash provided by (used in) operating activities          $
        38,873                               $
     (20,307)                                     $
        29,907    $
        78,004



     Capital expenditures                                (35,589)                             (53,389)                   (131,085)                              (160,088)




     Free cash flow                                                $
        3,284                               $
     (73,696)                                  $
        (101,178) $
        (82,084)

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SOURCE Cooper-Standard Holdings Inc.