NORTHVILLE, Mich., Oct. 31,
2024 /PRNewswire/ -- Cooper-Standard Holdings Inc.
(NYSE: CPS) today reported results for the third quarter 2024.
Third Quarter 2024 Summary
- Savings of $24.5 million
realized from lean operations and cost initiatives
- Net loss of $11.1 million, or
$(0.63) per diluted share
- Adjusted net loss of $12.0
million, or $(0.68) per
diluted share
- Adjusted EBITDA of $46.1
million, or 6.7% of sales
- Net new business awards totaled $44.0
million
"Our intense focus on lean initiatives and operating efficiency
is driving cost savings as planned," said Jeffrey Edwards, chairman and CEO, Cooper
Standard. "This is helping to offset the headwinds from lower
production volume and unfavorable foreign exchange that have
persisted during the first nine months of the year. We are pleased
that continued operational excellence has enabled us to keep our
full year outlook for profit and cash flow essentially in line with
our original expectations, despite the weaker market
conditions."
Consolidated Results
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
(dollar amounts in
millions except per share amounts)
|
Sales
|
$
685.4
|
|
$
736.0
|
|
$
2,070.1
|
|
$
2,142.2
|
Net (loss)
income
|
$
(11.1)
|
|
$
11.4
|
|
$
(119.0)
|
|
$
(146.8)
|
Adjusted net (loss)
income
|
$
(12.0)
|
|
$
15.0
|
|
$
(53.9)
|
|
$
(51.2)
|
(Loss) income per
diluted share
|
$
(0.63)
|
|
$
0.65
|
|
$
(6.78)
|
|
$
(8.47)
|
Adjusted (loss) income
per diluted share
|
$
(0.68)
|
|
$
0.85
|
|
$
(3.07)
|
|
$
(2.95)
|
Adjusted
EBITDA
|
$
46.1
|
|
$
79.1
|
|
$
126.4
|
|
$
139.5
|
The year-over-year change in third quarter sales was primarily
attributable to the timing of commercial settlements that occurred
in the third quarter of 2023, including approximately $30 million of settlements that were related to
the first and second quarters of 2023, that did not recur at the
same level in the third quarter of 2024. Other factors included
unfavorable foreign exchange and lower production volume and
mix.
Net loss for the third quarter 2024 was $11.1 million, including restructuring charges of
$1.5 million and a pension settlement
credit of $2.2 million. Net income
for the third quarter 2023 was $11.4
million, including restructuring charges of $2.0 million and other special items. Excluding
these special items and their related tax impact, adjusted net loss
was $12.0 million in the third
quarter 2024 compared to adjusted net income of $15.0 million in the third quarter of 2023. The
year-over-year change was primarily due to the timing of commercial
settlements in the third quarter of 2023, unfavorable foreign
exchange, continuing general inflation and lower overall production
volumes. These negative factors were partially offset by the
savings generated from lean manufacturing and purchasing
initiatives, and implemented restructuring actions.
Adjusted EBITDA for the third quarter of 2024 was $46.1 million compared to $79.1 million in
the third quarter of 2023. The year-over-year change was primarily
due to the timing of commercial settlements in the third quarter of
2023, unfavorable foreign exchange, continuing general inflation
and lower overall production volumes. These negative factors were
partially offset by the savings generated from lean manufacturing
and purchasing initiatives, and implemented restructuring
actions.
Adjusted net (loss) income, adjusted EBITDA and adjusted (loss)
income 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.
New Business Awards
The Company continues to leverage its world-class engineering
and manufacturing capabilities, its innovation programs and its
reputation for quality and service to win new business awards with
its OEM customers and capitalize on positive trends associated with
hybrid and battery electric vehicles. During the third quarter of
2024, the Company received net new business awards totaling
$44.0 million in anticipated
future annualized sales. This included $32.3
million of net new business awards on battery electric
vehicle platforms and $7.9 million of
net new business awards on hybrid vehicle platforms.
Segment Results of Operations
Sales
|
Three Months Ended
September 30,
|
|
|
Variance Due
To:
|
|
2024
|
|
2023
|
|
Change
|
|
|
Volume/Mix*
|
|
Foreign
Exchange
|
|
Divestitures
|
|
(dollar amounts in
thousands)
|
Sales to external
customers
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing
systems
|
$ 353,365
|
|
$ 370,958
|
|
$ (17,593)
|
|
|
$ (15,279)
|
|
$
(2,314)
|
|
$
—
|
Fluid handling
systems
|
313,739
|
|
341,817
|
|
(28,078)
|
|
|
(26,795)
|
|
(1,283)
|
|
—
|
Total for reportable
segments
|
$ 667,104
|
|
$ 712,775
|
|
$ (45,671)
|
|
|
$ (42,074)
|
|
$
(3,597)
|
|
$
—
|
Corporate, eliminations
and other
|
18,249
|
|
23,263
|
|
(5,014)
|
|
|
62
|
|
—
|
|
(5,076)
|
Consolidated
|
$ 685,353
|
|
$ 736,038
|
|
$ (50,685)
|
|
|
$ (42,012)
|
|
$
(3,597)
|
|
$
(5,076)
|
* Net of customer price adjustments, including recoveries.
Adjusted EBITDA
|
Three Months Ended
September 30,
|
|
|
Variance Due
To:
|
|
2024
|
|
2023
|
|
Change
|
|
|
Volume/Mix*
|
|
Foreign
Exchange
|
|
Cost Decreases/
(Increases)**
|
|
(dollar amounts in
thousands)
|
Segment adjusted
EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing
systems
|
$
29,904
|
|
$
39,620
|
|
$
(9,716)
|
|
|
$ (16,863)
|
|
$
(6,578)
|
|
$
13,725
|
Fluid handling
systems
|
23,089
|
|
41,292
|
|
(18,203)
|
|
|
(25,670)
|
|
(2,746)
|
|
10,213
|
Total for reportable
segments
|
$
52,993
|
|
$
80,912
|
|
$ (27,919)
|
|
|
$ (42,533)
|
|
$
(9,324)
|
|
$
23,938
|
Corporate, eliminations
and other
|
(6,848)
|
|
(1,809)
|
|
(5,039)
|
|
|
92
|
|
(1,687)
|
|
(3,444)
|
Consolidated
|
$
46,145
|
|
$
79,103
|
|
$ (32,958)
|
|
|
$ (42,441)
|
|
$ (11,011)
|
|
$
20,494
|
|
* Net of customer
price adjustments, including recoveries.
** Net of divestitures and restructuring savings.
|
Additional detail on our quarterly segment variance analyses is
available in our periodic filings with the Securities and Exchange
Commission.
Cash and Liquidity
As of September 30, 2024, Cooper
Standard had cash and cash equivalents totaling $107.7 million. Total liquidity, including
availability under the Company's amended senior asset-based
revolving credit facility, was $280.8
million at the end of the third quarter of 2024.
Based on current expectations for light vehicle production and
customer demand for our products, the Company believes it has
sufficient financial resources to support ongoing operations and
the execution of planned strategic initiatives for the foreseeable
future. These financial resources include current cash on hand,
continuing access to flexible credit facilities, and expected
future positive cash generation.
Outlook
Industry projections for full-year global light vehicle
production in 2024 have been softening since the beginning of the
year and are now slightly lower than levels realized in 2023. While
the Company expects to continue leveraging new program launches and
enhanced commercial agreements to drive growth, inflation and
unfavorable foreign exchange are expected to continue as headwinds.
Despite this continued slow growth environment, the Company expects
the savings from implemented aggressive lean cost structure
initiatives will help drive improvements in profit margins and cash
flow in the fourth quarter of 2024 and continuing into 2025.
Reflecting these market dynamics, the Company has updated its
full-year 2024 guidance as follows:
|
Initial 2024
Guidance1
|
Current 2024
Guidance1
|
Sales
|
$2.8 - $2.9
billion
|
$2.70 - $2.75
billion
|
Adjusted
EBITDA2
|
$180 - $210
million
|
$180 - $195
million
|
Capital
Expenditures
|
$75 - $85
million
|
$45 - $50
million
|
Cash
Restructuring
|
$15 - $20
million
|
$25 - $30
million
|
Net Cash
Interest
|
$70 - $75
million
|
$95 - $100
million
|
Net Cash
Taxes
|
$20 - $25
million
|
$20 - $25
million
|
Key Light Vehicle
Productions Assumptions (Units)
|
|
|
North
America
|
15.8 million
|
15.5 million
|
Europe
|
17.4 million
|
17.1 million
|
Greater
China
|
28.9 million
|
29.3 million
|
South
America
|
3.0 million
|
2.9 million
|
|
1 Guidance is representative of
management's estimates and expectations as of the date it is
published. Initial guidance was first presented in our earnings
press release published on February 15, 2024. Current guidance as
presented in this press release considers October 2024 S&P
Global (IHS Markit) production forecasts for relevant light vehicle
platforms and models, customers' planned 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 (loss) because
full-year net income (loss) 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
(loss) without unreasonable effort.
|
Conference Call Details
Cooper Standard management will host a conference call and
webcast on November 1, 2024 at
9 a.m. ET to discuss its third
quarter 2024 results, provide a general business update and respond
to investor questions. Investors and other interested parties may
listen to the call by accessing the online, real-time webcast
at https://ir.cooperstandard.com/events.
To participate by phone, callers in the United States and Canada can dial toll-free at 800-836-8184
(international callers dial 646-357-8785) and ask to be connected
to the Cooper Standard conference call. Representatives of the
investment community will have the opportunity to ask questions
during Q&A. Participants should dial-in at least five minutes
prior to the start of the call.
A replay of the webcast will be available on the investors'
portion of the Cooper Standard website
(https://ir.cooperstandard.com) shortly after the live event.
About Cooper Standard
Cooper Standard, headquartered in Northville, Mich., with locations in 21
countries, is a leading global supplier of sealing and fluid
handling systems and components. Utilizing our materials science
and manufacturing expertise, we create innovative and sustainable
engineered solutions for diverse transportation and industrial
markets. Cooper Standard's approximately 22,000 employees are at
the heart of our success, continuously improving our business and
surrounding communities. Learn more at www.cooperstandard.com or
follow us on LinkedIn, X, Facebook, Instagram or YouTube.
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: volatility or decline of the
Company's stock price, or absence of stock price appreciation;
impacts and disruptions related to the wars in Ukraine and the Middle East; our ability to achieve commercial
recoveries and to offset the adverse impact of higher commodity and
other costs through pricing and other negotiations with our
customers; work stoppages or other labor disruptions with our
employees or our customers' employees; 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 our diversification strategy; 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 and variable rates of interest; 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;
significant costs related to 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 and regulatory proceedings,
claims or investigations against us; the potential impact of any
future public health events on our financial condition and results
of operations; the ability of our intellectual property to
withstand legal challenges; cyber-attacks, data privacy concerns,
other disruptions in, or the inability to implement upgrades to,
our information technology systems; the possible volatility of our
annual effective tax rate; the possibility of a failure to maintain
effective controls and procedures; the possibility of future
impairment charges to our goodwill and long-lived assets; our
ability to identify, attract, develop and retain a skilled, engaged
and diverse workforce; our ability to procure insurance at
reasonable rates; and 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.
Contact for
Analysts:
|
Contact for
Media:
|
Roger
Hendriksen
|
Chris
Andrews
|
Cooper
Standard
|
Cooper
Standard
|
(248)
596-6465
|
(248)
596-6217
|
roger.hendriksen@cooperstandard.com
|
candrews@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,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Sales
|
$
685,353
|
|
$
736,038
|
|
$
2,070,140
|
|
$
2,142,236
|
Cost of products
sold
|
609,041
|
|
629,504
|
|
1,849,245
|
|
1,916,160
|
Gross
profit
|
76,312
|
|
106,534
|
|
220,895
|
|
226,076
|
Selling,
administration & engineering expenses
|
49,698
|
|
49,834
|
|
157,472
|
|
156,528
|
Loss on sale of
businesses, net
|
—
|
|
334
|
|
—
|
|
334
|
Amortization of
intangibles
|
1,628
|
|
1,662
|
|
4,894
|
|
5,141
|
Restructuring
charges
|
1,516
|
|
2,046
|
|
20,430
|
|
12,924
|
Impairment
charges
|
—
|
|
—
|
|
—
|
|
654
|
Operating
income
|
23,470
|
|
52,658
|
|
38,099
|
|
50,495
|
Interest expense, net
of interest income
|
(29,125)
|
|
(33,803)
|
|
(87,041)
|
|
(98,057)
|
Equity in earnings of
affiliates
|
1,258
|
|
682
|
|
4,830
|
|
1,140
|
Loss on refinancing and
extinguishment of debt
|
—
|
|
—
|
|
—
|
|
(81,885)
|
Pension settlement
credit (charge)
|
2,216
|
|
—
|
|
(44,571)
|
|
—
|
Other expense,
net
|
(5,851)
|
|
(3,816)
|
|
(14,629)
|
|
(10,381)
|
(Loss) income before
income taxes
|
(8,032)
|
|
15,721
|
|
(103,312)
|
|
(138,688)
|
Income tax
expense
|
2,861
|
|
4,338
|
|
15,072
|
|
9,461
|
Net (loss)
income
|
(10,893)
|
|
11,383
|
|
(118,384)
|
|
(148,149)
|
Net (income) loss
attributable to noncontrolling interests
|
(164)
|
|
(20)
|
|
(576)
|
|
1,316
|
Net (loss) income
attributable to Cooper-Standard Holdings Inc.
|
$
(11,057)
|
|
$
11,363
|
|
$
(118,960)
|
|
$
(146,833)
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding:
|
|
|
|
|
|
|
|
Basic
|
17,612,001
|
|
17,427,082
|
|
17,546,292
|
|
17,331,199
|
Diluted
|
17,612,001
|
|
17,560,221
|
|
17,546,292
|
|
17,331,199
|
|
|
|
|
|
|
|
|
(Loss) income per
share:
|
|
|
|
|
|
|
|
Basic
|
$
(0.63)
|
|
$
0.65
|
|
$
(6.78)
|
|
$
(8.47)
|
Diluted
|
$
(0.63)
|
|
$
0.65
|
|
$
(6.78)
|
|
$
(8.47)
|
COOPER-STANDARD
HOLDINGS INC.
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
(Dollar amounts in
thousands except share amounts)
|
|
|
|
|
|
September 30,
2024
|
|
December 31,
2023
|
|
(unaudited)
|
|
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
107,734
|
|
$
154,801
|
Accounts receivable,
net
|
386,225
|
|
380,562
|
Tooling receivable,
net
|
72,712
|
|
80,225
|
Inventories
|
177,245
|
|
146,846
|
Prepaid
expenses
|
33,253
|
|
28,328
|
Value added tax
receivable
|
54,753
|
|
69,684
|
Other current
assets
|
40,114
|
|
40,140
|
Total current
assets
|
872,036
|
|
900,586
|
Property, plant and
equipment, net
|
565,380
|
|
608,431
|
Operating lease
right-of-use assets, net
|
90,244
|
|
91,126
|
Goodwill
|
140,727
|
|
140,814
|
Intangible assets,
net
|
35,758
|
|
40,568
|
Other assets
|
93,393
|
|
90,774
|
Total
assets
|
$
1,797,538
|
|
$
1,872,299
|
|
|
|
|
Liabilities and
Equity
|
|
|
|
Current
liabilities:
|
|
|
|
Debt payable within
one year
|
$
49,167
|
|
$
50,712
|
Accounts
payable
|
332,233
|
|
334,578
|
Payroll
liabilities
|
111,453
|
|
132,422
|
Accrued
liabilities
|
135,904
|
|
116,954
|
Current operating
lease liabilities
|
19,433
|
|
18,577
|
Total current
liabilities
|
648,190
|
|
653,243
|
Long-term
debt
|
1,058,004
|
|
1,044,736
|
Pension
benefits
|
100,882
|
|
100,578
|
Postretirement benefits
other than pensions
|
28,147
|
|
28,940
|
Long-term operating
lease liabilities
|
74,437
|
|
76,482
|
Other
liabilities
|
50,928
|
|
58,053
|
Total
liabilities
|
1,960,588
|
|
1,962,032
|
Equity:
|
|
|
|
Common stock, $0.001
par value, 190,000,000 shares authorized; 19,392,340 shares issued
and 17,326,531 shares outstanding as of September 30, 2024, and
19,263,288 shares issued and 17,197,479 shares outstanding as of
December 31, 2023
|
17
|
|
17
|
Additional paid-in
capital
|
515,927
|
|
512,164
|
Retained
deficit
|
(510,776)
|
|
(391,816)
|
Accumulated other
comprehensive loss
|
(160,272)
|
|
(201,665)
|
Total Cooper-Standard
Holdings Inc. equity
|
(155,104)
|
|
(81,300)
|
Noncontrolling
interests
|
(7,946)
|
|
(8,433)
|
Total
equity
|
(163,050)
|
|
(89,733)
|
Total liabilities and
equity
|
$
1,797,538
|
|
$
1,872,299
|
COOPER-STANDARD
HOLDINGS INC.
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Unaudited)
|
(Dollar amounts in
thousands)
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
Operating
activities:
|
|
|
|
Net loss
|
$
(118,384)
|
|
$
(148,149)
|
Adjustments to
reconcile net loss to net cash provided by operating
activities:
|
|
|
Depreciation
|
73,358
|
|
77,876
|
Amortization of
intangibles
|
4,894
|
|
5,141
|
Loss on sale of
businesses, net
|
—
|
|
334
|
Impairment
charges
|
—
|
|
654
|
Pension settlement
charge
|
44,571
|
|
—
|
Share-based
compensation expense
|
7,057
|
|
4,071
|
Equity in (earnings)
losses of affiliates, net of dividends related to
earnings
|
(1,199)
|
|
1,159
|
Loss on refinancing
and extinguishment of debt
|
—
|
|
81,885
|
Payment-in-kind
interest
|
12,367
|
|
44,019
|
Deferred income
taxes
|
1,889
|
|
(586)
|
Other
|
4,036
|
|
3,606
|
Changes in operating
assets and liabilities
|
(26,942)
|
|
(32,394)
|
Net cash provided by
operating activities
|
1,647
|
|
37,616
|
Investing
activities:
|
|
|
|
Capital
expenditures
|
(39,014)
|
|
(63,184)
|
Proceeds from sale of
businesses, net of cash divested
|
—
|
|
15,351
|
Other
|
287
|
|
358
|
Net cash used in
investing activities
|
(38,727)
|
|
(47,475)
|
Financing
activities:
|
|
|
|
Proceeds from issuance
of long-term debt, net of debt issuance costs
|
—
|
|
924,299
|
Repayment and
refinancing of long-term debt
|
—
|
|
(927,046)
|
Principal payments on
long-term debt
|
(1,901)
|
|
(1,613)
|
Borrowings on
revolving credit facility, net
|
—
|
|
120,000
|
Decrease in short-term
debt, net
|
(2,356)
|
|
(1,241)
|
Debt issuance costs
and other fees
|
(1,921)
|
|
(74,376)
|
Taxes withheld and
paid on employees' share-based payment awards
|
(612)
|
|
(214)
|
Other
|
—
|
|
(439)
|
Net cash (used in)
provided by financing activities
|
(6,790)
|
|
39,370
|
Effects of exchange
rate changes on cash, cash equivalents and restricted
cash
|
(2,569)
|
|
(8,307)
|
Changes in cash, cash
equivalents and restricted cash
|
(46,439)
|
|
21,204
|
Cash, cash equivalents
and restricted cash at beginning of period
|
163,061
|
|
192,807
|
Cash, cash equivalents
and restricted cash at end of period
|
$
116,622
|
|
$
214,011
|
|
|
|
|
Reconciliation of cash,
cash equivalents and restricted cash to the condensed consolidated
balance sheets:
|
|
Balance as
of
|
|
September 30,
2024
|
|
December 31,
2023
|
Cash and cash
equivalents
|
$
107,734
|
|
$
154,801
|
Restricted cash
included in other current assets
|
7,176
|
|
7,244
|
Restricted cash
included in other assets
|
1,712
|
|
1,016
|
Total cash, cash
equivalents and restricted cash
|
$
116,622
|
|
$
163,061
|
Non-GAAP Financial Measures
EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net
income (loss), adjusted earnings (loss) per share and free cash
flow are measures not recognized under U.S. GAAP and which exclude
certain non-cash and special items that may obscure trends and
operating performance not indicative of the Company's core
financial activities. Net new business is a measure not recognized
under U.S. GAAP which is a representation of potential incremental
future revenue but which may not fully reflect all external impacts
to future revenue. Management considers EBITDA, adjusted EBITDA,
adjusted EBITDA margin, adjusted net income (loss), adjusted
earnings (loss) per share, free cash flow and net new business 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 EBITDA margin is defined as
adjusted EBITDA as a percentage of sales. 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. 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.
Net new business reflects anticipated sales from formally awarded
programs, less lost business, discontinued programs and
replacement programs and is based on S&P Global (IHS Markit)
forecast production volumes. The calculation of "net new business"
does not reflect customer price reductions on existing programs and
may be impacted by various assumptions embedded in the respective
calculation, including actual vehicle production levels on new
programs, foreign exchange rates and the timing of major program
launches.
When analyzing the Company's operating performance, investors
should use EBITDA, adjusted EBITDA, adjusted EBITDA margin,
adjusted net income (loss), adjusted earnings (loss) per share,
free cash flow and net new business 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,
free cash flow and net new business have limitations as analytical
tools and should not be considered in isolation or as substitutes
for analysis of the Company's results of operations as reported
under U.S. GAAP. Other companies may report EBITDA, adjusted
EBITDA, adjusted EBITDA margin, adjusted net income (loss),
adjusted earnings (loss) per share, free cash flow and net new
business 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 EBITDA margin,
adjusted net income (loss) and free cash flow follow.
Reconciliation of Non-GAAP Financial Measures
EBITDA and Adjusted
EBITDA (Unaudited)
(Dollar amounts in thousands)
|
|
The following table
provides a reconciliation of EBITDA and adjusted EBITDA from net
(loss) income:
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net (loss) income
attributable to Cooper-Standard Holdings Inc.
|
$
(11,057)
|
|
$
11,363
|
|
$
(118,960)
|
|
$
(146,833)
|
Income tax
expense
|
2,861
|
|
4,338
|
|
15,072
|
|
9,461
|
Interest expense, net
of interest income
|
29,125
|
|
33,803
|
|
87,041
|
|
98,057
|
Depreciation and
amortization
|
25,916
|
|
27,219
|
|
78,252
|
|
83,017
|
EBITDA
|
$
46,845
|
|
$
76,723
|
|
$
61,405
|
|
$
43,702
|
Restructuring
charges
|
1,516
|
|
2,046
|
|
20,430
|
|
12,924
|
Impairment charges
(1)
|
—
|
|
—
|
|
—
|
|
654
|
Loss on sale of
businesses, net (2)
|
—
|
|
334
|
|
—
|
|
334
|
Loss on refinancing and
extinguishment of debt (3)
|
—
|
|
—
|
|
—
|
|
81,885
|
Pension settlement
(credit) charge (4)
|
(2,216)
|
|
—
|
|
44,571
|
|
—
|
Adjusted
EBITDA
|
$
46,145
|
|
$
79,103
|
|
$ 126,406
|
|
$ 139,499
|
|
|
|
|
|
|
|
|
Sales
|
$ 685,353
|
|
$ 736,038
|
|
$
2,070,140
|
|
$
2,142,236
|
Net (loss) income
margin
|
(1.6) %
|
|
1.5 %
|
|
(5.7) %
|
|
(6.9) %
|
Adjusted EBITDA
margin
|
6.7 %
|
|
10.7 %
|
|
6.1 %
|
|
6.5 %
|
|
|
(1)
|
Non-cash impairment
charges in 2023 related to certain assets in Asia
Pacific.
|
(2)
|
Loss on sale of
businesses related to divestitures in 2023.
|
(3)
|
Loss on refinancing and
extinguishment of debt relating to refinancing transactions in
2023.
|
(4)
|
Pension credit and
one-time, non-cash pension settlement charge and administrative
fees incurred related to the termination of the Company's
U.S. pension plan.
|
Adjusted Net (Loss)
Income and Adjusted (Loss) Income Per Share
(Unaudited)
(Dollar amounts in
thousands except per share and share amounts)
|
|
The following table
provides a reconciliation of net (loss) income to adjusted net
(loss) income and the respective (loss) income per share
amounts:
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net (loss) income
attributable to Cooper-Standard Holdings Inc.
|
$
(11,057)
|
|
$
11,363
|
|
$
(118,960)
|
|
$
(146,833)
|
Restructuring
charges
|
1,516
|
|
2,046
|
|
20,430
|
|
12,924
|
Impairment charges
(1)
|
—
|
|
—
|
|
—
|
|
654
|
Loss on sale of
businesses, net (2)
|
—
|
|
334
|
|
—
|
|
334
|
Loss on refinancing and
extinguishment of debt (3)
|
—
|
|
—
|
|
—
|
|
81,885
|
Pension settlement
(credit) charge (4)
|
(2,216)
|
|
—
|
|
44,571
|
|
—
|
Tax impact of adjusting
items (5)
|
(255)
|
|
1,210
|
|
68
|
|
(145)
|
Adjusted net (loss)
income
|
$
(12,012)
|
|
$
14,953
|
|
$
(53,891)
|
|
$
(51,181)
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding:
|
|
|
|
|
|
|
|
Basic
|
17,612,001
|
|
17,427,082
|
|
17,546,292
|
|
17,331,199
|
Diluted
|
17,612,001
|
|
17,560,221
|
|
17,546,292
|
|
17,331,199
|
|
|
|
|
|
|
|
|
(Loss) income per
share:
|
|
|
|
|
|
|
|
Basic
|
$
(0.63)
|
|
$
0.65
|
|
$
(6.78)
|
|
$
(8.47)
|
Diluted
|
$
(0.63)
|
|
$
0.65
|
|
$
(6.78)
|
|
$
(8.47)
|
|
|
|
|
|
|
|
|
Adjusted (loss) income
per share:
|
|
|
|
|
|
|
|
Basic
|
$
(0.68)
|
|
$
0.86
|
|
$
(3.07)
|
|
$
(2.95)
|
Diluted
|
$
(0.68)
|
|
$
0.85
|
|
$
(3.07)
|
|
$
(2.95)
|
|
|
(1)
|
Non-cash impairment
charges in 2023 related to certain assets in Asia
Pacific.
|
(2)
|
Loss on sale of
businesses related to divestitures in 2023.
|
(3)
|
Loss on refinancing and
extinguishment of debt relating to refinancing transactions in
2023.
|
(4)
|
Pension credit and
one-time, non-cash pension settlement charge and administrative
fees incurred related to the termination of the Company's
U.S. pension plan.
|
(5)
|
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 and other discrete tax expense.
|
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,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net cash provided by
operating activities
|
$
27,859
|
|
$
20,466
|
|
$
1,647
|
|
$
37,616
|
Capital
expenditures
|
(10,937)
|
|
(16,424)
|
|
(39,014)
|
|
(63,184)
|
Free cash
flow
|
$
16,922
|
|
$
4,042
|
|
$
(37,367)
|
|
$
(25,568)
|
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SOURCE Cooper Standard