0001320461false00013204612024-10-312024-10-310001320461us-gaap:CommonStockMember2024-10-312024-10-310001320461us-gaap:PreferredStockMember2024-10-312024-10-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) – October 31, 2024
 
COOPER-STANDARD HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware001-3612720-1945088
(State or other jurisdiction
 of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
40300 Traditions Drive,
Northville
Michigan
48168
(Address of principal executive offices)
(Zip code)

Registrant’s telephone number, including area code (248) 596-5900 
Check the appropriate box below in the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareCPSNew York Stock Exchange
Preferred Stock Purchase Rights-New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐





Item 2.02 Results of Operations and Financial Condition.
On October 31, 2024, Cooper-Standard Holdings Inc. (the “Company”) issued a press release regarding its results of operations and financial condition for the third quarter ended September 30, 2024, and will host a conference call to discuss those preliminary results on November 1, 2024 at 9 a.m. ET. The press release is furnished as Exhibit 99 hereto and incorporated by reference herein.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished pursuant to Item 9.01 of Form 8-K:
    Exhibit 99        Press release dated October 31, 2024
    Exhibit 104        The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.



























SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Cooper-Standard Holdings Inc.
 
/S/ MARYANN PETERSON KANARY
Name:MaryAnn Peterson Kanary
Title:
Senior Vice President, Chief Legal Officer and Secretary
Date: November 1, 2024



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Cooper Standard Reports Third Quarter Results;
Continuing Lean Initiatives Delivering Cost Savings as Planned

NORTHVILLE, Mich., October 31, 2024 -- 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,
2024202320242023
(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.

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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:
20242023ChangeVolume/Mix*Foreign ExchangeDivestitures
(dollar amounts in thousands)
Sales to external customers
Sealing systems$353,365 $370,958 $(17,593)$(15,279)$(2,314)$— 
Fluid handling systems313,739 341,817 (28,078)(26,795)(1,283)— 
Total for reportable segments$667,104 $712,775 $(45,671)$(42,074)$(3,597)$— 
Corporate, eliminations and other18,249 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.


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Adjusted EBITDA
Three Months Ended September 30,Variance Due To:
20242023ChangeVolume/Mix*Foreign ExchangeCost 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 systems23,089 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.











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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 America15.8  million 15.5  million 
  Europe17.4  million 17.1  million 
  Greater China28.9  million 29.3  million 
  South America3.0  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.

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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.

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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 HendriksenChris Andrews
Cooper StandardCooper Standard
(248) 596-6465(248) 596-6217
roger.hendriksen@cooperstandard.com
candrews@cooperstandard.com

Financial statements and related notes follow:

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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,
 2024202320242023
Sales$685,353 $736,038 $2,070,140 $2,142,236 
Cost of products sold609,041 629,504 1,849,245 1,916,160 
Gross profit76,312 106,534 220,895 226,076 
Selling, administration & engineering expenses49,698 49,834 157,472 156,528 
Loss on sale of businesses, net— 334 — 334 
Amortization of intangibles1,628 1,662 4,894 5,141 
Restructuring charges1,516 2,046 20,430 12,924 
Impairment charges— — — 654 
Operating income23,470 52,658 38,099 50,495 
Interest expense, net of interest income(29,125)(33,803)(87,041)(98,057)
Equity in earnings of affiliates1,258 682 4,830 1,140 
Loss on refinancing and extinguishment of debt— — — (81,885)
Pension settlement credit (charge)2,216 — (44,571)— 
Other expense, net(5,851)(3,816)(14,629)(10,381)
(Loss) income before income taxes(8,032)15,721 (103,312)(138,688)
Income tax expense2,861 4,338 15,072 9,461 
Net (loss) income(10,893)11,383 (118,384)(148,149)
Net (income) loss attributable to noncontrolling interests(164)(20)(576)1,316 
Net (loss) income attributable to Cooper-Standard Holdings Inc.$(11,057)$11,363 $(118,960)$(146,833)
Weighted average shares outstanding:
Basic17,612,001 17,427,082 17,546,292 17,331,199 
Diluted17,612,001 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)
            













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COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands except share amounts)
September 30, 2024December 31, 2023
  (unaudited)
Assets
Current assets:
Cash and cash equivalents$107,734 $154,801 
Accounts receivable, net386,225 380,562 
Tooling receivable, net72,712 80,225 
Inventories177,245 146,846 
Prepaid expenses33,253 28,328 
Value added tax receivable54,753 69,684 
Other current assets40,114 40,140 
Total current assets872,036 900,586 
Property, plant and equipment, net565,380 608,431 
Operating lease right-of-use assets, net90,244 91,126 
Goodwill140,727 140,814 
Intangible assets, net35,758 40,568 
Other assets93,393 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 payable332,233 334,578 
Payroll liabilities111,453 132,422 
Accrued liabilities135,904 116,954 
Current operating lease liabilities19,433 18,577 
Total current liabilities648,190 653,243 
Long-term debt1,058,004 1,044,736 
Pension benefits100,882 100,578 
Postretirement benefits other than pensions28,147 28,940 
Long-term operating lease liabilities74,437 76,482 
Other liabilities50,928 58,053 
Total liabilities1,960,588 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, 202317 17 
Additional paid-in capital515,927 512,164 
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 $1,872,299 
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COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands) 
 Nine Months Ended September 30,
 20242023
Operating activities:
Net loss$(118,384)$(148,149)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation73,358 77,876 
Amortization of intangibles4,894 5,141 
Loss on sale of businesses, net— 334 
Impairment charges— 654 
Pension settlement charge44,571 — 
Share-based compensation expense7,057 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 interest12,367 44,019 
Deferred income taxes1,889 (586)
Other4,036 3,606 
Changes in operating assets and liabilities(26,942)(32,394)
Net cash provided by operating activities1,647 37,616 
Investing activities:
Capital expenditures(39,014)(63,184)
Proceeds from sale of businesses, net of cash divested— 15,351 
Other287 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 period163,061 192,807 
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, 2024December 31, 2023
Cash and cash equivalents$107,734 $154,801 
Restricted cash included in other current assets7,176 7,244 
Restricted cash included in other assets1,712 1,016 
Total cash, cash equivalents and restricted cash$116,622 $163,061 
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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.
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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,
2024202320242023
Net (loss) income attributable to Cooper-Standard Holdings Inc.$(11,057)$11,363 $(118,960)$(146,833)
Income tax expense2,861 4,338 15,072 9,461 
Interest expense, net of interest income29,125 33,803 87,041 98,057 
Depreciation and amortization25,916 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 margin6.7 %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 our U.S. pension plan.










    
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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,
2024202320242023
Net (loss) income attributable to Cooper-Standard Holdings Inc.$(11,057)$11,363 $(118,960)$(146,833)
Restructuring charges1,516 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:
Basic17,612,001 17,427,082 17,546,292 17,331,199 
Diluted17,612,001 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 our 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,
2024202320242023
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)
12
v3.24.3
Cover Page
Oct. 31, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 31, 2024
Entity Registrant Name COOPER-STANDARD HOLDINGS INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36127
Entity Tax Identification Number 20-1945088
Entity Address, Address Line One 40300 Traditions Drive,
Entity Address, City or Town Northville
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48168
City Area Code 248
Local Phone Number 596-5900
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001320461
Amendment Flag false
Entity Information [Line Items]  
Entity Central Index Key 0001320461
Preferred Stock  
Cover [Abstract]  
Title of 12(b) Security Preferred Stock Purchase Rights
Security Exchange Name NYSE
Entity Information [Line Items]  
Title of 12(b) Security Preferred Stock Purchase Rights
Security Exchange Name NYSE
No Trading Symbol Flag true
Common Stock  
Cover [Abstract]  
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol CPS
Security Exchange Name NYSE
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol CPS
Security Exchange Name NYSE
Cooper Standard (NYSE:CPS)
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