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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) – August 3, 2023
 
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 August 3, 2023, Cooper-Standard Holdings Inc. (the “Company”) issued a press release regarding its results of operations and financial condition for the second quarter ended June 30, 2023, and will host a conference call to discuss those preliminary results on August 4, 2023 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 August 3, 2023
    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/ JONATHAN P. BANAS
Name:Jonathan P. Banas
Title:
Executive Vice President and Chief Financial Officer
Date: August 4, 2023




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Strong Sales Growth and Continuing Margin Improvement Highlight
Cooper Standard's Second Quarter 2023 Results


NORTHVILLE, Mich., August 3, 2023 -- Cooper-Standard Holdings Inc. (NYSE: CPS) today reported results for the second quarter 2023.

Second Quarter 2023 Summary
•Sales totaled $723.7 million, an increase of 19.4% compared to second quarter 2022
•Gross profit totaled $77.7 million, an increase of 405.4% compared to second quarter 2022
•Net loss of $27.8 million, or $(1.61) per diluted share, reflected an improvement of $5.4 million vs. the second quarter 2022
•Adjusted EBITDA of $47.9 million, or 6.6% of sales, increased by $58.3 million vs. the second quarter 2022
•Net new business awards of $84.9 million, including $36.4 million related to new electric vehicle programs
“Our second quarter results reflect continuing world-class operational execution and performance, improved and more stable production volumes, and the continuing implementation of our enhanced commercial agreements,” said Jeffrey Edwards, chairman and CEO, Cooper Standard. “We believe these positive trends and margin expansion will continue through the second half of the year, putting us on track to achieve full year results in line with our initial 2023 guidance.”

Consolidated Results
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(dollar amounts in millions except per share amounts)
Sales$723.7 $605.9 $1,406.2 $1,218.9 
Net loss
$(27.8)$(33.2)$(158.2)$(94.6)
Adjusted net loss$(20.0)$(58.5)$(66.1)$(109.9)
Loss per diluted share
$(1.61)$(1.93)$(9.15)$(5.51)
Adjusted loss per diluted share
$(1.15)$(3.40)$(3.83)$(6.40)
Adjusted EBITDA
$47.9 $(10.4)$60.4 $(10.2)
The year-over-year increase in second quarter sales was primarily attributable to favorable volume and mix as well as realized recoveries of material cost inflation, which are reflected in customer price adjustments. These were partially offset by foreign exchange.

Net loss for the second quarter 2023 was $27.8 million, including restructuring charges of $8.5 million and other special items. Net loss for the second quarter 2022 was $33.2 million, including restructuring charges of $3.5 million and other special items. Adjusted net loss, which excludes restructuring, other special items and their related tax impact, was $20.0 million in the second quarter 2023 compared to adjusted net loss of $58.5 million in the second quarter of 2022. The year-over-year improvement was primarily due to improved volume and mix and
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favorable price adjustments, partially offset by higher interest expense, continuing inflationary pressure, including higher labor and energy costs, and unfavorable foreign exchange.

Adjusted EBITDA for the second quarter of 2023 was $47.9 million compared to $(10.4) million in the second quarter of 2022. The year-over-year improvement was primarily due to improved volume and mix, favorable price adjustments, and savings generated from lean manufacturing and purchasing initiatives. These items were partially offset by continuing inflationary pressures, including higher labor and energy costs, and unfavorable foreign exchange.

Adjusted net loss, adjusted EBITDA and adjusted 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.

Automotive 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 customers and capitalize on positive trends associated with electric vehicles. During the second quarter of 2023, the Company received total net new business awards representing $84.9 million in incremental anticipated future annualized sales. The total included $36.4 million in net new business awards on electric vehicle platforms.

Segment Results of Operations

Sales
Three Months Ended June 30,Variance Due To:
20232022ChangeVolume / Mix*Foreign Exchange
(dollar amounts in thousands)
Sales to external customers
North America$368,810 $331,687 $37,123 $39,691 $(2,568)
Europe177,897 126,287 51,610 47,513 4,097 
Asia Pacific111,222 85,779 25,443 31,750 (6,307)
South America33,514 26,261 7,253 7,460 (207)
Total Automotive691,443 570,014 121,429 126,414 (4,985)
Corporate, eliminations and other32,297 35,903 (3,606)(3,905)299 
Consolidated sales$723,740 $605,917 $117,823 $122,509 $(4,686)
* Net of customer price adjustments, including recoveries
•Volume and mix, net of customer price adjustments including recoveries, was mainly driven by vehicle production volume increases due to the stabilization of the supply environment and elimination of prior year COVID-19 related restrictions in China.
•The impact of foreign currency exchange was primarily related to the Chinese Renminbi, Euro and Canadian Dollar.


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Adjusted EBITDA
Three Months Ended June 30,Variance Due To:
20232022ChangeVolume/ Mix*Foreign ExchangeCost (Increases)/ Decreases
(dollar amounts in thousands)
Segment adjusted EBITDA
North America$23,849 $15,441 $8,408 $11,632 $(8,280)$5,056 
Europe16,260 (15,316)31,576 31,036 (1,559)2,099 
Asia Pacific7,194 (7,799)14,993 9,700 2,093 3,200 
South America3,375 (1,298)4,673 2,194 1,679 800 
Total Automotive50,678 (8,972)59,650 54,562 (6,067)11,155 
Corporate, eliminations and other(2,739)(1,402)(1,337)615 100 (2,052)
Consolidated adjusted EBITDA$47,939 $(10,374)$58,313 $55,177 $(5,967)$9,103 
* Net of customer price adjustments, including recoveries
•Volume and mix, net of customer price adjustments including recoveries, was driven by vehicle production volume increases due to the stabilization of the supply environment and elimination of prior year COVID-19 related restrictions in China.
•The impact of foreign currency exchange was primarily related to the Mexican Peso, Canadian Dollar and Polish Zloty.
•The Cost (Increases) / Decreases category above includes:
◦Commodity cost and inflationary economics; and
◦Manufacturing and purchasing savings through lean initiatives.

Cash and Liquidity

As of June 30, 2023, Cooper Standard had cash and cash equivalents totaling $73.1 million. Total liquidity, including availability under the Company's amended senior asset-based revolving credit facility, was $229.6 million at the end of the second quarter 2023. The amended senior asset-based revolving credit facility was undrawn at quarter end.

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 global light vehicle production anticipate continued modest growth through the remainder of the year. The Company expects to leverage incremental production volumes to drive further operating efficiencies. In addition, the Company expects to successfully conclude certain remaining commercial negotiations in the third quarter to drive additional inflation recovery and positive, sustainable price adjustments. As a result, the Company anticipates delivering further top line growth and margin expansion in the second half of the year. For the full year, Company management expects results for Sales and Adjusted EBITDA will be in line with the initial 2023 guidance it provided in February.
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Initial 2023 Guidance1
(February 2023)
Current 2023 Guidance
Sales
$2.6 - $2.8 billion
$2.6 - $2.8 billion
Adjusted EBITDA2
$150 - $175 million
$150 - $175 million
Capital Expenditures
$70 - $80 million$70 - $80 million
Cash Restructuring
$35 - $40 million$20 - $25 million
Cash Interest$50 - $55 million$50 - $55 million
Net Cash Taxes
$10 - $20 million
$10 - $20 million
Key Light Vehicle Productions Assumptions (Units)
  North America15.1  million 15.5 million
  Europe16.5  million 17.4 million
  Greater China26.6  million 26.6 million
  South America3.0  million 2.8 million

1 Guidance is representative of management's estimates and expectations as of the date it is published. Current guidance as presented in this press release considers July 2023 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 August 4, 2023 at 9 a.m. ET to discuss its second quarter 2023 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 877-870-4263 (international callers dial 412-317-0790) 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 23,000 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 Twitter @CooperStandard.

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws, and
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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, including commodity cost increases and disruptions related to the war in Ukraine and the COVID-related lockdowns in China; 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; the impact, and expected continued impact, of the COVID-19 outbreak on our financial condition and results of operations; significant risks to our liquidity presented by the COVID-19 pandemic risk; 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 through our Advanced Technology Group; 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; 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; work stoppages or other labor disruptions with our employees or our customers’ employees; 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.
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Contact for Analysts:Contact for Media:
Roger Hendriksen
Chris 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 June 30,Six Months Ended June 30,
 2023202220232022
Sales$723,740 $605,917 $1,406,198 $1,218,901 
Cost of products sold646,026 590,541 1,286,656 1,181,983 
Gross profit77,714 15,376 119,542 36,918 
Selling, administration & engineering expenses54,605 52,282 106,694 104,186 
Gain on sale of fixed assets, net— (33,391)— (33,391)
Amortization of intangibles1,672 1,737 3,479 3,483 
Restructuring charges8,499 3,482 10,878 11,313 
Impairment charges654 3 654 458 
Operating profit (loss)12,284 (8,737)(2,163)(49,131)
Interest expense, net of interest income(34,034)(18,454)(64,254)(36,631)
Equity in earnings (losses) of affiliates656 (3,446)458 (4,802)
Loss on refinancing and extinguishment of debt— — (81,885)— 
Other expense, net(2,561)(1,509)(6,565)(2,720)
Loss before income taxes(23,655)(32,146)(154,409)(93,284)
Income tax expense4,765 2,005 5,123 2,657 
Net loss(28,420)(34,151)(159,532)(95,941)
Net loss attributable to noncontrolling interests591 904 1,336 1,334 
Net loss attributable to Cooper-Standard Holdings Inc.$(27,829)$(33,247)$(158,196)$(94,607)
Weighted average shares outstanding
Basic17,334,918 17,189,128 17,282,462 17,162,915 
Diluted17,334,918 17,189,128 17,282,462 17,162,915 
Loss per share:
Basic$(1.61)$(1.93)$(9.15)$(5.51)
Diluted$(1.61)$(1.93)$(9.15)$(5.51)
        














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COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
June 30, 2023December 31, 2022
  (unaudited)
Assets
Current assets:
Cash and cash equivalents$73,063 $186,875 
Accounts receivable, net390,033 358,700 
Tooling receivable, net94,579 95,965 
Inventories172,999 157,756 
Prepaid expenses25,779 31,170 
Income tax receivable and refundable credits13,315 13,668 
Other current assets114,108 101,515 
Total current assets883,876 945,649 
Property, plant and equipment, net624,073 642,860 
Operating lease right-of-use assets, net87,341 94,571 
Goodwill142,114 142,023 
Intangible assets, net43,702 47,641 
Other assets89,713 90,785 
Total assets$1,870,819 $1,963,529 
Liabilities and Equity
Current liabilities:
Debt payable within one year$49,813 $54,130 
Accounts payable357,682 338,210 
Payroll liabilities106,865 99,029 
Accrued liabilities141,956 119,463 
Current operating lease liabilities19,099 20,786 
Total current liabilities675,415 631,618 
Long-term debt1,012,289 982,054 
Pension benefits101,369 98,481 
Postretirement benefits other than pensions31,163 31,014 
Long-term operating lease liabilities72,156 77,617 
Other liabilities40,130 41,553 
Total liabilities1,932,522 1,862,337 
Equity:
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,262,362 shares issued and 17,196,553 shares outstanding as of June 30, 2023, and 19,173,838 shares issued and 17,108,029 outstanding as of December 31, 202217 17 
Additional paid-in capital509,106 507,498 
Retained deficit(348,027)(189,831)
Accumulated other comprehensive loss(215,325)(209,971)
Total Cooper-Standard Holdings Inc. equity(54,229)107,713 
Noncontrolling interests(7,474)(6,521)
Total equity(61,703)101,192 
Total liabilities and equity$1,870,819 $1,963,529 
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COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands) 
 Six Months Ended June 30,
 20232022
Operating Activities:
Net loss$(159,532)$(95,941)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation52,319 60,062 
Amortization of intangibles3,479 3,483 
Gain on sale of fixed assets, net— (33,391)
Impairment charges654 458 
Share-based compensation expense2,705 1,625 
Equity in losses of affiliates, net of dividends related to earnings720 7,804 
Loss on refinancing and extinguishment of debt81,885 — 
Payment-in-kind interest27,500 — 
Deferred income taxes20 (5,096)
Other2,376 1,178 
Changes in operating assets and liabilities5,024 59,583 
Net cash provided by (used in) operating activities17,150 (235)
Investing activities:
Capital expenditures(46,760)(44,278)
Proceeds from sale of fixed assets— 52,633 
Other1,638 32 
Net cash (used in) provided by investing activities(45,122)8,387 
Financing activities:
Proceeds from issuance of long-term debt, net of debt issuance costs925,020 — 
Repayment and refinancing of long-term debt(927,046)— 
Principal payments on long-term debt(949)(2,536)
Decrease in short-term debt, net(1,240)(1,666)
Debt issuance costs and other fees(74,376)— 
Taxes withheld and paid on employees' share-based payment awards(209)(526)
Other(238)651 
Net cash used in financing activities(79,038)(4,077)
Effects of exchange rate changes on cash, cash equivalents and restricted cash(4,565)7,103 
Changes in cash, cash equivalents and restricted cash(111,575)11,178 
Cash, cash equivalents and restricted cash at beginning of period192,807 251,128 
Cash, cash equivalents and restricted cash at end of period$81,232 $262,306 
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:
Balance as of
June 30, 2023December 31, 2022
Cash and cash equivalents$73,063 $186,875 
Restricted cash included in other current assets6,550 4,650 
Restricted cash included in other assets1,619 1,282 
Total cash, cash equivalents and restricted cash$81,232 $192,807 
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Non-GAAP 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 Measures

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

The following table provides a reconciliation of EBITDA and adjusted EBITDA from net loss:
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net loss attributable to Cooper-Standard Holdings Inc.$(27,829)$(33,247)$(158,196)$(94,607)
Income tax expense4,765 2,005 5,123 2,657 
Interest expense, net of interest income34,034 18,454 64,254 36,631 
Depreciation and amortization27,816 31,412 55,798 63,545 
EBITDA$38,786 $18,624 $(33,021)$8,226 
Restructuring charges 8,499 3,482 10,878 11,313 
Deconsolidation of joint venture (1)
— — — 2,257 
Impairment charges (2)
654 3 654 458 
Gain on sale of fixed assets, net (3)
— (33,391)— (33,391)
Indirect tax adjustments (4)
— 908 — 908 
Loss on refinancing and extinguishment of debt (5)
— — 81,885 — 
Adjusted EBITDA$47,939 $(10,374)$60,396 $(10,229)
Sales$723,740 $605,917 $1,406,198 $1,218,901 
Net loss margin(3.8)%(5.5)%(11.2)%(7.8)%
Adjusted EBITDA margin6.6 %(1.7)%4.3 %(0.8)%
(1)Loss attributable to deconsolidation of a joint venture in the Asia Pacific region, which required adjustment to fair value.
(2)Non-cash impairment charges in 2023 related to certain assets in Asia Pacific and non-cash impairment charges in 2022 related to idle assets in Europe.
(3)In the first quarter of 2022, the Company signed a sale-leaseback agreement on one of its European facilities, and a gain was recognized in the second quarter of 2022.
(4)Impact of prior period indirect tax adjustments.
(5)Loss on refinancing and extinguishment of debt relating to the Refinancing Transactions.











    
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Adjusted Net Loss and Adjusted Loss Per Share
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
The following table provides a reconciliation of net loss to adjusted net loss and the respective loss per share amounts:
 Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net loss attributable to Cooper-Standard Holdings Inc.$(27,829)$(33,247)$(158,196)$(94,607)
Restructuring charges8,499 3,482 10,878 11,313 
Deconsolidation of joint venture (1)
— — — 2,257 
Impairment charges (2)
654 3 654 458 
Gain on sale of fixed assets, net (3)
— (33,391)— (33,391)
Indirect tax adjustments (4)
— 908 — 908 
Loss on refinancing and extinguishment of debt (5)
— — 81,885 — 
Tax impact of adjusting items (6)
(1,284)3,768 (1,355)3,184 
Adjusted net loss$(19,960)$(58,477)$(66,134)$(109,878)
Weighted average shares outstanding:
Basic17,334,918 17,189,128 17,282,462 17,162,915 
Diluted17,334,918 17,189,128 17,282,462 17,162,915 
Loss per share:
Basic$(1.61)$(1.93)$(9.15)$(5.51)
Diluted$(1.61)$(1.93)$(9.15)$(5.51)
Adjusted loss per share:
Basic$(1.15)$(3.40)$(3.83)$(6.40)
Diluted$(1.15)$(3.40)$(3.83)$(6.40)

(1)Loss attributable to deconsolidation of a joint venture in the Asia Pacific region, which required adjustment to fair value.
(2)Non-cash impairment charges in 2023 related to certain assets in Asia Pacific and non-cash impairment charges in 2022 related to idle assets in Europe.
(3)In the first quarter of 2022, the Company signed a sale-leaseback agreement on one of its European facilities, and a gain was recognized in the second quarter of 2022.
(4)Impact of prior period indirect tax adjustments.
(5)Loss on refinancing and extinguishment of debt relating to the Refinancing Transactions.
(6)Represents the elimination of the income tax impact of the above adjustments by calculating the income tax impact of these adjusting items using the appropriate tax rate for the jurisdiction where the charges were incurred and other discrete tax expense.


Free Cash Flow
(Unaudited)
(Dollar amounts in thousands)
The following table defines free cash flow:
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net cash (used in) provided by operating activities$(13,229)$11,978 $17,150 $(235)
Capital expenditures
(17,497)(11,964)(46,760)(44,278)
Free cash flow
$(30,726)$14 $(29,610)$(44,513)
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v3.23.2
Cover Page
Aug. 03, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 03, 2023
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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Cooper Standard (NYSE:CPS)
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