Cooper Standard
Cooper-Standard Holdings Inc. (Form: 8-K, Received: 08/03/2017 17:23:37)

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, 2017
 
 
COOPER-STANDARD HOLDINGS INC.
(Exact name of registrant as specified in its charter)
 
 

Delaware
 
001-36127
 
20-1945088
(State or other jurisdiction
 of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
39550 Orchard Hill Place Drive, Novi, Michigan
 
48375
(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))
 
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, 2017, 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, 2017. The press release is attached hereto as Exhibit 99.
The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01      Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished pursuant to Item 9.01 of Form 8-K:
 
                        
          Exhibit 99                Press release dated August 3, 2017.
              




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/ Aleksandra A. Miziolek
Name:
 
Aleksandra A. Miziolek
Title:
 
Senior Vice President, General Counsel
and Secretary
Date: August 3, 2017




EXHIBIT INDEX
 
        
Exhibit
Number
             Exhibit Description

    
99              Press release dated August 3, 2017.
         



CSLOGOHORIZONTALA13.JPG

Cooper Standard Reports Record Sales, Strong Net Income and Record Adjusted EBITDA


NOVI, Mich., August 3, 2017 -- Cooper-Standard Holdings Inc. (NYSE: CPS) today reported results for the second quarter and first half of 2017.

Second Quarter 2017 Highlights

Sales increased 3.4 percent to a record $909.1 million
Net income increased to $40.5 million or $2.14 per diluted share
Adjusted EBITDA increased 4.8 percent to a record $113.8 million
Adjusted net income totaled $49.0 million or $2.60 per diluted share
Second major production order for Fortrex TM awarded

During the second quarter of 2017 , the Company generated strong net income of $40.5 million , or $2.14 per diluted share, and adjusted EBITDA of $113.8 million on sales of $909.1 million . These results compare to net income of $40.2 million , or $2.16 per diluted share, and adjusted EBITDA of $108.6 million on sales of $879.3 million in the second quarter of 2016 . The Company’s adjusted EBITDA as a percent of sales for the second quarter of 2017 increased 20 basis points to 12.5 percent compared to 12.3 percent in the second quarter of 2016 .

“We continue to drive value through culture, innovation and results,” stated Jeffrey Edwards, chairman and CEO of Cooper Standard. “We are attracting and developing diverse talent, supported by our unique culture, launching breakthrough innovations, delivering results by growing in key markets, as well as improving operational efficiency globally.”
 
The Company's second quarter net income, excluding restructuring and other special items (“adjusted net income”), totaled $49.0 million , or $2.60 per diluted share, compared to $52.2 million , or $2.81 per diluted share in the second quarter of 2016. The change in adjusted net income was driven primarily by discrete tax adjustments for excess tax benefits on share-based compensation recorded in the second quarter of 2016.

For the first six months of 2017 , the Company reported net income of $82.2 million , or $4.34 per diluted share, and adjusted EBITDA of $224.8 million on sales of $1.81 billion . By comparison, the Company reported net income of $71.5 million , or $3.83 per diluted share, and adjusted EBITDA of $212.1 million on sales of $1.74 billion in the first six months of 2016 . The Company’s adjusted EBITDA margin for the first six months of 2017 increased 20 basis points to 12.4 percent compared to 12.2 percent in the first six months of 2016 .
 
Adjusted net income for the first six months of 2017 was $104.9 million or $5.54 per diluted share. This compares to adjusted net income of $100.3 million or $5.37 per diluted share in the first six months of 2016 .


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Adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted earnings per share are non-GAAP measures. Definitions of these measures and reconciliations to the most directly comparable financial measures, calculated and presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), are provided in the attached supplemental schedules.

Notable Developments

During the second quarter, Cooper Standard launched 54 new customer programs and was awarded $96.4 million in annual net new business. Among the new business awards, the Company received its second significant production contract for Fortrex TM premium static sealing system products. Fortrex TM is a new, proprietary material science technology that provides significant weight reduction and performance improvements versus traditional EPDM and TPV-based sealing systems.

In addition to the core automotive applications for Fortrex TM , the Company is continuing to pursue a complementary adjacent market strategy for its innovative material science and technologies. During the second quarter, the Company entered into its first agreement to license Fortrex TM technology outside of the automotive industry, which is aligned with the Company's adjacent markets strategy. Successful execution of the adjacent markets strategy is expected, in the long term, to increase return on invested capital by expanding sales opportunities, accelerating the value stream of Fortrex TM and other innovative material science technologies, and further diversifying the revenue and profit base of the Company.

In June, the Company celebrated the opening of a new, state-of-the-art technical testing and prototype center in China. The new facility enhances the Company's ability to provide leading technical support to its customers in the region by increasing in-house design and product validation capabilities, and reducing the time required for new product design and development.

Consolidated Results

Second quarter 2017 sales increased by $29.8 million or 3.4 percent compared to the second quarter of 2016 . The year-over-year variance was largely attributable to net favorable volume and mix, and the impact of acquisitions and divestitures, partially offset by price reductions and the impact of foreign currency exchange rates. Excluding the impact of foreign currency exchange rates, acquisitions and divestitures, sales in the second quarter were $893.2 million, an increase of 1.6 percent over the second quarter 2016 .

Second quarter adjusted EBITDA increased by $5.2 million or 4.8 percent compared to the second quarter of 2016 . The year-over-year variance was primarily attributable to operating efficiencies, the impact of acquisitions and divestitures, and supply chain optimization initiatives, partially offset by unfavorable vehicle production mix, price reductions and higher net compensation-related costs.





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Segment Results

North America

The Company's North America segment reported sales of $481.6 million in the second quarter, an increase of 4.5 percent when compared to $460.7 million in sales reported in the second quarter 2016 . The year-over-year change was largely attributable to favorable volume and mix and the acquisition of AMI Industries' fuel and brake business. Excluding the impact of acquisitions and foreign currency exchange rates, North America segment sales were $466.7 million, which represents organic growth of $6.0 million or 1.3 percent compared to the second quarter of 2016 .

North America segment profit was $64.5 million , or 13.4 percent of sales, in the second quarter. This compared to segment profit of $60.6 million or 13.2 percent of sales in the second quarter 2016 . The year-over-year increase was driven primarily by gains in operating efficiencies and the acquisition of AMI Industries, partially offset by price reductions, unfavorable vehicle production mix and higher net compensation-related costs.

Europe

The Company's Europe segment reported sales of $260.4 million in the second quarter, compared to $282.3 million in the second quarter 2016 . The year-over-year change was primarily attributable to unfavorable volume and mix, foreign exchange and price reductions.

The Europe segment reported a loss of $3.1 million in the second quarter compared to segment profit of $0.7 million in the second quarter of 2016. The year-over-year change was primarily attributable to unfavorable volume and mix, price reductions and the impact of wage and general inflation, partially offset by restructuring savings and improvements in operating efficiency.

Asia Pacific

The Company's Asia Pacific segment reported sales of $140.8 million in the second quarter, an increase of 21.2 percent when compared to sales of $116.2 million in the second quarter 2016 . The year-over-year variance was largely attributable to improved volume and mix, and the consolidation of the Company's sealing joint venture in Guangzhou, China. These items were partially offset by unfavorable foreign exchange and customer price reductions. Excluding the impact of acquisitions and foreign currency exchange rates, Asia Pacific segment sales were $130.2 million, which represents organic growth of $14.0 million or 12.0 percent compared to the second quarter of 2016 .

Asia Pacific segment profit was $4.5 million in the second quarter, compared to $0.5 million in the second quarter 2016 . The year-over-year improvement was driven primarily by increased operating efficiencies, favorable volume and mix, and the consolidation of the Guangzhou joint venture, partially offset by customer price reductions and investments to support growth.


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South America

The Company's South America segment reported sales of $26.2 million in the second quarter, an increase of 30.7 percent when compared to sales of $20.1 million in the second quarter of 2016 . The increase was largely attributable to improved volume and mix and favorable foreign exchange.

The South America segment reported a loss of $3.8 million in the second quarter, compared to a segment loss of $5.6 million in the second quarter of 2016 . The improvement was due largely to increased operating efficiencies and improved volume and mix.

Liquidity and Cash Flow

At June 30, 2017 , Cooper Standard had cash and cash equivalents totaling $400.2 million . Net cash provided by operating activities in the second quarter 2017 was $60.6 million and free cash flow for the quarter (defined as net cash provided by operating activities minus capital expenditures) was $20.7 million .

During the quarter, the Company repurchased 92,409 shares of its outstanding common stock at a cost of $9.3 million.

In addition to cash and cash equivalents, the Company had $179.9 million available under its amended senior asset-based revolving credit facility (“ABL”) for total liquidity of $580.1 million at June 30, 2017 .

Total debt at June 30, 2017 was $752.8 million . Net debt (defined as total debt minus cash and cash equivalents) was $352.6 million . Cooper Standard’s net leverage ratio at June 30, 2017 was 0.8 times trailing 12 months adjusted EBITDA.

During the quarter, Cooper Standard entered into a second amendment to its Term Loan Facility to reduce the interest rate. The lower rate will reduce cash interest expense by approximately $1.5 million annually through the remaining term of the loan.

Outlook

Based on the positive results achieved in the second quarter and year-to-date, the Company is on track to meet previously issued full year guidance ranges. The Company reiterates its full year 2017 guidance as follows:

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Previous Guidance (2/16/2017)
Current Guidance
Sales
$3.48 - $3.53 billion
Unchanged
Adjusted EBITDA Margin 1
12.3% - 12.8%
Unchanged
Capital Expenditures
$165 - $175 million
Unchanged
Cash Restructuring
$45 - $55 million
Unchanged
Effective Tax Rate
26% - 29%
Unchanged
1 Adjusted EBITDA Margin is a non-GAAP financial measure. We do not provide guidance on net income margin. Full-year net income will include special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year end.

Conference Call Details

Cooper Standard management will host a conference call and webcast on August 4, 2017 at 9 a.m. ET to discuss its second quarter 2017 results, provide a general business update and respond to investor questions. A link to the live webcast of the call (listen only) and presentation materials will be available on Cooper Standard's Investor Relations website at www.ir.cooperstandard.com/events.cfm .

To participate by phone, callers in the United States and Canada should dial toll-free 800-949-4315 (international callers dial 678-825-8315) and provide the conference ID 95008494 or ask to be connected to the Cooper Standard conference call. Representatives of the investment community will have the opportunity to ask questions after the presentation. Callers should dial in at least five minutes prior to the start of the call.

Individuals unable to participate during the live call may visit the investors' portion of the Cooper Standard website ( www.ir.cooperstandard.com ) for a replay of the webcast.

About Cooper Standard

Cooper Standard, headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Products include rubber and plastic sealing, fuel and brake lines, fluid transfer hoses and anti-vibration systems. Cooper Standard employs more than 30,000 people globally and operates in 20 countries around the world. For more information, please visit www.cooperstandard.com .

Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Our use of words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “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

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statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. Among other items, such factors may include: prolonged or material contractions in automotive sales and production volumes; our inability to realize sales represented by awarded business; escalating pricing pressures; loss of large customers or significant platforms; our ability to successfully compete in the automotive parts industry; availability and increasing volatility in costs of manufactured components and raw materials; disruption in our supply base; possible variability of our working capital requirements; risks associated with our international operations; foreign currency exchange rate fluctuations; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness; our ability to obtain adequate financing sources in the future; operating and financial restrictions imposed on us under our debt instruments; the underfunding of our pension plans; significant changes in discount rates and the actual return on pension assets; effectiveness of continuous improvement programs and other cost savings plans; manufacturing facility closings or consolidation; our ability to execute new program launches; our ability to meet customers’ needs for new and improved products; the possibility that our acquisitions and divestitures may not be successful; product liability, warranty and recall claims brought against us; laws and regulations, including environmental, health and safety laws and regulations; legal proceedings, claims or investigations against us; work stoppages or other labor disruptions; the ability of our intellectual property to withstand legal challenges; cyber-attacks or other disruptions in our information technology systems; the possible volatility of our annual effective tax rate; the possibility of future impairment charges to our goodwill and long-lived assets; and our dependence on our subsidiaries for cash to satisfy our obligations.
You should not place undue reliance on these forward-looking statements. We undertake no obligation to publicly update or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except where we are expressly required to do so by law.
This press release also contains estimates and other information that is based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information.

CPS_F

Contact for Analysts:
Contact for Media:
Roger Hendriksen
Sharon Wenzl
Cooper Standard
Cooper Standard
(248) 596-6465
(248) 596-6211
roger.hendriksen@cooperstandard.com
sswenzl@cooperstandard.com

Financial statements and related notes follow:



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COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME
(Unaudited)
(Dollar amounts in thousands except per share amounts) 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016 (1)
 
2017
 
2016
Sales
$
909,145

 
$
879,304

 
$
1,811,196

 
$
1,741,801

Cost of products sold
736,905

 
707,343

 
1,468,871

 
1,410,016

Gross profit
172,240

 
171,961

 
342,325

 
331,785

Selling, administration & engineering expenses
86,104

 
92,672

 
173,738

 
176,130

Amortization of intangibles
3,536

 
3,239

 
7,131

 
6,517

Impairment charges

 

 
4,270

 

Restructuring charges
8,323

 
12,206

 
18,311

 
23,038

Other operating loss

 

 

 
155

Operating profit
74,277

 
63,844

 
138,875

 
125,945

Interest expense, net of interest income
(10,293
)
 
(9,995
)
 
(21,532
)
 
(19,747
)
Equity in earnings of affiliates
1,400

 
2,667

 
3,075

 
4,437

Loss on refinancing and extinguishment of debt
(1,020
)
 

 
(1,020
)
 

Other expense, net
(2,184
)
 
(255
)
 
(2,824
)
 
(8,071
)
Income before income taxes
62,180

 
56,261

 
116,574

 
102,564

Income tax expense
20,530

 
16,021

 
32,420

 
30,787

Net income
41,650

 
40,240

 
84,154

 
71,777

Net income attributable to noncontrolling interests
(1,194
)
 
(51
)
 
(1,992
)
 
(265
)
Net income attributable to Cooper-Standard Holdings Inc.
$
40,456

 
$
40,189

 
$
82,162

 
$
71,512

 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
17,863,203

 
17,242,277

 
17,803,430

 
17,342,321

Diluted
18,865,967

 
18,591,647

 
18,919,591

 
18,669,123

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
Basic
$
2.26

 
$
2.33

 
$
4.61

 
$
4.12

Diluted
$
2.14

 
$
2.16

 
$
4.34

 
$
3.83

(1) Certain amounts have been recast due to the adoption of ASU 2016-09.



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COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
 
June 30, 2017
 
December 31, 2016
 
 (unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
400,186

 
$
480,092

Accounts receivable, net
546,522

 
460,503

Tooling receivable
108,155

 
90,974

Inventories
168,397

 
146,449

Prepaid expenses
39,392

 
37,142

Other current assets
89,895

 
81,021

Total current assets
1,352,547

 
1,296,181

Property, plant and equipment, net
886,975

 
832,269

Goodwill
169,304

 
167,441

Intangible assets, net
75,132

 
81,363

Other assets
103,579

 
114,448

Total assets
$
2,587,537

 
$
2,491,702

 
 
 
 
Liabilities and Equity
 
 
 
Current liabilities:
 
 
 
Debt payable within one year
$
29,817

 
$
33,439

Accounts payable
496,162

 
475,426

Payroll liabilities
130,501

 
144,812

Accrued liabilities
108,927

 
105,665

Total current liabilities
765,407

 
759,342

Long-term debt
722,988

 
729,480

Pension benefits
179,922

 
172,950

Postretirement benefits other than pensions
55,300

 
54,225

Other liabilities
46,174

 
53,914

Total liabilities
1,769,791

 
1,769,911

7% Cumulative participating convertible preferred stock

 

Equity:
 
 
 
Common stock
18

 
17

Additional paid-in capital
515,154

 
513,934

Retained earnings
495,190

 
425,972

Accumulated other comprehensive loss
(219,632
)
 
(242,563
)
Total Cooper-Standard Holdings Inc. equity
790,730

 
697,360

Noncontrolling interests
27,016

 
24,431

Total equity
817,746

 
721,791

Total liabilities and equity
$
2,587,537

 
$
2,491,702


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COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands) 
 
 
 
 
 
Six Months Ended June 30,
 
2017
 
2016 (1)
Operating Activities:
 
 
 
Net income
$
84,154

 
$
71,777

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation
57,914

 
53,856

Amortization of intangibles
7,131

 
6,517

Impairment charges
4,270

 

Share-based compensation expense
11,694

 
10,909

Equity in earnings of affiliates, net of dividends related to earnings
2,307

 
(1,415
)
Loss on refinancing and extinguishment of debt
1,020

 

Other
9,829

 
947

Changes in operating assets and liabilities
(114,141
)
 
(27,350
)
Net cash provided by operating activities
64,178

 
115,241

Investing activities:
 
 
 
Capital expenditures
(98,149
)
 
(81,429
)
Loan to affiliate

 
(4,906
)
Acquisition of businesses, net of cash acquired

 
(3,020
)
Proceeds from sale of fixed assets and other
348

 
73

Net cash used in investing activities
(97,801
)
 
(89,282
)
Financing activities:
 
 
 
Principal payments on long-term debt
(11,297
)
 
(4,886
)
Increase in short-term debt, net
541

 
1,331

Restricted cash deposit for overdraft facility

 
(25,000
)
Repurchase of common stock
(7,514
)
 
(23,800
)
Proceeds from exercise of warrants
707

 
413

Taxes withheld and paid on employees' share based payment awards
(11,671
)
 
(4,896
)
Other
(792
)
 
43

Net cash used in financing activities
(30,026
)
 
(56,795
)
Effects of exchange rate changes on cash and cash equivalents
(16,257
)
 
(7,861
)
Changes in cash and cash equivalents
(79,906
)
 
(38,697
)
Cash and cash equivalents at beginning of period
480,092

 
378,243

Cash and cash equivalents at end of period
$
400,186

 
$
339,546

(1) Certain amounts have been recast due to the adoption of ASU 2016-09.


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Non-GAAP Measures
EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings 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. Management considers EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings per share and free cash flow to be key indicators of the Company's operating performance and believes that these and similar measures are widely used by investors, securities analysts and other interested parties in evaluating the Company's performance. In addition, similar measures are utilized in the calculation of the financial covenants and ratios contained in the Company’s financing arrangements and management uses these measures for developing internal budgets and forecasting purposes. EBITDA is defined as net income adjusted to reflect income tax expense, interest expense net of interest income, depreciation and amortization, and adjusted EBITDA is defined as EBITDA further adjusted to reflect certain items that management does not consider to be reflective of the Company's core operating performance. Adjusted EBITDA margin is defined as adjusted EBITDA divided by sales. Adjusted net income is defined as net income adjusted to reflect certain items that management does not consider to be reflective of the Company's core operating performance. Adjusted basic and diluted earnings per share is defined as adjusted net income and adjusted diluted net income, respectively, 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.
When analyzing the Company’s operating performance, investors should use EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings per share and free cash flow as supplements to, and not as alternatives for, net income, operating income, or any other performance measure derived in accordance with U.S. GAAP, and not as an alternative to cash flow from operating activities as a measure of the Company’s liquidity. EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings per share and free cash flow have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of the Company’s results of operations as reported under U.S. GAAP. Other companies may report EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings per share and free cash flow differently and therefore the Company's results may not be comparable to other similarly titled measures of other companies. In addition, in evaluating adjusted EBITDA and adjusted net income, it should be noted that in the future the Company may incur expenses similar to or in excess of the adjustments in the below presentation. This presentation of adjusted EBITDA and adjusted net income should not be construed as an inference that the Company's future results will be unaffected by special items. Reconciliations of EBITDA, adjusted EBITDA, adjusted net income and free cash flow follow.

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Reconciliation of Non-GAAP Measures
EBITDA and Adjusted EBITDA
The following table provides reconciliation of EBITDA and adjusted EBITDA from net income:
(Unaudited; Dollar amounts in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016 (1)
 
2017
 
2016
Net income attributable to Cooper-Standard Holdings Inc.
$
40,456

 
$
40,189

 
$
82,162

 
$
71,512

Income tax expense
20,530

 
16,021

 
32,420

 
30,787

Interest expense, net of interest income
10,293

 
9,995

 
21,532

 
19,747

Depreciation and amortization
33,188

 
30,169

 
65,045

 
60,374

EBITDA
$
104,467

 
$
96,374

 
$
201,159

 
$
182,420

Restructuring charges
8,323

 
12,206

 
18,311

 
23,038

Impairment charges (2)

 

 
4,270

 

Loss on refinancing and extinguishment of debt (3)
1,020

 

 
1,020

 

Secondary offering underwriting fees and other expenses (4)

 

 

 
6,500

Other

 

 

 
155

Adjusted EBITDA
$
113,810

 
$
108,580

 
$
224,760

 
$
212,113

(1)
Certain amounts have been recast due to the adoption of ASU 2016-09.
(2)
Impairment charges related to fixed assets.
(3)
Loss on refinancing and extinguishment of debt related to the May 2017 amendment of the Term Loan Facility.
(4)
Fees and other expenses associated with the March 2016 secondary offering.




    

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Adjusted Net Income and Adjusted Earnings Per Share
The following table provides reconciliation of net income to adjusted net income and the respective earnings per share amounts:
(Unaudited; Dollar amounts in thousands, except per share amounts)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016 (1)
 
2017
 
2016
Net income attributable to Cooper-Standard Holdings Inc.
$
40,456

 
$
40,189

 
$
82,162

 
$
71,512

Restructuring charges
8,323

 
12,206

 
18,311

 
23,038

Impairment charges (2)

 

 
4,270

 

Loss on refinancing and extinguishment of debt (3)
1,020

 

 
1,020

 

Secondary offering underwriting fees and other expenses (4)

 

 

 
6,500

Other

 

 

 
155

Tax impact of adjusting items  (5)
(780
)
 
(206
)
 
(875
)
 
(864
)
Adjusted net income
$
49,019

 
$
52,189

 
$
104,888

 
$
100,341

 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
17,863,203

 
17,242,277

 
17,803,430

 
17,342,321

Diluted
18,865,967

 
18,591,647

 
18,919,591

 
18,669,123

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
Basic
$
2.26

 
$
2.33

 
$
4.61

 
$
4.12

Diluted
$
2.14

 
$
2.16

 
$
4.34

 
$
3.83

 
 
 
 
 
 
 
 
Adjusted earnings per share:
 
 
 
 
 
 
 
Basic
$
2.74

 
$
3.03

 
$
5.89

 
$
5.79

Diluted
$
2.60

 
$
2.81

 
$
5.54

 
$
5.37

(1)
Certain amounts have been recast due to the adoption of ASU 2016-09.
(2)
Impairment charges related to fixed assets.
(3)
Loss on refinancing and extinguishment of debt related to the May 2017 amendment of the Term Loan Facility.
(4)
Fees and other expenses associated with the March 2016 secondary offering.
(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.

Free Cash Flow
The following table defines free cash flow:
(Unaudited; Dollar amounts in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Net cash provided by operating activities
$
60,627

 
$
87,327

 
$
64,178

 
$
115,241

Capital expenditures
(39,879
)
 
(26,339
)
 
(98,149
)
 
(81,429
)
Free cash flow
$
20,748

 
$
60,988

 
$
(33,971
)
 
$
33,812


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