Cooper Standard
Cooper-Standard Holdings Inc. (Form: 8-K, Received: 10/31/2017 17:22:04)

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, 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 October 31, 2017, 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, 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 October 31, 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: October 31, 2017




EXHIBIT INDEX
 
        
Exhibit
Number
             Exhibit Description

    
99              Press release dated October 31, 2017.
         



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Cooper Standard Reports Third Quarter Results;
Raises Sales Guidance, Affirms Midpoint for Full-year Adjusted EBITDA Margin


NOVI, Mich., October 31, 2017 -- Cooper-Standard Holdings Inc. (NYSE: CPS) today reported results for the third quarter 2017.

Third Quarter 2017 Highlights

Sales increased to a third quarter record $869.0 million
Net income totaled $24.6 million or $1.32 per diluted share
Adjusted EBITDA totaled $96.0 million or 11.1 percent of sales
Adjusted net income totaled $39.5 million or $2.11 per diluted share
Net new business awards totaled $108.1 million for the quarter, $345.3 million year-to-date

During the third quarter of 2017 , the Company generated net income of $24.6 million , or $1.32 per diluted share, and adjusted EBITDA of $96.0 million on sales of $869.0 million . These results compare to net income of $36.4 million , or $1.94 per diluted share, and adjusted EBITDA of $100.8 million on sales of $855.7 million in the third quarter of 2016 . The Company’s adjusted EBITDA as a percent of sales for the third quarter of 2017 was 11.1 percent compared to 11.8 percent in the third quarter of 2016 .

“We set a new third quarter record for sales as increases in Europe, Asia and South America more than offset lower sales stemming from reduced light vehicle production in North America,” stated Jeffrey Edwards, chairman and CEO of Cooper Standard. “While customer inventory adjustments in North America adversely impacted our mix and margins for the quarter, we are tracking ahead of our original full-year guidance for sales and in line with our full-year guidance for adjusted EBITDA as a percent of sales.”
 
The Company’s third quarter net income, excluding restructuring and other special items (“adjusted net income”), totaled $39.5 million , or $2.11 per diluted share, compared to $46.5 million , or $2.48 per diluted share in the third quarter of 2016. The change in adjusted net income was driven primarily by weakness in the North American automotive market, which resulted in lower production volumes, unfavorable product mix and price reductions. These were partially offset by savings from continued improvements in operating efficiencies globally.

For the first nine months of 2017 , the Company reported net income of $106.8 million , or $5.67 per diluted share, and adjusted EBITDA of $320.8 million on sales of $2.68 billion . By comparison, the Company reported net income of $107.9 million , or $5.77 per diluted share, and adjusted EBITDA of $312.9 million on sales of $2.60 billion in the first nine months of 2016 . The Company’s adjusted EBITDA margin for the first nine months of 2017 was 12.0 percent, in line with the first nine months of 2016.
 

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Adjusted net income for the first nine months of 2017 was $144.4 million or $7.66 per diluted share. This compares to adjusted net income of $146.9 million or $7.85 per diluted share in the first nine months of 2016 .

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 third quarter, Cooper Standard launched 47 new customer programs and was awarded $108.1 million in annual net new business. For the first nine months of the year, the Company’s annual net new business awards totaled $345.3 million, an increase of 18.2 percent compared to the same period last year.

New contract awards for the Company’s recent product innovations totaled $32 million in the quarter. Since the first quarter of 2016, contract awards for innovation products total $417 million. Commercialized innovation products include: MagAlloy™; ArmorHose™; ArmorHose™ TPV; Gen III Posi-Lock; TP Microdense; and Fortrex™.

In August, Cooper Standard formally opened its new Global Technical Center in Livonia, Mich. This state-of-the-art facility will serve as the hub for the Company’s materials and product innovation endeavors. The optimized facility is dedicated to forward-looking developments and is designed to enhance collaboration and accelerate innovation.

Subsequent to the end of the quarter, Cooper Standard was named a finalist for the Automotive News PACE Award for 2018 for its Fortrex™ lightweight elastomeric material. The 24 th annual PACE (Premier Automotive Suppliers' Contribution to Excellence) Awards honor supplier innovations that have entered the market and are delivering measurable customer benefits.

Consolidated Results

Third quarter 2017 sales increased by $13.4 million or 1.6 percent compared to the third quarter of 2016 . The year-over-year variance was largely attributable to favorable volume and mix in Europe and Asia, and favorable exchange rates in Europe, partially offset by unfavorable volume and mix in North America and price reductions.

Third quarter adjusted EBITDA decreased by $4.7 million or 4.7 percent compared to the third quarter of 2016 . The year-over-year variance was primarily attributable to price reductions, unfavorable vehicle production mix, commodity price pressure and inflation, partially offset by increased operating efficiencies and restructuring savings.

Segment Results

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North America

The Company’s North America segment reported sales of $437.4 million in the third quarter, a decrease of 3.0 percent when compared to $450.8 million in sales reported in the third quarter 2016 . The year-over-year change was largely attributable to unfavorable vehicle production volume and mix, and price reductions, partially offset by incremental sales from acquisitions.

North America segment profit was $44.2 million , or 10.1 percent of sales, in the third quarter. This compared to segment profit of $55.0 million or 12.2 percent of sales in the third quarter 2016 . The year-over-year change was driven primarily by unfavorable vehicle production volume and mix, price reductions and continued investments to support innovation, partially offset by gains in operating efficiencies and material cost savings.

Europe

The Company’s Europe segment reported sales of $254.4 million in the third quarter, an increase of 4.8 percent when compared to sales of $242.8 million in the third quarter 2016 . The year-over-year change was primarily attributable to favorable foreign exchange rates, as well as favorable volume and mix.

The Europe segment reported a loss of $9.0 million in the third quarter compared to segment loss of $5.6 million in the third quarter of 2016. The year-over-year change was primarily attributable to a $5.7 million non-cash charge related to the wind-up and annuitization of the Company’s U.K. pension plan, higher material costs, and transactional foreign exchange pressure, partially offset by favorable volume and mix, improvements in operating efficiency and restructuring savings.

Asia Pacific

The Company’s Asia Pacific segment reported sales of $148.5 million in the third quarter, an increase of 8.3 percent when compared to sales of $137.2 million in the third 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.

Asia Pacific segment profit was $3.1 million in the third quarter, compared to $3.0 million in the third quarter 2016 . Improvements in operating efficiency and lower material costs were largely offset by price reductions, wage inflation and continued investments to support growth.

South America

The Company’s South America segment reported sales of $28.7 million in the third quarter, an increase of 15.3 percent when compared to sales of $24.9 million in the third quarter of 2016 . The increase was largely attributable to improved volume and mix.


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The South America segment reported a loss of $4.9 million in the third quarter, compared to a segment loss of $3.3 million in the third quarter of 2016 . The year-over-year change was due largely to a $3.1 million pre-tax charge for the settlement of indirect tax claims under a voluntary tax amnesty program, of which $0.2 million was paid in cash, and price reductions, partially offset by improved volume and mix, and increased operating efficiency.

Liquidity and Cash Flow

At September 30, 2017 , Cooper Standard had cash and cash equivalents totaling $373.0 million . Net cash provided by operating activities in the third quarter 2017 was $40.4 million and free cash flow for the quarter (defined as net cash provided by operating activities minus capital expenditures) was $1.1 million .

During the quarter, the Company repurchased 213,663 shares of its outstanding common stock at an average cost of $103.59 per share, excluding commissions. Share repurchases resulted in a use of $23.2 million of cash in the quarter.

In addition to cash and cash equivalents, the Company had $188.5 million available under its amended senior asset-based revolving credit facility (“ABL”) for total liquidity of $561.5 million at September 30, 2017 .

Total debt at September 30, 2017 was $755.0 million . Net debt (defined as total debt minus cash and cash equivalents) was $382.0 million . Cooper Standard’s net leverage ratio at September 30, 2017 was 0.9 times trailing 12 months adjusted EBITDA.

Outlook

Based on the results achieved in the third quarter and year-to-date, the Company has raised full-year guidance for sales and tightened the guidance range for full-year adjusted EBITDA margin. Current full-year 2017 guidance is summarized below:
 
Previous Guidance (8/4/2017)
Current Guidance
Sales
$3.48 - $3.53 billion
$3.58 - $3.61 billion
Adjusted EBITDA Margin 1
12.3% - 12.8%
12.4% - 12.6%
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


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Cooper Standard management will host a conference call and webcast on November 1, 2017 at 9 a.m. ET to discuss its third 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 95008495 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 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

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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 September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Sales
$
869,016

 
$
855,656

 
$
2,680,212

 
$
2,597,457

Cost of products sold
718,187

 
690,984

 
2,187,058

 
2,101,000

Gross profit
150,829

 
164,672

 
493,154

 
496,457

Selling, administration & engineering expenses
94,145

 
92,368

 
267,883

 
268,498

Amortization of intangibles
3,432

 
3,457

 
10,563

 
9,974

Impairment charges

 

 
4,270

 

Restructuring charges
9,909

 
10,430

 
28,220

 
33,468

Other operating loss

 

 

 
155

Operating profit
43,343

 
58,417

 
182,218

 
184,362

Interest expense, net of interest income
(10,256
)
 
(10,114
)
 
(31,788
)
 
(29,861
)
Equity in earnings of affiliates
660

 
1,386

 
3,735

 
5,823

Loss on refinancing and extinguishment of debt

 

 
(1,020
)
 

Other expense, net
(451
)
 
(518
)
 
(3,275
)
 
(8,589
)
Income before income taxes
33,296

 
49,171

 
149,870

 
151,735

Income tax expense
7,838

 
12,525

 
40,258

 
43,312

Net income
25,458

 
36,646

 
109,612

 
108,423

Net income attributable to noncontrolling interests
(818
)
 
(284
)
 
(2,810
)
 
(549
)
Net income attributable to Cooper-Standard Holdings Inc.
$
24,640

 
$
36,362

 
$
106,802

 
$
107,874

 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
17,703,660

 
17,469,156

 
17,769,808

 
17,388,541

Diluted
18,680,518

 
18,760,663

 
18,838,287

 
18,703,578

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
Basic
$
1.39

 
$
2.08

 
$
6.01

 
$
6.20

Diluted
$
1.32

 
$
1.94

 
$
5.67

 
$
5.77





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COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
 
September 30, 2017
 
December 31, 2016
 
 (unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
372,984

 
$
480,092

Accounts receivable, net
571,515

 
460,503

Tooling receivable
111,543

 
90,974

Inventories
179,470

 
146,449

Prepaid expenses
42,685

 
37,142

Other current assets
97,845

 
81,021

Total current assets
1,376,042

 
1,296,181

Property, plant and equipment, net
916,496

 
832,269

Goodwill
170,765

 
167,441

Intangible assets, net
72,060

 
81,363

Other assets
100,233

 
114,448

Total assets
$
2,635,596

 
$
2,491,702

 
 
 
 
Liabilities and Equity
 
 
 
Current liabilities:
 
 
 
Debt payable within one year
$
32,448

 
$
33,439

Accounts payable
491,202

 
475,426

Payroll liabilities
138,127

 
144,812

Accrued liabilities
123,955

 
105,665

Total current liabilities
785,732

 
759,342

Long-term debt
722,557

 
729,480

Pension benefits
178,406

 
172,950

Postretirement benefits other than pensions
56,876

 
54,225

Other liabilities
47,859

 
53,914

Total liabilities
1,791,430

 
1,769,911

7% Cumulative participating convertible preferred stock

 

Equity:
 
 
 
Common stock
17

 
17

Additional paid-in capital
513,609

 
513,934

Retained earnings
502,806

 
425,972

Accumulated other comprehensive loss
(200,588
)
 
(242,563
)
Total Cooper-Standard Holdings Inc. equity
815,844

 
697,360

Noncontrolling interests
28,322

 
24,431

Total equity
844,166

 
721,791

Total liabilities and equity
$
2,635,596

 
$
2,491,702


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COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands) 
 
 
 
 
 
Nine Months Ended September 30,
 
2017
 
2016
Operating Activities:
 
 
 
Net income
$
109,612

 
$
108,423

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation
88,850

 
81,725

Amortization of intangibles
10,563

 
9,974

Impairment charges
4,270

 

Share-based compensation expense
19,006

 
18,533

Equity in earnings of affiliates, net of dividends related to earnings
1,647

 
(2,801
)
Loss on refinancing and extinguishment of debt
1,020

 

Other
14,706

 
1,396

Changes in operating assets and liabilities
(145,124
)
 
(35,205
)
Net cash provided by operating activities
104,550

 
182,045

Investing activities:
 
 
 
Capital expenditures
(137,446
)
 
(116,788
)
Acquisition of businesses, net of cash acquired
(478
)
 
(37,478
)
Cash from consolidation of joint venture

 
3,395

Proceeds from sale of fixed assets and other
1,236

 
156

Net cash used in investing activities
(136,688
)
 
(150,715
)
Financing activities:
 
 
 
Principal payments on long-term debt
(15,616
)
 
(9,787
)
Increase in short-term debt, net
6,070

 
1,703

Repurchase of common stock
(30,680
)
 
(23,800
)
Proceeds from exercise of warrants
836

 
2,498

Taxes withheld and paid on employees' share based payment awards
(11,949
)
 
(11,979
)
Other
(795
)
 
101

Net cash used in financing activities
(52,134
)
 
(41,264
)
Effects of exchange rate changes on cash and cash equivalents
(22,836
)
 
(7,880
)
Changes in cash and cash equivalents
(107,108
)
 
(17,814
)
Cash and cash equivalents at beginning of period
480,092

 
378,243

Cash and cash equivalents at end of period
$
372,984

 
$
360,429




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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 September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Net income attributable to Cooper-Standard Holdings Inc.
$
24,640

 
$
36,362

 
$
106,802

 
$
107,874

Income tax expense
7,838

 
12,525

 
40,258

 
43,312

Interest expense, net of interest income
10,256

 
10,114

 
31,788

 
29,861

Depreciation and amortization
34,368

 
31,325

 
99,413

 
91,699

EBITDA
$
77,102

 
$
90,326

 
$
278,261

 
$
272,746

Restructuring charges
9,909

 
10,430

 
28,220

 
33,468

Settlement charges (1)
5,902

 

 
5,902

 

Foreign tax amnesty program (2)
3,121

 

 
3,121

 

Impairment charges (3)

 

 
4,270

 

Loss on refinancing and extinguishment of debt (4)

 

 
1,020

 

Secondary offering underwriting fees and other expenses (5)

 

 

 
6,500

Other

 

 

 
155

Adjusted EBITDA
$
96,034

 
$
100,756

 
$
320,794

 
$
312,869

(1)
Non-cash settlement charges of $5.7 million and administrative fees of $0.2 million relating to the U.K. pension plan.
(2)
Relates to indirect taxes recorded in cost of products sold.
(3)
Impairment charges related to fixed assets.
(4)
Loss on refinancing and extinguishment of debt related to the May 2017 amendment of the Term Loan Facility.
(5)
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 September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Net income attributable to Cooper-Standard Holdings Inc.
$
24,640

 
$
36,362

 
$
106,802

 
$
107,874

Restructuring charges
9,909

 
10,430

 
28,220

 
33,468

Settlement charges (1)
5,902

 

 
5,902

 

Foreign tax amnesty program (2)
3,121

 

 
3,121

 

Impairment charges (3)

 

 
4,270

 

Loss on refinancing and extinguishment of debt (4)

 

 
1,020

 

Secondary offering underwriting fees and other expenses (5)

 

 

 
6,500

Other

 

 

 
155

Tax impact of adjusting items  (6)
(4,068
)
 
(268
)
 
(4,943
)
 
(1,132
)
Adjusted net income
$
39,504

 
$
46,524

 
$
144,392

 
$
146,865

 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
17,703,660

 
17,469,156

 
17,769,808

 
17,388,541

Diluted
18,680,518

 
18,760,663

 
18,838,287

 
18,703,578

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
Basic
$
1.39

 
$
2.08

 
$
6.01

 
$
6.20

Diluted
$
1.32

 
$
1.94

 
$
5.67

 
$
5.77

 
 
 
 
 
 
 
 
Adjusted earnings per share:
 
 
 
 
 
 
 
Basic
$
2.23

 
$
2.66

 
$
8.13

 
$
8.45

Diluted
$
2.11

 
$
2.48

 
$
7.66

 
$
7.85

(1)
Non-cash settlement charges of $5.7 million and administrative fees of $0.2 million relating to the U.K. pension plan.
(2)
Relates to indirect taxes recorded in cost of products sold.
(3)
Impairment charges related to fixed assets.
(4)
Loss on refinancing and extinguishment of debt related to the May 2017 amendment of the Term Loan Facility.
(5)
Fees and other expenses associated with the March 2016 secondary offering.
(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.

Free Cash Flow
The following table defines free cash flow:
(Unaudited; Dollar amounts in thousands)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Net cash provided by operating activities
$
40,372

 
$
66,804

 
$
104,550

 
$
182,045

Capital expenditures
(39,297
)
 
(35,359
)
 
(137,446
)
 
(116,788
)
Free cash flow
$
1,075

 
$
31,445

 
$
(32,896
)
 
$
65,257


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