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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) – February 15, 2024
 
COOPER-STANDARD HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware001-3612720-1945088
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
40300 Traditions Drive
Northville,
Michigan
48168
(Address of principal executive offices)
(Zip code)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareCPSNew York Stock Exchange
Preferred Stock Purchase Rights-New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐




Item 2.02 Results of Operations and Financial Condition.
On February 15, 2024, Cooper-Standard Holdings Inc. (the “Company”) issued a press release regarding its results of operations and financial condition for the fourth quarter and full year ended December 31, 2023, and will host a conference call to discuss those preliminary results on February 16, 2024 at 9 a.m. ET. The press release is furnished as Exhibit 99 hereto and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished pursuant to Item 9.01 of Form 8-K:
    Exhibit 99        Press release dated February 15, 2024
    Exhibit 104        The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
 
                        
                 


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Cooper-Standard Holdings Inc.
 
/S/ MARYANN PETERSON KANARY
Name:MaryAnn Peterson Kanary
Title:
Senior Vice President, Chief Legal Officer and Secretary
Date: February 16, 2024



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Improved Cash Flow Highlights Cooper Standard's Fourth Quarter
and Full Year 2023 Results

NORTHVILLE, Mich., February 15, 2024 -- Cooper-Standard Holdings Inc. (NYSE: CPS) today reported results for the fourth quarter and full year 2023.

Fourth Quarter 2023 Summary
•Sales totaled $673.6 million, an increase of 3.7% compared to fourth quarter 2022
•Gross profit totaled $64.7 million, an increase of 19.1% compared to fourth quarter 2022
•Net loss of $55.2 million, or $(3.16) per diluted share, reflected an improvement of $32.9 million vs. the fourth quarter 2022
•Adjusted EBITDA totaled $27.6 million, or 4.1% of sales
•Net cash provided by operating activities of $79.7 million improved by $105.5 million vs. the fourth quarter of 2022

Full Year 2023 Summary
•Sales totaled $2.82 billion, an increase of 11.5% compared to 2022
•Gross profit totaled $290.8 million, an increase of 124.0% compared to 2022
•Net loss of $202.0 million, or $(11.64) per diluted share, reflected an improvement of $13.4 million vs. 2022
•Adjusted EBITDA of $167.1 million, or 5.9% of sales, increased by $129.2 million vs. 2022
•Net cash provided by operating activities of $117.3 million improved by $153.4 million vs. 2022

“We continued to make strong improvements as a company in 2023. We want to thank our dedicated employees for their hard work and commitment to achieving improved financial results and our customers for their continued trust and support,” said Jeffrey Edwards, chairman and CEO, Cooper Standard. “We expect to build on the successes of 2023 to drive increasing value for all our stakeholders in 2024.”

Consolidated Results
Quarter Ended December 31,Year Ended December 31,
2023202220232022
(Unaudited)(Unaudited)(Unaudited)
(dollar amounts in millions except per share amounts)
Sales$673.6 $649.3 $2,815.9 $2,525.4 
Net loss
$(55.2)$(88.1)$(202.0)$(215.4)
Adjusted net loss$(31.1)$(31.9)$(82.3)$(171.5)
Loss per diluted share
$(3.16)$(5.12)$(11.64)$(12.53)
Adjusted loss per diluted share
$(1.79)$(1.85)$(4.74)$(9.98)
Adjusted EBITDA
$27.6 $27.6 $167.1 $37.9 
Net cash provided by (used in) operating activities$79.7 $(25.8)$117.3 $(36.2)
Free cash flow$62.1 $(38.4)$36.5 $(107.3)
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The year-over-year increase in fourth quarter sales was primarily attributable to sustainable price adjustments, inflation recoveries, favorable volume and mix, and favorable foreign exchange, partially offset by lost production volume related to union work stoppages and the deconsolidation or divestiture of non-core businesses.

The year-over-year improvement in fourth quarter net loss was primarily due to savings generated from lean manufacturing and purchasing initiatives, lower tax expense, favorable price adjustments, and lower raw material costs. These positive factors were partially offset by higher interest expense, pension settlement charges, increased accruals for annual incentive compensation, lost production volume related to union work stoppages, and continuing inflationary pressure, including higher labor and energy costs.

Adjusted EBITDA for the fourth quarter of 2023 was in line with adjusted EBITDA in the fourth quarter of 2022. The fourth quarter 2023 results reflect significant savings generated from lean manufacturing and purchasing initiatives, favorable price adjustments, and lower raw material costs. These positive factors were offset, however, by increased accruals for annual incentive compensation, lost production volume related to union work stoppages, and continuing inflationary pressure, including higher labor and energy costs.

For the full year 2023, sales increased primarily due to improved volume and mix including sustainable price adjustments, partially offset by unfavorable foreign exchange and the deconsolidation or divestiture of non-core businesses. The year-over-year improvement in full year net loss was primarily driven by favorable volume and mix, including sustainable price adjustments, improved manufacturing efficiency, lower material costs, reduced asset impairment charges, and lower income tax expense. These positive factors were partially offset by losses on refinancing and extinguishment of debt, higher wages, general inflation, higher interest expense, pension settlement charges, and higher incentive compensation. The year-over-year improvement in full year adjusted EBITDA was driven primarily by favorable volume and mix, including sustainable price adjustments, improved manufacturing efficiency, and lower material costs. These positive factors were partially offset by higher wages, general inflation, unfavorable foreign exchange and higher incentive compensation.

Cash Flow and Liquidity

Cash provided by operating activities in the fourth quarter of 2023 was $79.7 million, an increase of $105.5 million compared to the fourth quarter of 2022. Free cash flow (defined as cash provided by operating activities less CAPEX) in the fourth quarter of 2023 was $62.1 million, an increase of $100.6 million compared to the fourth quarter of 2022. The increase was driven primarily by improved operating earnings, inventory conversion, and collections on enhanced commercial agreements and tooling receivables.

For the full year 2023, cash provided by operating activities was $117.3 million and free cash flow was $36.5 million. This compared to cash used in operating activities of $36.2 million and free cash outflow of $107.3 million in 2022.

As of December 31, 2023, Cooper Standard had cash and cash equivalents totaling $154.8 million. Total liquidity, including availability on the Company's undrawn revolving credit facility, was $317.2 million at year 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.

Adjusted net loss, adjusted EBITDA, adjusted loss per diluted share and free cash flow are non-GAAP measures. Reconciliations to the most directly comparable financial measures, calculated and presented in accordance with
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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 fourth quarter of 2023, the Company received total net new business awards representing $86.3 million in incremental anticipated future annualized sales. The total included $25.7 million in net new business awards on electric vehicle platforms. For the full year 2023, net new business awards totaled $175.3 million, including $114.9 million in net new business awards on electric vehicle platforms.

Segment Results of Operations
Sales
Three Months Ended December 31,Variance Due To:
20232022ChangeVolume / Mix*Foreign ExchangeDivestitures
(dollar amounts in thousands)
Sales to external customers
North America$341,257 $336,507 $4,750 $3,005 $1,745 $— 
Europe160,954 132,301 28,653 20,107 8,546 — 
Asia Pacific125,817 124,101 1,716 4,289 (940)(1,633)
South America28,926 25,567 3,359 1,657 1,702 — 
Total Automotive656,954 618,476 38,478 29,058 11,053 (1,633)
Corporate, eliminations and other16,689 30,861 (14,172)(4,549)— (9,623)
Consolidated sales$673,643 $649,337 $24,306 $24,509 $11,053 $(11,256)
* 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. It was partially offset by the negative impact of work stoppages initiated by certain labor unions in North America in 2023.
•The net impact of foreign currency exchange was primarily related to the Euro.
Adjusted EBITDA
Three Months Ended December 31,Variance Due To:
20232022ChangeVolume/ Mix*Foreign ExchangeCost (Increases)/ Decreases**
(dollar amounts in thousands)
Segment adjusted EBITDA
North America$15,642 $18,481 $(2,839)$8,181 $1,728 $(12,748)
Europe11,336 3,741 7,595 (346)1,357 6,584 
Asia Pacific8,775 2,574 6,201 823 239 5,139 
South America2,750 1,038 1,712 (79)1,101 690 
Total Automotive38,503 25,834 12,669 8,579 4,425 (335)
Corporate, eliminations and other(10,926)1,758 (12,684)(328)559 (12,915)
Consolidated adjusted EBITDA$27,577 $27,592 $(15)$8,251 $4,984 $(13,250)
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* Net of customer price adjustments, including recoveries.
** Net of divestitures.
•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, partially offset by the impact of work stoppages initiated by certain labor unions in North America in 2023.
•The net impact of foreign currency exchange was primarily related to the Brazilian Real, Canadian Dollar and Euro.
•The Cost (Increases) / Decreases category above includes:
◦Commodity cost and inflationary economics;
◦Manufacturing and purchasing savings through lean initiatives; and
◦Increased compensation-related expenses.

Outlook

Industry projections for 2024 global light vehicle production anticipate volumes essentially in line with 2023 levels. The Company expects to continue leveraging enhanced commercial agreements and operating efficiencies to offset continued inflationary pressures. As a result, Company management expects to deliver improved financial results in 2024 vs. 2023. Initial full year 2024 guidance ranges for key financial measures are as follows:
2023 Actual Results
Initial 2024 Guidance1
Sales
$2.82 billion
$2.8 - $2.9 billion
Adjusted EBITDA2
$167.1 million
$180 - $210 million
Capital Expenditures
$80.7 million$75 - $85 million
Cash Restructuring
$13.9 million$15 - $20 million
Net Cash Interest$68.1 million$70 - $75 million
Net Cash Taxes
$10.3 million
$20 - $25 million
Key Light Vehicle Productions Assumptions (Units)
  North America15.6  million 15.8  million 
  Europe17.8  million 17.4  million 
  Greater China28.9  million 28.9  million 
  South America2.9  million 3.0  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 January 2024 S&P Global (IHS Markit) production forecasts for relevant light vehicle platforms and models, customers' planned production schedules and other internal assumptions.
2 Adjusted EBITDA is a non-GAAP financial measure. The Company has not provided a reconciliation of projected adjusted EBITDA to projected net income (loss) because full-year net income (loss) will include special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end. Due to this uncertainty, the Company cannot reconcile projected adjusted EBITDA to U.S. GAAP net income (loss) without unreasonable effort.

Conference Call Details

Cooper Standard management will host a conference call and webcast on February 16, 2024 at 9 a.m. ET to discuss its fourth 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 800-836-8184 (international callers dial 646-357-8785) and ask to be connected to the Cooper Standard conference call. Representatives of
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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 LinkedIn, X, Facebook, Instagram or YouTube.

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Our use of words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “outlook,” “guidance,” “forecast,” or future or conditional verbs, such as “will,” “should,” “could,” “would,” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we cannot assure you that these expectations, beliefs and projections will be achieved. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. Among other items, such factors may include: volatility or decline of the Company’s stock price, or absence of stock price appreciation; impacts and disruptions related to the wars in Ukraine and the Middle East; our ability to achieve commercial recoveries and to offset the adverse impact of higher commodity and other costs through pricing and other negotiations with our customers; work stoppages or other labor disruptions with our employees or our customers’ employees; prolonged or material contractions in automotive sales and production volumes; our inability to realize sales represented by awarded business; escalating pricing pressures; loss of large customers or significant platforms; our ability to successfully compete in the automotive parts industry; availability and increasing volatility in costs of manufactured components and raw materials; disruption in our supply base; competitive threats and commercial risks associated with our diversification strategy; possible variability of our working capital requirements; risks associated with our international operations, including changes in laws, regulations, and policies governing the terms of foreign trade such as increased trade restrictions and tariffs; foreign currency exchange rate fluctuations; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness and variable rates of interest; our ability to obtain adequate financing sources in the future; operating and financial restrictions imposed on us under our debt instruments; the underfunding of our pension plans; significant changes in discount rates and the actual return on pension assets; effectiveness of continuous improvement programs and other cost savings plans; significant costs related to manufacturing facility closings or consolidation; our ability to execute new program launches; our ability to meet customers’ needs for new and improved products; the possibility that our acquisitions and divestitures may not be successful; product liability, warranty and recall claims brought against us; laws and regulations, including environmental, health and safety laws and regulations; legal and regulatory proceedings, claims or investigations against us; the potential impact of any future public health events on our financial condition and results of
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operations; the ability of our intellectual property to withstand legal challenges; cyber-attacks, data privacy concerns, other disruptions in, or the inability to implement upgrades to, our information technology systems; the possible volatility of our annual effective tax rate; the possibility of a failure to maintain effective controls and procedures; the possibility of future impairment charges to our goodwill and long-lived assets; our ability to identify, attract, develop and retain a skilled, engaged and diverse workforce; our ability to procure insurance at reasonable rates; and our dependence on our subsidiaries for cash to satisfy our obligations; and other risks and uncertainties, including those detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission.

You should not place undue reliance on these forward-looking statements. Our forward-looking statements speak only as of the date of this press release and we undertake no obligation to publicly update or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except where we are expressly required to do so by law.

This press release also contains estimates and other information that is based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information.

Contact for Analysts:Contact for Media:
Roger HendriksenChris Andrews
Cooper StandardCooper Standard
(248) 596-6465(248) 596-6217
roger.hendriksen@cooperstandard.com
candrews@cooperstandard.com

Financial statements and related notes follow:

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COOPER-STANDARD HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar amounts in thousands except share and per share amounts) 
 Quarter Ended December 31,Year Ended December 31,
 2023202220232022
(Unaudited)(Unaudited)(Unaudited)
Sales$673,643 $649,337 $2,815,879 $2,525,391 
Cost of products sold608,943 595,023 2,525,103 2,395,600 
Gross profit64,700 54,314 290,776 129,791 
Selling, administration & engineering expenses59,213 50,422 215,741 199,455 
Gain on sale of businesses, net(920)— (586)— 
Gain on sale of fixed assets, net— — — (33,391)
Amortization of intangibles1,663 1,539 6,804 6,715 
Restructuring charges5,094 5,290 18,018 18,304 
Impairment charges4,114 42,873 4,768 43,710 
Operating (loss) profit(4,464)(45,810)46,031 (105,002)
Interest expense, net of interest income(32,020)(21,136)(130,077)(78,514)
Equity in earnings (losses) of affiliates2,141 (624)3,281 (8,817)
Loss on refinancing and extinguishment of debt— — (81,885)— 
Pension settlement and curtailment charges(16,035)(2,682)(16,035)(2,682)
Other expense, net(5,317)(2,911)(15,698)(5,485)
Loss before income taxes(55,695)(73,163)(194,383)(200,500)
Income tax (benefit) expense(528)15,467 8,933 17,291 
Net loss(55,167)(88,630)(203,316)(217,791)
Net loss attributable to noncontrolling interests15 539 1,331 2,407 
Net loss attributable to Cooper-Standard Holdings Inc.$(55,152)$(88,091)$(201,985)$(215,384)
Weighted average shares outstanding:
Basic17,427,183 17,218,921 17,355,392 17,190,958 
Diluted17,427,183 17,218,921 17,355,392 17,190,958 
Loss per share:
Basic$(3.16)$(5.12)$(11.64)$(12.53)
Diluted$(3.16)$(5.12)$(11.64)$(12.53)
            














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COOPER-STANDARD HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands except share amounts)
December 31,
20232022
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$154,801 $186,875 
Accounts receivable, net380,562 358,700 
Tooling receivable, net80,225 95,965 
Inventories146,846 157,756 
Prepaid expenses28,328 31,170 
Income tax receivable and refundable credits11,225 13,668 
Value added tax receivable69,684 44,402 
Other current assets28,915 57,113 
Total current assets900,586 945,649 
Property, plant and equipment, net608,431 642,860 
Operating lease right-of-use assets, net91,126 94,571 
Goodwill140,814 142,023 
Intangible assets, net40,568 47,641 
Deferred tax assets23,792 19,852 
Other assets66,982 70,933 
Total assets$1,872,299 $1,963,529 
Liabilities and Equity
Current liabilities:
Debt payable within one year$50,712 $54,130 
Accounts payable334,578 338,210 
Payroll liabilities132,422 99,029 
Accrued liabilities116,954 119,463 
Current operating lease liabilities18,577 20,786 
Total current liabilities653,243 631,618 
Long-term debt1,044,736 982,054 
Pension benefits100,578 98,481 
Postretirement benefits other than pensions28,940 31,014 
Long-term operating lease liabilities76,482 77,617 
Deferred tax liabilities5,208 7,052 
Other liabilities52,845 34,501 
Total liabilities1,962,032 1,862,337 
Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding— — 
Equity:
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,263,288 shares issued and 17,197,479 outstanding as of December 31, 2023, and 19,173,838 shares issued and 17,108,029 outstanding as of December 31, 202217 17 
Additional paid-in capital512,164 507,498 
Retained deficit(391,816)(189,831)
Accumulated other comprehensive loss(201,665)(209,971)
Total Cooper-Standard Holdings Inc. equity(81,300)107,713 
Noncontrolling interests(8,433)(6,521)
Total equity(89,733)101,192 
Total liabilities and equity$1,872,299 $1,963,529 
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COOPER-STANDARD HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands) 
 Year Ended December 31,
 202320222021
(Unaudited)
Operating activities:
Net loss$(203,316)$(217,791)$(328,844)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation103,127 115,761 131,661 
Amortization of intangibles6,804 6,715 7,347 
Gain on sale of businesses, net(586)— (696)
Gain on sale of fixed assets, net— (33,391)— 
Impairment charges4,768 43,710 25,609 
Pension settlement and curtailment charges16,035 2,682 1,279 
Share-based compensation expense7,718 3,259 5,574 
Equity in (earnings) losses of affiliates, net of dividends related to earnings(982)12,450 4,872 
Loss on refinancing and extinguishment of debt81,885 — — 
Payment-in-kind interest58,808 — — 
Deferred income taxes(5,813)5,653 35,756 
Other4,838 (10,887)3,222 
Changes in operating assets and liabilities:
Accounts and tooling receivable(12,333)(65,712)52,677 
Inventories6,412 (2,221)(18,527)
Prepaid expenses2,924 (5,658)2,951 
Income tax receivable and refundable credits2,603 68,251 2,221 
Accounts payable6,743 20,591 (25,501)
Payroll and accrued liabilities16,924 46,177 (45,392)
Other20,718 (25,739)30,281 
Net cash provided by (used in) operating activities117,277 (36,150)(115,510)
Investing activities:
Capital expenditures(80,743)(71,150)(96,107)
Proceeds from sale of businesses, net of cash divested15,351 — — 
Proceeds from sale of fixed assets— 53,288 4,615 
Other424 (30)230 
Net cash used in investing activities(64,968)(17,892)(91,262)
Financing activities:
Proceeds from issuance of long-term debt, net of debt issuance costs924,299 — — 
Repayment and refinancing of long-term debt(927,046)— — 
Principal payments on long-term debt(2,127)(4,178)(5,533)
(Decrease) increase in short-term debt, net(1,234)4,093 14,935 
Debt issuance costs and other fees(74,376)(4,229)— 
Purchase of noncontrolling interest— — (6,279)
Taxes withheld and paid on employees' share-based payment awards(214)(607)(799)
Contribution from noncontrolling interests and other(439)655 885 
Net cash (used in) provided by financing activities(81,137)(4,266)3,209 
Effects of exchange rate changes on cash, cash equivalents and restricted cash(918)(13)11,113 
Changes in cash, cash equivalents and restricted cash(29,746)(58,321)(192,450)
Cash, cash equivalents and restricted cash at beginning of period192,807 251,128 443,578 
Cash, cash equivalents and restricted cash at end of period$163,061 $192,807 $251,128 
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets:
Cash and cash equivalents$154,801 $186,875 $248,010 
Restricted cash included in other current assets7,244 4,650 961 
Restricted cash included in other assets1,016 1,282 2,157 
Total cash, cash equivalents and restricted cash$163,061 $192,807 $251,128 
Supplemental disclosure:
Cash paid for interest$78,699 $80,163 $73,221 
Cash paid (received) for income taxes, net of refunds10,301 (56,393)6,741 
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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
(Dollar amounts in thousands)
The following table provides a reconciliation of EBITDA and adjusted EBITDA from net loss (unaudited):
Quarter Ended December 31,Year Ended December 31,
2023202220232022
Net loss attributable to Cooper-Standard Holdings Inc.$(55,152)$(88,091)$(201,985)$(215,384)
Income tax (benefit) expense(528)15,467 8,933 17,291 
Interest expense, net of interest income32,020 21,136 130,077 78,514 
Depreciation and amortization26,914 28,303 109,931 122,476 
EBITDA$3,254 $(23,185)$46,956 $2,897 
Restructuring charges 5,094 5,290 18,018 18,304 
Deconsolidation of joint venture (1)
— — — 2,257 
Impairment charges (2)
4,114 42,873 4,768 43,710 
Gain on sale of businesses, net (3)
(920)— (586)— 
Gain on sale of fixed assets, net (4)
— — — (33,391)
Indirect tax adjustments (5)
— (68)— 1,409 
Loss on refinancing and extinguishment of debt (6)
— — 81,885 — 
Pension settlement and curtailment charges (7)
16,035 2,682 16,035 2,682 
Adjusted EBITDA$27,577 $27,592 $167,076 $37,868 
Sales$673,643 $649,337 $2,815,879 $2,525,391 
Net loss margin(8.2)%(13.6)%(7.2)%(8.5)%
Adjusted EBITDA margin4.1 %4.2 %5.9 %1.5 %
(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 Europe and Asia Pacific. Non-cash impairment charges in 2022 related to operating performance and idle assets in certain locations in North America, Europe and Asia Pacific.
(3)Gain on sale of businesses related to divestitures in 2023.
(4)In 2022, the Company recognized a gain on a sale-leaseback agreement on one of its European facilities.
(5)Impact of indirect tax adjustments in 2022.
(6)Loss on refinancing and extinguishment of debt related to refinancing transactions in 2023.
(7)Non-cash net pension settlement and curtailment charges and administrative fees incurred related to certain of our U.S. and non-U.S. pension plans.











    
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Adjusted Net Loss and Adjusted Loss Per Share
(Dollar amounts in thousands except share and per share amounts)
The following table provides a reconciliation of net loss to adjusted net loss and the respective loss per share amounts (unaudited):
 Quarter Ended December 31,Year Ended December 31,
2023202220232022
Net loss attributable to Cooper-Standard Holdings Inc.$(55,152)$(88,091)$(201,985)$(215,384)
Restructuring charges5,094 5,290 18,018 18,304 
Deconsolidation of joint venture (1)
— — — 2,257 
Impairment charges (2)
4,114 42,873 4,768 43,710 
Gain on sale of businesses, net (3)
(920)— (586)— 
Gain on sale of fixed assets, net (4)
— — — (33,391)
Indirect tax adjustments (5)
— (68)— 1,409 
Loss on refinancing and extinguishment of debt (6)
— — 81,885 — 
Pension settlement and curtailment charges (7)
16,035 2,682 16,035 2,682 
Deferred tax valuation allowance (8)
— 6,834 — 6,834 
Tax impact of adjusting items (9)
(303)(1,408)(399)2,075 
Adjusted net loss$(31,132)$(31,888)$(82,264)$(171,504)
Weighted average shares outstanding:
Basic17,427,183 17,218,921 17,355,392 17,190,958 
Diluted17,427,183 17,218,921 17,355,392 17,190,958 
Loss per share:
Basic$(3.16)$(5.12)$(11.64)$(12.53)
Diluted$(3.16)$(5.12)$(11.64)$(12.53)
Adjusted loss per share:
Basic$(1.79)$(1.85)$(4.74)$(9.98)
Diluted$(1.79)$(1.85)$(4.74)$(9.98)

(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 Europe and Asia Pacific. Non-cash impairment charges in 2022 related to operating performance and idle assets in certain locations in North America, Europe and Asia Pacific.
(3)Gain on sale of businesses related to divestitures in 2023.
(4)In 2022, the Company recognized a gain on a sale-leaseback agreement on one of its European facilities.
(5)Impact of indirect tax adjustments in 2022.
(6)Loss on refinancing and extinguishment of debt related to refinancing transactions in 2023.
(7)Non-cash net pension settlement and curtailment charges and administrative fees incurred related to certain of our U.S. and non-U.S. pension plans.
(8)In 2022, the deferred tax valuation allowance relates to the recognition of our valuation allowance on net deferred tax assets in Poland.
(9)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
(Dollar amounts in thousands)
The following table defines free cash flow (unaudited):
Quarter Ended December 31,Year Ended December 31,
2023202220232022
Net cash provided by (used in) operating activities$79,661 $(25,790)$117,277 $(36,150)
Capital expenditures
(17,559)(12,659)(80,743)(71,150)
Free cash flow
$62,102 $(38,449)$36,534 $(107,300)
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v3.24.0.1
Cover Page
Feb. 15, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 15, 2024
Entity Registrant Name COOPER-STANDARD HOLDINGS INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36127
Entity Tax Identification Number 20-1945088
Entity Address, Address Line One 40300 Traditions Drive
Entity Address, City or Town Northville,
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48168
City Area Code 248
Local Phone Number 596-5900
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001320461
Amendment Flag false
Entity Information [Line Items]  
Entity Central Index Key 0001320461
Preferred Stock  
Cover [Abstract]  
Title of 12(b) Security Preferred Stock Purchase Rights
Security Exchange Name NYSE
Entity Information [Line Items]  
Title of 12(b) Security Preferred Stock Purchase Rights
Security Exchange Name NYSE
No Trading Symbol Flag true
Common Stock  
Cover [Abstract]  
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol CPS
Security Exchange Name NYSE
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol CPS
Security Exchange Name NYSE
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