Cooper-Standard (CPS) Q1 2026 loss as $1.1B debt refi hits earnings
Filing Impact
Filing Sentiment
Form Type
10-Q
Cooper-Standard Holdings Inc. reported higher sales but a net loss for the quarter ended March 31, 2026, as refinancing costs and prior-year one-time income weighed on results. Sales rose to $686.4 million from $667.1 million, helped mainly by favorable foreign exchange.
Gross profit improved to $82.4 million, or 12.0% of sales, driven by manufacturing and purchasing savings that offset inflation in labor and overhead. However, the company recorded a net loss of $33.3 million versus net income of $1.6 million a year earlier, including a $24.2 million loss on refinancing and extinguishment of debt and the absence of about $10.0 million of prior-year royalty income.
Cooper-Standard refinanced its capital structure by issuing $1.1 billion of 9.250% Senior Secured First Lien Notes due 2031 and redeeming its 2026 and 2027 notes, extending maturities and reducing required cash interest. Operating cash flow was an outflow of $69.2 million, reflecting higher cash interest, lower net earnings, and increased tooling-related payments, while cash and cash equivalents declined to $118.5 million.
Positive
- None.
Negative
- None.
Insights
Quarter shows modest operational improvement but ongoing leverage and cash flow pressure.
Cooper-Standard grew revenue to $686.4 million, with gross margin improving to 12.0% as lean initiatives and purchasing savings offset higher labor and overhead. Segment adjusted EBITDA was stable at $53.4 million, indicating underlying operations held up despite slightly weaker global light vehicle production.
The company executed a major refinancing, issuing $1.1 billion of 9.250% Senior Secured First Lien Notes due 2031 and redeeming its 2026 and 2027 notes. This extended maturities and lowered required cash interest, but generated a one-time $24.2 million loss and total fees and premiums of $35.3 million, contributing to a quarterly net loss of $33.3 million.
Liquidity remains a key focus. Cash and cash equivalents fell to $118.5 million, and operating activities used $69.2 million in cash in Q1, partly due to higher cash interest and tooling payments. However, the ABL Facility borrowing base was $174.7 million with $167.3 million effectively available, providing additional cushion alongside receivables factoring capacity.
Key Figures
Sales: $686.4M
Net (loss) income: ($33.3M)
Gross profit: $82.4M
+5 more
8 metrics
Sales
$686.4M
Three months ended March 31, 2026
Net (loss) income
($33.3M)
Attributable to Cooper-Standard, Q1 2026
Gross profit
$82.4M
Q1 2026, 12.0% of sales
Loss on refinancing and extinguishment of debt
$24.2M
Three months ended March 31, 2026
Operating cash flow
($69.2M)
Net cash used in operating activities, Q1 2026
New Senior Secured First Lien Notes
$1.10B at 9.250%
Issued, maturing March 1, 2031
Cash and cash equivalents
$118.5M
Balance as of March 31, 2026
Adjusted EBITDA
$53.4M
Total reportable segments, Q1 2026
Key Terms
Adjusted EBITDA, Senior Secured First Lien Notes, asset-based revolving credit facility, cash flow hedges, +2 more
6 terms
Adjusted EBITDA financial
"The Company’s CODM ... uses segment adjusted EBITDA as the measure of earnings to evaluate the performance of each segment"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Senior Secured First Lien Notes financial
"issuance by CSA U.S. of $1,100,000 aggregate principal amount of 9.250% Senior Secured First Lien Notes due 2031"
Senior secured first lien notes are debt securities that give holders top priority to be repaid and to seize specific collateral if the borrower defaults. Think of them like being first in line and holding the deed to a valuable asset — this higher claim usually means lower risk and lower interest than unsecured or subordinated debt. Investors care because these notes affect expected return, default recovery and relative safety within a company’s capital structure.
asset-based revolving credit facility financial
"senior asset-based revolving credit facility (“ABL Facility”) and receivables factoring"
A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.
cash flow hedges financial
"The Company enters into derivative instruments primarily to hedge portions of its forecasted foreign currency denominated cash flows and designates these derivative instruments as cash flow hedges"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
off-balance sheet arrangement financial
"The sale of receivables under this contract is considered an off-balance sheet arrangement to the Company"
An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.
global minimum tax financial
"The Organization for Economic Co-operation and Development (“OECD”) has introduced model rules that propose a global minimum tax framework"
Earnings Snapshot
Revenue: $686.4M
Q1 2026
Revenue
$686.4M
Net (loss) income
($33.3M)
Basic EPS
($1.85)
Operating cash flow
($69.2M)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-Q
___________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from __________ to __________.
Commission File Number: 001-36127
_________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
_________________________________________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(248 ) 596-5900
(Registrant’s telephone number, including area code)
_______________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 30, 2026, there were 17,755,284 shares of the registrant’s common stock, $0.001 par value, outstanding.
1
COOPER-STANDARD HOLDINGS INC.
Form 10-Q
For the period ended March 31, 2026
| Page | ||||||||
PART I. FINANCIAL INFORMATION | ||||||||
| Item 1. | Financial Statements (Unaudited) | |||||||
Condensed Consolidated Statements of Operations | 3 | |||||||
Condensed Consolidated Statements of Comprehensive Income (Loss) | 4 | |||||||
Condensed Consolidated Balance Sheets | 5 | |||||||
Condensed Consolidated Statements of Changes in Equity | 6 | |||||||
Condensed Consolidated Statements of Cash Flows | 7 | |||||||
Notes to Condensed Consolidated Financial Statements | 8 | |||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 34 | ||||||
| Item 4. | Controls and Procedures | 35 | ||||||
PART II. OTHER INFORMATION | ||||||||
| Item 1A. | Risk Factors | 36 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 | ||||||
| Item 5. | Other Information | 37 | ||||||
| Item 6. | Exhibits | 38 | ||||||
SIGNATURES | 39 | |||||||
2
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollar amounts in thousands except per share amounts)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Sales | $ | $ | |||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, administration & engineering expenses | |||||||||||||||||||||||
| Amortization of intangibles | |||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense, net of interest income | ( | ( | |||||||||||||||||||||
| Equity in earnings of affiliates | |||||||||||||||||||||||
| Loss on refinancing and extinguishment of debt | ( | ||||||||||||||||||||||
| Other (expense) income, net | ( | ||||||||||||||||||||||
| (Loss) income before income taxes | ( | ||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net (loss) income | ( | ||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Net (loss) income attributable to Cooper-Standard Holdings Inc. | $ | ( | $ | ||||||||||||||||||||
| Net (loss) income per share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ||||||||||||||||||||
| Diluted | $ | ( | $ | ||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
3
COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollar amounts in thousands)
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ||||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||
| Currency translation adjustment | |||||||||||||||||||||||||||||
| Benefit plan liabilities adjustment, net of tax | ( | ( | |||||||||||||||||||||||||||
| Fair value change of derivatives, net of tax | ( | ||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||||||||
| Comprehensive (loss) income | ( | ||||||||||||||||||||||||||||
| Comprehensive loss (income) attributable to noncontrolling interests | ( | ||||||||||||||||||||||||||||
| Comprehensive (loss) income attributable to Cooper-Standard Holdings Inc. | $ | ( | $ | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
4
COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands except share amounts)
| March 31, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Tooling receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses | |||||||||||
| Value added tax receivable | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Current liabilities: | |||||||||||
| Debt payable within one year | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Payroll liabilities | |||||||||||
| Accrued liabilities | |||||||||||
| Current operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Pension benefits | |||||||||||
| Postretirement benefits other than pensions | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Equity: | |||||||||||
| Common stock, $0.001 par value, 190,000,000 shares authorized; 19,821,093 shares issued and 17,755,284 shares outstanding as of March 31, 2026, and 19,702,818 shares issued and 17,637,009 shares outstanding as of December 31, 2025 | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Cooper-Standard Holdings Inc. equity | ( | ( | |||||||||
| Noncontrolling interests | ( | ( | |||||||||
| Total equity | ( | ( | |||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these financial statements.
5
COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
(Dollar amounts in thousands except share amounts)
| Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares | Common Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Cooper-Standard Holdings Inc. Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||
| Share-based compensation, net | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||
| Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares | Common Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Cooper-Standard Holdings Inc. Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||
| Share-based compensation, net | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
6
COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangibles | |||||||||||
| Share-based compensation expense | |||||||||||
| Equity in losses of affiliates, net of dividends related to earnings | |||||||||||
| Loss on refinancing and extinguishment of debt | |||||||||||
| Deferred income taxes | |||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from sale of businesses | |||||||||||
| Other | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Proceeds from issuance of long-term debt, net of debt issuance costs | |||||||||||
| Repayment of long-term debt | ( | ||||||||||
| Principal payments on long-term debt | ( | ( | |||||||||
| Debt issuance costs and other fees | ( | ||||||||||
| Taxes withheld and paid on employees' share-based payment awards | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effects of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| Changes in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets: | |||||||||||
| Balance as of | |||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash included in other current assets | |||||||||||
| Restricted cash included in other assets | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
The accompanying notes are an integral part of these financial statements.
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
1. Overview
Basis of Presentation
Cooper-Standard Holdings Inc. (together with its consolidated subsidiaries, the “Company” or “Cooper Standard”), through its wholly-owned subsidiary, Cooper-Standard Automotive Inc. (“CSA U.S.”), is a leading manufacturer of sealing systems and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems). The Company’s products are primarily designed for passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. Nearly all of the Company’s activities are conducted through its subsidiaries.
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), as filed with the SEC. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. These financial statements include all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of the Company. The operating results for the interim period ended March 31, 2026 are not necessarily indicative of results for the full year. In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.
Recently Adopted Accounting Pronouncements
The Company adopted the following Accounting Standard Update (“ASU”) during the three months ended March 31, 2026, which did not have a material impact on its condensed consolidated financial statements:
| Standard | Description | Effective Date | ||||||||||||||||||
ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets | Provides a practical expedient that, if elected, allows entities to assume that current conditions as of the balance sheet date will not change for the remaining life of assets when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The Company elected the practical expedient effective January 1, 2026 which has been applied prospectively. | January 1, 2026 | ||||||||||||||||||
Recently Issued Accounting Pronouncements
The Company considered the recently issued accounting pronouncements summarized as follows, which could have a material impact on its consolidated financial statements or disclosures. The Company is currently evaluating the impact of these updates on its consolidated financial statements and disclosures.
| Standard | Description | Effective Date | ||||||||||||||||||
ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements | Enables entities to expand the application of hedge accounting to a broader scope of highly effective economic hedges of forecasted transactions in order to more closely align hedge accounting with the economics of entities’ risk management activities. | January 1, 2027 | ||||||||||||||||||
ASU 2025-12, Codification Improvements | Updates the ASC for a broad range of topics arising from technical corrections, unintended application of the ASC, clarifications, and other minor improvements. | January 1, 2027 | ||||||||||||||||||
ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | Requires disclosure of specified information about certain expenses presented in the statements of operations within the notes to financial statements at each interim and annual reporting period. The update also requires disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. | January 1, 2027 | ||||||||||||||||||
ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date | Amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. | January 1, 2027 | ||||||||||||||||||
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
| Standard | Description | Effective Date | ||||||||||||||||||
ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software | Modernizes the accounting for costs related to internal-use software by eliminating the previous model based on software development stages and introducing a principles-based approach. Under the new guidance, capitalization of software costs begins when management has authorized and committed to funding the project, and it is probable that the software will be completed and used for its intended purpose. | January 1, 2028 | ||||||||||||||||||
ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements | Clarifies the applicability of current interim disclosure requirements under ASC 270, Interim Reporting, and provides a comprehensive list of required interim disclosures. The update also incorporates a disclosure principle that requires entities to disclose material events that occur after the end of the last annual reporting period. | January 1, 2028 | ||||||||||||||||||
ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities | Provides recognition, measurement, and presentation guidance for government grants received by business entities. The update also defines government grants and clarifies their scope, establishes recognition criteria, and includes disclosure requirements regarding the nature of government grants, accounting policies applied, and significant terms and conditions. | January 1, 2029 | ||||||||||||||||||
2. Divestiture
2024 Divestiture
In the fourth quarter of 2024, the Company completed the sale of its non-core Canadian tooling business. Under the terms of the agreement, total cash proceeds of $2,377 were received during the three months ended March 31, 2025. A contingent payment of up to $2,000 may be received in the future based on the Company issuing a set value of purchase orders to the buyer over a specified period.
During the three months ended March 31, 2025, the Company recognized a net gain of $98 related to final purchase price adjustments associated with the sale. This amount is included in selling, engineering & administrative expenses in the condensed consolidated statement of operations.
3. Revenue
Revenue is recognized for manufactured parts at a point in time, generally when products are shipped or delivered. The point at which revenue is recognized often depends on the shipping terms. The Company usually enters into agreements with customers to produce products at the beginning of a vehicle’s life. Blanket purchase orders received from customers and related documents generally establish the annual terms, including pricing, related to a vehicle model. Customers typically pay for parts based on customary business practices with payment terms generally between 30 and 90 days.
The passenger and light duty customer group consists of sales to automotive OEMs and automotive suppliers, while the commercial customer group represents sales to OEMs of on- and off-highway commercial equipment and vehicles. The other customer group includes sales related to specialty and adjacent markets.
Revenue by customer group for the three months ended March 31, 2026 was as follows:
| Sealing Systems | Fluid Handling Systems | Other | Consolidated | ||||||||||||||||||||
| Passenger and Light Duty | $ | $ | $ | $ | |||||||||||||||||||
| Commercial | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
Revenue by customer group for the three months ended March 31, 2025 was as follows:
| Sealing Systems | Fluid Handling Systems | Other | Consolidated | ||||||||||||||||||||
| Passenger and Light Duty | $ | $ | $ | $ | |||||||||||||||||||
| Commercial | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Substantially all of the Company’s revenue is generated from sealing systems and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems) for use in passenger vehicles and light trucks manufactured by global OEMs.
A summary of the Company’s products is as follows:
| Product Line | Description | |||||||
| Sealing Systems | Protect vehicle interiors from weather, dust and noise intrusion for improved driving experience; provide aesthetic and functional class-A exterior surface treatment. | |||||||
| Fluid Handling Systems | Fuel and Brake Delivery Systems: Sense, deliver and control fluid and fluid vapors for fuel and brake systems. Fluid Transfer Systems: Sense, deliver, connect and control fluid delivery for optimal thermal management, powertrain and HVAC operation. | |||||||
Revenue by geographical region for the three months ended March 31, 2026 was as follows:
| Sealing Systems | Fluid Handling Systems | Other | Consolidated | ||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| South America | |||||||||||||||||||||||
| Corporate, eliminations and other | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Revenue by geographical region for the three months ended March 31, 2025 was as follows:
| Sealing Systems | Fluid Handling Systems | Other | Consolidated | ||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| South America | |||||||||||||||||||||||
| Corporate, eliminations and other | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Contract Estimates
The amount of revenue recognized is usually based on the purchase order price and adjusted for variable consideration, including pricing concessions. The Company accrues for pricing concessions by reducing revenue as products are shipped or delivered. The accruals are based on contractual terms, historical experience, anticipated performance and management’s best judgment. The Company also generally has ongoing adjustments to customer pricing arrangements based on the content and cost of its products. Such pricing accruals are adjusted as they are settled with customers. Customer returns, which are infrequent, are usually related to quality or shipment issues and are recorded as a reduction of revenue. The Company generally does not recognize significant return obligations due to their infrequent nature.
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
Contract Balances
The Company’s contract assets consist of unbilled amounts associated with variable pricing arrangements in the Asia Pacific region. Once pricing is finalized, contract assets are transferred to accounts receivable. As a result, the timing of revenue recognition and billings, as well as changes in foreign exchange rates, will impact contract assets on an ongoing basis. Contract assets were not materially impacted by any other factors during the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, the Company had $9,598 and $3,526 , respectively, of contract assets recorded in other current assets in the condensed consolidated balance sheets.
The Company’s contract liabilities consist of advance payments received and due from customers. As of March 31, 2026 and December 31, 2025, the Company did not have any contract liabilities recorded in the condensed consolidated balance sheets.
Other
The Company, at times, enters into agreements that provide for lump sum payments to customers. These payment agreements are recorded as a reduction of revenue during the period in which the commitment is made, unless the payment is contractually recoverable. Amounts related to commitments of future payments to customers in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 were current liabilities of $4,717 and $7,676 , respectively, and long-term liabilities of $653 and $1,265 , respectively.
The Company provides assurance-type warranties to its customers. These warranties offer assurance that the related products will perform as intended and conform to agreed-upon specifications. Costs associated with these warranties are recognized in cost of products sold in the condensed consolidated statements of operations.
4. Restructuring
On an ongoing basis, the Company evaluates its business and objectives to ensure it is appropriately structured and sized in response to changing market conditions. As a result, the Company has implemented several restructuring initiatives, including closure or consolidation of facilities throughout the world and the reorganization of its operating structure.
The Company’s restructuring charges consist of severance, retention and outplacement services, and severance-related postemployment benefits (collectively, “employee separation costs”), along with other related exit costs and asset impairments related to restructuring activities (collectively, “other exit costs”). Employee separation costs are recorded based on existing union and employee contracts, statutory requirements, completed negotiations and Company policy.
Restructuring charges by segment for the three months ended March 31, 2026 and 2025 were as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Sealing Systems (a) | $ | $ | |||||||||||||||||||||
| Fluid Handling Systems | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
(a) Restructuring charges incurred during the three months ended March 31, 2026 are net of reimbursement expected to be received.
Restructuring activity for all restructuring initiatives for the three months ended March 31, 2026 was as follows:
| Employee Separation Costs | Other Exit Costs | Total | |||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ||||||||||||||||||||
| Expense (a) | |||||||||||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||||||||
| Foreign exchange translation and other | ( | ( | ( | ||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ||||||||||||||||||||
(a) Restructuring charges incurred during the three months ended March 31, 2026 exclude reimbursement expected to be received, which is presented gross in other current assets in the condensed consolidated balance sheet as of March 31, 2026.
11
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
5. Inventories
Inventories as of March 31, 2026 and December 31, 2025 consisted of the following:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Work in process | |||||||||||
| Raw materials and supplies | |||||||||||
| Total | $ | $ | |||||||||
6. Goodwill and Intangible Assets
Goodwill
Changes in the carrying amount of goodwill by reporting unit for the three months ended March 31, 2026 were as follows:
| Sealing Systems | Fluid Handling Systems | Industrial Specialty Group | Total | ||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Foreign exchange translation | ( | ( | |||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||
The Company tests goodwill for impairment on an annual basis in the fourth quarter, or more frequently if an event occurs or circumstances indicate the carrying value of goodwill may be impaired. Goodwill impairment testing is performed at the reporting unit level. There were no indicators of potential impairment during the three months ended March 31, 2026.
Intangible Assets
Definite-lived intangible assets and accumulated amortization balances as of March 31, 2026 and December 31, 2025 were as follows:
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Customer relationships | $ | $ | ( | $ | |||||||||||||
| Other | ( | ||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | ( | $ | |||||||||||||
| Customer relationships | $ | $ | ( | $ | |||||||||||||
| Other | ( | ||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | $ | |||||||||||||
12
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
7. Debt and Other Financing
A summary of outstanding debt as of March 31, 2026 and December 31, 2025 was as follows:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Senior Secured First Lien Notes | $ | $ | |||||||||
| First Lien Notes | |||||||||||
| Third Lien Notes | |||||||||||
| 2026 Senior Notes | |||||||||||
| Finance leases | |||||||||||
| Other borrowings | |||||||||||
| Total debt | |||||||||||
| Less: current portion | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
Refinancing Transactions
On March 4, 2026 (the “Settlement Date”), CSA U.S. completed certain refinancing transactions (the “Refinancing Transactions”) consisting of:
•the issuance by CSA U.S. of $1,100,000 aggregate principal amount of 9.250% Senior Secured First Lien Notes due 2031 (the “Senior Secured First Lien Notes”) pursuant to an Indenture, dated as of the Settlement Date (the “Indenture”), by and among CSA U.S., the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Collateral Agent”);
•the redemption of all $616,854 aggregate principal amount of CSA U.S.’s 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 (the “First Lien Notes”) at a redemption price of 102.250% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding the Settlement Date;
•the redemption of all $391,767 aggregate principal amount of CSA U.S.’s 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 (the “Third Lien Notes”) at a redemption price of 101.410% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding the Settlement Date;
•the redemption of all $42,554 aggregate principal amount of CSA U.S.’s 5.625% Senior Notes due 2026 (the “2026 Senior Notes”) at a redemption price of 100.000% of the principal amount thereof, plus accrued interest and unpaid interest thereon to, but excluding the Settlement Date; and
•the entry into Amendment No. 5 (the “Fifth Amendment”) to the Third Amended and Restated Loan Agreement (the “ABL Facility”) with certain lenders, Bank of America, N.A., as agent, and the other parties thereto.
As a result of the Refinancing Transactions, the Company extended the maturities of its indebtedness and reduced the amount of cash interest the Company is required to pay on such indebtedness. The Company recognized a loss on the refinancing and extinguishment of debt of $24,155 during the three months ended March 31, 2026 related to redemption premiums associated with the prepayment of our First Lien Notes and Third Lien Notes and the write off of unamortized debt issuance costs and unamortized original issue discount on our First Lien Notes and Third Lien Notes. Additionally, the Company incurred total fees and redemption premiums of $35,257 associated with the Refinancing Transactions, of which $28,920 were paid during the three months ended March 31, 2026 and $6,337 are recorded in accounts payable in the condensed consolidated balance sheets as of March 31, 2026 and will be paid in future periods. The fees and redemption premiums paid during the three months ended March 31, 2026 are reflected as cash used in financing activities in the condensed consolidated statement of cash flows.
Issuance of Senior Secured First Lien Notes
On the Settlement Date, CSA U.S. issued $1,100,000 aggregate principal amount of Senior Secured First Lien Notes pursuant to the Indenture.
The Senior Secured First Lien Notes are senior secured obligations of CSA U.S. and are guaranteed on a senior secured basis by CS Intermediate Holdco 1 LLC and each of CSA U.S.’s domestic subsidiaries that guarantee certain other indebtedness, including the ABL Facility (collectively, the “Domestic Guarantors”). The Senior Secured First Lien Notes are also guaranteed on a senior unsecured basis by Cooper-Standard Latin America B.V. (together with the Domestic Guarantors, the “Guarantors”), which also guarantees the ABL Facility on a senior unsecured basis.
13
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
The Senior Secured First Lien Notes will mature on March 1, 2031. The Senior Secured First Lien Notes bear interest at the rate of 9.250% per annum, payable semi-annually in arrears in cash on May 15 and November 15 of each year, commencing on November 15, 2026.
CSA U.S. may, at its option, redeem all or part of the Senior Secured First Lien Notes at any time on or after March 1, 2028 at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Prior to March 1, 2028, CSA U.S. may, at its option, redeem some or all of the Senior Secured First Lien Notes at any time, at a price equal to 100% of the principal amount of the Senior Secured First Lien Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a “Make-Whole Premium,” as described in the Indenture. CSA U.S. may also redeem up to 35% of the Senior Secured First Lien Notes prior to March 1, 2028 using the proceeds from certain equity offerings at the redemption price set forth in the Indenture. In addition, at any time prior to March 1, 2028, CSA U.S. may, at its option, redeem during any twelve-month period commencing on the Settlement Date up to 10% of the aggregate principal amount of the Senior Secured First Lien Notes (including any additional Senior Secured First Lien Notes issued after the Settlement Date) at a redemption price equal to 103% of the principal amount of the Senior Secured First Lien Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Upon the occurrence of certain events constituting a Change of Control (as defined in the Indenture), CSA U.S. will be required to make an offer to repurchase all of the Senior Secured First Lien Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Indenture contains certain covenants that limit CSA U.S.’s and its restricted subsidiaries’ ability to, among other things, incur or guarantee additional indebtedness or issue certain preferred stock; incur liens on assets, pay dividends or make other distributions in respect of, or repurchase or redeem, their capital stock or make other restricted payments; prepay, redeem or repurchase certain debt; make certain loans and investments; enter into agreements restricting certain subsidiaries’ ability to pay dividends; enter into transactions with affiliates; and sell certain assets or merge or consolidate with or into other companies. These covenants are subject to a number of important limitations and exceptions. The Indenture also provides for events of default, which, if any occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Senior Secured First Lien Notes to be due and payable immediately.
In connection with the issuance of the Senior Secured First Lien Notes and execution of the Indenture, CSA U.S. and the Domestic Guarantors entered into a Pledge and Security Agreement, dated as of the Settlement Date, among CSA U.S., the Domestic Guarantors and the Collateral Agent. Pursuant to the Pledge and Security Agreement, the obligations of CSA U.S. and the Domestic Guarantors will be secured on (i) a first-priority basis, equally and ratably with all of CSA U.S.’s and the Domestic Guarantor’s obligations under any other pari passu indebtedness, by liens on substantially all of CSA U.S.’s and each Domestic Guarantor’s assets (other than ABL Facility Priority Collateral (as defined below)) (the “Fixed Asset Collateral”) and (ii) a second-priority basis by liens on CSA U.S.’s and each Domestic Guarantor’s accounts receivable, inventory, instruments, chattel paper and other contracts, evidencing, or substituted for, any accounts receivable, guarantees, letters of credit, security and other credit enhancements in each case for the accounts receivable, commercial tort claims and general intangibles to the extent relating to any of the accounts receivable or inventory, bank accounts or securities accounts into which any proceeds of accounts receivable or inventory are deposited, tax refunds, and books and records relating to any of the foregoing (the “ABL Facility Priority Collateral”) and, in each case, any proceeds thereof, subject to certain exceptions set forth in such agreement. On the Settlement Date, the Collateral Agent also joined, as the applicable collateral agent holding a first-priority lien on the Fixed Asset Collateral and a second-priority lien on the ABL Facility Priority Collateral, that certain intercreditor agreement, dated as of January 23, 2023 (the “Intercreditor Agreement”), which provides for the relative priorities of the respective security interests in the Fixed Asset Collateral and the ABL Facility Priority Collateral, and certain other matters relating to the administration of security interests.
As of March 31, 2026, the Company had $15,170 of unamortized debt issuance costs related to the Senior Secured First Lien Notes, which are presented as a direct deduction from the principal balance in the condensed consolidated balance sheet. The debt issuance costs are amortized into interest expense over the term of the Senior Secured First Lien Notes.
ABL Facility
On November 2, 2016, the Company entered into a third amendment and restatement of the ABL Facility. The ABL Facility was amended in March 2020 by Amendment No. 1, in May 2020 by Amendment No. 2, in December 2022 by Amendment No. 3, which became effective on January 27, 2023, in May 2024 by Amendment No. 4, and, most recently, in March 2026 by Amendment No. 5 entered into by certain subsidiaries of the Company, namely Holdings, the CSA U.S. (the “Borrower”), Cooper-Standard Automotive Canada Limited (the “Canadian Borrower”), and certain other subsidiaries of the Borrower, with certain lenders, Bank of America, N.A., as agent, and the other parties thereto. Amendment No. 5, among other matters, modified the guarantors of the ABL Facility to release the guarantees of the Borrower’s subsidiaries in certain foreign jurisdictions, such that the obligations of (a) the Borrower or its affiliates relating to the U.S. borrowing base facility are
14
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
guaranteed on a senior secured basis by the Domestic Guarantors and on a senior unsecured basis by the Dutch Guarantor and (b) the Canadian Borrower relating to the Canadian borrowing base facility are guaranteed on a senior secured basis by CSA U.S., the Domestic Guarantors, the Canadian Borrower and Canadian subsidiaries.
The termination date for all outstanding revolving commitments is May 6, 2029, with the aggregate revolving loan commitment remaining at $180,000.
The aggregate revolving loan availability includes a $100,000 letter of credit sub-facility and a $25,000 swing line sub-facility. The ABL Facility also provides for an uncommitted $100,000 incremental loan facility, for a potential total ABL Facility of $280,000 (if requested by the Borrowers and the lenders agree to fund such increase). No consent of any lender (other than those participating in the increase) is required to effect any such increase, subject to receiving any required consents under the Company’s other debt documents which contain restrictions on incremental debt. The Company’s borrowing base as of March 31, 2026 was $174,659 and the monthly fixed charge coverage ratio was at a level that provided the Company with full access to the borrowing base. Net of $7,398 of outstanding letters of credit, the Company effectively had $167,261 available for borrowing under its ABL Facility as of March 31, 2026.
As of March 31, 2026 and December 31, 2025, there were no borrowings under the ABL Facility.
As of March 31, 2026 and December 31, 2025, the Company had $1,123 and $840 , respectively, of unamortized debt issuance costs related to the ABL Facility recorded in other long-term assets in the condensed consolidated balance sheets.
Debt Covenants
The Company was in compliance with all applicable covenants of the Senior Secured First Lien Notes and ABL Facility as of March 31, 2026.
Other Financing
Finance leases and other. Other borrowings as of March 31, 2026 and December 31, 2025 reflect finance leases and other borrowings under local bank lines classified as debt payable within one year in the condensed consolidated balance sheets.
Receivables factoring. As a part of its working capital management, the Company sells certain receivables through a single third-party financial institution (the “Factor”) in a pan-European program. The amount sold varies each month based on the amount of underlying receivables and cash flow needs of the Company. These are permitted transactions under the Company’s credit agreements governing the ABL Facility and the indenture governing the Senior Secured First Lien Notes. The European factoring facility allows the Company to factor up to €80,000 of its Euro-denominated accounts receivable, accelerating access to cash and reducing credit risk. The factoring facility expires on December 31, 2026.
Costs incurred on the sale of receivables are recorded in other expense, net in the condensed consolidated statements of operations. The sale of receivables under this contract is considered an off-balance sheet arrangement to the Company and is accounted for as a true sale and is excluded from accounts receivable in the condensed consolidated balance sheets.
Amounts outstanding under the European factoring facility as of March 31, 2026 and December 31, 2025 were as follows:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Off-balance sheet arrangements | $ | $ | |||||||||
Accounts receivable factored and related costs associated with the European factoring facility were as follows:
| Off-Balance Sheet Arrangements | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accounts receivable factored | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Costs | |||||||||||||||||||||||||||||||||||||||||||||||
As of March 31, 2026 and December 31, 2025, cash collections on behalf of the Factor that had yet to be remitted were $1,854 and $1,606 , respectively, and are reflected in other current assets as restricted cash with a corresponding payable reflected in accrued liabilities in the condensed consolidated balance sheets.
15
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
8. Fair Value Measurements and Financial Instruments
Fair Value Measurements
Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy is utilized, which prioritizes the inputs used in measuring fair value as follows:
| Level 1: | Observable inputs such as quoted prices in active markets; | ||||
| Level 2: | Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | ||||
| Level 3: | Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||
Items Measured at Fair Value on a Recurring Basis
Estimates of the fair value of foreign currency derivative instruments are determined using exchange traded prices and rates. The Company also considers the risk of non-performance in the estimation of fair value and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. In certain instances where market data is not available, the Company uses management judgment to develop assumptions that are used to determine fair value. Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured or disclosed at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 were as follows:
| March 31, 2026 | December 31, 2025 | Input | |||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||
| Forward foreign exchange contracts - other current assets | $ | $ | Level 2 | ||||||||||||||
| Forward foreign exchange contracts - accrued liabilities | $ | $ | ( | Level 2 | |||||||||||||
Items Measured at Fair Value on a Nonrecurring Basis
In addition to items that are measured at fair value on a recurring basis, the Company measures certain assets and liabilities at fair value on a nonrecurring basis, which are not included in the table above. As these nonrecurring fair value measurements are generally determined using unobservable inputs, these fair value measurements are classified within Level 3 of the fair value hierarchy.
Items Not Carried at Fair Value
Fair value of the Company’s Senior Secured First Lien Notes as of March 31, 2026, and the combined fair values of the Company’s First Lien Notes, Third Lien Notes, and 2026 Senior Notes as of December 31, 2025, were as follows:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Aggregate fair value | $ | $ | |||||||||
Aggregate carrying value (1) | $ | $ | |||||||||
(1) Excludes unamortized debt issuance costs and unamortized original issue discount.
Fair values were based on quoted market prices and are classified within Level 1 of the fair value hierarchy.
Derivative Instruments and Hedging Activities
The Company is exposed to fluctuations in foreign currency exchange rates, interest rates and commodity prices. The Company enters into derivative instruments primarily to hedge portions of its forecasted foreign currency denominated cash flows and designates these derivative instruments as cash flow hedges in order to qualify for hedge accounting. The Company also enters into derivative instruments to manage exposure related to foreign currency denominated monetary assets and liabilities.
The Company formally documents its hedge relationships, including the identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company also formally assesses whether a cash flow hedge is highly effective in offsetting changes in cash flows of the hedged item. Derivatives are recorded at fair value in other current assets, other assets, accrued liabilities and other long-term liabilities.
16
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
For a cash flow hedge, the change in fair value of the derivative is recorded in accumulated other comprehensive income (loss) (“AOCI”) in the condensed consolidated balance sheets, to the extent that the hedges are effective, and reclassified into earnings when the underlying hedged transaction is realized. The realized gains and losses are recorded on the same line as the hedged transaction in the condensed consolidated statements of operations. Derivatives not designated as hedging instruments are marked-to-market with changes in fair value recorded in earnings. Cash flows from derivatives used to manage foreign exchange risks are classified as operating activities within the condensed consolidated statements of cash flows.
The Company is exposed to credit risk in the event of nonperformance by its counterparties on its derivative financial instruments. The Company mitigates this credit risk exposure by entering into agreements directly with major financial institutions with high credit standards that are expected to fully satisfy their obligations under the contracts.
Cash Flow Hedges
Forward Foreign Exchange Contracts. The Company uses forward contracts to mitigate the potential volatility to earnings and cash flows arising from changes in currency exchange rates that impact the Company’s foreign currency transactions. The principal currencies hedged by the Company include various European currencies, the Canadian Dollar, and the Mexican Peso. As of March 31, 2026 and December 31, 2025, the notional amount of these contracts was $157,947 and $222,988 , respectively, and consisted of hedges of cash flow transactions extending out to December 2026.
Pretax amounts related to the Company’s cash flow hedges that were recognized in other comprehensive income (loss) (“OCI”) were as follows:
| Gain Recognized in OCI | |||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Cash flow hedges | $ | $ | |||||||||||||||||||||
Pretax amounts related to the Company’s cash flow hedges that were reclassified from AOCI and recognized in cost of products sold were as follows:
| Gain (Loss) Reclassified from AOCI to Income | |||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Cash flow hedges | $ | $ | ( | ||||||||||||||||||||
Derivatives Not Designated as Hedges
Forward Foreign Exchange Contracts. The Company uses one-month forward contracts to manage exposure related to certain foreign currency denominated monetary assets and liabilities. The contracts are not designated as cash flow or fair value hedges under ASC 815 and therefore are marked-to-market with changes in fair value recorded in earnings. The principal currencies hedged by the Company are the Mexican Peso and Brazil Real. As of March 31, 2026 and December 31, 2025, the notional amount outstanding was $12,247 and $20,489 , respectively.
Pretax amounts related to the Company’s non-designated derivatives that were recognized in other (expense) income, net were as follows:
| Loss Recognized in Income | |||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Non-designated foreign currency contracts | $ | ( | $ | ( | |||||||||||||||||||
17
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
9. Pensions and Postretirement Benefits Other Than Pensions
The components of net periodic benefit cost (income) for the Company’s defined benefit plans and other postretirement benefit plans were as follows:
| Pension Benefits | |||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of prior service cost and actuarial loss (gain) | ( | ||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||
| Other Postretirement Benefits | |||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Amortization of prior service credit and actuarial (gain) loss | ( | ( | ( | ||||||||||||||||||||
| Net periodic benefit (income) cost | $ | ( | $ | $ | ( | $ | |||||||||||||||||
The service cost component of net periodic benefit cost (income) is included in cost of products sold and selling, administrative and engineering expenses in the condensed consolidated statements of operations. All other components of net periodic benefit cost (income) are included in other (expense) income, net, in the condensed consolidated statements of operations for all periods presented.
10. Other (Expense) Income, Net
The components of other (expense) income, net were as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Foreign currency (losses) gains | $ | ( | $ | ||||||||||||||||||||
| Components of net periodic cost other than service cost | ( | ( | |||||||||||||||||||||
| Factoring costs | ( | ( | |||||||||||||||||||||
| Miscellaneous income (a) | |||||||||||||||||||||||
| Other (expense) income, net | $ | ( | $ | ||||||||||||||||||||
(a) Miscellaneous income includes $9,962 related to certain royalty settlements during the three months ended March 31, 2025. The royalties were earned in connection with intellectual property licensed to the buyer of a previously divested business.
11. Income Taxes
The Company determines its effective tax rate each quarter based upon its estimated annual effective tax rate. The Company records the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year where no tax benefit can be recognized are excluded from the estimated annual effective tax rate.
18
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
Income tax expense, (loss) income before income taxes and the corresponding effective tax rate for the three months ended March 31, 2026 and 2025 were as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Income tax expense | $ | $ | |||||||||||||||||||||
| (Loss) income before income taxes | ( | ||||||||||||||||||||||
| Effective tax rate | ( | % | % | ||||||||||||||||||||
The effective tax rate for the three months ended March 31, 2026 varied from the effective tax rate for the three months ended March 31, 2025 primarily due to the geographic mix of pre-tax income and losses, and the inability to record a tax expense for pre-tax income and a benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances and other permanent items.
The income tax rate for the three months ended March 31, 2026 and 2025 varied from the U.S. statutory rate primarily due to the inability to record a tax expense for pre-tax income and a tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances, tax credits, the impact of income taxes on foreign earnings taxed at rates varying from the U.S. statutory rate, and other permanent items.
The Company’s current and future provision for income taxes is impacted by changes in valuation allowances in the U.S. and certain foreign jurisdictions. The Company’s future provision for income taxes will include no tax benefit with respect to losses incurred and, except for certain jurisdictions, no tax expense with respect to income generated in these countries until the respective valuation allowances are eliminated. Accordingly, income taxes are impacted by changes in valuation allowances and the mix of earnings among jurisdictions. The Company evaluates the realizability of its deferred tax assets on a quarterly basis. In completing this evaluation, the Company considers all available evidence in order to determine, based on the weight of the evidence, if a valuation allowance for its deferred tax assets is necessary. Such evidence includes historical results, future reversals of existing taxable temporary differences and expectations for future taxable income (exclusive of the reversal of temporary differences and carryforwards), as well as the implementation of feasible and prudent tax planning strategies. If, based on the weight of the evidence, it is more likely than not that all or a portion of the Company’s deferred tax assets will not be realized, a valuation allowance is recorded. If operating results improve or decline on a continual basis in a particular jurisdiction, the Company’s decision regarding the need for a valuation allowance could change, resulting in either the initial recognition or reversal of a valuation allowance in that jurisdiction, which could have a significant impact on income tax expense in the period recognized and subsequent periods. In determining the provision for income taxes for financial statement purposes, the Company makes certain estimates and judgments, which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities.
The Company has an ongoing dispute related to its 2015-2018 U.S. federal income tax filings. The Internal Revenue Service (“IRS”) asserts that income earned by a Netherlands subsidiary from its Mexican branch operations should be categorized as foreign based company sales income under Section 954(d) of the Internal Revenue Code and should be recognized currently as taxable income on the Company’s 2015-2018 U.S. federal income tax filings. The Company has been unable to reach a resolution through the IRS appeals process, but does plan to continue to challenge these proposed adjustments through the litigation process in the U.S. Court of Federal Claims in the future, if necessary. The Company believes, after consultation with tax and legal counsel, that it is more likely than not that it will ultimately be successful in defending its position. As such, the Company has not recorded any impact of the IRS’s proposed adjustment in its condensed consolidated financial statements as of the three months ended March 31, 2026. In the event the Company is not successful in defending its position, the potential income tax expense impact, including interest, related to tax years 2015 through March 31, 2026 is less than $10,000.
The Organization for Economic Co-operation and Development (“OECD”) has introduced model rules that propose a global minimum tax framework which has been implemented and enacted by a number European Union member states and other jurisdictions around the world. The Company has recorded the impact of the global minimum tax as currently enacted in the condensed consolidated financial statements for the three months ended March 31, 2026 and March 31, 2025. On January 5, 2026 the OECD announced a new package of administrative guidance under the Pillar Two global minimum tax rules which introduces a new Side by Side Safe Harbor (“SbS Safe Harbor”) that allows multinational enterprise groups with an ultimate parent entity located in a qualified side by side regime to elect a deemed top-up tax of zero across all domestic and foreign operations. As of March 31, 2026, while the OECD has identified the United States as a qualifying jurisdiction, the SbS Safe Harbor has not yet been formally enacted into domestic law in most jurisdictions where we have operations. As a result, we have not reflected the potential benefits of the SbS Safe Harbor election in our condensed consolidated financial statements for the three months ended March 31, 2026. The Company will continue to monitor the legislative progress of the SbS Safe Harbor
19
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
and other Pillar Two measures and adjust its calculations accordingly when provisions are enacted. We do not expect these changes to have a material impact on the Company’s condensed consolidated financial statements.
On July 4, 2025, the United States enacted a budget reconciliation package known as the One Big Beautiful Bill Act of 2025 (“OBBBA”) into law. The OBBBA includes a broad range of tax reform provisions, including extending and modifying various provisions of the Tax Cuts and Jobs Act and expanding certain incentives in the Inflation Reduction Act while accelerating the phase-out of other incentives. The legislation has multiple effective dates, with some provisions that took effect in 2025 and others being implemented through 2027. The tax reform provisions of the OBBBA did not have a material impact on the Company’s condensed consolidated financial statements for the three months ended March 31, 2026.
12. Net (Loss) Income Per Share Attributable to Cooper-Standard Holdings Inc.
Basic net (loss) income per share attributable to Cooper-Standard Holdings Inc. was computed by dividing net (loss) income attributable to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income per share attributable to Cooper-Standard Holdings Inc. was computed using the treasury stock method by dividing diluted net (loss) income available to Cooper-Standard Holdings Inc. by the weighted average number of shares of common stock outstanding, including the potential dilutive effect of common stock equivalents and non-participating share-based awards, using the average share price during the period.
Information used to compute basic and diluted net (loss) income per share attributable to Cooper-Standard Holdings Inc. was as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net (loss) income available to Cooper-Standard Holdings Inc. common stockholders | $ | ( | $ | ||||||||||||||||||||
| Basic weighted average shares of common stock outstanding | |||||||||||||||||||||||
| Dilutive effect of common stock equivalents | |||||||||||||||||||||||
| Diluted weighted average shares of common stock outstanding | |||||||||||||||||||||||
| Basic net (loss) income per share attributable to Cooper-Standard Holdings Inc. | $ | ( | $ | ||||||||||||||||||||
| Diluted net (loss) income per share attributable to Cooper-Standard Holdings Inc. | $ | ( | $ | ||||||||||||||||||||
Securities excluded from the calculation of diluted net loss per share were approximately 968,000 for the three months ended March 31, 2026 because the inclusion of such securities in the calculation would have been anti-dilutive. There were no anti-dilutive securities during the three months ended March 31, 2025.
20
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
13. Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss by component, net of related tax, were as follows:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||||||||||||
| Balance at beginning of period | $ | ( | $ | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | (1) | (1) | ||||||||||||||||||||||||
| Balance at end of period | $ | ( | $ | ( | ||||||||||||||||||||||
| Benefit plan liabilities | ||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | ||||||||||||||||||||||||
Other comprehensive income (loss) before reclassifications (net of tax (benefit) expense of $( | ( | ( | ||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | ( | (2) | ( | (3) | ||||||||||||||||||||||
| Balance at end of period | $ | $ | ||||||||||||||||||||||||
| Fair value change of derivatives | ||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | ( | |||||||||||||||||||||||
Other comprehensive income (loss) before reclassifications (net of tax expense of $ | ||||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) (net of tax expense of $ | ( | |||||||||||||||||||||||||
| Balance at end of period | $ | $ | ( | |||||||||||||||||||||||
| Accumulated other comprehensive loss, ending balance | $ | ( | $ | ( | ||||||||||||||||||||||
(1)Includes other comprehensive income (loss) related to intra-entity foreign currency balances that are of a long-term investment nature of $(2,981 ) and $18,069 for the three months ended March 31, 2026 and 2025, respectively.
(2)Includes the effect of the amortization of actuarial gains of $644 and amortization of prior service cost of $4 , net of tax of $(4 ).
14. Common Stock
Share Repurchase Program
In June 2018, the Company’s Board of Directors approved a common stock repurchase program (the “2018 Program”) authorizing the Company to repurchase, in the aggregate, up to $150,000 of its outstanding common stock. Under the 2018 Program, repurchases may be made on the open market, through private transactions, accelerated share repurchases, round lot or block transactions on the New York Stock Exchange or otherwise, as determined by management and in accordance with prevailing market conditions and federal securities laws and regulations. The Company expects to fund any future repurchases from cash on hand and future cash flows from operations. The Company is not obligated to acquire a particular amount of securities, and the 2018 Program may be discontinued at any time at the Company’s discretion. The 2018 Program became effective in November 2018. As of March 31, 2026, the Company had approximately $98,720 of repurchase authorization remaining under the 2018 Program. The Company did not make any repurchases under the 2018 Program during the three months ended March 31, 2026 or 2025.
15. Commitments and Contingencies
The Company is periodically involved in claims, litigation and various legal matters (generally, “matters”) that arise in the ordinary course of business. The Company accrues for litigation exposure when it is probable that future costs will be incurred and such costs can be reasonably estimated. Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified. As of March 31, 2026, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for claims, litigation and various legal matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the
21
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
Company’s financial condition, results of operations or cash flows could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.
In addition, many of the Company’s current and former facilities are located on properties with long histories of industrial or commercial operations, and some of these properties have been subject to certain environmental investigations and remediation activities. The Company maintains environmental reserves for certain of these locations. As of March 31, 2026 and December 31, 2025, the Company had approximately $7,092 and $7,550 , respectively, reserved in accrued liabilities and other liabilities in the condensed consolidated balance sheets on an undiscounted basis. In some cases, remediation activities are expected to continue for an extended period of time. Where the full scope or duration of such activities cannot be reasonably estimated due to uncertainties related to regulatory requirements, site performance, or technology changes, the Company has accrued only for those costs that are currently estimable. The Company will update its estimates as new information becomes available, as applicable.
Because some environmental laws (such as the Comprehensive Environmental Response, Compensation and Liability Act and analogous state laws) can impose liability retroactively and regardless of fault on potentially responsible parties for the entire cost of cleanup at currently or formerly owned or operated facilities, as well as sites at which such parties disposed or arranged for disposal of hazardous waste, the Company could become liable for investigating or remediating contamination at their current or former properties or other properties (including offsite waste disposal locations). The Company may not always be in complete compliance with all applicable requirements of environmental laws or regulation, and the Company may receive notices of violation or become subject to enforcement actions or incur material costs or liabilities in connection with such requirements. In addition, new environmental requirements or changes to interpretations of existing requirements, or in their enforcement, could have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
While the Company’s costs to defend and settle known claims arising under environmental laws have not been material in the past and are not currently estimated to have a material adverse effect on the Company’s financial condition, such costs may be material to the Company’s financial statements in the future.
16. Segment Reporting
The Company’s business is organized in two reportable segments: Sealing Systems and Fluid Handling Systems. These reportable segments represent the operating segments that are evaluated by management, including the Chief Operating Decision Maker (“CODM”), to assess performance and allocate resources. Both segments meet the quantitative thresholds for separate disclosure under ASC 280. All other business activities are reported in Corporate, eliminations and other.
The Company’s CODM, the Chairman and Chief Executive Officer, uses segment adjusted EBITDA as the measure of earnings to evaluate the performance of each segment and to allocate resources, including employees, property, plant and equipment, as well as financial and capital resources. The CODM regularly reviews budget-to-actual variances on a monthly basis for segment adjusted EBITDA to assess performance and make resource allocation decisions. The results of each segment include certain allocations for general, administrative and other shared costs. Segment adjusted EBITDA as used by the Company may not be directly comparable to similarly titled measures reported by other companies.
The measure of segment assets used by the CODM to evaluate segment performance and allocate resources is reported as total assets on the condensed consolidated balance sheets. While inventory and tooling balances by segment are regularly provided to the CODM, this information is not used as a basis for assessing segment performance or determining resource allocation decisions.
22
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||
| Sealing Systems | Fluid Handling Systems | Total | Sealing Systems | Fluid Handling Systems | Total | ||||||||||||||||||||||||||||||
| Gross reportable segment sales | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Intersegment sales | 11,003 | 2,067 | 11,610 | 816 | |||||||||||||||||||||||||||||||
| Total reportable segment sales | $ | $ | $ | 666,249 | $ | $ | $ | 648,309 | |||||||||||||||||||||||||||
| Reconciliation of segment sales | |||||||||||||||||||||||||||||||||||
| Corporate, eliminations and other (a) | |||||||||||||||||||||||||||||||||||
| Total consolidated sales | $ | $ | |||||||||||||||||||||||||||||||||
| Cost of products sold (b) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Other segment items (c) | |||||||||||||||||||||||||||||||||||
| Total reportable segment adjusted EBITDA | $ | 29,951 | $ | 23,455 | $ | 53,406 | $ | 32,312 | $ | 20,982 | $ | 53,294 | |||||||||||||||||||||||
| Depreciation and amortization | 11,851 | 8,946 | 23,828 | ||||||||||||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||||||||||||||
| Interest expense, net of interest income | |||||||||||||||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||||||||||||||
| Loss on refinancing and extinguishment of debt | |||||||||||||||||||||||||||||||||||
| Gain on sale of businesses, net | ( | ||||||||||||||||||||||||||||||||||
| Corporate, eliminations and other | (2,397) | 5,421 | |||||||||||||||||||||||||||||||||
| Total consolidated net (loss) income | $ | ( | $ | ||||||||||||||||||||||||||||||||
(a) Includes revenue from the Industrial and Specialty Group business, which is an operating segment that does not meet the quantitative thresholds for determining reportable segments.
(b) Includes depreciation consistent with the Company's condensed consolidated statements of operations. Depreciation is subsequently excluded from segment adjusted EBITDA through the "Other segment items" row to align with management's performance measure.
(c) Other segment items represent income and expenses that are included in the segment Adjusted EBITDA measure, such as selling, administration and engineering expenses and foreign currency gains and losses.
23
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except share and per share amounts)
Certain financial information on the Company’s reportable segments was as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||
| Sealing Systems | $ | $ | |||||||||||||||||||||
| Fluid Handling Systems | |||||||||||||||||||||||
| Total for reportable segments | $ | $ | |||||||||||||||||||||
| Corporate, eliminations and other | |||||||||||||||||||||||
| Consolidated | $ | $ | |||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| Segment assets | |||||||||||
| Sealing Systems | $ | $ | |||||||||
| Fluid Handling Systems | |||||||||||
| Total for reportable segments | $ | $ | |||||||||
| Corporate, eliminations and other | |||||||||||
| Consolidated | $ | $ | |||||||||
24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. Our historical results may not indicate, and should not be relied upon as an indication of, our future performance. Our forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. See “Forward-Looking Statements” below for a discussion of risks associated with reliance on forward-looking statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed below and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“2025 Annual Report”), including Item 1A. “Risk Factors.” The following should be read in conjunction with our 2025 Annual Report and the other information included herein. Our discussion of trends and conditions supplements and updates such discussion included in our 2025 Annual Report. References in this quarterly report on Form 10-Q (the “Report”) to “we,” “our,” or the “Company” refer to Cooper-Standard Holdings Inc., together with its consolidated subsidiaries.
Executive Overview
Our Business
We design, manufacture and sell sealing systems and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems) for use primarily in passenger vehicles and light trucks manufactured by global original equipment manufacturers (“OEMs”). We are primarily a “Tier 1” supplier, with approximately 86% of our sales in 2025 made directly to major OEMs for installation on new vehicles.
Recent Trends and Conditions
General Economic Conditions and Outlook
The global automotive industry is susceptible to unpredictable economic conditions that can adversely impact new vehicle demand and production levels. These challenges may be compounded by disruptions in supply chains for certain critical materials and components, while business conditions can vary materially by region and over time. In 2025, global light vehicle production increased modestly despite persistent economic risks and uncertainties stemming from ongoing geopolitical conflicts, vehicle affordability pressures and shifts in U.S. trade policy, including the implementation of significant new tariffs on a broad range of imported goods, automobiles included. This growth was primarily driven by strong production volumes in China, which more than offset declines in North America and Europe. The industry outlook for 2026 is increasingly uncertain due to geopolitical risks, including military actions in the Middle East, rising oil prices, constraints on global trade and transportation through the Strait of Hormuz, increased inflationary pressures and reduced consumer confidence.
In North America, consumer confidence in the United States remains subdued, with certain surveys and economic indices declining to their lowest levels in over a decade. Ongoing concerns regarding U.S. military actions in the Middle East and continued uncertainty surrounding U.S. trade policy have contributed to heightened volatility across capital and consumer markets. Persistently high interest rates, elevated prices for energy and consumer goods, and rising levels of consumer debt are further weighing on overall economic activity. Conversely, lower tax rates, reduced regulation, and other incentives included in recently enacted legislation are expected to support commercial investment and consumer demand once geopolitical conditions stabilizes. Economists at the International Monetary Fund (“IMF”) project that the economies of the United States, Canada and Mexico will grow by 2.3 percent, 1.5 percent and 1.6 percent, respectively, in 2026.
In Europe, trends toward economic stabilization and expansion evident earlier in the year have been disrupted by the military actions in the Middle East. Rising oil and natural gas prices are contributing to higher inflation and lower consumer spending. Fiscal stimulus, particularly in Germany, increased defense-related spending, and continuing solid business investment are expected to provide some support to regional economic activity, partially offsetting lower consumer spending. Amid this uncertain environment, economists at the IMF project that the Eurozone economy will grow by 1.1 percent in 2026.
In the Asia Pacific region, China’s economy has continued to grow steadily, supported by domestic stimulus measures and increased export activity. Lower effective U.S. tariffs and domestic stimulus have helped offset certain impacts of the military actions in the Middle East. However, weak consumer demand, persistent declines in property values and rising public debt continue to cloud the outlook for future growth, with consumer confidence remaining near its lowest level in a decade. Despite these challenges, economists at the IMF project that China’s economy will grow by 4.4 percent in 2026.
In South America, the Brazilian central bank initiated a policy to lower interest rates during the first quarter of 2026 in an effort to stimulate economic growth. However, inflationary pressures have re-emerged as military actions in the Middle East
25
have led to higher energy prices and increased costs for imported fertilizers critical to Brazil’s agriculture sector. With inflation concerns rising, the central bank may need to moderate its pace of rate reductions in the near term. Despite these concerns and ongoing global market uncertainty, consumer confidence in Brazil remains well above the averages observed over the past decade. As a result, economists at the IMF project that Brazil's economy will grow by 1.9 percent in 2026.
Production Levels
Our business is directly affected by automotive vehicle production rates in North America, Europe, the Asia Pacific region and South America. These production rates can be impacted by changing macro-economic conditions, geopolitical actions, regional consumer sentiment, labor disruptions, supply chain disruptions and changing regulatory and trade requirements, among other factors.
Light vehicle production in certain regions for the three months ended March 31, 2026 and 2025 was as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (in millions of units) | 2026(1) | 2025(1) | % Change | ||||||||||||||||||||||||||||||||
| North America | 3.7 | 3.8 | (2.0)% | ||||||||||||||||||||||||||||||||
| Europe | 4.3 | 4.4 | (0.9)% | ||||||||||||||||||||||||||||||||
| Asia Pacific | 12.3 | 12.8 | (3.6)% | ||||||||||||||||||||||||||||||||
| Greater China | 6.5 | 7.2 | (9.7)% | ||||||||||||||||||||||||||||||||
| South America | 0.7 | 0.7 | 3.8% | ||||||||||||||||||||||||||||||||
(1)Production data based on S&P Global, April 2026.
Current industry forecasts project that global light vehicle production for the full year 2026 will decline by approximately 2% compared to the full year 2025, followed by modest growth in 2027. Actual production volumes, however, have varied historically and may fluctuate from forecasted levels due to geopolitical actions, catastrophic events affecting the supply of aluminum and other critical materials and components, broader supply chain disruptions, labor-related disruptions in certain regions or locations, cyberattacks or natural disasters impacting customer operations, changes in consumer demand, the regulatory environment, availability of incentives and overall industry competitiveness, among other factors. In addition, the electric vehicle segment continues to face significant challenges in achieving previously forecasted production volumes, particularly in North America.
Raw Materials
Our business is susceptible to inflationary pressures related to raw materials. Abrupt changes in the market prices or availability of certain key raw materials may result in operational and profitability challenges for the Company and the industry as a whole. Although global commodity markets and pricing remained relatively stable in 2025, geopolitical instability in the Middle East during the first three months of 2026 has contributed to higher oil prices and disruptions along major global shipping routes. These conditions may result in shipment delays, extended transit times, increased fuel, freight and insurance costs, reduced carrier availability, or the need to reroute cargo, any of which could adversely affect our supply chain, production schedules, operating costs, and ability to meet customer delivery commitments. To date, we have not experienced a material financial impact from the ongoing geopolitical instability in the Middle East. We continue to work closely with our customers and suppliers to mitigate ongoing inflationary pressures and material-related cost exposures through a combination of index-based pricing agreements and other commercial enhancements.
General Inflation and Recovery Strategy
In response to inflationary cost pressures that we continue to experience, we have implemented aggressive lean and cost optimization initiatives that are helping to offset these cost pressures. In addition, we continue to actively pursue pricing adjustments from our customers to offset higher costs in our current business, where the higher costs are market driven and beyond our immediate control.
26
Results of Operations
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||||||||||||||
| (Dollar amounts in thousands) | |||||||||||||||||||||||||||||||||||
| Sales | $ | 686,359 | $ | 667,069 | $ | 19,290 | |||||||||||||||||||||||||||||
| Cost of products sold | 603,941 | 589,891 | 14,050 | ||||||||||||||||||||||||||||||||
| Gross profit | 82,418 | 77,178 | 5,240 | ||||||||||||||||||||||||||||||||
| Selling, administration & engineering expenses | 52,505 | 51,191 | 1,314 | ||||||||||||||||||||||||||||||||
| Amortization of intangibles | 1,224 | 1,612 | (388) | ||||||||||||||||||||||||||||||||
| Restructuring charges | 4,632 | 2,111 | 2,521 | ||||||||||||||||||||||||||||||||
| Operating income | 24,057 | 22,264 | 1,793 | ||||||||||||||||||||||||||||||||
| Interest expense, net of interest income | (28,308) | (28,619) | 311 | ||||||||||||||||||||||||||||||||
| Equity in earnings of affiliates | 1,449 | 1,776 | (327) | ||||||||||||||||||||||||||||||||
| Loss on refinancing and extinguishment of debt | (24,155) | — | (24,155) | ||||||||||||||||||||||||||||||||
| Other (expense) income, net | (2,112) | 8,884 | (10,996) | ||||||||||||||||||||||||||||||||
| (Loss) income before income taxes | (29,069) | 4,305 | (33,374) | ||||||||||||||||||||||||||||||||
| Income tax expense | 4,197 | 2,703 | 1,494 | ||||||||||||||||||||||||||||||||
| Net (loss) income | (33,266) | 1,602 | (34,868) | ||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | (37) | (50) | 13 | ||||||||||||||||||||||||||||||||
| Net (loss) income attributable to Cooper-Standard Holdings Inc. | $ | (33,303) | $ | 1,552 | $ | (34,855) | |||||||||||||||||||||||||||||
Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025
Sales
| Three Months Ended March 31, | Variance Due To: | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | Volume/Mix* | Foreign Exchange | ||||||||||||||||||||||||||||||||||
| (dollar amounts in thousands) | ||||||||||||||||||||||||||||||||||||||
| Total sales | $ | 686,359 | $ | 667,069 | $ | 19,290 | $ | (4,704) | $ | 23,994 | ||||||||||||||||||||||||||||
* Net of customer price adjustments, including recoveries.
Sales for the three months ended March 31, 2026 increased 2.9%, compared to the three months ended March 31, 2025. The increase in sales was driven by favorable foreign exchange, partially offset by net unfavorable volume and mix, net of customer price adjustments including recoveries.
Gross Profit
| Three Months Ended March 31, | Variance Due To: | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | Volume/Mix* | Foreign Exchange | Cost Increases/(Decreases)** | |||||||||||||||||||||||||||||||||
| (dollar amounts in thousands) | ||||||||||||||||||||||||||||||||||||||
| Cost of products sold | $ | 603,941 | $ | 589,891 | $ | 14,050 | $ | 2,762 | $ | 24,114 | $ | (12,826) | ||||||||||||||||||||||||||
| Gross profit | 82,418 | 77,178 | 5,240 | (7,466) | (120) | 12,826 | ||||||||||||||||||||||||||||||||
| Gross profit percentage of sales | 12.0 | % | 11.6 | % | ||||||||||||||||||||||||||||||||||
* Net of customer price adjustments, including recoveries.
** Net of savings from restructuring initiatives.
Cost of products sold is primarily comprised of direct materials, labor, manufacturing overhead, freight, depreciation and other direct operating expenses. Among these, direct materials represent the largest component, accounting for
27
approximately 50% and 52% of total costs of products sold for the three months ended March 31, 2026 and March 31, 2025, respectively. The change in cost of products sold was impacted by unfavorable foreign exchange, increased costs from volume and mix, net of recoveries, and higher inflation of labor and overhead, partially offset by manufacturing and purchasing savings through lean initiatives and savings from prior year restructuring initiatives.
Gross profit for the three months ended March 31, 2026 increased $5.2 million compared to the three months ended March 31, 2025. The change in gross profit was driven by manufacturing and purchasing savings through lean initiatives and savings from prior year restructuring initiatives, partially offset by unfavorable volume and mix, net of recoveries, and higher inflation of labor and overhead.
Selling, Administration and Engineering Expenses. Selling, administration and engineering expenses for the three months ended March 31, 2026 were $52.5 million, or 7.6% of sales, compared to $51.2 million, or 7.7% of sales for the three months ended March 31, 2025. The increase in dollar terms was primarily due to foreign exchange.
Restructuring Charges. Restructuring charges for the three months ended March 31, 2026 increased $2.5 million compared to the three months ended March 31, 2025. The increase was primarily driven by higher restructuring costs related to employee severance and other related exit costs in our Fluid Handling Systems segment.
Loss on Refinancing and Extinguishment of Debt. Loss on refinancing and extinguishment of debt for the three months ended March 31, 2026 was $24.2 million, which resulted from redemption premiums associated with the prepayment of our First Lien Notes and Third Lien Notes and the write off of unamortized debt issuance costs and unamortized original issue discount on our First Lien Notes and Third Lien Notes related to the Refinancing Transactions described in Liquidity and Capital Resources.
Other (Expense) Income, Net. Other expense, net for the three months ended March 31, 2026 was $2.1 million compared to other income, net of $8.9 million for the three months ended March 31, 2025. The change was primarily driven by $10.0 million of income recognized in connection with certain royalty settlements in the prior year period.
Income Tax Expense. Income tax expense for the three months ended March 31, 2026 was $4.2 million on losses before income taxes of $29.1 million compared to income tax expense of $2.7 million on earnings before income taxes of $4.3 million for the three months ended March 31, 2025. The effective tax rate for the three months ended March 31, 2026 differed from the effective tax rate for the three months ended March 31, 2025 primarily due to the geographic mix of pre-tax earnings and losses, the inability to record a tax benefit for pre-tax losses in the U.S. and certain foreign jurisdictions due to valuation allowances, and other permanent items.
Segment Results of Operations
Our business is organized in two reportable segments: Sealing Systems and Fluid Handling Systems. All other business activities are reported in Corporate, eliminations and other. The Company uses segment adjusted EBITDA as the measure of earnings to assess the performance of each segment and determine the resources to be allocated to the segments. We have defined adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, restructuring expense, and special items.
The following tables present sales and segment adjusted EBITDA for each of the reportable segments.
Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025
Sales
| Three Months Ended March 31, | Variance Due To: | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | Volume/Mix* | Foreign Exchange | ||||||||||||||||||||||||||||||||||
| (dollar amounts in thousands) | ||||||||||||||||||||||||||||||||||||||
| Sales to external customers | ||||||||||||||||||||||||||||||||||||||
| Sealing Systems | $ | 348,303 | $ | 344,311 | $ | 3,992 | $ | (14,560) | $ | 18,552 | ||||||||||||||||||||||||||||
| Fluid Handling Systems | 317,946 | 303,998 | 13,948 | 8,507 | 5,441 | |||||||||||||||||||||||||||||||||
* Net of customer price adjustments, including recoveries.
Sealing Systems. The variance in volume and mix, including customer price adjustments, was driven by lower customer volumes and unfavorable mix. The foreign currency exchange variance was primarily driven by the strengthening of the Euro relative to the U.S. dollar, which resulted in a $13.0 million favorable impact, as well as a $2.4 million favorable impact of the
28
Chinese Renminbi, a $2.0 million favorable impact of the Brazilian Real, and a $1.2 million favorable impact of all other currencies.
Fluid Handling Systems. The variance in volume and mix, including customer price adjustments, was driven by favorable volume and mix, improved customer recoveries, and timing of tariff recoveries. The foreign currency exchange variance was primarily driven by the strengthening of the Euro relative to the U.S. dollar, which resulted in a a $3.7 million favorable impact of the Euro, as well as a $1.0 million favorable impact of the Chinese Renminbi, and a $0.7 million favorable impact of all other currencies.
Segment adjusted EBITDA
| Three Months Ended March 31, | Variance Due To: | |||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | Volume/Mix* | Foreign Exchange | Cost Decreases/(Increases)** | |||||||||||||||||||||||||||||||||||||||
| (dollar amounts in thousands) | ||||||||||||||||||||||||||||||||||||||||||||
| Segment adjusted EBITDA | ||||||||||||||||||||||||||||||||||||||||||||
| Sealing Systems | $ | 29,951 | $ | 32,312 | $ | (2,361) | $ | (9,799) | $ | 368 | $ | 7,070 | ||||||||||||||||||||||||||||||||
| Fluid Handling Systems | 23,455 | 20,982 | 2,473 | 2,544 | (4,619) | 4,548 | ||||||||||||||||||||||||||||||||||||||
* Net of customer price adjustments, including recoveries.
** Net of savings from restructuring initiatives.
Sealing Systems. The variance in volume and mix, including customer price adjustments, was driven by lower customer volumes and unfavorable mix. The cost decreases were driven by $6.6 million of manufacturing and purchasing savings through lean initiatives and $4.3 million of all other operational savings, primarily from prior year restructuring actions. These savings were partially offset by $3.8 million of unfavorable inflation in labor and other operational costs.
Fluid Handling Systems. The variance in volume and mix, including customer price adjustments, was driven by improved customer recoveries, timing of tariff recoveries, and partially offset by unfavorable mix. The foreign currency exchange variance was primarily driven by a $5.3 million unfavorable impact of the Mexican Peso and a $0.7 million favorable impact of all other currencies. The cost decreases were driven by $10.5 million of manufacturing and purchasing savings through lean initiatives and were partially offset by $6.0 million of unfavorable inflation in labor and other operational cost increases.
Liquidity and Capital Resources
Short and Long-Term Liquidity Considerations and Risks
The sources to fund our ongoing working capital, capital expenditures, debt service and other funding requirements are a combination of cash flows from operations, cash on hand, borrowings under our senior asset-based revolving credit facility (“ABL Facility”) and receivables factoring. We utilize intercompany loans and equity contributions to fund our worldwide operations. However, certain country-specific regulations may impose restrictions or result in increased costs when repatriating funds. See Note 7. “Debt and Other Financing” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report for additional information.
We continue to actively preserve cash and enhance liquidity, including proactively managing our capital expenditures. We continuously monitor and forecast our liquidity situation in light of automotive industry, customer and economic factors, and take the necessary actions to preserve our liquidity and evaluate other financial alternatives that may be available to us should the need arise. Our ability to fund our working capital needs, debt payments and other obligations, and to comply with the financial covenants, including borrowing base limitations under our ABL Facility, depends on our future operating performance and cash flows. These may be impacted by many factors outside of our control, including but not limited to industry production levels, the costs of raw materials, the state of the overall automotive industry, geopolitical risks, general financial and economic conditions, including global trade and tariff policies, work stoppages, and potential public health events. Considering these factors, current projections for light vehicle production and customer demand for our products, we believe that our cash flows from operations, cash on hand, availability under our ABL Facility and receivables factoring will enable us to meet our ongoing working capital requirements, capital expenditures, debt service and other funding requirements for the foreseeable future, despite the challenges facing the industry.
29
Refinancing Transactions
On March 4, 2026 (the “Settlement Date”), Cooper-Standard Automotive Inc. (“CSA U.S.”)., a wholly-owned subsidiary of the Company, completed certain refinancing transactions (the “Refinancing Transactions”) consisting of:
•the issuance by CSA U.S. of $1,100.0 million aggregate principal amount of 9.250% Senior Secured First Lien Notes due 2031 (the “Senior Secured First Lien Notes”) pursuant to an Indenture, dated as of the Settlement Date (the “Indenture”), by and among CSA U.S., the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Collateral Agent”);
•the redemption of all $616.9 million aggregate principal amount of CSA U.S.’s 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 (the “First Lien Notes”) at a redemption price of 102.250% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding the Settlement Date;
•the redemption of all $391.8 million aggregate principal amount of CSA U.S.’s 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 (the “Third Lien Notes”) at a redemption price of 101.410% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding the Settlement Date;
•the redemption of all $42.6 million aggregate principal amount of CSA U.S.’s 5.625% Senior Notes due 2026 (the “2026 Senior Notes”) at a redemption price of 100.000% of the principal amount thereof, plus accrued interest and unpaid interest thereon to, but excluding the Settlement Date; and
•the entry into Amendment No. 5 (the “Fifth Amendment”) to the ABL Facility with certain lenders, Bank of America, N.A., as agent, and the other parties thereto.
As a result of the Refinancing Transactions, the Company extended the maturities of its indebtedness and reduced the amount of cash interest the Company is required to pay on such indebtedness. The Company recognized a loss on the refinancing and extinguishment of debt of $24.2 million during the three months ended March 31, 2026 related to redemption premiums associated with the prepayment of our First Lien Notes and Third Lien Notes and the write off of unamortized debt issuance costs and unamortized original issue discount on our First Lien Notes and Third Lien Notes. Additionally, the Company incurred total fees and redemption premiums of $35.3 million associated with the Refinancing Transactions, of which $28.9 million were paid during the three months ended March 31, 2026 and $6.4 million are recorded in accounts payable in the condensed consolidated balance sheets as of March 31, 2026 and will be paid in future periods. The fees and redemption premiums paid during the three months ended March 31, 2026 are reflected as a financing outflow in the condensed consolidated statement of cash flows.
Cash Flows
Operating Activities. Net cash used in operations was $69.2 million for the three months ended March 31, 2026, compared to net cash used in operations of $14.9 million for the three months ended March 31, 2025. The net change was primarily due to an increase in cash interest payments of $23.9 million year-over-year as a result of the Refinancing Transactions described above, lower net cash earnings year-over-year driven by $10.0 million of income recognized in connection with certain royalty settlements in the prior year and changes in working capital. Working capital was negatively impacted primarily due to an increase in payments related to customer tooling programs during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Investing Activities. Net cash used in investing activities was $24.0 million for the three months ended March 31, 2026, compared to net cash used in investing activities of $15.2 million for the three months ended March 31, 2025. The net change was primarily due to higher capital expenditures. Capital expenditures were $24.0 million for the three months ended March 31, 2026 compared to $17.5 million for the three months ended March 31, 2025. We expect to maintain disciplined capital spending and anticipate total capital expenditures of approximately $55 million to $65 million in 2026.
Financing Activities. Net cash provided by financing activities totaled $16.4 million for the three months ended March 31, 2026, compared to net cash used in financing activities of $2.5 million for the three months ended March 31, 2025. The net change was primarily due to the net cash impact of the Refinancing Transactions described above. This net change was partially offset by a net increase in tax withholding amounts related to employees’ share-based payment awards by $1.3 million year-over-year.
Share Repurchase Program
In June 2018, our Board of Directors approved a common stock repurchase program (the “2018 Program”) authorizing us to repurchase, in the aggregate, up to $150.0 million of our outstanding common stock. Under the 2018 Program, repurchases may be made on the open market, through private transactions, accelerated share repurchases, round lot or block transactions on the New York Stock Exchange or otherwise, as determined by us and in accordance with prevailing market
30
conditions and federal securities laws and regulations. We expect to fund any future repurchases from cash on hand and future cash flows from operations. The specific timing and amount of any future repurchase will vary based on market and business conditions, changes in tax laws and other factors. We are not obligated to acquire a particular amount of securities, and the 2018 Program may be discontinued at any time at our discretion. The 2018 Program became effective in November 2018. As of March 31, 2026, we had approximately $98.7 million of repurchase authorization remaining under the 2018 Program. We did not make any repurchases under the 2018 Program during the three months ended March 31, 2026 or 2025.
Other Matters
We may, from time to time, seek to purchase our outstanding debt securities or loans, including the Senior Secured First Lien Notes. Such transactions could be privately negotiated or open market transactions, pursuant to tender offers or otherwise. Any such purchases will be made in our sole discretion in light of market conditions, applicable limitations contained in the agreements governing our indebtedness and other relevant factors. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may equate to a substantial amount of a particular class or series of debt, which may reduce the trading liquidity of such class or series.
We designated Liveline Technologies, Inc. (“Liveline”) as an unrestricted subsidiary under the terms of certain of its debt agreements. Liveline remains a wholly-owned subsidiary of CSA U.S. Liveline incurred a net loss of $0.5 million and $0.4 million during the three months ended March 31, 2026 and March 31, 2025, respectively. As of March 31, 2026, Liveline had approximately $0.9 million of gross assets. Liveline will look to the Company for necessary funding until it is able to sustain itself through sales of its products and services.
Non-GAAP Financial Measures
In evaluating our business, management considers EBITDA and Adjusted EBITDA to be key indicators of our operating performance. Our management also uses EBITDA and Adjusted EBITDA:
•because similar measures are utilized in the calculation of the financial covenants and ratios contained in our financing arrangements;
•in developing our internal budgets and forecasts;
•as a significant factor in evaluating our management for compensation purposes;
•in evaluating potential acquisitions;
•in comparing our current operating results with corresponding historical periods and with the operational performance of other companies in our industry; and
•in presentations to the members of our board of directors to enable our board of directors to have the same measurement basis of operating performance as is used by management in their assessments of performance and in forecasting and budgeting for our company.
In addition, we believe EBITDA and Adjusted EBITDA and similar measures are widely used by investors, securities analysts and other interested parties in evaluating our performance. We define Adjusted EBITDA as net income (loss) plus income tax expense (benefit), interest expense, net of interest income, depreciation and amortization or EBITDA, as adjusted for items that management does not consider to be reflective of our core operating performance. These adjustments include, but are not limited to, restructuring costs, certain impairment charges, non-cash fair value adjustments and acquisition-related costs.
EBITDA and Adjusted EBITDA are not financial measurements recognized under U.S. GAAP, and when analyzing our operating performance, investors should use EBITDA and Adjusted EBITDA as a supplement to, and not as alternatives for, net income (loss), operating income, or any other performance measure derived in accordance with U.S. GAAP, nor as an alternative to cash flow from operating activities as a measure of our liquidity. EBITDA and Adjusted EBITDA have limitations as analytical tools, and they should not be considered in isolation or as substitutes for analysis of our results of operations as reported under U.S. GAAP. These limitations include the following:
•they do not reflect our cash expenditures or future requirements for capital expenditure or contractual commitments;
•they do not reflect changes in, or cash requirements for, our working capital needs;
•they do not reflect interest expense or cash requirements necessary to service interest or principal payments under our ABL Facility, and Senior Secured First Lien Notes, First Lien Notes, Third Lien Notes, and 2026 Senior Notes;
•they do not reflect certain tax payments that may represent a reduction in cash available to us;
31
•although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and
•other companies, including companies in our industry, may calculate these measures differently and, as the number of differences in the way companies calculate these measures increases, the degree of their usefulness as a comparative measure correspondingly decreases.
In addition, in evaluating Adjusted EBITDA, it should be noted that in the future, we may incur expenses similar to the adjustments in the below presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by special items.
The following table provides a reconciliation of EBITDA and Adjusted EBITDA from net (loss) income, which is the most comparable financial measure in accordance with U.S. GAAP:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (Dollar amounts in thousands) | |||||||||||||||||||||||
| Net (loss) income attributable to Cooper-Standard Holdings Inc. | $ | (33,303) | $ | 1,552 | |||||||||||||||||||
| Income tax expense | 4,197 | 2,703 | |||||||||||||||||||||
| Interest expense, net of interest income | 28,308 | 28,619 | |||||||||||||||||||||
| Depreciation and amortization | 23,020 | 23,828 | |||||||||||||||||||||
| EBITDA | $ | 22,222 | $ | 56,702 | |||||||||||||||||||
| Restructuring charges | 4,632 | 2,111 | |||||||||||||||||||||
Gain on sale of businesses, net (1) | — | (98) | |||||||||||||||||||||
Loss on refinancing and extinguishment of debt (2) | 24,155 | — | |||||||||||||||||||||
| Adjusted EBITDA | $ | 51,009 | $ | 58,715 | |||||||||||||||||||
(1)Gain on sale of businesses related to divestiture in 2024.
(2)Loss on refinancing and extinguishment of debt relating to the Refinancing Transactions during the three months ended March 31, 2026.
32
Contingencies and Environmental Matters
The information concerning contingencies, including environmental contingencies and the amount currently held in reserve for environmental matters, contained in Note 15. “Commitments and Contingencies” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report, is incorporated herein by reference.
Critical Accounting Estimates
There have been no significant changes in our critical accounting estimates during the three months ended March 31, 2026.
Forward-Looking Statements
This quarterly report on Form 10-Q 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; disruptions in our supply base or our customers’ 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; the effects of a potential U.S. government shutdown and its impact on our customers; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness and rates of interest; our ability to obtain adequate financing sources in the future; operating and financial restrictions imposed on us under our debt instruments; the underfunding of our pension plans; significant changes in discount rates and the actual return on pension assets; effectiveness of continuous improvement programs and other cost savings plans; significant costs related to manufacturing facility closings or consolidation; our ability to execute new program launches; our ability to meet customers’ needs for new and improved products; the possibility that our acquisitions and divestitures may not be successful; product liability, warranty and recall claims brought against us; laws and regulations, including environmental, health and safety laws and regulations; legal and regulatory proceedings, claims or investigations against us; the potential impact of any future public health events on our financial condition and results of operations; the ability of our intellectual property to withstand legal challenges; cyber-attacks, data privacy concerns, other disruptions in, or the inability to implement upgrades to, our information technology systems; the possible volatility of our annual effective tax rate; the possibility of a failure to maintain effective controls and procedures; the possibility of future impairment charges to our goodwill and long-lived assets; our ability to identify, attract, develop and retain a skilled, engaged and diverse workforce; our ability to procure insurance at reasonable rates; and our dependence on our subsidiaries for cash to satisfy our obligations.
You should not place undue reliance on these forward-looking statements. Our forward-looking statements speak only as of the date of this quarterly report on Form 10-Q, 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 quarterly report on Form 10-Q 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.
33
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the quantitative and qualitative information about the Company’s market risk from those previously disclosed in the Company’s 2025 Annual Report.
34
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company has evaluated, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Based on that evaluation, the Company’s Chief Executive Officer along with the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this Report.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.
35
PART II — OTHER INFORMATION
Item 1A. Risk Factors
There have been no material changes to the risk factors reported or new risk factors identified since the filing of our 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Purchases of Equity Securities By the Issuer and Affiliated Purchasers
The Company is authorized to purchase, in the aggregate, up to $150.0 million of our outstanding common stock under our common stock repurchase program, which was effective in November 2018. As of March 31, 2026, we had approximately $98.7 million of repurchase authorization remaining under our common stock share repurchase program as discussed in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Share Repurchase Program,” and Note 14. “Common Stock” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report.
A summary of our shares of common stock repurchased during the three months ended March 31, 2026 is shown below:
| Period | Total Number of Shares Purchased(1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) | ||||||||||||||||||||||
| January 1, 2026 through January 31, 2026 | — | $ | — | — | $ | 98.7 | ||||||||||||||||||||
| February 1, 2026 through February 28, 2026 | 76,370 | 38.44 | — | 98.7 | ||||||||||||||||||||||
| March 1, 2026 through March 31, 2026 | — | — | — | 98.7 | ||||||||||||||||||||||
| Total | 76,370 | — | ||||||||||||||||||||||||
(1)Represents shares repurchased by the Company to satisfy employee tax withholding requirements due upon the vesting of restricted stock awards.
36
Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 2026, none
37
Item 6. Exhibits
| Exhibit No. | Description of Exhibit | |||||||
| 4.1 | Indenture, dated as of March 4, 2026, by and among Cooper-Standard Automotive Inc., as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent, relating to the Issuer’s 9.250% Senior Secured First Lien Notes due 2031 (including the form of note) (incorporated by reference to Exhibit 4.1 to Cooper-Standard Holdings Inc. Current Report on Form 8-K filed March 4, 2026). | |||||||
| 10.1 | Fifth Amendment, dated as of March 4, 2026, to the Third Amended and Restated Loan Agreement, among CS Intermediate Holdco 1 LLC, Cooper-Standard Automotive Inc., Cooper-Standard Automotive Canada Limited, Cooper-Standard Automotive International Holdings B.V., certain subsidiaries of Cooper-Standard Automotive Inc., the lenders party thereto and Bank of America, N.A. as agent for such lenders (incorporated by reference to Exhibit 4.2 to Cooper-Standard Holdings Inc. Current Report on Form 8-K filed March 4, 2026). | |||||||
| 10.2*† | Form of 2026 Cooper-Standard Holdings Inc. Amended and Restated 2021 Omnibus Incentive Plan Performance Award Agreement (ROIC with TSR modifier) (cash or stock settled). | |||||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002). | |||||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002). | |||||||
| 32** | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS*** | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||
| 101.SCS*** | Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents | |||||||
| 104*** | Cover Page Interactive Data File, formatted in Inline XBRL | |||||||
| * | Filed with this Report. | ||||
| ** | Furnished with this Report. | ||||
| *** | Submitted electronically with this Report in accordance with the provisions of Regulation S-T. | ||||
| † | Management contract or compensatory plan or arrangement. | ||||
38
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 thereunto duly authorized.
| COOPER-STANDARD HOLDINGS INC. | ||||||||||||||
| May 7, 2026 | /S/ JONATHAN P. BANAS | |||||||||||||
| Date | Jonathan P. Banas Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) | |||||||||||||
39
FAQ
How did Cooper-Standard (CPS) perform financially in Q1 2026?
Cooper-Standard posted a net loss of $33.3 million on sales of $686.4 million in Q1 2026. Sales grew 2.9% year over year, and gross profit improved to $82.4 million, but refinancing losses and the absence of prior-year royalty income drove the quarterly loss.
Why did Cooper-Standard report a net loss in Q1 2026 despite higher sales?
The company lost $33.3 million mainly due to a $24.2 million loss on refinancing and extinguishment of debt and lower other income. In Q1 2025, results benefited from about $10.0 million of royalty settlements, which did not recur in 2026, pressuring the bottom line.
What were Cooper-Standard’s key refinancing actions in early 2026?
On March 4, 2026, Cooper-Standard’s subsidiary issued $1.1 billion of 9.250% Senior Secured First Lien Notes due 2031. Proceeds redeemed all outstanding First Lien, Third Lien, and 2026 Senior Notes, extending debt maturities and reducing required cash interest, but creating one-time losses and fees.
How strong is Cooper-Standard’s liquidity and borrowing capacity after Q1 2026?
At March 31, 2026, the company held $118.5 million in cash and cash equivalents. Its ABL Facility borrowing base was $174.7 million, and after $7.4 million of letters of credit, it had about $167.3 million effectively available, with no outstanding ABL borrowings reported.
How did Cooper-Standard’s segments perform in Q1 2026?
Sealing Systems generated sales of $348.3 million and adjusted EBITDA of $30.0 million, while Fluid Handling Systems produced $317.9 million in sales and $23.5 million in adjusted EBITDA. Both segments benefited from lean initiatives, though Sealing Systems faced unfavorable volume and mix.
What happened to Cooper-Standard’s operating cash flow in Q1 2026?
Operating activities used $69.2 million of cash, versus a $14.9 million outflow a year earlier. The increase reflected higher cash interest payments tied to the refinancing, lower net earnings without prior-year royalty income, and greater payments for customer tooling programs during the quarter.