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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 September 30, 2024
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
_________________________________________________________________________________________________
COOPER-STANDARD HOLDINGS INC.
(Exact name of registrant as specified in its charter)
_________________________________________________________________________________________________
Delaware20-1945088
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
40300 Traditions Drive
Northville, Michigan 48168
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareCPSNew York Stock Exchange
Preferred Stock Purchase Rights-New York Stock Exchange
Indicate by check mark whether the registrant (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☐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 October 25, 2024, there were 17,326,531 shares of the registrant’s common stock, $0.001 par value, outstanding.
1

COOPER-STANDARD HOLDINGS INC.
Form 10-Q
For the period ended September 30, 2024
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 September 30,Nine Months Ended September 30,
 2024202320242023
Sales$685,353 $736,038 $2,070,140 $2,142,236 
Cost of products sold609,041 629,504 1,849,245 1,916,160 
Gross profit76,312 106,534 220,895 226,076 
Selling, administration & engineering expenses49,698 49,834 157,472 156,528 
Loss on sale of businesses, net— 334 — 334 
Amortization of intangibles1,628 1,662 4,894 5,141 
Restructuring charges1,516 2,046 20,430 12,924 
Impairment charges— — — 654 
Operating income23,470 52,658 38,099 50,495 
Interest expense, net of interest income(29,125)(33,803)(87,041)(98,057)
Equity in earnings of affiliates1,258 682 4,830 1,140 
Loss on refinancing and extinguishment of debt— — — (81,885)
Pension settlement credit (charge)2,216 — (44,571)— 
Other expense, net(5,851)(3,816)(14,629)(10,381)
(Loss) income before income taxes(8,032)15,721 (103,312)(138,688)
Income tax expense2,861 4,338 15,072 9,461 
Net (loss) income(10,893)11,383 (118,384)(148,149)
Net (income) loss attributable to noncontrolling interests(164)(20)(576)1,316 
Net (loss) income attributable to Cooper-Standard Holdings Inc.$(11,057)$11,363 $(118,960)$(146,833)
(Loss) income per share:
Basic$(0.63)$0.65 $(6.78)$(8.47)
Diluted$(0.63)$0.65 $(6.78)$(8.47)
The accompanying notes are an integral part of these financial statements.
3

COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
(Dollar amounts in thousands) 
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net (loss) income$(10,893)$11,383 $(118,384)$(148,149)
Other comprehensive (loss) income:
Currency translation adjustment10,779 (3,296)(4,003)(10,278)
Benefit plan liabilities adjustment, net of tax(952)45 2,090 287 
Pension settlement, net of tax
— — 48,190 — 
Fair value change of derivatives, net of tax(2,101)(4,821)(4,973)(3,052)
Other comprehensive income (loss), net of tax7,726 (8,072)41,304 (13,043)
Comprehensive (loss) income(3,167)3,311 (77,080)(161,192)
Comprehensive loss (income) attributable to noncontrolling interests114 718 (487)1,671 
Comprehensive (loss) income attributable to Cooper-Standard Holdings Inc.$(3,053)$4,029 $(77,567)$(159,521)
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)
September 30, 2024December 31, 2023
 (unaudited)
Assets
Current assets:
Cash and cash equivalents$107,734 $154,801 
Accounts receivable, net386,225 380,562 
Tooling receivable, net72,712 80,225 
Inventories177,245 146,846 
Prepaid expenses33,253 28,328 
Value added tax receivable54,753 69,684 
Other current assets40,114 40,140 
Total current assets872,036 900,586 
Property, plant and equipment, net565,380 608,431 
Operating lease right-of-use assets, net90,244 91,126 
Goodwill140,727 140,814 
Intangible assets, net35,758 40,568 
Other assets93,393 90,774 
Total assets$1,797,538 $1,872,299 
Liabilities and Equity
Current liabilities:
Debt payable within one year$49,167 $50,712 
Accounts payable332,233 334,578 
Payroll liabilities111,453 132,422 
Accrued liabilities135,904 116,954 
Current operating lease liabilities19,433 18,577 
Total current liabilities648,190 653,243 
Long-term debt1,058,004 1,044,736 
Pension benefits100,882 100,578 
Postretirement benefits other than pensions28,147 28,940 
Long-term operating lease liabilities74,437 76,482 
Other liabilities50,928 58,053 
Total liabilities1,960,588 1,962,032 
Equity:
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,392,340 shares issued and 17,326,531 shares outstanding as of September 30, 2024, and 19,263,288 shares issued and 17,197,479 shares outstanding as of December 31, 202317 17 
Additional paid-in capital515,927 512,164 
Retained deficit(510,776)(391,816)
Accumulated other comprehensive loss(160,272)(201,665)
Total Cooper-Standard Holdings Inc. equity(155,104)(81,300)
Noncontrolling interests(7,946)(8,433)
Total equity(163,050)(89,733)
Total liabilities and equity$1,797,538 $1,872,299 
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 SharesCommon StockAdditional Paid-In CapitalRetained DeficitAccumulated Other Comprehensive (Loss) IncomeCooper-Standard Holdings Inc. EquityNoncontrolling InterestsTotal Equity
Balance as of December 31, 202317,197,479 $17 $512,164 $(391,816)$(201,665)$(81,300)$(8,433)$(89,733)
Share-based compensation, net92,666 — 668 — — 668 — 668 
Net (loss) income— — — (31,660)— (31,660)352 (31,308)
Other comprehensive (loss) income— — — — (3,551)(3,551)137 (3,414)
Balance as of March 31, 202417,290,145 $17 $512,832 $(423,476)$(205,216)$(115,843)$(7,944)$(123,787)
Share-based compensation, net28,762 — 2,073 — — 2,073 — 2,073 
Net (loss) income— — — (76,243)— (76,243)60 (76,183)
Other comprehensive income— — — — 36,940 36,940 52 36,992 
Balance as of June 30, 202417,318,907 $17 $514,905 $(499,719)$(168,276)$(153,073)$(7,832)$(160,905)
Share-based compensation, net7,624 — 1,022 — — 1,022 — 1,022 
Net (loss) income— — — (11,057)— (11,057)164 (10,893)
Other comprehensive income (loss)— — — — 8,004 8,004 (278)7,726 
Balance as of September 30, 202417,326,531 $17 $515,927 $(510,776)$(160,272)$(155,104)$(7,946)$(163,050)
 Total Equity
 Common SharesCommon StockAdditional Paid-In CapitalRetained (Deficit) EarningsAccumulated Other Comprehensive (Loss) IncomeCooper-Standard Holdings Inc. EquityNoncontrolling InterestsTotal Equity
Balance as of December 31, 202217,108,029 $17 $507,498 $(189,831)$(209,971)$107,713 $(6,521)$101,192 
Share-based compensation, net30,489 — 740 — — 740 — 740 
Net loss— — — (130,367)— (130,367)(745)(131,112)
Other comprehensive income (loss)— — — — 2,373 2,373 (23)2,350 
Balance as of March 31, 202317,138,518 $17 $508,238 $(320,198)$(207,598)$(19,541)$(7,289)$(26,830)
Share-based compensation, net58,035 — 868 — — 868 — 868 
Net loss— — — (27,829)— (27,829)(591)(28,420)
Other comprehensive (loss) income— — — — (7,727)(7,727)406 (7,321)
Balance as of June 30, 202317,196,553 $17 $509,106 $(348,027)$(215,325)$(54,229)$(7,474)$(61,703)
Share-based compensation, net926 — 1,016 — — 1,016 — 1,016 
Net income— — — 11,363 — 11,363 20 11,383 
Other comprehensive loss— — — — (7,334)(7,334)(738)(8,072)
Balance as of September 30, 202317,197,479 $17 $510,122 $(336,664)$(222,659)$(49,184)$(8,192)$(57,376)
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)
 Nine Months Ended September 30,
 20242023
Operating activities:
Net loss$(118,384)$(148,149)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation73,358 77,876 
Amortization of intangibles4,894 5,141 
Loss on sale of businesses, net— 334 
Impairment charges— 654 
Pension settlement charge44,571 — 
Share-based compensation expense7,057 4,071 
Equity in (earnings) losses of affiliates, net of dividends related to earnings(1,199)1,159 
Loss on refinancing and extinguishment of debt— 81,885 
Payment-in-kind interest12,367 44,019 
Deferred income taxes1,889 (586)
Other4,036 3,606 
Changes in operating assets and liabilities(26,942)(32,394)
Net cash provided by operating activities1,647 37,616 
Investing activities:
Capital expenditures(39,014)(63,184)
Proceeds from sale of businesses, net of cash divested— 15,351 
Other287 358 
Net cash used in investing activities(38,727)(47,475)
Financing activities:
Proceeds from issuance of long-term debt, net of debt issuance costs— 924,299 
Repayment and refinancing of long-term debt— (927,046)
Principal payments on long-term debt(1,901)(1,613)
Borrowings on revolving credit facility, net— 120,000 
Decrease in short-term debt, net(2,356)(1,241)
Debt issuance costs and other fees(1,921)(74,376)
Taxes withheld and paid on employees' share-based payment awards(612)(214)
Other— (439)
Net cash (used in) provided by financing activities(6,790)39,370 
Effects of exchange rate changes on cash, cash equivalents and restricted cash(2,569)(8,307)
Changes in cash, cash equivalents and restricted cash(46,439)21,204 
Cash, cash equivalents and restricted cash at beginning of period163,061 192,807 
Cash, cash equivalents and restricted cash at end of period$116,622 $214,011 
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:
Balance as of
September 30, 2024December 31, 2023
Cash and cash equivalents$107,734 $154,801 
Restricted cash included in other current assets7,176 7,244 
Restricted cash included in other assets1,712 1,016 
Total cash, cash equivalents and restricted cash$116,622 $163,061 
The accompanying notes are an integral part of these financial statements.
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands except per share and 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 and fluid handling systems (consisting of fuel and brake delivery systems and fluid transfer systems). The Company’s products are primarily for use in passenger vehicles and light trucks that are manufactured by global automotive original equipment manufacturers (“OEMs”) and replacement markets. The Company conducts substantially all of its activities 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, 2023 (the “2023 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 September 30, 2024 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.
As disclosed in its 2023 Annual Report, effective January 1, 2024, the Company changed its management reporting structure with the launch of global product line-focused business segments. This resulted in the realignment of its reportable segments, which are determined based on how the chief operating decision maker (“CODM”) manages the business, allocates resources, makes operating decisions and evaluates operating performance. As a result, the Company established two reportable segments: Sealing Systems and Fluid Handling Systems. All other business activities are reported in Corporate, eliminations and other. The segment realignment had no impact on the Company’s consolidated financial position, results of operations, or cash flows. All segment information included in this Form 10-Q is reflective of this new structure and prior period information has been revised to conform to the Company’s current period presentation. Refer to Note 16. “Segment Reporting” for additional information on the Company’s reportable segments and to Note 6. “Goodwill and Intangible Assets” for the impact thereof to the evaluation of recorded goodwill balances.
Recently Adopted Accounting Pronouncements
The Company adopted the following Accounting Standard Update (“ASU”) during the nine months ended September 30, 2024, which did not have a material impact on its condensed consolidated financial statements:
StandardDescriptionEffective Date
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
Requires disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM beginning with annual disclosures in 2024. The amendments in this update also require all annual segment disclosures to be included in interim periods beginning in 2025.January 1, 2024
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
Recently Issued Accounting Pronouncements
The Company considered the recently issued accounting pronouncements summarized as follows, which are not expected to have a material impact on its consolidated financial statements or disclosures:
StandardDescriptionImpactEffective Date
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
Requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.The Company is currently evaluating the impact of this update on its consolidated financial statements and disclosures.January 1, 2025
ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement
Requires joint ventures to apply a new basis of accounting upon formation, and as a result, initially measure all assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance).The Company is currently evaluating the impact of this update on its consolidated financial statements and disclosures.January 1, 2025
2. Divestitures
2023 Divestiture
In the second quarter of 2023, the Company signed a share purchase and assignment agreement to sell its European technical rubber products business. In the third quarter of 2023, the Company closed the transaction and received cash proceeds in the amount of $15,009. Upon finalization of the sale, during the three months ended September 30, 2023, the Company recorded a loss of $443 in its condensed consolidated statements of operations. The loss included the write off of goodwill with a carrying amount of $1,300.
2023 Joint Venture Divestiture
In the third quarter of 2023, the Company completed the sale of its entire controlling equity interest of a joint venture in the Asia Pacific region. As a result, during the three months ended September 30, 2023, the Company recorded a gain of $109 in its condensed consolidated statements of operations.
3. Revenue
Revenue is recognized for manufactured parts at a point in time, generally when products are shipped or delivered. 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.
Consistent with the Company’s change in reportable segments as described in Note 1. “Overview”, the Company has revised its revenue disaggregation presentation to align with the new reportable segment structure. Revenue by customer group for the three months ended September 30, 2024 was as follows:
Sealing SystemsFluid Handling SystemsOtherConsolidated
Passenger and Light Duty$345,944 $307,158 $— $653,102 
Commercial6,799 2,558 1,927 11,284 
Other622 4,023 16,322 20,967 
Revenue$353,365 $313,739 $18,249 $685,353 
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
Revenue by customer group for the nine months ended September 30, 2024 was as follows:
Sealing SystemsFluid Handling SystemsOtherConsolidated
Passenger and Light Duty$1,045,791 $922,209 $— $1,968,000 
Commercial22,150 8,409 6,145 36,704 
Other1,649 11,378 52,409 65,436 
Revenue$1,069,590 $941,996 $58,554 $2,070,140 
Revenue by customer group for the three months ended September 30, 2023 was as follows:
Sealing SystemsFluid Handling SystemsOtherConsolidated
Passenger and Light Duty$364,053 $334,693 $596 $699,342 
Commercial6,612 3,208 1,838 11,658 
Other293 3,916 20,829 25,038 
Revenue$370,958 $341,817 $23,263 $736,038 
Revenue by customer group for the nine months ended September 30, 2023 was as follows:
Sealing SystemsFluid Handling SystemsOtherConsolidated
Passenger and Light Duty$1,070,182 $938,005 $2,649 $2,010,836 
Commercial21,995 9,544 5,793 37,332 
Other738 12,033 81,297 94,068 
Revenue$1,092,915 $959,582 $89,739 $2,142,236 
The passenger and light duty group consists of sales to automotive OEMs and automotive suppliers, while the commercial 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.
Substantially all of the Company’s revenues were generated from sealing 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 LineDescription
Sealing SystemsProtect vehicle interiors from weather, dust and noise intrusion for an improved driving experience; provide aesthetic and functional class-A exterior surface treatment.
Fuel and Brake Delivery SystemsSense, deliver and control fluids to fuel and brake systems.
Fluid Transfer SystemsSense, deliver and control fluids and vapors for optimal powertrain & HVAC operation.
Revenue by geographical region for the three months ended September 30, 2024 was as follows:
Sealing SystemsFluid Handling SystemsOtherConsolidated
North America$158,564 $236,718 $— $395,282 
Europe107,022 29,637 — 136,659 
Asia Pacific61,264 37,935 — 99,199 
South America26,515 9,449 — 35,964 
Corporate, eliminations and other— — 18,249 18,249 
Revenue$353,365 $313,739 $18,249 $685,353 
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
Revenue by geographical region for the nine months ended September 30, 2024 was as follows:
Sealing SystemsFluid Handling SystemsOtherConsolidated
North America$467,435 $702,306 $— $1,169,741 
Europe355,836 95,974 — 451,810 
Asia Pacific176,468 117,976 — 294,444 
South America69,851 25,740 — 95,591 
Corporate, eliminations and other— — 58,554 58,554 
Revenue$1,069,590 $941,996 $58,554 $2,070,140 
Revenue by geographical region for the three months ended September 30, 2023 was as follows:
Sealing SystemsFluid Handling SystemsOtherConsolidated
North America$150,913 $259,993 $— $410,906 
Europe116,466 31,084 — 147,550 
Asia Pacific78,128 41,843 — 119,971 
South America25,451 8,897 — 34,348 
Corporate, eliminations and other— — 23,263 23,263 
Revenue$370,958 $341,817 $23,263 $736,038 
Revenue by geographical region for the nine months ended September 30, 2023 was as follows:
Sealing SystemsFluid Handling SystemsOtherConsolidated
North America$427,183 $717,650 $— $1,144,833 
Europe389,237 98,064 — 487,301 
Asia Pacific203,490 120,170 — 323,660 
South America73,005 23,698 — 96,703 
Corporate, eliminations and other— — 89,739 89,739 
Revenue$1,092,915 $959,582 $89,739 $2,142,236 
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 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.
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 nine months ended September 30, 2024.
11
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
The Company’s contract liabilities consist of advance payments received and due from customers. Net contract assets (liabilities) consisted of the following:
September 30, 2024December 31, 2023Change
Contract assets$698 $437 $261 
Contract liabilities(15)(15)— 
Net contract assets$683 $422 $261 
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 September 30, 2024 and December 31, 2023 were current liabilities of $9,509 and $10,164, respectively, and long-term liabilities of $1,662 and $4,293, respectively.
The Company provides assurance-type warranties to its customers. Such warranties provide customers with assurance that the related product will function as intended and complies with any agreed-upon specifications, and are recognized in cost of products sold.
4. Restructuring
On an ongoing basis, the Company evaluates its business and objectives to ensure that it is properly configured and sized based on changing market conditions. Accordingly, the Company has implemented several restructuring initiatives, including the closure or consolidation of facilities throughout the world and the reorganization of its operating structure.
In May 2024, the Board of Directors of the Company approved a restructuring plan that will eliminate up to 400 salaried, contract and open positions based on the Company’s recently announced product line organizational structure and current and anticipated market demands. The restructuring effort aims to further improve and maximize the Company’s operational efficiency by streamlining business practices and deployed resources, and improving the organization’s overall cost structure.
During the three and nine months ended September 30, 2024, the Company recognized total restructuring expenses of $1,516 and $20,430, respectively, $17,200 of which related to the restructuring plan approved in May 2024. The Company anticipates total expense related to the restructuring plan approved in May 2024 of approximately $17,200 to $19,000 to be primarily recognized in 2024. The cash expenditures include severance and other related costs directly attributable to the restructuring activities which will be paid in 2024 and 2025. The Company anticipates these restructuring activities to provide approximately $40,000 to $45,000 in annualized savings upon completion.
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.
As further described in Note 16. “Segment Reporting”, effective January 1, 2024, the Company changed its management reporting structure with the launch of global product line-focused business segments. As a result, the Company established two reportable segments: Sealing Systems and Fluid Handling Systems. Accordingly, prior period restructuring charges have been revised to conform to the Company’s current period presentation. Restructuring charges by segment were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Sealing systems$1,087 $3,262 $12,261 $7,527 
Fluid handling systems(27)216 2,798 6,458 
Corporate and other456 (1,432)5,371 (1,061)
Total$1,516 $2,046 $20,430 $12,924 
12
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
Restructuring activity for the nine months ended September 30, 2024 was as follows:
Employee Separation CostsOther Exit CostsTotal
Balance as of December 31, 2023$18,960 $5,333 $24,293 
Expense18,949 1,481 20,430 
Cash payments(16,852)(4,367)(21,219)
Foreign exchange translation and other363 (241)122 
Balance as of September 30, 2024$21,420 $2,206 $23,626 
5. Inventories
Inventories consist of the following:
September 30, 2024December 31, 2023
Finished goods$47,839 $38,022 
Work in process45,769 38,284 
Raw materials and supplies83,637 70,540 
Total
$177,245 $146,846 
6. Goodwill and Intangible Assets
Goodwill
As further described in Note 16. “Segment Reporting”, effective January 1, 2024, the Company changed its management reporting structure with the launch of global product line-focused business segments. Based on this change, the Company established two reportable segments: Sealing Systems and Fluid Handling Systems. The two reportable segments, along with the Industrial Specialty Group business, are the applicable reporting units for purposes of goodwill assignment and evaluation.
As a result of the segment realignment, the Company allocated goodwill to the reporting units existing under the new organizational structure on a relative fair value basis. The Company estimated the fair values of the reporting units based upon the present value of their anticipated future cash flows. The Company’s determination of fair value involved judgment and the use of estimates and assumptions. In conjunction with the goodwill allocation, the Company performed a quantitative impairment assessment of goodwill immediately before and after the segment realignment. The quantitative analyses did not result in any impairment charges as the fair value of each reporting unit exceeded its respective carrying value. Changes in the carrying amount of goodwill by reporting unit for the nine months ended September 30, 2024 were as follows:
Sealing SystemsFluid Handling SystemsIndustrial Specialty GroupTotal
Balance as of December 31, 2023$47,775 $80,303 $12,736 $140,814 
Foreign exchange translation(87)— — (87)
Balance as of September 30, 2024$47,688 $80,303 $12,736 $140,727 
Goodwill is tested for impairment by reporting unit annually, or more frequently if events or circumstances indicate that an impairment may exist. There were no indicators of potential impairment during the nine months ended September 30, 2024.
13
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
Intangible Assets
Definite-lived intangible assets and accumulated amortization balances as of September 30, 2024 and December 31, 2023 were as follows:
Gross Carrying AmountAccumulated
Amortization		Net Carrying Amount
Customer relationships$152,492 $(136,962)$15,530 
Other38,232 (18,004)20,228 
Balance as of September 30, 2024$190,724 $(154,966)$35,758 
Customer relationships$152,403 $(133,698)$18,705 
Other38,090 (16,227)21,863 
Balance as of December 31, 2023$190,493 $(149,925)$40,568 
7. Debt and Other Financing
A summary of outstanding debt as of September 30, 2024 and December 31, 2023 is as follows:
September 30, 2024December 31, 2023
First Lien Notes$610,299 $595,966 
Third Lien Notes387,797 386,681 
2026 Senior Notes42,396 42,338 
Finance leases20,259 22,243 
Other borrowings46,420 48,220 
Total debt1,107,171 1,095,448 
Less: current portion(49,167)(50,712)
Total long-term debt$1,058,004 $1,044,736 
First Lien Notes
On January 27, 2023, the Company issued $580,000 aggregate principal amount of its 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027 (the “First Lien Notes”). The First Lien Notes mature on March 31, 2027 and bear interest at the rate of 13.50% per annum, which is payable in cash semi-annually on June 15 and December 15 of each year. Interest payments commenced on June 15, 2023. However, for the first four interest periods the Company has the option, in its sole discretion, to pay up to 4.50% of such interest by increasing the principal amount of the outstanding First Lien Notes or, in limited circumstances, by issuing additional First Lien Notes. As of September 30, 2024 and December 31, 2023, the outstanding aggregate principal amount of the First Lien Notes of $610,299 and $595,966, respectively, recognized in the condensed consolidated balance sheets reflect the election to pay 4.50% of the first three interest payments as payment-in-kind. The Company has elected to pay the fourth interest payment on the First Lien Notes due December 15, 2024 in cash.
As of September 30, 2024 and December 31, 2023, the Company had $6,296 and $8,184, respectively, of unamortized debt issuance costs, and $259 and $337, respectively, of unamortized original issue discount related to the First Lien Notes, which are presented as direct deductions from the principal balance in the condensed consolidated balance sheets. Both the debt issuance costs and the original issue discount are amortized into interest expense over the term of the First Lien Notes.
Third Lien Notes
On January 27, 2023, the Company issued $357,446 aggregate principal amount of its 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 (the “Third Lien Notes”). The Third Lien Notes mature on May 15, 2027 and bear interest at the rate of 5.625% per annum, which is payable in cash semi-annually on June 15 and December 15 of each year. Interest payments commenced on June 15, 2023. However, for the first four interest periods the Company has the option, in its sole discretion, to pay such interest at 10.625% per annum either by increasing the principal amount of the outstanding Third Lien Notes or, in limited circumstances, by issuing additional Third Lien Notes. As of September 30, 2024 and December 31, 2023, the outstanding aggregate principal amount of the Third Lien Notes of $387,797 and $386,681, respectively, recognized in the condensed consolidated balance sheets reflect the election to fully pay the first two interest payments as
14
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
payment-in-kind. The Company elected to pay the third and fourth interest payments on the Third Lien Notes due June 15, 2024 and December 15, 2024, respectively, in cash.
Debt issuance costs related to the Third Lien Notes are amortized into interest expense over the term of the Third Lien Notes. As of September 30, 2024 and December 31, 2023, the Company had $3,970 and $5,087, respectively, of unamortized debt issuance costs related to the Third Lien Notes, which are presented as a direct deduction from the principal balance in the condensed consolidated balance sheets.
2026 Senior Notes
On November 2, 2016, the Company issued $400,000 aggregate principal amount of its 5.625% Senior Notes due 2026 (the “2026 Senior Notes”). As part of certain refinancing transactions that were completed on January 27, 2023, the Company exchanged $357,446 aggregate principal amount of its 2026 Senior Notes for $357,446 aggregate principal amount of its newly issued Third Lien Notes. Following the completion of the exchange, $42,554 aggregate principal amount of the 2026 Senior Notes remained outstanding. As of September 30, 2024 and December 31, 2023, the outstanding aggregate amount of the 2026 Senior Notes recognized in the condensed consolidated balance sheets is $42,396 and $42,338, respectively. The 2026 Senior Notes mature on November 15, 2026 and bear interest at the rate of 5.625% per annum, which is payable in cash semi-annually on May 15 and November 15 of each year.
Debt issuance costs are being amortized into interest expense over the term of the 2026 Senior Notes. As of September 30, 2024 and December 31, 2023, the Company had $158 and $216, respectively, of unamortized debt issuance costs related to the 2026 Senior Notes, which is presented as a direct deduction from the principal balance in the condensed consolidated balance sheets.
ABL Facility
On November 2, 2016, the Company entered into a third amendment and restatement of the ABL Facility. In March 2020, the Company entered into Amendment No. 1 to the Third Amended and Restated Loan Agreement (“the First Amendment”). As a result of the First Amendment, the ABL Facility maturity was extended to March 2025 and the aggregate revolving loan commitment was reduced to $180,000. In May 2020, the Company entered into Amendment No. 2 to the Third Amended and Restated Loan Agreement (the “Second Amendment”), which modified certain covenants under the ABL Facility. In December 2022, the Company entered into Amendment No. 3 to the Third Amended and Restated Loan Agreement (the “Third Amendment”), which became effective on January 27, 2023. In May 2024, the Company entered into Amendment No. 4 to the Third Amended and Restated Loan Agreement (the “Fourth Amendment”), which, among other things, (1) extended the termination date for revolving commitments totaling $150,000 from March 24, 2025 ( “Existing Termination Date”) to May 6, 2029; (2) provided for leverage-based interest rate margin and commitment fee step-downs; and (3) replaced the Canadian BA Rate with Term CORRA as the applicable benchmark rate for all purposes under the ABL Facility for revolving loans denominated in Canadian Dollars. In September 2024, the Company entered into an agreement which transferred and assigned revolving commitments totaling $35,000 from certain existing ABL Facility lenders to new ABL Facility lenders and which also extended the termination date for all outstanding revolving commitments not previously extended from the Existing Termination Date to May 6, 2029.
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. The Company’s borrowing base as of September 30, 2024 was $180,000 and the monthly fixed charge coverage ratio was at a level that provided the Company full access to the borrowing base. Net of $6,888 of outstanding letters of credit, the Company effectively had $173,112 available for borrowing under its ABL Facility as of September 30, 2024.
As of September 30, 2024 and December 31, 2023, there were no borrowings under the ABL Facility.
As of September 30, 2024 and December 31, 2023, the Company had $1,890 and $862, 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 First Lien Notes, Third Lien Notes, 2026 Senior Notes, and ABL Facility as of September 30, 2024.
15
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
Other Financing
Finance leases and other. Other borrowings as of September 30, 2024 and December 31, 2023 reflect finance leases and other borrowings under local bank lines classified in debt payable within one year in the condensed consolidated balance sheets.
Receivable 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 indentures governing the First Lien Notes, Third Lien Notes, and 2026 Secured Notes. The European factoring facility allows the Company to factor up to €70,000 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 receivable transfer agreements entered into by various locations as of the period end were as follows:
September 30, 2024December 31, 2023
Off-balance sheet arrangements$62,205 $47,903 
Accounts receivable factored and related costs throughout the period were as follows:
Off-Balance Sheet Arrangements
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Accounts receivable factored$122,449 $86,575 $367,736 $303,880 
Costs696 652 2,116 1,725 
As of September 30, 2024 and December 31, 2023, cash collections on behalf of the Factor that have yet to be remitted were $3,179 and $6,466, respectively, and are reflected in other current assets as restricted cash in the condensed consolidated balance sheets.
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.
16
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
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 September 30, 2024 and December 31, 2023 were as follows:
September 30, 2024December 31, 2023Input
Derivatives designated as hedging instruments:
Forward foreign exchange contracts - other current assets$— $1,285 Level 2
Forward foreign exchange contracts - accrued liabilities$(4,687)$(998)Level 2
Derivatives not designated as hedging instruments: (1)
Forward foreign exchange contracts - other current assets$— $— Level 2
Forward foreign exchange contracts - accrued liabilities$— $— Level 2
(1)    The derivatives not designated as hedging instruments had a zero fair value as of September 30, 2024 due to the one-month forward exchange contract being executed on such date. At inception, forward contracts usually have zero fair values as a result of there being no immediate value attributed to the contract. The Company did not have any outstanding non-designated derivatives as of December 31, 2023.
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 values of the Company’s First Lien Notes, Third Lien Notes, and 2026 Senior Notes were as follows:
September 30, 2024December 31, 2023
Aggregate fair value$1,010,079 $984,448 
Aggregate carrying value (1)
$1,051,175 $1,038,808 
(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.
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 consolidated statements of cash flows.
17
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
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 September 30, 2024 and December 31, 2023, the notional amount of these contracts was $244,045 and $207,131, respectively, and consisted of hedges of cash flow transactions extending out to December 2025.
Pretax amounts related to the Company’s cash flow hedges that were recognized in other comprehensive income (loss) (“OCI”) were as follows:
(Loss) Gain Recognized in OCI
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Cash flow hedges$(4,040)$(813)$(5,738)$9,429 
Pretax amounts related to the Company’s cash flow hedges that were reclassified from AOCI and recognized in cost of products sold were as follows:
(Loss) Gain Reclassified from AOCI to Income
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Cash flow hedges$(1,932)$4,321 $(764)$12,900 
Derivatives Not Designated as Hedges
Forward Foreign Exchange Contracts. Effective in the third quarter of 2024, the Company began using one-month forward contracts to manage exposure related to 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 to earnings. The principal currency hedged by the Company is the Mexican Peso. As of September 30, 2024, the notional amount outstanding was $14,749. The Company did not have any outstanding non-designated derivatives as of December 31, 2023.
Pretax amounts related to the Company’s non-designated derivatives recognized in other expense, net were as follows:
Gain Recognized in Income
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Non-designated foreign currency contracts$233 $— $233 $— 
18
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)
9. Pension and Postretirement Benefits Other Than Pensions
The components of net periodic benefit cost (income) for the Company’s defined benefit plans and other postretirement benefit plans were as follows:
 Pension Benefits
Three Months Ended September 30,
20242023
 U.S. Non-U.S. U.S. Non-U.S.
Service cost$— $585 $— $548 
Interest cost126 1,202 2,314 1,318 
Expected return on plan assets— (332)(2,113)(309)
Amortization of prior service cost and actuarial loss36 53 778 6 
Pension settlement credit(2,216)— — — 
Net periodic benefit (income) cost$(2,054)$1,508 $979 $1,563 
 Pension Benefits
Nine Months Ended September 30,
20242023
 U.S. Non-U.S. U.S. Non-U.S.
Service cost$— $1,774 $— $1,626 
Interest cost2,071 3,613