Cooper Standard Raises Full Year Adjusted EBITDA Guidance as Second Quarter and First Half Results Exceed Expectations
Second Quarter 2025 Highlights
Gross profit of $93.1 million, an increase of 12.2% vs. the second quarter of 2024
Operating income of $37.3 million, an increase of 234.5% vs. the second quarter of 2024
Net loss of $1.4 million, or $(0.08) per diluted share, an improvement of $74.8 million vs. the second quarter of 2024
Adjusted net income of $1.0 million, or $0.06 per diluted share, an improvement of $12.3 million vs. the second quarter of 2024
Adjusted EBITDA of $62.8 million, or 8.9% of sales, an increase of $11.9 million vs. the second quarter of 2024
"Through the outstanding effort and commitment of our global team, our operating performance and financial results in the first and second quarters of the year exceeded our plan," said Jeffrey Edwards, chairman and CEO, Cooper Standard. "We expect our execution in the second half to offset the impact of lower light vehicle production volume and ongoing inflationary headwinds. As a result, we are raising our full year adjusted EBITDA guidance."
Consolidated ResultsThree Months Ended June 30,Six Months Ended June 30,2025202420252024(Dollar amounts in millions except per share amounts)
Sales
$ 706.0$ 708.4$ 1,373.0$ 1,384.8
Net (loss) income
$ (1.4)$ (76.2)$ 0.2$ (107.9)
Adjusted net income (loss)
$ 1.0$ (11.3)$ 4.5$ (41.9)
(Loss) income per diluted share
$ (0.08)$ (4.34)$ 0.01$ (6.16)
Adjusted income (loss) per diluted share
$ 0.06$ (0.64)$ 0.25$ (2.39)
Adjusted EBITDA
$ 62.8$ 50.9$ 121.5$ 80.3
Sales declined by 0.3% in the second quarter due primarily to unfavorable volume and mix, including net customer price adjustments, partially offset by foreign exchange.
Net loss for the second quarter of 2025 was $1.4 million, including restructuring charges of $2.9 million and other special items. Net loss for the second quarter of 2024 was $76.2 million, including restructuring charges of $17.8 million and other special items. Excluding these special items and their related tax impact, adjusted net income was $1.0 million in the second quarter of 2025 compared to adjusted net loss of $11.3 million in the second quarter of 2024, or an improvement of $12.3 million. The year-over-year improvement was primarily driven by increased manufacturing and purchasing efficiency and savings realized from past headcount initiatives. These positive drivers were partially offset by unfavorable volume, mix and price, and ongoing general inflation.
Adjusted EBITDA for the second quarter of 2025 was $62.8 million compared to $50.9 million in the second quarter of 2024. The year-over-year improvement was primarily driven by increased manufacturing and purchasing efficiency and savings realized from past headcount initiatives. These positive drivers were partially offset by unfavorable volume, mix and price, and ongoing general inflation.
Adjusted net income (loss), adjusted EBITDA and adjusted income (loss) per diluted share are non-GAAP measures. Reconciliations to the most directly comparable financial measures, calculated and presented in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), are provided in the attached supplemental schedules.
New Business Awards
The Company continues to leverage its world-class engineering and manufacturing capabilities, its innovation programs and its reputation for quality and service to win new business awards with its OEM customers and capitalize on positive trends associated with hybrid and battery electric vehicles. During the second quarter of 2025, the Company received net new business awards totaling $77.1 million in anticipated future annualized sales. Through the first six months of 2025, the Company has received $132.0 million in net new business awards, primarily related to battery-electric and hybrid vehicle platforms.
Segment Results of Operations
SalesThree Months Ended June 30,
Variance Due To:20252024Change
Volume/
Mix*ForeignExchange(Dollar amounts in thousands)
Sales to external customers
Sealing systems
$ 364,368$ 364,946$ (578)
$ (4,243)$ 3,665
Fluid handling systems
322,430322,742(312)
(887)575* Net of customer price adjustments, including recoveries.
Adjusted EBITDAThree Months Ended June 30,
Variance Due To:20252024Change
Volume/Mix*ForeignExchangeCostDecreases/(Increases)**(Dollar amounts in thousands)
Segment adjusted EBITDA
Sealing systems
$ 40,345$ 35,035$ 5,310
$ (7,777)$ (61)$ 13,148
Fluid handling systems
26,99716,28210,715
(7,689)7,30011,104* Net of customer price adjustments, including recoveries.
** Net of savings from 2024 restructuring initiatives.
Additional detail on our quarterly segment variance analyses is available in our periodic filings with the Securities and Exchange Commission.
Cash and Liquidity
As of June 30, 2025, Cooper Standard had cash and cash equivalents totaling $121.6 million. Total liquidity, including availability under the Company's amended senior asset-based revolving credit facility, was $272.8 million at the end of the second quarter of 2025.
Based on current expectations for light vehicle production and customer demand for our products, the Company believes it has sufficient financial resources to support ongoing operations and the execution of planned strategic initiatives for the foreseeable future. These financial resources include current cash on hand, continuing access to flexible credit facilities, and expected future positive cash generation.
Outlook
Our industry and, indeed, the global economy is facing unprecedented uncertainty due to changing trade and tariff policies being implemented or considered by the governments of the United States and other nations. Despite this trade-related uncertainty, the Company believes that the underlying demand for new light vehicle production in its key operating regions remains strong, supported by the age of the existing fleet, increasing population, increasing numbers of newly licensed drivers, and declining vehicle inventories. The Company believes it is well-positioned to manage through tariffs that may be imposed on the products it ships across borders, primarily in North America, but acknowledges that overall light vehicle production volumes may be impacted by changing trade policies. While the uncertainty related to trade and tariff policies make forecasting difficult in the near term, the Company remains confident that the continuing successful execution of its plans and strategies will drive increasing profit margins and returns on invested capital over time as markets stabilize.
Based on our actual results in the first half of the year and our expectations that continuing operational excellence will offset the impact of potential lower light vehicle production volumes in the second half, the Company has adjusted its full year guidance as follows:Initial 2025 Guidance1
Current 2025 Guidance1
Sales
$2.7 - $2.8 billion
$2.7 - $2.8 billion
Adjusted EBITDA2
$200 - $235 million
$220 - $250 million
Capital Expenditures
$45 - $55 million
$45 - $55 million
Cash Restructuring
$20 - $25 million
$20 - $25 million
Net Cash Interest
$105 - $115 million
$105 - $115 million
Net Cash Taxes
$30 - $35 million
$25 - $30 million
Key Light Vehicle Productions Assumptions(Units)
North America
15.1 million
14.9 million
Europe
16.6 million
16.7 million
Greater China
30.2 million
31.2 million
South America
3.1 million
3.2 million 1 Guidance is representative of management's estimates and expectations as of the date it is published. Initial guidance was first presented in our earnings press release published on February 13, 2025. Current guidance as presented in this press release considers July 2025 S&P Global production forecasts for relevant light vehicle platforms and models, customers' planned production schedules and other internal assumptions.
2 Adjusted EBITDA is a non-GAAP financial measure. The Company has not provided a reconciliation of projected adjusted EBITDA to projected net income (loss) because full-year net income (loss) will include special items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end. Due to this uncertainty, the Company cannot reconcile projected adjusted EBITDA to U.S. GAAP net income (loss) without unreasonable effort.
Conference Call Details
Cooper Standard management will host a conference call and webcast on August 1, 2025 at 9 a.m. ET to discuss its second quarter 2025 results, provide a general business update and respond to investor questions. Investors and other interested parties may listen to the call by accessing the online, real-time webcast at https://ir.cooperstandard.com/events.
To participate by phone, callers in the United States and Canada can dial toll-free at 800-836-8184 (international callers dial 646-357-8785) and ask to be connected to the Cooper Standard conference call. Representatives of the investment community will have the opportunity to ask questions during Q&A. Participants should dial-in at least five minutes prior to the start of the call.
A replay of the webcast will be available on the investors' portion of the Cooper Standard website (https://ir.cooperstandard.com) shortly after the live event.
About Cooper Standard
Cooper Standard, headquartered in Northville, Mich., with locations in 20 countries, is a leading global supplier of sealing and fluid handling systems and components. Utilizing our materials science and manufacturing expertise, we create innovative and sustainable engineered solutions for diverse transportation and industrial markets. Cooper Standard's approximately 22,000 team members (including contingent workers) are at the heart of our success, continuously improving our business and surrounding communities. Learn more at www.cooperstandard.com or follow us on LinkedIn, X, Facebook, Instagram or YouTube.
Forward Looking Statements
This press release includes "forward-looking statements" within the meaning of U.S. federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Our use of words "estimate," "expect," "anticipate," "project," "plan," "intend," "believe," "outlook," "guidance," "forecast," or future or conditional verbs, such as "will," "should," "could," "would," or "may," and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we cannot assure you that these expectations, beliefs and projections will be achieved. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. Among other items, such factors may include: volatility or decline of the Company's stock price, or absence of stock price appreciation; impacts and disruptions related to the wars in Ukraine and the Middle East; our ability to achieve commercial recoveries and to offset the adverse impact of higher commodity and other costs through pricing and other negotiations with our customers; work stoppages or other labor disruptions with our employees or our customers' employees; prolonged or material contractions in automotive sales and production volumes; our inability to realize sales represented by awarded business; escalating pricing pressures; loss of large customers or significant platforms; our ability to successfully compete in the automotive parts industry; availability and increasing volatility in costs of manufactured components and raw materials; disruption in our supply base; competitive threats and commercial risks associated with our diversification strategy; possible variability of our working capital requirements; risks associated with our international operations, including changes in laws, regulations, and policies governing the terms of foreign trade such as increased trade restrictions and tariffs; foreign currency exchange rate fluctuations; our ability to control the operations of our joint ventures for our sole benefit; our substantial amount of indebtedness and 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.; and other risks and uncertainties, including those detailed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission.
You should not place undue reliance on these forward-looking statements. Our forward-looking statements speak only as of the date of this press release and we undertake no obligation to publicly update or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except where we are expressly required to do so by law.
This press release also contains estimates and other information that is based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information.
Contact for Analysts:
Contact for Media:
Roger Hendriksen
Chris Andrews
Cooper Standard
Cooper Standard
(248) 596-6465
(248) 596-6217
roger.hendriksen@cooperstandard.com
candrews@cooperstandard.com
Financial statements and related notes follow:
COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollar amounts in thousands except per share and share amounts) Three Months Ended June 30,Six Months Ended June 30,2025202420252024
Sales
$ 705,973$ 708,362$ 1,373,042$ 1,384,787
Cost of products sold
612,922625,4221,202,8131,240,204
Gross profit
93,05182,940170,229144,583
Selling, administration & engineering expenses
51,21052,408102,401107,774
Amortization of intangibles
1,7101,6053,3223,266
Restructuring charges
2,85217,7814,96318,914
Operating income
37,27911,14659,54314,629
Interest expense, net of interest income
(28,712)(28,635)(57,331)(57,916)
Equity in earnings of affiliates
1,7081,3023,4843,572
Pension settlement charge
—(46,787)—(46,787)
Other (expense) income, net
(3,667)(5,129)5,217(8,778)
Income (loss) before income taxes
6,608(68,103)10,913(95,280)
Income tax expense
8,0818,08010,78412,211
Net (loss) income
(1,473)(76,183)129(107,491)
Net loss (income) attributable to noncontrollinginterests
72(60)22(412)
Net (loss) income attributable to Cooper-StandardHoldings Inc.
$ (1,401)$ (76,243)$ 151$ (107,903)
Weighted average shares outstanding:Basic
17,882,36117,564,01517,797,93317,513,076
Diluted
17,882,36117,564,01518,058,00817,513,076
(Loss) income per share:Basic
$ (0.08)$ (4.34)$ 0.01$ (6.16)
Diluted
$ (0.08)$ (4.34)$ 0.01$ (6.16)
COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands except share amounts)June 30, 2025December 31, 2024 (unaudited)
AssetsCurrent assets:Cash and cash equivalents
$ 121,620$ 170,035
Accounts receivable, net
371,256310,738
Tooling receivable, net
75,38769,204
Inventories
181,318142,401
Prepaid expenses
26,18625,833
Value added tax receivable
56,70145,120
Other current assets
52,92241,925
Total current assets
885,390805,256
Property, plant and equipment, net
534,247539,201
Operating lease right-of-use assets, net
87,04587,292
Goodwill
140,729140,443
Intangible assets, net
31,78333,805
Other assets
140,517127,068
Total assets
$ 1,819,711$ 1,733,065
Liabilities and EquityCurrent liabilities:Debt payable within one year
$ 41,789$ 42,428
Accounts payable
356,751295,178
Payroll liabilities
101,668103,701
Accrued interest
5,0975,115
Accrued liabilities
109,097111,502
Current operating lease liabilities
19,49218,859
Total current liabilities
633,894576,783
Long-term debt
1,059,4541,057,839
Pension benefits
100,12089,253
Postretirement benefits other than pensions
26,67426,336
Long-term operating lease liabilities
71,17771,907
Other liabilities
33,77444,317
Total liabilities
1,925,0931,866,435
Equity:Common stock, $0.001 par value, 190,000,000 shares authorized;19,699,222 shares issued and 17,633,413 shares outstanding as of June 30,2025, and 19,392,340 shares issued and 17,326,531 shares outstanding asof December 31, 2024
1717
Additional paid-in capital
519,562518,208
Retained deficit
(470,411)(470,562)
Accumulated other comprehensive loss
(146,784)(173,432)
Total Cooper-Standard Holdings Inc. equity
(97,616)(125,769)
Noncontrolling interests
(7,766)(7,601)
Total equity
(105,382)(133,370)
Total liabilities and equity
$ 1,819,711$ 1,733,065
COOPER-STANDARD HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands) Six Months Ended June 30,20252024
Operating activities:Net income (loss)
$ 129$ (107,491)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation
45,02749,070
Amortization of intangibles
3,3223,266
Pension settlement charge
—46,787
Share-based compensation expense
5,4814,862
Equity in earnings of affiliates, net of dividends related to earnings
(1,515)(1,995)
Payment-in-kind interest
—12,367
Deferred income taxes
2,496915
Other
2,4482,601
Changes in operating assets and liabilities
(87,819)(36,594)
Net cash used in operating activities
(30,431)(26,212)
Investing activities:Capital expenditures
(25,315)(28,077)
Proceeds from sale of businesses
2,558—
Other
—242
Net cash used in investing activities
(22,757)(27,835)
Financing activities:Principal payments on long-term debt
(1,412)(1,255)
Decrease in short-term debt, net
(1,259)(264)
Debt issuance costs and other fees
—(1,403)
Taxes withheld and paid on employees' share-based payment awards
(1,686)(571)
Net cash used in financing activities
(4,357)(3,493)
Effects of exchange rate changes on cash, cash equivalents and restricted cash
6,419(4,580)
Changes in cash, cash equivalents and restricted cash
(51,126)(62,120)
Cash, cash equivalents and restricted cash at beginning of period
178,697163,061
Cash, cash equivalents and restricted cash at end of period
$ 127,571$ 100,941
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:Balance as ofJune 30, 2025December 31, 2024
Cash and cash equivalents
$ 121,620$ 170,035
Restricted cash included in other current assets
3,8437,590
Restricted cash included in other assets
2,1081,072
Total cash, cash equivalents and restricted cash
$ 127,571$ 178,697
Non-GAAP Financial Measures
EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss), adjusted earnings (loss) per share and free cash flow are measures not recognized under U.S. GAAP and which exclude certain non-cash and special items that may obscure trends and operating performance not indicative of the Company's core financial activities. Net new business is a measure not recognized under U.S. GAAP which is a representation of potential incremental future revenue but which may not fully reflect all external impacts to future revenue. Management considers EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss), adjusted earnings (loss) per share, free cash flow and net new business to be key indicators of the Company's operating performance and believes that these and similar measures are widely used by investors, securities analysts and other interested parties in evaluating the Company's performance. In addition, similar measures are utilized in the calculation of the financial covenants and ratios contained in the Company's financing arrangements and management uses these measures for developing internal budgets and forecasting purposes. EBITDA is defined as net income (loss) adjusted to reflect income tax expense (benefit), interest expense net of interest income, depreciation and amortization, and adjusted EBITDA is defined as EBITDA further adjusted to reflect certain items that management does not consider to be reflective of the Company's core operating performance. Adjusted net income (loss) is defined as net income (loss) adjusted to reflect certain items that management does not consider to be reflective of the Company's core operating performance. Adjusted EBITDA margin is defined as adjusted EBITDA as a percentage of sales. Adjusted basic and diluted earnings (loss) per share is defined as adjusted net income (loss) divided by the weighted average number of basic and diluted shares, respectively, outstanding during the period. Free cash flow is defined as net cash provided by operating activities minus capital expenditures and is useful to both management and investors in evaluating the Company's ability to service and repay its debt. Net new business reflects anticipated sales from formally awarded programs, less lost business, discontinued programs and replacement programs and is based on S&P Global (IHS Markit) forecast production volumes. The calculation of "net new business" does not reflect customer price reductions on existing programs and may be impacted by various assumptions embedded in the respective calculation, including actual vehicle production levels on new programs, foreign exchange rates and the timing of major program launches.
When analyzing the Company's operating performance, investors should use EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss), adjusted earnings (loss) per share, free cash flow and net new business as supplements to, and not as alternatives for, net income (loss), operating income, or any other performance measure derived in accordance with U.S. GAAP, and not as an alternative to cash flow from operating activities as a measure of the Company's liquidity. EBITDA, adjusted EBITDA, adjusted net income (loss), adjusted earnings (loss) per share, free cash flow and net new business have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of the Company's results of operations as reported under U.S. GAAP. Other companies may report EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss), adjusted earnings (loss) per share, free cash flow and net new business differently and therefore the Company's results may not be comparable to other similarly titled measures of other companies. In addition, in evaluating adjusted EBITDA and adjusted net income (loss), it should be noted that in the future the Company may incur expenses similar to or in excess of the adjustments in the below presentation. This presentation of adjusted EBITDA and adjusted net income (loss) should not be construed as an inference that the Company's future results will be unaffected by special items. Reconciliations of EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss) and free cash flow follow.
Reconciliation of Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
(Unaudited)
(Dollar amounts in thousands)The following table provides a reconciliation of EBITDA and adjusted EBITDA from net (loss) income:Three Months Ended June 30,Six Months Ended June 30,2025202420252024
Net (loss) income attributable to Cooper-StandardHoldings Inc.
$ (1,401)$ (76,243)$ 151$ (107,903)
Income tax expense
8,0818,08010,78412,211
Interest expense, net of interest income
28,71228,63557,33157,916
Depreciation and amortization
24,52125,87348,34952,336
EBITDA
$ 59,913$ (13,655)$ 116,615$ 14,560
Restructuring charges
2,85217,7814,96318,914
Gain on sale of businesses, net (1)
——(98)—
Pension settlement charge (2)
—46,787—46,787
Adjusted EBITDA
$ 62,765$ 50,913$ 121,480$ 80,261
Sales
$ 705,973$ 708,362$ 1,373,042$ 1,384,787
Net (loss) income margin
(0.2) %(10.8) %— %(7.8) %
Adjusted EBITDA margin
8.9 %7.2 %8.8 %5.8 %
(1)
Gain on sale of businesses related to divestiture in 2024.
(2)
One-time, non-cash pension settlement charge and administrative fees incurred related to the termination of our U.S. Pension Plan in 2024.
Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share
(Unaudited)
(Dollar amounts in thousands except per share and share amounts)The following table provides a reconciliation of net (loss) income to adjusted net income (loss) and the respective (loss) income per share amounts:Three Months Ended June 30,Six Months Ended June 30,2025202420252024
Net (loss) income attributable to Cooper-StandardHoldings Inc.
$ (1,401)$ (76,243)$ 151$ (107,903)
Restructuring charges
2,85217,7814,96318,914
Gain on sale of businesses, net (1)
——(98)—
Pension settlement charge (2)
—46,787—46,787
Tax impact of adjusting items (3)
(428)398(539)323
Adjusted net income (loss)
$ 1,023$ (11,277)$ 4,477$ (41,879)
Weighted average shares outstanding:Basic
17,882,36117,564,01517,797,93317,513,076
Diluted
17,882,36117,564,01518,058,00817,513,076
(Loss) income per share:Basic
$ (0.08)$ (4.34)$ 0.01$ (6.16)
Diluted
$ (0.08)$ (4.34)$ 0.01$ (6.16)
Adjusted income (loss) per share:Basic
$ 0.06$ (0.64)$ 0.25$ (2.39)
Diluted
$ 0.06$ (0.64)$ 0.25$ (2.39)
(1)
Gain on sale of businesses related to divestiture in 2024.
(2)
One-time, non-cash pension settlement charge and administrative fees incurred related to the termination of our U.S. Pension Plan in 2024.
(3)
Represents the elimination of the income tax impact of the above adjustments by calculating the income tax impact of these adjusting items using the appropriate tax rate for the jurisdiction where the charges were incurred and other discrete tax expense.
Free Cash Flow
(Unaudited)
(Dollar amounts in thousands)The following table defines free cash flow:Three Months Ended June 30,Six Months Ended June 30,2025202420252024
Net cash used in operating activities
$ (15,580)$ (12,013)$ (30,431)$ (26,212)
Capital expenditures
(7,772)(11,243)(25,315)(28,077)
Free cash flow
$ (23,352)$ (23,256)$ (55,746)$ (54,289)
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SOURCE Cooper Standard
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BOSTON--(BUSINESS WIRE)--Bain Capital Specialty Finance, Inc. (NYSE: BCSF, the 'Company', 'our' or 'we') today announced financial results for the second quarter ended June 30, 2025, and that its Board of Directors (the 'Board') has declared a dividend of $0.42 per share for the third quarter of 2025 and an additional dividend of $0.03 per share that was previously announced. 'BCSF reported solid second quarter results driven by high net investment income that covered our regular dividend by 112%. Our diversified investment portfolio remains healthy with low non-accruals,' said Michael Ewald, Chief Executive Officer of BCSF. 'We also had a strong quarter of new origination activity reflecting our longstanding presence in the core middle market. We believe the Company remains well positioned within this market segment to continue generating attractive risk-adjusted returns for our shareholders.' QUARTERLY HIGHLIGHTS Net investment income (NII) per share was $0.47, equating to an annualized NII yield on book value of 10.7% (1); Net income per share was $0.37, equating to an annualized return on book value of 8.3% (1); Net asset value per share as of June 30, 2025 was $17.56, as compared to $17.64 as of March 31, 2025; Gross and net investment fundings were $529.6 million and $27.3 million, respectively; ending net debt-to-equity was 1.20x, as compared to 1.17x as of March 31, 2025 (2); Investments on non-accrual represented 1.7% and 0.6% of the total investment portfolio at amortized cost and fair value, respectively, as of June 30, 2025; and Subsequent to quarter-end, the Company's Board of Directors declared a dividend of $0.42 per share for the third quarter of 2025 payable to stockholders of record as of September 16, 2025. The Board of Directors previously announced an additional dividend of $0.03 per share payable to stockholders of record as of September 16, 2025 (3). SELECTED FINANCIAL HIGHLIGHTS ($ in millions, unless otherwise noted) Q2 2025 Q1 2025 Net investment income per share $ 0.47 $ 0.50 Net investment income $ 30.6 $ 32.1 Earnings per share $ 0.37 $ 0.44 Dividends per share declared and payable $ 0.45 $ 0.45 Expand ($ in millions, unless otherwise noted) As of June 30, 2025 As of March 31, 2025 Total fair value of investments $ 2,501.8 $ 2,464.9 Total assets $ 2,774.3 $ 2,642.3 Total net assets $ 1,139.0 $ 1,144.5 Net asset value per share $ 17.56 $ 17.64 Expand PORTFOLIO AND INVESTMENT ACTIVITY For the three months ended June 30, 2025, the Company invested $529.6 million in 94 portfolio companies, including $241.8 million in 12 new companies, $272.8 million in 81 existing companies and $15.0 million in SLP. The Company had $502.3 million of principal repayments and sales in the quarter, resulting in net investment fundings of $27.3 million. Investment Activity for the Quarter Ended June 30, 2025: ($ in millions) Q2 2025 Q1 2025 Investment Fundings $ 529.6 $ 277.2 Sales and Repayments $ 502.3 $ 246.4 Net Investment Activity $ 27.3 $ 30.8 Expand As of June 30, 2025, the Company's investment portfolio had a fair value of $2,501.8 million, comprised of investments in 185 portfolio companies operating across 29 different industries. Investment Portfolio at Fair Value as of June 30, 2025: As of June 30, 2025, the weighted average yield on the investment portfolio at amortized cost and fair value were 11.4% and 11.4%, respectively, as compared to 11.5% and 11.5%, respectively, as of March 31, 2025 (4)(5). 92.6% of the Company's debt investments at fair value were in floating rate securities. As of June 30, 2025, five portfolio companies were on non-accrual status, representing 1.7% and 0.6% of the total investment portfolio at amortized cost and fair value, respectively. As of June 30, 2025, ISLP's investment portfolio had an aggregate fair value of $717.7 million, comprised of investments in 39 portfolio companies operating across 17 different industries. The investment portfolio on a fair value basis was comprised of 96.5% first lien senior secured loans, 0.7% second lien senior secured loans and 2.8% equity interests. 100% of ISLP's debt investments at fair value were in floating rate securities. As of June 30, 2025, SLP's investment portfolio had an aggregate fair value of $1,518.7 million, comprised of investments in 87 portfolio companies operating across 24 different industries. The investment portfolio on a fair value basis was comprised of 99.7% first lien senior secured loans and 0.3% second lien senior secured loans. 100.0% of SLP's debt investments at fair value were in floating rate securities. RESULTS OF OPERATIONS For the three months ended June 30, 2025 and March 31, 2025, total investment income was $71.0 million and $66.8 million, respectively. Total expenses (before taxes) for the three months ended June 30, 2025 and March 31, 2025 were $39.3 million and $33.7 million, respectively. Net investment income for the three months ended June 30, 2025 and March 31, 2025 was $30.6 million or $0.47 per share and $32.1 million or $0.50 per share, respectively. During the three months ended June 30, 2025, the Company had net realized and unrealized losses of $6.9 million. Net increase in net assets resulting from operations for the three months ended June 30, 2025 was $23.7 million, or $0.37 per share. CAPITAL AND LIQUIDITY As of June 30, 2025, the Company had total principal debt outstanding of $1,565.5 million, including $263.0 million outstanding in the Company's Sumitomo Credit Facility, $352.5 million outstanding of the debt issued through BCC Middle Market CLO 2019-1 LLC, $300.0 million outstanding in the Company's senior unsecured notes due March 2026, $300.0 million outstanding in the Company's senior unsecured notes due October 2026, and $350.0 million outstanding in the Company's senior unsecured notes due March 2030. For the three months ended June 30, 2025, the weighted average interest rate on debt outstanding was 4.9%, as compared to 4.8% for the three months ended March 31, 2025. As of June 30, 2025, the Company had cash and cash equivalents (including foreign cash) of $37.6 million, restricted cash and cash equivalents of $136.9 million, $29.5 million of unsettled trades, net of receivables and payables of investments, and $592.0 million of capacity under its Sumitomo Credit Facility. As of June 30, 2025, the Company had $512.7 million of undrawn investment commitments. As of June 30, 2025, the Company's debt-to-equity and net debt-to-equity ratios were 1.37x and 1.20x, respectively, as compared to 1.27x and 1.17x, respectively, as of March 31, 2025 (2). Endnotes (1) Net investment income yields and net income returns are calculated on average net assets, or book value, for the respective periods shown. (2) Net debt-to-equity represents principal debt outstanding less cash and cash equivalents and unsettled trades, net of receivables and payables of investments. (3) The third quarter dividend is payable on September 30, 2025 to stockholders of record as of September 16, 2025. (4) The weighted average yield is computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities plus amortization of fees and discounts on the performing debt and other income producing investments, divided by (b) the total relevant investments at amortized cost or fair value. The weighted average yield does not represent the total return to our stockholders. (5) For non-stated rate income producing investments, computed based on (a) the dividend or interest income earned for the respective trailing twelve months ended on the measurement date, divided by (b) the ending amortized cost or fair value, as applicable. In instances where historical dividend or interest income data is not available or not representative for the trailing twelve months ended, the dividend or interest income is annualized. Expand CONFERENCE CALL INFORMATION A conference call to discuss the Company's financial results will be held live at 8:30 a.m. Eastern Time on August 6, 2025. Please visit BCSF's webcast link located on the Events & Presentations page of the Investor Resources section of BCSF's website at for a slide presentation that complements the Earnings Conference Call. Participants are also invited to access the conference call by dialing one of the following numbers: Domestic: 1-833-316-2483 International: 1-785-838-9284 Conference ID: BAIN All participants will need to reference 'Bain Capital Specialty Finance - Second Quarter Ended June 30, 2025 Earnings Conference Call' once connected with the operator. All participants are asked to dial in 10-15 minutes prior to the call. Replay Information: An archived replay will be available approximately three hours after the conference call concludes through August 13, 2025 via a webcast link located on the Investor Resources section of BCSF's website, and via the dial-in numbers listed below: Domestic: 1-844-512-2921 International: 1-412-317-6671 Conference ID: 11159706 Bain Capital Specialty Finance, Inc. Consolidated Statements of Assets and Liabilities (in thousands, except share and per share data) As of As of December 31, 2024 (Unaudited) Assets Investments at fair value: Non-controlled/non-affiliate investments (amortized cost of $1,826,043 and $1,784,019, respectively) $ 1,847,266 $ 1,773,742 Non-controlled/affiliate investments (amortized cost of $68,516 and $77,269, respectively) 63,735 75,733 Controlled affiliate investments (amortized cost of $594,957 and $585,702, respectively) 590,796 581,714 Cash and cash equivalents 27,843 51,562 Foreign cash (cost of $8,618 and $2,640, respectively) 9,734 1,963 Restricted cash and cash equivalents 136,908 45,541 Collateral on derivatives 9,208 9,755 Deferred financing costs 4,071 4,591 Interest receivable on investments 37,513 39,164 Interest rate swap 8,704 — Receivable for sales and paydowns of investments 34,019 37,760 Prepaid insurance 856 197 Unrealized appreciation on forward currency exchange contracts — 4,690 Dividend receivable 3,653 5,745 Total Assets $ 2,774,306 $ 2,632,157 Liabilities Debt (net of unamortized debt issuance costs of $11,515 and $4,929, respectively) $ 1,562,578 $ 1,390,270 Interest payable 13,645 13,860 Payable for investments purchased 4,482 29,490 Collateral payable on derivatives 12,490 — Unrealized depreciation on forward currency exchange contracts 13,642 1,185 Base management fee payable 9,257 9,160 Incentive fee payable 5,446 4,696 Accounts payable and accrued expenses 13,731 14,771 Distributions payable — 29,053 Total Liabilities 1,635,271 1,492,485 Commitments and Contingencies (See Note 10) Net Assets Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 64,868,507 and 64,562,265 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 65 65 Paid in capital in excess of par value 1,164,045 1,159,493 Total distributable loss (25,075 ) (19,886 ) Total Net Assets 1,139,035 1,139,672 Total Liabilities and Total Net Assets $ 2,774,306 $ 2,632,157 Net asset value per share $ 17.56 $ 17.65 Expand See Notes to Consolidated Financial Statements Bain Capital Specialty Finance, Inc. Consolidated Statements of Operations (in thousands, except share and per share data) (Unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2025 2024 2025 2024 Income Investment income from non-controlled/non-affiliate investments: Interest from investments $ 44,292 $ 45,209 $ 85,964 $ 89,058 Dividend income 2,940 435 4,665 435 PIK income 7,501 5,643 14,107 10,710 Other income 4,158 3,141 6,991 8,396 Total investment income from non-controlled/non-affiliate investments 58,891 54,428 111,727 108,599 Investment income from non-controlled/affiliate investments: Interest from investments 127 279 135 2,860 Dividend income — — — 821 PIK income 13 143 30 458 Other income — — 42 — Total investment income from non-controlled/affiliate investments 140 422 207 4,139 Investment income from controlled affiliate investments: Interest from investments 9,807 9,618 18,955 18,783 Dividend income 2,123 7,803 6,909 15,249 PIK income 4 — 6 — Total investment income from controlled affiliate investments 11,934 17,421 25,870 34,032 Total investment income 70,965 72,271 137,804 146,770 Expenses Interest and debt financing expenses 21,772 17,631 40,676 35,687 Base management fee 9,257 8,769 18,325 17,587 Incentive fee 5,446 7,924 7,668 17,156 Professional fees 714 1,029 1,428 1,830 Directors fees 182 174 356 348 Other general and administrative expenses 1,928 2,477 4,499 4,920 Total expenses, net of fee waivers 39,299 38,004 72,952 77,528 Net investment income before taxes 31,666 34,267 64,852 69,242 Income tax expense, including excise tax 1,076 1,150 2,152 2,175 Net investment income 30,590 33,117 62,700 67,067 Net realized and unrealized gains (losses) Net realized gain (loss) on non-controlled/non-affiliate investments 4,861 (5,340 ) (16,125 ) (7,876 ) Net realized gain (loss) on non-controlled/affiliate investments (711 ) — (3,678 ) 4,719 Net realized gain (loss) on foreign currency transactions 581 (446 ) 332 (423 ) Net realized gain (loss) on forward currency exchange contracts (1,409 ) 169 (3,814 ) 1,896 Net change in unrealized appreciation on foreign currency translation 1,484 177 1,919 (31 ) Net change in unrealized appreciation on forward currency exchange contracts (15,074 ) 163 (17,147 ) 1,404 Net change in unrealized appreciation on non-controlled/non-affiliate investments 7,507 8,502 31,500 19,060 Net change in unrealized appreciation on non-controlled/affiliate investments (1,379 ) 21 (3,245 ) (13,337 ) Net change in unrealized appreciation on controlled affiliate investments (2,728 ) (7,273 ) (173 ) (8,294 ) Total net loss (6,868 ) (4,027 ) (10,431 ) (2,882 ) Net increase in net assets resulting from operations $ 23,722 $ 29,090 $ 52,269 $ 64,185 Basic and diluted net investment income per share of common stock $ 0.47 $ 0.51 $ 0.97 $ 1.04 Basic and diluted increase in net assets resulting from operations per share of common stock $ 0.37 $ 0.45 $ 0.81 $ 1.00 Basic and diluted weighted average common stock outstanding 64,868,507 64,562,265 64,772,881 64,562,265 Expand See Notes to Consolidated Financial Statements About Bain Capital Specialty Finance, Inc. Bain Capital Specialty Finance, Inc. is an externally managed specialty finance company focused on lending to middle market companies. BCSF is managed by BCSF Advisors, LP, an SEC-registered investment adviser and a subsidiary of Bain Capital Credit, LP. Since commencing investment operations on October 13, 2016, and through June 30, 2025, BCSF has invested approximately $9,497.4 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. BCSF's investment objective is to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds. BCSF has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Forward-Looking Statements This letter may contain 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this letter may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the U.S. Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this letter.
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Travel + Leisure Co. Announces Pricing of $500 Million of Senior Secured Notes Due 2033 With Optional Redemption
ORLANDO, Fla.--(BUSINESS WIRE)-- Travel + Leisure Co. (NYSE:TNL) (the 'Company') announced today the pricing of its private offering (the "Offering") of $500 million aggregate principal amount of its senior secured notes due 2033 (the "Notes"). The Offering is expected to close on August 19, 2025. The closing of the Offering is subject to the satisfaction of customary and market conditions. The Company intends to use the net proceeds of this Offering to redeem all of the Company's outstanding 6.60% secured notes due October 2025, towards repayment of outstanding borrowings under our revolving credit facility, to pay the fees and expenses incurred in connection with the Offering and, to the extent there are any remaining proceeds, for general corporate purposes which may include future debt paydowns. The Notes will bear interest at the rate of 6.125% per year. Interest on the Notes will be payable semi-annually on March 1 and September 1 of each year, commencing March 1, 2026. The Notes will mature on September 1, 2033, unless earlier redeemed in accordance with their terms. Prior to August 15, 2028, we will be entitled at our option to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus a 'make-whole premium' plus any accrued and unpaid interest. At any time on or after August 15, 2028, we may redeem all or a portion of the Notes at certain redemption prices above their face amount plus any accrued and unpaid interest. On or after August 15, 2030 we will be able to redeem the Notes at par plus any accrued and unpaid interest. The Notes were offered at a price of 100% of their principal amount. The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States, or for the benefit of U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities or blue sky laws. Accordingly, the Notes were offered only to persons reasonably believed to be "qualified institutional buyers," as that term is defined under Rule 144A of the Securities Act, or to non-"U.S. persons" in offshore transactions in accordance with Regulation S under the Securities Act. A confidential offering memorandum for the Offering of the Notes has been made available to such eligible persons. The Offering is being conducted in accordance with the terms and subject to the conditions set forth in such confidential offering memorandum. This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, or solicitation to buy, if at all, will be made only by means of a confidential offering memorandum. This press release does not constitute a notice of redemption of its 6.60% secured notes due October 2025. About Travel + Leisure Co. Travel + Leisure Co. is a leading leisure travel company, providing more than six million vacations to travelers around the world every year. The company operates a portfolio of vacation ownership, travel club, and lifestyle travel brands designed to meet the needs of the modern leisure traveler, whether they're traversing the globe or staying a little closer to home. With hospitality and responsible tourism at its heart, the company's nearly 19,000 dedicated associates around the globe help the company achieve its mission to put the world on vacation. Forward-Looking Statements This press release contains 'forward-looking statements' within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, conveying management's expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained in this press release include statements related to the Offering and the use of proceeds therefrom. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the acquisition of the Travel + Leisure brand and the future prospects and plans for Travel + Leisure Co., including our ability to execute our strategies to grow our cornerstone timeshare and exchange businesses and expand into the broader leisure travel industry through travel clubs; our ability to compete in the highly competitive timeshare and leisure travel industries; uncertainties related to acquisitions, dispositions and other strategic transactions; the health of the travel industry and declines or disruptions caused by adverse economic conditions (including inflation, recent tariff actions and other trade restrictions, higher interest rates, and recessionary pressures), travel restrictions, terrorism or acts of gun violence, political strife, war (including hostilities in Ukraine and the Middle East), pandemics, and severe weather events and other natural disasters; adverse changes in consumer travel and vacation patterns, consumer preferences and demand for our products; increased or unanticipated operating costs and other inherent business risks; our ability to comply with financial and restrictive covenants under our indebtedness; our ability to access capital and insurance markets on reasonable terms, at a reasonable cost or at all; maintaining the integrity of internal or customer data and protecting our systems from cyber-attacks; the timing and amount of future dividends and share repurchases, if any; and those other factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 19, 2025, and subsequent periodic reports filed with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, subsequent events or otherwise.
